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

 

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 20142017

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transitionperiod from                    to                    

OR

 

¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                    

 

Commission file numbers Barclays PLC 1-09246
 Barclays Bank PLC 1-10257

BARCLAYS PLC

BARCLAYS BANK PLC

(Exact Names of Registrants as Specified in their Charter[s])

ENGLAND

(Jurisdiction of Incorporation or Organization)

1 CHURCHILL PLACE, LONDON E14 5HP, ENGLAND

(Address of Principal Executive Offices)

PATRICK GONSALVES,GARTH WRIGHT, +44 (0)20 7116 2901, PATRICK.GONSALVES@BARCLAYS.COM3170, 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:

Barclays PLC

 

Title of Each Class

Class
  

Name of Each Exchange

On Which RegisteredRegistered

25p ordinary shares

  New York Stock Exchange*

American DepositoryDepositary Shares, each
representing four 25p ordinary shares

  New York Stock Exchange

4.375% Fixed Rate Subordinated Notes due 2024

  
New York Stock Exchange

2.75% Fixed Rate Senior Notes due 2019

  New York Stock Exchange

2.00% Fixed Rate Senior Notes due 2018

New York Stock Exchange

3.65% Fixed Rate Senior Notes due 2025

New York Stock Exchange

2.875% Fixed Rate Senior Notes due 2020

New York Stock Exchange

5.25% Fixed Rate Senior Notes due 2045

New York Stock Exchange

3.25% Fixed Rate Senior Notes due 2021

New York Stock Exchange

4.375% Fixed Rate Senior Notes due 2026

New York Stock Exchange

5.20% Fixed Rate Subordinated Notes due 2026  

New York Stock Exchange

3.20% Fixed Rate Senior Notes due 2021

New York Stock Exchange

Floating Rate Senior Notes due 2021

New York Stock Exchange

Floating Rate Senior Notes due 2023

New York Stock Exchange

3.684% Fixed Rate Senior Notes due 2023

New York Stock Exchange

4.337% Fixed Rate Senior Notes due 2028

New York Stock Exchange

4.950% Fixed Rate Senior Notes due 2047

New York Stock Exchange

4.836% Fixed Rate Subordinated Callable Notes due 2028

New York Stock Exchange

3.250% Fixed Rate Senior Notes due 2033

  New York Stock Exchange

 

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


Barclays Bank PLC

 

Title of Each Class

  

Name of Each Exchange

On Which Registered

Callable Floating Rate Notes 2035  New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 2New York Stock Exchange*

American Depository Shares, Series 2, each representing one Non-Cumulative Callable Dollar Preference Share, Series 2

2.650% Fixed Rate Senior Notes due 2021
  New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 3New York Stock Exchange*

American Depository Shares, Series 3, each representing one Non-Cumulative Callable Dollar Preference Share, Series 3

New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 4New York Stock Exchange*

American Depository Shares, Series 4, each representing one Non-Cumulative Callable Dollar Preference Share, Series 4

Floating Rate Notes due 2021
  New York Stock Exchange
Non-Cumulative Callable Dollar Preference Shares, Series 5  New York Stock Exchange*

American Depository Shares, Series 5, each representing one Non-Cumulative Callable Dollar Preference Share, Series 5

  New York Stock Exchange
5.140% Lower Tier 2 Notes due October 2020  New York Stock Exchange
Floating Rate Senior Notes due December 9 2016New York Stock Exchange
iPath® Bloomberg Commodity Index Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Agriculture Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Aluminum Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Cocoa Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Coffee Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Copper Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Cotton Subindex Total ReturnSM ETN  NYSE Arca


iPath® Bloomberg Energy Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Grains Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Industrial Metals Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Lead Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Livestock Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Natural Gas Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Nickel Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Platinum Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Precious Metals Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Softs Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Sugar Subindex Total ReturnSM ETN  NYSE Arca
iPath® Bloomberg Tin Subindex Total ReturnSM ETN  NYSE Arca
iPath® S&P GSCI® Total Return Index ETN  NYSE Arca
iPath® S&P GSCI® Crude Oil Total Return Index ETN  NYSE Arca
iPath® CBOE S&P 500 BuyWrite IndexSM ETN  NYSE Arca
iPath® MSCI India IndexSM ETN  NYSE Arca
iPath® EUR/USD Exchange Rate ETN  NYSE Arca
iPath® GBP/USD Exchange Rate ETN  NYSE Arca
iPath® JPY/USD Exchange Rate ETN  NYSE Arca
iPath® S&P 500 VIX Short-Term FuturesTM ETN  NYSE Arca
iPath® S&P 500 VIX Mid-Term FuturesTM ETN  NYSE Arca
iPath® Inverse S&P 500 VIX Short-Term FuturesTM ETN  NYSE Arca
iPath® Long Extended Russell 1000® TR Index ETN  NYSE Arca
iPath® Long Extended Russell 2000® TR Index ETN  NYSE Arca
iPath® Long Enhanced MSCI EAFE® TR Index ETN  NYSE Arca
iPath® Long Enhanced MSCI Emerging Markets Index ETN  NYSE Arca
iPath® Short Enhanced MSCI Emerging Markets Index ETNNYSE Arca
iPath® Long Extended S&P 500® TR Index ETNNYSE Arca


iPath® Global Carbon ETN  NYSE Arca
iPath® Optimized Currency CarryGlobal Carbon ETN  NYSE Arca
iPath® US Treasury SteepenerOptimized Currency Carry ETN  NYSE Arca
iPath® US Treasury Steepener ETNNASDAQ
iPath® US Treasury Flattener ETNNASDAQ
iPath® US Treasury 2-year Bull ETNNASDAQ
iPath® US Treasury 2-year Bear ETNNASDAQ
iPath® US Treasury 10-year Bull ETNNASDAQ
iPath® US Treasury 10-year Bear ETNNASDAQ
iPath® US Treasury Long Bond Bull ETNNASDAQ
iPath® US Treasury Long Bond Bear ETNNASDAQ
iPath® Pure Beta Broad Commodity ETN  NYSE Arca
iPath® US Treasury 2-year Bull ETNNYSE Arca
iPath® US Treasury 2-year Bear ETNNYSE Arca
iPath® US Treasury 10-year Bull ETNNYSE Arca
iPath® US Treasury 10-year Bear ETNNYSE Arca
iPath® US Treasury Long Bond Bull ETNNYSE Arca
iPath® US Treasury Long Bond Bear ETNNYSE Arca
iPath® Pure Beta Broad Commodity ETNNYSE Arca
iPath® Pure Beta S&P GSCI®-Weighted ETN  NYSE Arca
iPath® Pure Beta Cocoa ETN  NYSE Arca
iPath® Pure Beta Coffee ETN  NYSE Arca
iPath® Pure Beta Cotton ETN  NYSE Arca
iPath® Pure Beta Sugar ETN  NYSE Arca
iPath® Pure Beta Aluminum ETN  NYSE Arca
iPath® Pure Beta Copper ETN  NYSE Arca
iPath® Pure Beta Lead ETN  NYSE Arca
iPath® Pure Beta Nickel ETN  NYSE Arca
iPath® Pure Beta Crude Oil ETN  NYSE Arca
iPath® Seasonal Natural Gas ETN  NYSE Arca
iPath® Pure Beta Agriculture ETN  NYSE Arca
iPath® Pure Beta Grains ETN  NYSE Arca
iPath® Pure Beta Softs ETN  NYSE Arca
iPath® Pure Beta Industrial Metals ETN  NYSE Arca
iPath® Pure Beta Energy ETN  NYSE Arca
iPath® Pure Beta Livestock ETNNYSE Arca


iPath® Pure Beta Precious Metals ETN

  NYSE Arca

iPath® US Treasury 5-year BullPure Beta Precious Metals ETN

  NYSE Arca
iPath® US Treasury 5-year Bull ETNNASDAQ
iPath® US Treasury 5-year Bear ETNNASDAQ
iPath® S&P 500 Dynamic VIX ETN  NYSE Arca
iPath® Inverse S&P 500 Dynamic VIX Short-Term FuturesTMETN (II)  NYSE Arca
iPath® Inverse S&P 500 VIX Short-Term FuturesTMGEMS IndexTM ETN (II)  NYSE Arca
iPath® GEMS IndexTMAsia 8 ETN  NYSE Arca

iPath® GEMS Asia 8Asian and Gulf Currency Revaluation ETN

  NYSE Arca

iPath® Asian and Gulf Currency RevaluationS&P MLP ETN

  NYSE Arca
iPath® Series B S&P MLPGCSI Crude Oil Return Index ETN  NYSE Arca
Barclays ETN+ S&P 500iPath® Dynamic VEQTOR™Series B Bloomberg Agriculture Subindex Total ReturnSM ETN  NYSE Arca
iPath® Series B Bloomberg Aluminum Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Coffee Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Copper Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Cotton Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Energy Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Grains Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Industrial Metals Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Livestock Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Nickel Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Platinum Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Precious Metals Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Softs Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Sugar Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Tin Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B Bloomberg Natural Gas Subindex Total ReturnSM ETNNYSE Arca
iPath® Series B S&P 500 VIX Short-Term FuturesTM ETNsCBOE BZX Exchange
iPath® Series B S&P 500 VIX Mid-Term FuturesTM ETNsCBOE BZX Exchange
Barclays ETN+ S&P 500® VEQTOR™ ETNNYSE Arca
Barclays ETN+ Shiller CAPETM ETNs  NYSE Arca
Barclays ETN+ Select MLP ETN  NYSE Arca
Barclays ETN+ FI Enhanced Europe 50 ETN  NYSE Arca
Barclays ETN+ FI Enhanced Global High Yield ETN  NYSE Arca
Barclays OFI SteelPath MLPETN+ FI Enhanced Europe 50 ETN Series B  NYSE Arca
Barclays Women in Leadership ETN  NYSE Arca
Barclays Return on Disability ETN  NYSE Arca
Barclays Inverse US Treasury Composite ETN  NASDAQ

 

*Not for trading, but in connection with the registration of American Depository Shares, pursuant to the requirements ofto 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 issuers’ classes of capital or common stock as of the close of the period covered by the annual report.

 

Barclays PLC  25p ordinary shares   16,498,184,16816,804,603,949 
Barclays Bank PLC  £1 ordinary shares   2,342,558,515 
  £1 preference shares   1,000 
  £100 preference shares20,930
100 preference shares   31,856 
  $0.25 preference shares   237,000,000106,000,000 
  $100 preference shares   58,133 

Indicate by check mark if each registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yesþ  No¨


If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934.

Yes¨  Noþ

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrants: (1) have 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) have been subject to such filing requirements for the past 90 days.

Yesþ  No¨

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes¨  No¨

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, and large accelerated filer”“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Barclays PLC

 

Large Accelerated FilerþAccelerated Filer¨Non-Accelerated Filer¨Emerging growth company

Barclays Bank PLC

 

Large Accelerated Filer¨Accelerated Filer¨Non-Accelerated FilerþEmerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

*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 þ

Other¨

*If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17¨

Item 18¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨  Noþ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes¨  No¨


SEC Form 20-F Cross reference information

SEC Form 20-F Cross reference information
Form 20-F item number  

Page and caption references


in this document*

1  Identity of Directors, Senior Management and Advisers  Not applicable
2  Offer Statistics and Expected Timetable  Not applicable
3  Key Information  
  

A.  Selected financial data

  Selected financial data193, 195, 310-311, 420166, 168, 211, 275-276, 409-410
  

B.

Capitalization and indebtedness

  Not applicable
  

C.

Reason for the offer and use of proceeds

  Not applicable
  

D.   Risk factors

  Risk factors79-84
4  85-91
4Information on the Company  
  

A.

History and development of the company

  

40, 289-290162,204 (Note 36)6), 295206 (Note 9), 216 (Note
16), 264 (Note 38), 306, 307, 404

265-266 (Note 39), 269-
271 (Note 43), 272-274, 388-389,
  

B.  Business overview

  Business overview

iii (Market and other data), 184-189, 198, 200, 210-211, 221, 224-226155-162, 170-180,
201-202 (Note 1)2), 238-240 (Note 15), 268-276239-247 (Note 29)

  

C.   Organizational structure

  Organizational structure

289-290162, 260-261 (Note 36)

, 295-300 (Note 45)
  

D.

Property, plants and equipment

  

260231 (Note 21), 261-262233-234 (Note 23), 264

236
(Note 25)
4A  Unresolved staff comments  Not applicable
5  Operating and Financial Review and Prospects  
  

A.  Operating results

  Operating results

150-151, 184-189, 193-213, 224-304

79, 82, 143, 155-162, 164-180, 213-215
(Note 15), 239-247 (Note 29), 347
  

B.

Liquidity and capital resources

  

103, 115-116, 135, 153-177, 188-189, 238-240100, 113-114, 116, 124-136, 137-143, 192,
213-215 (Note 15), 277-280239 (Note 28), 248-251
(Note 30), 280-281251 (Note 31), 295-297261, 264 (Note 38),
265-266 (Note 39), 301, 410

343-349, 362-365
  

C.

Research and development, patents and licenses, etc.

  Not applicable44
  

D.

Trend information

  
  

E.  Off-balance sheet arrangements

  Off-balance sheet arrangements

267239 (Note 28), 290-294261-264 (Note 37), 295-297 (Note265-266
(Note 39)

  

F.

Tabular disclosure of contractual obligations

  330364-365
  

G.   Safe harbor

  Safe harboriii (Forward-looking statements)
6  Directors, Senior Management and Employees  
  

A.

Directors and senior management

  

3-5, 319-322

5-6, 286-289
  

B.  Compensation

  Compensation

46-79, 285-28851-71, 253-254 (Note 34), 255-259 (Note 35), 298-300
267-268 (Note 41)

, 385, 408
  

C.   Board practices

  Board practices

2-42, 55-67

5-6, 13, 57-60, 70-71, 72
  

D.   Employees

  Employees

43 (Full time employees by region), 200, 202, 204, 206, 208, 209, 211

47, 48, 170, 173, 177, 178
  

E.  Share ownership

  Share ownership51-71, 253-254 (Note 34), 267-268 (Note 41),
292-294
7  

46-79, 283-284 (Note 34), 298-300 (Note 41), 325-326

7Major Shareholders and Related Party Transactions  
  

A.  Major shareholders

  Major shareholders

41, 318

45, 284-285
  

B.  Related party transactions

  Related party transactions

298-300179, 267-268 (Note 41), 400, 419 (Note r)

300, 385, 408
  

C.

Interests of experts and counsel

  Not applicable
8  Financial Information  
  

A.

Consolidated statements and other financial information

  

191, 214-304, 403-419

188-192, 211 (Note 12), 239-247 (Note 29),
251 (Note 31), 195-271, 273, 275-276, 386-
387, 404-406
  

B.

Significant changes

  Not applicable
9  The Offer and Listing  
  

A.

Offer and listing details

  310275-276
  

B.

Plan of distribution

  Not applicable
  

C.   Markets

  Markets

310-311

275
  

D.

Selling shareholders

  Not applicable
  

E.

Dilution

  Not applicable
  

F.

Expenses of the issue

  Not applicable
10  Additional Information  
  

A.

Share capital

  Not applicable
  

B.

Memorandum and Articles of Association

  40, 41, 307-30943-46, 272-274
  

C.   Material contracts

  Material contracts77-79, 280-281 (Note 31)57-60
  

D.   Exchange controls

  Exchange controls314279
  

E.  Taxation

  Taxation311-314277-279
  

F.

Dividends and paying assets

  Not applicable
  

G.

Statement by experts

  Not applicable
  

H.   Documents on display

  Documents on display314279
  

I.    Subsidiary information

  Subsidiary information260-261 (Note 36), 295-300
11  289-290 (Note 36)
11Quantitative and Qualitative Disclosure about Market Risk  99-100, 143-152, 301, 367-377


87, 118-121, 143-144, 146-148, 331-337
12Description of Securities Other than Equity Securities

A.

Debt Securities

Not applicable

B.

Warrants and Rights

Not applicable

C.

Other Securities

Not applicable

D.

American Depositary Shares

315-316275-276, 280-281
13Defaults, Dividends Arrearages and DelinquenciesNot applicable
14Material Modifications to the Rights of Security Holders and Use of ProceedsNot applicable


15Controls and Procedures
15Controls and ProceduresA.

A.  Disclosure controls and procedures

318286

B.

Management’s annual report on internal control over financial reporting

3741

C.

Attestation report of the registered public accounting firm

216186

D.

Changes in internal control over financial reporting

3741
16AAudit Committee Financial Expert912
16BCode of Ethics317283
16CPrincipal Accountant Fees and Services

15-16, 30019-20, 269 (Note 42), 316 (External auditor objectivity and independence: Non-Audit Services)

282
16DExemptions from the Listing Standards for Audit CommitteesNot applicable
16EPurchases of Equity Securities by the Issuer and Affiliated Purchasers

42, 280 (Share repurchase)

46,251
16FChange in Registrant’s Certifying AccountantNot applicable
16GCorporate Governance317283
17Financial StatementsNot applicable (See Item 8)
18Financial StatementsNot applicable (See Item 8)
19ExhibitsExhibit Index

 

 *Captions have been included only in respect of pages with multiple sections on the same page in order to identify the relevant caption on that page covered by the corresponding Form 20-F item number.


LOGOLOGO

Positioned for growth,

sharing and success

 

Barclays PLC and Barclays Bank PLC

2017 Annual Report on Form 20-F


Notes

The termterms Barclays or Group refersrefer to Barclays PLC together with its subsidiaries. Unless otherwise stated, the income statement analysis compares the year ended 31 December 20142017 to the corresponding twelve months of 20132016 and balance sheet analysis as at 31 December 20142017 with comparatives relating to 31 December 2013.2016. The abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of Pounds Sterling respectively; and the abbreviations ‘$m’ and ‘$bn’ represent millions and thousands of millions of US Dollars respectively.

The comparatives have been restated to reflect the implementation of the Group structure changesrespectively; and the reallocationabbreviations ‘m’ and ‘bn’ represent millions and thousands of elementsmillions of the Head Office results under the revised business structure.

References throughout this report to ‘provision for ongoing investigations and litigation relating to Foreign Exchange’ mean a provision of £1,250m held as at 31 December 2014 for certain aspects of ongoing investigations involving certain authorities and litigation relating to Foreign Exchange.Euros respectively.

The information in this documentannouncement, which was approved by the Board of Directors on 21 February 2018, does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2014,2017, which includeincludes certain information required for thisthe Joint Annual Report on Form 20-F of Barclays PLC and Barclays Bank PLC (2014 20-F)to the US Securities and Exchange Commission (SEC) and which contain an unqualified audit report under Section 495 of the Companies Act 2006 (which does not make any statements under Section 498 of the Companies Act 2006) will be delivered to the Registrar of Companies in accordance with Section 441 of the Companies Act 2006.

Barclays is a frequent issuer in the debt capital markets and regularly meets with investors via formal road showsroad-shows and other ad hoc meetings. Consistent with its usual practice, Barclays expects that from time to time over the coming quarter it will meet with investors globally to discuss these results and other matters relating to the Group.

Certain non-IFRS measures

Barclays management believes that the non-International Financial Reporting Standards (non-IFRS)non-IFRS performance measures included in this document provide valuable information to the readers of itsthe financial statements becauseas they enable the reader to identify a more consistent basis for comparing the business’ 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 BarclaysBarclays’ 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. As management reviewsRefer to the adjusting items described belowappendix on pages 181 to 183 for further information, reconciliations and calculations of non-IFRS performance measures included throughout this document, and the most directly comparable IFRS measures.

There are a number of key judgement areas, for example impairment calculations, which are based on models and which are subject to ongoing adjustment and modifications. Reported numbers reflect best estimates and judgements at a Group level, segmental results are presented excluding these itemsthe given point in accordance with IFRS 8; “Operating Segments”. Statutory and adjusted performance is reconciled at a Group level only. time.

Key non-IFRS measures included in this document, and the most directly comparable IFRS measures, are:

Adjusted profit before taxAverage allocated equity represents the average shareholders’ equity that is allocated to the non-IFRS equivalent of profit before tax as it excludes the impact of own credit; provisions for Payment Protection Insurance (PPI) and claims management costs and interest rate hedging redress; gain on US Lehman acquisition assets; provision for ongoing investigations and litigation relating to Foreign Exchange; goodwill impairment; loss on announced sale of the Spanish business and Education, Social Housing, and Local Authority (ESHLA) valuation revision. A reconciliation to IFRS is presented on page 198 for the Group;

– Adjusted profit after tax represents profit after tax excluding the post-tax impact of own credit; provisions for PPI and interest rate hedging redress; the gain on US Lehman acquisition assets; provision for ongoing investigations and litigation relating to Foreign Exchange; loss on announced sale of the Spanish business; ESHLA valuation revision and goodwill impairment. A reconciliation to IFRS is presented on page 198 for the Group;

– Adjusted attributable profit represents adjusted profit after tax less profit attributable to non-controlling interests.businesses. The comparable IFRS measure is attributable profit;

– Adjusted income and adjusted total income net of insurance claims represents total income net of insurance claims excluding the impact of own credit; the gain on US Lehman acquisition assets and ESHLA valuation revision. A reconciliation to IFRS is presented on page 198 for the Group;

– Adjusted net operating income represents net operating income excluding the impact of own credit; the gain on US Lehman acquisition assets and ESHLA valuation revision. A reconciliation to IFRS is presented on page 198 for the Group;


– Adjusted total operating expenses represents operating expenses excluding the provisions for PPI and interest rate hedging redress; provision for ongoing investigations and litigation relating to Foreign Exchange; and goodwill impairment. A reconciliation to IFRS is presented on page 198 for the Group;

– Adjusted litigation and conduct represents litigation and conduct excluding the provisions for PPI and interest rate hedging redress; and the provision for ongoing investigations and litigation relating to Foreign Exchange. A reconciliation to IFRS is presented on page 198 for the Group;

– Adjusted cost: income ratio represents cost: income ratio excluding the impact of own credit; the provisions for PPI and interest rate hedging redress; gain on US Lehman acquisition assets; and provision for ongoing investigations and litigation relating to Foreign Exchange and ESHLA valuation revision. The comparable IFRS measure is cost: income ratio, which represents operating expenses to income net of insurance claims. A reconciliation to IFRS is presented on page 198 for the Group;

– Adjusted cost: income ratio represents cost: income ratio excluding the impact of own credit; the provision for PPI redress; the provision for interest rate hedging products redress; and goodwill impairment. The comparable IFRS measure is cost: income ratio, which represents operating expenses to income net of insurance claims. A reconciliation of the components used to calculate adjusted cost: income ratio to their corresponding IFRS measures is provided on page 198 for the Group;

– Adjusted compensation: net operating income ratio represents compensation: net operating income ratio excluding the impact of own credit; the provisions for PPI and interest rate hedging redress; gain on US Lehman acquisition assets; and provision for ongoing investigations and litigation relating to Foreign Exchange and ESHLA valuation revision.average equity. A reconciliation is provided on page 198iii;

– Average allocated tangible equity is calculated as the average of the previous month’s period end allocated tangible equity and the current month’s period end allocated tangible equity. The average allocated tangible shareholders’ equity for the Group;

– Adjusted compensation: operating income ratio represents compensation: operating income ratioquarter/year is the average of the monthly averages within that quarter/year. Period end allocated tangible equity is calculated as 12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assets for each business, adjusted for CRD IV fully loaded capital deductions, excluding goodwill and intangible assets, reflecting the impact of credit impairment charges and other provisions; own credit;assumptions the provisionsGroup uses for PPI and interest rate hedging redress; gain on US Lehman acquisition assets; and provision for ongoing investigations and litigation relating to Foreign Exchange and ESHLA valuation revision.capital planning purposes. The comparable IFRS measure is average equity. A reconciliation is provided on page 198iii;

– Average tangible equity is calculated as the average of the previous month’s period end tangible equity and the current month’s period end tangible equity. Period end tangible equity is calculated as 12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assets, adjusted for CRD IV fully loaded capital deductions, excluding goodwill and intangible assets, reflecting the assumptions the Group uses for capital planning purposes. The average tangible shareholders’ equity for the Group;quarter/year is the average of the monthly averages within that quarter/year. The comparable IFRS measure is average equity. A reconciliation is provided on page iii;

Adjusted basicBasic earnings per ordinary share excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs represents adjusted attributable profit (page 212)excluding the impact of excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs divided by the basic weighted average number of shares in issue. The comparable IFRS measure is basic earnings per share, which represents profit after tax and non-controlling interests, divided by the basic weighted average number of shares in issue;share. A reconciliation is provided on page 183;

AdjustedOperating expenses excluding UK Bank Levy and litigation and conduct charges represents operating expenses excluding the impact of UK Bank Levy and the impact of charges for litigation and conduct. The comparable IFRS measure is operating expenses. A reconciliation to IFRS is provided on page 183;

– Profit attributable to ordinary equity holders of the parent excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs represents profit/(loss) attributable to ordinary shareholders excluding the impact of charges for litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs. The comparable IFRS measure is attributable profit. A reconciliation to IFRS is provided on page 183;

– Profit before tax excluding impairment of Barclays’ holding in BAGL and loss on sale of BAGL represents profit/(loss) before tax excluding the impairment of Barclays’ holding in BAGL and loss on sale of BAGL. The comparable IFRS measure is profit before tax. A reconciliation to IFRS is provided on page 179;

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
i


– Return on average allocated equity represents the return on average shareholders’ equity represents adjusted attributable profit (page 212) divided by adjusted average equity, excluding non-controlling interests.that is allocated to the businesses. The comparable IFRS measure is return on average shareholder’s equity, which represents profit attributable to equity holders of the parent divided by average equity, excluding non-controlling interests;equity. A reconciliation is provided on page iv;

Adjusted returnReturn on average tangible shareholders’ equity represents adjustedexcluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs BAGL is calculated as profit attributable profit (page 212) divided byto ordinary equity holders excluding the impact of charges for litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs BAGL, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average adjustedallocated tangible equity, excluding non-controlling interests.equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page 183;

– Return on average allocated tangible equity is calculated as the annualised statutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average allocated tangible equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page iv;

– Return on average tangible shareholders’ equity which representsis calculated as the annualised statutory profit after tax andattributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average tangible shareholders’ equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page iv;

– Tangible net asset value per share is calculated by dividing shareholders equity, excluding non-controlling interests divided by average tangibleand other equity (page 212);

– Barclays Core results are non-IFRS measures because they represent the sum of five Operating Segments, each of which is prepared in accordance with IFRS 8; “Operating Segments”: Personalinstruments, less goodwill and Corporate Banking, Barclaycard, Africa Banking, Investment Bank and Head Office. A reconciliation to the corresponding statutory Group measures are provided on pages 197 and 198;

– Constant currency results in Africa Banking are calculated by converting ZAR results into GBP using the average exchange rate for the year ended 31 December 2014 for the income statement and the 31 December 2014 closing exchange rate for the balance sheet and applying those rates to the results as of and for the year ended 31 December 2013, in order to eliminate the impact of movement in exchange rates between the two periods.

– Net Stable Funding Ratio (NSFR) is calculated according to the definition and methodology detailed in the standard providedintangible assets, by the Basel Committee on Banking Supervision.number of issued ordinary shares. The original guidelines released in December 2010 (‘Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring’, December 2010) were revised for in January 2014 (‘Basel III: The Net Stable Funding Ratio’, January 2014). The metric is a regulatory ratio that is not yet finalised in local regulations and, as such, represent a non-IFRS measure. This definition and the methodology used to calculate this metric is subject to further revisions aheadcomponents of the implementation date and our interpretation of this calculation may not be consistent with that of other financial institutions;


– BCBS 270 leverage exposure makes certain adjustments to Total assets under IFRS in accordance with Barclays’ understanding of the latest requirements that are expected to behave been included in the revised CRD IV text and guidance from regulators. The “Leverage” table on page 158 shows a reconciliation of BCBS 270 leverage exposure to total assets under IFRS;

– BCBS 270 leverage ratio represents CRD IV Tier 1 capital divided by BCBS 270 leverage exposure. See the “Leverage” table on page 158 for a reconciliation of BCBS 270 leverage exposure to Total assets under IFRS;

– The CRD IV fully loaded CET1183; and estimated BCBS 270 leverage ratios excluding the impact of the sale of the Spanish business are non-IFRS measures as these metrics exclude the impact of the risk weighted assets associated with the Spanish business.

– Liquidity Coverage Ratio (LCR) is calculated according to the Commission Delegated Regulation of October 2014 that supplements Regulation (EU) 575/2013 (CRDIV) published by the European Commission in June 2013. The metric is a ratio that is not yet fully implemented in local regulations and, as such, represents a non-IFRS measure;

– Transitional CET1 ratio according to FSA October 2012. This measure is calculated by taking into account the statement of the Financial Services Authority, the predecessor of the Prudential Regulation Authority, on CRD IV transitional provisions in October 2012, assuming such provisions were applied as at 1 January 2014. This ratio is used as the relevant measure starting 1��January 2014 for purposes of determining whether the automatic write-down trigger (specified as a Transitional CET1 ratio according to FSA October 2012 of less than 7.00%) has occurred under the terms of the Contingent Capital Notes issued by Barclays Bank PLC on November 21, 2012 (CUSIP: 06740L8C2) and April 10, 2013 (CUSIP: 06739FHK0). Please refer to page 155139 for a reconciliation of this measure to CRD IV CET1 ratio.

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 certain of the Group’s plans and its current goals and expectations relating to its future financial condition and performance.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. 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, and provisions, business strategy, structural reform, capital, leverage and other regulatory ratios, payment of dividends (including dividend pay-out ratios)payout ratios and expected payment strategies), projected levels of growth in the banking and financial markets, projected costs or savings, original and revisedany commitments and targets and the impact of any regulatory deconsolidation resulting from the sell down of the Group’s interest in connection with the Transform Programme andBarclays Africa Group Strategy Update, run-down of assets and businesses within Barclays Non-Core,Limited, estimates of capital expenditures and plans and objectives for future operations, projected employee numbers, IFRS 9 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. These may be affected by changes in legislation, the development of standards and interpretations under International Financial Reporting Standards including the implementation of IFRS 9, 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 (including with regard to the future structure of the Group) applicable to past, current and future periods; UK, US, Africa, Eurozone and global macroeconomic and business conditions; the effects of continued 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 entities within the Group;Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; the impact of EU and US sanctions on Russia; the implementationimplications of the Transform Programme;exercise by the United Kingdom of Article 50 of the Treaty of Lisbon and the disruption that may result in the UK and globally from the withdrawal of the United Kingdom from the European Union 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 future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, expectations and expectationsguidance set forth in the Group’s forward-looking statements. Additional risks and factors which may impact the Group’s future financial condition and performance are identified in our filings with the SEC (including, without limitation, our annual report on form 20-F for the fiscal year ended 31 December 2017), which arewill be available on the SEC’s website at http://www.sec.gov.

AnySubject to our obligations under the applicable laws and regulations of the United Kingdom and the United States in relation to disclosure and ongoing information, we undertake no obligation to update publicly or revise any forward-looking statements, made herein speak onlywhether as of the date they are made and it should not be assumed that they have been revised or updated in the lighta result of new information, future events or future events. Except as required by the Prudential Regulation Authority, the Financial Conduct Authority, the London Stock Exchange plc (the LSE) or applicable law, Barclays expressly disclaims any obligation or


undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Barclays’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that Barclays has filed or may file with the SEC.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 Pillar 3 report

This document contains references throughout to Barclays annual risk report, the Pillar 3. Reference to the aforementioned report is made for information purposes only, and information found in said report is not incorporated by reference into this document.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
ii


                                                                                          

 

 Average allocated equitya

  

 

 

 

 

2017

 

£bn

 

 

 

 

  

 

 

 

 

2016

 

£bn

 

 

 

  

 

 

 

 

2015

 

£bn

 

 

 

 Barclays UK   13.6    13.4    13.7 

Corporate and Investment Bank

   24.9    23.2    23.1 
Consumer, Cards and Payments   5.6    5.0    4.0 
 Barclays International   30.5    28.2    27.1 
 Head Officeb   10.6    8.0    3.9 
 Barclays Non-Core   2.4    7.8    11.2 
 Barclays Group   57.1    57.4    55.9 
      
      

 

 Effect of Goodwill and intangibles

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   (4.4)    (4.5)    (4.4) 

Corporate and Investment Bank

   (1.0)    (1.4)    (1.2) 

Consumer, Cards and Payments

   (1.4)    (1.3)    (1.0) 
 Barclays International   (2.4)    (2.7)    (2.2) 
 Head Officeb   (1.4)    (1.4)    (1.3) 
 Barclays Non-Core   (0.0)    (0.1)    (0.3) 
 Barclays Group   (8.2)    (8.7)    (8.2) 
      
      

 

 Average allocated tangible equityc

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   9.1    8.9    9.3 

Corporate and Investment Bank

   24.0    21.9    21.9 

Consumer, Cards and Payments

   4.2    3.6    3.0 
 Barclays International   28.1    25.5    24.9 
 Head Officeb   9.3    6.5    2.6 
 Barclays Non-Core   2.4    7.8    10.9 
 Barclays Group   48.9    48.7    47.7 

Notes

a This table shows the allocation of Group average equity across IFRS reporting segments.

b Includes the Africa Banking discontinued operation.

c This table shows average tangible equity for the Group and average allocated tangible equity for the IFRS reporting segments.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
iii


                                                                                          

 

 Profit/(loss) attributable to ordinary equity holders of the parent

  

 

 

 

 

2017

 

£m

 

 

 

 

  

 

 

 

 

2016

 

£m

 

 

 

  

 

 

 

 

2015

 

£m

 

 

 

 Barclays UK   893    857    (33) 

Corporate and Investment Bank

   269    1,342    1,180 

Consumer, Cards and Payments

   698    1,153    620 
 Barclays International   967    2,495    1,800 
 Head Office   (864)    109    11 
 Barclays Non-Core   (409)    (1,899)    (2,405) 
 Africa Banking discontinued operation   (2,335)    189    302 
 Barclays Group   (1,748)    1,751    (324) 
      
      

 

 Average allocated equitya

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   13.6    13.4    13.7 

Corporate and Investment Bank

   24.9    23.2    23.1 

Consumer, Cards and Payments

   5.6    5.0    4.0 
 Barclays International   30.5    28.2    27.1 
 Head Officeb   10.6    8.0    3.9 
 Barclays Non-Core   2.4    7.8    11.2 
 Barclays Group   57.1    57.4    55.9 
      
      

 

 Return on average allocated equityc

  

 

 

 

    

%

 

 

 

   %    % 
 Barclays UK   6.6%    6.4%    (0.2%) 

Corporate and Investment Bank

   1.1%    5.8%    5.1% 

Consumer, Cards and Payments

   12.5%    23.1%    15.3% 
 Barclays International   3.2%    8.8%    6.6% 
 Barclays Group   (3.1%)    3.0%    (0.6%) 

Notes

a This table shows average equity for the Group and average allocated equity for the IFRS reporting segments.

b Includes the Africa Banking discontinued operation.

c This table shows return on average equity for the Group and return on average allocated equity for the IFRS reporting segments.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
iv


Governance

Contents

This section sets out our corporate governance processes and the role they play in supporting the delivery of our strategy, including reports from the Chairman and each of the Board Committee Chairmen.

    

Corporate governance    

 

Our corporate governance report details the process of Barclays, the reports from each Board committee and presents how the Board support the delivery of our strategy

Corporate governance report

02

Directors’ report03Board of Directors03Executive Committee05People43Remuneration report46Implementation of the Salz Review recommendations81

 

RiskDirectors’ report

Our risk report gives insight into the level of risk across Barclays’ businesses and portfolios, the material risks and uncertainties faced and the key areas of management focus

Risk factors

82

Credit risk97
Market risk99
Funding risk – Capital101
Funding risk – Liquidity103
Operational risk104
Reputation risk108
Conduct risk106
Supervision and regulation184

Additional Information

Shareholder information

305

Additional information325

Barclays approach to managing risks

339
Additional Financial disclosure392
Barclays Bank PLC data403

Glossary

422
Financial review

Our financial review details the performance of Barclays, including key performance indicators, and our businesses’ contribution to the overall performance of the Group

Key performance indicators

191
Consolidated summary Income statement193
Income statement commentary194
Consolidated summary balance sheet195
Balance sheet commentary196
Analysis of results by business197
Margins and balances212

Financial statements

Our financial statements gives detailed analysis of our statutory accounts, independently audited and providing in-depth disclosure and transparency on the financial performance of the business

Independent Auditors’ report

216
Consolidated financial statements217
Parent company accounts222
Notes to the financial statements224

  |  01


Governance

Contents

The governance process of Barclays, and reports from each of the Board Committees presenting how the Board support the delivery of the Strategy.

    Page 

 

Directors’ Report

UK Corporate Governance ReportCode

 

Who we are

3

¡

 

 

Board of Directors Index to disclosures

 2

 

3

¡

Group Executive Committee5

¡Letter from the Chairman

 

 

Board diversity

 

5

3 

 

WhatWho we did in 2004

¡are

 

 

Chairman’s introduction

6

¡

Board Audit Committee Report9

¡

Board Enterprise Wide Risk Committee Report17

¡

Board Financial Risk Committee Report18

¡

Board Conduct, Operational and Reputational Risk Committee Report21

¡

Board Corporate Governance and Nominations Committee Report

24

How we comply

31

Other statutory information

39

People

43

Remuneration report

46

Barclays’ implementation of the Salz Review

81

02  |  


Governance: Directors’ report

Who we are

Board of Directors

 

5

Board of Directorsa

Barclays understands the importance of having a Board containing the right balance of skills, experience and diversity and the composition of the Board is regularly reviewed by the Board Corporate Governance and Nominations Committee. The skills and experience of the current Directors and the value they bring to the Barclays Board is described below. Full biographies can be accessed online via barclays.com/investorrelations.

LOGO

Sir David Walker

Relevant skills and experience

Sir David has extensive knowledge of the financial services industry developed throughout his long career during which he held roles with Her Majesty’s Treasury, the Bank of England and, most recently, as chairman of Morgan Stanley International (formerly chairman and CEO). He has also held senior non-executive board roles at a number of companies, which have provided him with an excellent understanding and experience of boardroom dynamics and corporate governance.

Sir David will retire from the Barclays Board at the conclusion of the 2015 AGM.

Other current appointments Group Executive Committee

Trustee, Cicely Saunders Foundation

Committees

E*, N*, R

Chairman

 

 

7 

 

Age: 75What we did in 2017

 
Appointed:

Board report

 
1 September 2012 
8 
 

LOGO

Board Audit Committee report

Relevant skills and experience

Antony began his career at Barclays, going on to take up various roles within the retail and corporate banking businesses. Antony then spent time working at Citigroup in both London and New York before returning to Barclays. Since rejoining Barclays, Antony has held roles including CEO of Barclaycard and the Group’s representative on the board of Barclays Africa Group Limited, before becoming the Group’s Chief Executive in 2012.

Other current appointments:

Institute of International Finance; International Advisory Panel of the Monetary Authority of Singapore; Business in the Community

11
Board Risk Committee report22

Antony Jenkins

Board Reputation Committee report27

Group Chief Executive Board Nominations Committee report

 

33 

 

Age: 53

Appointed:
30 August 2012

LOGO

Relevant skills and experience

Mike has deep knowledge of auditing and associated regulatory issues, having worked at KPMG for over 20 years, where he was a partner. Mike was the lead engagement partner on the audits of large financial services groups including HSBC, Standard Chartered and the Bank of England. Whilst at KPMG, Mike was Head of Quality and Risk Management for KPMG Europe LLP, responsible for the management of professional risks and quality control. He also held the role of KPMG UK’s Ethics Partner.

Mike AshleyHow we comply

 

 
Non-executive 

38 

 

Age: 60

Appointed:
18 September 2013

Other current appointments

ICAEW Ethics Standards Committee; HM Treasury’s Audit Committee; European Financial Reporting Advisory Group’s Technical Expert Group; Chairman, Government Internal Audit Agency; Charity Commissionstatutory information

 

Committees

A*, C, E, F, N

43

People

LOGO

Relevant skills and experience

Tim joined Barclays after a distinguished career with Legal & General, where, among other roles, he was the group chief executive until June 2012. Tim’s experience as a CEO enables him to provide challenge, advice and support to the Executive on performance and decision-making.

Tim brings to the Board extensive financial services experience, knowledge of risk management and UK and EU regulation, as well as an understanding of the key issues for investors.

Tim Breedon

Non-executive

 

 

Age: 57

47
Appointed:
1 November 2012

Other current appointments

Ministry of Justice; Marie Curie Cancer Care

Committees

A, C, E, F*, N, R

Remuneration report

LOGO

Relevant skills and experience

Crawford has extensive business and management experience, gained with Bain & Company and Standard Life plc. These roles have provided him with experience in strategic decision-making and knowledge of company strategy across various sectors and geographical locations.

Crawford has also held Board and committee chairman positions during his career, notably as chairman of the remuneration committees of Standard Life plc and MITIE Group PLC.

Crawford Gillies

Non-executive

 

 

Age: 58

Appointed:
1 May 2014

Crawford will become Chairman of the Board Remuneration Committee with effect from the conclusion of the 2015 AGM.

Other current appointments

Chairman, Scottish Enterprise; Standard Life plc; MITIE Group plc

Committees

A, R

LOGO

Relevant skills and experience

Reuben has extensive financial services experience, particularly within investment banking and wealth management, through his role as CEO and president of Rockefeller & Co. Inc. and his former senior roles with Goldman Sachs, including as the managing partner of the Paris office.

His various government roles in the US, including as chairman of the Commodity Futures Trading Commission, provides Barclays’ Board with insight into the US political and regulatory environment.

Reuben Jeffery III

Non-executive

51
 

Age: 61

Appointed:
16 July 2009

Other current appointments

International Advisory Council of the China Securities Regulatory Commission; Advisory Board of Towerbrook Capital Partners LP; J Rothschild Capital Management Limited; Financial Services Volunteer Corps

Committees

C*, E, F, N

LOGO

Relevant skills and experience

Wendy has significant financial services and African banking experience gained through CEO and senior executive roles on the boards of large South African banks, including Barclays Africa Group Limited. As a CEO she has a track record of successful financial turnaround and cultural transformation of a major South African bank. Her expertise in asset management, investment, commercial and retail banking on the continent is invaluable to Barclays’ Board given its operations in the region.

Wendy Lucas-Bull

Non-executive

Age: 61

Appointed:
19 September 2013

Wendy’s previous experience of leading on a number of conduct-related consultations also provides Barclays with valuable insight into conduct risk issues.

Other current appointments

Chairman, Barclays Africa Group Limited; Chairman, Absa Bank Limited, Chairman, Absa Financial Services; Afrika Tikkun NPC (non-profit); Peotona Group Holdings

Committees

C

LOGO

Relevant skills and experience

John is a former CEO of ANZ Bank with extensive financial services experience across retail, commercial and investment banking, gained both globally and in the UK. John has a proven track record of implementing cost reduction, cultural transformation and driving through strategic change. He is also an experienced non-executive director and chairman. John will become Barclays’ Chairman at the conclusion of the 2015 AGM, and he will step down from his roles at Aviva plc and FirstGroup plc in April and July 2015 respectively.

John McFarlane

Non-executive

Age: 67

Appointed:
1 January 2015

Other current appointments:

Chairman, Aviva plc; Chairman, FirstGroup plc; Old Oak Holdings Limited; Westfield Group

Committees

E, N

 

Note

Detailed Director biographies can be found on pages 319 to 322

 

LOGO

 

 

  |  03

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    1


LOGO

Relevant skills and experience

Tushar joined Barclays in 2013 having spent the previous four years in senior management roles with JP Morgan Chase, most recently as the CFO of its Corporate & Investment Bank.

Throughout his time with JP Morgan he gained strategic financial management and regulatory relations experience. Since joining the Barclays Board he has been a driving influence on the Group’s cost reduction programme and managing the Group’s capital plan, particularly in response to structural reform.

Other current appointments

None

Tushar Morzaria

Group Finance

Director

Age: 46

Appointed:

15 October 2013

LOGO

Relevant skills and experience

Dambisa is an international economist and commentator on the global economy, having completed a PhD in economics. Dambisa has a background in financial services and a wide knowledge and understanding of African economic, political and social issues, in addition to her experience as a director of companies with complex, global operations.

Other current appointments

SABMiller plc; Barrick Gold Corporation

Committees

A, C, F

Dambisa Moyo

Non-executive

Age: 46

Appointed:

1 May 2010

LOGO

Relevant skills and experience

Frits is an experienced director, having held the position of CEO and non-executive director in a number of leading global organisations, most recently as CEO of Starwood Hotels and Resorts Worldwide, Inc. These roles have provided him with both a global business perspective and a clear understanding of key management issues, as well as experience of enhancing customer experience in a retail environment.

Other current appointments

None

Committees

None

Frits van Paasschen

Non-executive

Age: 53

Appointed:

1 August 2013

LOGO

Relevant skills and experience

Sir Michael joined Barclays after a long career with KPMG, during which he served as chairman from 2002 until 2007. He brings to the Board extensive financial and commercial experience gained in the UK, Continental Europe and the Middle East.

Sir Michael’s previous government roles, which include membership of the Prime Minister’s Business Advisory Group, and current role as president of the Confederation of British Industry, provide useful political and regulatory insight for the Board.

Other current appointments:

Chairman, BT Group PLC; McGraw Hill Financial Inc.

Committees

E, N

Sir Michael Rake

Deputy Chairman and Senior Independent Director

Age: 67

Appointed:
1 January 2008

LOGO

Relevant skills and experience

Diane holds the role of General Counsel and Company Secretary of ABB Limited, a listed international power and automation technologies company. Diane’s legal background, combined with her knowledge of regulatory and compliance requirements bring a unique perspective to discussions of the Board and its committees.

Other current appointments:

Advisory Board of The World Economic Forum’s Davos Open Forum

Committees

A, C

Diane de Saint Victor

Non-executive

Age: 60

Appointed:

1 March 2013

Relevant skills and experience

Sir John has been a Barclays Director since 2005, during which time he has provided invaluable support and leadership, most recently assisting in the identification and appointment of a successor to Sir David Walker as Chairman.

He has significant board level experience, including roles as former CEO and chairman of Cadbury Schweppes PLC and his current role as chairman of Merlin Entertainments Group PLC, bringing extensive knowledge of retailing and brand marketing to the Board.

LOGO

Sir John Sunderland

Non-executive

Age: 69

Appointed:
1 June 2005

Sir John will retire from the Barclays Board at the conclusion of the 2015 AGM.

Other current appointments

AFC Energy PLC; Aston University; Reading University Council; Cambridge Education Group Limited

Committees

C, E, R*, N

    

Relevant skills and experience

Steve has significant experience in financial services, in both investment banking with JP Morgan, where amongst other roles he served as the chairman of the risk management committee, and in regulation, through roles with the Federal Reserve Bank of New York and the Financial Services Authority. Steve also has significant board experience, having served in both executive and non-executive director roles in his career.

Other current appointments

None

Committees

F, R

LOGO

Steve Thieke

Non-executive

Age: 68

Appointed:

7 January 2014

Company Secretary

LOGO

Relevant skills and experience

Since joining Barclays as a graduate in 1979, Lawrence has worked in a number of roles, including as Chief of Staff to the CEO and as the Private Bank’s Chief Operating Officer. Lawrence is a member and Treasurer of the GC100, the Association of General Counsels and Company Secretaries of the FTSE100.

Lawrence Dickinson

Age: 57
Appointed:

19 September 2002

Committee Membership Key

A Board Audit Committee

C Board Conduct, Operational and Reputational Risk Committee

N Board Corporate Governance and Nominations Committee

F Board Financial Risk Committee

E Board Enterprise Wide Risk Committee

R Board Remuneration Committee

* Committee Chairman

04  |   


Governance: Directors’ reportGovernance: Directors’ report

UK Corporate Governance Code – index to disclosures

Who we are

Board of Directors

    

    

Group Executive Committeea

Biographies for Antony Jenkins, Group Chief Executive, and Tushar Morzaria, Group Finance Director, who are members of the Group Executive Committee, which is chaired by Antony Jenkins, can be found on pages 319 to 320.

 

 

“The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.”

 

LOGOThe UK Corporate Governance Code

 

LOGOThe UK Corporate Governance Code (the Code) is not a rigid set of rules. It consists of principles (main and supporting) and provisions. The Listing Rules require companies to apply the main principles and report to shareholders on how they have done so.

 

LOGO

Michael Harte

Chief Operations and Technology OfficerYou can find our disclosures as follows:

    

 

Bob Hoyt

Group General CounselLeadership

 Page

Valerie Soranno KeatingEvery company should be headed by an effective board which is collectively responsible for the long-term success of the company.

Chief Executive, Barclaycard

 

Board of Directors

5

Composition of the Board

39

There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No one individual should have unfettered powers of decision.

Roles on the Board

38

The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.

Roles on the Board

38

As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.

Roles on the Board

38

Effectiveness

Page

The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.

Board of Directors

5

Board Diversity

4

There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.

Appointment and re-election of Directors

35

All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.

Attendance

38

Time commitment

39

    

LOGO

LOGO

LOGO

Thomas King

Chief Executive,

Investment Bank

Robert Le Blanc

Chief Risk Officer

Irene McDermott Brown

Group Human

Resources Director

LOGO

LOGO

LOGO

Jonathan Moulds

Maria Ramos

Mike Roemer

Group ChiefChief Executive,Group Head of

Operating Officer

Barclays Africa Group

Compliance

LOGOAll directors should receive an induction on joining the board and should regularly update and refresh their skills and knowledge.

    

Ashok Vaswani Induction

 39 

Training and development

40

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.

Chief Executive,

Information provided to the Board

 40 

The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.

Personal

Review of Board and Board Committee effectiveness

 36 

All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.

Corporate Banking

Composition of the Board

 39

Appointment and re-election of Directors

35

Accountability

Page

The board should present a fair, balanced and understandable assessment of the company’s position and prospects.

Risk management

77

The board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.

Risk management and internal control

40

The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting, risk management and internal control principles, and for maintaining an appropriate relationship with the company’s auditors.

Board Audit Committee report

11

Accountability

40

Remuneration

Page

Executive directors’ remuneration should be designed to promote the long-term success of the company. Performance-related elements should be transparent, stretching and rigorously applied.

Remuneration report

51

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.

Remuneration report

51

Relations with shareholders

Page

There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.

Stakeholder engagement

42

The board should use general meetings to communicate with investors and to encourage their participation.

Stakeholder engagement

42

2    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Governance: Directors’ report

Chairman’s introduction

 

LOGO

Throughout this period of activity and change, your Board has been providing critical oversight of executive management to oversee the successful execution of the Group’s long term strategy.

LOGO

  

Board diversity

The Board has a balanced and diverse range of skills and experience. All Board appointments are made on merit, in the context of the diversity of skills, experience, background and gender required to be effective.

Balance of non-executive Directors: Executive Directors

LOGO

1    Chairman

2    Executive Directors

3    Non-executive Directors

1

2

12

Male: Female

12:3

Length of tenure (Chairman and non-executive Directors)

0-3 years
9     LOGO

3-6 years
2     LOGO

>6 years
2     LOGO

Geographical mix (Chairman and non-executive Directors)

United Kingdom
7     LOGO

Continental Europe
1     LOGO

United States
4     LOGO

Other
1     LOGO

Industry/background experience

(Chairman and non-executive Directors)b

Financial Services10
Political/regulatory contacts10
Current/recent Chair/CEO10
Accountancy/Financial3
International (US)4
International (Europe)5
International (RoW)3
Retail/Marketing2

  
    

Notes

a Biographies for all members of the Executive Commitee can be found on pages 321 to 322

b Individual Directors may fall into one or more categories

Dear Fellow Shareholders

Welcome to my 2017 corporate governance report. In my Chairman’s letter in the Strategic report, I highlighted the significant milestones and achievements for Barclays in 2017, including the further sell-down of our interest in Barclays Africa Group Limited, the closure of Barclays Non-Core, progress towards the establishment of our ring-fenced bank in 2018 as well as preparations for the UK’s departure from the EU. Throughout this period of activity and change, your Board has been providing critical oversight of executive management to oversee the successful execution of the Group’s long term strategy.

I firmly believe and have often said that the role of the Board is to create long term, sustainable value for our shareholders. In order to do this, we must have a robust corporate governance framework, providing systems of checks and controls to ensure accountability and drive better decision-making, and also policies and practices which ensure that the Board and its Committees operate effectively. Part of this is creating an environment which encourages a constructive relationship between the Board and executive management to enable an appropriate level of debate, challenge and support in the decision-making process. I am pleased to report that in 2017 your Board and executive management continued to demonstrate this dynamic as we worked together in executing strategy.

The impending changes to our Group corporate structure following structural reform has been a significant area of focus for the Board in 2017 and no doubt will continue to be at the forefront of our minds in 2018. After approving for appointment Sir Gerry Grimstone as the Chairman of Barclays International and Sir Ian Cheshire as the Chairman of Barclays UK, we worked closely with both of them to recruit high quality candidates to build the boards of those two entities. Our aim is to ensure that corporate governance within Barclays is in line with best practice for FTSE100 companies and as a Board we will work hard to ensure that our governance framework is always providing the

strong foundation needed for effective management of the Group.

Board changes in 2017

Through the Board Nominations Committee, we are always considering whether we have the right mix of individuals on the Board, providing an appropriate balance and diversity of skills, experience and perspectives. It is important that it is inherent within the composition of the Board that a broad range of perspectives and views are able to be provided which are representative of our customers, clients and employees as the foundations of our bank. In addition, we are also regularly thinking about Board succession planning and ensuring we have a strong pipeline of directors to steer the Group over the long-term. With this in mind, we brought on three new non-executive Directors in 2017: Sir Ian Cheshire, Matthew Lester and Mike Turner CBE, all of whom have significant board-level experience and bring specific sector and technical expertise to your Board. During 2017, Diane de Saint Victor and Steve Thieke, both non-executive Directors, left the Board and I thank them on behalf of the Board for their contributions and service.

With the changes in 2017, our current female representation on the Board sits at 21%. Last year I reported that we set ourselves a Board diversity target of having 33% female representation on the Board by 2020. We are conscious that our gender diversity balance on the Board has fallen from 2016, but remain committed to achieving the target that we have set. Ensuring diversity of gender, as well as diversity in its other forms such as ethnicity, is built into our governance processes around Board composition and succession planning, and you can read more about this in the Board Nominations Committee report on pages 33 to 37.

 

  |  05

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    3


What we did in 2014

Chairman’s Introduction

 

Governance: Directors’ report

Chairman’s introduction

    

LOGOConduct, culture and values

‘It is my responsibility to drawThe Board also actively supports diversity throughout the Group. To attract and retain the best out of my fellow Directors, both individuallytalent, we need to create an environment in which colleagues can thrive, develop and collectively, so that the Board works as a team that, together, is stronger than the sum of its parts.’

Dear Shareholders

My role, as Chairman, is to lead the Board and ensure that it works effectively and collaboratively in pursuitachieve their ambitions. I am very proud of the creation of sustainable long-term shareholder value. It is my responsibilityinitiatives that we have at Barclays to draw the best out of my fellow Directors, both individuallyencourage diversity and collectively, so that the Board workssupport inclusion among colleagues. Most recently, we launched a campaign aimed at increasing mental health awareness as Barclays aims to become a team that, together, is stronger than the sum of its parts. The pre-conditions for success are clear: an agreed perspective on what“mental health confident” organisation, and we are tryingdelighted that our Chief Internal Auditor, Sally Clark, is the Executive sponsor for “Be Well”, our well-being initiative. Everything we do at Barclays is underpinned by theBarclays Values and Purpose, and we must act with respect, transparency and integrity in our interactions with stakeholders and with each other to achieve; acreate the right culture, of mutualand encourage the right behaviours by colleagues, across the Group. With that framework, we can build and maintain the trust and respect, with shared values;confidence of our stakeholders and transparentthe market.

An important part of our strategy in relation to cultural progress and honest relationships betweenembedding ourBarclays Values is our citizenship strategy, the non-executive and executive Directors, including a willingness to be open to different views and ways of thinking.

As Chairman, I have encouraged frankness and openness in Board debate and also sought to allow sufficient time for focus on critical strategic issues. Details of how we allocatedShared Growth Ambition, where our time and our main areas of focus in 2014 can be found on page 8. My goal has been to ensure that the Boardlong-term aim is collaborative, yet challenging when it needs to be and that discussions at Board and Board Committee meetings are candid and open, yet constructive. The aim throughout has been to create and maintain an environment wheregrow a collection of products, services and partnerships that improve the Board is cohesive and committedlives of people in supportthe communities that we serve. In 2017 we launched Barclays’ “green bonds” as part of our strategic aims, yet remains opensupport for the transition to different viewpointsa sustainable and ideas. Overall, we have been united behind our common purpose and respectful oflow carbon economy. This was the responsibilities of the Executive team in running the business day-to-day, giving them our full support in executing against our agreed strategy.

Board appointments and succession planning

This atmosphere of constructive challenge and debate depends on having the right people in place. Board composition is subject to an on-going process of review and refreshment. The priority is to ensure that the Board collectively has the right balance and diversity of expertise, skills, experience and perspectives needed to provide effective oversight of the business and I am fortunate to be supportedfirst green bond issued by a Board that has a broad and diverse range of skills. As aUK bank we naturally seek out those with financial services experience, but other backgrounds, such as specific knowledge of a geographic area or customer segment, bring valued perspectives to the Board and provide credible challenge in these areas. Equally important is that Directors demonstrate independence of mind, judgement and maturity. Independence is an indispensible trait that underpins the Board’s ability to exercise appropriate oversight of the Executive team.

There were a number of changes to the Board in 2014. Fulvio Conti and Simon Fraser left the Board at the conclusion of the 2014 AGM. Steve Thieke and Crawford Gillies joined the Board, in January and May 2014 respectively, and in September 2014 we announced that John McFarlane would join the Board with effect from 1 January 2015 and succeed me as Chairman at the conclusion of the 2015 AGM. Details of the skills and experience each of these new Directors brings to the Board can be found in their biographies on pages 3 and 4. The Board Corporate Governance and Nominations Committee oversaw each of these appointments and reports on page 24 on the process it followed and its deliberations.

Succession planning is not, however, confined to the Board itself. A clear parallel responsibility is for the Board to be able to identify and cultivate the leaders of the future. Talent is a prerequisite for the success of any company and providing the Directors with a deeper insight into the character and capabilities of the senior executive team is essential for our long-term success. During 2014, the Board Corporate Governance and Nominations Committee increased its focus on talent management and succession planningusing UK assets, and you can read more about this includingin Barclays’ Strategic report. Initiatives like this not only enable us to contribute meaningfully to society, but also enable us to better understand the initiativesenvironment in which we have in placeoperate and our wider societal obligations, supporting the Board’s objective of delivering sustainable returns to ensure that the Board has line of sight to potential future leaders, on page 25shareholders.. Importantly, these interactions also allow the Board to see how members of the senior executive team act as role models for our Values and promote sustainable success.

 

06  |  LOGOYou can read more about the
Shared Growth Ambition at
home.barclays/citizenship

Stakeholder views

As a Board we are conscious of the impact that our business and decisions have on our customers, clients and employees as well as our wider societal impact. It is through an appreciation of our stakeholders that we can create a strategy aimed at delivering sustainable returns to our shareholders over the long term. The Board is supported in this role by the Board Reputation Committee, which monitors key indicators across the areas of conduct, culture, citizenship and customer satisfaction, as well as Barclays’ reputation and events that occur which may impact the trust in our brand.

The Board receives information about, and engages with, our various stakeholders throughout the year and one of the most important dates in our calendar is our Annual General Meeting, which gives the Board an opportunity to meet our shareholders and hear their views. During the year the Board is kept informed of shareholder views through regular

updates from the Head of Investor Relations, as well as the views of employees through the results of the BarclaysYour View employee opinion surveys. Another key stakeholder of Barclays is our regulators, and during 2017 the Board invited representatives of our regulators to attend meetings to hear directly their views and expectations of Barclays. All of these views form the context in which Board decision-making takes place and feeds into the considerations and debate when determining the Group’s strategy.

Board effectiveness

To deliver our strategy and achieve the delivery of long-term, sustainable value for shareholders requires an effective Board. It is an important part of my role as Chairman to satisfy myself that the Board – both collectively and its individual members – operates effectively. Each year, we conduct a self-assessment of our performance with the aid of an independent facilitator. As part of this process, I receive a report on the performance of our individual Directors, and our non-executive Directors, led by our Senior Independent Director, have the opportunity to review my performance. I am pleased to report that the results of the findings showed that your Board and its Committees are still operating effectively. There are, of course, areas to work on and challenges ahead once the new Group structure is crystallised following the stand-up of our new ring-fenced bank in 2018. Ensuring that there is clear accountability and delineated responsibilities in the new structure, not just between boards but also between committees and between the boards and the executive team, will be a key focus for us in 2018. You can read more about the findings and the review process undertaken for 2017 on page 36.

Looking ahead

2018 will be another pivotal year for Barclays with the execution of our new Group corporate structure, and I look forward to working closely with the boards of Barclays UK and Barclays International to embed a strong framework to ensure clear, effective and consistent corporate governance. We will continue to work closely with executive management on improving performance within the Group’s businesses, without losing sight of the need to constantly be acting in line with the Barclays Values and Purpose to build on and retain the trust and confidence of our customers, clients, employees. Together with your Board, we remain focused on working hard to execute the Group’s strategy in order to create sustainable long-term value for our shareholders.

John McFarlane

Chairman

21 February 2018

Board diversity

The Board has a balanced and diverse range of skills and experience. All Board appointments are made on merit, in the context of the diversity of gender, skills, experience and background required to be effective.

Balance of non-executive Directors:

executive Directors

LOGO

Gender balance

LOGO

Length of tenure

(Chairman and non-executive Directors)

LOGO

1 0-3 years6
2 3-6 years4
3 6-9 years2
Industry experience

(Chairman and non-executive Directors)*

1 Financial Services12 (100%)
2 Political/regulatory experience12 (100%)
3 Current/recent Chair/CEO5 (42%)
4 Accountancy/auditing2 (17%)
5 Operations and Technology1 (8%)
6 Retail/marketing1 (8%)
International experience**

(Chairman and non-executive Directors)*

1 International (UK)10 (83%)
2 International (US)2 (17%)
3 International (Rest of the World)2 (17%)

Note

*Individual Directors may fall into one or more categories
**In relation to Board experience based on the location of the headquarters/registered office of a company

4    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Governance: Directors’ report

Who we are – Board of Directors

Governance: Directors’ report

What we did in 2014Board of Directorsa

Chairman’s IntroductionBarclays understands the importance of having a Board with the right balance of skills, experience and diversity, and the composition of the Board is regularly reviewed by the Board Nominations Committee. The skills and experience of the current Directors and the value they bring to the Barclays Board are highlighted below.

LOGO

Full biographies can be accessed online via

www.home.barclays/investorrelations

 

LOGO

  John McFarlane

  Chairman

  Appointed:

  1 January 2015

Relevant skills and experience

John is Chairman of Barclays PLC and Barclays Bank PLC. He is a senior figure in global banking and financial services circles having spent over 40 years in the sector.

John is currently chairman of TheCityUK and a member of the Financial Services Trade and Investment Board and the European Financial Round Table. Other current non-executive directorships include Westfield Corporation, Old Oak Holdings Limited and The International Monetary Conference. John was previously chairman of Aviva plc where he oversaw a transformation of the company FirstGroup plc, and the Australian Bankers Association. He was also a non- executive director of The Royal Bank of Scotland, joining at the time of the UK government rescue. Prior to that he was CEO of Australia and New Zealand Banking Group Limited for 10 years, group executive director of Standard Chartered and head of Citibank in the UK.

Other current appointments

Member of Cranfield School of Management Advisory Board; Member of Institut International d’Etudes Bancaires; Member of the President’s Committee Confederation of British Industry

Committees

Nominations (Chairman)

LOGO

  Jes Staley

  Group Chief

  Executive

  Appointed:

  1 December 2015

Relevant skills and experience

Jes joined Barclays as Group Chief Executive on 1 December 2015. He has nearly four decades of extensive experience in banking and financial services. He worked for more than 30 years at JP Morgan, initially training as a commercial banker, later advancing to the leadership of major businesses involving equities, private banking and asset management and ultimately heading the company’s Global Investment Bank. Jes is currently a member of the Institute of International Finance and formerly served as managing partner at BlueMountain Capital. These roles have provided him with a vast experience in leadership and he brings a wealth of investment banking knowledge to Barclays’ Board.

Other current appointments

None

Committees

None

 

 

LOGO

  Sir Gerry Grimstone

  Deputy Chairman and   Senior

  Independent Director

  Appointed:

  1 January 2016

Relevant skills and experience

Sir Gerry brings to the Board a wealth of investment banking, financial services and commercial experience gained through his senior roles at Schroders and his various board positions. Sir Gerry has global business experience across the UK, Asia, the Middle East and the US. Sir Gerry has significant experience as a non-executive director and chairman. He is currently the chairman of Standard Life Aberdeen plc, independent non-executive board member of Deloitte NWE LLP, board adviser to the Abu Dhabi Commercial Bank and the lead non-executive at the Ministry of Defence.

Other current appointments

Financial Services Trade and Investment Board

Committees

Nominations, Reputation (Chairman)

LOGO

  Mike Ashley

  Non-executive

  Appointed:

  18 September 2013

Relevant skills and experience

Mike has deep knowledge of auditing and associated regulatory issues, having worked at KPMG for over 20 years, where he was a partner. Mike was the lead engagement partner on the audits of large financial services groups including HSBC, Standard Chartered and the Bank of England. While at KPMG, Mike was Head of Quality and Risk Management for KPMG Europe LLP, responsible for the management of professional risks and quality control. He also held the role of KPMG UK’s Ethics Partner.

Other current appointments

ICAEW Ethics Standards Committee; International Ethics Standards Board for Accountants; Chairman, Government Internal Audit Agency; Charity Commission

Committees

Audit (Chairman), Nominations, Risk, Reputation

aFull Director biographies can be found on pages 286 to 288

LOGO

  Tim Breedon CBE

  Non-executive

  Appointed:

  1 November 2012

Relevant skills and experience

Tim joined Barclays after a distinguished career with Legal & General, where, among other roles, he was the group chief executive until June 2012. Tim’s experience as a CEO enables him to provide challenge, advice and support to the executive on performance and decision-making.

Tim brings to the Board extensive financial services experience, knowledge of risk management and UK and EU regulation, as well as an understanding of the key issues for investors.

Other current appointments

Marie Curie; Chairman, Apax Global Alpha Limited; Chairman, The Northview Group

Committees

Audit, Nominations, Remuneration, Risk (Chairman)

LOGO

  Sir Ian Cheshire

  Non-executive

  Appointed:

  3 April 2017

Relevant skills and experience

Sir Ian joined Barclays in April 2017 as a non-executive Director and the Chairman of Barclays UK. From his lengthy executive career including his time as Group Chief Executive of Kingfisher plc, Sir Ian brings to the Board substantial business experience particularly in the international retail sector, as well as experience in sustainability and environmental matters. He holds strong credentials in leadership as well as being highly regarded by the Government for his work with various Government departments.

Other current appointments

Business Disability Forum President’s Group; Debenhams plc; Maisons du monde; Menhaden plc; lead non-executive director for the Government

Committees

Nominations

LOGO

  Mary Francis CBE

  Non-executive

  Appointed:

  1 October 2016

Relevant skills and experience

Mary has extensive board-level experience across a range of industries. She is a non-executive director of Swiss Re Group and Ensco plc and was formerly senior independent director of Centrica and a non-executive director of the Bank of England, Aviva and Alliance & Leicester. She held senior executive positions in the UK Treasury and Prime Minister’s Office and in the City as Director General of the Association of British Insurers. She brings to Barclays strong understanding of the interaction between public and private sectors and skills in strategic decision-making and all aspects of board governance.

Other current appointments

Advisory Panel of The Institute of Business Ethics

Committees

Remuneration, Reputation

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    5


Governance: Directors’ report

Who we are – Board of Directors

LOGO

  Crawford Gillies

  Non-executive

  Appointed:

  1 May 2014

Relevant skills and experience

Crawford has extensive business and management experience, gained with Bain & Company and Standard Life plc. These roles have provided him with experience in strategic decision-making and knowledge of company strategy across various sectors and geographical locations.

Crawford has also held board and committee chairman positions during his career, notably as chairman of the remuneration committees of Standard Life plc and MITIE Group PLC and is a senior independent director at SSE plc.

Other current appointments

Chairman, The Edrington Group Limited

Committees

Audit, Nominations, Remuneration (Chairman)

LOGO

  Reuben Jeffery III

  Non-executive

  Appointed:

  16 July 2009

Relevant skills and experience

Reuben has extensive financial services experience, particularly within investment banking and wealth management, through his role as CEO and president of Rockefeller & Co. Inc. and Rockefeller Financial Services Inc. and his former senior roles with Goldman Sachs, head of the European Financial Institutions Group. His various government roles in the US, including as chairman of the Commodity Futures Trading Commission and as undersecretary of state, provides Barclays’ Board with insight into the US political and regulatory environment.

Other current appointments

Advisory Board of Towerbrook Capital Partners LP; Financial Services Volunteer Corps; The Asia Foundation

Committees

Nominations, Risk

LOGO

  Matthew Lester

  Non-executive

  Appointed:

  1 September 2017

Relevant skills and experience

Matthew joined Barclays as a non-executive Director in September 2017 and contributes strong financial management and regulatory experience to the Board, having held a number of senior finance roles across a range of business sectors, including financial services. Most recently was chief financial officer of Royal Mail Group. Matthew’s financial expertise enables him to analyse effectively complex reporting and risk management processes. He is currently a non-executive director of Man Group plc and Capita plc, where he also chairs the audit and risk committees of both companies.

Other current appointments

None

Committees

Audit, Risk

LOGO

  Tushar Morzaria

  Group Finance Director

  Appointed:

  15 October 2013

Relevant skills and experience

Tushar joined Barclays in 2013 having spent the previous four years in senior management roles with JP Morgan Chase, most recently as the CFO of its Corporate & Investment Bank. Throughout his time with JP Morgan he gained strategic financial management and regulatory relations experience. Since joining the Barclays Board he has been a driving influence on the Group’s cost reduction programme and managing the Group’s capital plan, particularly in response to Structural Reform.

Other current appointments

Member of the 100 Group main committee

Committees

None

LOGO

  Dambisa Moyo

  Non-executive

  Appointed:

  1 May 2010

Relevant skills and experience

Dambisa is an international economist and commentator on the global economy, having completed a PhD in economics. Dambisa has a background in financial services and a wide knowledge and understanding of African economic, political and social issues, in addition to her experience as a director of companies with complex, global operations. She served as a non-executive director of SABMiller plc (2009-2016) and Seagate Technology (2015-2017).

Other current appointments

Chevron Corporation; Barrick Gold Corporation

Committees

Remuneration, Reputation

LOGO

  Diane Schueneman

  Non-executive

  Appointed:

  25 June 2015

Relevant skills and experience

Diane joined Barclays after 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, and latterly for IT, operations and client services worldwide. She brings a wealth of experience in managing global, cross-discipline business operations, client services and technology in the financial services industry. Diane is a member of the board of Barclays US LLC, Barclays’ US intermediate holding company and chair of Barclays Services Limited.

Other current appointments

None

Committees

Audit, Risk

LOGO

  Mike Turner CBE

  Non-executive

  Appointed:

  1 January 2018

Relevant skills and experience

Mike has considerable business and board level experience gained from his lengthy career with BAE Systems PLC where he was CEO as well as his non-executive positions. He has a strong commercial background and experience in strategy and operational performance culture. Mike brings significant leadership and strategic oversight experience to the Board, particularly from his roles as chairman of Babcock International Group PLC and GKN Plc.

Other current appointments

Member of the UK Government’s Apprenticeship Ambassadors Network

Committees

Reputation

Company Secretary

LOGO

  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 the UK. Stephen has extensive experience in corporate governance, legal, regulatory and compliance matters. Stephen has also previously served as Chairman of the ICC UK’s Committee on Anti-Corruption as well as on working groups of the GC100, providing business input into key areas of legislative and policy reform.

6    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

Who we are – Group Executive Committee

Group Executive Committeea

LOGO

Biographies for Jes Staley, Group Chief Executive, and Tushar Morzaria, Group Finance Director, who are members of the Group Executive Committee, which is chaired by Jes Staley, can be found on pages 5 and 6.

LOGO

  Paul Compton

  Group Chief Operating   Officer

LOGO

  Bob Hoyt

  Group General Counsel

LOGO

  Laura Padovani

  Interim Group Chief   Compliance Officer

LOGO

  Tristram Roberts

  Group Human   Resources Director

Group Executive Committee meetings are also attended on a regular basis by the Chief Internal Auditor, Sally Clark, and by an ex-officio member, drawn from senior management. The current ex-officio member is Barry Rodrigues, Head of Barclaycard International.

LOGO

  Tim Throsby

  President, Barclays

  International and Chief

  Executive Officer,

  Corporate and

  Investment Bank

LOGO

  Ashok Vaswani

  CEO, Barclays UK

LOGO

  C S Venkatakrishnan

  Chief Risk Officer

 

aExecutive Committee biographies can be found on pages 288 to 289

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    7


Governance: Directors’ report

What we did in 2017

Board report

The Role of the Board

The Board of Directors is responsible for promoting the highest standards of corporate governance in Barclays.

LOGO

Further details about our corporate governance framework, policies and

Board responsibilities can be found online at home.barclays/corporategovernance

Board commitment

The roleWe act in a way that we consider promotes the success of Barclays for the benefit of shareholders as a Barclays Directorwhole, and are accountable to the shareholders for creating and delivering sustainable value. It is a demanding one and we require – and expect – a significant time commitment from our Directors. This means not only preparing for and attendingresponsibility as the Board and Board Committee meetings, but committing time to initial induction, ongoing training and engagement with both the Executive team and with external constituents, including shareholders and regulators. I aim to ensure that Directorsmanagement not only delivers on short-term objectives, but promotes the long-term growth of Barclays. Our corporate governance framework embeds what we believe are kept fully informed about key businesses, performancethe right culture, values and behaviours throughout the Group and supports our role in determining strategic objectives and policies.

In addition to setting strategy and overseeing its implementation, we are also responsible for ensuring that management maintains an effective system of internal control. An effective system of internal control should provide assurance of effective and efficient operations, internal financial controls and compliance with law and regulation. In meeting this responsibility, we consider what is appropriate for the Group’s business and

reputation, the materiality of financial and other risks and any external changesthe relevant costs and benefits of implementing controls. See page 40 for further details on those systems of controls.

The Board is the decision-making body for matters that, owing to policytheir strategic, financial or regulation that may impact us. You can read more about this on page 35.

Information flows

reputational implications or consequences, are considered significant to the Group. A common refrain from many directors, regardlessformal schedule of industry or sector, is that the extent and volume of the material and data presented to boards can be overwhelming. Of course, as a Board we are reliant on the Executive team, which is operationally responsible for managing the business, for information, but we can, and do, make our expectations and requirements in this regard quite clear. It is critical that the right information flowspowers reserved to the Board atensures that our control of these key decisions is maintained. A summary of the right time and for that information to be at the appropriate level of detail and to be balanced and measured. As Chairman I have sought to ensure that information presentedmatters reserved to the Board is balanced, thematic and clear so that it providescan be found athome.barclays/corporategovernance. It includes the best support for open discussion. The Board has also sought outside thinking and perspectivesapproval of appointments to stimulate debate, for example, in 2014 external third parties have provided perspectives on emerging risks and on growth opportunities in Africa.

Board performance

The effective performance of the Board, is my responsibility as Chairman. To assess our effectiveness, we formally evaluate the performance of the Board, the Board CommitteesBarclays’ strategy, financial statements, capital expenditure and the Directors annually. We have engaged the services of an external facilitator each year since 2004, as we feel this brings a valuable, objective perspective to our assessment. Last year I reported to you that we intended to agree a set of Board priorities and report on progress against these. You can find our progress report and details of 2014’s Board effectiveness review, including a high-level statement of the outcomes, on page 29 & 30.any major acquisitions, mergers or disposals.

Board Committees

To ensure thatThe main Board Committees are the Board Audit Committee, the Board Nominations Committee, the Board Remuneration Committee, the Board Reputation Committee

and the Board Risk Committee. Pursuant to authority granted under our Articles of Association, each Board Committee has had specific responsibilities delegated to it by the Board. Further information on the role and activities of each of the Board Committees can devote as much time as possiblebe found in this report on pages 11 to strategic matters,37 and in their individual terms of reference, which have been approved by the Board and are available athome.barclays/corporategovernance.

In addition, the Regulatory Investigations Committee was formed in 2012 and focused on providing Board-level oversight of risk managementregulatory investigations. In 2017, this Committee was disbanded with residual matters being brought under the oversight of the Board Audit Committee or falling directly under the Board’s oversight, as appropriate.

You can read more about what the Board and control, financial reporting, reward and succession and talent is delegated to specific Board Committees. This ensures that each of these important areas is subject to an appropriate level of scrutiny. Thethe Board Committee Chairmen reportCommittees did during 2017 on the following pages how each Board Committee discharged its responsibilities in 2014 and the material matters they considered.pages.

Looking ahead

This is my final report to you as Chairman, as I will retire from the Board at the conclusion of the AGM on 23 April 2015. I would like to take this opportunity to thank my Board colleagues – both present and former – for the unstinting support and assistance they have given me, through their contribution on the Board and Board Committees and more widely, during my period as Chairman. In particular, I would like to thank Sir John Sunderland, who also retires from the Board at the conclusion of the AGM, for his dedicated service to Barclays over the past 10 years through what has been one of the most eventful periods in our long history. As I hand over to my successor, John McFarlane, Barclays is on the way to becoming leaner, stronger and better-balanced, with a clear strategy in place to deliver higher profits, returns and growth, with lower costs and lower earnings volatility. I wish my Board colleagues every success for the future.

Sir David Walker

Chairman

2 March 2015

 

 

LOGO

8    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


LOGO

Strategic goalsPrincipal risks

Strategy formulation and monitoring

Debated and provided input to management on the formulation of overall Group strategy, and reflected on the Group strategy with longer term views on what could be done to accelerate returns and build capital. The topics covered include:LOGOLOGO

    potential growth opportunities, and key trends and risks, for Barclays UK and Barclays International

     constraints and risks to strategy execution, including economic assumptions, expected regulatory requirements on capital and solvency ratios, anticipated changes to accounting rules including IFRS 9, investor expectations, and potential impacts for clients and customers

    a strategic approach to costs optimisation, including analysing the impact on costs of different structural initiatives such as product redesign and automation

    impact of continuing legacy conduct issues on capital requirements and profit targets

    options for the location of Barclays’ operations in Europe, driven by the EU Referendum result.

Discussed regular updates from the Group Chief Executive on the progress being made against the Group’s 2017 execution priorities and capital targets, received insights on stakeholder, employee and cultural matters (including results from employee opinion surveys), and updates on items of focus for the Group Executive Committee.LOGOLOGO
Considered the strategy, and assessed the progress of execution of strategy, in the businesses within each of Barclays UK and Barclays International.LOGOLOGO
Monitored the progress of the sell down of the Group’s remaining interest in Barclays Africa Group Limited.LOGOLOGO
Monitored the progress of the rundown and subsequent closure of Barclays Non-Core.LOGOLOGO
Monitored the progress of the Group’s execution of its structural reform programme – see the case study on page 10 for further details.LOGOLOGO
Monitored the potential implications of the UK’s preparations to leave the EU following the EU Referendum result; approved and monitored progress of the expansion of Barclays Bank Ireland’s operations in preparation for Brexit – see the case study on page 10 for further details.LOGOLOGO

Finance, including capital and liquidity

Debated and approved the Group’s Medium Term Plan for 2017-2019.LOGOLOGO
Regularly assessed financial performance of the Group and its main businesses through reports from the Group Finance Director.LOGOLOGO
Reviewed and approved Barclays’ financial results prior to publication, including approving final and interim dividends.LOGOLOGO
Discussed market and investor reaction to Barclays’ strategic and financial results announcements, with insights provided by the Head of Investor Relations.LOGOLOGO
Provided input, guidance and advice to senior management on the high-level shape of Barclays’ 2018-2020 Medium Term Plan and subsequently approved the final plan.LOGOLOGO

 

 

  |  07

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    9


Governance: Directors’ report

What we did in 2017

Board report

Strategic goalsPrincipal risks

Governance and risk, including regulatory issues

Debated and approved the 2017 risk appetite for the Barclays Group.LOGOLOGO
Regularly assessed Barclays’ overall risk profile and emerging risk themes, hearing directly from the Chief Risk Officer and the Chairman of the Board Risk Committee.LOGOLOGO
Received reports on Barclays’ operational and technology capability, including specific updates on cyber risk capability and the strategy for technology and infrastructure services.LOGOLOGO
Approved the Group’s 2017 Recovery Plan and US Resolution Plan.LOGOLOGO
Invited representatives of Barclays’ UK and US regulators to meetings to enable the Board to hear first-hand about regulatory expectations and their specific views on Barclays.LOGOLOGO
Considered and debated proposals for the establishment of a programme to further enhance Barclays’ management information framework across all businesses and entities within the Group.LOGOLOGO
Discussed and received regular updates directly from the Chief Controls Officer on the Group’s internal controls and framework, and monitored progress of the Barclays Internal Control Enhancement Plan (the programme for remediation of identified risk and control issues).LOGOLOGO
Considered regular updates from the Group General Counsel on the legal and regulatory risks and issues facing Barclays –refer to note 29 in the financial statements.LOGOLOGO
Considered matters relating to Board succession and approved appointments to the Board and Board Committees.
Received and considered regular updates from the Chairmen of the Board’s principal Board Committees on the matters discussed at Board Committee meetings. See the reports of each Board Committee set out on the following pages for further details.LOGOLOGO
Received regular updates (following the establishment of each respective board) from the Chairs of the Barclays UK and Barclays International divisional boards and the Group Service Company.LOGOLOGO
Considered updates on views of major shareholders, particularly in the period leading up to the 2017 Annual General Meeting.LOGOLOGO
Discussed the Board and Committee governance framework in the context of structural reform, and considered significant developments in UK corporate governance and other corporate governance matters.
Considered the results of the 2016 Board effectiveness review and proposed action plan, and considered the process for and findings of the 2017 Board effectiveness review. See page36 for further details of this process and the findings for 2017.LOGOLOGO
Other, including compensation
Considered progress on Barclays’ talent and succession planning (and hosted receptions for key talent within the Group), and received updates on the Bank’s diversity and inclusion initiatives, including from the Chairman of the Board Nominations Committee.LOGOLOGO
Considered and approved the 2017 incentive funding pools for the Group and allocation among each business and function – see the Remuneration report on pages51 to 74 for further details.LOGOLOGO

 

Governance in Action – Structural reform and Brexit

Execution of structural reform

The execution of our structural reform programme was a significant focus for the Group in 2017 as we move towards the legal entity stand up of our ring-fenced bank in 2018. Building on from the work carried out in 2016, the Board continued to closely monitor and evaluate progress on the execution of the programme in 2017. Specific matters addressed by the Board included the following:

  overseeing the establishment of the Group Service Company, which was launched on 1 September 2017

  monitoring the stakeholder communications plan (including, in particular, the communications plan for customers and employees)

  considering regular updates on migrating sort codes with a focus on any potential impact on customers and clients

  

 

 

The Board’s focus in 2014

 

 
 

 

 
   Strategy and Performance ¡   Debated and challenged strategic options and alternatives, agreeing the refined strategy and the outcomes of the Group Strategy Update announced on 8 May 2014 
   ¡   Considered and assessed the strategic and operational performance of each business 
   ¡   Discussed and approved the operations and technology strategy 
   ¡   Evaluated, on a regular basis, performance against the Balanced Scorecard 
   ¡   

Approved the disposal of Barclays’ Spanish businesses

 

 
 

 

 
   Finance, Capital and Liquidity ¡   Assessed and monitored, on a regular basis, performance against agreed financial targets, including return on equity, the CET1 ratio, the leverage ratio and costs target 
   ¡   

Challenged, discussed and approved the Short Term Plan and debated the Medium Term Plan

 

 
 

 

 
   Governance and Risk ¡   Assessed the potential impact of structural reform in the UK and US and evaluated risks, challenges and plans for implementation 
   ¡   Met with representatives of UK and US regulators 
   ¡   Debated specific conduct and litigation matters and potential outcomes and impacts 
   ¡   Evaluated and approved proposed risk appetite for 2015 
   ¡   Monitored on a regular basis, with the support of the Board’s risk committees, performance against agreed risk appetite for 2014 and the risk profile 
   ¡   

Evaluated and approved recovery and resolution plans

 

 
 

 

 
   Culture and Values ¡   Tracked, with the support of the Board Conduct, Operational and Reputational Risk Committee, the progress being made on cultural change 
   ¡   

Undertook training on Barclays culture and values

 

 
 

 

 
   Other ¡   Debated and endorsed recommendations of the Board Remuneration Committee with regard to compensation decisions for the 2013 financial year 
   ¡   Evaluated the outcomes of the Board Effectiveness Review and agreed, with the support of the Board Corporate Governance and Nominations Committee, the Board’s priorities and an action plan for 2014 
   ¡   Assessed, with the support of the Board Corporate Governance and Nominations Committee, talent management and succession plans for senior executive positions 
   ¡   

Approved, on the recommendation of the Board Corporate Governance and Nominations Committee, the appointment of John McFarlane to succeed Sir David Walker as Chairman

 

 
 

 

 
 

 

 

 

 

 

 

Board Allocation of Time (%)

 

 
 

 

   
 

 

LOGO

   20142013  
1   Strategy Formulation and
     Implementation Monitoring
4741  
2   Finance (incl. capital and liquidity)1722  
3   Governance & Risk (incl. regulatory issues)3235  
4   Other (incl. compensation)43  
       
       
       
       
       

  overseeing and approving various transfers of assets and liabilities among Barclays Group entities including establishing a Committee to provide appropriate Board-level oversight of the processes involved

 

  with the support of the Board Nominations Committee, debating the composition of, and appointments to each of, the boards of Barclays UK, Barclays International and the Group Service Company and discussing the appropriate governance arrangements for the new Group structure.

Preparations for Brexit

Another area of focus for the Board was preparations for the impact of the UK’s exit from the EU. Barclays has created an internal programme specifically in relation to the planning and preparation for Brexit. The Board debated potential EU hubs for Barclays’

European operations and decided to pursue expansion in Ireland where we have been operating for over 40 years and have an existing banking licence held by Barclays

Bank Ireland. Specific matters considered by the Board included debating the feasibility of a significant expansion of Barclays Bank Ireland’s operations, the transfer of capital and resources to Barclays Bank Ireland and assessing the progress being made with applications for the necessary regulatory licensing requirements with the relevant authorities.

The successful completion of the Group’s structural reform programme and further progress on our Brexit plans will continue to be areas of focus for the Board in 2018.

 

08  |  10    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

LOGO

Solid progress has been made in turning the controls enhancement programme into a ‘business as usual’

activity, with an emphasis on achieving sustainable

progress.

LOGO

Governance: Directors’ reportDear Fellow Shareholders

WhatIn writing this report I have reflected on how Barclays has been working to embed the significant strategic changes put in place during 2016 while responding to new challenges driven by the external landscape, in particular the delivery of Structural Reform and preparation for Brexit.

As I reported in 2017, the Committee continues to consider a critical part of its role to be ensuring that the commitment to strengthening Barclays’ control environment is maintained throughout this transformational period. My Committee colleagues and I have been encouraged by the increased rigour applied to oversight of the Group control environment following the creation of the Chief Controls Office at the end of 2016. This has given the Committee greater clarity and transparency regarding thematic control environment issues impacting the Group, and has helped to highlight areas of the business where there may be a concentration of issues and where focus on remediation is required. Regular updates on the overall control environment framework have also continued to be provided to the Board over the course of the year, underlining the importance that the Board of Barclays places on this programme of activity.

Solid progress has been made in turning the controls enhancement programme into a ‘business as usual’ activity, with an emphasis on achieving sustainable progress. The Committee has observed heightened focus and attention across the organisation on the importance of having robust processes in place across the business to self-identify controls issues and ensure that there are effective remediation plans in place for which senior management are accountable. The embedding of the Chief Controls Office as part of the first line of management within the organisation has also been helpful in delineating more clearly for the organisation the respective roles of the second and third lines of defence. The controls office has taken over the co-ordination of the Risk and Control Self-Assessment process and this will

continue to be an area of focus in 2018 as management develops a more detailed, granular self-assessment process which should assist in proactively identifying controls which require remediation. Further details may be found in the Risk Management and Internal Control section on page 40.

The Committee has continued to engage with senior management regarding areas of controls weaknesses in their businesses and has received presentations from a number of different areas of the organisation on the actions taken to address unsatisfactory audit reports.

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

The Committee has continued to oversee the performance and effectiveness of internal and external audit, the main independent assurance mechanisms that serve to protect shareholders’ interests.

I continue to hold regular meetings with the Chief Internal Auditor and members of her senior management team to ensure I am aware of current work programmes and any emerging issues. I also agreed the Chief Internal Auditor’s objectives and the outcomes of her performance assessment and remuneration. The Committee also held a networking event with Barclays Internal Audit (BIA) during 2017, enabling Committee members to meet on a less formal basis with senior members of the BIA management team.

During 2017, the Committee continued to monitor closely the implementation of the action plan to address the recommendations arising from the review undertaken by the PRA of BIA to increase its effectiveness.

The Chartered Institute of Internal Auditors requires an independent external review of

internal audit functions to be carried out at least every five years and during 2017, the Committee commissioned an independent external quality assessment of BIA, further details of which may be found on page 19. The Committee was satisfied with the conclusions drawn in 2014the report, while noting that there were a number of areas for potential development. The Committee considered that the need for a period of stability and consolidation within BIA would be particularly important to embedding existing initiatives and the Committee will continue to monitor this and other recommendations during 2018. In preparation for Structural Reform, BIA has aligned its audit planning and reporting to the new legal entity structure.

Board Audit

The Committee Reportcontinued to exercise its responsibility for ensuring the integrity of Barclays’ published financial information by debating and challenging the critical judgements and estimates made by management. The exercise of appropriate judgement in preparing the financial statements is critical in ensuring that Barclays reports to its shareholders in a fair, balanced and transparent way. During the course of 2017, the Committee oversaw Barclays’ transition to KPMG as Barclays’ statutory auditor which was approved by shareholders at the 2017 annual general meeting. The lead audit partner is Guy Bainbridge who has held this role since KPMG’s appointment as the Group’s auditor. KPMG has brought fresh challenge and insight not only on accounting judgements and policies but also on financial controls which the Committee has found valuable. The report that follows sets out details of the material matters considered by the Committee since my last report. One of the key developments in accounting policy in 2017 has been Barclays’ preparation for the implementation of the IFRS 9 impairment standard on 1 January 2018. The Committee reviewed the guidance note to non-executive Directors from the PRA in relation to IFRS 9 implementation and was comfortable that the areas highlighted by the PRA were being

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    11


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

 

 

  LOGOaddressed. Further details of the Committee’s consideration of the judgements and financial impacts relating to the implementation of the new standard may be found in the ‘Governance in Action’ section of the Committee report on page 21.

I have continued to hold the role of Whistleblower’s Champion, a position required by the FCA to be held at Board level. As champion, I continue to have specific responsibility for the integrity, independence and effectiveness of the Barclays’ policies and procedures on whistleblowing, including the procedures for protecting employees who raise concerns from detrimental treatment. As Whistleblower’s Champion and as Chairman of the Committee, I have been involved in overseeing the implementation of the suggested enhancements following the benchmarking review undertaken in 2017 at the request of the Board of Barclays.

Responsibility for the oversight of litigation, investigation and competition matters has transitioned to the Committee, in line with the Committee’s existing responsibility for the oversight of matters related to disclosure and provisioning. The Committee has received regular updates on these matters from the Group General Counsel, with matters of particular significance to the Group continuing to be subject to oversight by the Board of Barclays.

I attended meetings of the IHC audit committee to gain a first-hand insight into the issues being addressed by that committee and have held regular meetings with the chairmen elect of the Barclays UK and Barclays International audit committees. The chairmen or chairmen elect of all those entities have attended at least one Committee meeting during 2017. I also met frequently with other members of senior management, including the Group Finance Director, and continued my engagement with Barclays’ regulators both in the UK and US. I have reported regularly on the activities of the Committee to the Board of Barclays.

‘I see our activity as directly supporting the embedding of Barclays’ Values and playing an important part in changing the culture’.Committee performance

Dear Shareholders

InThe Committee’s performance during 2017 was assessed as part of an internal committee effectiveness review. The conclusion of my report last yearBoard colleagues and standing attendees at Committee meetings was that the Committee is regarded as operating effectively and the Board takes assurance from the quality of the Committee’s work. It is considered well constituted with the right balance of skills and experience. The main area identified for improvement was the need to manage a demanding agenda efficiently so that time is allocated to the most significant items for discussion.

Last year’s review commented on the need to strengthen the depth of financial and accounting expertise on the Committee via new appointments, which I spoke aboutam pleased was addressed through the levelappointment of changeMatthew Lester to the Committee when he joined the Board of Barclays is undergoing, driven by both internal and external factors, andin September 2017. The review also highlighted the need to ensure that the effectiveness of Barclays’ control environment is maintained and reflects the increasing expectations of our shareholders. The pace of change has continued unabated andway in which the Committee placedworks with the Board Reputation and Board Risk Committees continues to capture all significant focus during 2014 on the control environment, in particular, on encouraging and supporting measures to ensure that there is senior level accountability and ownership of control issues and their remediation.effectively while minimising any overlap. I see our activity as directly supporting the embedding of Barclays’ Values and playing an important part in changing the culture and driving accountability.

This emphasis on internal control does not mean we have focused any less on the other important matters within our remit in a year when the role of audit committees in ensuring the integrity of financial reporting continued to be scrutinised. Thework closely with my fellow Board Committee continuedchairmen during 2017, particularly with the Board Risk Committee chairman in order to debate and challengeclarify the assumptions and estimates made by management, particularlyresponsibility of the respective committees for operational risk issues, which each Committee has a role in respect of valuations and provisions, the key judgements applied to Barclays’ financial statements and how Barclays’ performance is presented to ensure that it is reported in a fair, balanced, understandable and transparent way. We also placed appropriate weight on ensuring that both the internal and external audit processes were effective, with particular support for the internal audit function in embedding its Management Control Approach (MCA) assessments. overseeing.

You can read more below about the significant matters we addressed during the year.

On a more personal level, during 2014 I had significant interaction with our regulators in the UK and the US and also took opportunities to visit Barclays’ business operations, including those in the US, Africa, Hong Kong and Singapore.

Committee performance

As partoutcomes of the annual Board Effectiveness Review, a separate exercise was conducted to assess the Committee’s performance. The assessment found that the Committee is performing effectively. Please see the Board evaluation reporteffectiveness review on page 29 for more details. I have been well-supported by my colleagues on the Committee and thank them for their contribution during 2014.36.

Looking ahead

2015 will seeIn 2018, in addition to overseeing management’s progress in continuing to embed the Committee occupied with the significant task of overseeing the tenderrole of the external audit. My recent connection with KPMG means that I will not be involved inChief Controls Office and the assessment and selection. More detail about the audit tender process and its governance can be found on page 16. We will also continue our focus on embedding the Enterprise Risk Management Framework, the first and second linesGroup’s management of defence and developing a holistic assurance framework for controls. The Committee will also have a role in supporting Barclays’ compliance with the revised UK Corporate Governance Code, which applies to Barclays for the 2015 financial year. Amongst other things, the Board will be required to make a statement of Barclays’ longer-term viability. The current intention

is that the required viability statement will cover the three year period of Barclays’ Medium Term Plan andcontrols remediation, the Committee will be focusing on some significant accounting issues, including in particular, monitoring the impact of IFRS 9 and the resultant disclosures. The Committee is looking forward to working with managementthe audit committees of Barclays UK and Barclays International as we discharge our responsibilities and focus on ensuring efficient and effective coverage of the business under the new group structure. We have already agreed an allocation of responsibilities, and embedding the necessary reporting and information flows across the three audit committees to ensure that there isall of them can discharge their responsibilities efficiently will be a robust process in place to support the statement to be made by the Board. Likewise, we will work with management to ensure that the current processes underpinning our oversightkey area of internal controls provide appropriate support for the required Board statement on the effectiveness of risk management and internal controls.focus.

Mike Ashley

Chairman, Board Audit Committee

2 March 201521 February 2018

Committee allocation of time (%)

 

LOGO

      2017    2016
1 Control issues    11*        23
2 Business control environment    15        19
3 Financial results    33        36
4 Internal audit matters     25        11
5 External audit matters      8          6
6 

Other

(incl governance

and compliance)

      8          4

*The time allocation in 2017 has reduced following the streamlining of the reporting of control issues through the Chief Controls Office.
The increased time allocation to internal audit matters in 2017 reflects the role of the Committee in (i) overseeing the recommendations arising from the review undertaken by the PRA of Barclays Internal Audit to increase its effectiveness, and (ii) the independent external quality assessment of Barclays Internal Audit which was commissioned by the Committee in 2017.

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. There wereDirectors, with membership designed to provide the breadth of financial expertise and commercial acumen it needs to fulfil its responsibilities. Its members as a numberwhole have experience of changesthe banking and financial services sector in addition to Committee composition in 2014. Fulvio Contigeneral management and Simon Fraser retired from the Committee on 24 April 2014, when they retired from the Board. Dambisa Moyo joined the Committee with effect from 17 April 2014 and Crawford Gillies joined the Committee with effect from 1 June 2014.commercial experience. Mike Ashley, who is the designated financial expert on the Committee for the purposes of the US Sarbanes-Oxley Act, although each memberis a former audit partner who during his executive career acted as lead engagement partner on the audits of a number of large financial services groups. Following the Board’s finding that the Committee has financial and/orcould be strengthened by the appointment of an additional member with direct accounting and auditing experience, Matthew Lester was appointed to the Board and Committee with effect from 1 September 2017. During his executive career, Matthew held a number of senior finance roles across a range of business sectors, including financial services, experience.and most recently was the Chief Financial Officer of Royal Mail Group. You can find more details of the experience of Committee members in their biographies on pages 319 to 322.5 and 6.

The Committee met 1310 times in 20142017 and the chart on page 8above shows how the Committeeit allocated its time. Meetings are generally arranged well in advance and are scheduled in line with Barclays’ financial reporting timetable. One additional meeting was arranged to select an appropriate service provider for the independent review of Barclays Internal Audit and to undertake an early review of particular issues relevant to the financial statements. Committee meetings were attended by management, including as required the Group

12    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Chief Executive, Group Finance Director, Chief Internal Auditor, Chief Controls Officer, Chief Risk Officer, andChief Operating Officer, General Counsel and Head of Compliance, as well as representatives from the businesses and other functions. The lead audit partner of theKPMG (the Group’s external auditorauditor), Guy Bainbridge, attended each meeting and theall Committee meetings since January 2017. The Committee held regulara number of private sessions with each of the Chief Internal Auditor or the lead auditoraudit partner, which were not attended by management. The lead audit partner of PwC, the Group’s previous external auditor, attended meetings until the end of February 2017 to deliver its final audit report to the Committee on the 2016 financial statements before PwC resigned as the Group’s statutory auditor.

 

MemberMeetings attended/eligible to attend

Mike Ashley13/13

Mike Ashley

Tim Breedon*12/1310/10

Tim Breedon

Fulvio Conti (to 24 April 2014)*3/410/10

Crawford Gillies

Simon Fraser (to 24 April 2014)4/410/10

Diane Schueneman*

Crawford Gillies (from 1 June 2014)*7/88/10

Matthew Lester

(from 1 September 2017)

Dambisa Moyo (from 17 April 2014)10/10

Diane de Saint Victor*1/312/13

* Unable to attend certain meetings owing to prior business commitments

*Did not attend due to personal circumstances.
Did not attend owing to existing commitments with other boards (the Committee meeting dates were set before Matthew joined the Board).

Committee role and responsibilities

The Committee is responsible for:

 

¡ Assessingassessing the integrity of the Group’s financial reporting and satisfying itself that any significant financial judgements made by management are sound;sound

 

¡ Evaluatingevaluating the effectiveness of the Group’s internal controls, including internal financial controls; andcontrols

 

¡ Scrutinisingscrutinising the activities and performance of the internal and external auditors, including monitoring their independence and objectivity.objectivity

 

LOGOoverseeing the relationship with the Group’s external auditor

reviewing and monitoring the effectiveness of the Group’s whistleblowing procedures

overseeing significant legal and regulatory investigations, including the proposed litigation statement for inclusion in the statutory accounts.

LOGO

The Committee’s terms of

reference are available at barclays.com/corporategovernance

home.barclays/corporategovernance.

The Committee’s work

The significant matters addressed by the Committee during 20142017 and in evaluating Barclays 2014Barclays’ 2017 Annual Report and Financial Statements,financial statements, are described on the following pages.

Financial statement reporting issues

The Committee’s main responsibility in relation to Barclays’ financial reporting is to review with both management and the external auditor the appropriateness of Barclays’ financial statements, including quarterly results announcements and half-year and annual financial statements and supporting analyst presentations, with its primary focus being on:

the quality and acceptability of accounting policies and practices

any correspondence from financial reporting regulators in relation to Barclays’ financial reporting

material areas where significant judgements have been made, along with any significant assumptions or estimates, or where significant issues have been discussed with or challenged by the external auditor

an assessment of whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess Barclays’ position and performance, business model and strategy.

Accounting policies and practices

The Committee discussed reports from management in relation to the identification of critical accounting judgements and key sources of estimation uncertainty, significant accounting policies and the proposed disclosure of these in the 2017 Annual Report. Following discussions with both management and the external auditor, the Committee approved the critical accounting judgements, significant accounting policies and disclosures, which are set out in note 1, ‘Significant accounting policies’, to the consolidated financial statements.

There was one significant change in accounting policy during the period which was the early adoption of IFRS 9 (Financial Instruments) in relation to own credit, resulting in the recognition of fair value movements through the Statement of Comprehensive Income. Further information regarding this change can be found in note 1 to the consolidated financial statements. Two new significant accounting standards became effective from 1 January 2018, IFRS 9 (Financial Instruments) and IFRS 15 (Revenue Recognition). Further information regarding these changes can be found in note 1 to the consolidated financial statements. During 2017, the Committee was regularly updated on Barclays’ preparations for the implementation of IFRS 9, in particular in relation to the new expected loss model which represents a fundamental change in approach

to impairment. The Committee discussed with management the key technical decisions and interpretations required and Barclays’ approach to these. Further details of the Committee’s role in overseeing the Group’s IFRS 9 preparations can be found on page 21, ‘Governance in Action’.

Financial reporting regulators and Barclays

The Committee from time to time considers comment letters and papers from external bodies including the SEC and the Financial Reporting Council (FRC). In that regard, the Committee considered the following:

The FRC’s Year-End Advice Letter to Audit Committee Chairs and Finance Directors which highlighted key developments for 2017/18 annual reports.

The FRC’s Annual Review of Corporate Reporting which summarised key characteristics of good corporate reporting for the 2017/18 reporting year.

The PRA note of advice to Non-executive Directors regarding IFRS 9 implementation which set out a series of questions for consideration to ensure audit committees were well prepared for the transition and its implications.

The Committee sought to ensure that Barclays took due account of the matters raised in the letters and papers described above in its external reporting and has sought to enhance and clarify relevant disclosures.

The Committee from time to time considers comment letters from the SEC in relation to its reviews of Barclays’ Annual Report and other publicly filed financial statements. Such comment letters and Barclays’ responses are made publicly available by the SEC on its website, www.sec.gov, once it has closed each such review. Barclays received one comment letter from the SEC during 2017 requesting clarification from the SEC in relation to its 2017 half year filing. Barclays responded to clarify the queries raised by the SEC. The letter did not raise any material concerns or disclosure items.

Significant judgements and estimates

The significant judgements and estimates and actions taken by the Committee in relation to the 2017 Annual Report and financial statements are outlined below. The significant judgements and estimates are broadly comparable in nature to prior years. Each of these matters was discussed with the external auditor during the year and, where appropriate, have been addressed n the Auditors’ Report on pages 186 to 187.

 

  |  09

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    13


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

    

 

Significant financial statement reporting issues

Assumptions and estimates or judgements are an unavoidable and significant part of the financial reporting process and are studied carefully by the Committee ahead of the publication of Barclays’ full and half-year results announcements and interim management statements. With appropriate input, guidance and challenge from the external auditor, the Committee examined in detail the main judgements and assumptions made by management, any sensitivity analysis performed and the conclusions drawn from the available information and evidence, with the main areas of focus during the year set out below.

Area of focus

Reporting issueRole of the CommitteeConclusion/action taken

Conduct provisions

(seerefer to Note 27 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 Payment Protection Insurance (PPI) and Interest Rate Hedging Products (IRHP)

.
  

¡  Scrutinised reports from management setting out statistical analysis ofRegularly analysed the current level ofjudgements and estimates made with regard to Barclays’ provisioning against prevailing trends,for PPI claims, taking into account forecasts and assumptions made for PPI complaints and actual claims experience against existing provisions, the projections underlying estimates, including any uncertainties regarding future claims volumesfor Barclays and the potential expected rangeindustry as a whole, including the volume of future claims, and an analysis of associated costs, including referrals to the Financial Ombudsmaninvalid PPI claims.

 

¡  The Committee keptDebated the impact on the future range of provisions arising from (i) the FCA’s introduction of August 2019 as the timebar on claims, (ii) the PPI claims experiencemarketing campaign, and future claims profile under close scrutiny ahead(iii) the progress of the announcementsproposed fee cap on the submission of Barclays’ financial results. Having assessedPPI complaints by Claims Management Companies which is being considered by the information available, including discussing current projections as appropriate with the Group Finance Director and the external auditor, the Committee supported takingUK Parliament.

 Evaluated proposed additional provisions for PPI, redress at the half-year (£900m), third quarter (£170m) and full year (£200m), bringingconsidering whether the total additional provision for 2014 to £1,270mis within the modelled range of future outcomes, and whether the external auditor agreed with management’s analysis and approach.

¡  Monitored the position on provisions for alternative PPI (card protection and payment break plan insurance) and considered whether further provisions were required.

The Committee also concluded that no additional provision was required for IRHP redress atand management continue to monitor closely any changes in customer or claims management companies’ behaviour in light of the half-yearFCA timebar and marketing campaign and the ongoing impact of the Plevin case. Having regard to the actual claims experience over 2017 the Committee agreed with management’s assessment that the current provision could be reduced at the third quarter, based onof £1,600m was appropriate. The Committee noted that this estimate remains subject to significant uncertainty in particular regarding the level of settled claims. It concludedvalid customer claims that may be received in the provision remaining atperiod to August 2019. In this context the full year continuedCommittee was satisfied that sensitivities to be appropriatethe key variables were appropriately disclosed.

 

Legal, competition

and regulatory

provisions

(seerefer to Notes 27 andto 29

to the financial

statements)

  

Barclays makes judgementsis engaged in respect of provisions forvarious legal, competition and regulatory matters. The extent of the impact on Barclays of these matters

cannot always be predicted, but matters can give rise to provisioning for contingent and other liabilities depending on the relevant facts and circumstances. 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 received on the status of current legal, competition and regulatory matters, including any potential for settlement,matters.

 Assessed management’s estimatejudgements and estimates of the levellevels of provisions requiredto be taken and the adequacy of thethose provisions, based on the basis of available information and evidenceevidence.

 Considered the adequacy of disclosure, recognising that any decision to set provisions involves significant judgement.

  

¡The Committee agreed that a provision of £500m should be taken in the third quarter of the year in connection with investigations into foreign exchange by certain regulatory authorities, having concluded that this represented the current best estimate given the status of discussions with those regulatory authorities at that time.discussed provisions and utilisation. 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 full year should be set at £1,250m for certain aspects of ongoing investigations involving certain authorities and litigation relating to Foreign Exchange.end was appropriate. The Committee also considered that the disclosures made provided the appropriate information for investors regarding the legal, competition and concurred withregulatory matters being addressed by the disclosure made in respect of the status of the ongoing investigations. Further information may be found on page269 and 270.Group.

 

10  |  


Governance: Directors’ report

What we did in 2014

Board Audit Committee Report

Area of focus

Reporting issueRole of the CommitteeConclusion/action taken

Valuations

(seerefer to Notes 13-18 14 to 18

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,

including the Group’s Education, Social Housing and Local Authority (ESHLA) portfolio.
  

¡  ExaminedEvaluated reports from theBarclays Valuations Committee, with particular focus on markthe matters below.

 Monitored the valuation methods applied by management to market valuations andsignificant valuation items, including the ESHLA portfolio, anya valuation uncertaintiesdisparity with a third party in respect of a specific long-dated derivative portfolio, and the proposed disclosure around themapproach to the marking of Own Credit.

¡  Assessed the funding fair value adjustment applied

¡  Debated prudential valuation adjustments agreed with Barclays’ regulatorsMonitored and regulatory feedback on Barclays’ valuation processes and controls

¡  Assesseddiscussed the impact of negative interest rates on derivative valuation.

 Considered the Group Strategy Update and any additional provisions to be made in trading businesses to reflect changes in activitytreatment of the re-integration of Non-Core residual operations into the core business.

  

¡The Committee concludeddiscussed these matters and agreed that the valuations methodology and process, including the assumptionsa minor modification be made were appropriate and that proper governance was in place to support the internal price verification processes for assets where there is a lack of an active secondary market and limited trade activity

¡  In particular the Committee carefully considered the rationale and evidence for the proposed revision to the valuation methodology forof the ESHLAspecific long-dated derivative portfolio (see page243). It agreed withwhere there existed significant valuation disparity. This did not result in a material change to the proposal and noted the consequential reduction in fair value of £935m compared to applyingrecorded by the previous methodology as at 31 December 2014.Group. The Committee determinednoted that, following efforts by management to keep the basis of valuation under close review as market practice and understanding thereof could develop in the light of market conditions and as Barclays continues to dispose of Non-Core assetsrestructure derivative agreements impacted by negative interest rates, any residual uncertainty was now insignificant.

 

 

14    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


    

Area of focusReporting issue Role of the CommitteeConclusion/action taken

Impairment

(seerefer to Note 7 to the

financial statements)

  

Where appropriate, Barclays models potential impairment performance, allowing for certain assumptions and sensitivities, the size, particularly where to agree allowances for credit impairment, including agreeing the timing of the recognition of any impairment and estimating the size, particularly where forbearance has been granted

granted.
  

¡  Scrutinised the methodologies applied by managementAssessed impairment experience against forecast and assessed any regulatory feedback on Barclays’ calculationswhether impairment provisions were appropriate.

¡  Examined performance andEvaluated credit impairment reports (reviewed by the level of exposures, particularly in Russia, Western Europe and AfricaGroup Impairment Committee) presented by the Chief Risk Officer.

¡  Examined any judgements applied with regardConsidered a report from the Chief Risk Officer on the position in the US Cards portfolio and monitored the position to any post model adjustmentsdetermine whether increase in impairment would be required.

 Considered a report from the Group Impairment Committee on the adequacy of loan impairment allowances as at 31 December 2017, including assessing internal and collateral valuationsexternal trends, methodologies and key management estimates.

 

  

¡The Committee concludedreviewed model adjustments made by management to ensure that impairment allowances were set at appropriate and adequate levels. The Committee reviewed the impairment charge in Barclaycard US arising in the third quarter from the asset sale in the first quarter. The Committee also reviewed three material single name charges in the Corporate Bank.

The committee agreed that the allowancesprovision levels for credit impairment on loans and advances were appropriate and supported by model outputsappropriate.

Tax

(seerefer to Note 10 to the

financial statements)

  

CalculationBarclays is subject to taxation in a number of the Group’s tax charge necessarily involves a degree of judgementjurisdictions globally and makes judgements with regard to the assessment of liabilities which are not yet agreed withprovisioning for tax authoritiesat risk and on the recognition and measurement of deferred tax assets.

 Evaluated the appropriateness of tax risk provisions to cover existing tax risk.

 Confirmed the forecasts and assumptions supporting the recognition and valuation of deferred tax assets (DTAs)was in line with Barclays Medium Term Plan.

¡  EvaluatedMonitored the adequacy of provisions for open tax returns having regardimpact to both the driversBarclays of the underlyingnew US framework for tax riskslegislation covering a broad range of tax proposals which was enacted on 22 December 2017 and ongoing discussions with key tax authorities

¡  Reviewedwhich had a substantial impact on the basis of recognition and measurement of material DTAsthe Group’s US deferred tax assets. The Committee also considered the potential impact of the Base Erosion Anti-abuse Tax (BEAT) which was introduced as part of the new legislation.

  

¡The Committee agreedreviewed Barclays’ global tax risk and associated provisions for the full year and noted that the level of provision for open yearstax provisions remained at about the same level, although the amount of gross tax risk was assessed as slightly reduced.

In relation to the treatment of deferred tax assets the Committee noted that those due to US tax losses (£1,520m) are forecast to be utilised by 2019 which is significantly earlier than the first expiry date of 2028.

The Committee agreed with management’s view that it was appropriate givennot to take account of any potential future BEAT liabilities in the range of possible outcomes and that the recovery and measurement of recognised DTAs was supported by management’s business forecaststhe deferred tax assets. It noted that this would be in line with recent US GAAP pronouncements and as disclosed management is also continuing to assess the full impact to the Group of the complex provisions in the new US legislation.

 

Adjusting items

(see page198 for further information)

Barclays exercises judgement in presenting adjusted measures

¡  Assessed proposals from management to treat certain items as adjusting items

¡  Established whether these items were significant and one-off in nature

¡  Evaluated the impact on Barclays’ reported financial statements

¡  The Committee endorsed the proposed adjusting items and the form of disclosures for Barclays’ published financial statements

Allocations between Core and Non-Core businesses

(see page 210 for further information)

Barclays has allocated certain assets to the Non-Core business following the Group Strategy Update

¡  Examined the restatement of Barclays’ results following the resegmentation of the business as a result of the Group Strategy Update

¡  Assessed the proposed accounting treatment and write-down of Barclays’ retail, wealth and certain corporate banking activities in Spain following agreement to dispose of them

¡  The Committee approved the restatement document and recommended it for publication

¡  It also confirmed that Barclays’ retail, wealth and certain corporate banking assets in Spain should be fully written down to fair value less costs to sell, agreeing that a net loss of £364m should be recognised in the third quarter. The full year net loss recognised was £446m

 

 

 

 

   |  11Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    15


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

    

Area of focus

Reporting issueRole of the CommitteeConclusion/action taken

Going concern

(see page42 for further information)

Barclays is required to confirm that the going concern basis of accounting is appropriate

¡  Examined whether the going concern basis of accounting was appropriate by assessing the Working Capital Report prepared by management. This report covered forecast and stress tested forecasts for liquidity and capital compared to regulatory requirements, taking into account levels of provisioning for PPI and possible further conduct and litigation provisions that may be required

¡  After examining the forecast, along with Barclays’ ability to generate capital and raise funding in current market conditions, the Committee concluded that the liquidity and capital position of the Group remained appropriate and that there were no material uncertainties

Fair, balanced and understandable reporting

(including country-by-country reporting and Pillar 3 reporting)

  

Barclays is required to ensure that its external reporting is fair, balanced and understandable

understandable. The Committee undertakes an assessment on behalf of the Board in order to provide the Board with assurance that it can make the statement required by the UK Code on Corporate Governance.
  

¡  At the request of the Board, established, via debateAssessed, through discussion with and challenge of management, including the Group Chief Executive and Group Finance Director, whether disclosures in Barclays’ publishedAnnual Report and other financial reports were fair, balanced and understandableunderstandable.

¡  Evaluated the review and challenge process that is in place to ensure balance and consistency, including the reports from theBarclays’ Disclosure Committee on its assessment of the content, accuracy and tone of the disclosuresdisclosures.

¡  Obtained confirmationEstablished through reports from the Group Chief Executive and Group Finance Directormanagement that they considered the disclosures to be fair, balanced and understandable

¡  Examined the control environment underpinning the integrity of Barclays’ financial reports, including the outputs of Barclays’ Turnbull assessments and Sarbanes-Oxley s404 internal control process

¡  Confirmed the absence of anythere were no indications of fraud relating to financial reporting mattersmatters.

¡  Evaluated the outputs of Barclays’ internal control assessments and Sarbanes-Oxley s404 internal control process.

 Assessed disclosure controls and proceduresprocedures.

¡  AskedConfirmed that management to describehad reported on and evidenceevidenced the basis on which representations to the external auditors were mademade.

  

¡  TheHaving evaluated all of the available information and the assurances provided by management, the Committee requested work to be done to further enhance the presentation of Barclays’ disclosures on legal, competition and regulatory matters in Barclays’ external financial reports to ensure they remain accessible for a non-expert user

¡  It supported the proposal from management to make changes in the presentation of Barclays’ half-year results so that they were easier to understand

¡  It also concluded that additional information on country-by-country tax reporting should be disclosed publicly in the interests of openness and transparency

¡  The Committee satisfied itself that the processes underlying the preparation of Barclays’ published financial reports supportedstatements, including the aim of2017 Annual Report and financial statements, were appropriate in ensuring that those reportsstatements were fair, balanced and understandable.

In relation toassessing Barclays’ financial results statements over the 2014 Annual Report and Financial Statements,course of 2017, the Committee concluded thatspecifically addressed and provided input to management on the disclosuresdisclosure and process underlying their production were appropriatepresentation of:

 the classification of Barclays’ holding in Barclays Africa as an available for sale asset with effect from 1 June 2017

 the closure of Barclays Non-Core business and the reintegration of the remaining businesses and portfolio

 the Group Finance Director’s presentations to analysts

 the level of segmental reporting.

The Committee recommended to the Board that the 20142017 Annual Report and Financial Statementsfinancial statements are fair, balanced and understandableunderstandable.

 

 

 

 

12  |16    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report:

What we did in 2014

Board Audit Committee Report

 

    

    

    

Other significant matters

Other matters addressed by the Committee focused on the effectiveness of Barclays’ internal controls, the performance and effectiveness of the internal audit function and the performance, objectivity and independence of the external auditor, PricewaterhouseCoopers LLP (PwC). The most significant matters are described below:

 

Area of focus

Matter addressedRole of the CommitteeConclusion/action taken

Internal control

Read more about the Barclays’ internal control and risk management processes on pages 36 to37

Impact on governance and controls of the Group Strategy Update and the creation of the Non-Core business

¡  Assessed the scope and governance of the Non-Core business and how it intends to mitigate business and strategic risks as assets are sold

¡  Evaluated the control environment in Barclays Spain in light of the Group Strategy Update and the potential disposal of part of the Spanish business

¡  The Committee concluded that good progress had been made in establishing governance and control over the Non-Core business and that the control environment in Spain had been maintained, despite the period of change

¡  It asked management to review the creation of the Non-Core and planned disposals and how they might impact the valuation of assets in the Non-Core business and more widely across Barclays

¡  It also emphasised the need to continue to maintain an appropriate and well-governed process around disposals

The business and functional control environment, including significant control issues and specific remediation plans

¡  Assessed the status of the most material control issues identified by management

¡  Evaluated reports on the control environment in UK Retail and Business Banking, Africa, Operations & Technology and Group Finance, questioning directly the heads of those businesses and functions

¡  Scrutinised regularly the progress of remediation plans to improve the control environment in Barclays’ US businesses, hearing directly from the CEO, Americas

¡  Assessed any regulatory reports on control issues and the progress being made to address key regulatory compliance control issues including unauthorised trading, client assets and financial crime, challenging the scope and pace of delivery of remediation plans and the resources available

¡  Examined the outputs of Barclays’ Turnbull assessments and Sarbanes-Oxley s404 internal control process

¡  The Committee asked for the scoping of remediation work to be accelerated to address control issues and requested that management continued to ensure that senior leaders took ownership and were accountable for the delivery of any remediation plans

¡  The Committee decided that accountable executives would be asked to attend Committee meetings to report directly on progress being made in order to emphasise where accountability lies. It also asked to see the specific objectives for business leaders in respect of the successful delivery of certain remediation plans

¡  It asked for a report on the prioritisation of projects to enhance the control environment in the US businesses to ensure that progress continued to be made

¡  The Committee requested several progress reports from Operations & Technology to ensure that focus on long-standing remediation programmes and enhancing governance and control was maintained. It noted the demonstrable progress made in the second half of 2014 which, provided momentum is maintained, it regarded as acceptable

|  13


 

 

Other significant matters

Area of focus

Matter addressedRoleApart from financial reporting matters the Committee has responsibility for oversight of the CommitteeConclusion/action taken

The roll-outeffectiveness of Barclays’ internal controls, the MCA, which assesses management’s attitude to the control environment

¡  Encouraged the deploymentperformance and effectiveness of the MCABIA and pressed for improvements in MCA in order to accelerate the timetable for all businesses and functions to achieve better internal ratings for their control environment

¡  Assessed the status of plans to achieve improvements in the control environment for each business and function

¡  Evaluated the control objectives given to each member of the Group Executive Committee

 

  

    

¡the performance, objectivity and independence of the external auditor. The most significant matters considered during 2017 are described in the table below.

Area of focusMatter addressedRole of the Committee asked for plans to improveConclusion/action taken

Internal control

Read more about the Barclays’ internal control and risk management processes on

page 40.

The effectiveness of the overall control environment, to be more granular and for quantitative, outturn indicators to be developed so that progress could be tracked byincluding the Committee

¡  It also suggested ways in which the control objectives for membersstatus of the Group Executive Committee could be further strengthened

The proposed revised approach to managing the control environment and to capturing and managingany material control issues and theirthe progress of specific remediation

plans.
  

¡  Evaluated and endorsed a proposaltracked the status of the most material control issues identified by management via regular reports from management for the principles and characteristics for managementChief Controls Officer, assessed against the new Controls Maturity Model created as part of a sound control environmentthe Barclays Internal Controls Enhancement Programme (BICEP).

¡  Evaluated the status of specific material control issues and associated remediation plans, including in particular those relating to model risk, resilience, cyber, compliance, technology, credit risk, transaction operations and data management which remained open as at December 2017 and which were reported as ‘on track’ to return to satisfactory status within agreed timeframes.

 Considered the second line of defence role in the oversight of operational risk controls, including financial controls over operational risk.

 Evaluated reports on the internal control environment from the external auditor.

 Discussed lessons learned from specific control incidents and how these could be applied to Barclays’ business globally.

 Assessed the proposed new methodology forprogress of the identificationenhancements being made to Barclays’ risk and management of control issues and their remediationself-assessment (RCSA) process.

 

¡  TheClarified the role and responsibilities of the Committee approvedin relation to the proposed new methodology

¡  It also requested confirmation thatsplit of responsibility for operational risk between the revised approach would meet all Barclays’ internal control requirements, including requirements associated with internal control over financial reporting. The revised approach was implemented with effect from 1 January 2015

The adequacyCommittee and effectiveness of Barclays’ whistleblowing processes

¡  Asked for an update on Barclays’ whistleblowing processes

¡  Assessed plans for a change in approach to ensure they are more consistent with best practice adopted by bodies such as Public Concern at Work and encourage colleagues to raise issuesthe Board Risk Committee.

 

  

The Committee welcomed the positive change in approach that the BICEP programme had driven across the business, notably that the first line of defence was now more focused on proactively self-identifying control issues rather than waiting for them to be highlighted by the second or third lines of defence. The Committee continued to emphasise the importance of a disciplined self-assessment by management.

The Committee provided feedback on the reporting of material control issues, requesting further detail regarding completion dates, key milestones and current status for significant remediation projects to enable closer monitoring and help drive accountability at the appropriate management level.

The Committee challenged the application of the lessons learned process in view of the low level of coverage of significant control incidents. Management has taken steps to enhance the process and ensure compliance. Going forward this will be tracked by the Chief Controls Office.

The Committee has continued to use the output from the RCSA process in its review of the control environment. While providing a reasonable overview of the control environment, the Committee welcomes management’s plans to put in place a more granular process which should provide greater visibility on controls requiring remediation and associated risks. This approach was piloted in 2017 and will be rolled out across the Group in 2018.

The effectiveness of the control environment in each individual business, including the status of any material control issues and the progress of specific remediation plans.

 Assessed reports on individual businesses and functions on their control environment, questioned the heads of the relevant businesses or functions on control concerns and scrutinised any identified control failures and closely monitored the status of remediation plans or workstreams to enhance the respective control environments.

 

¡  Received updates directly from senior management, and scrutinised action plans, in relation to remediation plans following unsatisfactory audit findings.

 Reviewed updates from management on the Designated Market Activity (DMA) remediation plan which addresses Barclays’ regulatory commitments to the Fed and other US and UK regulators in relation to sales and trading practices across the FX Rates and other markets related business areas.

The Committee received deep dive control environment presentations from Barclays International and Barclays UK. These provided further detail of management’s assessment of the business unit control environment and key areas of focus, including key controls hot spots for the businesses.

The Committee also received a number of presentations from business heads following unsatisfactory audit reports. The Committee challenged the business regarding their role in identifying the control issues and requested confirmation from management regarding the remediation programme, timeframe and accountability for delivery and which are subsequently monitored.

The Committee was encouraged that the level of resources being devoted to the DMA programme now shows that it is on track to meet its milestones.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    17


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
The effectiveness of the control environment in the Chief Operating Office (COO) and the status and remediation of any material control issues.

 Scrutinised on a regular basis the COO control environment, taking the opportunity to directly challenge and question functional leaders, including the Chief Operating Officer on the progress of remediation plans.

 Clarified the Committee’s ongoing responsibility for the oversight of controls matters relating to the Group Service Company.

 The Committee requested further improvements inreceived a deep dive control environment presentation from the information presented to it, including asking for additional detail of any specific whistleblowing incidents relating to accounting processes, fraud or theft to be provided

Internal auditChief Information Officer regarding Technology control issues.

  

The Committee was pleased to note continuing progress over 2017 to address control issues in accordance with the agreed timescales.

The Committee also received updates on the following matters:

 Data

 Security of Secret and Confidential Data (SSCD)

 Client Assets and Money (CASS), and

  Payments.

The adequacy of the Group’s arrangements to allow employees to raise concerns in confidence without fear of retaliation and the outcomes of any substantiated cases.

 Considered the results of the “Your View Survey” in relation to employee views on their ability to safely speak up in their business/ function and whether they could report instances of dishonest or unethical behaviour without fear.

 Received an update on enhancements to Barclays’ whistleblowing programme following the announcement of the PRA/FCA investigations and the outcome of the independent review that was commissioned by the Board.

 Monitored instances of retaliation reports and whether any instances had been substantiated.

 Monitored whistleblowing metrics, including case load and case ageing.

The Committee discussed the importance of ongoing dialogue and regular training to ensure that the route for escalations was clear and cases were directed to the relevant team for investigation and resolution.

The Committee supported the focus on training both to colleagues on the channels available, and also managers on how to handle whistleblowing issues. The Committee also emphasised the importance of sharing positive outcomes of whistleblowing incidents where possible.

The Committee was pleased to note that volumes of cases remain proportionate to Barclays’ size and footprint.

As Whistleblowing Champion, the Chairman of the Committee made an annual report to the Board on whistleblowing matters.

Internal auditThe performance of internal auditBIA and delivery of the internal audit plan, including scope of work performed, andthe level of resources

and the methodology and coverage of the internal audit plan.
  

 Scrutinised and agreed internal audit plans and methodology and deliverables for 2017 and the first half of 2018, including reviewing the number of audits for delivery following the alignment of the Audit Universe to Barclays new structure following Structural Reform.

 

¡  Assessed and approvedMonitored BIA’s response to feedback received from the PRA as part of its review of internal audit, plan (including budgetincluding independence and resource levels) on a quarterly basisimpact, quality and weight of resources, productivity and methodology.

¡  Evaluated internal audit’s assessmentMonitored delivery of the performance of each businessagreed audit plans, including assessing internal audit resources and function, including trends in audit issueshiring levels and any overdueimpacts on the audit issuesplan and reviewing the reasons for the postponement of audits in greater depth.

¡  Examined the processesDebated audit risk appetite and methodology used by internal audit to plan its work and the scope and depth of that workissue validation.

¡  Debated whether internal audit should set targets forTracked the flowlevels of new control issues andunsatisfactory audits, including discussing the time taken to remediateissue audit reports and the reasons for any audit recommendationsdelays.

 Discussed BIA’s assessment of the management control approach and control environment in Barclays UK, Barclays International and the functions.

 Evaluated the outcomes from BIA’s annual self-assessment.

 Commissioned an independent external review of BIA. The reviewer was selected as a result of a tender process also run by the Committee.

  

The Committee received semi-annual thematic controls reports from BIA and a quarterly operational report during 2017.

The Committee reiterated its support for BIA’s recruitment plans which reflected significant activity during 2017 to ensure appropriate audit coverage to support the focus on BIA quality across the audit cycle. The Committee Chairman provided input into the recruitment of the two key roles of Head of Internal Audit in Barclays UK and Barclays International.

The Committee observed that the issues arising from unsatisfactory audits indicated that there was still work to do in embedding the required level of control consciousness across the Group and ensuring that control exceptions were highlighted clearly in management reporting. The Committee also requested that senior management support BIA in holding individuals accountable for failure to remediate risks effectively where they had failed BIA validation.

The Committee confirmed that it was satisfied with the outcome of the self-assessment of BIA performance and the independent external review, both of which evidenced that the function generally conforms to the standards set by the Institute of Internal Auditors. It further confirmed that it felt able to rely on the work of BIA in discharging its own responsibilities.

The Committee is providing oversight over the actions arising from the external review. See page 19 below for further details of the review.

18    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
External auditThe work and performance of KPMG

 Met with key members of the KPMG audit team to discuss the 2017 audit plan and agree areas of focus.

 

¡  The Committee decidedAssessed regular reports from KPMG on the progress of the 2017 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 2017 year end.

 Discussed the approach to create a sub-committee specifically to assess the level of internal audit assurance risk and resourcing it was willing to accept. This sub-committee is working with internal audit on these matters and is expected to provide recommendationsKPMG’s annual report to the Committee by July 2015PRA which will be issued following completion of the 2017 audit.

¡  The Committee asked internalConsidered the draft SOX controls report and the draft audit to continue to emphasise to the Group Executive Committee the discipline needed to remediate issues and agree appropriate target timescales

¡  It also asked internal audit to look at the root causes for delay in remediating audit findings and asked the Group Chief Executive and Group Finance Director to put additional focus on timely remediation of audit findings in their monthly review meetings with each business. Each of these actions is underway and ongoingopinion.

 

The Committee approved the audit plan and the main areas of focus.

 

External auditThe Committee also approved the principal services agreement and terms of engagement in connection with KPMG’s appointment as the Group’s auditors.

Read more about the Committee’s role in assessing the performance, effectiveness and effectivenessindependence of the external auditor below

The work and performance of PwC on key areas

¡  Assessed regular status reports from PwC on the scope and progressquality of the external audit plan

¡  Debated and agreed the key areas of focus including valuations, impairment, conduct and legal provisions, tax and the methodology and assumptions used in the allocations between the Core and Non-Core business

¡  The Committee confirmed the scope of the audit and the areas of focus, including agreeing adjustments to the audit plan following the strategy update announcementbelow.

14  |


Governance: Directors’ report

What we did in 2014

Board Audit Committee Report

The Committee also covered the following matters:

 

¡

Considered  tracked the proposed levelprogress of dividendsspecific work being done to enhance Barclays’ financial crime controls, including the function’s investigation capabilities, in particular in relation to prevention and detection activities. The Committee also assessed the Group Money Laundering Officer’s annual report

 assessed the status of the programme in place to ensure Barclays’ compliance with client assets (CASS) regulatory requirements, including approving the annual client assets audit report and discussing the potential impact of Structural Reform on client assets

 evaluated the outcomes of the assessment of the Committee’s performance and any areas of Committee performance that needed to be paid, ahead of their approval by the Board;

enhanced

 

¡

Assessed plans to build a global Compliance function: progress is now being tracked by the Board Conduct, Operational  reviewed and Reputational Risk Committee;

¡Approved Barclays Pillar 3 policy, as required by CRD IV, and asked for any exceptions or dispensations to be reported to the Committee;

¡Discussed and recommended to the Board revisions toupdated its terms of reference, recommending them to reflect changes in best practice and other requirementsthe Board for audit committees; and
approval.

 

In addition to these matters, as highlighted above in the section of the table headed ‘Internal audit’ the Committee commissioned an independent review of BIA which was undertaken by Deloitte during the second half of 2017. The Chartered Institute of Internal Auditors requires an independent external review of internal audit functions to be carried out at least every five years. Following a selection process, the Committee commissioned Deloitte to conduct this review reporting directly to the Committee. The report concluded that:

¡  BIA demonstrates general conformance with the relevant standards and guidelines.

 BIA has an effective core audit methodology which reflects investment in Agile ways of working and data analytics which has helped to drive continuous improvement. In this respect it is aligned with or ahead of peers.

  Evaluated

 BIA’s purpose and remit is clearly defined and the outcomesfunction is positioned appropriately within the governance framework of the annual Officeorganisation/ its role as an objective third line of Foreign Assets Control compliance review.

In addition, a briefing session on client assets was given to the Committee.

Assessing external auditor effectiveness, auditor objectivity and independence, non-audit servicesdefence. This role has been supported by the clearer delineation of the first line role of the newly created Chief Controls Office.

The Committee is responsible for monitoring the performance, objectivity and independence of the external auditor, PwC. In 2014 the main activities of the Committee in discharging that responsibility were as follows:

 

¡  The focus on increased headcount in BIA will help drive audit capacity and capability through enhanced specialist skills/ knowledge. Deloitte reported that BIA cares about its people and has created a supportive environment in which to work.

 While there are opportunities to improve BIA’s impact, they are able to deliver effective feedback on the operation of controls that address key risks.

The report paid close attention to the matters raised in the 2016 PRA letter regarding BIA, and Deloitte met with the PRA as part of its review. The Committee was satisfied with the conclusions drawn in the report, while noting the potential development areas identified, in particular, extending the use of data analytics. BIA has drawn up an action plan in response to the review and the Committee will continue to monitor the delivery of this plan.

External auditor

Following an external audit tender in 2015, PWC was replaced in 2017 as Barclays’ statutory auditor by KPMG. Guy Bainbridge of KPMG is Barclays’ senior statutory auditor with effect from the audit for the 2017 financial year.

  Assessed

Assessing external auditor effectiveness, auditor objectivity and agreedindependence and non-audit services

The Committee is responsible for assessing the scope of PwC’s Group Audit Plan, including debatingeffectiveness, objectivity and approving a revised plan following the announcementindependence of the Group Strategy UpdateGroup’s Auditor, KPMG and in May 2014. The2017 the Committee examined how PwC had refined its risk assessment in light ofwas particularly concerned to ensure that the resegmentation ofexternal auditor transition period was managed effectively. This responsibility was discharged throughout the businessyear at formal Committee meetings, during private meetings with KPMG and via discussions with key executive stakeholders. In addition to the creation ofmatters noted above, during 2017 the Non-Core business and looked at the key areas of IT, valuations, impairment, conduct and litigation;

Committee:

 

¡

Settled  approved the terms of the audit engagement letter and approved,associated fees, on behalf of the Board the audit fees payable;

 

¡

Assessed the competence with which PwC handled the key accounting  discussed and audit judgements and how they were communicated to management and the Committee;

¡Discussed with PwC the appointment of a new lead audit partner given that the current audit partner’s five year tenure ends at the conclusion of the 2014 audit. The Committee considered potential candidates and recommendedagreed revisions to the BoardGroup policy on the new audit partnerProvision of Services by theGroup Statutory Auditorand regularly analysed reports from management on the non-audit services provided to be appointed with effectBarclays.

 evaluated and approved revisions to the Group policy onEmployment of Employeesor Workers from the audit for the 2015 financial year onwards;

¡Deliberated Statutory Auditorand decided upon the timeline, governance arrangements and the process to be followed in submitting the external audit for tender and to rotate the audit firm. Read more about the audit tender below;

¡Reviewed and updated the policy relating to the provision of non-audit services and regularly evaluated reports summarising the types of non-audit services for which PwC had been engaged and the level of fees payable, including assessments from PwC on how its independence and objectivity had been safeguarded. Read more about non-audit services below;

¡Ensured, by assessing regular reports of any appointments made, that management confirmedensured compliance with the Group’s policy on the employment of former employees of PwC; and
by regularly assessing reports from management detailing any appointments made

 

¡

Evaluated reports  was briefed by KPMG on critical accounting judgements and estimates

 assessed any potential threats to independence that were self-identified and reported by KPMG

 reviewed the report on KPMG issued following inspections of PwC by the FRC’s Audit Quality Review Team and the US Public Company Accounting Oversight Board. The Committee scrutinised the findings of each report, including actions taken to address prior findings and any areas of further focus that had been identified. It agreed that the audit was acceptable overall and that any identified areas for further improvement had been addressed or had appropriate action plans in place.team.

The Committee also evaluated the performance, independence and objectivity of the auditor in the delivery of the external audit. Key stakeholders across the Group were surveyed, including members of the Committee and certain audit committees of Barclays’ subsidiaries. The questionnaire incorporated recommendations from a number of professional and governance bodies regarding the assessment of the quality of the external audit and also took into account the key findings from the 2013 evaluation. Questions were designed to obtain empirical evidence of how PwC met certain expected behaviours and also how individual audit team members had performed whilst also capturing data to assess qualitative attributes such as efficiency, forward-thinking, teamwork, integrity, quality of knowledge and judgement, including PwC’s performance on specific areas of judgement. PwC also made available the outputs from its client review interviews, conducted at the end of the current audit partner’s term as lead audit partner, to further inform the auditor effectiveness assessment.

The results of the assessment confirmed that both PwC and the audit process were considered effective and that a good working relationship was accompanied by an appropriate level of challenge and scepticism. Following all the above, and in particular the process of evaluation, the Committee recommended to the Board and to shareholders that PwC should be reappointed as the Group’s auditors at the AGM on 23 April 2015.

To help assure the objectivity and independence of the external auditor, the Committee has in place a policy that sets out the circumstances in which the external auditor may be permitted to undertake non-audit services. Details of the non-audit services that are prohibited and allowed under the policy can be found in the corporate governance section of Barclays’ website, barclays.com/corporategovernance.

Allowable services are pre-approved up to £100,000, or £25,000 in the case of certain taxation services. Any proposed non-audit service that exceeds these thresholds up to £250,000 requires specific approval from the Chairman of the Committee and non-audit services of £250,000 and above require the approval of the Committee before the external auditor can be engaged. When calculating the expected engagement fees, the policy also requires that expected expenses and disbursements are taken into account.

The overriding principle of the policy is that the Group should only engage the external auditor to supply non-audit services (other than those services that are legally required to be performed by the external auditor) in specific, carefully controlled circumstances. Prior to considering the engagement of the external auditor to carry out any non-audit service, alternative providers must be considered. Where it is proposed that the external auditor should be engaged, the request must be supported by a detailed explanation of the clear commercial benefit, why an alternate service provider was not selected and why the external auditor is best placed to carry out the service. In each case, the request to use the external auditor for these services must be sponsored by a senior executive, and the relevant audit partner is required to attest that provision of the services has been approved in accordance with the external auditors’ own internal ethical standards and that its objectivity and independence would not be compromised.

 

 

 

 |  15Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    19


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

    

KPMG’s performance, independence and objectivity during 2017 were formally assessed at the beginning of 2018 by way of a questionnaire completed by key stakeholders across the Group. The questionnaire was designed to evaluate KPMG’s audit process and addressed matters including the auditor transition, quality of planning and communication, technical knowledge, the level of scrutiny and challenge applied and KPMG’s understanding of the business. In addition KPMG have nominated a senior partner on the audit team reporting to the Senior Statutory Auditor to have specific responsibility for ensuring audit quality. The Committee therefore met with the partner concerned without the Senior Statutory Auditor in order to receive a report on his assessment of audit quality.

Taking into account the results of all of the above, the Committee considered that KPMG maintained their independence and objectivity and the audit process was effective.

During 2014,Non-audit services

In order to safeguard the Auditor’s independence and objectivity, Barclays has in place a policy setting out the circumstances in which the Auditor may be engaged to provide services other than those covered by the Group audit.The Group Policy on the Provision of Services by the Group Statutory Auditor (the “Policy”) applies to all Barclays’ subsidiaries and other material entities over which Barclays has significant influence. The Policy therefore included Barclays Africa Group Limited up until the point of accounting deconsolidation. The core principle of the Policy is that non-audit services (other than those legally required to be carried out by the Group’s Auditor) should only be performed by the Auditor in certain, controlled circumstances. The Policy sets out those types of services that are strictly prohibited and those that are allowable in principle. Any service types that do not fall within either list are considered by the Committee Chairman on a case by case basis, supported by a risk assessment provided by management.

Under the Policy, the Committee has pre-approved all allowable services for which fees are less than £100,000, or less than £25,000 for tax advisory and tax planning services. However, all proposed work, regardless of the fees, must be sponsored by a senior executive and recorded on a centralised online system, with a detailed explanation of the clear commercial benefit arising from engaging the auditor over other potential service providers. The audit firm engagement partner must also confirm that the engagement has been approved in accordance with the auditor’s own internal ethical standards and does not pose any threat to the auditor’s independence or objectivity. All requests to engage the auditor are assessed by independent management before work can commence. Requests for allowable service types in respect of which the fees are expected to meet or exceed the above thresholds must be approved by the Chairman of the Committee before work is permitted to

begin. Services where the fees are expected to be £250,000 or higher must be approved by the Committee as a whole. All expenses and disbursements must be included in the fees calculation. The thresholds remained the same following the annual review of the Policy in 2017.

During 2017, all engagements where expected fees met or exceeded the above thresholds were evaluated by either the Committee Chairman or the Committee as a whole who, before confirming any approval, assured themselves that there was justifiable reason for engaging the auditor and that its independence and objectivity would not be threatened. No requests to use KPMG were declined in 2017 (2016: one). On a quarterly basis, the Committee scrutinised details of individually approved and pre-approved services undertaken by KPMG in order to satisfy itself that they posed no risk to independence, either in isolation or on an aggregated basis. For the purposes of the Policy, the Committee has determined that any pre-approved service of a value of under £50,000 is to be regarded as appropriate, scrutinised all requests referredclearly trivial in terms of its impact on Barclays’ financial statements and has required the Group Financial Controller to specifically review and confirm to the Committee that any pre-approved service with a value of £50,000-£100,000 (or up to £25,000 for approvaltax advisory and tax planning services) may be regarded as clearly trivial. The Committee undertook a review of pre-approved services at its meeting in December 2017 and satisfied itself that such pre-approved services were clearly trivial in the context of their impact on the financial statements.

The fees payable to engage PwCKPMG for the year ended 31 December 2017 amounted to £48m, of which £10m (2016: £17m) was payable in respect of non-audit services particularly those that concerned taxation-related services. Two requests for approval were declined (2013: two)(KPMG was appointed as the Group’s statutory auditor from the financial year beginning 1 January 2017). A breakdown of the fees payable to the auditor for statutory audit and non-audit work can be found in Note 42. Of the £10m of non-audit services provided by KPMG during 2017, the significant categories of engagement, i.e. services where the fees amounted to more than £500,000, included:

audit-related services: services in connection with Client Asset Sourcebook Rules (“CASS) audits (while the CASS audit fell within the auditor’s scope of services, the fees for such services did not form part of the global fee arrangements and therefore required separated Audit Committee approval pursuant to the Policy)
quality assurance: support in connection with reports on the internal controls applicable to IBOR submission processes

transaction support: ongoing attestation and assurance services for treasury and capital markets transactions to meet regulatory requirements, including regular reporting obligations and verification reports

The fees paid to the external auditorPwC for non-audit work during 2014 may be found2017, in Note 42 on page300the period before they resigned as the Group’s statutory auditor, and after they had resigned but before they were non-independent of certain Group entities (and therefore still fell within the Policy), with non-audit fees representing 25.7% (2013: 28.5%) of the audit fee.were £3m (2016: £8m). Significant categories of engagement undertakenapproved in 20142017 included:

 

¡ Attesttransaction support: ongoing support for treasury and assurance services required by regulators in connection with reviews of internal controls including an audit of benchmark interest rate submissions;

¡Tax compliance services in respect of assignments initiated pre-January 2011 in connection with Barclays international and expatriate employees, involving co-ordination and filing of statutory tax returns, social security applications and additional compliance filings;

¡Transaction support on secured fundingcapital markets transactions, including the provision of audits required by the Bank of Englandproviding comfort and the issue of comfort letters;accounting letters to meet trust deed and

¡Other services covering the (i) provision of remuneration-related regulatory advice andobligations (this ongoing support transitioned to the Board Remuneration Committee and Reward teams; and (ii) provision of a feasibility study and assistance in the design of a prototype for a mobile technology-based product offering.KPMG during 2017).

The Committee assessed each requestalso reviewed the level of consultancy spend with PwC during 2017, which it had asked to ensurebe monitored in the objectivityimmediate period after they stepped down as the Group’s auditors. Work with an estimated value of £1m million was awarded to PwC during the year (this was in addition to the £3m in fees paid to PwC for non-audit services referred to above).

The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and independenceAudit Committee Responsibilities) Order 2014

An external audit tender was conducted in 2015 and the decision was made to appoint KPMG as Barclays’ external auditor with effect from the 2017 financial year, with PwC resigning as the Group’s statutory auditor at the conclusion of the 2016 audit.

Barclays is in compliance with the requirements of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, which relates to the frequency and governance of tenders for the appointment of the external auditor would not be impaired by providingand the services. Each assessmentsetting of the request to engage the external auditor was supported by the information required by thea policy to be provided, as described above. Where appropriate, the requests also included a risk assessment addressing the degree to which Barclays anticipated relying on the auditor, detailsprovision of any investigation of any possible conflicts of interests and how these had been addressed and an explanation of why the work required could not be undertaken by management.

External audit tender

In its 2013 report, the Committee stated it was awaiting the final rules from the European Union and the Competition Commission (now the Competition and Markets Authority) before confirming the timetable for the external audit tender. Since then, new rules published by the European Union have been reflected in the final order published by the Competition and Markets Authority, which came into force on 1 January 2015. It is now clear that FTSE 350 companies such as Barclays must retender the external audit at least every 10 years and that the audit firm must be rotated at least every 20 years. As PwC, and its predecessor firms, has been Barclays’ external auditor since 1896, and it is more than 10 years since the external audit was last tendered, following further discussion with investors the Committee agreed that a tender will be conducted in 2015 with a view to rotating the external audit firm for the 2017 audit onwards. PwC will consequently not be asked to tender.non-audit services.

The Committee will direct the tender process and, following engagement with key shareholders, it has agreed a governance framework, the main features of which are:

 

¡Given his former, recent position at KPMG and the fact that KPMG has indicated its intention to tender, Mike Ashley will take no part in the audit tender process other than providing comments on the initial design of the tender process;

¡An Audit Tender Oversight Sub-committee has been established, comprising Tim Breedon (Chairman), Crawford Gillies and Colin Beggs (the Chairman of the audit committee of Barclays Africa Group Limited), to:

–  Agree the objectives and desired outcomes for the audit tender process;

–  Approve the design of the process;

–  Construct and agree a shortlist of firms to be asked to participate; and

–  Oversee the implementation of the process.

¡The Board Audit Committee as a whole (other than Mike Ashley), with Colin Beggs as a co-opted member, will participate in the implementation phase, assess the prospective candidates and recommend to the Board two potential candidates and the preferred firm to be appointed.

The expected timeline for the external tender process during 2015 is:

 

January-March20    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


  Governance in Action – Preparation for IFRS 9

A significant activity for the Committee during 2017 has been overseeing the Group’s preparation for the implementation of IFRS 9.

IFRS 9 Financial Instruments is effective from 1 January 2018 and replaces the IAS 39 accounting standard. The new standard sets out the recognition and measurement requirements for financial instruments and has three parts: classification and measurement of financial assets, the requirements for impairment of financial assets and a hedge accounting model that is designed to more closely reflect risk management. As permitted, Barclays intends to continue with the existing IAS 39 hedge accounting model. The new impairment accounting model however has a significant impact on Barclays and the changes are complex and wide ranging classification and measurement also results in a number of much less significant changes. IFRS 9 has therefore been the subject of significant regulatory and market focus. Barclays has worked with the industry and regulators to agree a transitional framework for regulatory capital and on disclosures and has taken note of the best practice recommendations they have issued for the management of the transition to the new standard.

The Committee received regular updates on the status, judgements and financial impacts relating to the implementation of IFRS 9 during 2017 and the first quarter of 2018. It has overseen the steps required for Barclays’ transition to the new standard, in particular the delivery into production of the models and controls which are required for its implementation.

  

DesignThroughout the process, the Committee emphasised to management the importance of developing the models to support business decision making to manage risk and issueensure appropriate customer outcomes. The Committee reviewed the internal governance and validation processes in Risk and Finance and received regular updates from KPMG on their assurance work. The Committee also received reports from BIA following the audits undertaken in respect of the tender document to audit firmsIFRS 9 programme, with a number of further audits planned for 2018. The Committee also reviewed the key estimates made by management in considering future economic scenarios and the criteria for determining when significant credit deterioration is observed.

 

April-June

InterviewsIn line with shortlisted candidatesits terms of reference, the Committee has been closely involved in the review of all material external financial reporting relating to IFRS 9 and agreementis focussed on choice to be presented toensuring clarity, completeness and appropriateness of the BoardGroup’s disclosures, particularly given the complexity and technical challenges of this standard. The Committee reviewed the best estimate impact on the Group which was disclosed in Barclays’ third quarter results and the preferred firm

July

New external auditor to be agreed, to be appointed with effect from the audit ofupdated IAS 8 disclosures included in the 2017 financial year onwardsstatements.

This timeline allows for a transition period to deal with any non-audit services provided to Barclays by the incoming auditor and any other potential independence conflicts.

 

LOGO

 A copy of the audit tender document will be made available at barclays.com/corporategovernanceBarclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    21

Board Audit Committee Allocation of Time (%)

 

 
  2014 2013 

LOGO

1   Control Issues

 24   16  

2   Financial Results

 42   40  

3   Internal Audit matters

 8   8  

4   External Audit matters

 11   11  

5   Business Control Environment

 10   16  

6   Other (including Governance and Compliance)

 5   8  



16  |


Governance: Directors’ report

What we did in 2014

Board Enterprise Wide Risk Committee Report

 

Governance: Directors’ report

What we did in 2017

Board Risk Committee report

    

 

LOGO

‘A useful opportunity for a more wide-ranging and free-thinking debate about possible risks that might emerge.’

Dear Shareholders

2014 was the second year of operation of the Committee. It continues to provide a useful opportunity for a more wide-ranging and free-thinking debate about possible risks that might emerge and which may not have been captured by the remit of the Board Financial Risk Committee or the Board Conduct, Operational and Reputational Risk Committee.

Demands on the Board’s time meant that the Committee was only able to meet once as a Committee in 2014, with a planned second meeting to consider in particular risk appetite for 2015 held concurrently with a Board meeting. At our meeting, our debate focused on the emerging risk themes that are being monitored internally, which include political instability outside the UK, in particular Eastern Europe and the Middle East; UK political risk, in particular, the Scottish and potential EU referenda; cyber risk; the UK housing market; and legal and conduct risk. Specific risks arising from each of these themes are being tracked and monitored by the Board Financial Risk Committee or the Board Conduct, Operational and Reputational Risk Committee. We did, however, spend some time deliberating the potential impact of a ‘yes’ vote in the Scottish referendum, given how uncertain the likely outcome appeared to be at the time. Although such an eventuality did not transpire, the main risk for us would have arisen from a disorderly transition, which may have given rise to redenomination risk. We also debated the possible indirect impacts, such as the greater likelihood of a referendum on the UK’s continuing membership of the EU.

We also heard from a third party, who provided an external perspective on potential ‘over the horizon’ risks. These are risks, which, while of low probability, may have a significant impact if they crystallise. As a result of our discussion, we asked the Board Financial Risk Committee to undertake a closer examination of Barclays’ exposures to central counterparties in the derivatives market.

Sir David Walker

Chairman, Board Enterprise Wide Risk Committee

2 March 2015

Committee composition and meetings

The Committee comprises the Chairman, Deputy Chairman and the Chairmen of each of the principal Board Committees. Reuben Jeffery (Chairman, Board Conduct, Operational and Reputational Risk Committee) joined the Committee with effect from 1 April 2014.

The Committee met once as a Committee in 2014, with a further meeting to discuss and approve Risk Appetite for 2015 held concurrently with a Board meeting. The meeting held was attended by management, including the Group Chief Executive, Group Finance Director, Chief Internal Auditor, Chief Risk Officer, General Counsel and Head of Compliance. The meeting was also attended by an external third party, who presented to the Committee an external perspective on potential future risks.

The chart below shows how the Committee allocated its time in 2014:

 

 

MemberLOGO

Meetings attended/eligible to attend

 

  

The Committee continued to monitor UK economic trends, consumer behaviour and portfolio performance, and a prudent approach to lending was maintained.

LOGO

Sir David WalkerDear Fellow Shareholders

The focus of the Committee during 2017 has continued to be on assessing the impact of important macro-economic and market developments on the risk profile of the Group. Credit risk management during 2017 was primarily concerned with the level of exposure to consumer debt both in the UK and US. In the UK, the Committee in 2016 had accepted the recommendation of Management to pursue a conservative approach to managing growth and balances in credit card debt. This had been prompted by the rising level of personal debt in the UK and concerns of weaker growth and higher inflation resulting from the country’s vote to leave the European Union. This theme persisted in 2017, as the Committee continued to monitor UK economic trends, consumer behaviour and portfolio performance, and a prudent approach to lending was maintained. In the US, in late 2016, there had been nascent signs of weakness in the consumer credit portfolio. The Committee had requested Management to perform detailed analyses of the balances and, based on this work, approved in early 2017 the sale of a proportion of the weaker segments of the portfolio. This action, along with increased conservatism during the year in lending and portfolio quality, has moderated the impact on Barclays of increasing delinquencies among US credit card borrowers being seen among US credit card lenders.

While the impairment performance of the Bank was largely within plan, wholesale credit performance in the UK was slightly weaker than in the US. The Bank experienced higher impairment in its corporate lending book in the UK from the default of certain borrowers in the service sector. In the US, improved economic conditions, and higher energy prices resulted in favourable corporate impairment trends compared to 2016.

In recent years, the Committee has been closely supervising the strengthening of the capital position of the Bank. Progress continued in 2017 as the Bank’s capital ratios continued to improve. In assessing the adequacy of the Bank’s capital position, the Committee took into account current financial performance, the impact of expected regulatory developments (including structural reform), and estimates of the costs of resolving past conduct and litigation issues. Likewise, the Committee is pleased that the liquidity risk in the Bank has been closely monitored and strengthened over the past year.

An important role of the Committee each year is to recommend the risk appetite of the Bank to the Board: its ability to earn an appropriate return while being able to withstand shocks in the market and economic environment. In addition, the Committee monitors closely the assessment of the Bank’s performance under a variety of regulatory stress tests. We evaluate not just the outcome of these analyses but the means by which they are performed, particularly the assessment of model risk. These efforts increased in 2017, as the Bank prepared for the first stress test of the US Intermediate Holding Company (IHC), in addition to completing the newly introduced Biennial Exploratory Scenario for the Bank of England stress test.

The Committee assesses external conditions as part of establishing risk appetite. These remain challenging and our objective was to position the Bank conservatively to deal with economic uncertainty. Key themes that developed during 2017 with potential to have a significant first order impact on Barclays’ businesses included heightened political and economic risk in the UK in the backdrop of Brexit negotiations, increased geo-political risk impacting the delicately poised global economy, and a shortage of new transaction flow in Leveraged Finance underwriting driving tighter terms. Other emerging risks with potential to impact Barclays include volatility in the UK Pension scheme, UK property price stress and volatility in financial markets after a long period of quiescent asset

appreciation. The Committee maintains regular oversight of exposure to the key risk themes it has identified and actions taken by Management in response.

During the year, the Committee also evaluated the financial and capital impacts of operational risk. The Committee has noted, and encouraged, the efforts by Management to improve the Risk and Control Self-Assessment programme in Operational Risk. This work is important in an environment of heightened cyber risk and increased operational complexity as the Bank implements structural reform.

As in past years, the Committee reviewed the execution by Management of material regulatory programmes and initiatives. These included the BCBS239 effort to improve the quality and reliability of data and information, and IFRS 9, a new standard for the estimation of credit impairment.

Committee performance

The performance of the Committee during 2017 was assessed as part of an internal annual Committee effectiveness review. The conclusion of my Board colleagues was that the Committee is considered to operate effectively and that the Board continues to have a high degree of confidence in the diligence and coverage of the Committee. Feedback from the review indicated that the Committee was both effective and influential in identifying areas of risk where Barclays needs to change its performance or adjust its risk profile.

One of the areas identified for improvement was to consider whether the Committee would benefit from deeper expertise by including a member with a risk function management background and we will give further consideration to this in 2018. The review also highlighted the need to ensure that the way in which the Committee works with the Board Reputation and Board Audit Committees continues to capture all significant issues effectively while minimising any overlap. I continued to work closely with my fellow Board Committee Chairmen during

   2/2

Mike Ashley

2/2

Tim Breedon

2/2

Reuben Jeffery III (from 1 April 2014)

2/2

Sir Michael Rake

2/2

Sir John Sunderland

2/2

 

Committee role and responsibilities

The Committee’s role is to take an enterprise-wide view of risks and controls, bringing together the overall risk appetite and risk profile of the business. It focuses on a holistic view of Barclays’ risk appetite and risk profile and to seek to identify potential future risks.

 

LOGO

22    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
 You can find the Committee’s terms of reference at barclays.com/corporategovernance

Board Enterprise Wide Risk Committee Allocation of Time (%)

 

 

 

LOGO

   2014  2013 
 

1   Risk Profiles/Risk Appetite

  79    61  
 

2   Key Risk issues

  13    16  
 

3   Regulatory frameworks/Risk Policies

  4    10  
 

4   Other

  4    13  
   
   
   
   



 |  17


What we did in 2014

Board Financial Risk Committee Report

    

    

    

LOGO

‘Further regulatory change, such as structural reform

2017, particularly with the Board Audit Committee Chairman in order to clarify the UK, US and continental Europe,responsibility of each committee in relation to operational risk matters during the year which each Committee has a role in overseeing. We will require Barclayswork to segregate its activities,embed this further in 2018. The Committee will require changes in how the Group operates and an increasedalso focus on capital, liquidity and fundingensuring there is a framework in legal entities.’

Dear Shareholders

Going into 2014, we expectedplace to see a continuationensure clear allocation of subdued economic conditions in someresponsibilities regarding the Committee’s interaction with the risk committees of our main markets. GDP was expected to show a gradual recovery, with unemployment remaining high in the medium term and house prices staying below their long-run average, albeit with an upward trend. Significant areas of uncertainty also existed, including the possible slowing of monetary stimulus. It was in this context that our financial risk appetite for 2014 and our financial risk triggers were set within parameters that positioned Barclays conservatively.

The Committee continued to scrutinise credit performance in each of our main markets during 2014 in the light of the ongoing uncertain political, economic and regulatory environment. We saw a reduction in credit impairment and better performance in our UK and US portfolios in 2014, reflecting improved economic conditions in these countries. The South African economy remained weak, with higher unemployment and inflation, while our European portfolios remainedBarclays International under pressure, with the Eurozone still susceptible to exogenous and other shocks. Overall credit risk performance for 2014 was ahead of our expectations. The Committee reflected in 2014 onnew Group structure.

You can read more about the creationoutcomes of the Non-Core business and the potential impact on risk management structures and processes. The Group Strategy Update, announced on 8 May 2014, and the rebalancing of the Group into Core and Non-Core businesses, is designed to de-risk the Group, strengthen the balance sheet and meet capital and leverage targets. This realignment of the business has been reflected in the distribution of Risk Weighted Assets (RWAs), although Barclays’ overall risk appetite for 2014 remained unchanged. Overall RWAs decreased by £40.6bn in 2014, primarily as a result of reductions in Barclays Non-Core. The Group’s plans to run down the Non-Core business further will free up capital both to improve further the Group’s capital ratios and fund growth in the Core businesses.

Committee performance

As part of the annual Board effectiveness review a separate exercise was conducted to assess the Committee’s performance. The assessment found that the Committee is performing effectively. Please see the Board evaluation report on page 27 for more details. I would like to extend my thanks to my colleagues on the Committee for their contribution and support during 2014.40.

Looking ahead

During 2014 I had2018 is important for Barclays as it completes the restructuring required under the structural reform programme. As a significant level of engagement with our regulatorsresult, the firm will have two important subsidiary legal entities in Barclays UK, the core domestic franchise in the UK, and Barclays International, the Corporate and Investment Banking and international consumer businesses of the firm. These will be in addition to the US in my role as ChairmanIntermediate Holding Company, which is part of Barclays International. The Committee will pay close attention to the Committee. Basel IIIexecutive’s management of risk within and CRD IV have required Barclays to increase the amountacross these entities.

We expect that credit and quality of the capital it is required to hold and good progress has been made towards achieving the Group’s targets. It is clear, however, that further regulatory change, such as structural reformemployment conditions in the UK will continue to be uncertain, as future trade and economic arrangements with the EU take shape. In the US, the impact of the corporate tax reform on the health of companies and continental Europe,consumers will need assessment. Lastly, the Committee will continue to monitor the risk to Barclays from volatility in financial markets, which will require Barclays to segregate its activities, will require changes in how the Group operates and an increased focus on capital, liquidity and funding, in legal entities. The Committee expects to focus its attention in 2015 on ensuring that Barclays is able to respond to the challengehave experienced many years of these new regulatory requirements.steady asset appreciation.

Tim Breedon

Chairman, Board Financial Risk Committee

2 March 201521 February 2018

 

  Committee allocation of time (%)

  LOGO

    2017     2016 

1 Risk profile/risk appetite (incl capital and liquidity management)

   53    52 

2 Key risk issues

   26    26 

3 Internal control/risk policies

   12    8 

4 Other (incl remuneration and governance issues)

   9    14 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. Tim Breedon became Chairman of the Committee with effect from 1 January 2014. Steve Thieke joined the Committee with effect from 7 January 2014 on his appointment to the Board. Sir Michael Rake stepped down from the Committee with effect from 31 July 2014. Details of the skills and experience of the Committee members can be found in their biographies on pages 35 to 4.6.

The Committee met sevennine times in 2014,2017, with two of the meetings held inat Barclays’ New York.

York offices. The chart on page 20above shows how the Committee allocated its time during 2014.2017. Committee meetings were attended by management, including the Group Chief

Executive, Group Finance Director, Chief Internal Auditor, Chief Risk Officer, Barclays Treasurer and Group General Counsel, as well as representatives from the businesses. The lead audit partnerbusinesses and other representatives from the Risk function. Representatives from Barclays’ external auditor, KPMG, and until March 2017, representatives from the outgoing external auditor, PwC, also attended each meeting.meetings.

MemberMeetings attended/eligible to  attend
Tim Breedon7/7
Mike Ashley

Tim Breedon

7/79/9
Reuben Jeffery III*

Mike Ashley

5/79/9
Dambisa Moyo

Reuben Jeffery

7/79/9
Sir Michael Rake (to 31 July 2014)*

Diane Schueneman

9/9
Matthew Lester (from 1 September 2017)3/43
Steve Thieke (from 7 January 2014)(to 10 May 2017)7/73/3

*Unable to attend meetings owing to prior business commitments

Committee role and responsibilities

The Committee’s main responsibilities include:

 

¡ Recommendingreviewing and recommending to the Board the total level ofGroup’s financial and operational risk the Group is prepared to take (risk appetite) to achieve the creation of long-term shareholder value;appetite

 

¡ Monitoringmonitoring the Group’s financial and operational risk appetite, including setting limits for individual types of financial risk, e.g. credit, market and funding risk;profile

 

¡ Monitoring the Group’scommissioning, receiving and considering reports on key financial and operational risk profile;issues

 

¡
LOGO  Ensuring that financial risk is taken into account during the due diligence phase of any strategic transaction; and

¡Providing input from a financial risk perspective into the deliberations of the Board Remuneration Committee.

LOGOThe Committee’s terms of reference are available at barclays.com/
home.barclays/corporategovernance
 

 


 

18  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    23


Governance: Directors’ report

What we did in 2017

Board Risk Committee report

The Committee’s work

The significant matters addressed by the Committee during 2017 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Risk appetite and stress testing, i.e. the level of risk the Group chooses to take in pursuit of its business objectives, including testing whether the Group’s financial position and risk profile provide sufficient resilience to withstand the impact of severe economic stress.The risk context to Medium Term Plan (MTP), the financial parameters and constraints and mandate and scale limits for specific business risk exposures; the Group’s internal stress testing exercises, including scenario selection and financial constraints, stress testing themes and the results and implications of stress tests, including those run by the Bank of England (BoE).

  Assessed the risk context for the 2017 MTP, including general economic and financial conditions and how these had been reflected in planning assumptions.

What we did  Debated the assumptions, parameters and results of the internal stress test of the risk appetite of the 2017 MTP.

  Discussed and agreed mandate and scale limits for Credit, Market and Treasury and capital risk.

  Evaluated the BoE annual cyclical stress test results, and the results of a stress test under the BoE biennial exploratory scenario.

  Observed and debated regulatory and market reaction to the publication of BoE stress test results.

  Considered and approved internal stress test themes and the financial constraints and scenarios for stress testing risk appetite for the 2018 MTP.

  Considered the Federal Reserve Board’s feedback on the US Intermediate Holding Company’s Comprehensive Capital Analysis and Review (“CCAR”) capital plan following the submission of the CCAR stress test results.

The Committee recommended the proposed risk appetite for 2017 to the Board for approval, although noted that this may need to be revisited to take account of the impact of IFRS 9 in 2014due course. It encouraged management to make further progress on enhancing infrastructure used to conduct the internal stress test. The Committee approved the 2017 annual stress test results for submission to the BoE, including the range of management actions and overlays designed to mitigate risk impacts.

Similarly, the Committee approved the results of the stress test under the BoE biennial exploratory scenario and recommended that the results should be taken into consideration for strategy projections.

In recommending the internal stress test and risk appetite for the 2018 MTP, the Committee noted and considered that the severity of the internal stress test had been higher than normal, which provided added resilience to the various challenges for the MTP, such as macroeconomic issues.

Capital and funding, i.e. having sufficient capital and financial resources to meet the Group’s regulatory requirements and its obligations as they fall due, to maintain its credit rating, to support growth and strategic options.The trajectory to achieving required regulatory and internal targets and capital and leverage ratios.

  Debated on a regular basis, capital performance against plan, tracking the capital trajectory, any challenges and opportunities and regulatory policy developments.

Board Financial Risk  Assessed on a regular basis, liquidity performance against both internal and regulatory requirements.

  Regularly monitored capital and funding requirements on a legal entity basis.

  Assessed the possible implications of litigation and investigations on the Group’s liquidity position, including a review of the Bank’s liquidity risk control framework.

  Monitored the funding risk and capital volatility associated with the Barclays pension scheme.

The Committee Reportsupported the forecast capital and funding trajectory and the actions identified by management to manage the Group’s capital position. It approved the proposed capital and liquidity processes for Barclays UK for submission to the regulator as part of its banking licence application.

The Committee considered and approved the Group capital adequacy assessment together with the methodologies and results of the reverse stress testing for the submission of the 2017 Internal Capital Adequacy Assessment Process (ICAAP) as well as the Group’s 2017 Individual Liquidity Adequacy Assessment Process (ILAAP).

Political and economic risk, i.e. the impact on the Group’s risk profile of political and economic developments and macroeconomic conditions.The potential impact on the Group’s risk profile of political developments, such as elections in other European countries, as well as continuing to monitor the impact of the aftermath of the UK’s EU Referendum.

  Monitored progress on actions to mitigate the risk of the potential impact of negative interest rates in the UK on Barclays.

  Monitored the potential impacts of Brexit, including a “hard” Brexit.

  Considered trends in the UK economy, including risk of inflation amid negative real wage growth.

  Continued to monitor the risks relating to South Africa while Barclays still had control of Barclays Africa Group Limited (BAGL).

  Monitored Barclays’ exposures to certain products, and with particular focus on redenomination risk, and the risk of a single country leaving the Euro.

Following the further sell-down of the equity stake in Barclays Africa and the subsequent proportionate regulatory deconsolidation, the Committee agreed that South Africa should be removed as an ongoing risk theme, although it continued to maintain oversight of any emerging risk. It also agreed to remove negative interest rates as a key risk theme on the basis that the actions previously identified and agreed to mitigate the risk were nearing completion.

The Committee suggested that monitoring geo-political risks in Europe should be broadened to include other regions, but requested that China continue to be reported as a separate geo-political risk theme.

24    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


 

    

    

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Credit risk, i.e. the potential for financial loss if customers fail to fulfil their contractual obligations.Conditions in the UK housing market, particularly in London and the South East; levels of UK consumer indebtedness, particularly in the context of the risk of inflation and negative real wage growth; and the performance of the UK and US Cards businesses, including levels of impairment.

  Continued to assess and monitor conditions in the UK property market in case of signs of stress.

  Evaluated how management was tracking and responding to rising levels of consumer indebtedness, particularly unsecured credit in both the UK and US.

  Discussed the PRA’s statement on consumer credit and unsecured lending in the UK, and considered Barclays’ response to the PRA statement.

  Scrutinised the performance of the UK and US Cards businesses, including the level of impairment.

  Reviewed and approved proposals for frameworks relating to Securities Financial Limits and Maximum Exposure Governance.

  Scrutinised a strategic review of business activity in the Corporate and Investment Bank (CIB).

The Committee focused on effective collections capability as an important tool of risk management.

The Committee encouraged management to carry on with its conservative approach to UK lending.

The Committee approved changes to the risk appetite levels for US Cards.

The Committee requested more granular detail of the impact of strategy changes on risk limits and oversight.

Operational risk, i.e. costs arising from human factors, inadequate processes and systems or external events.The Group’s operational risk capital requirements and any material changes to the Group’s operational risk profile and performance of specific operational risks against agreed risk appetite.

  Tracked operational risk key indicators via regular reports from the Head of Operational Risk.

  Debated specific areas of emerging risks, including conduct risk, cyber, execution risk, technology and data, including the controls that had been put in place for managing and avoiding such risks.

The Committee focused its attention on the financial and capital impacts of operational risk. In relation to fraud, it encouraged management to further integrate strategy, models and operations.
Risk framework and governanceThe frameworks, policies and talent and tools in place to support effective risk management and oversight.

  Monitored progress on the implementation of an enhanced modelling framework, including receiving updates from Barclays Internal Audit on findings in relation to specific modelling processes.

  Tracked the progress of significant risk management projects, including the progress on achieving compliance with the Basel Committee for Banking Supervision 239 (BCBS239) regulation for risk data aggregation principles as well as the roll out of the Risk and Control Self Assessment (RCSA) process across the Group. Please see the “Governance in Action” box on page 26 for further details about the Committee’s role in overseeing the RCSA process.

  Assessed risk management matters raised by Barclays’ regulators and the actions being taken by management to respond.

  Endorsed Legal risk and Model risk, as new Principal Risks under the ERMF, forming part of the Committee’s roles and responsibilities in future.

  Reviewed the implementation of the Enterprise Risk Management Framework during 2017 which had been designed to address feedback from the PRA following a review of the EMRF.

The Committee requested a gap analysis together with an action plan to remediate specific weaknesses identified in the internal audit in relation to modelling.

The Committee assessed during the year the Group’s risk management capability in the form of a Risk Capability Scorecard and reviewed and approved proposals for the external third party evaluation which was scheduled to be performed in early 2018.

RemunerationThe scope of any risk adjustments to be taken into account by the Board Remuneration Committee when making remuneration decisions for 2017.

  Debated, in a joint meeting with the Board Reputation Committee, the Risk function’s view of 2017 performance, making a recommendation to the Board Remuneration Committee on the financial and operational risk factors to be taken into account in remuneration decisions for 2017.

The Committee discussed the report of the Chief Risk Officer and considered the proposal put forward in relation to the impact of relevant risk factors in determining 2017 remuneration decisions, noting that it should also include positive events such as the 2017 Banking Standards Board report which had reported improvements on 2016.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    25


Governance: Directors’ report

What we did in 2017

Board Risk Committee report

In addition, the Committee also covered the following matters in 2017:

  assessed Barclays’ exposures to the leveraged finance market, general conditions in that market and approved an updated leveraged finance framework which would be submitted annually to the Committee for approval

  was briefed by PwC on main risk issues identified during the 2016 year-end audit, specifically impairment, post-model adjustments, forbearance control issues, key valuation judgements (including in relation to the ESHLA portfolio), and key assumptions used in the pension scheme liabilities

  requested and evaluated a report on partnership programmes in the US Cards business with a focus on risk profile and credit quality

  considered a report on the effectiveness of the Committee and any areas of the Committee’s performance that could be improved

  reviewed and updated its terms of reference, recommending them to the Board for approval.

Governance in Action – Risk and Control Self Assessment Programme

A key focus of the Committee in 2017 was oversight of the implementation of a revised Risk and Control Self Assessment (RCSA) programme. The RCSA enhancement programme was established as part of Barclays’ commitment to the effective management the Group’s Operational risk and extend both the scope of coverage across a wider range of risks, and also improve the granularity of management’s risk and control assessments of business processes. The programme is the firm-wide process led approach for management to identify and regularly assess material inherent risks and their associated controls, in order to mitigate these risks and reduce the likelihood and/or severity of losses to the firm from a Risk event.

In 2017, a number of pilot RCSAs were rolled out across the Group in addition to the regular RCSA process, which was also enhanced. Improvements were also made in the assessment of inherent risk values and the aggregation process for risk and control assessments across risk types. During the year, the Committee reviewed progress in terms of the RCSAs completed across the Group, and also considered the next steps in the review process and the results of the residual risk assessments. Based on the results of the pilot RCSAs undertaken,

the Committee was satisfied that the process will improve management’s understanding of the risk and control environment, so they can prioritise and remediate ineffective controls where required.

Following completion of the pilot RCSA programme, the Committee considered the ways in which the RCSA programme could be enhanced for the wider implementation of the programme in 2018. The Committee considered specific revisions of the 2017

RCSA programme with the aim of:

  improving the identification of inherent risk, control effectiveness and residual risk by going into detail at a more granular process level

  increasing the degree of independent challenge provided by all three lines of defence

  increasing the granularity of assessments for a further set of pilot RCSAs to estimate inherent risk at activity level by risk type, together with the identification and assessment of detailed operating controls by activity and residual risk.

The Committee will continue to work with management in 2018 on further refining and enhancing the RCSA programme.

26    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

LOGO

The Committee has been well positioned during 2017, a time of significant organisational change for the Group, to ensure that our people, whether within Barclays UK, Barclays International or the Group Service Company, continue to demonstrate behaviours and conduct that are consistent with the Barclays Values.

LOGO

Dear Fellow Shareholders

This is my second report to you as Chairman of the Board Reputation Committee. At the conclusion of my last report I commented that the Committee, by way of its membership, executive engagement and reporting processes, had built a strong foundation on which to base its future operations and drive Barclays to be a governance leader in conduct, culture and reputation matters. This strong foundation has ensured that the Committee has been well positioned during 2017, a time of significant organisational change for the Group, to ensure that our people, whether within Barclays UK, Barclays International or the Group Service Company, continue to demonstrate behaviours and conduct that are consistent with theBarclays Values.

On two occasions during 2017 the Committee extended an invite to representatives of the Banking Standards Board (BSB) to present and discuss the outcomes of their 2016 and 2017 assessments of Barclays. As an independent third party with insights across the banking industry as a whole, the Committee attaches significant value to the insights offered by the BSB and I would like to extend my personal thanks to Dame Colette Bowe and her team at the BSB for their continuing work to promote the highest standards of behaviour in UK banking and restore public trust in the sector. We were encouraged to hear that the results had generally improved between 2016 and 2017 and were particularly pleased to see how strongly theBarclays Values still resonate with our colleagues. The Committee also carefully considered the BSB’s feedback on results relating to colleague resilience and you will find an outline of our discussion on colleague well-being on page 29.

One of the key challenges faced by the Committee is how to maintain oversight of Group Conduct and Culture matters as a whole, without overlooking the cultural differences that, naturally and quite rightly, exist between our different operating businesses and support functions. During the year the Committee actively discussed this challenge and, in an attempt to address this, I rebalanced the Committee’s agenda by introducing business and functional “Deep Dive” sessions into each meeting. The Deep Dives allow the Committee to understand the conduct, culture and customer satisfaction issues being faced in specific areas of the business and the actions undertaken to address them. Whilst consideration of our well-refined dashboards and Reputation risk reports ensure that Group-level metrics, challenges and initiatives remain clearly visible and subject to Committee consideration and challenge. You can read about some of the Deep Dives undertaken by the Committee during 2017 on the following pages.

A significant output from the Committee during 2017 resulted from discussions around Barclays’ historic commitments to the financing of certain fossil fuels projects, which resulted in a decision to develop a more proactive approach to the management of sustainability issues across the Barclays business. I would encourage you to refer to the Governance in Action box on page 32 for further details on this initiative.

Committee performance

Through the process of the annual Board effectiveness review, which confirmed the continued effectiveness of the Committee, the ongoing evolution of the Committee’s role and the increased impact that it had during the last year was clearly acknowledged. An area that the review identified for further consideration was the continued oversight of Conduct and Reputation risk matters in the post-structural reform corporate structure, which I will ensure is addressed by the Committee ahead of April 2018.

Looking ahead

Finally, I would like to record my thanks to Mike Roemer, who stepped down as Group Chief Compliance Officer in October 2017, for his outstanding contribution to the work of the Committee during his tenure in that role. I would also like to thank Diane de Saint Victor, who stepped down from the Committee on her retirement from the Board in May 2017. I look forward to working with our new Committee member, Mike Turner and, subject to regulatory approval, our new Group Chief Compliance Officer, Laura Padovani, as we continue to support the delivery of the Board’s collective vision of theBarclays Values.

Sir Gerry Grimstone

Chairman, Board Reputation Committee

21 February 2018

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    27


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

  Committee allocation of time (%)

  LOGO

    2017   2016* 

1 Conduct and compliance

   36%    33% 

2 Culture

   20%    21% 

3 Customer satisfaction

   14%    6% 

4 Citizenship

   16%    13% 

5 Brand & other Reputation risk

   14%    27% 

* 2016 figures have been rebased according to the significant matters considered by the Committee in 2017.

 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. During 2017, Diane de Saint Victor stepped down from the Committee and the Barclays Board with effect from 10 May 2017.

The Committee met four times during 2017 and the chart to the left shows how it allocated its time. Committee meetings were attended by representatives from management, including the Group Chief Executive, Chief Compliance Officer, Chief Internal Auditor, Chief Risk Officer, Group General Counsel, Group Chief of Staff, Group HR Director and the Heads of Corporate Communications, Citizenship and Reputation, as well as senior representatives from the businesses and other functions. A representative from KPMG, Barclays’ external auditor, attended each Committee meeting during the year and representatives from the BSB attended two meetings during 2017.

MemberMeetings attended/eligible to attend

Sir Gerry Grimstone

4/4

Mike Ashley

4/4

Mary Francis

4/4

Dambisa Moyo

4/4
Diane de Saint Victor (to 10 May 2017)1/1

Committee role and responsibilities

The principal purpose of the Committee is to:

support the Board in promoting its collective vision of Barclays’ purpose, values, culture and behaviours

ensure, on behalf of the Board, the efficiency of the processes for identification and management of Conduct and Reputation risk

oversee Barclays’ conduct in relation to its corporate and societal obligations, including setting the guidance, direction and policies for Barclays’ approach to customer and regulatory matters and Barclays’ Citizenship Strategy, including advising the Board and management on these matters.

LOGOThe Committee’s terms of reference
are available at
home.barclays/corporategovernance
 

The Committee’s work

The significant matters addressed by the Committee during 2017 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Conduct riskMonitoring the risks that can arise from the inappropriate supply of financial services, including instances of wilful or negligent misconduct.

  Discussed updates from management on Conduct risk and considered performance against Conduct risk indicators at each meeting.

  Discussed the specific Conduct risks associated with certain business areas and the status of initiatives in place to address those risks and further strengthen the culture of the business.

  Received reports from Barclays Internal Audit (BIA) in respect of internal audit activities on conduct risk management matters, including details of any unsatisfactory audit reports and remediation steps identified.

  Discussed and approved the Conduct Risk Framework, with Conduct risk having been identified as a Principal Risk under the Barclays Enterprise Risk Management Framework (ERMF).

  Received forward looking information on regulatory developments, including the issuance of new consultations by regulators, that might have a Conduct risk impact on Barclays in the future.

  Approved the annual Compliance Plan.

  Considered and approved the proposed methodology for calculating Conduct risk adjustments to incentive pools.

In line with its re-categorisation under the ERMF, the Committee adopted Board-level oversight of financial crime risk and conducted a Deep Dive into this area. The Conduct dashboard report was updated to include financial crime information and metrics, and the Committee was encouraged by management’s open and transparent approach to engaging with regulators on financial crime matters.

The Committee considered the differing regulatory requirements placed on the UK and US Cards businesses and have suggested that a “Barclays view” should overlay the requirements of local regulations to ensure that all retail facing businesses within the Group operate within a framework that prioritises the concept of “Treating Customers Fairly”.

During discussion of the realignment of businesses between Barclays UK and Barclays International, the Committee encouraged management to take advantage of opportunities presented by structural reform to address some areas of Conduct risk by harmonising policies and operations, in areas such as collections and affordability assessments.

The Committee considered an update from BIA on the use of Conduct risk information by legal entities within the Group and their assessment of reporting mechanisms and the escalation of issues up the organisational hierarchy.

28    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Cultural progressReviewing management’s progress on embedding a values-based culture across the organisation.

  Debated culture dashboards presented at each meeting and the progress being made to embed cultural change across Barclays globally.

  Received regular updates on colleague engagement metrics and the results of employee YourView surveys and considered proposed changes to the YourView methodology.

  Approved the adaption of the Culture dashboard to include the monitoring of cultural attributes across the firm.

  Considered and discussed with representatives of the BSB the results of their 2016 and 2017 Annual Reviews of Barclays.

  Considered a Deep Dive analysis on culture within Barclaycard UK, including the process and challenges of integrating the UK Cards business into Barclays UK.

  Considered feedback from the FCA on the Conduct and Culture dashboards.

  Received information on management’s initiatives to improve colleague well-being and resilience, including actively encouraging employees to work dynamically and providing a supportive environment in which colleagues feel able to talk about the impacts of stress and mental health concerns.

  Considered draft disclosures on the Gender Pay Gap within the Group and industry comparators.

Through consideration of the Culture dashboards and YourView results, the Committee was encouraged by the consistently strong sustainable engagement scores achieved throughout 2017. Improvements have been made in the area of colleague enablement, however the Committee appreciated management’s acknowledgement that further improvement is still required in this area, notably in terms of reducing perceived bureaucracy throughout the organisation.

The Committee discussed the importance of a culture in which colleagues feel able to speak up and raise concerns. Particular attention has been paid to whistleblowing metrics throughout the year and, on recommendation of the Committee, the YourView survey system now contains a direct link to Barclays’ whistleblowing resources with the intention of further encouraging and supporting employees to report instances of unethical or inappropriate behaviour.

Additional and more detailed information is becoming available to the Committee, by way of reporting on cultural attributes, on what employees perceive to be the most prevalent facets of Barclays’ organisational culture. It is intended that this information be used to monitor attainment of a set of desired attributes and facilitate further discussion and action in order to achieve this.

By way of discussion of the FCA’s feedback on Barclays’ dashboards, the Committee acknowledged that the dashboards are just one of a number of key management information tools used to set its agenda and facilitate an ongoing discussion with management on culture which leads, in some cases, to deliberate actions being taken by the Group and business executive committees.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    29


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Customer satisfactionEnsuring fair outcomes for customers by monitoring complaints volumes, the standard and quality of complaints handling processes and other relevant metrics.

  Debated complaints dashboards and performance against key indicators at each meeting.

  Gave consideration to the impact that matters, such as an effective communication channel, have on customer complaints volumes.

  Considered the quality of the processes in place to address and resolve customer complaints.

  Monitored trends in the underlying causes of complaints and considered forward looking analysis to identify events (both industry wide and Barclays-specific) which could influence the volume and timings of complaints.

  Considered the differing complaints profiles of the Barclays UK and Barclays International businesses and the actions being undertaken to positively improve the customer journey by utilising complaints management information (MI).

  Requested further insight into the first line management of customer complaints and conducted a Deep Dive into Barclays UK’s complaints handling processes (Barclays UK receives the majority of Barclays’ customer complaints given its retail focus).

  Requested additional Deep Dives on areas of the Barclays International business that have a retail customer base and considered the complaints profiles of those businesses.

  Considered the progress being made by relevant businesses to improve their respective net promoter score (NPS).

The Committee was pleased to see a general downward trend in the number of complaints received by Barclays during 2017.

While the Committee still receives a Group-wide report on complaints, underlying reporting has been refined in line with organisational changes to ensure the Committee receives a clear view on the complaints metrics of Barclays UK and Barclays International respectively. The Committee made recommendations to management, in the context of the structural reform programme, in respect of ensuring a consistent “Barclays” customer experience is received by retail clients whether they are being serviced by Barclays UK or Barclays International.

The Committee developed its understanding of how complaints MI is mapped by Barclays UK in order to identify root causes and received information on the strategic initiatives being undertaken to address them. The Committee’s Deep Dive also led to further refinement of the Barclays UK Complaints dashboards to include complaints volumes by channel. The analysis of the data revealed a high level of customer satisfaction with Barclays’ online bank offering.

The Committee was pleased to see an increase in Barclays UK’s NPS during the course of 2017 and support management’s objective of further increasing NPS to ensure Barclays UK remains competitive against challenger and start-up banks.

In relation to Barclays International’s business areas, the Committee was encouraged to hear that complaints volumes were at an all-time low within Barclaycard US (BCUS) but noted management’s desire to improve the business’s net promoter score against key US competitors. The Committee also considered the approach being taken by Barclays Partner Finance (BPF) to identify potential areas of future complaints and proactively reaching out to customers to resolve issues before complaints arise.

30    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
CitizenshipMonitoring progress against the Shared Growth Ambition (Barclays’ Citizenship Plan for 2016-2018) and the effectiveness of policy statements on Citizenship matters.

  Considered the Citizenship dashboards presented at each meeting and assessed status updates on the Shared Growth Ambition.

  Reviewed Barclays’ ratings and relative peer ranking in external Environment, Social, Governance (ESG) benchmarks and tracked external perceptions on Citizenship through stakeholder and media analysis.     

  Received information on new Citizenship initiatives such as the #Digisafe campaign which aims to educate individuals to better protect themselves against digital fraud.     

  Received an update from Barclays’ Global Head of Financial Crime in respect of the function’s development of intelligenceled initiatives to combat fraud.     

  Reviewed and recommended the approval of Barclays’ statement on modern slavery.

The Committee was very pleased to see that Citizenship metrics demonstrate a high level of colleague pride in the contribution Barclays makes to the community and society.

The Committee is very encouraged by management’s decision to dedicate resource to financial crime, skills and employability and digital empowerment initiatives that provide benefits not only to Barclays and its customers, but to the banking industry and UK population more generally.

Reputation and brandEnsuring that the Barclays brand is proactively managed and Reputation risks and issues are identified and managed appropriately.

  Reviewed Reputation risk updates from management, receiving specific information on those issues deemed to constitute the most significant Reputation risks and issues in each quarter.     

  Regularly evaluated the measures being taken to enhance the Barclays brand and to understand, and propose action to improve, where appropriate, external perceptions of the Bank.     

  Considered whether the process for identifying, managing and overseeing Reputation risk was functioning effectively.

The Committee approved the Reputation Risk Framework, confirming that Reputation risk is now a Principal Risk under the ERMF. Significant discussion also took place in respect of the correlation between cultural indicators, conduct outcomes and Reputation risk.     

The Committee requested further refinement of the Reputation risk reporting received to include sentiment analysis of media coverage and metrics on Barclays’ social media presence.     

The Corporate Relations priorities for 2017 were pre-approved by the Committee and fulfilment of those priorities kept under review throughout the year. This process improved management’s ability to more effectively understand and monitor external perceptions of Barclays among key stakeholders.     

The Committee requested that management undertake work to further refine the components of Reputation risk, clarify the process for identifying risks, enhance management oversight and give consideration to how the overall process can be better communicated.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    31


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

The Committee also covered the following matters:

 received a report on management’s annual review of the effectiveness of compliance with the Volcker Rule (restrictions on proprietary trading and certain fund investments by banks operating in the US)

 received a report from management on Barclays’ Swap Dealer Annual Compliance Report

 discussed the outcome of an externally facilitated review on Barclays compliance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and its comparative performance against its peers.

 approved, from a Reputation risk perspective, a proposal to restructure certain intra-group shareholdings and enhance capital utilisations

 assessed and discussed a report on the Committee’s performance

 reviewed and updated its terms of reference.

Governance in Action – Responding to Stakeholder Concerns

During the year, the Committee gave consideration to Barclays’ exposure to environmental, social and sustainability matters through its business relationships and challenged management to establish a more formal and proactive approach to documenting policy positions and guidelines in relevant sectors.

In response to recommendations from the Committee, management commenced work to review Barclays’ involvement and practices in certain ‘sensitive sectors’ and is in the process of drawing up proposals for sector-specific policies that will articulate the forward looking intentions of Barclays in these areas. The Committee will be reviewing and approving these policies during 2018 and look forward to reporting on their content and implementation in next year’s Annual Report.

The Committee considers that the establishment of sector-specific policies and guidelines will be a significant step in further enhancing the role that Barclays plays in the wider business community and believe they will improve the quality of the Company’s future reporting on climate change and other matters of social and environmental interest.

LOGO

Read more about Barclays’ risk

management on pages 77 to 78 and in our

Pillar 3 Report, which is available online

atbarclays.com/annualreport

32    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

LOGO

In 2017 we made significant progress towards our new Group governance structure in preparation for structural reform and the stand up of our ring-fenced bank in 2018, with appointments having been made to both the Barclays UK and Barclays International divisional boards.

LOGO

Dear Fellow Shareholders

In 2017 we made significant progress towards our new Group governance structure in preparation for structural reform and the stand up of our ring-fenced bank in 2018, with appointments having been made to both the Barclays UK and Barclays International divisional boards. We are delighted to welcome the new directors to those boards, led by Sir Gerry Grimstone as Chairman of Barclays International (subject to regulatory approval) and Sir Ian Cheshire as Chairman of Barclays UK (which will become our ring-fenced bank). We continued to refine the details of how the Group Board will interact with those boards and the boards of our other strategically significant subsidiaries, building on the Governance Guiding Principles created in 2016. We look forward to working collaboratively with them to ensure that the roles and responsibilities of each board are clear, while providing effective governance of the Group and protection of shareholder interests.

In view of the significant changes to our Group corporate structure, and always bearing in mind the long term strategy of the Group, the Committee continues to regularly consider our Board composition and succession plans, ensuring it comprises the right balance of diversity, skills and experience to provide the strategic oversight needed to steer the business of the Group. We conducted searches for non-executive Directors in 2017 and were pleased to appoint Matthew Lester and Mike Turner CBE to the Board, in addition to the appointment of Sir Ian Cheshire. Matthew, Mike and Sir Ian each bring with them significant board-level experience and you can find out more about their background and relevant skills and experience that they bring to the Board in their profiles on pages 5 to 6.

I have previously emphasised that it is a key part of our role to be satisfied that there are proper processes in place for executive succession, and this continues to remain another key consideration of the Committee. We closely monitored the status and progress

of the Barclays Talent and Succession strategy, providing input and guidance to management to ensure we attract and retain the best talent for the Group. As a Committee, we also discuss ways in which we can develop and nurture high performing individuals within senior management to strengthen our succession pipeline, including the use ofex officio posts to relevant executive committees to give those individuals exposure to Group matters and leadership.

Our people are the driving force in sustaining our business and we firmly believe in the benefits of having a diverse workforce. I am proud to see the number and variety of diversity and inclusion initiatives we have at Barclays to develop and support colleagues, and ultimately to encourage them to grow their careers with us. While we recognise that diversity is not only about gender, it is nevertheless an important element of diversity and we have set ourselves a target of 33% female representation on the Board by 2020, which as a Board we remain committed to achieving. Please see page 37 for further information about our approach to diversity at both Board and Group Executive Committee levels.

Committee performance

The performance of the Committee was assessed as part of the annual Board effectiveness review and I am pleased to report that the results show that it is performing effectively, with the role and responsibilities of the Committee clear and well understood. One area identified for consideration is that the Committee should be mindful of ensuring that all non-executive Directors receive the same flow of information in relation to decisions and discussions by the Committee, which I will address in my updates to the Board as Chairman of the Board Nominations Committee, and outside of scheduled Board meetings to the extent appropriate. The report on the Board effectiveness review can be found on page 36.

Looking ahead

In 2018 we look forward to the execution of our new Group structure and to the implementation of robust processes providing clear, consistent and effective corporate governance for the Group post-structural reform. Throughout this period of change, the Committee will continue to ensure that we have the right people leading the strategic direction of Barclays, motivating colleagues and sustaining our business over the long term.

John McFarlane

Chairman, Board Nominations Committee

21 February 2018

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    33


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

  Committee allocation of time (%)

  LOGO

    2017     2016 
1 Corporate governance matters   8    20 
2 Board and Committee composition   42    36 
3 Succession planning and talent   33    31 
4 Board effectiveness   11    8 
5 Other   6    5 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. John McFarlane, as Chairman of the Board, is also Chairman of the Committee. Mike Ashley, Tim Breedon, Crawford Gillies, and Sir Gerry Grimstone, being the Chairmen of each of the other Board Committees, and Sir Ian Cheshire (as Chairman of Barclays UK) and Reuben

Jeffery III, are also members of the Committee. Details of the skills and experience of the Committee members can be found in their biographies on pages 5 and 6.

During 2017 there were three meetings of the Committee, including one held at Barclays’ New York offices. Attendance by members at Committee meetings is shown below and the chart to the left shows how the Committee allocated its time. Committee meetings were attended by the Group Chief Executive, with the Group HR Director, the Head of Talent, and the Global Head of Diversity and Inclusion attending as appropriate.

MemberMeetings attended/eligible to attend
John McFarlane3/3
Mike Ashley3/3
Tim Breedon3/3
Crawford Gillies3/3
Sir Gerry Grimstone3/3
Reuben Jeffery III3/3
Sir Ian Cheshire (from 9 May 2017)0/1

*Sir Ian Cheshire did not attend owing to prior commitments, but his views and comments were made available to, and considered by, the Committee.

Committee role and responsibilities

The principal purpose of the Committee is to:

support and advise the Board in ensuring that the composition of the Board and its Committees is appropriate and enables them to function effectively

examine the skills, experience and diversity on the Board and plan succession for key Board appointments, planning ahead to deal with upcoming retirements and to fill any expected skills gaps

provide Board-level oversight of the Group’s talent management programme and diversity and inclusion initiatives

agree the annual Board effectiveness review process and monitor the progress of any actions arising

ensure the Board has appropriate corporate governance standards and practices in place and keep these under review to ensure they are consistent with best practice.

LOGOThe Committee’s terms of reference are available at

home.barclays/corporategovernance

 

The Committee’s work

The significant matters addressed by the Committee during 20142017 are described below:

 

Area of focus  Matter addressed  Role of the Committee  Conclusion/action taken
Board and Board Committee compositionThe membership of the Barclays PLC Board and the current and future composition of the Board and its Committees.

  Reviewed the Board skills matrix and discussed the key skills and experience needed on the Board in the context of future strategic direction, including any areas requiring strengthening for skills and succession and conducted a search for non-executive Directors.

 

Financial risk appetite, i.e.  Considered the levelskills and composition of risk the Group chooses to takeBoard in pursuita post-structural reform environment.

  Reviewed the membership, size and composition of its business objectivesBoard Committees.

  

The level of financial risk appetiteCommittee identified the Group is preparedneed to take in 2015, including liquidity risk appetiteappoint an additional non-executive Director with chairman or CEO experience to add further depth to the Board.

 

¡  Scrutinised and debated management’s recommendations onDuring the financial volatility parameters to be used, i.e. parametersyear it recommended for the Group’s performance under varying levels of financial stress, and the proposed financial risk appetite

¡  The Committee recommended the proposed financial risk appetite for 2015appointment to the Board Mike Turner CBE, Sir Ian Cheshire (brought on as Chairman of Barclays UK) and Matthew Lester (following the Committee’s previous recommendation of an additional non-executive Director with accounting and auditing experience). The Committee agreed that a search would be conducted for approval, suggesting some minor adjustmentsan additional female non-executive Director to be made topromote diversity of gender on the financial volatility parameters

¡  It also requested a reviewBoard and in recognition of the process and methodology for setting risk appetite givenBoard’s commitment to achieving 33% female representation on the regulatory environment, the increasing significance of conduct and operational risk and changes to the structure of the Group. This review will take place in 2015Board by 2020.

Liquidity and funding, i.e. having sufficient financial resources available to enable the Group to meet its obligations as they fall due

Compliance with regulatory requirements and internal liquidity risk appetite. The potential impact of a credit rating downgrade for Barclays and the impact of a rise in interest rates on customer behaviours

¡  Requested specific reports and analysis on these matters assessed the potential impact on funding costs and flows of a credit rating agency downgrade, given the loss of sovereign support notching and potential management actions to maintain the liquidity coverage ratio

¡  Evaluated the potential impact on planned deposit balances of an increase in interest rates and available management actions

¡  The Committee was satisfied that Barclays’ liquidity risk profile was appropriate

¡  It also endorsed the range of management actions that had been identified to address any impact on funding of a credit rating downgrade and an increase in interest rates

Capital and leverage, i.e. having sufficient capital resources to meet the Group’s regulatory requirements, maintain its credit rating and support growth and strategic options

 

The flight pathCommittee agreed to achieving required regulatoryreview the role, purpose and internal targetscomposition of the Group Board once the Barclays UK and capitalBarclays International Boards were fully constituted and leverage ratiosoperational as divisional boards. It noted that changes to Board Committee membership may take place once those boards, as well as the Group Service Company board, were operational so that a holistic view can be taken on appropriate memberships and cross-memberships of boards and committees.

 

¡  Tracked progress against target capital and leverage ratios and available management actionsPlease refer to achievepage 35 for moredetails of the target, debating regular reports from Barclays’ Treasurer

¡  The Committee supportedBoard’s approach to the forecast trajectory and the identified management actionsrecruitment of new Directors.

 

Stress testing, i.e. testing whether the Group’s financial position and risk profile provide sufficient resilience to withstand the impact of severe economic stress

The scenarios for stress testing, the results and implications, including stress tests run by the Bank of England (BoE) and European Banking Authority (EBA)

¡  Evaluated the scenarios proposed by management and those required by the BoE and EBA

¡  Examined the impact of differences in assumptions and methodologies between internal and regulatory stress tests

¡  Assessed the available management actions to mitigate the impact of the stress

¡  The Committee agreed the scenarios for Barclays’ internal stress test and endorsed the identified management actions

¡  It also approved the results of the stress tests run by the BoE and EBA, which demonstrated that Barclays maintains acceptable leverage and capital ratios at the low points of the stress

Country risk

The potential impact of political and economic instability outside the UK (in particular, Russia and Ukraine) and the economic outlook for the South African economy

¡  Examined Barclay’s exposures to Russian counterparties and how these were being managed in light of sanctions imposed as a result of the Ukrainian political situation

¡  Assessed the implementation of sanctions requirements in respect of Russian clients

¡  Debated Barclays’ risk strategy for South Africa given the economic and political environment and the size of Barclays’ business and the capital invested

¡  The Committee encouraged management to continue to manage down Barclays’ risks and exposures to Russia: by 31 December 2014 these exposures had reduced by £1.3bn

¡  In respect of South Africa, the Committee suggested a number of factors for further consideration by the risk function in managing the Group’s exposure

 

 

 

|  19


Area of focusMatter addressedRole of the CommitteeConclusion/action taken

Political34    Barclays PLC and economic risk

The prospect of a ‘yes’ vote in the Scottish independence referendum

¡  Evaluated management’s view of the potential impact, including potential exposures to redenomination risk, and assessed contingency plans

¡  Debated the possible wider implications for political and economic policy and the potential impact on economic growth and market volatility

¡  The Committee supported the contingency measures identified but asked for the plans to be revisited in the event of a ‘yes’ vote

Retail credit risk

The potential overheating of the UK housing market, particularly in London and the South East

¡  Examined Barclays’ exposures to the UK mortgage market and details of the lending criteria applied, including a higher interest rate stress

¡  Debated affordability measures, income multiples and Loan to Value (LTV) ratios

¡  The Committee asked for additional monitoring of high LTV/loan to income mortgages, which was subsequently incorporated into the quarterly risk profile report presented to the Committee

Retail credit risk

Risk management in Barclaycard given its plans for growth

¡  Assessed the strength of risk management in place to ensure that growth remains within risk appetite

¡  The Committee will be kept updated on the risk performance of new business

Redenomination risk

Barclays’ exposure to redenomination risk in selected Eurozone countries

¡  Examined management’s proposals to continue to reduce the funding gap in certain Eurozone countries, in particular Italy

¡  The Committee encouraged management to make further progress in reducing redenomination risk, particularly in the context of the creation of the Non-Core business and the intention to exit certain markets. Overall redenomination risk fell by 22% in 2014

Risk governance and control

Enhancing the limit framework and governance of leveraged finance and single name risk

¡  Examined the limit framework and governance in place around leveraged finance to ensure its robustness given that this business is a significant source of income and risk for the InvestmentBarclays Bank

¡  The Committee asked for a more granular limit framework to be put in place, including revised limits and enhanced governance of single-name risk. This new framework was implemented in December 2014

Remuneration

The scope of any risk adjustments to be taken into account by the Board Remuneration Committee when making remuneration decisions for 2014

¡  Assessed a report from the Risk function on the risk metrics to be used to determine financial performance

¡  Evaluated the Risk function’s view of performance, which informed remuneration decisions for 2014

¡  The Committee supported the proposed choice of metrics and supported the Risk function’s view of 2014 financial risk performance

The Remuneration PLC 2017 Annual Report on pages 46 to 80 includes more detail on how risk is taken into account in remuneration decisions

In addition, the Committee also covered the following matters in 2014:

¡Form 20-F  Tracked the utilisation of risk appetite and evaluated the Group’s risk profile;

¡  Assessed the progress being made to deliver a new target operating model for the Risk function;

¡  Evaluated the MCA and control environment of the Risk and Treasury functions, including any plans in place to achieve improvements;

¡  Approved updated limits for traded market risk and underwriting risk;

¡  Examined the progress being made on model risk governance, including progress made on achieving full review and validation of all of the most significant risk models on an annual basis;

¡  Evaluated the funding mix of Barclays’ US operations;

¡  Assessed Barclays’ potential exposures to central counterparties in the event of a default and confirmed the appropriateness of the governance in place to manage any potential risk; and

¡  Recommended to the Board the proposed agreement with the Trustees of the UK Retirement Fund on the pension scheme triennial valuation and proposed deficit recovery plan.

Board Financial Risk Committee Allocation of Time (%)

 

LOGO

    

 

2014

  

 

2013

 
 

1   Risk Profile/Risk Appetite (including capital and liquidity management)

  57    48  
 

2   Key Risk issues

  19    22  
 

3   Internal Control/Risk Policies

  11    12  
 

4   Other (including remuneration and governance issues)

  13    19  
   


20  |


Governance: Directors’ report

What we did in 2014

Board Conduct, Operational and Reputational Risk Committee Reporta

LOGO

‘Progress continues to be made, with greater understanding amongst our leaders in terms of how to make decisions ‘in the right way’, but implementing and embedding cultural change is a multi-year task.’

Dear Shareholders

A key focus of the Committee has been on monitoring the cultural change underway in the organisation. By the end of 2013, we had seen colleagues develop an understanding and connection with Barclays Purpose and Values. During 2014, the focus was on embedding and sustaining that change. Progress continues to be made, with greater understanding amongst our leaders in terms of how to make decisions ‘in the right way’, but implementing and embedding cultural change is a multi-year task.

There is evidence of a change in approach to conduct risk, with leaders in the business now responsible for identifying, managing and mitigating such risk, including the identification of forward looking risks that could affect their businesses. Net operational risk losses have improved year-on-year and the measures have moved to within risk appetite. However, we cannot afford to be complacent given elevated risk assessments relating to cyber security, information technology and transaction operations across the financial services sector. In terms of our high priority reputational risks, we have increased our engagement with non-governmental organisations, reviewed our policies relating to the provision of finance to the defence and energy sectors and examined the management of human rights risks.

Committee performance

The evaluation of the effectiveness of the Committee conducted in 2014 found that the Committee is performing effectively. Please see the Board evaluation report on page 27 for more details. I became Chairman of the Committee in April 2014, succeeding Sir David Walker, who played a significant role in establishing the Committee and setting out the vision for where it would focus its attention and add value. I would like to thank him and my fellow Committee members for their hard work and support.

Looking ahead

The landscape continued to change significantly in 2014, with increased cost pressures, rising customer and external shareholder expectations and significant organisational change across the Group. The Committee will continue to focus on embedding cultural change, the management of conduct risk, including the roll out of key performance indicators, and ensuring that operational risk is maintained within our risk appetite.

Reuben Jeffery III

Chairman, Board Conduct, Operational and Reputational Risk Committee

2 March 2015

Committee composition and meetings

The Committee is composed of independent non-executive Directors, with the exception of Wendy Lucas-Bull, who the Board has decided not to deem as independent for the purposes of the UK Corporate Governance Code, owing to her position as chairman of Barclays Africa Group Limited. Membership of the Committee remained substantially the same as the prior year, with the exception that Reuben Jeffery became Chairman of the Committee on 1 April 2014 when Sir David Walker stepped down as Chairman of the Committee on 31 March 2014. You can find more details of the experience of Committee members in their biographies on pages 3 to 4.

The Committee met four times in 2014 and the chart on page 23 shows how the Committee allocated its time. Committee meetings were attended by management, including the Group Chief Executive, Chief Internal Auditor, Chief Risk Officer, General Counsel, Group Corporate Relations Director, and the Heads of Compliance, Conduct Risk and Operational Risk, as well as representatives from the businesses and other functions.

Member Meetings attended/eligible to attend
Sir David Walker (Chairman to 31 March 2014)1/1
Reuben Jeffery (Chairman from 1 April 2014)4/4
Mike Ashley4/4
Tim Breedon4/4
Wendy Lucas-Bull4/4
Dambisa Moyo*3/4
Diane de Saint Victor*3/4
Sir John Sunderland4/4

*Unable to attend a meeting owing to prior business commitments

Committee role and responsibilities

The principal purpose of the Committee is to:

¡Ensure, on behalf of the Board, the efficiency of the processes for identification and management of conduct, reputational and operational risk; and

¡Oversee Barclays’ Citizenship Strategy, including the management of Barclays’ economic, social and environmental contribution.

LOGOThe Committee’s terms of reference are available at barclays.com/corporategovernance

Note

 aThe name of the Committee changed from the Board Conduct, Reputation and Operational Risk Committee in June 2014


|  21


The Committee’s work

The significant matters addressed by the Committee during 2014 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken

Conduct risk

The roll-out of the conduct risk management framework, with the aim of embedding the ownership and management of conduct risk in each business, and the reduction of customer complaint levels including referrals to the Financial Ombudsman Service (FOS)

¡  Tracked progress of the conduct risk programme via quarterly reports from management

¡  Debated the respective roles and responsibilities of the first and second lines of defence

¡  Supported management in establishing levels of acceptance and accountability for conduct risk by the businesses including adoption of formal KPIs

¡  Worked with management to develop key risk indicators and metrics

¡  Assessed any conduct risk impacts arising from the strategy update

¡  Evaluated complaints handling, tracking progress of initiatives to reduce overall complaints volumes and those referred to FOS

¡  The Committee supported Barclays’ conduct risk strategy and endorsed measures to foster acceptance by the businesses, including the introduction of KPIs, the requirement for culture and values training at induction and at regular intervals thereafter, and the requirement for all employees to attest to reading and understanding the Code of Conduct

¡  The Committee continued to focus on the level of customer complaints referred to the FOS

Cultural change

The effective implementation of the Transform culture and values programme and progress in delivering a number of activities to facilitate change

¡  Assessed the status of implementation, levels of engagement across the Group and the support provided to the senior leaders group in setting the values and helping colleagues understand the importance of doing business in the right way

¡  The Committee concluded that good progress is being made but suggested that management should do more to highlight to colleagues the positive outcomes arising from a customer focus

¡  The majority of Committee members attended Barclays Culture and Values programme in 2014

Operational risk

Approval of operational risk appetite and the evaluation of any material changes to the Group’s operational risk profile and performance versus risk appetite

¡  Evaluated management’s recommendations on operational risk appetite, including measures for the quantitative and qualitative assessment of risks

¡  Examined the quarterly operational risk profile report, and debated how areas of heightened risk might be moved within risk appetite

¡  Assessed updates on cyber risk, examining the actions being taken on monitoring, prevention and detection

¡  Evaluated a revised policy for new product approval, the implementation plan and lines of accountability

¡  The Committee recommended operational risk appetite for 2015 to the Board for approval

¡  It tracked levels of operational risk losses, concluding that the Group’s operational risk profile was stable overall, but that risk remained heightened in respect of cyber security, fraud, information, security of premises and technology

¡  The Committee approved the implementation of the new Group product approval process, to be owned by the Risk function

Reputational issues

How to ensure that reputational issues facing Barclays, and the financial services sector generally, were being identified, managed and anticipated, including ensuring that the businesses recognise, assess and manage potential risks at the earliest possible stage

¡  Provided input to revisions to the reputational risk framework to align it with Barclays’ revised governance model, particularly the Enterprise Risk Management Framework

¡  Examined the results of reputational risk horizon scans and probed the adequacy of mitigation measures in place

¡  The Committee approved the revised reputational risk framework for roll-out across the Group

    

    

    

    

22  |


Governance: Directors’ report

What we did in 2014

Board Conduct, Operational and Reputational Risk Committee Report1

 

 

 

 

Area of focus  Matter addressed  Role of the Committee  Conclusion/action taken
Board composition of Barclays UK and Barclays International in preparation for the legal entity stand up in 2018 under the structural reform programmeThe composition of the Barclays UK and Barclays International divisional boards.

  Considered the board skills matrix for Barclays UK and Barclays International.

 

Citizenship  Considered updates on the establishment of boards of Barclays UK and Barclays International and discussed the suitability of potential candidates identified to join those boards.

  

The deliveryCommittee, in reviewing the skills matrices for Barclays UK and Barclays International following appointments to those boards, is of the 2015 Citizenship Plan and developmentview that there do not appear to be any skills gaps across the two boards, subject to the recruitment of a longer-term Citizenship strategy

¡  Assessed progress onnon-executive Director with retail banking experience to the delivery of initiatives againstBarclays UK board. It discussed opportunities for interaction between the Citizenship Plan

¡  Evaluated theBarclays PLC, Barclays UK and Barclays International boards and agreed to consider opportunities for engagement at board and committee level of ownership by the business, including the degree to which Citizenship was integrated into business plans with clear targetsgoing forward.

¡  The Committee was satisfied with the progress of the Plan during 2014 and noted the development of a revised Citizenship Strategy,Barclays 2020 Ambition

¡  It recommended that Citizenship activity might be focused more on initiatives connected to Barclays’ business, such as support for small and medium enterprises

In addition, the Committee also assessed and/or approved the following matters in 2014:

¡The Compliance function’s business plan and key areas of focus for 2014;

¡Compliance Group Policies;

¡An update toThe Barclays Way, the Group-wide code of conduct, and the levels of attestation by colleagues globally;

¡The results of Barclays’ review of collections processes and procedures conducted in tandem with the industry-wide thematic review by the FCA of mortgage arrears handling;

¡The effectiveness of Barclays’ sanctions compliance programme, particularly in view of Russian sanctions implemented in 2014;

¡The tax risk framework and performance against tax risk appetite and the tax risk profile;

¡Barclays’ response to a PRA and FCA critical infrastructure and technology resilience review;

¡Barclays’ plans for compliance with the Volcker Rule (restrictions on proprietary trading and certain fund investments by banks operating in the US);

¡The 2013 Citizenship Report for publication; and

¡The terms of reference of the Committee to ensure that it continued to operate with maximum effectiveness.

Board Conduct, Operational and Reputational Risk, Committee Allocation of Time (%)

 

LOGO

       

 

2014

  

 

2013

 
 1 Citizenship  2    10  
 2 Reputational Issues  7    10  
 3 Culture, Conduct and Compliance  52    47  
 4 Operational Risk  33    28  
 5 Other  6    5  
    


|  23


Governance: Directors’ report

What we did in 2014

Board Corporate Governance and Nominations Committee Report

LOGO

‘The Committee will need to ensure that the Group’s governance framework can respond to the proposed structural reform changes.’

Dear Shareholders

2014 was a year of great activity for the Committee. In addition to its key responsibility of assuring we have an effective Board and Board Committees in place, the Committee examined the implications arising from the recommendations made by the Parliamentary Commission on Banking Standards and the proposals made by the PRA for structural reform of banking groups.

During 2014 we announced the appointment of three new independent non-executive Directors, including John McFarlane, who will succeed me as Chairman in April 2015. In terms of Board Committee composition, membership has been refreshed and we discussed the importance of ensuring that we are able to identify successors to the current Board Committee Chairmen.

In addition, we have focused on executive succession and much work has been done to assess the strength and capability of the Senior Leaders Group, which is increasingly functioning as a cohesive team. There is also a much greater focus on values and culture in recruitment and talent assessments, with hiring decisions being made on the basis of fit with our values.

There have also been some notable successes in the diversity agenda, with external recognition for our approach to gender diversity and progress being made on plans to place high-potential women as non-executive directors on external boards.

Committee performance

The Committee directed the annual review of the effectiveness of the Board and its Committees, including its own. The Board concluded that the Committee is operating effectively. Please see the Board evaluation report on page 27 for more details.

Looking ahead

The Committee will need to ensure that the Group’s governance framework can respond to the proposed structural reform changes, which will impact the way the Group is structured. We will also need to ensure that the Group has the depth and breadth of talent to succeed, particularly given the impact of regulatory change on management responsibilities and remuneration, which will impact the talent pool available to banks at a time when the competition for good, credible candidates will increase.

Sir David Walker

Chairman, Board Corporate Governance and Nominations Committee

2 March 2015

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. Sir David Walker, as Chairman of the Board, is also Chairman of the Committee. Mike Ashley, Tim Breedon, Reuben Jeffery and Sir John Sunderland, being the Chairmen of each of the other Board Committees, and Sir Michael Rake, the Deputy Chairman and Senior Independent Director, are also members of the Committee. Details of the skills and experience of the Committee members can be found in their biographies on pages 3 to 4.

During 2014, there were three meetings of the Committee and attendance by its members is shown below. The chart on page 26 shows how the Committee allocated its time during 2014. Committee meetings were attended by the Group Chief Executive with the HR Director, the Global Head of Learning & Talent and representatives from Spencer Stuart presenting on specific items.

 

MemberExecutive succession planning and talent managementMeetings attended/eligible to attend

Sir David WalkerSuccession planning and talent management at Group Executive Committee level.3/3

Mike Ashley3/3

Tim Breedon3/3

Reuben Jeffery III (from 1 April 2014)2/2

Sir Michael Rake3/3

Sir John Sunderland3/3

Note

The Chairman and the Chief Executive Officer, Antony Jenkins, who attends each meeting, excused themselves when the Committee focused on the matter of succession to their roles.

Committee role and responsibilities

The principal purpose of the Committee is to:

¡  Support and advise the Board in ensuring that the composition of the Board and its Committees is appropriate and enables them to function effectively;

¡  Examine the skills, experience and diversity on the Board and plan succession for key Board appointments, planning ahead to deal with upcoming retirements and to fill any expected skills gaps;

¡  Provide oversight, at Board level, of the Group’s talent management programme and diversity and inclusion initiatives;

¡  Agree the annual Board effectiveness review process and monitor the progress of any actions arising; and

¡  Keep the Board’s governance arrangements under review and make appropriate recommendations to the Board to ensure that they are consistent with best practice corporate governance standards.

LOGO   You can find the Committee’s terms of reference at barclays.com/corporategovernance


24  |


Governance: Directors’ report

What we did in 2014

Board Corporate Governance  Considered updates on, and Nominations Committee Report

progress being made against, Barclays’ Talent and Succession strategy, including monitoring diversity within the talent pipeline.

 

The Committee’s work

  Discussed updates from the Group HR Director on Group Executive Committee succession plans, including assessing emergency cover, the existing talent pipeline and any potential gaps.

The significant matters addressed by the Committee during 2014 are described below:

 

Area of focus  Considered individuals identified as potential Group Executive Committee successors and discussed next steps for their development.

  Considered the succession plans for the most critical business unit and functional roles and discussed how to develop the high performing individuals identified.

 

  

Matter considered

Role of the Committee

Conclusion/action taken

Appointments to the Board

Board and Committee refreshment arising from the retirements of Directors during 2014 and expected retirements in 2015

¡  Debated the appropriate structure, size and composition of the Board and its Committees to ensure optimum membership and effectiveness

¡The Committee recommendedwelcomed the appointments of Steve Thieke, Crawford Gillies and John McFarlane as non-executive Directors during 2014. Please refer to pages 26 to 28 for details of the Board’s approach to recruitment of new Directors and the case study of the recruitment of John McFarlaneprogress made in particular

Succession planning and talent management

The consolidation of the previously fragmented approach to succession planning and talent management of the Senior Leaders Group, focusing on gaps in succession plans for Group Executive Committee roles resulting from the rebuilding of the Group Executive Committee oversuccession planning, but noted that there was further work to be done in ensuring we are able to recruit and retain the past two years

¡best talent for the Group. It noted that the boards of Barclays UK and Barclays International, once established, would be able to take a more granular view of succession to some of the roles. The Committee identifiedalso discussed the leadership needsuse of the Company, assessed the overall bench strength of leadership of Barclays Senior Leaders Group and evaluated the adequacy of succession plans for members ofex officioposts to both the Group Executive Committee and the Board

¡  Scrutinised progress reports relatingbusiness executive committees to the Talent Management Programme, which identifies talented people within Barclays who are capablegive senior individuals exposure to Group matters as a further way of development and promotiondeveloping those individuals to senior levels, and the recruitment of individuals with appropriate values and culture

¡  The Committee assured the strength and capability of the Senior Leaders Group, and supportedensure a greater focus on values and culture in recruitment and talent assessments, with hiring decisions being made on the basis of fit with Barclays’ Values

¡  The Committee has also ensured the identificationhealthy pool of potential succession candidates for Group Executive Committee roles on the basis of readiness within two years; from three to five years and emergency cover

Board effectiveness

2014 review of the effectiveness of the Board and its Committees

¡  Debated the approach to be taken to the review, probed analysis resulting from a peer review of evaluation processes undertaken in the prior year and of potential service providerssuccession pipeline.

¡  The Committee set the criteria for conduct of the reviews, including the appointment of an external facilitator, and agreed an action plan to ascertain progress. See pages 27, 29 and 30 for a full description of the process and outputs from the 2013 and 2014 effectiveness reviews

Senior managers’ and certification regime

The proposed new regime, replacing the Approved Persons regime, requires senior managers, including Board Directors and Executive Committee members, to have a statement of responsibilities

In addition, legislation has created a new criminal offence, where senior managers may be prosecuted in circumstances where their decision or failure to act leads to a firm’s failure, and a further provision has reversed the burden of proof for UK regulatory enforcement

¡  Examined the proposals and agreed that Barclays should input to the consultation on the new regime in order to make the views of the Board known

¡  The Committee supported Barclays’ intention to request further guidance from regulators on the standards of evidence that will be required to prove that senior managers acted reasonably and clarity on how the standards would apply to non-executive Directors

Significant subsidiary board composition

As a result of structural reform, Barclays will need to create two significant subsidiaries: a UK ring fence bank and a US intermediate holding company, which will be required to have independent non-executive Directors

¡  Scrutinised the proposed governance arrangements for the appointment of non-executive Directors to the boards of Barclays’ significant subsidiaries

¡  The Committee agreed that appointments to the boards of these entities should be approved by the Committee. It also approved the prospective appointment of Steve Thieke as chairman of the US intermediate holding company once that company is established

|  25


Area of focus

Matter consideredRole of the CommitteeConclusion/action taken

Governance of audit tender process

New rules enacted by the EU, reflected in a final order published by the Competition and Markets Authority requires Barclays to tender its external audit and change auditors by June 2020

¡  Examined the Board Audit Committee’s recommendations that a member of the Board Audit Committee other than Mike Ashley should lead the audit tender given his recent, former association with KPMG, who are likely to be a bidder

¡  The Committee agreed that Mike Ashley should recuse himself from the audit tender process and that Tim Breedon should lead the process in his stead

¡  The Committee also supported the decision of the Board Audit Committee to constitute an Audit Tender Oversight Sub-committee. Further information is provided on page 16

Board Committee structure

The potential creation of a Board Operations and Technology Risk Committee

¡  Debated the proposal with the existing Board Committee Chairmen in view of the potential impact on the remit of those Committees. Key considerations were to avoid fragmenting the Board Committees further and creating more Board Committees than the Board could sustain

¡  Recognising that the Board Conduct, Operational and Reputational Risk Committee assesses operations and technology risk and that Michael Harte had been recruited as Chief Operations and Technology Officer, the Committee agreed not to create an additional committee, but to keep the matter under review in 2015

 

 

In addition, the Committee covered the following matters:

 

¡ The reviewconsidered the results of, non-executive Directors’ performance and independence as partthe action plan in respect of, the Committee’s assessment of their eligibility2016 Board effectiveness review and the process for re-election;the 2017 Board and Committee effectiveness review

 

¡ Considerationreviewed and confirmed the effectiveness of minor changes to the Company’s Board Diversity Policyprocesses for authorising Directors’ conflicts of interests and recommended it to the Board for approval;Directors’ induction and training

 

¡ Updatingconsidered a report on the effectiveness of the Charter of Expectations and Corporate Governance in Barclays;Committee

 

¡ Proposals for the 2014 Corporate Governance Report;

¡Its annual review of the Directors’ register of interests and authorisations granted;

¡Changes toreviewed the Committee’s terms of reference to reflect requirements of the UK Corporate Governance Code and the European Banking Authority’s Guidelines to reflect the Committee’s role in assessing the suitability of Board members, Group Executive Committee members and those in significant influence positions; andreference.

¡Approved Barclays’ response to the Salz Board Governance recommendations.

Board Corporate Governance and Nominations Committee Allocation of time (%)

 

 

LOGO     

  

 

2014

  2013
1  Corporate Governance Matters2122
2  Board & Committee Composition2019
3  Succession planning and Talent4343
4  Board Effectiveness1113
5  Other54
    
    
     
     

Appointment and re-election of Directors

The Board regularly examines and refreshes itsBoard Committee composition recognisingis a standing item for consideration at each Committee meeting. This includes the importanceconsideration of ensuring thatpotential new non-executive Director appointments, both in respect of planned succession for known retirements and as a result of the ongoing review of the skills and experience needed on the Board in order for it has an appropriate balance of skills, experience and diversity, as well as independence. to continue to operate effectively.

The Committee has identifiedfrequently considers a skills matrix for the keyBoard, which identifies the core competencies, skills, diversity and experience required for the Board to function effectively, which are recorded on adeliver its strategic aims and govern the Group effectively. Certain attributes identified in the skills matrix that includeshave a target weightings for each attribute. Thisweighting attached to them and these are regularly updated over time to reflect the

needs of the Group. The Committee reviews the skills matrix sets out the core competencies, skills and diversity that are desired forwhen considering a new appointment to the Board, including financial services, experience of operating as chief executives in other industrieswell as reviewing the current and experience of the main geographical markets in which Barclays operates.

The extent to which each of these attributes is represented on the Board is assessed by the Committee on a regular basis against the agreed skills matrix. This approach assists the Committee when determining likely futureexpected Board and Board Committee requirements by enabling the Committeecomposition. This helps to identify specific areas in which the Board would benefit from additional experience. Alldetermine a timeline for proposed appointments to the Board are made on merit, taking into account skills, experience, independence and diversity, including gender.Board.

Our approach toWhen recruiting a new non-executive Directors is to createDirector, the specific skills that are needed are identified, for example, an individual with international experience, or recent history serving on a role and person specification with reference to the role requirements, including time commitment,particular board committee. TheCharter of Expectations contains the key competencies and behaviours set outskills expected of non-executive Directors, and these, in our Charter of Expectations and the desired key skills and experience identified from the skills matrix.addition to other details such as expected time commitment, will be included in an individual specification. The Committee as a whole then considers curriculum vitae and references offor potential candidates. Any candidates who are assessed by the Committee as a whole, (although see below in the case of the Chairman’s succession), before shortlisted candidates arewill be interviewed by members of the Committee. The Committee seeks engagement withand, if applicable, key shareholders and Barclays’ regulators as partmay be asked to provide feedback on the proposed appointment. The Board is updated on the progress of the selection process. Therecruitment and interview process, and any feedback from these partiesthe interviews is taken into account before any recommendation is madeprovided to the Board which is kept informed of progress throughout the selection and recruitment process. An illustration of the rigorous process applied to appointments can be found in the case study and timeline of the process to identify John McFarlane as successor to Sir David Walker as Chairman, which is set out on page 28.

26  |


Governance: Directors’ report

What we did in 2014

Board Corporate Governance and Nominations Committee Report

A particular focusalongside a recommendation for the Committee in 2014 was the retirement of Simon Fraser and Fulvio Conti in April 2014, together with the prospective retirements of Sir David Walker and Sir John Sunderland in April 2015 and the associated need to identify successors for the Chairman, the Chairman of the Board Remuneration Committee and to maintain the membership of the Board Audit Committee.appointment.

Executive search firms MWM, Egon Zehnder International and Spencer StuartBuchanan Harvey were instructed to assist with our Director searches in 2014. None of these external agencies havethe search for non-executive Directors during 2017. Neither firm has any other connection withto Barclays, other than to provide executive recruitment services. Open advertising for

Group Board positions was not used in 2014 for Barclays non-executive Board positions2017, as the Committee believes that targeted recruitment based on the agreed role and person specification, is the optimal way of recruiting for theseBoard positions. Both of the firms used for non-executive Director recruitment have signed up to the Voluntary Code of Conduct for Executive Search Firms, which include measures designed to improve gender diversity on boards.

In 2017, Barclays announced the appointmentappointments of three newSir Ian Cheshire, Matthew Lester and Mike Turner CBE as non-executive Directors, during 2014: Steve Thieke, Crawford Gillieswith each Director bringing specific skills and John McFarlane. Asexperience to fill the role previously reported,identified by the appointment of Steve Thieke brought additional experience in banking regulation, investment banking and risk management to the Board. Crawford Gillies contributes experience in a range of different industries, including the financial services sector, in addition to a background in strategy and the public sector, whilst John McFarlane brings extensive experience of investment, corporate and retail banking,Committee as well as insurance, strategy, riskall having extensive board-level experience (see pages 5 to 6 for details of each Director’s experience and cultural change. He also has a strong track record as a CEObackground). Diane de Saint Victor and subsequently as a Chairman.

These appointments allowedSteve Thieke both stood down from the Committee to refresh the membership of Board Committees in turn. Crawford Gillies became a member of the Board Remuneration Committee in May 2014 given his experience of chairing the remuneration committee at Standard Life, and he will succeed Sir John Sunderland as Chairman of the Board Remuneration Committee with effect from the conclusionend of the 20152017 AGM. John McFarlane will succeed Sir David Walker as Chairman of Barclays with effect from the conclusion of the 2015 AGM. John joined the Board Corporate Governance and Nominations Committee and the Board Enterprise Wide Risk Committee with effect from 15 January 2015 and will become chairman of both committees on becoming Chairman. The membership of the Board Audit Committee was also maintained by the appointment of Crawford Gillies and Dambisa Moyo during 2014: these appointments also provide valuable cross-membership of Board Committees.

The Directors in office at the end of 20142017 were subject to an effectiveness review, as described below. In addition, Barclays requires Directors to declare any potential or actual conflict of interest that could interfere with a Director’s ability to act in the best interests of the Group. UK company law allows the Board to authorise a situation in which there is, or may be, a conflict between the interests of the Group and the direct or indirect interests of a Director or between the Director’s duties to the Group and to another person. The Board has adopted procedures for ensuring that its powers to authorise conflicts operate effectively. For this purpose a register of actual and potential conflicts and of any authorisation of a conflict granted by the Board is maintained by the Company Secretary and reviewed annually by the Committee.

on page 36. Based on the performance evaluation it isresults of the review the Board accepted the view of the Committee and the Board, that each Director proposed for election or re-election continues to be effective and that they each demonstratedemonstrated the level of commitment required in connection with their role on the Board and the needs of the business.

Diversity statement

Barclays adopted a Board Diversity Policy in 2012, which is published on Barclays’ website. The policy sets out the Board’s aspirational goal of achieving 25% female representation on the Board by 2015. Although Barclays did not appoint a further female Director to the Board during 2014, its commitment to meeting this goal remains firm.

During 2014, progress was made in developing high potential women:

 

¡In July, the Committee was updated on the Barclays Women on Boards Initiative, which focuses on placement of programme participants as directors on external boards together with mentoring by Board members in order to improve board readiness;

¡Barclays high potential development programme for managing directors has 38% female representation, which will help rebalance female representation in the Senior Leaders Group and the Group Executive Committee through the internal pipeline; and

¡A further key development was the creation of diversity and inclusion workstreams led by members of the Group Executive Committee as follows: Tom King (gender), Val Soranno Keating (LGBT), Ashok Vaswani (disability), Irene McDermott Brown (multi-generational) and Maria Ramos (multi-cultural).

There has been an improvement in the number of women occupying senior roles in the Company since last year and we are committed to making further progress in 2015 by driving initiatives at all levels within the business. More details of Barclays Diversity and Inclusion strategy may be found on pages 43 to 45.

Review of Board and Board Committee Effectiveness

Barclays’ long-established practice is to ask an external facilitator to help conduct a review of the effectiveness of the Board, its Committees, the Executive and non-executive Directors and the Chairman. In 2014 the review was again facilitated by independent advisors, Bvalco, who have no other connection with Barclays.

As part of the review, the Directors completed a questionnaire, which focused on whether, in the case of both the Board and its Committees, each was effectively tackling the matters for which it is responsible and what improvements might be made to help meet future challenges, including development feedback for fellow Directors and the Chairman. Bvalco representatives held interviews with each participant, inviting them to discuss any features of Board or Committee content, process or dynamic which the individual thought relevant to improving the effectiveness of the Board’s performance. Representatives from Bvalco also attended a meeting of the Board and certain Board Committee meetings in order to assess first-hand how the Board and Board Committees operated in practice.

Bvalco prepared a report for the Board and its Committees on the findings from the evaluation process, which was presented to the Board in February 2015. In addition, Bvalco briefed the Chairman on the performance of each of the Directors, whilst the Senior Independent Director was provided with feedback on the Chairman’s performance to be shared with him following discussions with the other non-executive Directors.

Having gone through the effectiveness review described above, the Directors are satisfied that the Board and each of its Committees operated effectively during 2014. Nonetheless, the Board has identified a number of actions that will help maintain and improve its effectiveness. These, together with an update on the actions taken following the 2013 review, are set out on pages 29 to 30.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    35


     
|  27


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

    

LOGO

Governance in action: the appointment of John McFarlane

At the time of his appointment in November 2012, Sir David Walker stated his intention to serve as Chairman for three years, with an anticipated retirement date in 2015. Accordingly, in October 2013 the Committee invited me to lead the Chairman succession process and constituted a sub-committee to assess potential candidates. The sub-committee comprised Mike Ashley, Tim Breedon, Reuben Jeffery and me as Chairman.

We drew up a candidate specification, reflecting the role profile set out in our Charter of Expectations and the chief qualities we were looking for in a candidate. These included:

¡  The ability to lead the Board and engender the respect of the non-executive Directors and Chief Executive Officer;

¡  Experience and a good understanding of the role of the Chairman in a global enterprise;

¡  In-depth knowledge of the financial services sector and investment banking in particular;

¡  Integrity, a strong commitment to excellent corporate governance and appreciation of the issues faced by Barclays; and

¡  The ability to liaise with and secure the trust of our shareholders and other stakeholders.

Spencer Stuart, an external search consultant, was engaged to assist with the selection process and conducted a global search to identify suitable, qualified candidates. They identified a number of candidates across the UK, Continental Europe, North America, Australia and South Africa for initial assessment.

The sub-committee consulted with its advisors throughout the process. Sir David Walker, as the incumbent Chairman, did not take part in the selection process, but was consulted for his views and insights into the role. I updated other Board members on progress throughout the process.

The initial candidate list was reduced to a shortlist for consideration by the sub-committee. As John McFarlane emerged as the preferred candidate, we undertook a number of stakeholder engagements:

¡  All Board members met with John McFarlane and had the opportunity to provide feedback;

¡  We kept our regulators fully updated and, in common with other Board appointments, obtained prior regulatory approval for John McFarlane’s appointment; and

¡  We held discussions with a number of major investors who responded positively on the proposed appointment.

In addition to regular communication with Directors individually, the Board met twice specifically to discuss the proposed appointment and to allow Directors to share their feedback on John McFarlane before approving his appointment, which was announced in September 2014. Given the time commitment required of the Barclays Chairman, we are grateful to Aviva plc and FirstGroup plc for agreeing to release John McFarlane to take on this important role: he will step down from these boards in April 2015 and July 2015, respectively.

The role of Barclays Chairman is a challenging one and I am pleased that in John McFarlane we identified someone who met all of the criteria we had set. He is an enormously experienced and respected banker, with global experience of both retail and investment banking who will bring great leadership, integrity and knowledge to the role.

Sir John Sunderland

 

 

 

 

Review of Board and Board Committee effectiveness

Process

Each year, an evaluation is conducted on the effectiveness of the Board, the Board Committees and individual Directors. Full external evaluations of Board effectiveness have been undertaken in the past two years. In view of the impending new Group corporate structure, following which another external evaluation will be carried out once the structure has had time to settle, the Board decided to focus this year’s review on individual Director performance to monitor the Board’s progress and to inform the agenda of the next full external review process.

Independent Board Evaluation facilitated the effectiveness review for 2016 and was engaged again to conduct the 2017 Board review, also again led by Ffion Hague. Independent Board Evaluation is an independent external consultancy with no other connection to Barclays. Consistent with previous years, Ffion Hague carried out interviews with the Directors to obtain feedback on the effectiveness of the Board throughout 2017.

Independent Board Evaluation issued a report to the Board on the findings of the effectiveness review. In addition, the Chairman was provided with a report and feedback on the performance of each of the

Directors, and the Senior Independent Director received a report on the Chairman.

Following consideration of the findings of the 2017 Board and Committee effectiveness reviews, the Directors remain satisfied that the Board and each of the Board Committees are operating effectively.

Outcomes of 2017 review

Board performance is considered to be improving, with more effective and insightful questions being asked in Board debates and a better balance being struck between support and challenge. In particular, the Directors were positive about:

 

28  |


Governance: Directors’ report

What we did in 2014

Board Corporate Governance and Nominations Committee Report

the preparations for structural reform

 

project execution, such as the remediation of control issues and preparations for Brexit

 

the recruitment of high quality new Board members and members for the boards of Barclays UK and Barclays International.

The Directors were also pleased with progress on strengthening the senior executive team and deepening relationships between Directors and key executives. The executive team feels well supported by the Board and is grateful for that support.

Business performance is a concern for Board members, and the Board is focused on improving this within the Group. This will be a particular area of focus in 2018. The

restructuring of the Group in April 2018 is also a significant focus for the Group and regarded as a major challenge. The Board is cognisant of the challenges of ensuring the new Group corporate structure is effective and efficient, and is conscious of the need to maintain good governance overall and minimise duplication. The interaction between the Group Board and the boards of our strategically significant subsidiaries will be closely monitored and thought will be given to identifying opportunities for engagement with subsidiary board members to develop and maintain a good working relationship. The impact of the new structure on Board work and governance will be a key area of review for the 2018 external evaluation of the Board.

Committee effectiveness

The 2017 Board Committee effectiveness review was carried out internally, led by the Company Secretary. A questionnaire was circulated to all Committee members with a report of the findings of the effectiveness review provided to the Chair of each Committee as well as an update to the Board. The conclusion from the Committee reviews is that the Committees are working well, and you can read more about the findings for each Board Committee within each Committee Chairman’s letter.

 

Progress against 2016 findings

Following the 2016 Board evaluationeffectiveness review facilitated by Independent Board Evaluation, a number of findings were identified and the summary below sets out the Board’s progress against those actions in 20142017.

  2016 findingsActions taken/findings in 2017
Board priorities

Create regular broad-based risk oversight Board sessions to allow Directors to look across the risk spectrum.

Schedule a debate on the role of the Board and non-executive Directors and link the conclusions to revised Board objectives to help focus the Board’s agenda.

Time was scheduled for free-ranging discussion around risk, strategy and the Bank’s long term plan during the Board’s annual strategy session.

The review reported that Board discussion was more focused and struck a balance between support and challenge.

 

Board prioritiesBoard/executive relationship

Exhibiting and
upholding
the Company’s values

Leveraging Board
experience in support
of executives

Greater awareness of
Board Committee work

  

 

2013 findingsPositive and constructive relations between the Board and the new management team were reported.

  

 

The review found that the relationship between the Board and executive management deepened during 2017, with executive management feeling well supported.

2013 findingsOptimise communication and collaborationa

  

 

2013 findingsContinue to optimise the information flow between Directors in the run-up to structural reform in 2018.

Consider agreeing common values for the Group and the banking subsidiary boards in the new structure.

  

 

The Chairman continued to hold meetings with non-executive Directors ahead of Board meetings to brief them on current issues.

Further principles and practices were developed for interaction between the Board and the boards of Barclays UK and Barclays International, building on the Governance Guiding principles created in 2016.

2013 findingsBoard appointment process

  
To better articulate

Continue to refine the Board’s 2014 priorities, as opposedBoard skills matrix to ensure it aligns with the Group’s strategy and informs the succession plan for key Board roles. Implement more regular reporting to the business priorities and reflect these in Board and Committee papers

To be kept directly informed on the progress of implementing cultural changepotential non-executive Directors under consideration.

 

  To create additional time

The Board skills matrix and succession plan were kept under review, with separate skills matrices established for more wide-ranging strategic discussions between the Barclays UK and Barclays International boards. Board members were updated on recruitment progress and Executive Committee membersdetails of potential candidates.

Director induction

  

To give more time,

Continue to enhance the Director induction process with a focus on providing broader governance training to anyone who has not previously served on a rolling basis,UK PLC board.

The induction programme was reviewed to factor in tailored governance training for new Directors and was extended also to directors of Barclays UK, Barclays International and the Group Service Company.

Reporting to the Board Committeeb

Review reporting arrangements on strategy implementation and review the KPIs or dashboard reports for key initiatives.

The form and content of reporting to the Board to allow all Directors to gain a deeper understanding of the workings of each Board Committeewas reviewed and their forward agendas

Actions taken in 2014

Actions taken in 2014

Actions taken in 2014

Actions taken in 2014

As a result of Bvalco’s interviews with the Directors and discussion at the Board meeting in February 2014, the Board identified the following priorities for 2014:

¡  Board and Chairman succession

¡  Supporting the Executives

¡  Oversight and working through legacy issues

¡  Dealing more strategically with global regulation

¡  Exhibiting and upholding Barclays’ Values

¡  Building a cohesive, unitary Board

These priorities were reflected in Board and Board Committee agendas during the year and were also debated at the Committee meeting in July 2014

The majority of non-executive Directors have attended Barclays’ Values training and the subject of values and how we do business has been covered in the Chief Executive’s reports to the Board and in business presentations

The Board Conduct, Operational and Reputational Risk Committee examined reports on progress being made in implementing cultural change

The Board met with executives outside of scheduled Board meetings to discuss and challenge the Group strategy during 2014, culminating in significant interaction with Group Executive Committee members when debating proposals relating to the strategy update which was announced in May 2014

The Chairman and Company Secretary gave a presentation to the Group Executive Committee on the composition, duties, role and expectations of the Board

The Board invited leaders of key businesses and functions to Board dinners to probe business strategies, plans, emerging issues and concerns

The Board has allowed more time to focus on reports from Board Committees. This included the forward agenda and key issues examined to allow the Board to consult and challenge the work conductedrefreshed by the Committee

The Committee Chairs ensured that they identified the key issues for discussion

2014 findings

2014 findings

2014 findings

2014 findings

To refine the Board’s priorities for 2015To continue the embedding of cultural change across and deeper into the organisation and provide effective oversight of progressTo continue to build effective relationships between the Board and business and functional heads

To continue to deepen the Board’s focus on the key priorities and main issues facing each of the Board Committees andmanagement to ensure that the Board Committee structure remainsis provided with appropriate management information on strategy and fit for purposeexecution priorities.

 

Notes

a  In 2016 this finding was named “Greater awareness of Board Committee work”.

b  In 2016 this finding was named “Dealing more strategically with global regulation”.

36    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Actions to be taken in 2015

We will focus the Board’s time on:

¡  Debating strategic options

¡  Culture and cultural change

¡  Succession and the talent pipeline

¡  Supporting the transition to a new Chairman

¡  Further improving information flows to the Board and Board Committees

Actions to be taken in 2015

We will leverage work that is underway to assess how well cultural change has been embedded in order to improve ways in which progress is measured and tracked by the Board

Actions to be taken in 2015

We will continue to build a better understanding of the role and expectations of the Board amongst senior executives, including the wider Senior Leaders Group

Actions to be taken in 2015

We will continue to enhance the content of reporting by Board Committees to the Board and ensure that all Directors have the opportunity to attend Board Committee meetings. The optimum Board Committee structure will also be kept under review

     

    

    

    

    

|  29


 

 

  

Diversity on the Board and Group Executive Committee

The Board continues to have regard to the Hampton-Alexander Review recommendations to improve gender diversity among FTSE leadership teams and the Parker Review recommendations on the ethnic diversity of UK boards.

 

ImprovementsThe Committee recognises the importance of ensuring that there is broad diversity inclusive of, but not limited to, gender, ethnicity, geography and business experience on the Board,
appointment process while continuing to recommend all appointments based on merit in the context of the skills and experience required. Barclays’ approach to Board diversity is set out in full in theBoard Diversity Policy, which can be found online athome.barclays/corporategovernance. OurBoard Diversity Policy recognises that a truly diverse Board will include and make good use of the differences in skills, experience, background, race, gender and other distinctions brought by each Director, with such differences

With regard to ethnic diversity, the Board considers that Barclays is currently well-positioned in terms of representation at Board level and also at Group Executive Committee level when taking into account the Parker Review definition (being “individuals of Black, East Asian, Latin American, Middle Eastern or South Asian ethno-cultural backgrounds”). The Board will continue to monitor the overall diversity of our leadership pipeline to ensure we are attracting the broadest spectrum of leaders to Barclays.

During 2017, the Committee received regular updates from the Global Head of Diversity and Inclusion covering the full spectrum of Barclays’ diversity and inclusion agenda, including the actions being taken regarding dynamic working, colleague inclusion, workforce diversity, mental health awareness and social mobility. The Committee is pleased with the progress being made and discussed ways in which inclusion might be tracked. Management is continuing to work on drawing together indicators across the Group to develop a metric to measure progress on inclusion.

being considered in determining the optimum composition of the Board. When executive search firms are engaged to assist with the recruitment of a new Director, diversity is identified as a key factor. In addition, the external Board evaluation considered diversity when assessing the effectiveness of the Board. The Barclays Board target of 33% female representation among Directors by 2020 is formally reflected in theBoard Diversity Policy as well as being noted in the Board skills matrix. Noting the current gender diversity balance on the Board, and as mentioned earlier in this report, the Committee has commissioned the recruitment of a further female non-executive Director to strengthen the diversity of gender on the Board. Further details about the current diversity balance of the Board can be found on page 4.

The Committee is also mindful of the current gender diversity balance of the Group Executive Committee, but is satisfied with the overall level of diversity across that Committee standing at 33% and with the percentage of women among the direct reports of Group Executive Committee members strengthening our succession pipeline. Further, Barclays is committed to achieving 33% female representation among the Group Executive Committee and their direct reports by 2020, and is currently reporting 25% female representation among this population. In 2017, the Group Executive Committee continued the initiative introduced by the Group Chief Executive in 2016 of having oneex-officio position on the Committee to broaden the scope of perspectives and contributions made, with each appointee serving for a four-month rotation.

LOGO

Further details about the current diversity balance of the Board can be found on page 4. More details on Barclays diversity and inclusion strategy and the progress made can be found on page 47.

      

Director induction

Effective handling of
legacy issues

Dealing more strategically
with global regulation

2013 findings

2013 findings

2013 findings

2013 findings

To ensure that all Board members are kept fully informed of prospective candidates and potential appointments

To improve the on-boarding process for new Directors, including partnering new Directors, if appropriate, with longer-serving Board members

To assess and work through legacy issues, including responses to the Salz Report��To increase engagement and to deepen the relationship with the Group’s regulators

Actions taken in 2014

Actions taken in 2014

Actions taken in 2014

Actions taken in 2014

A number of Board appointments were made in 2014 taking the new approach: Steve Thieke brings additional investment management and risk expertise to the Board, Crawford Gillies will succeed Sir John Sunderland as Chairman of the Board Remuneration Committee, and John McFarlane will succeed Sir David Walker as Chairman

The Board was kept regularly informed of the progress of non-executive Director searches, and the Chairman, Chief Executive Officer and members of the Committee interviewed shortlisted candidates

The Board Corporate Governance and Nominations Committee has also assessed Group Executive Committee succession plans

New Directors were offered the opportunity to partner with an existing Director as part of their induction programmes

Following completion of the programmes, we sought feedback from the new Directors and a number of suggestions, including the preparation of capital and liquidity briefing papers were taken forward

We asked Directors for their views on potential topics for training for the Board as a whole. We also asked Board Committee members for suggestions for Committee-specific training, which were reflected in the 2014 programme

The Regulatory Investigations Committee has provided oversight of the resolution of historical legal and regulatory risks and there have been regular reports to the Board. The Board Audit Committee and the Board discussed PPI provisioning at length and agreed additional provisions. All of the Salz recommendations were complete by the end of 2014, but require some further embedding, with the Board regularly updated on progressRepresentatives from the PRA, FCA and FRBNY have all attended meetings and presented to the Board during 2014 and the Board has been fully engaged on meeting regulatory expectations. The Board was also regularly briefed on the structural reform agenda in both the UK and the US

2014 findings

2014 findings

2014 findings

2014 findings

To continue to ensure that the Board has sufficient visibility of executive succession planning and the talent pipeline

To extend the new Director induction programme to involve senior executives below Group Executive Committee level and to continue to support new Board Committee Chairmen

To continue to focus on the existing priority of overseeing the resolution of legacy issuesTo continue to focus the Board’s time on strategy and strategic options

Actions to be taken in 2015

We will schedule a specific in-depth briefing for the Board on talent and succession planning and specific follow on updates as required

Actions to be taken in 2015

We will increase Directors’ interaction with members of the Senior Leaders Group and will continue to ensure that Board Committee Chairmen are provided with the right support, resources and information to enhance Board Committee effectiveness

Actions to be taken in 2015

We will continue to progress the resolution of historical legal and conduct risks, with appropriate oversight from the Board and Board Committees to ensure they are resolved in line with the Group’s Values

Actions to be taken in 2015

As more clarity on the future regulatory framework emerges we will ensure that sufficient Board time continues to be devoted to debating strategy and strategic options, including leveraging the collective perspectives of the non-executive Directors

30  |


Governance: Directors’ report 

How we comply

Leadership

The Role of the Board

The Board is responsible to shareholders for creating and delivering sustainable shareholder value through the management of the Group’s businesses. We do this by determining the strategic objectives and policies of the Group to deliver such long-term value and providing overall strategic direction within a framework of risk appetite and controls. Our aim is to ensure that management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. We endeavour to demonstrate ethical leadership and promote the Company’s collective vision of its purpose, values, culture and behaviours. Each of the Directors must act in a way we determine, in good faith, would promote the success of the Company for the benefit of the shareholders as a whole.

We are also responsible for ensuring that management maintain a system of internal control which provides assurance of effective and efficient operations, internal financial controls and compliance with law and regulation. In addition, we are responsible for ensuring that management maintain an effective risk management and oversight process at the highest level across the Group. In carrying out these responsibilities, we must have regard to what is appropriate for the Group’s business and reputation, the materiality of the financial and other risks inherent in the business and the relative costs and benefits of implementing specific controls.

The Board is also the decision-making body for all other matters of such importance as to be of significance to the Group as a whole because of their strategic, financial or reputational implications or consequences.

A formal schedule of powers reserved to the Board is in place. Powers reserved to the Board include the approval of strategy, the interim and full year financial statements, significant changes in accounting policy and practice, the appointment or removal of Directors or the Company Secretary, Directors’ conflicts of interest, changes to the Group’s capital structure and major acquisitions, mergers, disposals or capital expenditure. A summary is available at barclays.com/corporategovernance.

We have a well-defined Corporate Governance framework in place which supports our aim of achieving long term and sustainable value, supported by the right culture, values and behaviours both at the top and throughout the entire Group.

Specific responsibilities have been delegated to Board Committees and each has its own terms of reference, which are available on barclays.com/corporategovernance.

Each Committee reports to, and has its terms of reference approved by, the Board and the minutes of Committee meetings are shared with the Board. The main Board Committees are the Board Enterprise Wide Risk Committee, the Board Audit Committee, the Board Remuneration Committee, the Board Corporate Governance and Nominations Committee, the Board Financial Risk Committee and the Board Conduct, Operational and Reputational Risk Committee.

In addition to the principal Board committees, the Regulatory Investigations Committee, which was formed in late 2012, focuses on regulatory investigations. This Committee met nine times in 2014. Sir David Walker is Chairman of the Committee and the other Committee members are Mike Ashley, Diane de Saint Victor, Antony Jenkins and Sir John Sunderland.

|  31


Board Governance Framework

LOGO

Responsibility for implementing operational decisions and the day-to-day management of the business is delegated to the Chief Executive Officer and the Group Executive Committee. In turn, authorities are also delegated to individual members of the Group Executive Committee.

The management committee structure supporting the executives’ decision-making is driven from the following design principles:

¡There is a clear and consistent top-down governance structure across the Group, aligned to personal accountabilities and delegated authorities;

¡There is clarity, both internally and externally, on how governance is operated and how business level governance activities feed into Group level governance activities;
¡Risk and control considerations are embedded as an integral part of business decision-making; and

¡There is consistency in the use of risk and control management data for both operational and governance purposes across all levels of the organisation.

32  |


Governance: Directors’ report

How we comply

Attendance

During 2014, the Directors attended meetings, both scheduled meetings and additional meetings called at short notice, as set out below. Where a Director did not attend meetings owing to prior commitments or other unavoidable circumstances, he or she provided input to the Chairman so that his or her views were known.

 

 

Director

Independent

Scheduled

meetings eligible
to attend

Scheduled

meetings

attended

Additional

meetings eligible
to attend

Additional

meetings

attended

 

 

 

Group Chairman

          

 

 

Sir David Walker

Independent on appointment883 3    

 

 

 

Executive Directors

 

 

Antony Jenkins

Executive Director883 3    

 

 

Tushar Morzaria

Executive Director883 3    

 

 

 

Non-executive Directors

 

 

Mike Ashley

Independent883 3    

 

 

Tim Breedon

Independent883 2    

 

 

Crawford Gillies (from 1 May 2014)

Independent553 3    

 

 

Reuben Jeffery III

Independent873 3    

 

 

Wendy Lucas-Bull

Non-independent883 3    

 

 

Dambisa Moyo

Independent873 2    

 

 

Frits van Paasschen

Independent883 1    

 

 

Sir Michael Rake

Deputy Chairman, Senior Independent Director883 2    

 

 

Diane de Saint Victor

Independent883 3    

 

 

Sir John Sunderland

Independent883 2    

 

 

Steve Thieke (from 7 January 2014)

Independent883 3    

 

 

 

Former Directors

 

 

Fulvio Conti (to 24 April 2014)

Independent330 0    

 

 

Simon Fraser (to 24 April 2014)

Independent330 0    

 

 

 

Secretary

 

 

Lawrence Dickinson

883 3    

 

 

|  33


  

 

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    37


Governance: Directors’ report

How we comply

 

Leadership

As highlighted earlier in this report, the Board of Directors is responsible for promoting the highest standards of corporate governance in Barclays. We act in a way that we consider promotes the success of Barclays for the benefit of shareholders as a whole, and are accountable to the shareholders for creating and delivering sustainable value. We are responsible for setting strategy and overseeing its implementation, and also ensuring that management maintains an effective system of internal control.

For further information about the role of the Board and its responsibilities, together with the Board governance framework, please see page 8.

Roles on the Board

The rolesExecutive and responsibilitiesnon-executive Directors share the same duties and are subject to the same constraints. However, in line with the principles of the Code, a clear division of responsibilities has been established. The Chairman is responsible for leading and managing the work of the Board, while responsibility for the day-to-day management of Barclays has been delegated to the Group

Chief Executive. The Group Chief Executive are separate and clearly differentiated. This division of responsibilities atis supported in this role by the topGroup Executive Committee. Further information on membership of the Company ensures that no one person may exert absolute control.Group Executive Committee can be found on page 7.

As a Board we have set out our expectations of each Director in Barclays’ Charter of Expectations sets out both theExpectations. This includes role profiles and the behaviours and competencies required for each role on the Board, namely the Chairman, Deputy Chairman, Senior Independent Director, non-executive Directors, Executiveexecutive Directors and Committee Chairmen. It also sets out the expectations that the Board has of each Director in their role on the Board, including expected competencies, behaviours and time commitment. It has established criteria for each role and prescribes high performance indicators for each role against which each Director’s performance is measured. The Charter of Expectations is available at barclays.com/reviewed annually to ensure it remains relevant and up-to-date. It is published onhome.barclays/corporategovernance to ensure that there is complete transparency of the standards we set for ourselves.

Attendance

As members of the Board of Directors we are expected to attend every Board meeting. In 2017, we attended both scheduled and additional Board meetings, as recorded in the table below. The Chairman met privately with the non-executive Directors ahead of each scheduled Board meeting, and if, owing to exceptional circumstances, a Director was not able to attend a Board meeting they ensured that their views were made known to the Chairman in advance of the meeting.

Board Attendance  Independent  

Scheduled
Meetings
eligible

to attend

   Scheduled
Meetings
attended
   %
attendance
   

Additional
Meetings
eligible

to attend

   Additional
meetings
attended
   %
attendance
 
Group Chairman              
John McFarlane  On appointment   8    8    100    7    7    100 
Executive Directors              
Tushar Morzaria  Executive Director   8    8    100    4    4    100 
Jes Staley  Executive Director   8    8    100    4    4    100 
Non-executive Directors              
Mike Ashley  Independent   8    8    100    7    7    100 
Tim Breedon  Independent   8    8    100    7    6    86 
Sir Ian Cheshire  Independent   6    5    83    4    4    100 
Mary Francis  Independent   8    8    100    7    7    100 
Crawford Gillies  Independent   8    7    88    7    7    100 
Sir Gerry Grimstone  Senior Independent Director   8    8    100    7    7    100 
Reuben Jeffery III  Independent   8    8    100    7    7    100 
Matthew Lester  Independent   3    3    100    1    1    100 
Dambisa Moyo  Independent   8    7    88    7    7    100 
Diane Schueneman  Independent   8    8    100    7    7    100 
Mike Turner CBEa  Independent   -    -    n/a            n/a 
Former Directors              
Diane de Saint Victor  Independent   3    3    100    3    3    100 
Steve Thieke  Independent   3    3    100    3    3    100 
Secretary              
Stephen Shapiro      2    2    100            n/a 
Former Secretaries              
Lawrence Dickinson     1    1    100    1    1    100 
Claire Davies      5    5    100    6    6    100 

Note

a Mike Turner CBE joined the Board with effect from 1 January 2018. As part of his induction programme, he attended the December 2017 board meeting.

 

Role38    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F

 

Main responsibilities


Chairman of the Board

 

¡  Leadership of the Board including its operation and governance

¡  Build an effective Board

¡  Sets the Board agenda in consultation with Group Chief Executive and Company Secretary

¡  Facilitates and encourages active engagement and appropriate challenge by Directors

¡  Ensures effective communication with shareholders and other stakeholders and ensures members of the Board develop and maintain an understanding of the views of major investors

¡  Acts as Chairman of Board Corporate Governance and Nominations Committee and Board Enterprise Wide Risk Committee

Deputy Chairman

¡  Acting as an ambassador for the Barclays Group, particularly in terms of developing and maintaining relationships with clients, politicians, regulators, industry representatives and key opinion formers

¡  Providing support and guidance to the Chairman

¡  Act as a host, as required, at business events for major clients, business contacts and key representatives of governments, regulators and other opinion formers

Group Chief Executive

¡  Recommends the Group’s strategy to the Board

¡  Implements the Group’s strategy

¡  Makes and implements operational decisions and manages the business day-to-day

Senior Independent Director

¡  Provides a sounding board for the Chairman

¡  Provides support for the Chairman in the delivery of his objectives

¡  Serves as a trusted intermediary for the Directors, when necessary

¡  Available to shareholders should the occasion arise where there is a need to convey concerns to the Board other than through the Chairman or Group Chief Executive

Non-executive Director

¡  Effectively and constructively challenges management

¡  Assesses the success of management in delivering the agreed strategy within the risk appetite and control framework set by the Board

¡  Exercises appropriate oversight through scrutinising the performance of management in meeting agreed goals and objectives

Company Secretary

¡  Works closely with the Chairman, Group Chief Executive and Board Committee Chairmen in setting the annual forward calendar of agenda items for the meetings of the Board and its Committees

¡  Ensures accurate, timely and appropriate information flows within the Board, the Board Committees and between the Directors and senior management

¡  Provides advice on corporate governance issues

Board Committee cross-membership

The table below shows the number of cross-memberships of our non-executive Directors across our Board Committees.

   

Board Audit

Committee

  Board Nominations
Committee
  Board Remuneration
Committee
  Board Reputation
Committee

Board Risk  

Committee  

  

 

4

 

  

 

3

  

 

1

  

 

1

Board Reputation   Committee  

  

 

1

 

  

 

2

  

 

2

  

Board Remuneration   Committee  

  

 

2

    

  

 

2

    

Board Nominations   Committee  

  

 

3

    

      

 

Effectiveness

For details of the role of the Board Corporate Governance and Nominations Committee in the selection and appointment of Directors and the process and outcomes of the annual Board effectiveness review, please see the report of the Board Corporate Governance and Nominations Committee on pages24 to30.

Composition of the Board

In line with the requirements of the Code, a majority of the Board are independent non-executive Directors. The Board currently comprises a Chairman, who was independent on appointment, two executive Directors and eleven non-executive Directors. We consider the independence of our non-executive Directors annually, using the independence criteria set out in the Code and by reviewing performance against behaviours that we have identified as essential in order to be considered independent. As part of this process, the Board keeps under review the length of tenure of all Directors, which is a factor that is considered as part of its deliberations when determining independence of our non-executive Directors. The independence criteria can be found inCorporate Governance andin Barclays athome.barclays/corporategovernance.

The Board Nominations Committee and, where appropriate, theconsiders Board as a whole,succession planning and regularly reviews the composition of the Board and succession plans for both the Board Committees to ensure that there is an appropriate balance and senior executives.

diversity of skills, experience, independence and knowledge. The names,size of the Board is not fixed and may be revised from time to time to reflect the changing needs of the business and the Board Nominations Committee will consider the balance of skills and experience of current Directors when considering a proposed appointment.

Each year we carry out an effectiveness review in order to evaluate our performance as a Board, as well as the performance of each Director, together with their terms in office, are shown inof the biographical detailsBoard Committees and individual Directors. This annual review assesses whether each of us continues to discharge our respective duties and responsibilities effectively and is considered when deciding whether individual Directors will offer themselves for election or re-election at the AGM. More information on the 2017 Board effectiveness review can be found on page 36.

Our biographies containing our relevant skills and experience, Board Committee membership and other principal appointments can be found on pages3 5 and4. 6. Details of changes to the Board during 2014in 2017 and in the year to date are set out indisclosed on page 3.

The service contracts for the Directors’ Report on page6.

The Board currently comprises the Chairman, who was independent on his appointment, two Executiveexecutive Directors and twelve non-executive Directors. The Board is made upthe letters of a majority of independent non-executive Directors. In determining the independence of the non-executive Directors, the Board considered both the guidance on independence set out in the Code, in addition to its own criteria on independence which can be found in Corporate Governance in Barclays available at barclays.com/corporategovernance. Having considered these factors, the Board concluded that all non-executive Directors standingappointment for re-election at the 2015 AGM demonstrate the essential characteristics of independence deemed necessary by the Board. The Board has however decided that Wendy Lucas-Bull should not be designated as independent for the purposes of the Code, given her position as Chairman of Barclays Africa Group Limited, which is a 62%-owned subsidiary of Barclays. Sir John Sunderland has served on the Barclays’ Board for over nine years, which the Code suggests is a factor to be taken into account when determining a Director’s independence. The Board continues to consider Sir John to be independent for the purposes of the Code. We continue to believe that both Directors demonstrate the independence of character and judgement expected of Barclays non-executive Directors. As previously announced, Sir John will retire from the Board at the conclusion of the 2015 AGM.

The Executive Directors of Barclays have service contracts and the Chairman and non-executive Directors have letters of appointment, which are available for inspection at the Company’sour registered office. The dates

Time commitment

We are expected to allocate sufficient time to our role on the Board in order to discharge our responsibilities effectively. This includes attending, and being well-prepared for, all Board and Board Committee meetings, as well as making time to understand the business, meet with executives and regulators, and complete ongoing training. As stated in ourCharter of Expectations, time commitment is agreed with each non-executive Director on an individual basis. Set out below is the current Directors’ service contractsaverage expected time commitment for the role of non-executive Directors and letters of appointment are set outthe other non-executive positions on the Board. For these additional positions there is an expectation that, in the Remuneration Report on page46.order to effectively fulfil extra responsibilities, additional time commitment is required.

 

34  |Role  


Expected time commitment

Governance: Directors’ reportChairman

How we comply

80% of a full time position
Deputy ChairmanAt least 0.5 days a week
Senior Independent DirectorAs required to fulfil the role
Non- executive Director30 days a year (membership of one Board Committee included, increasing to 40 days a year if a member of two Board Committees)
Committee ChairmenAt least 60 days a year (including non-executive Director time commitment)

Following appointment, we ask Directors to undergo an annual assessment of their effectiveness to ensure that they continue to provide a valuable contribution to the deliberations and decision-making of the Board, and that they remain independent and free from any conflicts of interest. The Directors subsequently offer themselves for election or re-election, as the case may be, each year at our AGM.

Time commitment

We expect our non-executive Directors toChairman must commit sufficient time to discharge their responsibilities. The time commitment is agreed on an individual basis, as certain non-executive Directors, including the Deputy Chairman, Senior Independent Director, Committee Chairmen and Committee members, are expected to commit additional time in order to fulfil these extra responsibilities. We also expect our Chairman to expend whatever time is necessary to fulfil his duties withand, while this is expected to be equivalent to 80% of a full time position, his Chairmanship of the chairmanshipGroup, and leadership of Barclays takingthe Board, has priority over any other business time commitment. The average time commitment for each role is set out below:

Role

Expected time commitment

Chairman

80% of a full-time position

Deputy Chairman

0.5-1 day a week

Senior Independent Director

3-4 days a year

Non-executive Director

30-36 days a year (average)

Committee Chairmen

25-30 days (average)

commitments. In practice, the non-executive Directors’ time commitment exceeds these expectations, particularly in the case of the Chairman and Board Committee Chairmen. They must be ableexceptional circumstances, we are all expected to commit significantly more time to our work on the role in exceptional circumstances. In addition to work related to Board and Board Committee meetings, the Chairman and non-executive Directors also take time to meet with executives, meet with Barclays’ regulators, visit Barclays’ businesses and undertake induction, training and evaluation.Board.

Induction

On joiningappointment to the Barclays Board, all Directors receive a comprehensive induction which is tailored to the new Director undergoes a tailoredDirector’s individual requirements. The induction programme whichschedule is designed to allow him or her to build quickly:

¡An understanding of the nature of Barclays, its business and the markets in which it operates and the opportunities and challenges for each Business Division;

¡A link with Barclays’ people; and

¡An understanding of the relationships with Barclays’ main stakeholders, such as customers and clients, shareholders and regulators.

Our induction programmes typically comprise a series of meetings with the head of each of Barclays’ major business divisions and Group functions. This allowsquickly provide the new Director with an understanding of how the Group works and the key issues that it faces. The Company Secretary consults the Chairman when designing an induction schedule, giving consideration to meet the business and function heads with responsibility for implementing the Board’s strategy and to debate specific matters affecting that business or function.

As partparticular needs of the process we asknew Director. When a Director is joining a Board Committee the Directorsschedule includes an induction to provide feedback and to identify areas where they would appreciate further information. They are also invited to have an existing Director on the Board as a mentor.operation of that committee.

On completion of the induction programme, the new Director should have sufficient knowledge and understanding of the nature of the business, and the opportunities and challenges facing Barclays, to enable them to fullyeffectively contribute to the Board’s strategic discussions and oversight of the business.Group.

The following is an example of a typicalFollowing their appointment in 2017, Sir Ian Cheshire, Matthew Lester and Mike Turner CBE received induction programme; where a Director isprogrammes on joining a Board Committee, either as a member or as Committee Chairman, this programme is

supplemented by a specific, tailored Committee induction programme.

Governance in action: the induction of Crawford Gillies

‘My induction programme was wide-ranging, providing a valuable introduction to Barclays. I particularly appreciated the way in which the programme was tailored to cover areas in which I expressed specific interest.’

On taking up his appointment on 1 May 2014, in addition to his duties as a Director and member of the Board Remuneration and Board Audit Committees, Crawford undertook a programme of induction spanning a six-week period.

In line with the normal process, he had in excess of 20 meetings with members of the Group Executive Committee and the Senior Leaders Group to familiarise himself with the business but also to be briefed on the expectations of his role, the corporate governance framework and the work of the Board Remuneration and Board Audit Committees. With regards to the latter, Crawford alsothe Board. In line with normal practice, they met with the lead audit partner to obtain an overview of the audit of the Group. In addition, Crawford attended a Barclays’ employee induction session on values and culture, ‘Being Barclays’.

Following discussion with Crawford, a further period of induction was arranged to cover topics on which he requested further information. These covered:

¡  A briefing on new Barclaycard technology and innovation;

¡  Further insight into the investment banking business;

¡  A further meeting with Mike Ashley as part of an overview of the work of the Board Audit Committee;

¡  A briefing on liquidity metrics adopted by Barclays;

¡  Insights into asset valuation methodology;

¡  An examination of proposed structural reform and recovery and resolution plans;

¡  Barclays’ processes in evaluating credit impairment; and

¡  Meetings with external advisers (including the ‘Big Four’ audit firms) to understand the key issues facing the banking sector.

In addition, Crawford took time to visit the Barclays Africa business when in Johannesburg with the Board in November and visited the PCB business at the Liverpool Branch in August.

Training and development

We provide all Directors with the opportunity to updateCompany Secretary, the current non-executive Directors and refresh their knowledge throughout the year, to enable them to continue to fulfil their roles as members of the BoardGroup Executive Committee and its Committees.

Barclays’ Directors are committed to continuing their development during their term in office. The Chairman meets with each Director individually to discuss their work with the Board and agree any individual development requirements. We provide training opportunities in a number of ways, from internal meetings withcertain other senior executives and operational or functional heads, to dedicated briefings on specific areas of responsibility within the business and external training programmes.executives.

 

 

|  35Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    39


 

Governance: Directors’ report

How we comply

    

 

During 2014, non-executiveTraining and development

In order to continue to contribute effectively to Board and Board Committee meetings, Directors attended briefings onare regularly provided with the following subjects:

¡  The US Dodd Frank Wall Street Reformopportunity to take part in ongoing training and Consumer Protection Act;

¡  Structural reform,development and can also request specific training that we may consider necessary or useful. As part of our annual performance review with the Chairman, we discuss any particular development needs that can be met through either formal training or meeting with a particular senior executive. In 2017, Directors received ongoing training in particularrelation to legal and regulatory developments, including in relation to the requirements for an US intermediate holding company with independent non-executive Directors;of, and responsibilities under, the UK Senior Managers Regime.

¡  Barclays’ values and culture; and

¡  Barclays’ African businesses.Conflicts of Interest

In addition, non-executive Directors visited businesses aroundaccordance with the Group, met with investors and external parties to enrich their understanding of Barclays’ businessesCompanies Act 2006 and the challenges it faces as well as a focus on areas withinArticles of Association the Board has the authority to authorise conflicts of interest. Directors are required to declare any potential or actual conflicts of interest that could interfere with their remit. For example, Tim Breedon, as Chairmanability to act in the best interests of the Group. The Company Secretary maintains a conflicts register, which is a record of actual and potential conflicts, together with any Board Financial Riskauthorisation of the conflict. The authorisations are for an indefinite period but are reviewed annually by the Board Nominations Committee, met with external evaluatorswhich also considers the effectiveness of Barclays Internal Audit functionthe process for authorising Directors’ conflicts of interest. The Board retains the power to discussvary or terminate the results; met with regulators in the UK and the US to discuss matters including stress testing, product control and valuations; and travelled to South Africa and New York.authorisation at any time.

Information provided to the Board

BothThe Role Profile for the ExecutiveChairman, as set out in ourCharter of Expectations, confirms his responsibility for ensuring that members of the Board receive accurate, timely and high-quality information. In particular, we require information about Barclays’ performance to enable us to take sound decisions, monitor effectively and provide advice to promote the success of the Company. Working in collaboration with the Chairman, the Company Secretary is responsible for ensuring good governance and consults Directors to ensure that good information flows exist and that the Board receives the information it requires in order to be effective.

Throughout the year both the executive Directors and senior executives keep the non-executive DirectorsBoard informed of the key developments in the business through regular reports and presentations, including weekly updates that include information on investors’ and other stakeholders’ reactionsupdates. These are in addition to the news of the week and the market’s response.

Throughout the year, Directors are regularly briefed regarding their roles onpresentations that the Board and itsBoard Committees including updates on the regulatory and financial services environment. Barclays ensures that the information is provided in a timely manner and is presented clearly and concisely.

It is the rolereceive as part of the Company Secretarytheir formal meetings. Directors are able to support the Chairman in ensuring good information flows between the Board, its Committees and the senior executives. He acts as adviser to the Board regarding governance matters and provides support to the Chairman to ensure the effectiveness of the Board. In addition, Directors have access to the advice and services of the Company Secretary, who ensures Board procedures are complied with and that the Directors have access toseek independent and professional advice at Barclays’ expense, if required, to enable Directors to fulfil their obligations as members of the Company’s expense.Board.

Accountability

Risk Management and Internal Control

The Directors have responsibilityare responsible for ensuring that management maintainmaintains an effective system of risk management and internal control and for assessing its effectiveness. Such a system is designed to identify, evaluate and manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

Barclays is committed to operating within a strong system of internal control that enables business to be transacted and risk taken without exposing itself to unacceptable potential losses or reputational damage. Barclays has an overarching framework that sets out Barclaysthe Group’s approach to internal governance, (the Barclays Guide). The Barclays Guide, which establishes the mechanisms and processes by which management implements the strategy set by the Board directsto direct the organisation, through setting the tone and expectations from the top, delegating its authority and assessing compliance.

A key component of theThe Barclays Guide is theEnterprise Risk Management Framework(ERMF). The purpose of the ERMF is to identify and set minimum requirements in respect of the main risks to achieving the Group’s strategic objectives and to provide reasonable assurance that internal controls are effective. The key elements of the Group’s system of internal control, which is aligned to the recommendations ofThe Committee of Sponsoring Organizations of the Treadway Commission, Internal Control – Integrated Framework (2013 COSO), are set out in the risk control frameworks relating to each of the Group’s Principal and Key Risks. As well as incorporating our internal requirements, these reflect material Group-wide legal and regulatory requirements relating to internal control and assurance.

Effectiveness of internal controls

Key controls are assessed on a regular basis for both design and operating effectiveness. Issues arising out of business risk and control assessments and other internal and external sources are examined to identify pervasive themes. Where appropriate, control issues are reported to the Board Audit Committee via the Operational Risk and Control Committee.(BAC). In addition, the BAC receives regular reports are made to the Board Audit Committee byfrom management, Barclays Internal Audit (BIA) and the Finance, Compliance and Legal functions covering, in particular, financial controls, compliance and other operational controls.

Risk management and internal control framework

The DirectorsERMF is the Group’s internal control framework, which is refreshed annually. There are eight Principal Risks under the ERMF: Credit risk, Market risk, Treasury and capital risk, Operational risk, Model risk, Reputation risk, Conduct risk and Legal risk.

The BAC formally review the effectiveness ofreviews the system of internal control and risk management annually. Throughout the year ended 31 December 20142017 and to date, the Group has operated a system of internal control that provides reasonable assurance of effective and efficient operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the significant risksPrincipal Risks facing the Group in accordance with the guidance ‘Internal Control: Revised Guidance for Directors on the UK Corporate Governance Code’Risk Management, Internal Control and Related Financial and Business Reporting’ published by the Financial Reporting Council (the Turnbull Guidance).Council.

These processes include an attestation procedure which requires all significant processes and identified material risks to be assessed and recorded, together with the related key controls by the heads of businesses and functions. As part of this, specific consideration is given to relevant information, including as a minimum: any open control issues; any outstanding internal and external audit findings; regulatory reviews and any outstanding regulatory compliance matters; compliance with Group level policies; records of operational loss/risk events; experience of all types of fraud; and any other material control-related matters that have been raised either by management or via independent/external review. The status of any remediation in connection with these matters is also examined. The results of this attestation procedure were reported to the Board Audit Committee in February 2015, when it was noted that, although severalreview of the attestations referred to outstandingeffectiveness of the system of risk management and internal control design or operatingis achieved through a four-step approach which is centred on reviewing the effectiveness issues, none of these were considered to be materialThe Barclays Guide and none had prevented the heads of businesses or functions from providing a Turnbull statement. All issues had identified remediation tasks and attributed timescales for resolution (or timescales being determined).its component parts:

1.Control meetings of the Business and Functional Executive Committees monitor, review and challenge the effective operation of key risk management and control processes, including the results of audits and reviews undertaken by BIA (which include assessments of the Control Environment and Management Control Approach) and examinations and assessments undertaken by our primary regulators, on an ongoing basis as part of the system of risk management and internal control. The remediation of issues identified within the Control Environment is regularly monitored by management and the BAC.

2.Testing of the Control meetings, held by the Executive Committees, provides assurance that the committees are effectively overseeing the Control Environment and associated risk management and internal control processes.

3.The owners of the key governance processes which compriseThe Barclays Guideundertake a review to confirm that processes have been implemented.

4.The annual review of the system of risk management and internal control brings together the results of the activities completed in steps 1 to 3 to ensure that each of the key processes has been effectively reviewed.

40    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Regular reports are made to the Board covering risks of Group levelGroup-level significance. The Board Financial Risk Committee and the Board Conduct, Operational and Reputational RiskReputation Committee examine reports covering the Principal Risks (Credit risk, Market risk, Funding risk, Operational risk and Conduct risk) as well as reports on risk measurement methodologies and risk appetite. Further details of material existing and emerging risks and risk management procedures and potential risk factors are given in the Risk review sectionand risk management sections on pages 75 to 16284 to91..

36  |


Governance: Directors’ report

How we comply

As set out in the Risk review section of the Annual Report, a number of matters were made public during the course of 2014 which related to failings in the design and/or operation of certain controls other than those over financial reporting. Whilst the matters were disclosed in 2014, many of the failings giving rise to those issues occurred in prior periods. Management has assessed the specific control processes impacted and concluded that these are now designed and operating effectively. Areas of on-going control remediation are not considered to constitute material control failings. In addition to the above matters, a number of other issues are currently being analysed to assess their potential to impact on the control environment and the materiality of any such impact. Remediation plans will be defined and implemented, where necessary.

Controls over financial reporting

A framework of disclosure controls and procedures is in place to support the approval of the Group’s financial statements. The Legal and Technical Review Committee isSpecific governance committees are responsible for examining the Group’sGroups’ financial reports and disclosures to ensure that they have been subject to adequate verification and comply with legalapplicable standards and technical requirements. The Committee reports itslegislation. These committees report their conclusions to the Disclosure Committee. The Disclosure Committee examines the content, accuracy and tone of the disclosures and reports its conclusions to the Group Executive Committee and the Board Audit Committee, both ofBAC which debatedebates its conclusions and provideprovides further challenge. Finally, the Board scrutinises and approves results announcements and the Annual Report, and ensures that appropriate disclosures have been made. This governance process ensures that both management and the Board are given sufficient opportunity to debate and challenge the Group’sGroups’ financial statements and other significant disclosures before they are made public.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision of the principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and issued by the International Accounting Standards Board (IASB). Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorisations of management and the respective Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.

Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed Barclays PLC’s and Barclays Bank PLC’sthe internal control over financial reporting of Barclays PLC Group’s and Barclays Bank PLC Group’s as of 31 December 2014.2017. In making its assessment, management has utilised the criteria set forth byout in the 2013 COSO. ManagementCOSO framework and concluded that, based on its assessment, the internal control over financial reporting was effective as of 31 December 2014.2017. Our independent registered public accounting firm has issued a report on the Barclays PLC’sPLC Group internal control over financial reporting, which is set out on page216. 186.

The system of internal financial and operational controls is also subject to regulatory oversight in the UK and overseas. Further information on supervision by the financial services regulators is provided under Supervision and Regulation in the Risk review section on pages 155 to 162184 to189..

Changes in internal control over financial reporting

There have been no changes in the Group’sGroups’ internal control over financial reporting that occurred during the period covered by this report which have materially affected or are reasonably likely to materially affect the Group’sGroups’ internal control over financial reporting.

Remuneration

The Board has delegated responsibility tofor the Board Remuneration Committee forconsideration and approval of the remuneration arrangements of the Chairman, Executiveexecutive Directors, other senior executives and othercertain Group employees including Material Risk Takers, whose total remuneration exceeds an amount determined byto the Committee from timeBoard Remuneration Committee. The Board as a whole, with the non-executive Directors abstaining, considers annually the fees paid to time. A description ofnon-executive Directors. Information on the workactivities of the Board Remuneration Committee and details of the members of the Board Remuneration Committeein 2017 can be found in the Directors’ remunerationRemuneration report on pages 51 to 7446 to79,, which forms part of the corporate governance statement.

Stakeholder engagement

The Board recognises the importance of engaging with stakeholders as key to effective corporate governance and actively supports building stronger and more engaged relationships. The Directors, in conjunction with the senior executive team, have participated in various forms of engagement throughout the year, covering a wide range of topics including our strategy, financial performance and corporate governance. Our shareholder communication guidelines, which underpin all investor engagements, are available at barclays.com/investorrelations.

We take care to identify our stakeholders and tailor our engagement programme to ensure that our communications are correctly targeted and distributed appropriately, broadly reflecting the geographic spread of our equity ownership. For example, we have a New York based Investor Relations (IR) team to facilitate engagement with North American investors.

On a practical level, during 2014 we conducted a tracing process to reunite over 14,000 shareholders, with their unclaimed dividends. By the end of the year, we had returned over £2m of dividends to these shareholders.

Our Annual General Meeting (AGM)

Our AGM continues to be a key date in the diary for the Board and the senior executive team. It affords us our primary opportunity to engage with shareholders, particularly our private shareholders, on the key issues facing the Group and any questions they may have. The majority of Directors, including the Chairman, were available for informal discussion before and after the formal business of our 2014 AGM.

All resolutions proposed at the 2014 AGM, which were considered on a poll, were passed with votes for ranging from 76.01% to 99.88% of the total votes cast. The 2014 AGM marked the first binding vote on the Group’s remuneration policy as required by the Companies Act 2006. This resolution was passed with 93.21% of votes registered in favour.

The 2015 AGM will be held on Thursday 23 April 2015 at the Royal Festival Hall in London. The Notice of AGM can be found in a separate document, which is sent out at least 20 working days before the AGM and also made available at barclays.com/agm. Voting on the resolutions will again be by poll and the results will be announced via the Regulatory News Service and made available on our website on the same day. We encourage any shareholders that are unable to attend on the day to vote in advance of the meeting via barclays.com/investorrelations/vote.

 

 

|  37Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    41


 

Governance: Directors’ report

How we comply

 

 

 Stakeholder engagement

 

Our stakeholders

The Board and senior executive team’s participation in shareholder engagement reflects the importance we place on this activity. In addition to our Group Chief Executive and Group Finance Director, each of our four business heads and a large proportion of their senior leaders have been actively involved in investor meetings, reflecting our desire to promote shareholder access to a broad cross section of Barclays’ management team.

During 2014, we held quarterly results briefings, hosted by our Group Chief Executive and/or Group Finance Director and also held an in-person Group Strategy Update in May 2014. For fixed income investors, we held conference calls at both our full year and interim results, hosted by our Group Finance Director and Group Treasurer.

To further support engagement with our shareholders, we actively engaged with sell-side research analysts who provide their recommendations to the market. During 2014 this included breakfast briefings from the Group Finance Director after each of our results announcements. We also held a series of bi-annual meetings with the main credit rating agencies. These involved updates from Group Executive Committee members on their business units, as well as from Finance, Risk and Treasury, and allowed the credit rating agencies to develop a deeper understanding of our business.

The redesign of barclays.com, our corporate website, played a major part in enhancing our engagement with stakeholders. The updated IR section now provides a simple and clear source for a wide range of information on Barclays, including: our strategy and objectives, financial and operating performance, as well as all presentations and speeches by senior management. The re-launch was undertaken in line with the overall objective of making shareholders’ lives easier, by:

¡  Providing

Investor Engagement

The Board is committed to promoting effective channels of communication with our shareholders and upholding good corporate governance as a central sourcemeans of building stronger and more engaged relationships with them. Our comprehensive Investor Relations engagement with the market helps us to understand investor views about Barclays, which are communicated regularly to the Board. Our shareholder communication guidelines, which underpin all investor engagement, are available on our website athome.barclays/investorrelations.

Institutional Investors

In 2017, our Investor Relations engagement with institutional investors took place throughout the year, both following our quarterly results as well as outside of the reporting cycle. This allowed the opportunity for existing and potential new investors to engage with Barclays regularly, promoting dialogue on longer-term strategic developments as well as on the recent financial performance of the Group.

The Directors, in conjunction with the senior executive team and Investor Relations, participated in varied forms of engagement, including investor meetings, seminars and conferences across many geographic locations, reflecting the diverse nature of our equity and debt institutional ownership. Divisional management also presented extensively to investors, promoting greater awareness and understanding of our operating businesses.

During 2017, discussions with investors were focused on the completion of our restructuring, including the sell down of our interest in Barclays Africa Group Limited to 14.9% and the closure of Non-Core in June, as well as our revised Group financial targets and our plans to achieve them within the specified timelines. Investors were also kept informed about progress on structural reform, in particular the set up of the UK ring-fenced bank, which we expect to take place in the second quarter of 2018.

Investor meetings focused on corporate governance also took place throughout the year, with the Chairman, Senior Independent Director, other Board representatives and the Company Secretary.

We held conference calls/webcasts for our quarterly results briefings and an in-person presentation for our 2016 full year results in March 2017, all hosted by the Group Chief Executive and Group Finance Director. In addition, the Group Finance Director held a

quarterly breakfast briefing for sellside analysts, with a transcript of the discussions uploaded to our website. For fixed income investors we held conference calls at our full year and half year results, hosted by our Group Finance Director and Group Treasurer.

The Investor Relations section of our website is an important communication channel that enables the effective distribution of information to the market in a clear and consistent manner. Executive management presentations, speeches and, where possible, webcast replays are uploaded to our website on Barclays;

a timely basis.

 

¡Private Shareholders

During 2017, we continued to communicate with our private shareholders through our shareholder mailings. Shareholders can also choose to sign up to Shareview so that they receive information about Barclays and their shareholding directly by email. On a practical level, over 60,000 shareholders did not cash their Shares Not Taken Up (SNTU) cheque following the Rights Issue in September 2013. In 2017, we continued the tracing process to reunite these shareholders with their SNTU monies and any unclaimed dividends and by the end of the year, we had returned approximately £200,000 to our shareholders, in addition to the £1.65m returned in 2016 and £2.2m in 2015. Each year we launch a Share Dealing Service aimed at shareholders with relatively small shareholdings for whom it might otherwise be uneconomical to deal. One option open to shareholders is to donate their sale proceeds to ShareGift. As a result of this initiative, more than £61,000 was donated in 2017, taking the total donated since 2015 to over £299,000.

Our AGM

The Board and the senior executive team continue to consider our AGM as a key date for shareholder engagement. The AGM provides us with our main opportunity to engage with shareholders, particularly our private shareholders, on the key issues facing the Group and any questions they may have. A number of Directors, including the Chairman, were available for informal discussion either before or after the meeting. All resolutions proposed at the 2017 AGM, which were considered on a poll, were passed with votes “For” ranging from 85.67% to 99.95% of the total votes cast.

The 2018 AGM will be held on Tuesday 1 May 2018 at the QEII Conference Centre in London. The Notice of AGM can be found in a separate document, which is sent out at least 20 working days before the AGM and also made available at

  Delivering clear messaging, with relevant

home.barclays/agm. Voting on the resolutions will again be by poll and engaging content;the results will be announced via the Regulatory News Service and

made available on our website on the same day. We encourage any shareholders who are unable to attend on the day to vote in advance of the meeting viahome.barclays/ investorrelations/vote or through Shareview(www.shareview.co.uk).

 

¡2017 engagement timeline

LOGO

  Making the website more intuitive to navigate.

Feedback received through engagement with all our stakeholders is communicated to the Directors to inform Board discussions. During 2014, investor and analyst views on the strategic realignment of the Group were particularly helpful to the Board’s discussions relating to our Group Strategy Update in May 2014. We encourage further engagement with our investors as an opportunity to understand their views and concerns, as we continue on our journey to becoming the ‘Go-To’ bank for customers and clients.

LOGO

 

38  |42    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Governance: Directors’ report

Other statutory information

Governance: Directors’ report

Other statutory information

 

 

The Directors present their report together with the audited accounts for the year ended 31 December 2014.2017.

Other information that is relevant to the Directors’ Report, and which is incorporated by reference into this report, can be located as follows:

Contents

  Pages  Page
Employee involvement  47
Employee involvement44-45   
Policy concerning the employment of disabled persons  44   48
Financial instruments  237-260   212
Hedge accounting policy  238-240   200
Remuneration policy, including details of the remuneration of each Director and Directors’ interests in shares  46-79   51
Corporate governance report  2-45   1

Risk review

  

82-189   

75

Disclosures required pursuant to Listing Rule 9.8.4R can be found on the following pages:

Disclosures required pursuant to Listing Rule 9.8.4R can be found on the following pages:
  

Pages  

Page

Long-term incentive schemes

  325-32681
Waiver of Director emoluments  299-30070
Allotment for cash of equity securities  280   251

Waiver of dividends

  

39   

43

The particulars of important events affecting the Company since the financial year end can be found in Note 29 Legal proceedings, competition and regulatory matters and Note 45 Non-current assets held for disposal and associated liabilities.

Profit and dividends

The adjusted profit for the financial year, after taxation, was £3,798m (2013: £2,945m). Statutory profitloss after tax for 20142017 was £845m (2013: £1,297m)£894m (2016: profit £2,828m). The final dividend for 20142017 of 3.5p2.0p per share will be paid on 25 April 20152018 to shareholders whose names are on the Register of Members at the close of business on 112 March 2015.2018. With the interim dividendsdividend totalling 3p1.0p per ordinary share, paid in June, September and December 2014,2017, the total distribution for 20142017 is 6.5p (2013: 6.5p)3.0p (2016: 3.0p) per ordinary share. The interim and final dividends for 20142017 amounted to £1,057m (2013: £859m)£509m (2016: £757m).

For 2018, Barclays anticipates resuming a total cash dividend of 6.5p, subject to regulatory approvals.

The nominee companiescompany of certain Barclays’ employeesemployee benefit trusts holding shares in Barclays in connection with the operation of the Company’s share plans havehas lodged evergreen dividend waivers on shares held by themit that have not been allocated to employees. The total amount of dividends waived during the year ended 31 December 20142017 was £8.5m.£0.68m (2016: £2.6m).

Barclays understands the importance of the ordinary dividend for our shareholders. Barclays is therefore committed to maintaining an appropriate balance between total cash returns to shareholders, investment in the business, and maintaining a strong capital position. Going forward, Barclays intends to pay an annual ordinary dividend that takes into account these objectives, and the medium-term earnings outlook of the Group. It is also the Board’s intention to supplement the ordinary dividends with additional returns to shareholders as and when appropriate.

The Board notes that in determining any proposed distributions to shareholders, the Board will consider the expectation of servicing more senior securities.

Barclays PLC

Large Accelerated FilerAccelerated Filer Non-Accelerated Filer Emerging growth company

Barclays Bank PLC

Large Accelerated FilerAccelerated Filer Non-Accelerated Filer Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

*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 

Other

*If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  No


SEC Form 20-F Cross reference information
Form 20-F item numberPage and caption references

in this document*

1Identity of Directors, Senior Management and AdvisersNot applicable
2Offer Statistics and Expected TimetableNot applicable
3Key Information

A.  Selected financial data

166, 168, 211, 275-276, 409-410

B.  Capitalization and indebtedness

Not applicable

C.   Reason for the offer and use of proceeds

Not applicable

D.   Risk factors

79-84
4Information on the Company

A.  History and development of the company

162,204 (Note 6), 206 (Note 9), 216 (Note
16), 264 (Note 38), 265-266 (Note 39), 269-
271 (Note 43), 272-274, 388-389,

B.  Business overview

ii (Market and other data), 155-162, 170-180,
201-202 (Note 2), 239-247 (Note 29)

C.   Organizational structure

162, 260-261 (Note 36), 295-300 (Note 45)

D.   Property, plants and equipment

231 (Note 21), 233-234 (Note 23), 236
(Note 25)
4AUnresolved staff commentsNot applicable
5Operating and Financial Review and Prospects

A.  Operating results

79, 82, 143, 155-162, 164-180, 213-215
(Note 15), 239-247 (Note 29), 347

B.  Liquidity and capital resources

100, 113-114, 116, 124-136, 137-143, 192,
213-215 (Note 15), 239 (Note 28), 248-251
(Note 30), 251 (Note 31), 261, 264 (Note 38),
265-266 (Note 39), 343-349, 362-365

C.   Research and development, patents and licenses, etc.

44

D.   Trend information

E.  Off-balance sheet arrangements

239 (Note 28), 261-264 (Note 37), 265-266
(Note 39)

F.   Tabular disclosure of contractual obligations

364-365

G.   Safe harbor

ii (Forward-looking statements)
6Directors, Senior Management and Employees

A.  Directors and senior management

5-6, 286-289

B.  Compensation

51-71, 253-254 (Note 34), 255-259 (Note 35),
267-268 (Note 41), 385, 408

C.   Board practices

5-6, 13, 57-60, 70-71, 72

D.   Employees

47, 48, 170, 173, 177, 178

E.  Share ownership

51-71, 253-254 (Note 34), 267-268 (Note 41),
292-294
7Major Shareholders and Related Party Transactions

A.  Major shareholders

45, 284-285

B.  Related party transactions

179, 267-268 (Note 41), 300, 385, 408

C.   Interests of experts and counsel

Not applicable
8Financial Information

A.  Consolidated statements and other financial information

188-192, 211 (Note 12), 239-247 (Note 29),
251 (Note 31), 195-271, 273, 275-276, 386-
387, 404-406

B.  Significant changes

Not applicable
9The Offer and Listing

A.  Offer and listing details

275-276

B.  Plan of distribution

Not applicable

C.   Markets

275

D.   Selling shareholders

Not applicable

E.  Dilution

Not applicable

F.   Expenses of the issue

Not applicable
10Additional Information

A.  Share capital

Not applicable

B.  Memorandum and Articles of Association

43-46, 272-274

C.   Material contracts

57-60

D.   Exchange controls

279

E.  Taxation

277-279

F.   Dividends and paying assets

Not applicable

G.   Statement by experts

Not applicable

H.   Documents on display

279

I.    Subsidiary information

260-261 (Note 36), 295-300
11Quantitative and Qualitative Disclosure about Market Risk87, 118-121, 143-144, 146-148, 331-337
12Description of Securities Other than Equity Securities

A.  Debt Securities

Not applicable

B.  Warrants and Rights

Not applicable

C.   Other Securities

Not applicable

D.   American Depositary Shares

275-276, 280-281
13Defaults, Dividends Arrearages and DelinquenciesNot applicable
14Material Modifications to the Rights of Security Holders and Use of ProceedsNot applicable


15Controls and Procedures

A.  Disclosure controls and procedures

286

B.  Management’s annual report on internal control over financial reporting

41

C.   Attestation report of the registered public accounting firm

186

D.   Changes in internal control over financial reporting

41
16AAudit Committee Financial Expert12
16BCode of Ethics283
16CPrincipal Accountant Fees and Services19-20, 269 (Note 42), 282
16DExemptions from the Listing Standards for Audit CommitteesNot applicable
16EPurchases of Equity Securities by the Issuer and Affiliated Purchasers46,251
16FChange in Registrant’s Certifying AccountantNot applicable
16G  Corporate Governance283
17Financial StatementsNot applicable (See Item 8)
18Financial StatementsNot applicable (See Item 8)
19ExhibitsExhibit Index

*Captions have been included only in respect of pages with multiple sections on the same page in order to identify the relevant caption on that page covered by the corresponding Form 20-F item number.


LOGO

Positioned for growth,

sharing and success

Barclays PLC and Barclays Bank PLC

2017 Annual Report on Form 20-F


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 2017 to the corresponding twelve months of 2016 and balance sheet analysis as at 31 December 2017 with comparatives relating to 31 December 2016. 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.

The information in this announcement, which was approved by the Board of Directors

The names on 21 February 2018, does not comprise statutory accounts within the meaning of Section 434 of the current DirectorsCompanies Act 2006. Statutory accounts for the year ended 31 December 2017, which includes certain information required for the Joint Annual Report on Form 20-F of Barclays PLC alongand Barclays Bank PLC to the US Securities and Exchange Commission (SEC) and which contain an unqualified audit report under Section 495 of the Companies Act 2006 (which does not make any statements under Section 498 of the Companies Act 2006) will be delivered to the Registrar of Companies in accordance with their biographical details,Section 441 of the Companies Act 2006.

Barclays is a frequent issuer in the debt capital markets and regularly meets with investors via formal road-shows and other ad hoc meetings. Consistent with its usual practice, Barclays expects that from time to time over the coming quarter it will meet with investors globally to discuss these results and other matters relating to the Group.

Certain non-IFRS 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 business’ performance between financial periods, and provide more detail concerning the elements of performance which the managers of these businesses are set outmost 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 pages3 181 to4 183 for further information, reconciliations and calculations of non-IFRS performance measures included throughout this document, and the most directly comparable IFRS measures.

There are a number of key judgement areas, for example impairment calculations, which are based on models and which are subject to ongoing adjustment and modifications. Reported numbers reflect best estimates and judgements at the given point in time.

Key non-IFRS measures included in this document, and the most directly comparable IFRS measures, are:

– Average allocated equity represents the average shareholders’ equity that is allocated to the businesses. The comparable IFRS measure is average equity. A reconciliation is provided on page iii;

– Average allocated tangible equity is calculated as the average of the previous month’s period end allocated tangible equity and the current month’s period end allocated tangible equity. The average allocated tangible shareholders’ equity for the quarter/year is the average of the monthly averages within that quarter/year. Period end allocated tangible equity is calculated as 12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assets for each business, adjusted for CRD IV fully loaded capital deductions, excluding goodwill and intangible assets, reflecting the assumptions the Group uses for capital planning purposes. The comparable IFRS measure is average equity. A reconciliation is provided on page iii;

– Average tangible equity is calculated as the average of the previous month’s period end tangible equity and the current month’s period end tangible equity. Period end tangible equity is calculated as 12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assets, adjusted for CRD IV fully loaded capital deductions, excluding goodwill and intangible assets, reflecting the assumptions the Group uses for capital planning purposes. The average tangible shareholders’ equity for the quarter/year is the average of the monthly averages within that quarter/year. The comparable IFRS measure is average equity. A reconciliation is provided on page iii;

– Basic earnings per ordinary share excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs represents attributable profit excluding the impact of excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs divided by the basic weighted average number of shares in issue. The comparable IFRS measure is basic earnings per share. A reconciliation is provided on page 183;

– Operating expenses excluding UK Bank Levy and litigation and conduct charges represents operating expenses excluding the impact of UK Bank Levy and the impact of charges for litigation and conduct. The comparable IFRS measure is operating expenses. A reconciliation to IFRS is provided on page 183;

– Profit attributable to ordinary equity holders of the parent excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs represents profit/(loss) attributable to ordinary shareholders excluding the impact of charges for litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs. The comparable IFRS measure is attributable profit. A reconciliation to IFRS is provided on page 183;

– Profit before tax excluding impairment of Barclays’ holding in BAGL and loss on sale of BAGL represents profit/(loss) before tax excluding the impairment of Barclays’ holding in BAGL and loss on sale of BAGL. The comparable IFRS measure is profit before tax. A reconciliation to IFRS is provided on page 179;

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
i


– Return on average allocated equity represents the return on shareholders’ equity that is allocated to the businesses. The comparable IFRS measure is return on equity. A reconciliation is provided on page iv;

– Return on average tangible shareholders’ equity excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs BAGL is calculated as profit attributable to ordinary equity holders excluding the impact of charges for litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs BAGL, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average allocated tangible equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page 183;

– Return on average allocated tangible equity is calculated as the annualised statutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average allocated tangible equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page iv;

– Return on average tangible shareholders’ equity is calculated as the annualised statutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average tangible shareholders’ equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page iv;

– Tangible net asset value per share is 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. The components of the calculation have been included on page 183; and

– Transitional CET1 ratio according to FSA October 2012. This measure is calculated by taking into account the statement of the Financial Services Authority, the predecessor of the Prudential Regulation Authority, on CRD IV transitional provisions in October 2012, assuming such provisions were applied as at 1 January 2014. This ratio is used as the relevant measure starting 1 January 2014 for purposes of determining whether the automatic write-down trigger (specified as a Transitional CET1 ratio according to FSA October 2012 of less than 7.00%) has occurred under the terms of the Contingent Capital Notes issued by Barclays Bank PLC on November 21, 2012 (CUSIP: 06740L8C2) and April 10, 2013 (CUSIP: 06739FHK0). Please refer to page 139 for a reconciliation of this measure to CRD IV CET1 ratio.

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. 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, structural reform, 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 and the impact of any regulatory deconsolidation resulting from the sell down of the Group’s interest in Barclays Africa Group Limited, estimates of capital expenditures and plans and objectives for future operations, projected employee numbers, IFRS 9 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. These may be affected by changes in legislation, the development of standards and interpretations under International Financial Reporting Standards including the implementation of IFRS 9, 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 (including with regard to the future structure of the Group) applicable to past, current and future periods; UK, US, Africa, Eurozone and global macroeconomic and business conditions; the effects of continued 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 entities within the Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; the implications of the exercise by the United Kingdom of Article 50 of the Treaty of Lisbon and the disruption that may result in the UK and globally from the withdrawal of the United Kingdom from the European Union 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 future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set forth in the Group’s forward-looking statements. Additional risks and factors which may impact the Group’s future financial condition and performance are identified in our filings with the SEC (including, without limitation, our annual report on form 20-F for the fiscal year ended 31 December 2017), which will be available on the SEC’s website at www.sec.gov.

Subject to our obligations under the applicable laws and regulations of the United Kingdom and the United States 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 Pillar 3 report

This document contains references throughout to Barclays annual risk report, by reference. Changes to Directors during the year and upPillar 3. Reference to the dateaforementioned report is made for information purposes only, and information found in said report is not incorporated by reference into this document.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
ii


                                                                                          

 

 Average allocated equitya

  

 

 

 

 

2017

 

£bn

 

 

 

 

  

 

 

 

 

2016

 

£bn

 

 

 

  

 

 

 

 

2015

 

£bn

 

 

 

 Barclays UK   13.6    13.4    13.7 

Corporate and Investment Bank

   24.9    23.2    23.1 
Consumer, Cards and Payments   5.6    5.0    4.0 
 Barclays International   30.5    28.2    27.1 
 Head Officeb   10.6    8.0    3.9 
 Barclays Non-Core   2.4    7.8    11.2 
 Barclays Group   57.1    57.4    55.9 
      
      

 

 Effect of Goodwill and intangibles

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   (4.4)    (4.5)    (4.4) 

Corporate and Investment Bank

   (1.0)    (1.4)    (1.2) 

Consumer, Cards and Payments

   (1.4)    (1.3)    (1.0) 
 Barclays International   (2.4)    (2.7)    (2.2) 
 Head Officeb   (1.4)    (1.4)    (1.3) 
 Barclays Non-Core   (0.0)    (0.1)    (0.3) 
 Barclays Group   (8.2)    (8.7)    (8.2) 
      
      

 

 Average allocated tangible equityc

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   9.1    8.9    9.3 

Corporate and Investment Bank

   24.0    21.9    21.9 

Consumer, Cards and Payments

   4.2    3.6    3.0 
 Barclays International   28.1    25.5    24.9 
 Head Officeb   9.3    6.5    2.6 
 Barclays Non-Core   2.4    7.8    10.9 
 Barclays Group   48.9    48.7    47.7 

Notes

a This table shows the allocation of signing this report are set out below.Group average equity across IFRS reporting segments.

b Includes the Africa Banking discontinued operation.

c This table shows average tangible equity for the Group and average allocated tangible equity for the IFRS reporting segments.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
iii


                                                                                          

 

 Profit/(loss) attributable to ordinary equity holders of the parent

  

 

 

 

 

2017

 

£m

 

 

 

 

  

 

 

 

 

2016

 

£m

 

 

 

  

 

 

 

 

2015

 

£m

 

 

 

 Barclays UK   893    857    (33) 

Corporate and Investment Bank

   269    1,342    1,180 

Consumer, Cards and Payments

   698    1,153    620 
 Barclays International   967    2,495    1,800 
 Head Office   (864)    109    11 
 Barclays Non-Core   (409)    (1,899)    (2,405) 
 Africa Banking discontinued operation   (2,335)    189    302 
 Barclays Group   (1,748)    1,751    (324) 
      
      

 

 Average allocated equitya

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   13.6    13.4    13.7 

Corporate and Investment Bank

   24.9    23.2    23.1 

Consumer, Cards and Payments

   5.6    5.0    4.0 
 Barclays International   30.5    28.2    27.1 
 Head Officeb   10.6    8.0    3.9 
 Barclays Non-Core   2.4    7.8    11.2 
 Barclays Group   57.1    57.4    55.9 
      
      

 

 Return on average allocated equityc

  

 

 

 

    

%

 

 

 

   %    % 
 Barclays UK   6.6%    6.4%    (0.2%) 

Corporate and Investment Bank

   1.1%    5.8%    5.1% 

Consumer, Cards and Payments

   12.5%    23.1%    15.3% 
 Barclays International   3.2%    8.8%    6.6% 
 Barclays Group   (3.1%)    3.0%    (0.6%) 

Notes

a This table shows average equity for the Group and average allocated equity for the IFRS reporting segments.

b Includes the Africa Banking discontinued operation.

c This table shows return on average equity for the Group and return on average allocated equity for the IFRS reporting segments.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
iv


Governance

 

 

This section sets out our corporate governance processes and the role they play in supporting the delivery of our strategy, including reports from the Chairman and each of the Board Committee Chairmen.

Directors’ reportPage

UK Corporate Governance Code

Index to disclosures

2

Letter from the Chairman

3

Who we are

Board of Directors

5

Group Executive Committee

7

What we did in 2017

Board report

8
Board Audit Committee report11
Board Risk Committee report22
Board Reputation Committee report27

Board Nominations Committee report

33

How we comply

38

Other statutory information

43

People

47

Remuneration report

51

LOGO

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    1


Governance: Directors’ report

UK Corporate Governance Code – index to disclosures

“The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.”

The UK Corporate Governance Code

The UK Corporate Governance Code (the Code) is not a rigid set of rules. It consists of principles (main and supporting) and provisions. The Listing Rules require companies to apply the main principles and report to shareholders on how they have done so.

You can find our disclosures as follows:

Leadership

Page

Every company should be headed by an effective board which is collectively responsible for the long-term success of the company.

Name Board of Directors

 5

Role Composition of the Board

 39

There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No one individual should have unfettered powers of decision.

Effective date Roles on the Board

38

The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.

Roles on the Board

38

As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.

appointment/resignation Roles on the Board

38

Effectiveness

Page

The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.

Board of Directors

5

Board Diversity

4

There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.

Appointment and re-election of Directors

35

All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.

Attendance

38

Time commitment

39

    

Steve Thieke

All directors should receive an induction on joining the board and should regularly update and refresh their skills and knowledge.

 Non-executive Director Appointed 7 January 2014

Induction

39

Training and development

40

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.

 

Crawford Gillies Information provided to the Board

 Non-executive Director40 Appointed 1 May 2014

The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.

 

John McFarlane Review of Board and Board Committee effectiveness

 Non-executive Director36 Appointed 1 January 2015

All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.

 

Fulvio Conti Composition of the Board

 Non-executive Director39

Appointment and re-election of Directors

 Resigned 24 April 201435

Accountability

Page

The board should present a fair, balanced and understandable assessment of the company’s position and prospects.

 

Simon Fraser Risk management

77

The board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.

Risk management and internal control

40

The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting, risk management and internal control principles, and for maintaining an appropriate relationship with the company’s auditors.

Board Audit Committee report

11

Accountability

40

Remuneration

Page

Executive directors’ remuneration should be designed to promote the long-term success of the company. Performance-related elements should be transparent, stretching and rigorously applied.

Remuneration report

51

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.

Remuneration report

51

Relations with shareholders

Page

There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.

Stakeholder engagement

42

The board should use general meetings to communicate with investors and to encourage their participation.

Stakeholder engagement

42

2    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F Non-executive Director


 Resigned 24 April 2014

Governance: Directors’ report

Chairman’s introduction

LOGO

Throughout this period of activity and change, your Board has been providing critical oversight of executive management to oversee the successful execution of the Group’s long term strategy.

LOGO

Dear Fellow Shareholders

Welcome to my 2017 corporate governance report. In my Chairman’s letter in the Strategic report, I highlighted the significant milestones and achievements for Barclays in 2017, including the further sell-down of our interest in Barclays Africa Group Limited, the closure of Barclays Non-Core, progress towards the establishment of our ring-fenced bank in 2018 as well as preparations for the UK’s departure from the EU. Throughout this period of activity and change, your Board has been providing critical oversight of executive management to oversee the successful execution of the Group’s long term strategy.

I firmly believe and have often said that the role of the Board is to create long term, sustainable value for our shareholders. In order to do this, we must have a robust corporate governance framework, providing systems of checks and controls to ensure accountability and drive better decision-making, and also policies and practices which ensure that the Board and its Committees operate effectively. Part of this is creating an environment which encourages a constructive relationship between the Board and executive management to enable an appropriate level of debate, challenge and support in the decision-making process. I am pleased to report that in 2017 your Board and executive management continued to demonstrate this dynamic as we worked together in executing strategy.

The impending changes to our Group corporate structure following structural reform has been a significant area of focus for the Board in 2017 and no doubt will continue to be at the forefront of our minds in 2018. After approving for appointment Sir Gerry Grimstone as the Chairman of Barclays International and Sir Ian Cheshire as the Chairman of Barclays UK, we worked closely with both of them to recruit high quality candidates to build the boards of those two entities. Our aim is to ensure that corporate governance within Barclays is in line with best practice for FTSE100 companies and as a Board we will work hard to ensure that our governance framework is always providing the

strong foundation needed for effective management of the Group.

Board changes in 2017

Through the Board Nominations Committee, we are always considering whether we have the right mix of individuals on the Board, providing an appropriate balance and diversity of skills, experience and perspectives. It is important that it is inherent within the composition of the Board that a broad range of perspectives and views are able to be provided which are representative of our customers, clients and employees as the foundations of our bank. In addition, we are also regularly thinking about Board succession planning and ensuring we have a strong pipeline of directors to steer the Group over the long-term. With this in mind, we brought on three new non-executive Directors in 2017: Sir Ian Cheshire, Matthew Lester and Mike Turner CBE, all of whom have significant board-level experience and bring specific sector and technical expertise to your Board. During 2017, Diane de Saint Victor and Steve Thieke, both non-executive Directors, left the Board and I thank them on behalf of the Board for their contributions and service.

With the changes in 2017, our current female representation on the Board sits at 21%. Last year I reported that we set ourselves a Board diversity target of having 33% female representation on the Board by 2020. We are conscious that our gender diversity balance on the Board has fallen from 2016, but remain committed to achieving the target that we have set. Ensuring diversity of gender, as well as diversity in its other forms such as ethnicity, is built into our governance processes around Board composition and succession planning, and you can read more about this in the Board Nominations Committee report on pages 33 to 37.

 

John McFarlane will succeed Sir David Walker

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    3


Governance: Directors’ report

Chairman’s introduction

Conduct, culture and values

The Board also actively supports diversity throughout the Group. To attract and retain the best talent, we need to create an environment in which colleagues can thrive, develop and achieve their ambitions. I am very proud of the initiatives that we have at Barclays to encourage diversity and support inclusion among colleagues. Most recently, we launched a campaign aimed at increasing mental health awareness as Barclays aims to become a “mental health confident” organisation, and we are delighted that our Chief Internal Auditor, Sally Clark, is the Executive sponsor for “Be Well”, our well-being initiative. Everything we do at Barclays is underpinned by theBarclays Values and Purpose, and we must act with respect, transparency and integrity in our interactions with stakeholders and with each other to create the right culture, and encourage the right behaviours by colleagues, across the Group. With that framework, we can build and maintain the trust and confidence of our stakeholders and the market.

An important part of our strategy in relation to cultural progress and embedding ourBarclays Values is our citizenship strategy, the Shared Growth Ambition, where our long-term aim is to create and grow a collection of products, services and partnerships that improve the lives of people in the communities that we serve. In 2017 we launched Barclays’ “green bonds” as part of our support for the transition to a sustainable and low carbon economy. This was the first green bond issued by a UK bank using UK assets, and you can read more about this in Barclays’ Strategic report. Initiatives like this not only enable us to contribute meaningfully to society, but also enable us to better understand the environment in which we operate and our wider societal obligations, supporting the Board’s objective of delivering sustainable returns to shareholders.

LOGOYou can read more about the
Shared Growth Ambition at
home.barclays/citizenship

Stakeholder views

As a Board we are conscious of the impact that our business and decisions have on our customers, clients and employees as well as our wider societal impact. It is through an appreciation of our stakeholders that we can create a strategy aimed at delivering sustainable returns to our shareholders over the long term. The Board is supported in this role by the Board Reputation Committee, which monitors key indicators across the areas of conduct, culture, citizenship and customer satisfaction, as well as Barclays’ reputation and events that occur which may impact the trust in our brand.

The Board receives information about, and engages with, our various stakeholders throughout the year and one of the most important dates in our calendar is our Annual General Meeting, which gives the Board an opportunity to meet our shareholders and hear their views. During the year the Board is kept informed of shareholder views through regular

updates from the Head of Investor Relations, as well as the views of employees through the results of the BarclaysYour View employee opinion surveys. Another key stakeholder of Barclays is our regulators, and during 2017 the Board invited representatives of our regulators to attend meetings to hear directly their views and expectations of Barclays. All of these views form the context in which Board decision-making takes place and feeds into the considerations and debate when determining the Group’s strategy.

Board effectiveness

To deliver our strategy and achieve the delivery of long-term, sustainable value for shareholders requires an effective Board. It is an important part of my role as Chairman to satisfy myself that the Board – both collectively and its individual members – operates effectively. Each year, we conduct a self-assessment of our performance with the aid of an independent facilitator. As part of this process, I receive a report on the performance of our individual Directors, and our non-executive Directors, led by our Senior Independent Director, have the opportunity to review my performance. I am pleased to report that the results of the findings showed that your Board and its Committees are still operating effectively. There are, of course, areas to work on and challenges ahead once the new Group structure is crystallised following the stand-up of our new ring-fenced bank in 2018. Ensuring that there is clear accountability and delineated responsibilities in the new structure, not just between boards but also between committees and between the boards and the executive team, will be a key focus for us in 2018. You can read more about the findings and the review process undertaken for 2017 on page 36.

Looking ahead

2018 will be another pivotal year for Barclays with the execution of our new Group corporate structure, and I look forward to working closely with the boards of Barclays UK and Barclays International to embed a strong framework to ensure clear, effective and consistent corporate governance. We will continue to work closely with effect fromexecutive management on improving performance within the conclusionGroup’s businesses, without losing sight of the need to constantly be acting in line with the Barclays PLC AGMValues and Purpose to build on and retain the trust and confidence of our customers, clients, employees. Together with your Board, we remain focused on working hard to execute the Group’s strategy in 2015.order to create sustainable long-term value for our shareholders.

Appointment and retirement of DirectorsJohn McFarlane

The appointment and retirement of Directors is governed by the Company’s Articles of Association (the Articles), the UK Corporate Governance Code (the Code), the Companies Act 2006 and related legislation. The Articles may only be amended by a special resolution of the shareholders.Chairman

21 February 2018

Board diversity

The Board has a balanced and diverse range of skills and experience. All Board appointments are made on merit, in the powercontext of the diversity of gender, skills, experience and background required to appoint additionalbe effective.

Balance of non-executive Directors:

executive Directors or to fill a casual vacancy amongst the Directors. Any such Director holds office only until the next AGM

LOGO

Gender balance

LOGO

Length of tenure

(Chairman and may offer himself/herself for election. The Code recommends that all directors of FTSE 350 companies should benon-executive Directors)

LOGO

1 0-3 years6
2 3-6 years4
3 6-9 years2
Industry experience

(Chairman and non-executive Directors)*

1 Financial Services12 (100%)
2 Political/regulatory experience12 (100%)
3 Current/recent Chair/CEO5 (42%)
4 Accountancy/auditing2 (17%)
5 Operations and Technology1 (8%)
6 Retail/marketing1 (8%)
International experience**

(Chairman and non-executive Directors)*

1 International (UK)10 (83%)
2 International (US)2 (17%)
3 International (Rest of the World)2 (17%)

Note

*Individual Directors may fall into one or more categories
**In relation to Board experience based on the location of the headquarters/registered office of a company

 

4    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

Who we are – Board of Directors

Board of Directorsa

Barclays understands the importance of having a Board with the right balance of skills, experience and diversity, and the composition of the Board is regularly reviewed by the Board Nominations Committee. The skills and experience of the current Directors and the value they bring to the Barclays Board are highlighted below.

LOGO

Full biographies can be accessed online via

www.home.barclays/investorrelations

LOGO

  John McFarlane

  Chairman

  Appointed:

  1 January 2015

Relevant skills and experience

John is Chairman of Barclays PLC and Barclays Bank PLC. He is a senior figure in global banking and financial services circles having spent over 40 years in the sector.

John is currently chairman of TheCityUK and a member of the Financial Services Trade and Investment Board and the European Financial Round Table. Other current non-executive directorships include Westfield Corporation, Old Oak Holdings Limited and The International Monetary Conference. John was previously chairman of Aviva plc where he oversaw a transformation of the company FirstGroup plc, and the Australian Bankers Association. He was also a non- executive director of The Royal Bank of Scotland, joining at the time of the UK government rescue. Prior to that he was CEO of Australia and New Zealand Banking Group Limited for 10 years, group executive director of Standard Chartered and head of Citibank in the UK.

Other current appointments

Member of Cranfield School of Management Advisory Board; Member of Institut International d’Etudes Bancaires; Member of the President’s Committee Confederation of British Industry

Committees

Nominations (Chairman)

LOGO

  Jes Staley

  Group Chief

  Executive

  Appointed:

  1 December 2015

Relevant skills and experience

Jes joined Barclays as Group Chief Executive on 1 December 2015. He has nearly four decades of extensive experience in banking and financial services. He worked for more than 30 years at JP Morgan, initially training as a commercial banker, later advancing to the leadership of major businesses involving equities, private banking and asset management and ultimately heading the company’s Global Investment Bank. Jes is currently a member of the Institute of International Finance and formerly served as managing partner at BlueMountain Capital. These roles have provided him with a vast experience in leadership and he brings a wealth of investment banking knowledge to Barclays’ Board.

Other current appointments

None

Committees

None

 

LOGO

  Sir Gerry Grimstone

  Deputy Chairman and   Senior

  Independent Director

  Appointed:

  1 January 2016

Relevant skills and experience

Sir Gerry brings to the Board a wealth of investment banking, financial services and commercial experience gained through his senior roles at Schroders and his various board positions. Sir Gerry has global business experience across the UK, Asia, the Middle East and the US. Sir Gerry has significant experience as a non-executive director and chairman. He is currently the chairman of Standard Life Aberdeen plc, independent non-executive board member of Deloitte NWE LLP, board adviser to the Abu Dhabi Commercial Bank and the lead non-executive at the Ministry of Defence.

Other current appointments

Financial Services Trade and Investment Board

Committees

Nominations, Reputation (Chairman)

LOGO

  Mike Ashley

  Non-executive

  Appointed:

  18 September 2013

Relevant skills and experience

Mike has deep knowledge of auditing and associated regulatory issues, having worked at KPMG for over 20 years, where he was a partner. Mike was the lead engagement partner on the audits of large financial services groups including HSBC, Standard Chartered and the Bank of England. While at KPMG, Mike was Head of Quality and Risk Management for KPMG Europe LLP, responsible for the management of professional risks and quality control. He also held the role of KPMG UK’s Ethics Partner.

Other current appointments

ICAEW Ethics Standards Committee; International Ethics Standards Board for Accountants; Chairman, Government Internal Audit Agency; Charity Commission

Committees

Audit (Chairman), Nominations, Risk, Reputation

aFull Director biographies can be found on pages 286 to 288

LOGO

  Tim Breedon CBE

  Non-executive

  Appointed:

  1 November 2012

Relevant skills and experience

Tim joined Barclays after a distinguished career with Legal & General, where, among other roles, he was the group chief executive until June 2012. Tim’s experience as a CEO enables him to provide challenge, advice and support to the executive on performance and decision-making.

Tim brings to the Board extensive financial services experience, knowledge of risk management and UK and EU regulation, as well as an understanding of the key issues for investors.

Other current appointments

Marie Curie; Chairman, Apax Global Alpha Limited; Chairman, The Northview Group

Committees

Audit, Nominations, Remuneration, Risk (Chairman)

LOGO

  Sir Ian Cheshire

  Non-executive

  Appointed:

  3 April 2017

Relevant skills and experience

Sir Ian joined Barclays in April 2017 as a non-executive Director and the Chairman of Barclays UK. From his lengthy executive career including his time as Group Chief Executive of Kingfisher plc, Sir Ian brings to the Board substantial business experience particularly in the international retail sector, as well as experience in sustainability and environmental matters. He holds strong credentials in leadership as well as being highly regarded by the Government for his work with various Government departments.

Other current appointments

Business Disability Forum President’s Group; Debenhams plc; Maisons du monde; Menhaden plc; lead non-executive director for the Government

Committees

Nominations

LOGO

  Mary Francis CBE

  Non-executive

  Appointed:

  1 October 2016

Relevant skills and experience

Mary has extensive board-level experience across a range of industries. She is a non-executive director of Swiss Re Group and Ensco plc and was formerly senior independent director of Centrica and a non-executive director of the Bank of England, Aviva and Alliance & Leicester. She held senior executive positions in the UK Treasury and Prime Minister’s Office and in the City as Director General of the Association of British Insurers. She brings to Barclays strong understanding of the interaction between public and private sectors and skills in strategic decision-making and all aspects of board governance.

Other current appointments

Advisory Panel of The Institute of Business Ethics

Committees

Remuneration, Reputation

 

 

|  39Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    5


Governance: Directors’ report

Who we are – Board of Directors

LOGO

  Crawford Gillies

  Non-executive

  Appointed:

  1 May 2014

Relevant skills and experience

Crawford has extensive business and management experience, gained with Bain & Company and Standard Life plc. These roles have provided him with experience in strategic decision-making and knowledge of company strategy across various sectors and geographical locations.

Crawford has also held board and committee chairman positions during his career, notably as chairman of the remuneration committees of Standard Life plc and MITIE Group PLC and is a senior independent director at SSE plc.

Other current appointments

Chairman, The Edrington Group Limited

Committees

Audit, Nominations, Remuneration (Chairman)

LOGO

  Reuben Jeffery III

  Non-executive

  Appointed:

  16 July 2009

Relevant skills and experience

Reuben has extensive financial services experience, particularly within investment banking and wealth management, through his role as CEO and president of Rockefeller & Co. Inc. and Rockefeller Financial Services Inc. and his former senior roles with Goldman Sachs, head of the European Financial Institutions Group. His various government roles in the US, including as chairman of the Commodity Futures Trading Commission and as undersecretary of state, provides Barclays’ Board with insight into the US political and regulatory environment.

Other current appointments

Advisory Board of Towerbrook Capital Partners LP; Financial Services Volunteer Corps; The Asia Foundation

Committees

Nominations, Risk

LOGO

  Matthew Lester

  Non-executive

  Appointed:

  1 September 2017

Relevant skills and experience

Matthew joined Barclays as a non-executive Director in September 2017 and contributes strong financial management and regulatory experience to the Board, having held a number of senior finance roles across a range of business sectors, including financial services. Most recently was chief financial officer of Royal Mail Group. Matthew’s financial expertise enables him to analyse effectively complex reporting and risk management processes. He is currently a non-executive director of Man Group plc and Capita plc, where he also chairs the audit and risk committees of both companies.

Other current appointments

None

Committees

Audit, Risk

LOGO

  Tushar Morzaria

  Group Finance Director

  Appointed:

  15 October 2013

Relevant skills and experience

Tushar joined Barclays in 2013 having spent the previous four years in senior management roles with JP Morgan Chase, most recently as the CFO of its Corporate & Investment Bank. Throughout his time with JP Morgan he gained strategic financial management and regulatory relations experience. Since joining the Barclays Board he has been a driving influence on the Group’s cost reduction programme and managing the Group’s capital plan, particularly in response to Structural Reform.

Other current appointments

Member of the 100 Group main committee

Committees

None

LOGO

  Dambisa Moyo

  Non-executive

  Appointed:

  1 May 2010

Relevant skills and experience

Dambisa is an international economist and commentator on the global economy, having completed a PhD in economics. Dambisa has a background in financial services and a wide knowledge and understanding of African economic, political and social issues, in addition to her experience as a director of companies with complex, global operations. She served as a non-executive director of SABMiller plc (2009-2016) and Seagate Technology (2015-2017).

Other current appointments

Chevron Corporation; Barrick Gold Corporation

Committees

Remuneration, Reputation

LOGO

  Diane Schueneman

  Non-executive

  Appointed:

  25 June 2015

Relevant skills and experience

Diane joined Barclays after 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, and latterly for IT, operations and client services worldwide. She brings a wealth of experience in managing global, cross-discipline business operations, client services and technology in the financial services industry. Diane is a member of the board of Barclays US LLC, Barclays’ US intermediate holding company and chair of Barclays Services Limited.

Other current appointments

None

Committees

Audit, Risk

LOGO

  Mike Turner CBE

  Non-executive

  Appointed:

  1 January 2018

Relevant skills and experience

Mike has considerable business and board level experience gained from his lengthy career with BAE Systems PLC where he was CEO as well as his non-executive positions. He has a strong commercial background and experience in strategy and operational performance culture. Mike brings significant leadership and strategic oversight experience to the Board, particularly from his roles as chairman of Babcock International Group PLC and GKN Plc.

Other current appointments

Member of the UK Government’s Apprenticeship Ambassadors Network

Committees

Reputation

Company Secretary

LOGO

  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 the UK. Stephen has extensive experience in corporate governance, legal, regulatory and compliance matters. Stephen has also previously served as Chairman of the ICC UK’s Committee on Anti-Corruption as well as on working groups of the GC100, providing business input into key areas of legislative and policy reform.

6    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

Who we are – Group Executive Committee

Group Executive Committeea

LOGO

Biographies for Jes Staley, Group Chief Executive, and Tushar Morzaria, Group Finance Director, who are members of the Group Executive Committee, which is chaired by Jes Staley, can be found on pages 5 and 6.

LOGO

  Paul Compton

  Group Chief Operating   Officer

LOGO

  Bob Hoyt

  Group General Counsel

LOGO

  Laura Padovani

  Interim Group Chief   Compliance Officer

LOGO

  Tristram Roberts

  Group Human   Resources Director

Group Executive Committee meetings are also attended on a regular basis by the Chief Internal Auditor, Sally Clark, and by an ex-officio member, drawn from senior management. The current ex-officio member is Barry Rodrigues, Head of Barclaycard International.

LOGO

  Tim Throsby

  President, Barclays

  International and Chief

  Executive Officer,

  Corporate and

  Investment Bank

LOGO

  Ashok Vaswani

  CEO, Barclays UK

LOGO

  C S Venkatakrishnan

  Chief Risk Officer

aExecutive Committee biographies can be found on pages 288 to 289

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    7


Governance: Directors’ report

What we did in 2017

Board report

The Role of the Board

The Board of Directors is responsible for promoting the highest standards of corporate governance in Barclays.

LOGO

Further details about our corporate governance framework, policies and

Board responsibilities can be found online at home.barclays/corporategovernance

We act in a way that we consider promotes the success of Barclays for the benefit of shareholders as a whole, and are accountable to the shareholders for creating and delivering sustainable value. It is our responsibility as the Board to ensure that management not only delivers on short-term objectives, but promotes the long-term growth of Barclays. Our corporate governance framework embeds what we believe are the right culture, values and behaviours throughout the Group and supports our role in determining strategic objectives and policies.

In addition to setting strategy and overseeing its implementation, we are also responsible for ensuring that management maintains an effective system of internal control. An effective system of internal control should provide assurance of effective and efficient operations, internal financial controls and compliance with law and regulation. In meeting this responsibility, we consider what is appropriate for the Group’s business and

reputation, the materiality of financial and other risks and the relevant costs and benefits of implementing controls. See page 40 for further details on those systems of controls.

The Board is the decision-making body for matters that, owing to their strategic, financial or reputational implications or consequences, are considered significant to the Group. A formal schedule of powers reserved to the Board ensures that our control of these key decisions is maintained. A summary of the matters reserved to the Board can be found athome.barclays/corporategovernance. It includes the approval of appointments to the Board, Barclays’ strategy, financial statements, capital expenditure and any major acquisitions, mergers or disposals.

Board Committees

The main Board Committees are the Board Audit Committee, the Board Nominations Committee, the Board Remuneration Committee, the Board Reputation Committee

and the Board Risk Committee. Pursuant to authority granted under our Articles of Association, each Board Committee has had specific responsibilities delegated to it by the Board. Further information on the role and activities of each of the Board Committees can be found in this report on pages 11 to 37 and in their individual terms of reference, which have been approved by the Board and are available athome.barclays/corporategovernance.

In addition, the Regulatory Investigations Committee was formed in 2012 and focused on providing Board-level oversight of regulatory investigations. In 2017, this Committee was disbanded with residual matters being brought under the oversight of the Board Audit Committee or falling directly under the Board’s oversight, as appropriate.

You can read more about what the Board and each of the Board Committees did during 2017 on the following pages.

LOGO

8    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


LOGO

Strategic goalsPrincipal risks

Strategy formulation and monitoring

Debated and provided input to management on the formulation of overall Group strategy, and reflected on the Group strategy with longer term views on what could be done to accelerate returns and build capital. The topics covered include:LOGOLOGO

    potential growth opportunities, and key trends and risks, for Barclays UK and Barclays International

     constraints and risks to strategy execution, including economic assumptions, expected regulatory requirements on capital and solvency ratios, anticipated changes to accounting rules including IFRS 9, investor expectations, and potential impacts for clients and customers

    a strategic approach to costs optimisation, including analysing the impact on costs of different structural initiatives such as product redesign and automation

    impact of continuing legacy conduct issues on capital requirements and profit targets

    options for the location of Barclays’ operations in Europe, driven by the EU Referendum result.

Discussed regular updates from the Group Chief Executive on the progress being made against the Group’s 2017 execution priorities and capital targets, received insights on stakeholder, employee and cultural matters (including results from employee opinion surveys), and updates on items of focus for the Group Executive Committee.LOGOLOGO
Considered the strategy, and assessed the progress of execution of strategy, in the businesses within each of Barclays UK and Barclays International.LOGOLOGO
Monitored the progress of the sell down of the Group’s remaining interest in Barclays Africa Group Limited.LOGOLOGO
Monitored the progress of the rundown and subsequent closure of Barclays Non-Core.LOGOLOGO
Monitored the progress of the Group’s execution of its structural reform programme – see the case study on page 10 for further details.LOGOLOGO
Monitored the potential implications of the UK’s preparations to leave the EU following the EU Referendum result; approved and monitored progress of the expansion of Barclays Bank Ireland’s operations in preparation for Brexit – see the case study on page 10 for further details.LOGOLOGO

Finance, including capital and liquidity

Debated and approved the Group’s Medium Term Plan for 2017-2019.LOGOLOGO
Regularly assessed financial performance of the Group and its main businesses through reports from the Group Finance Director.LOGOLOGO
Reviewed and approved Barclays’ financial results prior to publication, including approving final and interim dividends.LOGOLOGO
Discussed market and investor reaction to Barclays’ strategic and financial results announcements, with insights provided by the Head of Investor Relations.LOGOLOGO
Provided input, guidance and advice to senior management on the high-level shape of Barclays’ 2018-2020 Medium Term Plan and subsequently approved the final plan.LOGOLOGO

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    9


Governance: Directors’ report

What we did in 2017

Board report

Strategic goalsPrincipal risks

Governance and risk, including regulatory issues

Debated and approved the 2017 risk appetite for the Barclays Group.LOGOLOGO
Regularly assessed Barclays’ overall risk profile and emerging risk themes, hearing directly from the Chief Risk Officer and the Chairman of the Board Risk Committee.LOGOLOGO
Received reports on Barclays’ operational and technology capability, including specific updates on cyber risk capability and the strategy for technology and infrastructure services.LOGOLOGO
Approved the Group’s 2017 Recovery Plan and US Resolution Plan.LOGOLOGO
Invited representatives of Barclays’ UK and US regulators to meetings to enable the Board to hear first-hand about regulatory expectations and their specific views on Barclays.LOGOLOGO
Considered and debated proposals for the establishment of a programme to further enhance Barclays’ management information framework across all businesses and entities within the Group.LOGOLOGO
Discussed and received regular updates directly from the Chief Controls Officer on the Group’s internal controls and framework, and monitored progress of the Barclays Internal Control Enhancement Plan (the programme for remediation of identified risk and control issues).LOGOLOGO
Considered regular updates from the Group General Counsel on the legal and regulatory risks and issues facing Barclays –refer to note 29 in the financial statements.LOGOLOGO
Considered matters relating to Board succession and approved appointments to the Board and Board Committees.
Received and considered regular updates from the Chairmen of the Board’s principal Board Committees on the matters discussed at Board Committee meetings. See the reports of each Board Committee set out on the following pages for further details.LOGOLOGO
Received regular updates (following the establishment of each respective board) from the Chairs of the Barclays UK and Barclays International divisional boards and the Group Service Company.LOGOLOGO
Considered updates on views of major shareholders, particularly in the period leading up to the 2017 Annual General Meeting.LOGOLOGO
Discussed the Board and Committee governance framework in the context of structural reform, and considered significant developments in UK corporate governance and other corporate governance matters.
Considered the results of the 2016 Board effectiveness review and proposed action plan, and considered the process for and findings of the 2017 Board effectiveness review. See page36 for further details of this process and the findings for 2017.LOGOLOGO
Other, including compensation
Considered progress on Barclays’ talent and succession planning (and hosted receptions for key talent within the Group), and received updates on the Bank’s diversity and inclusion initiatives, including from the Chairman of the Board Nominations Committee.LOGOLOGO
Considered and approved the 2017 incentive funding pools for the Group and allocation among each business and function – see the Remuneration report on pages51 to 74 for further details.LOGOLOGO

Governance in Action – Structural reform and Brexit

Execution of structural reform

The execution of our structural reform programme was a significant focus for the Group in 2017 as we move towards the legal entity stand up of our ring-fenced bank in 2018. Building on from the work carried out in 2016, the Board continued to closely monitor and evaluate progress on the execution of the programme in 2017. Specific matters addressed by the Board included the following:

  overseeing the establishment of the Group Service Company, which was launched on 1 September 2017

  monitoring the stakeholder communications plan (including, in particular, the communications plan for customers and employees)

  considering regular updates on migrating sort codes with a focus on any potential impact on customers and clients

  overseeing and approving various transfers of assets and liabilities among Barclays Group entities including establishing a Committee to provide appropriate Board-level oversight of the processes involved

  with the support of the Board Nominations Committee, debating the composition of, and appointments to each of, the boards of Barclays UK, Barclays International and the Group Service Company and discussing the appropriate governance arrangements for the new Group structure.

Preparations for Brexit

Another area of focus for the Board was preparations for the impact of the UK’s exit from the EU. Barclays has created an internal programme specifically in relation to the planning and preparation for Brexit. The Board debated potential EU hubs for Barclays’

European operations and decided to pursue expansion in Ireland where we have been operating for over 40 years and have an existing banking licence held by Barclays

Bank Ireland. Specific matters considered by the Board included debating the feasibility of a significant expansion of Barclays Bank Ireland’s operations, the transfer of capital and resources to Barclays Bank Ireland and assessing the progress being made with applications for the necessary regulatory licensing requirements with the relevant authorities.

The successful completion of the Group’s structural reform programme and further progress on our Brexit plans will continue to be areas of focus for the Board in 2018.

10    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

LOGO

Solid progress has been made in turning the controls enhancement programme into a ‘business as usual’

activity, with an emphasis on achieving sustainable

progress.

LOGO

Dear Fellow Shareholders

In writing this report I have reflected on how Barclays has been working to embed the significant strategic changes put in place during 2016 while responding to new challenges driven by the external landscape, in particular the delivery of Structural Reform and preparation for Brexit.

As I reported in 2017, the Committee continues to consider a critical part of its role to be ensuring that the commitment to strengthening Barclays’ control environment is maintained throughout this transformational period. My Committee colleagues and I have been encouraged by the increased rigour applied to oversight of the Group control environment following the creation of the Chief Controls Office at the end of 2016. This has given the Committee greater clarity and transparency regarding thematic control environment issues impacting the Group, and has helped to highlight areas of the business where there may be a concentration of issues and where focus on remediation is required. Regular updates on the overall control environment framework have also continued to be provided to the Board over the course of the year, underlining the importance that the Board of Barclays places on this programme of activity.

Solid progress has been made in turning the controls enhancement programme into a ‘business as usual’ activity, with an emphasis on achieving sustainable progress. The Committee has observed heightened focus and attention across the organisation on the importance of having robust processes in place across the business to self-identify controls issues and ensure that there are effective remediation plans in place for which senior management are accountable. The embedding of the Chief Controls Office as part of the first line of management within the organisation has also been helpful in delineating more clearly for the organisation the respective roles of the second and third lines of defence. The controls office has taken over the co-ordination of the Risk and Control Self-Assessment process and this will

continue to be an area of focus in 2018 as management develops a more detailed, granular self-assessment process which should assist in proactively identifying controls which require remediation. Further details may be found in the Risk Management and Internal Control section on page 40.

The Committee has continued to engage with senior management regarding areas of controls weaknesses in their businesses and has received presentations from a number of different areas of the organisation on the actions taken to address unsatisfactory audit reports.

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

The Committee has continued to oversee the performance and effectiveness of internal and external audit, the main independent assurance mechanisms that serve to protect shareholders’ interests.

I continue to hold regular meetings with the Chief Internal Auditor and members of her senior management team to ensure I am aware of current work programmes and any emerging issues. I also agreed the Chief Internal Auditor’s objectives and the outcomes of her performance assessment and remuneration. The Committee also held a networking event with Barclays Internal Audit (BIA) during 2017, enabling Committee members to meet on a less formal basis with senior members of the BIA management team.

During 2017, the Committee continued to monitor closely the implementation of the action plan to address the recommendations arising from the review undertaken by the PRA of BIA to increase its effectiveness.

The Chartered Institute of Internal Auditors requires an independent external review of

internal audit functions to be carried out at least every five years and during 2017, the Committee commissioned an independent external quality assessment of BIA, further details of which may be found on page 19. The Committee was satisfied with the conclusions drawn in the report, while noting that there were a number of areas for potential development. The Committee considered that the need for a period of stability and consolidation within BIA would be particularly important to embedding existing initiatives and the Committee will continue to monitor this and other recommendations during 2018. In preparation for Structural Reform, BIA has aligned its audit planning and reporting to the new legal entity structure.

The Committee continued to exercise its responsibility for ensuring the integrity of Barclays’ published financial information by debating and challenging the critical judgements and estimates made by management. The exercise of appropriate judgement in preparing the financial statements is critical in ensuring that Barclays reports to its shareholders in a fair, balanced and transparent way. During the course of 2017, the Committee oversaw Barclays’ transition to KPMG as Barclays’ statutory auditor which was approved by shareholders at the 2017 annual general meeting. The lead audit partner is Guy Bainbridge who has held this role since KPMG’s appointment as the Group’s auditor. KPMG has brought fresh challenge and insight not only on accounting judgements and policies but also on financial controls which the Committee has found valuable. The report that follows sets out details of the material matters considered by the Committee since my last report. One of the key developments in accounting policy in 2017 has been Barclays’ preparation for the implementation of the IFRS 9 impairment standard on 1 January 2018. The Committee reviewed the guidance note to non-executive Directors from the PRA in relation to IFRS 9 implementation and was comfortable that the areas highlighted by the PRA were being

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    11


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

addressed. Further details of the Committee’s consideration of the judgements and financial impacts relating to the implementation of the new standard may be found in the ‘Governance in Action’ section of the Committee report on page 21.

I have continued to hold the role of Whistleblower’s Champion, a position required by the FCA to be held at Board level. As champion, I continue to have specific responsibility for the integrity, independence and effectiveness of the Barclays’ policies and procedures on whistleblowing, including the procedures for protecting employees who raise concerns from detrimental treatment. As Whistleblower’s Champion and as Chairman of the Committee, I have been involved in overseeing the implementation of the suggested enhancements following the benchmarking review undertaken in 2017 at the request of the Board of Barclays.

Responsibility for the oversight of litigation, investigation and competition matters has transitioned to the Committee, in line with the Committee’s existing responsibility for the oversight of matters related to disclosure and provisioning. The Committee has received regular updates on these matters from the Group General Counsel, with matters of particular significance to the Group continuing to be subject to oversight by the Board of Barclays.

I attended meetings of the IHC audit committee to gain a first-hand insight into the issues being addressed by that committee and have held regular meetings with the chairmen elect of the Barclays UK and Barclays International audit committees. The chairmen or chairmen elect of all those entities have attended at least one Committee meeting during 2017. I also met frequently with other members of senior management, including the Group Finance Director, and continued my engagement with Barclays’ regulators both in the UK and US. I have reported regularly on the activities of the Committee to the Board of Barclays.

Committee performance

The Committee’s performance during 2017 was assessed as part of an internal committee effectiveness review. The conclusion of my Board colleagues and standing attendees at Committee meetings was that the Committee is regarded as operating effectively and the Board takes assurance from the quality of the Committee’s work. It is considered well constituted with the right balance of skills and experience. The main area identified for improvement was the need to manage a demanding agenda efficiently so that time is allocated to the most significant items for discussion.

Last year’s review commented on the need to strengthen the depth of financial and accounting expertise on the Committee via new appointments, which I am pleased was addressed through the appointment of Matthew Lester to the Committee when he joined the Board of Barclays in September 2017. The review also highlighted the need to ensure that the way in which the Committee works with the Board Reputation and Board Risk Committees continues to capture all significant issues effectively while minimising any overlap. I continued to work closely with my fellow Board Committee chairmen during 2017, particularly with the Board Risk Committee chairman in order to clarify the responsibility of the respective committees for operational risk issues, which each Committee has a role in overseeing.

You can read more about the outcomes of the Board effectiveness review on page 36.

Looking ahead

In 2018, in addition to overseeing management’s progress in continuing to embed the role of the Chief Controls Office and the Group’s management of controls remediation, the Committee will be focusing on some significant accounting issues, including in particular, monitoring the impact of IFRS 9 and the resultant disclosures. The Committee is looking forward to working with the audit committees of Barclays UK and Barclays International as we discharge our responsibilities and focus on ensuring efficient and effective coverage of the business under the new group structure. We have already agreed an allocation of responsibilities, and embedding the necessary reporting and information flows across the three audit committees to ensure all of them can discharge their responsibilities efficiently will be a key area of focus.

Mike Ashley

Chairman, Board Audit Committee

21 February 2018

Committee allocation of time (%)

LOGO

      2017    2016
1 Control issues    11*        23
2 Business control environment    15        19
3 Financial results    33        36
4 Internal audit matters     25        11
5 External audit matters      8          6
6 

Other

(incl governance

and compliance)

      8          4

*The time allocation in 2017 has reduced following the streamlining of the reporting of control issues through the Chief Controls Office.
The increased time allocation to internal audit matters in 2017 reflects the role of the Committee in (i) overseeing the recommendations arising from the review undertaken by the PRA of Barclays Internal Audit to increase its effectiveness, and (ii) the independent external quality assessment of Barclays Internal Audit which was commissioned by the Committee in 2017.

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors, with membership designed to provide the breadth of financial expertise and commercial acumen it needs to fulfil its responsibilities. Its members as a whole have experience of the banking and financial services sector in addition to general management and commercial experience. Mike Ashley, who is the designated financial expert on the Committee for the purposes of the US Sarbanes-Oxley Act, is a former audit partner who during his executive career acted as lead engagement partner on the audits of a number of large financial services groups. Following the Board’s finding that the Committee could be strengthened by the appointment of an additional member with direct accounting and auditing experience, Matthew Lester was appointed to the Board and Committee with effect from 1 September 2017. During his executive career, Matthew held a number of senior finance roles across a range of business sectors, including financial services, and most recently was the Chief Financial Officer of Royal Mail Group. You can find more details of the experience of Committee members in their biographies on pages 5 and 6.

The Committee met 10 times in 2017 and the chart above shows how it allocated its time. Meetings are generally arranged well in advance and are scheduled in line with Barclays’ financial reporting timetable. One additional meeting was arranged to select an appropriate service provider for the independent review of Barclays Internal Audit and to undertake an early review of particular issues relevant to the financial statements. Committee meetings were attended by management, including as required the Group

12    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


 

    

    

Chief Executive, Group Finance Director, Chief Internal Auditor, Chief Controls Officer, Chief Risk Officer, Chief Operating Officer, General Counsel and Head of Compliance, as well as representatives from the businesses and other functions. The lead audit partner of KPMG (the Group’s external auditor), Guy Bainbridge, attended all Committee meetings since January 2017. The Committee held a number of private sessions with each of the Chief Internal Auditor or the lead audit partner, which were not attended by management. The lead audit partner of PwC, the Group’s previous external auditor, attended meetings until the end of February 2017 to deliver its final audit report to the Committee on the 2016 financial statements before PwC resigned as the Group’s statutory auditor.

MemberMeetings attended/eligible to attend

Mike Ashley

10/10

Tim Breedon

10/10

Crawford Gillies

10/10

Diane Schueneman*

8/10

Matthew Lester

(from 1 September 2017)

1/3

*Did not attend due to personal circumstances.
Did not attend owing to existing commitments with other boards (the Committee meeting dates were set before Matthew joined the Board).

Committee role and responsibilities

The Committee is responsible for:

assessing the integrity of the Group’s financial reporting and satisfying itself that any significant financial judgements made by management are sound

evaluating the effectiveness of the Group’s internal controls, including internal financial controls

scrutinising the activities and performance of the internal and external auditors, including monitoring their independence and objectivity

overseeing the relationship with the Group’s external auditor

reviewing and monitoring the effectiveness of the Group’s whistleblowing procedures

overseeing significant legal and regulatory investigations, including the proposed litigation statement for inclusion in the statutory accounts.

LOGO

The Committee’s terms of

reference are available at

home.barclays/corporategovernance.

The Committee’s work

The significant matters addressed by the Committee during 2017 and in evaluating Barclays’ 2017 Annual Report and financial statements, are described on the following pages.

Financial statement reporting issues

The Committee’s main responsibility in relation to Barclays’ financial reporting is to review with both management and the external auditor the appropriateness of Barclays’ financial statements, including quarterly results announcements and half-year and annual financial statements and supporting analyst presentations, with its primary focus being on:

the quality and acceptability of accounting policies and practices

any correspondence from financial reporting regulators in relation to Barclays’ financial reporting

material areas where significant judgements have been made, along with any significant assumptions or estimates, or where significant issues have been discussed with or challenged by the external auditor

an assessment of whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess Barclays’ position and performance, business model and strategy.

Accounting policies and practices

The Committee discussed reports from management in relation to the identification of critical accounting judgements and key sources of estimation uncertainty, significant accounting policies and the proposed disclosure of these in the 2017 Annual Report. Following discussions with both management and the external auditor, the Committee approved the critical accounting judgements, significant accounting policies and disclosures, which are set out in note 1, ‘Significant accounting policies’, to the consolidated financial statements.

There was one significant change in accounting policy during the period which was the early adoption of IFRS 9 (Financial Instruments) in relation to own credit, resulting in the recognition of fair value movements through the Statement of Comprehensive Income. Further information regarding this change can be found in note 1 to the consolidated financial statements. Two new significant accounting standards became effective from 1 January 2018, IFRS 9 (Financial Instruments) and IFRS 15 (Revenue Recognition). Further information regarding these changes can be found in note 1 to the consolidated financial statements. During 2017, the Committee was regularly updated on Barclays’ preparations for the implementation of IFRS 9, in particular in relation to the new expected loss model which represents a fundamental change in approach

to impairment. The Committee discussed with management the key technical decisions and interpretations required and Barclays’ approach to these. Further details of the Committee’s role in overseeing the Group’s IFRS 9 preparations can be found on page 21, ‘Governance in Action’.

Financial reporting regulators and Barclays

The Committee from time to time considers comment letters and papers from external bodies including the SEC and the Financial Reporting Council (FRC). In that regard, the Committee considered the following:

The FRC’s Year-End Advice Letter to Audit Committee Chairs and Finance Directors which highlighted key developments for 2017/18 annual reports.

The FRC’s Annual Review of Corporate Reporting which summarised key characteristics of good corporate reporting for the 2017/18 reporting year.

The PRA note of advice to Non-executive Directors regarding IFRS 9 implementation which set out a series of questions for consideration to ensure audit committees were well prepared for the transition and its implications.

The Committee sought to ensure that Barclays took due account of the matters raised in the letters and papers described above in its external reporting and has sought to enhance and clarify relevant disclosures.

The Committee from time to time considers comment letters from the SEC in relation to its reviews of Barclays’ Annual Report and other publicly filed financial statements. Such comment letters and Barclays’ responses are made publicly available by the SEC on its website, www.sec.gov, once it has closed each such review. Barclays received one comment letter from the SEC during 2017 requesting clarification from the SEC in relation to its 2017 half year filing. Barclays responded to clarify the queries raised by the SEC. The letter did not raise any material concerns or disclosure items.

Significant judgements and estimates

The significant judgements and estimates and actions taken by the Committee in relation to the 2017 Annual Report and financial statements are outlined below. The significant judgements and estimates are broadly comparable in nature to prior years. Each of these matters was discussed with the external auditor during the year and, where appropriate, have been addressed n the Auditors’ Report on pages 186 to 187.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    13


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

Area of focusReporting issueRole of the CommitteeConclusion/action taken

Conduct provisions

(refer to Note 27 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 Payment Protection Insurance (PPI).

 Regularly analysed the judgements and estimates made with regard to Barclays’ provisioning for PPI claims, taking into account forecasts and assumptions made for PPI complaints and actual claims experience for Barclays and the industry as a whole, including the volume of invalid PPI claims.

 Debated the impact on the future range of provisions arising from (i) the FCA’s introduction of August 2019 as the timebar on claims, (ii) the PPI marketing campaign, and (iii) the progress of the proposed fee cap on the submission of PPI complaints by Claims Management Companies which is being considered by the UK Parliament.

 Evaluated proposed additional provisions for PPI, considering whether the total provision is within the modelled range of future outcomes, and whether the external auditor agreed with management’s analysis and approach.

 Monitored the position on provisions for alternative PPI (card protection and payment break plan insurance) and considered whether further provisions were required.

The Committee and management continue to monitor closely any changes in customer or claims management companies’ behaviour in light of the FCA timebar and marketing campaign and the ongoing impact of the Plevin case. Having regard to the actual claims experience over 2017 the Committee agreed with management’s assessment that the current provision of £1,600m was appropriate. The Committee noted that this estimate remains subject to significant uncertainty in particular regarding the level of valid customer claims that may be received in the period to August 2019. In this context the Committee was satisfied that sensitivities to the key variables were appropriately disclosed.

Legal, competition

and regulatory

provisions

(refer to Notes 27 to 29

to the financial

statements)

Barclays is engaged in various legal, competition and regulatory matters. The extent of the impact on Barclays of these matters cannot always be predicted, but matters can give rise to provisioning for contingent and other liabilities depending on the relevant facts and circumstances. 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.

 Assessed management’s judgements and estimates of the levels of provisions to be taken and the adequacy of those provisions, based on available information and evidence.

 Considered the adequacy of disclosure, recognising that any decision to set provisions involves significant judgement.

The Committee discussed provisions and utilisation. 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.

Valuations

(refer to Notes 14 to 18

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, including the Group’s Education, Social Housing and Local Authority (ESHLA) portfolio.

 Evaluated reports from Barclays Valuations Committee, with particular focus on the matters below.

 Monitored the valuation methods applied by management to significant valuation items, including the ESHLA portfolio, a valuation disparity with a third party in respect of a specific long-dated derivative portfolio, and the approach to the marking of Own Credit.

 Monitored and discussed the impact of negative interest rates on derivative valuation.

 Considered the treatment of the re-integration of Non-Core residual operations into the core business.

The Committee discussed these matters and agreed that a minor modification be made to the valuation of the specific long-dated derivative portfolio where there existed significant valuation disparity. This did not result in a material change to the fair value recorded by the Group. The Committee noted that, following efforts by management to restructure derivative agreements impacted by negative interest rates, any residual uncertainty was now insignificant.

14    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusReporting issue Role of the CommitteeConclusion/action taken

Impairment

(refer to Note 7 to the

financial statements)

Where appropriate, Barclays models potential impairment performance, allowing for certain assumptions and sensitivities, the size, particularly where to agree allowances for credit impairment, including agreeing the timing of the recognition of any impairment and estimating forbearance has been granted.

 Assessed impairment experience against forecast and whether impairment provisions were appropriate.

 Evaluated credit impairment reports (reviewed by the Group Impairment Committee) presented by the Chief Risk Officer.

 Considered a report from the Chief Risk Officer on the position in the US Cards portfolio and monitored the position to determine whether increase in impairment would be required.

 Considered a report from the Group Impairment Committee on the adequacy of loan impairment allowances as at 31 December 2017, including assessing internal and external trends, methodologies and key management estimates.

The Committee reviewed model adjustments made by management to ensure that impairment allowances were set at appropriate and adequate levels. The Committee reviewed the impairment charge in Barclaycard US arising in the third quarter from the asset sale in the first quarter. The Committee also reviewed three material single name charges in the Corporate Bank.

The committee agreed that the provision levels for impairment were appropriate.

Tax

(refer to Note 10 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.

 Evaluated the appropriateness of tax risk provisions to cover existing tax risk.

 Confirmed the forecasts and assumptions supporting the recognition and valuation of deferred tax assets was in line with Barclays Medium Term Plan.

 Monitored the impact to Barclays of the new US framework for tax legislation covering a broad range of tax proposals which was enacted on 22 December 2017 and which had a substantial impact on the measurement of the Group’s US deferred tax assets. The Committee also considered the potential impact of the Base Erosion Anti-abuse Tax (BEAT) which was introduced as part of the new legislation.

The Committee reviewed Barclays’ global tax risk and associated provisions for the full year and noted that the level of tax provisions remained at about the same level, although the amount of gross tax risk was assessed as slightly reduced.

In relation to the treatment of deferred tax assets the Committee noted that those due to US tax losses (£1,520m) are forecast to be utilised by 2019 which is significantly earlier than the first expiry date of 2028.

The Committee agreed with management’s view that it was appropriate not to take account of any potential future BEAT liabilities in the measurement of the deferred tax assets. It noted that this would be in line with recent US GAAP pronouncements and as disclosed management is also continuing to assess the full impact to the Group of the complex provisions in the new US legislation.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    15


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

Area of focusReporting issueRole of the CommitteeConclusion/action taken

Fair, balanced and understandable reporting

(including country-by-country reporting and Pillar 3 reporting)

Barclays is required to ensure that its external reporting is fair, balanced and understandable. The Committee undertakes an assessment on behalf of the Board in order to provide the Board with assurance that it can make the statement required by the UK Code on Corporate Governance.

 Assessed, through discussion with and challenge of management, including the Group Chief Executive and Group Finance Director, whether disclosures in Barclays’ Annual Report and other financial reports were fair, balanced and understandable.

 Evaluated reports from Barclays’ Disclosure Committee on its assessment of the content, accuracy and tone of the disclosures.

 Established through reports from management that there were no indications of fraud relating to financial reporting matters.

 Evaluated the outputs of Barclays’ internal control assessments and Sarbanes-Oxley s404 internal control process.

 Assessed disclosure controls and procedures.

 Confirmed that management had reported on and evidenced the basis on which representations to the external auditors were made.

Having evaluated all of the available information and the assurances provided by management, the Committee concluded that the processes underlying the preparation of Barclays’ published financial statements, including the 2017 Annual Report and financial statements, were appropriate in ensuring that those statements were fair, balanced and understandable.

In assessing Barclays’ financial results statements over the course of 2017, the Committee specifically addressed and provided input to management on the disclosure and presentation of:

 the classification of Barclays’ holding in Barclays Africa as an available for sale asset with effect from 1 June 2017

 the closure of Barclays Non-Core business and the reintegration of the remaining businesses and portfolio

 the Group Finance Director’s presentations to analysts

 the level of segmental reporting.

The Committee recommended to the Board that the 2017 Annual Report and financial statements are fair, balanced and understandable.

16    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Other significant matters

Apart from financial reporting matters the Committee has responsibility for oversight of the effectiveness of Barclays’ internal controls, the performance and effectiveness of BIA and

the performance, objectivity and independence of the external auditor. The most significant matters considered during 2017 are described in the table below.

Area of focusMatter addressedRole of the CommitteeConclusion/action taken

Internal control

Read more about the Barclays’ internal control and risk management processes on

page 40.

The effectiveness of the overall control environment, including the status of any material control issues and the progress of specific remediation plans.

 Evaluated and tracked the status of the most material control issues identified by management via regular reports from the Chief Controls Officer, assessed against the new Controls Maturity Model created as part of the Barclays Internal Controls Enhancement Programme (BICEP).

 Evaluated the status of specific material control issues and associated remediation plans, including in particular those relating to model risk, resilience, cyber, compliance, technology, credit risk, transaction operations and data management which remained open as at December 2017 and which were reported as ‘on track’ to return to satisfactory status within agreed timeframes.

 Considered the second line of defence role in the oversight of operational risk controls, including financial controls over operational risk.

 Evaluated reports on the internal control environment from the external auditor.

 Discussed lessons learned from specific control incidents and how these could be applied to Barclays’ business globally.

 Assessed the progress of the enhancements being made to Barclays’ risk and control self-assessment (RCSA) process.

 Clarified the role and responsibilities of the Committee in relation to the split of responsibility for operational risk between the Committee and the Board Risk Committee.

The Committee welcomed the positive change in approach that the BICEP programme had driven across the business, notably that the first line of defence was now more focused on proactively self-identifying control issues rather than waiting for them to be highlighted by the second or third lines of defence. The Committee continued to emphasise the importance of a disciplined self-assessment by management.

The Committee provided feedback on the reporting of material control issues, requesting further detail regarding completion dates, key milestones and current status for significant remediation projects to enable closer monitoring and help drive accountability at the appropriate management level.

The Committee challenged the application of the lessons learned process in view of the low level of coverage of significant control incidents. Management has taken steps to enhance the process and ensure compliance. Going forward this will be tracked by the Chief Controls Office.

The Committee has continued to use the output from the RCSA process in its review of the control environment. While providing a reasonable overview of the control environment, the Committee welcomes management’s plans to put in place a more granular process which should provide greater visibility on controls requiring remediation and associated risks. This approach was piloted in 2017 and will be rolled out across the Group in 2018.

The effectiveness of the control environment in each individual business, including the status of any material control issues and the progress of specific remediation plans.

 Assessed reports on individual businesses and functions on their control environment, questioned the heads of the relevant businesses or functions on control concerns and scrutinised any identified control failures and closely monitored the status of remediation plans or workstreams to enhance the respective control environments.

 Received updates directly from senior management, and scrutinised action plans, in relation to remediation plans following unsatisfactory audit findings.

 Reviewed updates from management on the Designated Market Activity (DMA) remediation plan which addresses Barclays’ regulatory commitments to the Fed and other US and UK regulators in relation to sales and trading practices across the FX Rates and other markets related business areas.

The Committee received deep dive control environment presentations from Barclays International and Barclays UK. These provided further detail of management’s assessment of the business unit control environment and key areas of focus, including key controls hot spots for the businesses.

The Committee also received a number of presentations from business heads following unsatisfactory audit reports. The Committee challenged the business regarding their role in identifying the control issues and requested confirmation from management regarding the remediation programme, timeframe and accountability for delivery and which are subsequently monitored.

The Committee was encouraged that the level of resources being devoted to the DMA programme now shows that it is on track to meet its milestones.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    17


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
The effectiveness of the control environment in the Chief Operating Office (COO) and the status and remediation of any material control issues.

 Scrutinised on a regular basis the COO control environment, taking the opportunity to directly challenge and question functional leaders, including the Chief Operating Officer on the progress of remediation plans.

 Clarified the Committee’s ongoing responsibility for the oversight of controls matters relating to the Group Service Company.

 The Committee received a deep dive control environment presentation from the Chief Information Officer regarding Technology control issues.

The Committee was pleased to note continuing progress over 2017 to address control issues in accordance with the agreed timescales.

The Committee also received updates on the following matters:

 Data

 Security of Secret and Confidential Data (SSCD)

 Client Assets and Money (CASS), and

  Payments.

The adequacy of the Group’s arrangements to allow employees to raise concerns in confidence without fear of retaliation and the outcomes of any substantiated cases.

 Considered the results of the “Your View Survey” in relation to employee views on their ability to safely speak up in their business/ function and whether they could report instances of dishonest or unethical behaviour without fear.

 Received an update on enhancements to Barclays’ whistleblowing programme following the announcement of the PRA/FCA investigations and the outcome of the independent review that was commissioned by the Board.

 Monitored instances of retaliation reports and whether any instances had been substantiated.

 Monitored whistleblowing metrics, including case load and case ageing.

The Committee discussed the importance of ongoing dialogue and regular training to ensure that the route for escalations was clear and cases were directed to the relevant team for investigation and resolution.

The Committee supported the focus on training both to colleagues on the channels available, and also managers on how to handle whistleblowing issues. The Committee also emphasised the importance of sharing positive outcomes of whistleblowing incidents where possible.

The Committee was pleased to note that volumes of cases remain proportionate to Barclays’ size and footprint.

As Whistleblowing Champion, the Chairman of the Committee made an annual report to the Board on whistleblowing matters.

Internal auditThe 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.

 Scrutinised and agreed internal audit plans and methodology and deliverables for 2017 and the first half of 2018, including reviewing the number of audits for delivery following the alignment of the Audit Universe to Barclays new structure following Structural Reform.

 Monitored BIA’s response to feedback received from the PRA as part of its review of internal audit, including independence and impact, quality and weight of resources, productivity and methodology.

 Monitored delivery of the agreed audit plans, including assessing internal audit resources and hiring levels and any impacts on the audit plan and reviewing the reasons for the postponement of audits in greater depth.

 Debated audit risk appetite and issue validation.

 Tracked the levels of unsatisfactory audits, including discussing the time taken to issue audit reports and the reasons for any delays.

 Discussed BIA’s assessment of the management control approach and control environment in Barclays UK, Barclays International and the functions.

 Evaluated the outcomes from BIA’s annual self-assessment.

 Commissioned an independent external review of BIA. The reviewer was selected as a result of a tender process also run by the Committee.

The Committee received semi-annual thematic controls reports from BIA and a quarterly operational report during 2017.

The Committee reiterated its support for BIA’s recruitment plans which reflected significant activity during 2017 to ensure appropriate audit coverage to support the focus on BIA quality across the audit cycle. The Committee Chairman provided input into the recruitment of the two key roles of Head of Internal Audit in Barclays UK and Barclays International.

The Committee observed that the issues arising from unsatisfactory audits indicated that there was still work to do in embedding the required level of control consciousness across the Group and ensuring that control exceptions were highlighted clearly in management reporting. The Committee also requested that senior management support BIA in holding individuals accountable for failure to remediate risks effectively where they had failed BIA validation.

The Committee confirmed that it was satisfied with the outcome of the self-assessment of BIA performance and the independent external review, both of which evidenced that the function generally conforms to the standards set by the Institute of Internal Auditors. It further confirmed that it felt able to rely on the work of BIA in discharging its own responsibilities.

The Committee is providing oversight over the actions arising from the external review. See page 19 below for further details of the review.

18    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
External auditThe work and performance of KPMG

 Met with key members of the KPMG audit team to discuss the 2017 audit plan and agree areas of focus.

 Assessed regular reports from KPMG on the progress of the 2017 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 2017 year end.

 Discussed the approach to KPMG’s annual report to the PRA which will be issued following completion of the 2017 audit.

 Considered the draft SOX controls report and the draft audit opinion.

The Committee approved the audit plan and the main areas of focus.

The Committee also approved the principal services agreement and terms of engagement in connection with KPMG’s appointment as the Group’s auditors.

Read more about the Committee’s role in assessing the performance, effectiveness and independence of the external auditor and the quality of the external audit below.

The Committee also covered the following matters:

 tracked the progress of specific work being done to enhance Barclays’ financial crime controls, including the function’s investigation capabilities, in particular in relation to prevention and detection activities. The Committee also assessed the Group Money Laundering Officer’s annual report

 assessed the status of the programme in place to ensure Barclays’ compliance with client assets (CASS) regulatory requirements, including approving the annual client assets audit report and discussing the potential impact of Structural Reform on client assets

 evaluated the outcomes of the assessment of the Committee’s performance and any areas of Committee performance that needed to be enhanced

 reviewed and updated its terms of reference, recommending them to the Board for approval.

In addition to these matters, as highlighted above in the section of the table headed ‘Internal audit’ the Committee commissioned an independent review of BIA which was undertaken by Deloitte during the second half of 2017. The Chartered Institute of Internal Auditors requires an independent external review of internal audit functions to be carried out at least every five years. Following a selection process, the Committee commissioned Deloitte to conduct this review reporting directly to the Committee. The report concluded that:

 BIA demonstrates general conformance with the relevant standards and guidelines.

 BIA has an effective core audit methodology which reflects investment in Agile ways of working and data analytics which has helped to drive continuous improvement. In this respect it is aligned with or ahead of peers.

 BIA’s purpose and remit is clearly defined and the function is positioned appropriately within the governance framework of the organisation/ its role as an objective third line of defence. This role has been supported by the clearer delineation of the first line role of the newly created Chief Controls Office.

 The focus on increased headcount in BIA will help drive audit capacity and capability through enhanced specialist skills/ knowledge. Deloitte reported that BIA cares about its people and has created a supportive environment in which to work.

 While there are opportunities to improve BIA’s impact, they are able to deliver effective feedback on the operation of controls that address key risks.

The report paid close attention to the matters raised in the 2016 PRA letter regarding BIA, and Deloitte met with the PRA as part of its review. The Committee was satisfied with the conclusions drawn in the report, while noting the potential development areas identified, in particular, extending the use of data analytics. BIA has drawn up an action plan in response to the review and the Committee will continue to monitor the delivery of this plan.

External auditor

Following an external audit tender in 2015, PWC was replaced in 2017 as Barclays’ statutory auditor by KPMG. Guy Bainbridge of KPMG is Barclays’ senior statutory auditor with effect from the audit for the 2017 financial year.

Assessing external auditor effectiveness, auditor objectivity and independence and non-audit services

The Committee is responsible for assessing the effectiveness, objectivity and independence of the Group’s Auditor, KPMG and in 2017 the Committee was particularly concerned to ensure that the external auditor transition period was managed effectively. This responsibility was discharged throughout the year at formal Committee meetings, during private meetings with KPMG and via discussions with key executive stakeholders. In addition to the matters noted above, during 2017 the Committee:

 approved the terms of the audit engagement letter and associated fees, on behalf of the Board

 discussed and agreed revisions to the Group policy on theProvision of Services by theGroup Statutory Auditorand regularly analysed reports from management on the non-audit services provided to Barclays.

 evaluated and approved revisions to the Group policy onEmployment of Employeesor Workers from the Statutory Auditorand ensured compliance with the policy by regularly assessing reports from management detailing any appointments made

 was briefed by KPMG on critical accounting judgements and estimates

 assessed any potential threats to independence that were self-identified and reported by KPMG

 reviewed the report on KPMG issued by the FRC’s Audit Quality Review team.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    19


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

KPMG’s performance, independence and objectivity during 2017 were formally assessed at the beginning of 2018 by way of a questionnaire completed by key stakeholders across the Group. The questionnaire was designed to evaluate KPMG’s audit process and addressed matters including the auditor transition, quality of planning and communication, technical knowledge, the level of scrutiny and challenge applied and KPMG’s understanding of the business. In addition KPMG have nominated a senior partner on the audit team reporting to the Senior Statutory Auditor to have specific responsibility for ensuring audit quality. The Committee therefore met with the partner concerned without the Senior Statutory Auditor in order to receive a report on his assessment of audit quality.

Taking into account the results of all of the above, the Committee considered that KPMG maintained their independence and objectivity and the audit process was effective.

Non-audit services

In order to safeguard the Auditor’s independence and objectivity, Barclays has in place a policy setting out the circumstances in which the Auditor may be engaged to provide services other than those covered by the Group audit.The Group Policy on the Provision of Services by the Group Statutory Auditor (the “Policy”) applies to all Barclays’ subsidiaries and other material entities over which Barclays has significant influence. The Policy therefore included Barclays Africa Group Limited up until the point of accounting deconsolidation. The core principle of the Policy is that non-audit services (other than those legally required to be carried out by the Group’s Auditor) should only be performed by the Auditor in certain, controlled circumstances. The Policy sets out those types of services that are strictly prohibited and those that are allowable in principle. Any service types that do not fall within either list are considered by the Committee Chairman on a case by case basis, supported by a risk assessment provided by management.

Under the Policy, the Committee has pre-approved all allowable services for which fees are less than £100,000, or less than £25,000 for tax advisory and tax planning services. However, all proposed work, regardless of the fees, must be sponsored by a senior executive and recorded on a centralised online system, with a detailed explanation of the clear commercial benefit arising from engaging the auditor over other potential service providers. The audit firm engagement partner must also confirm that the engagement has been approved in accordance with the auditor’s own internal ethical standards and does not pose any threat to the auditor’s independence or objectivity. All requests to engage the auditor are assessed by independent management before work can commence. Requests for allowable service types in respect of which the fees are expected to meet or exceed the above thresholds must be approved by the Chairman of the Committee before work is permitted to

begin. Services where the fees are expected to be £250,000 or higher must be approved by the Committee as a whole. All expenses and disbursements must be included in the fees calculation. The thresholds remained the same following the annual review of the Policy in 2017.

During 2017, all engagements where expected fees met or exceeded the above thresholds were evaluated by either the Committee Chairman or the Committee as a whole who, before confirming any approval, assured themselves that there was justifiable reason for engaging the auditor and that its independence and objectivity would not be threatened. No requests to use KPMG were declined in 2017 (2016: one). On a quarterly basis, the Committee scrutinised details of individually approved and pre-approved services undertaken by KPMG in order to satisfy itself that they posed no risk to independence, either in isolation or on an aggregated basis. For the purposes of the Policy, the Committee has determined that any pre-approved service of a value of under £50,000 is to be regarded as clearly trivial in terms of its impact on Barclays’ financial statements and has required the Group Financial Controller to specifically review and confirm to the Committee that any pre-approved service with a value of £50,000-£100,000 (or up to £25,000 for tax advisory and tax planning services) may be regarded as clearly trivial. The Committee undertook a review of pre-approved services at its meeting in December 2017 and satisfied itself that such pre-approved services were clearly trivial in the context of their impact on the financial statements.

The fees payable to KPMG for the year ended 31 December 2017 amounted to £48m, of which £10m (2016: £17m) was payable in respect of non-audit services (KPMG was appointed as the Group’s statutory auditor from the financial year beginning 1 January 2017). A breakdown of the fees payable to the auditor for statutory audit and non-audit work can be found in Note 42. Of the £10m of non-audit services provided by KPMG during 2017, the significant categories of engagement, i.e. services where the fees amounted to more than £500,000, included:

audit-related services: services in connection with Client Asset Sourcebook Rules (“CASS) audits (while the CASS audit fell within the auditor’s scope of services, the fees for such services did not form part of the global fee arrangements and therefore required separated Audit Committee approval pursuant to the Policy)
quality assurance: support in connection with reports on the internal controls applicable to IBOR submission processes

transaction support: ongoing attestation and assurance services for treasury and capital markets transactions to meet regulatory requirements, including regular reporting obligations and verification reports

The fees paid to PwC for non-audit work during 2017, in the period before they resigned as the Group’s statutory auditor, and after they had resigned but before they were non-independent of certain Group entities (and therefore still fell within the Policy), were £3m (2016: £8m). Significant categories of engagement approved in 2017 included:

transaction support: ongoing support for treasury and capital markets transactions, including providing comfort and accounting letters to meet trust deed and regulatory obligations (this ongoing support transitioned to KPMG during 2017).

The Committee also reviewed the level of consultancy spend with PwC during 2017, which it had asked to be monitored in the immediate period after they stepped down as the Group’s auditors. Work with an estimated value of £1m million was awarded to PwC during the year (this was in addition to the £3m in fees paid to PwC for non-audit services referred to above).

The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014

An external audit tender was conducted in 2015 and the decision was made to appoint KPMG as Barclays’ external auditor with effect from the 2017 financial year, with PwC resigning as the Group’s statutory auditor at the conclusion of the 2016 audit.

Barclays is in compliance with the requirements of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, which relates to the frequency and governance of tenders for the appointment of the external auditor and the setting of a policy on the provision of non-audit services.

20    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


  Governance in Action – Preparation for IFRS 9

A significant activity for the Committee during 2017 has been overseeing the Group’s preparation for the implementation of IFRS 9.

IFRS 9 Financial Instruments is effective from 1 January 2018 and replaces the IAS 39 accounting standard. The new standard sets out the recognition and measurement requirements for financial instruments and has three parts: classification and measurement of financial assets, the requirements for impairment of financial assets and a hedge accounting model that is designed to more closely reflect risk management. As permitted, Barclays intends to continue with the existing IAS 39 hedge accounting model. The new impairment accounting model however has a significant impact on Barclays and the changes are complex and wide ranging classification and measurement also results in a number of much less significant changes. IFRS 9 has therefore been the subject of significant regulatory and market focus. Barclays has worked with the industry and regulators to agree a transitional framework for regulatory capital and on disclosures and has taken note of the best practice recommendations they have issued for the management of the transition to the new standard.

The Committee received regular updates on the status, judgements and financial impacts relating to the implementation of IFRS 9 during 2017 and the first quarter of 2018. It has overseen the steps required for Barclays’ transition to the new standard, in particular the delivery into production of the models and controls which are required for its implementation.

Throughout the process, the Committee emphasised to management the importance of developing the models to support business decision making to manage risk and ensure appropriate customer outcomes. The Committee reviewed the internal governance and validation processes in Risk and Finance and received regular updates from KPMG on their assurance work. The Committee also received reports from BIA following the audits undertaken in respect of the IFRS 9 programme, with a number of further audits planned for 2018. The Committee also reviewed the key estimates made by management in considering future economic scenarios and the criteria for determining when significant credit deterioration is observed.

In line with its terms of reference, the Committee has been closely involved in the review of all material external financial reporting relating to IFRS 9 and is focussed on ensuring clarity, completeness and appropriateness of the Group’s disclosures, particularly given the complexity and technical challenges of this standard. The Committee reviewed the best estimate impact on the Group which was disclosed in Barclays’ third quarter results and the updated IAS 8 disclosures included in the 2017 financial statements.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    21


Governance: Directors’ report

What we did in 2017

Board Risk Committee report

LOGO

The Committee continued to monitor UK economic trends, consumer behaviour and portfolio performance, and a prudent approach to lending was maintained.

LOGO

Dear Fellow Shareholders

The focus of the Committee during 2017 has continued to be on assessing the impact of important macro-economic and market developments on the risk profile of the Group. Credit risk management during 2017 was primarily concerned with the level of exposure to consumer debt both in the UK and US. In the UK, the Committee in 2016 had accepted the recommendation of Management to pursue a conservative approach to managing growth and balances in credit card debt. This had been prompted by the rising level of personal debt in the UK and concerns of weaker growth and higher inflation resulting from the country’s vote to leave the European Union. This theme persisted in 2017, as the Committee continued to monitor UK economic trends, consumer behaviour and portfolio performance, and a prudent approach to lending was maintained. In the US, in late 2016, there had been nascent signs of weakness in the consumer credit portfolio. The Committee had requested Management to perform detailed analyses of the balances and, based on this work, approved in early 2017 the sale of a proportion of the weaker segments of the portfolio. This action, along with increased conservatism during the year in lending and portfolio quality, has moderated the impact on Barclays of increasing delinquencies among US credit card borrowers being seen among US credit card lenders.

While the impairment performance of the Bank was largely within plan, wholesale credit performance in the UK was slightly weaker than in the US. The Bank experienced higher impairment in its corporate lending book in the UK from the default of certain borrowers in the service sector. In the US, improved economic conditions, and higher energy prices resulted in favourable corporate impairment trends compared to 2016.

In recent years, the Committee has been closely supervising the strengthening of the capital position of the Bank. Progress continued in 2017 as the Bank’s capital ratios continued to improve. In assessing the adequacy of the Bank’s capital position, the Committee took into account current financial performance, the impact of expected regulatory developments (including structural reform), and estimates of the costs of resolving past conduct and litigation issues. Likewise, the Committee is pleased that the liquidity risk in the Bank has been closely monitored and strengthened over the past year.

An important role of the Committee each year is to recommend the risk appetite of the Bank to the Board: its ability to earn an appropriate return while being able to withstand shocks in the market and economic environment. In addition, the Committee monitors closely the assessment of the Bank’s performance under a variety of regulatory stress tests. We evaluate not just the outcome of these analyses but the means by which they are performed, particularly the assessment of model risk. These efforts increased in 2017, as the Bank prepared for the first stress test of the US Intermediate Holding Company (IHC), in addition to completing the newly introduced Biennial Exploratory Scenario for the Bank of England stress test.

The Committee assesses external conditions as part of establishing risk appetite. These remain challenging and our objective was to position the Bank conservatively to deal with economic uncertainty. Key themes that developed during 2017 with potential to have a significant first order impact on Barclays’ businesses included heightened political and economic risk in the UK in the backdrop of Brexit negotiations, increased geo-political risk impacting the delicately poised global economy, and a shortage of new transaction flow in Leveraged Finance underwriting driving tighter terms. Other emerging risks with potential to impact Barclays include volatility in the UK Pension scheme, UK property price stress and volatility in financial markets after a long period of quiescent asset

appreciation. The Committee maintains regular oversight of exposure to the key risk themes it has identified and actions taken by Management in response.

During the year, the Committee also evaluated the financial and capital impacts of operational risk. The Committee has noted, and encouraged, the efforts by Management to improve the Risk and Control Self-Assessment programme in Operational Risk. This work is important in an environment of heightened cyber risk and increased operational complexity as the Bank implements structural reform.

As in past years, the Committee reviewed the execution by Management of material regulatory programmes and initiatives. These included the BCBS239 effort to improve the quality and reliability of data and information, and IFRS 9, a new standard for the estimation of credit impairment.

Committee performance

The performance of the Committee during 2017 was assessed as part of an internal annual Committee effectiveness review. The conclusion of my Board colleagues was that the Committee is considered to operate effectively and that the Board continues to have a high degree of confidence in the diligence and coverage of the Committee. Feedback from the review indicated that the Committee was both effective and influential in identifying areas of risk where Barclays needs to change its performance or adjust its risk profile.

One of the areas identified for improvement was to consider whether the Committee would benefit from deeper expertise by including a member with a risk function management background and we will give further consideration to this in 2018. The review also highlighted the need to ensure that the way in which the Committee works with the Board Reputation and Board Audit Committees continues to capture all significant issues effectively while minimising any overlap. I continued to work closely with my fellow Board Committee Chairmen during

22    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


2017, particularly with the Board Audit Committee Chairman in order to clarify the responsibility of each committee in relation to operational risk matters during the year which each Committee has a role in overseeing. We will work to embed this further in 2018. The Committee will also focus on ensuring there is a framework in place to ensure clear allocation of responsibilities regarding the Committee’s interaction with the risk committees of Barclays UK and Barclays International under the new Group structure.

You can read more about the outcomes of the Board effectiveness review on page 40.

Looking ahead

2018 is important for Barclays as it completes the restructuring required under the structural reform programme. As a result, the firm will have two important subsidiary legal entities in Barclays UK, the core domestic franchise in the UK, and Barclays International, the Corporate and Investment Banking and international consumer businesses of the firm. These will be in addition to the US Intermediate Holding Company, which is part of Barclays International. The Committee will pay close attention to the executive’s management of risk within and across these entities.

We expect that credit and employment conditions in the UK will continue to be uncertain, as future trade and economic arrangements with the EU take shape. In the US, the impact of the corporate tax reform on the health of companies and consumers will need assessment. Lastly, the Committee will continue to monitor the risk to Barclays from volatility in financial markets, which have experienced many years of steady asset appreciation.

Tim Breedon

Chairman, Board Risk Committee

21 February 2018

  Committee allocation of time (%)

  LOGO

    2017     2016 

1 Risk profile/risk appetite (incl capital and liquidity management)

   53    52 

2 Key risk issues

   26    26 

3 Internal control/risk policies

   12    8 

4 Other (incl remuneration and governance issues)

   9    14 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. Details of the skills and experience of the Committee members can be found in their biographies on pages 5 to 6.

The Committee met nine times in 2017, with two of the meetings held at Barclays’ New

York offices. The chart above shows how the Committee allocated its time during 2017. Committee meetings were attended by management, including the Group Chief

Executive, Group Finance Director, Chief Internal Auditor, Chief Risk Officer, Barclays Treasurer and Group General Counsel, as well as representatives from the businesses and other representatives from the Risk function. Representatives from Barclays’ external auditor, KPMG, and until March 2017, representatives from the outgoing external auditor, PwC, also attended meetings.

MemberMeetings attended/eligible to  attend

Tim Breedon

9/9

Mike Ashley

9/9

Reuben Jeffery

9/9

Diane Schueneman

9/9
Matthew Lester (from 1 September 2017)3/3
Steve Thieke (to 10 May 2017)3/3

Committee role and responsibilities

The Committee’s main responsibilities include:

reviewing and recommending to the Board the Group’s financial and operational risk appetite

monitoring the Group’s financial and operational risk profile

commissioning, receiving and considering reports on key financial and operational risk issues

LOGOThe Committee’s terms of reference are available at
home.barclays/corporategovernance

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    23


Governance: Directors’ report

What we did in 2017

Board Risk Committee report

The Committee’s work

The significant matters addressed by the Committee during 2017 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Risk appetite and stress testing, i.e. the level of risk the Group chooses to take in pursuit of its business objectives, including testing whether the Group’s financial position and risk profile provide sufficient resilience to withstand the impact of severe economic stress.The risk context to Medium Term Plan (MTP), the financial parameters and constraints and mandate and scale limits for specific business risk exposures; the Group’s internal stress testing exercises, including scenario selection and financial constraints, stress testing themes and the results and implications of stress tests, including those run by the Bank of England (BoE).

  Assessed the risk context for the 2017 MTP, including general economic and financial conditions and how these had been reflected in planning assumptions.

  Debated the assumptions, parameters and results of the internal stress test of the risk appetite of the 2017 MTP.

  Discussed and agreed mandate and scale limits for Credit, Market and Treasury and capital risk.

  Evaluated the BoE annual cyclical stress test results, and the results of a stress test under the BoE biennial exploratory scenario.

  Observed and debated regulatory and market reaction to the publication of BoE stress test results.

  Considered and approved internal stress test themes and the financial constraints and scenarios for stress testing risk appetite for the 2018 MTP.

  Considered the Federal Reserve Board’s feedback on the US Intermediate Holding Company’s Comprehensive Capital Analysis and Review (“CCAR”) capital plan following the submission of the CCAR stress test results.

The Committee recommended the proposed risk appetite for 2017 to the Board for approval, although noted that this may need to be revisited to take account of the impact of IFRS 9 in due course. It encouraged management to make further progress on enhancing infrastructure used to conduct the internal stress test. The Committee approved the 2017 annual stress test results for submission to the BoE, including the range of management actions and overlays designed to mitigate risk impacts.

Similarly, the Committee approved the results of the stress test under the BoE biennial exploratory scenario and recommended that the results should be taken into consideration for strategy projections.

In recommending the internal stress test and risk appetite for the 2018 MTP, the Committee noted and considered that the severity of the internal stress test had been higher than normal, which provided added resilience to the various challenges for the MTP, such as macroeconomic issues.

Capital and funding, i.e. having sufficient capital and financial resources to meet the Group’s regulatory requirements and its obligations as they fall due, to maintain its credit rating, to support growth and strategic options.The trajectory to achieving required regulatory and internal targets and capital and leverage ratios.

  Debated on a regular basis, capital performance against plan, tracking the capital trajectory, any challenges and opportunities and regulatory policy developments.

  Assessed on a regular basis, liquidity performance against both internal and regulatory requirements.

  Regularly monitored capital and funding requirements on a legal entity basis.

  Assessed the possible implications of litigation and investigations on the Group’s liquidity position, including a review of the Bank’s liquidity risk control framework.

  Monitored the funding risk and capital volatility associated with the Barclays pension scheme.

The Committee supported the forecast capital and funding trajectory and the actions identified by management to manage the Group’s capital position. It approved the proposed capital and liquidity processes for Barclays UK for submission to the regulator as part of its banking licence application.

The Committee considered and approved the Group capital adequacy assessment together with the methodologies and results of the reverse stress testing for the submission of the 2017 Internal Capital Adequacy Assessment Process (ICAAP) as well as the Group’s 2017 Individual Liquidity Adequacy Assessment Process (ILAAP).

Political and economic risk, i.e. the impact on the Group’s risk profile of political and economic developments and macroeconomic conditions.The potential impact on the Group’s risk profile of political developments, such as elections in other European countries, as well as continuing to monitor the impact of the aftermath of the UK’s EU Referendum.

  Monitored progress on actions to mitigate the risk of the potential impact of negative interest rates in the UK on Barclays.

  Monitored the potential impacts of Brexit, including a “hard” Brexit.

  Considered trends in the UK economy, including risk of inflation amid negative real wage growth.

  Continued to monitor the risks relating to South Africa while Barclays still had control of Barclays Africa Group Limited (BAGL).

  Monitored Barclays’ exposures to certain products, and with particular focus on redenomination risk, and the risk of a single country leaving the Euro.

Following the further sell-down of the equity stake in Barclays Africa and the subsequent proportionate regulatory deconsolidation, the Committee agreed that South Africa should be removed as an ongoing risk theme, although it continued to maintain oversight of any emerging risk. It also agreed to remove negative interest rates as a key risk theme on the basis that the actions previously identified and agreed to mitigate the risk were nearing completion.

The Committee suggested that monitoring geo-political risks in Europe should be broadened to include other regions, but requested that China continue to be reported as a separate geo-political risk theme.

24    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Credit risk, i.e. the potential for financial loss if customers fail to fulfil their contractual obligations.Conditions in the UK housing market, particularly in London and the South East; levels of UK consumer indebtedness, particularly in the context of the risk of inflation and negative real wage growth; and the performance of the UK and US Cards businesses, including levels of impairment.

  Continued to assess and monitor conditions in the UK property market in case of signs of stress.

  Evaluated how management was tracking and responding to rising levels of consumer indebtedness, particularly unsecured credit in both the UK and US.

  Discussed the PRA’s statement on consumer credit and unsecured lending in the UK, and considered Barclays’ response to the PRA statement.

  Scrutinised the performance of the UK and US Cards businesses, including the level of impairment.

  Reviewed and approved proposals for frameworks relating to Securities Financial Limits and Maximum Exposure Governance.

  Scrutinised a strategic review of business activity in the Corporate and Investment Bank (CIB).

The Committee focused on effective collections capability as an important tool of risk management.

The Committee encouraged management to carry on with its conservative approach to UK lending.

The Committee approved changes to the risk appetite levels for US Cards.

The Committee requested more granular detail of the impact of strategy changes on risk limits and oversight.

Operational risk, i.e. costs arising from human factors, inadequate processes and systems or external events.The Group’s operational risk capital requirements and any material changes to the Group’s operational risk profile and performance of specific operational risks against agreed risk appetite.

  Tracked operational risk key indicators via regular reports from the Head of Operational Risk.

  Debated specific areas of emerging risks, including conduct risk, cyber, execution risk, technology and data, including the controls that had been put in place for managing and avoiding such risks.

The Committee focused its attention on the financial and capital impacts of operational risk. In relation to fraud, it encouraged management to further integrate strategy, models and operations.
Risk framework and governanceThe frameworks, policies and talent and tools in place to support effective risk management and oversight.

  Monitored progress on the implementation of an enhanced modelling framework, including receiving updates from Barclays Internal Audit on findings in relation to specific modelling processes.

  Tracked the progress of significant risk management projects, including the progress on achieving compliance with the Basel Committee for Banking Supervision 239 (BCBS239) regulation for risk data aggregation principles as well as the roll out of the Risk and Control Self Assessment (RCSA) process across the Group. Please see the “Governance in Action” box on page 26 for further details about the Committee’s role in overseeing the RCSA process.

  Assessed risk management matters raised by Barclays’ regulators and the actions being taken by management to respond.

  Endorsed Legal risk and Model risk, as new Principal Risks under the ERMF, forming part of the Committee’s roles and responsibilities in future.

  Reviewed the implementation of the Enterprise Risk Management Framework during 2017 which had been designed to address feedback from the PRA following a review of the EMRF.

The Committee requested a gap analysis together with an action plan to remediate specific weaknesses identified in the internal audit in relation to modelling.

The Committee assessed during the year the Group’s risk management capability in the form of a Risk Capability Scorecard and reviewed and approved proposals for the external third party evaluation which was scheduled to be performed in early 2018.

RemunerationThe scope of any risk adjustments to be taken into account by the Board Remuneration Committee when making remuneration decisions for 2017.

  Debated, in a joint meeting with the Board Reputation Committee, the Risk function’s view of 2017 performance, making a recommendation to the Board Remuneration Committee on the financial and operational risk factors to be taken into account in remuneration decisions for 2017.

The Committee discussed the report of the Chief Risk Officer and considered the proposal put forward in relation to the impact of relevant risk factors in determining 2017 remuneration decisions, noting that it should also include positive events such as the 2017 Banking Standards Board report which had reported improvements on 2016.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    25


Governance: Directors’ report

What we did in 2017

Board Risk Committee report

In addition, the Committee also covered the following matters in 2017:

  assessed Barclays’ exposures to the leveraged finance market, general conditions in that market and approved an updated leveraged finance framework which would be submitted annually to the Committee for approval

  was briefed by PwC on main risk issues identified during the 2016 year-end audit, specifically impairment, post-model adjustments, forbearance control issues, key valuation judgements (including in relation to the ESHLA portfolio), and key assumptions used in the pension scheme liabilities

  requested and evaluated a report on partnership programmes in the US Cards business with a focus on risk profile and credit quality

  considered a report on the effectiveness of the Committee and any areas of the Committee’s performance that could be improved

  reviewed and updated its terms of reference, recommending them to the Board for approval.

Governance in Action – Risk and Control Self Assessment Programme

A key focus of the Committee in 2017 was oversight of the implementation of a revised Risk and Control Self Assessment (RCSA) programme. The RCSA enhancement programme was established as part of Barclays’ commitment to the effective management the Group’s Operational risk and extend both the scope of coverage across a wider range of risks, and also improve the granularity of management’s risk and control assessments of business processes. The programme is the firm-wide process led approach for management to identify and regularly assess material inherent risks and their associated controls, in order to mitigate these risks and reduce the likelihood and/or severity of losses to the firm from a Risk event.

In 2017, a number of pilot RCSAs were rolled out across the Group in addition to the regular RCSA process, which was also enhanced. Improvements were also made in the assessment of inherent risk values and the aggregation process for risk and control assessments across risk types. During the year, the Committee reviewed progress in terms of the RCSAs completed across the Group, and also considered the next steps in the review process and the results of the residual risk assessments. Based on the results of the pilot RCSAs undertaken,

the Committee was satisfied that the process will improve management’s understanding of the risk and control environment, so they can prioritise and remediate ineffective controls where required.

Following completion of the pilot RCSA programme, the Committee considered the ways in which the RCSA programme could be enhanced for the wider implementation of the programme in 2018. The Committee considered specific revisions of the 2017

RCSA programme with the aim of:

  improving the identification of inherent risk, control effectiveness and residual risk by going into detail at a more granular process level

  increasing the degree of independent challenge provided by all three lines of defence

  increasing the granularity of assessments for a further set of pilot RCSAs to estimate inherent risk at activity level by risk type, together with the identification and assessment of detailed operating controls by activity and residual risk.

The Committee will continue to work with management in 2018 on further refining and enhancing the RCSA programme.

26    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

LOGO

The Committee has been well positioned during 2017, a time of significant organisational change for the Group, to ensure that our people, whether within Barclays UK, Barclays International or the Group Service Company, continue to demonstrate behaviours and conduct that are consistent with the Barclays Values.

LOGO

Dear Fellow Shareholders

This is my second report to you as Chairman of the Board Reputation Committee. At the conclusion of my last report I commented that the Committee, by way of its membership, executive engagement and reporting processes, had built a strong foundation on which to base its future operations and drive Barclays to be a governance leader in conduct, culture and reputation matters. This strong foundation has ensured that the Committee has been well positioned during 2017, a time of significant organisational change for the Group, to ensure that our people, whether within Barclays UK, Barclays International or the Group Service Company, continue to demonstrate behaviours and conduct that are consistent with theBarclays Values.

On two occasions during 2017 the Committee extended an invite to representatives of the Banking Standards Board (BSB) to present and discuss the outcomes of their 2016 and 2017 assessments of Barclays. As an independent third party with insights across the banking industry as a whole, the Committee attaches significant value to the insights offered by the BSB and I would like to extend my personal thanks to Dame Colette Bowe and her team at the BSB for their continuing work to promote the highest standards of behaviour in UK banking and restore public trust in the sector. We were encouraged to hear that the results had generally improved between 2016 and 2017 and were particularly pleased to see how strongly theBarclays Values still resonate with our colleagues. The Committee also carefully considered the BSB’s feedback on results relating to colleague resilience and you will find an outline of our discussion on colleague well-being on page 29.

One of the key challenges faced by the Committee is how to maintain oversight of Group Conduct and Culture matters as a whole, without overlooking the cultural differences that, naturally and quite rightly, exist between our different operating businesses and support functions. During the year the Committee actively discussed this challenge and, in an attempt to address this, I rebalanced the Committee’s agenda by introducing business and functional “Deep Dive” sessions into each meeting. The Deep Dives allow the Committee to understand the conduct, culture and customer satisfaction issues being faced in specific areas of the business and the actions undertaken to address them. Whilst consideration of our well-refined dashboards and Reputation risk reports ensure that Group-level metrics, challenges and initiatives remain clearly visible and subject to Committee consideration and challenge. You can read about some of the Deep Dives undertaken by the Committee during 2017 on the following pages.

A significant output from the Committee during 2017 resulted from discussions around Barclays’ historic commitments to the financing of certain fossil fuels projects, which resulted in a decision to develop a more proactive approach to the management of sustainability issues across the Barclays business. I would encourage you to refer to the Governance in Action box on page 32 for further details on this initiative.

Committee performance

Through the process of the annual Board effectiveness review, which confirmed the continued effectiveness of the Committee, the ongoing evolution of the Committee’s role and the increased impact that it had during the last year was clearly acknowledged. An area that the review identified for further consideration was the continued oversight of Conduct and Reputation risk matters in the post-structural reform corporate structure, which I will ensure is addressed by the Committee ahead of April 2018.

Looking ahead

Finally, I would like to record my thanks to Mike Roemer, who stepped down as Group Chief Compliance Officer in October 2017, for his outstanding contribution to the work of the Committee during his tenure in that role. I would also like to thank Diane de Saint Victor, who stepped down from the Committee on her retirement from the Board in May 2017. I look forward to working with our new Committee member, Mike Turner and, subject to regulatory approval, our new Group Chief Compliance Officer, Laura Padovani, as we continue to support the delivery of the Board’s collective vision of theBarclays Values.

Sir Gerry Grimstone

Chairman, Board Reputation Committee

21 February 2018

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    27


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

 

  Committee allocation of time (%)

  LOGO

    2017   2016* 

1 Conduct and compliance

   36%    33% 

2 Culture

   20%    21% 

3 Customer satisfaction

   14%    6% 

4 Citizenship

   16%    13% 

5 Brand & other Reputation risk

   14%    27% 

* 2016 figures have been rebased according to the significant matters considered by the Committee in 2017.

 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. During 2017, Diane de Saint Victor stepped down from the Committee and the Barclays Board with effect from 10 May 2017.

The Committee met four times during 2017 and the chart to the left shows how it allocated its time. Committee meetings were attended by representatives from management, including the Group Chief Executive, Chief Compliance Officer, Chief Internal Auditor, Chief Risk Officer, Group General Counsel, Group Chief of Staff, Group HR Director and the Heads of Corporate Communications, Citizenship and Reputation, as well as senior representatives from the businesses and other functions. A representative from KPMG, Barclays’ external auditor, attended each Committee meeting during the year and representatives from the BSB attended two meetings during 2017.

MemberMeetings attended/eligible to attend

Sir Gerry Grimstone

4/4

Mike Ashley

4/4

Mary Francis

4/4

Dambisa Moyo

4/4
Diane de Saint Victor (to 10 May 2017)1/1

Committee role and responsibilities

The principal purpose of the Committee is to:

support the Board in promoting its collective vision of Barclays’ purpose, values, culture and behaviours

ensure, on behalf of the Board, the efficiency of the processes for identification and management of Conduct and Reputation risk

oversee Barclays’ conduct in relation to its corporate and societal obligations, including setting the guidance, direction and policies for Barclays’ approach to customer and regulatory matters and Barclays’ Citizenship Strategy, including advising the Board and management on these matters.

LOGOThe Committee’s terms of reference
are available at
home.barclays/corporategovernance

The Committee’s work

The significant matters addressed by the Committee during 2017 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Conduct riskMonitoring the risks that can arise from the inappropriate supply of financial services, including instances of wilful or negligent misconduct.

  Discussed updates from management on Conduct risk and considered performance against Conduct risk indicators at each meeting.

  Discussed the specific Conduct risks associated with certain business areas and the status of initiatives in place to address those risks and further strengthen the culture of the business.

  Received reports from Barclays Internal Audit (BIA) in respect of internal audit activities on conduct risk management matters, including details of any unsatisfactory audit reports and remediation steps identified.

  Discussed and approved the Conduct Risk Framework, with Conduct risk having been identified as a Principal Risk under the Barclays Enterprise Risk Management Framework (ERMF).

  Received forward looking information on regulatory developments, including the issuance of new consultations by regulators, that might have a Conduct risk impact on Barclays in the future.

  Approved the annual Compliance Plan.

  Considered and approved the proposed methodology for calculating Conduct risk adjustments to incentive pools.

In line with its re-categorisation under the ERMF, the Committee adopted Board-level oversight of financial crime risk and conducted a Deep Dive into this area. The Conduct dashboard report was updated to include financial crime information and metrics, and the Committee was encouraged by management’s open and transparent approach to engaging with regulators on financial crime matters.

The Committee considered the differing regulatory requirements placed on the UK and US Cards businesses and have suggested that a “Barclays view” should overlay the requirements of local regulations to ensure that all retail facing businesses within the Group operate within a framework that prioritises the concept of “Treating Customers Fairly”.

During discussion of the realignment of businesses between Barclays UK and Barclays International, the Committee encouraged management to take advantage of opportunities presented by structural reform to address some areas of Conduct risk by harmonising policies and operations, in areas such as collections and affordability assessments.

The Committee considered an update from BIA on the use of Conduct risk information by legal entities within the Group and their assessment of reporting mechanisms and the escalation of issues up the organisational hierarchy.

28    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Cultural progressReviewing management’s progress on embedding a values-based culture across the organisation.

  Debated culture dashboards presented at each meeting and the progress being made to embed cultural change across Barclays globally.

  Received regular updates on colleague engagement metrics and the results of employee YourView surveys and considered proposed changes to the YourView methodology.

  Approved the adaption of the Culture dashboard to include the monitoring of cultural attributes across the firm.

  Considered and discussed with representatives of the BSB the results of their 2016 and 2017 Annual Reviews of Barclays.

  Considered a Deep Dive analysis on culture within Barclaycard UK, including the process and challenges of integrating the UK Cards business into Barclays UK.

  Considered feedback from the FCA on the Conduct and Culture dashboards.

  Received information on management’s initiatives to improve colleague well-being and resilience, including actively encouraging employees to work dynamically and providing a supportive environment in which colleagues feel able to talk about the impacts of stress and mental health concerns.

  Considered draft disclosures on the Gender Pay Gap within the Group and industry comparators.

Through consideration of the Culture dashboards and YourView results, the Committee was encouraged by the consistently strong sustainable engagement scores achieved throughout 2017. Improvements have been made in the area of colleague enablement, however the Committee appreciated management’s acknowledgement that further improvement is still required in this area, notably in terms of reducing perceived bureaucracy throughout the organisation.

The Committee discussed the importance of a culture in which colleagues feel able to speak up and raise concerns. Particular attention has been paid to whistleblowing metrics throughout the year and, on recommendation of the Committee, the YourView survey system now contains a direct link to Barclays’ whistleblowing resources with the intention of further encouraging and supporting employees to report instances of unethical or inappropriate behaviour.

Additional and more detailed information is becoming available to the Committee, by way of reporting on cultural attributes, on what employees perceive to be the most prevalent facets of Barclays’ organisational culture. It is intended that this information be used to monitor attainment of a set of desired attributes and facilitate further discussion and action in order to achieve this.

By way of discussion of the FCA’s feedback on Barclays’ dashboards, the Committee acknowledged that the dashboards are just one of a number of key management information tools used to set its agenda and facilitate an ongoing discussion with management on culture which leads, in some cases, to deliberate actions being taken by the Group and business executive committees.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    29


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Customer satisfactionEnsuring fair outcomes for customers by monitoring complaints volumes, the standard and quality of complaints handling processes and other relevant metrics.

  Debated complaints dashboards and performance against key indicators at each meeting.

  Gave consideration to the impact that matters, such as an effective communication channel, have on customer complaints volumes.

  Considered the quality of the processes in place to address and resolve customer complaints.

  Monitored trends in the underlying causes of complaints and considered forward looking analysis to identify events (both industry wide and Barclays-specific) which could influence the volume and timings of complaints.

  Considered the differing complaints profiles of the Barclays UK and Barclays International businesses and the actions being undertaken to positively improve the customer journey by utilising complaints management information (MI).

  Requested further insight into the first line management of customer complaints and conducted a Deep Dive into Barclays UK’s complaints handling processes (Barclays UK receives the majority of Barclays’ customer complaints given its retail focus).

  Requested additional Deep Dives on areas of the Barclays International business that have a retail customer base and considered the complaints profiles of those businesses.

  Considered the progress being made by relevant businesses to improve their respective net promoter score (NPS).

The Committee was pleased to see a general downward trend in the number of complaints received by Barclays during 2017.

While the Committee still receives a Group-wide report on complaints, underlying reporting has been refined in line with organisational changes to ensure the Committee receives a clear view on the complaints metrics of Barclays UK and Barclays International respectively. The Committee made recommendations to management, in the context of the structural reform programme, in respect of ensuring a consistent “Barclays” customer experience is received by retail clients whether they are being serviced by Barclays UK or Barclays International.

The Committee developed its understanding of how complaints MI is mapped by Barclays UK in order to identify root causes and received information on the strategic initiatives being undertaken to address them. The Committee’s Deep Dive also led to further refinement of the Barclays UK Complaints dashboards to include complaints volumes by channel. The analysis of the data revealed a high level of customer satisfaction with Barclays’ online bank offering.

The Committee was pleased to see an increase in Barclays UK’s NPS during the course of 2017 and support management’s objective of further increasing NPS to ensure Barclays UK remains competitive against challenger and start-up banks.

In relation to Barclays International’s business areas, the Committee was encouraged to hear that complaints volumes were at an all-time low within Barclaycard US (BCUS) but noted management’s desire to improve the business’s net promoter score against key US competitors. The Committee also considered the approach being taken by Barclays Partner Finance (BPF) to identify potential areas of future complaints and proactively reaching out to customers to resolve issues before complaints arise.

30    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
CitizenshipMonitoring progress against the Shared Growth Ambition (Barclays’ Citizenship Plan for 2016-2018) and the effectiveness of policy statements on Citizenship matters.

  Considered the Citizenship dashboards presented at each meeting and assessed status updates on the Shared Growth Ambition.

  Reviewed Barclays’ ratings and relative peer ranking in external Environment, Social, Governance (ESG) benchmarks and tracked external perceptions on Citizenship through stakeholder and media analysis.     

  Received information on new Citizenship initiatives such as the #Digisafe campaign which aims to educate individuals to better protect themselves against digital fraud.     

  Received an update from Barclays’ Global Head of Financial Crime in respect of the function’s development of intelligenceled initiatives to combat fraud.     

  Reviewed and recommended the approval of Barclays’ statement on modern slavery.

The Committee was very pleased to see that Citizenship metrics demonstrate a high level of colleague pride in the contribution Barclays makes to the community and society.

The Committee is very encouraged by management’s decision to dedicate resource to financial crime, skills and employability and digital empowerment initiatives that provide benefits not only to Barclays and its customers, but to the banking industry and UK population more generally.

Reputation and brandEnsuring that the Barclays brand is proactively managed and Reputation risks and issues are identified and managed appropriately.

  Reviewed Reputation risk updates from management, receiving specific information on those issues deemed to constitute the most significant Reputation risks and issues in each quarter.     

  Regularly evaluated the measures being taken to enhance the Barclays brand and to understand, and propose action to improve, where appropriate, external perceptions of the Bank.     

  Considered whether the process for identifying, managing and overseeing Reputation risk was functioning effectively.

The Committee approved the Reputation Risk Framework, confirming that Reputation risk is now a Principal Risk under the ERMF. Significant discussion also took place in respect of the correlation between cultural indicators, conduct outcomes and Reputation risk.     

The Committee requested further refinement of the Reputation risk reporting received to include sentiment analysis of media coverage and metrics on Barclays’ social media presence.     

The Corporate Relations priorities for 2017 were pre-approved by the Committee and fulfilment of those priorities kept under review throughout the year. This process improved management’s ability to more effectively understand and monitor external perceptions of Barclays among key stakeholders.     

The Committee requested that management undertake work to further refine the components of Reputation risk, clarify the process for identifying risks, enhance management oversight and give consideration to how the overall process can be better communicated.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    31


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

The Committee also covered the following matters:

 received a report on management’s annual review of the effectiveness of compliance with the Volcker Rule (restrictions on proprietary trading and certain fund investments by banks operating in the US)

 received a report from management on Barclays’ Swap Dealer Annual Compliance Report

 discussed the outcome of an externally facilitated review on Barclays compliance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and its comparative performance against its peers.

 approved, from a Reputation risk perspective, a proposal to restructure certain intra-group shareholdings and enhance capital utilisations

 assessed and discussed a report on the Committee’s performance

 reviewed and updated its terms of reference.

Governance in Action – Responding to Stakeholder Concerns

During the year, the Committee gave consideration to Barclays’ exposure to environmental, social and sustainability matters through its business relationships and challenged management to establish a more formal and proactive approach to documenting policy positions and guidelines in relevant sectors.

In response to recommendations from the Committee, management commenced work to review Barclays’ involvement and practices in certain ‘sensitive sectors’ and is in the process of drawing up proposals for sector-specific policies that will articulate the forward looking intentions of Barclays in these areas. The Committee will be reviewing and approving these policies during 2018 and look forward to reporting on their content and implementation in next year’s Annual Report.

The Committee considers that the establishment of sector-specific policies and guidelines will be a significant step in further enhancing the role that Barclays plays in the wider business community and believe they will improve the quality of the Company’s future reporting on climate change and other matters of social and environmental interest.

LOGO

Read more about Barclays’ risk

management on pages 77 to 78 and in our

Pillar 3 Report, which is available online

atbarclays.com/annualreport

32    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

LOGO

In 2017 we made significant progress towards our new Group governance structure in preparation for structural reform and the stand up of our ring-fenced bank in 2018, with appointments having been made to both the Barclays UK and Barclays International divisional boards.

LOGO

Dear Fellow Shareholders

In 2017 we made significant progress towards our new Group governance structure in preparation for structural reform and the stand up of our ring-fenced bank in 2018, with appointments having been made to both the Barclays UK and Barclays International divisional boards. We are delighted to welcome the new directors to those boards, led by Sir Gerry Grimstone as Chairman of Barclays International (subject to regulatory approval) and Sir Ian Cheshire as Chairman of Barclays UK (which will become our ring-fenced bank). We continued to refine the details of how the Group Board will interact with those boards and the boards of our other strategically significant subsidiaries, building on the Governance Guiding Principles created in 2016. We look forward to working collaboratively with them to ensure that the roles and responsibilities of each board are clear, while providing effective governance of the Group and protection of shareholder interests.

In view of the significant changes to our Group corporate structure, and always bearing in mind the long term strategy of the Group, the Committee continues to regularly consider our Board composition and succession plans, ensuring it comprises the right balance of diversity, skills and experience to provide the strategic oversight needed to steer the business of the Group. We conducted searches for non-executive Directors in 2017 and were pleased to appoint Matthew Lester and Mike Turner CBE to the Board, in addition to the appointment of Sir Ian Cheshire. Matthew, Mike and Sir Ian each bring with them significant board-level experience and you can find out more about their background and relevant skills and experience that they bring to the Board in their profiles on pages 5 to 6.

I have previously emphasised that it is a key part of our role to be satisfied that there are proper processes in place for executive succession, and this continues to remain another key consideration of the Committee. We closely monitored the status and progress

of the Barclays Talent and Succession strategy, providing input and guidance to management to ensure we attract and retain the best talent for the Group. As a Committee, we also discuss ways in which we can develop and nurture high performing individuals within senior management to strengthen our succession pipeline, including the use ofex officio posts to relevant executive committees to give those individuals exposure to Group matters and leadership.

Our people are the driving force in sustaining our business and we firmly believe in the benefits of having a diverse workforce. I am proud to see the number and variety of diversity and inclusion initiatives we have at Barclays to develop and support colleagues, and ultimately to encourage them to grow their careers with us. While we recognise that diversity is not only about gender, it is nevertheless an important element of diversity and we have set ourselves a target of 33% female representation on the Board by 2020, which as a Board we remain committed to achieving. Please see page 37 for further information about our approach to diversity at both Board and Group Executive Committee levels.

Committee performance

The performance of the Committee was assessed as part of the annual Board effectiveness review and I am pleased to report that the results show that it is performing effectively, with the role and responsibilities of the Committee clear and well understood. One area identified for consideration is that the Committee should be mindful of ensuring that all non-executive Directors receive the same flow of information in relation to decisions and discussions by the Committee, which I will address in my updates to the Board as Chairman of the Board Nominations Committee, and outside of scheduled Board meetings to the extent appropriate. The report on the Board effectiveness review can be found on page 36.

Looking ahead

In 2018 we look forward to the execution of our new Group structure and to the implementation of robust processes providing clear, consistent and effective corporate governance for the Group post-structural reform. Throughout this period of change, the Committee will continue to ensure that we have the right people leading the strategic direction of Barclays, motivating colleagues and sustaining our business over the long term.

John McFarlane

Chairman, Board Nominations Committee

21 February 2018

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    33


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

  Committee allocation of time (%)

  LOGO

    2017     2016 
1 Corporate governance matters   8    20 
2 Board and Committee composition   42    36 
3 Succession planning and talent   33    31 
4 Board effectiveness   11    8 
5 Other   6    5 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. John McFarlane, as Chairman of the Board, is also Chairman of the Committee. Mike Ashley, Tim Breedon, Crawford Gillies, and Sir Gerry Grimstone, being the Chairmen of each of the other Board Committees, and Sir Ian Cheshire (as Chairman of Barclays UK) and Reuben

Jeffery III, are also members of the Committee. Details of the skills and experience of the Committee members can be found in their biographies on pages 5 and 6.

During 2017 there were three meetings of the Committee, including one held at Barclays’ New York offices. Attendance by members at Committee meetings is shown below and the chart to the left shows how the Committee allocated its time. Committee meetings were attended by the Group Chief Executive, with the Group HR Director, the Head of Talent, and the Global Head of Diversity and Inclusion attending as appropriate.

MemberMeetings attended/eligible to attend
John McFarlane3/3
Mike Ashley3/3
Tim Breedon3/3
Crawford Gillies3/3
Sir Gerry Grimstone3/3
Reuben Jeffery III3/3
Sir Ian Cheshire (from 9 May 2017)0/1

*Sir Ian Cheshire did not attend owing to prior commitments, but his views and comments were made available to, and considered by, the Committee.

Committee role and responsibilities

The principal purpose of the Committee is to:

support and advise the Board in ensuring that the composition of the Board and its Committees is appropriate and enables them to function effectively

examine the skills, experience and diversity on the Board and plan succession for key Board appointments, planning ahead to deal with upcoming retirements and to fill any expected skills gaps

provide Board-level oversight of the Group’s talent management programme and diversity and inclusion initiatives

agree the annual Board effectiveness review process and monitor the progress of any actions arising

ensure the Board has appropriate corporate governance standards and practices in place and keep these under review to ensure they are consistent with best practice.

LOGOThe Committee’s terms of reference are available at

home.barclays/corporategovernance

The Committee’s work

The significant matters addressed by the Committee during 2017 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Board and Board Committee compositionThe membership of the Barclays PLC Board and the current and future composition of the Board and its Committees.

  Reviewed the Board skills matrix and discussed the key skills and experience needed on the Board in the context of future strategic direction, including any areas requiring strengthening for skills and succession and conducted a search for non-executive Directors.

  Considered the skills and composition of the Board in a post-structural reform environment.

  Reviewed the membership, size and composition of Board Committees.

The Committee identified the need to appoint an additional non-executive Director with chairman or CEO experience to add further depth to the Board.

During the year it recommended for appointment to the Board Mike Turner CBE, Sir Ian Cheshire (brought on as Chairman of Barclays UK) and Matthew Lester (following the Committee’s previous recommendation of an additional non-executive Director with accounting and auditing experience). The Committee agreed that a search would be conducted for an additional female non-executive Director to promote diversity of gender on the Board and in recognition of the Board’s commitment to achieving 33% female representation on the Board by 2020.

The Committee agreed to review the role, purpose and composition of the Group Board once the Barclays UK and Barclays International Boards were fully constituted and operational as divisional boards. It noted that changes to Board Committee membership may take place once those boards, as well as the Group Service Company board, were operational so that a holistic view can be taken on appropriate memberships and cross-memberships of boards and committees.

Please refer to page 35 for moredetails of the Board’s approach to therecruitment of new Directors.

34    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Board composition of Barclays UK and Barclays International in preparation for the legal entity stand up in 2018 under the structural reform programmeThe composition of the Barclays UK and Barclays International divisional boards.

  Considered the board skills matrix for Barclays UK and Barclays International.

  Considered updates on the establishment of boards of Barclays UK and Barclays International and discussed the suitability of potential candidates identified to join those boards.

The Committee, in reviewing the skills matrices for Barclays UK and Barclays International following appointments to those boards, is of the view that there do not appear to be any skills gaps across the two boards, subject to the recruitment of a non-executive Director with retail banking experience to the Barclays UK board. It discussed opportunities for interaction between the Barclays PLC, Barclays UK and Barclays International boards and agreed to consider opportunities for engagement at board and committee level going forward.

Executive succession planning and talent managementSuccession planning and talent management at Group Executive Committee level.

  Considered updates on, and progress being made against, Barclays’ Talent and Succession strategy, including monitoring diversity within the talent pipeline.

  Discussed updates from the Group HR Director on Group Executive Committee succession plans, including assessing emergency cover, the existing talent pipeline and any potential gaps.

  Considered individuals identified as potential Group Executive Committee successors and discussed next steps for their development.

  Considered the succession plans for the most critical business unit and functional roles and discussed how to develop the high performing individuals identified.

The Committee welcomed the progress made in the Group Executive Committee succession planning, but noted that there was further work to be done in ensuring we are able to recruit and retain the best talent for the Group. It noted that the boards of Barclays UK and Barclays International, once established, would be able to take a more granular view of succession to some of the roles. The Committee also discussed the use ofex officioposts to both the Group Executive Committee and business executive committees to give senior individuals exposure to Group matters as a further way of developing those individuals to ensure a healthy pool of potential candidates in the succession pipeline.

In addition, the Committee covered the following matters:

considered the results of, and the action plan in respect of, the 2016 Board effectiveness review and the process for the 2017 Board and Committee effectiveness review

reviewed and confirmed the effectiveness of the processes for authorising Directors’ conflicts of interests and Directors’ induction and training

considered a report on the effectiveness of the Committee

reviewed the Committee’s terms of reference.

Appointment and re-election of Directors

Board and Board Committee composition is a standing item for consideration at each Committee meeting. This includes the consideration of potential new non-executive Director appointments, both in respect of planned succession for known retirements and as a result of the ongoing review of the skills and experience needed on the Board in order for it to continue to operate effectively.

The Committee frequently considers a skills matrix for the Board, which identifies the core competencies, skills, diversity and experience required for the Board to deliver its strategic aims and govern the Group effectively. Certain attributes identified in the skills matrix have a target weighting attached to them and these are regularly updated over time to reflect the

needs of the Group. The Committee reviews the skills matrix when considering a new appointment to the Board, as well as reviewing the current and expected Board and Board Committee composition. This helps to determine a timeline for proposed appointments to the Board.

When recruiting a new non-executive Director, the specific skills that are needed are identified, for example, an individual with international experience, or recent history serving on a particular board committee. TheCharter of Expectations contains the key competencies and skills expected of non-executive Directors, and these, in addition to other details such as expected time commitment, will be included in an individual specification. The Committee as a whole then considers curriculum vitae and references for potential candidates. Any candidates who are shortlisted will be interviewed by members of the Committee and, if applicable, key shareholders and Barclays’ regulators may be asked to provide feedback on the proposed appointment. The Board is updated on the progress of the recruitment and interview process, and any feedback from the interviews is provided to the Board alongside a recommendation for appointment.

Executive search firms Egon Zehnder and Buchanan Harvey were instructed to assist with the search for non-executive Directors during 2017. Neither firm has any other connection to Barclays, other than to provide recruitment services. Open advertising for

Group Board positions was not used in 2017, as the Committee believes that targeted recruitment is the optimal way of recruiting for Board positions. Both of the firms used for non-executive Director recruitment have signed up to the Voluntary Code of Conduct for Executive Search Firms, which include measures designed to improve gender diversity on boards.

In 2017, Barclays announced the appointments of Sir Ian Cheshire, Matthew Lester and Mike Turner CBE as non-executive Directors, with each Director bringing specific skills and experience to fill the role previously identified by the Committee as well as all having extensive board-level experience (see pages 5 to 6 for details of each Director’s experience and background). Diane de Saint Victor and Steve Thieke both stood down from the Board with effect from the end of the 2017 AGM.

The Directors in office at the end of 2017 were subject to annualan effectiveness review, as described on page 36. Based on the results of the review the Board accepted the view of the Committee that each Director proposed for election or re-election continues to be effective and that they each demonstrated the level of commitment required in connection with their role on the Board and the needs of the business.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    35


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

Review of Board and Board Committee effectiveness

Process

Each year, an evaluation is conducted on the effectiveness of the Board, the Board Committees and individual Directors. Full external evaluations of Board effectiveness have been undertaken in the past two years. In view of the impending new Group corporate structure, following which another external evaluation will be carried out once the structure has had time to settle, the Board decided to focus this year’s review on individual Director performance to monitor the Board’s progress and to inform the agenda of the next full external review process.

Independent Board Evaluation facilitated the effectiveness review for 2016 and was engaged again to conduct the 2017 Board review, also again led by Ffion Hague. Independent Board Evaluation is an independent external consultancy with no other connection to Barclays. Consistent with previous years, Ffion Hague carried out interviews with the Directors to obtain feedback on the effectiveness of the Board throughout 2017.

Independent Board Evaluation issued a report to the Board on the findings of the effectiveness review. In addition, the Chairman was provided with a report and feedback on the performance of each of the

Directors, and the Senior Independent Director received a report on the Chairman.

Following consideration of the findings of the 2017 Board and Committee effectiveness reviews, the Directors remain satisfied that the Board and each of the Board Committees are operating effectively.

Outcomes of 2017 review

Board performance is considered to be improving, with more effective and insightful questions being asked in Board debates and a better balance being struck between support and challenge. In particular, the Directors were positive about:

the preparations for structural reform

project execution, such as the remediation of control issues and preparations for Brexit

the recruitment of high quality new Board members and members for the boards of Barclays UK and Barclays International.

The Directors were also pleased with progress on strengthening the senior executive team and deepening relationships between Directors and key executives. The executive team feels well supported by the Board and is grateful for that support.

Business performance is a concern for Board members, and the Board is focused on improving this within the Group. This will be a particular area of focus in 2018. The

restructuring of the Group in April 2018 is also a significant focus for the Group and regarded as a major challenge. The Board is cognisant of the challenges of ensuring the new Group corporate structure is effective and efficient, and is conscious of the need to maintain good governance overall and minimise duplication. The interaction between the Group Board and the boards of our strategically significant subsidiaries will be closely monitored and thought will be given to identifying opportunities for engagement with subsidiary board members to develop and maintain a good working relationship. The impact of the new structure on Board work and governance will be a key area of review for the 2018 external evaluation of the Board.

Committee effectiveness

The 2017 Board Committee effectiveness review was carried out internally, led by the Company Secretary. A questionnaire was circulated to all Committee members with a report of the findings of the effectiveness review provided to the Chair of each Committee as well as an update to the Board. The conclusion from the Committee reviews is that the Committees are working well, and you can read more about the findings for each Board Committee within each Committee Chairman’s letter.

Progress against 2016 findings

Following the 2016 Board effectiveness review facilitated by Independent Board Evaluation, a number of findings were identified and the summary below sets out the Board’s progress against those actions in 2017.

2016 findingsActions taken/findings in 2017
Board priorities

Create regular broad-based risk oversight Board sessions to allow Directors to look across the risk spectrum.

Schedule a debate on the role of the Board and non-executive Directors and link the conclusions to revised Board objectives to help focus the Board’s agenda.

Time was scheduled for free-ranging discussion around risk, strategy and the Bank’s long term plan during the Board’s annual strategy session.

The review reported that Board discussion was more focused and struck a balance between support and challenge.

Board/executive relationship

Positive and constructive relations between the Board and the new management team were reported.

The review found that the relationship between the Board and executive management deepened during 2017, with executive management feeling well supported.

Optimise communication and collaborationa

Continue to optimise the information flow between Directors in the run-up to structural reform in 2018.

Consider agreeing common values for the Group and the banking subsidiary boards in the new structure.

The Chairman continued to hold meetings with non-executive Directors ahead of Board meetings to brief them on current issues.

Further principles and practices were developed for interaction between the Board and the boards of Barclays UK and Barclays International, building on the Governance Guiding principles created in 2016.

Board appointment process

Continue to refine the Board skills matrix to ensure it aligns with the Group’s strategy and informs the succession plan for key Board roles. Implement more regular reporting to the Board on potential non-executive Directors under consideration.

The Board skills matrix and succession plan were kept under review, with separate skills matrices established for the Barclays UK and Barclays International boards. Board members were updated on recruitment progress and details of potential candidates.

Director induction

Continue to enhance the Director induction process with a focus on providing broader governance training to anyone who has not previously served on a UK PLC board.

The induction programme was reviewed to factor in tailored governance training for new Directors and was extended also to directors of Barclays UK, Barclays International and the Group Service Company.

Reporting to the Boardb

Review reporting arrangements on strategy implementation and review the KPIs or dashboard reports for key initiatives.

The form and content of reporting to the Board was reviewed and refreshed by management to ensure that the Board is provided with appropriate management information on strategy and execution priorities.

Notes

a  In 2016 this finding was named “Greater awareness of Board Committee work”.

b  In 2016 this finding was named “Dealing more strategically with global regulation”.

36    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Diversity on the Board and Group Executive Committee

The Board continues to have regard to the Hampton-Alexander Review recommendations to improve gender diversity among FTSE leadership teams and the Parker Review recommendations on the ethnic diversity of UK boards.

The Committee recognises the importance of ensuring that there is broad diversity inclusive of, but not limited to, gender, ethnicity, geography and business experience on the Board, while continuing to recommend all appointments based on merit in the context of the skills and experience required. Barclays’ approach to Board diversity is set out in full in theBoard Diversity Policy, which can be found online athome.barclays/corporategovernance. OurBoard Diversity Policy recognises that a truly diverse Board will include and make good use of the differences in skills, experience, background, race, gender and other distinctions brought by each Director, with such differences

With regard to ethnic diversity, the Board considers that Barclays is currently well-positioned in terms of representation at Board level and also at Group Executive Committee level when taking into account the Parker Review definition (being “individuals of Black, East Asian, Latin American, Middle Eastern or South Asian ethno-cultural backgrounds”). The Board will continue to monitor the overall diversity of our leadership pipeline to ensure we are attracting the broadest spectrum of leaders to Barclays.

During 2017, the Committee received regular updates from the Global Head of Diversity and Inclusion covering the full spectrum of Barclays’ diversity and inclusion agenda, including the actions being taken regarding dynamic working, colleague inclusion, workforce diversity, mental health awareness and social mobility. The Committee is pleased with the progress being made and discussed ways in which inclusion might be tracked. Management is continuing to work on drawing together indicators across the Group to develop a metric to measure progress on inclusion.

being considered in determining the optimum composition of the Board. When executive search firms are engaged to assist with the recruitment of a new Director, diversity is identified as a key factor. In addition, the external Board evaluation considered diversity when assessing the effectiveness of the Board. The Barclays Board target of 33% female representation among Directors by 2020 is formally reflected in theBoard Diversity Policy as well as being noted in the Board skills matrix. Noting the current gender diversity balance on the Board, and as mentioned earlier in this report, the Committee has commissioned the recruitment of a further female non-executive Director to strengthen the diversity of gender on the Board. Further details about the current diversity balance of the Board can be found on page 4.

The Committee is also mindful of the current gender diversity balance of the Group Executive Committee, but is satisfied with the overall level of diversity across that Committee standing at 33% and with the percentage of women among the direct reports of Group Executive Committee members strengthening our succession pipeline. Further, Barclays is committed to achieving 33% female representation among the Group Executive Committee and their direct reports by 2020, and is currently reporting 25% female representation among this population. In 2017, the Group Executive Committee continued the initiative introduced by the Group Chief Executive in 2016 of having oneex-officio position on the Committee to broaden the scope of perspectives and contributions made, with each appointee serving for a four-month rotation.

LOGO

Further details about the current diversity balance of the Board can be found on page 4. More details on Barclays diversity and inclusion strategy and the progress made can be found on page 47.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    37


Governance: Directors’ report

How we comply

Leadership

As highlighted earlier in this report, the Board of Directors is responsible for promoting the highest standards of corporate governance in Barclays. We act in a way that we consider promotes the success of Barclays for the benefit of shareholders as a whole, and are accountable to the shareholders for creating and delivering sustainable value. We are responsible for setting strategy and overseeing its implementation, and also ensuring that management maintains an effective system of internal control.

For further information about the role of the Board and its responsibilities, together with the Board governance framework, please see page 8.

Roles on the Board

Executive and non-executive Directors share the same duties and are subject to the same constraints. However, in line with the principles of the Code, a clear division of responsibilities has been established. The Chairman is responsible for leading and managing the work of the Board, while responsibility for the day-to-day management of Barclays has been delegated to the Group

Chief Executive. The Group Chief Executive is supported in this role by the Group Executive Committee. Further information on membership of the Group Executive Committee can be found on page 7.

As a Board we have set out our expectations of each Director in Barclays’ Charter of Expectations. This includes role profiles and the behaviours and competencies required for each role on the Board, namely the Chairman, Deputy Chairman, Senior Independent Director, non-executive Directors, executive Directors and Committee Chairmen. The Charter of Expectations is reviewed annually to ensure it remains relevant and up-to-date. It is published onhome.barclays/corporategovernance to ensure that there is complete transparency of the standards we set for ourselves.

Attendance

As members of the Board of Directors we are expected to attend every Board meeting. In 2017, we attended both scheduled and additional Board meetings, as recorded in the table below. The Chairman met privately with the non-executive Directors ahead of each scheduled Board meeting, and if, owing to exceptional circumstances, a Director was not able to attend a Board meeting they ensured that their views were made known to the Chairman in advance of the meeting.

Board Attendance  Independent  

Scheduled
Meetings
eligible

to attend

   Scheduled
Meetings
attended
   %
attendance
   

Additional
Meetings
eligible

to attend

   Additional
meetings
attended
   %
attendance
 
Group Chairman              
John McFarlane  On appointment   8    8    100    7    7    100 
Executive Directors              
Tushar Morzaria  Executive Director   8    8    100    4    4    100 
Jes Staley  Executive Director   8    8    100    4    4    100 
Non-executive Directors              
Mike Ashley  Independent   8    8    100    7    7    100 
Tim Breedon  Independent   8    8    100    7    6    86 
Sir Ian Cheshire  Independent   6    5    83    4    4    100 
Mary Francis  Independent   8    8    100    7    7    100 
Crawford Gillies  Independent   8    7    88    7    7    100 
Sir Gerry Grimstone  Senior Independent Director   8    8    100    7    7    100 
Reuben Jeffery III  Independent   8    8    100    7    7    100 
Matthew Lester  Independent   3    3    100    1    1    100 
Dambisa Moyo  Independent   8    7    88    7    7    100 
Diane Schueneman  Independent   8    8    100    7    7    100 
Mike Turner CBEa  Independent   -    -    n/a            n/a 
Former Directors              
Diane de Saint Victor  Independent   3    3    100    3    3    100 
Steve Thieke  Independent   3    3    100    3    3    100 
Secretary              
Stephen Shapiro      2    2    100            n/a 
Former Secretaries              
Lawrence Dickinson     1    1    100    1    1    100 
Claire Davies      5    5    100    6    6    100 

Note

a Mike Turner CBE joined the Board with effect from 1 January 2018. As part of his induction programme, he attended the December 2017 board meeting.

38    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Board Committee cross-membership

The table below shows the number of cross-memberships of our non-executive Directors across our Board Committees.

   

Board Audit

Committee

  Board Nominations
Committee
  Board Remuneration
Committee
  Board Reputation
Committee

Board Risk  

Committee  

  

 

4

 

  

 

3

  

 

1

  

 

1

Board Reputation   Committee  

  

 

1

 

  

 

2

  

 

2

  

Board Remuneration   Committee  

  

 

2

    

  

 

2

    

Board Nominations   Committee  

  

 

3

    

      

Effectiveness

Composition of the Board

In line with the requirements of the Code, a majority of the Board are independent non-executive Directors. The Board currently comprises a Chairman, who was independent on appointment, two executive Directors and eleven non-executive Directors. We consider the independence of our non-executive Directors annually, using the independence criteria set out in the Code and by reviewing performance against behaviours that we have identified as essential in order to be considered independent. As part of this process, the Board keeps under review the length of tenure of all Directors, which is a factor that is considered as part of its deliberations when determining independence of our non-executive Directors. The independence criteria can be found inCorporate Governance in Barclays athome.barclays/corporategovernance.

The Board Nominations Committee considers Board succession planning and regularly reviews the composition of the Board and the Board Committees to ensure that there is an appropriate balance and diversity of skills, experience, independence and knowledge. The size of the Board is not fixed and may be revised from time to time to reflect the changing needs of the business and the Board Nominations Committee will standconsider the balance of skills and experience of current Directors when considering a proposed appointment.

Each year we carry out an effectiveness review in order to evaluate our performance as a Board, as well as the performance of each of the Board Committees and individual Directors. This annual review assesses whether each of us continues to discharge our respective duties and responsibilities effectively and is considered when deciding whether individual Directors will offer themselves for election or re-election at the 2015 AGM withAGM. More information on the exception2017 Board effectiveness review can be found on page 36.

Our biographies containing our relevant skills and experience, Board Committee membership and other principal appointments can be found on pages 5 and 6. Details of Sir David Walker and Sir John Sunderland, who are retiring fromchanges to the Board at the conclusion of the 2015 AGM.in 2017 and year to date are disclosed on page 3.

Directors’ indemnities

Qualifying third party indemnity provisions (as defined by section 234 of the Companies Act 2006) were in force during the course of the financial year ended 31 December 2014The service contracts for the benefit of the thenexecutive Directors and at the dateletters of this report, are in forceappointment for the benefitChairman and non-executive Directors are available for inspection at our registered office.

Time commitment

We are expected to allocate sufficient time to our role on the Board in order to discharge our responsibilities effectively. This includes attending, and being well-prepared for, all Board and Board Committee meetings, as well as making time to understand the business, meet with executives and regulators, and complete ongoing training. As stated in ourCharter of Expectations, time commitment is agreed with each non-executive Director on an individual basis. Set out below is the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties, powers or office. In addition, the Company maintains Directors’ & Officers’ Liability Insurance which gives appropriate cover for legal action brought against its Directors.

Qualifying pension scheme indemnity provisions (as defined by section 235 of the Companies Act 2006) were in force during the course of the financial year ended 31 December 2014average expected time commitment for the benefitrole of the thennon-executive Directors and at the date of this report areother non-executive positions on the Board. For these additional positions there is an expectation that, in force for the benefit of directors of Barclays Pension Funds Trustees Limited as Trustee of the Barclays Bank UK Retirement Fund. The directors of the Trustee are indemnified against liability incurred in connection with the Company’s activities as Trustee of the retirement fund.

Similarly, qualifying pension scheme indemnities were in force during 2014 for the benefit of Barclays Executive Schemes Trustees Limited as Trustee of Barclays Bank International Zambia Staff Pension Fund (1965), Barclays Capital International Pension Scheme (No.1), Barclays Capital Funded Unapproved Retirement Benefits Scheme, and Barclays PLC Funded Unapproved Retirement Benefits Scheme. The directors of the Trustee are indemnified against the liability incurred in connection with the Company’s activities as Trustee of the schemes above.

Political donationsorder to effectively fulfil extra responsibilities, additional time commitment is required.

The Group did not give any money for political purposes in the UK, the rest of the EU or outside of the EU, nor did it make any political donations to political parties or other political organisations, or to any independent election candidates, or incur any political expenditure during the year.

In accordance with the US Federal Election Campaign Act, Barclays provides administrative support to a federal Political Action Committee (PAC) in the USA funded by the voluntary political contributions of eligible Barclays’ employees. The PAC is not controlled by Barclays and all decisions regarding the amounts and recipients of contributions are directed by a steering committee comprising employees eligible to contribute to the PAC. Contributions to political organisations reported by the PAC during the calendar year 2014 totalled $103,000 (2013: $16,000).

Environment

Barclays Climate Action Programme focuses on addressing environmental issues where we believe we have the greatest potential to make a difference. The Programme focuses on managing our own carbon footprint and reducing our absolute carbon emissions, developing products and services to help enable the transition to a low-carbon economy, and managing the risks of climate change to our operations, clients, customers and society at large. We invest in improving the energy efficiency of our operations and offset the emissions remaining through the purchase of carbon credits. We also have a long-standing commitment to managing the environmental and social risks associated with our lending practices, which is embedded into our Credit Risk processes. A governance structure is in place to facilitate clear dialogue across the business and with suppliers around issues of potential environmental and social risk.

We have disclosed global greenhouse gas emissions that we are responsible for as set out by ‘The Companies Act 2006 Regulations 2013’. We provide fuller disclosure across our carbon emissions within Barclays GRI statement found on our website Barclays.com/citizenship.

 

Current  

Reporting  

Yeara

2014  

Previous  

Reporting  

Yearb

2013  

Comparison  

Yearc

2012  

Global GHG emissionsd

      

Total CO2e (tonnes)

 830,668   968,781   1,060,442  

Scope 1 CO2e emissions (tonnes)e

 49,994   58,176   47,718  

Scope 2 CO2e emissions (tonnes)

 655,426   723,993   822,486  

Scope 3 CO2e emissions (tonnes)f

 125,248   186,612   190,238  

Intensity Ratio

      

Total full time employees (FTE)

 132,300   139,600   139,200  

Total CO2e per FTE (tonnes)

 6.28   6.94   7.62  

Notes

a2014 reporting year covers Q4 2013 and Q1, 2, 3 of 2014. The carbon reporting year is not fully aligned to the financial reporting year covered by the Director’s report. This report is produced earlier than previous carbon reporting to allow us to report within the year end financial reporting timelines.
b2013 reporting year covers Q4 2012 and Q1, 2, 3 of 2013.
c2012 reporting year is the full calendar year (January 2012 – December 2012).
dThe methodology used to calculate our CO2e emissions is the operational control approach on reporting boundaries as defined by the World Resources Institute/World Business Council for Sustainable Development (WRI/WBCSD) Greenhouse Gas Protocol (GHG): A Corporate Accounting and Reporting Standard, Revised Edition. Where properties are covered by Barclays’ consolidated financial statements but are leased to tenants who are invoiced for utilities, these emissions are not included in the Group GHG calculations.
¡Role  Scope 1 covers direct combustion of fuels and company owned vehicles (from UK and South Africa only, which are the most material contributors).Expected time commitment
¡Chairman  Scope 2 covers emissions from electricity and steam purchased for own use.80% of a full time position
¡Deputy Chairman  Scope 3 covers indirect emissions from business travel (global flights and ground transport fromAt least 0.5 days a week
Senior Independent DirectorAs required to fulfil the UK and South Africa. 2014 car hire data covers the USA and India only. Ground transportation data (excluding Scope 1 company cars) covers only countries where this typerole
Non- executive Director30 days a year (membership of transport is material and data is available).one Board Committee included, increasing to 40 days a year if a member of two Board Committees)
Committee ChairmenAt least 60 days a year (including non-executive Director time commitment)

The Chairman must commit to expend whatever time is necessary to fulfil his duties and, while this is expected to be equivalent to 80% of a full time position, his Chairmanship of the Group, and leadership of the Board, has priority over other business commitments. In exceptional circumstances, we are all expected to commit significantly more time to our work on the Board.

Induction

On appointment to the Board, all Directors receive a comprehensive induction which is tailored to the new Director’s individual requirements. The induction schedule is designed to quickly provide the new Director with an understanding of how the Group works and the key issues that it faces. The Company Secretary consults the Chairman when designing an induction schedule, giving consideration to the particular needs of the new Director. When a Director is joining a Board Committee the schedule includes an induction to the operation of that committee.

On completion of the induction programme, the Director should have sufficient knowledge and understanding of the nature of the business, and the opportunities and challenges facing Barclays, to enable them to effectively contribute to strategic discussions and oversight of the Group.

Following their appointment in 2017, Sir Ian Cheshire, Matthew Lester and Mike Turner CBE received induction programmes on joining the Board. In line with normal practice, they met with the Company Secretary, the current non-executive Directors and members of the Group Executive Committee and certain other senior executives.

eFugitive emissions reported in Scope 1 for 2014 & 2013 cover emissions from UK, Americas, Asia-Pacific
Barclays PLC and South Africa. Fugitive emission data for 2012 is not available. Business travel reported in Scope 1 covers company cars in the UK & South Africa. This covers the majority of our employees where we have retail operations with car fleets.
fScope 3 is limited to emissions from business travel which covers global flights and ground transport from the UK and South Africa. 2014 car hire data also covers the USA and India only. Ground transportation data (excluding Scope 1 company cars) covers only countries where this type of transport is material and data is available.Barclays Bank PLC 2017 Annual Report on Form 20-F    39


Governance: Directors’ report

How we comply

ResearchTraining and development

In order to continue to contribute effectively to Board and Board Committee meetings, Directors are regularly provided with the ordinary courseopportunity to take part in ongoing training and development and can also request specific training that we may consider necessary or useful. As part of businessour annual performance review with the Group develops new products and services in each of its business divisions.

Share capital

Share capital structure

The Company has ordinary shares in issue. The Company’s Articles also allow for the issuance of sterling, US dollar, euro and yen preference shares (preference shares). No preference shares have been issued as at 27 February 2015 (the latest practicable date for inclusion in this report). Ordinary shares therefore represent 100% of the total issued share capital as at 31 December 2014 and as at 27 February 2015 (the latest practicable date for inclusion in this report). Details of the movement in ordinary share capital during the yearChairman, we discuss any particular development needs that can be found in Note 31 on page 280.

Voting

Every member who is present in personmet through either formal training or represented at any general meeting of the Company, and who is entitled to vote, has one vote onwith a show of hands. Every proxy present has one vote. The proxy will have one vote for and one vote against a resolution if he/she has been instructed to vote for or against the resolution by different members or in one direction by a member while another member has permitted the proxy discretion as to how to vote. On a poll, every member who is present or represented and who is entitled to vote has one vote for every share held.particular senior executive. In the case of joint holders, only the vote of the senior holder (as determined by order in the share register) or his proxy may be counted. If any sum payable remains unpaid2017, Directors received ongoing training in relation to a member’s shareholding, that member is not entitled to vote that share or exercise any other rightlegal and regulatory developments, including in relation to a meetingthe requirements of, and responsibilities under, the Company unless the Board otherwise determine. If any member, or any other person appearing to be interested in anyUK Senior Managers Regime.

Conflicts of the Company’s ordinary shares, is servedInterest

In accordance with a notice under section 793 of the Companies Act 2006 and does not supplythe Articles of Association the Board has the authority to authorise conflicts of interest. Directors are required to declare any potential or actual conflicts of interest that could interfere with their ability to act in the best interests of the Group. The Company Secretary maintains a conflicts register, which is a record of actual and potential conflicts, together with any Board authorisation of the conflict. The authorisations are for an indefinite period but are reviewed annually by the Board Nominations Committee, which also considers the effectiveness of the process for authorising Directors’ conflicts of interest. The Board retains the power to vary or terminate the authorisation at any time.

Information provided to the Board

The Role Profile for the Chairman, as set out in ourCharter of Expectations, confirms his responsibility for ensuring that members of the Board receive accurate, timely and high-quality information. In particular, we require information about Barclays’ performance to enable us to take sound decisions, monitor effectively and provide advice to promote the success of the Company. Working in collaboration with the Chairman, the Company withSecretary is responsible for ensuring good governance and consults Directors to ensure that good information flows exist and that the Board receives the information requiredit requires in order to be effective.

Throughout the year both the executive Directors and senior executives keep the Board informed of key developments in the notice, thenbusiness through regular reports and updates. These are in addition to the presentations that the Board in its absolute discretion, may direct thatand Board Committees receive as part of their formal meetings. Directors are able to seek independent and professional advice at Barclays’ expense, if required, to enable Directors to fulfil their obligations as members of the Board.

Accountability

Risk Management and Internal Control

The Directors are responsible for ensuring that management maintains an effective system of risk management and internal control and for assessing its effectiveness. Such a system is designed to identify, evaluate and manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

Barclays is committed to operating within a strong system of internal control that enables business to be transacted and risk taken without exposing itself to unacceptable potential losses or reputational damage. Barclays has an overarching framework that sets out the Group’s approach to internal governance,The Barclays Guide, which establishes the mechanisms and processes by which management implements the strategy set by the Board to direct the organisation, through setting the tone and expectations from the top, delegating its authority and assessing compliance.

A key component ofThe Barclays Guide is theEnterprise Risk Management Framework(ERMF). The purpose of the ERMF is to identify and set minimum requirements in respect of the main risks to achieving the Group’s strategic objectives and to provide reasonable assurance that internal controls are effective. The key elements of the Group’s system of internal control, which is aligned to the recommendations ofThe Committee of Sponsoring Organizations of the Treadway Commission, Internal Control – Integrated Framework (2013 COSO), are set out in the risk control frameworks relating to each of the Group’s Principal Risks. As well as incorporating our internal requirements, these reflect material Group-wide legal and regulatory requirements relating to internal control and assurance.

Effectiveness of internal controls

Key controls are assessed on a regular basis for both design and operating effectiveness. Issues arising out of business risk and control assessments and other internal and external sources are examined to identify pervasive themes. Where appropriate, control issues are reported to the Board Audit Committee (BAC). In addition, the BAC receives regular reports from management, Barclays Internal Audit (BIA) and the Finance, Compliance and Legal functions covering, in particular, financial controls, compliance and other operational controls.

Risk management and internal control framework

The ERMF is the Group’s internal control framework, which is refreshed annually. There are eight Principal Risks under the ERMF: Credit risk, Market risk, Treasury and capital risk, Operational risk, Model risk, Reputation risk, Conduct risk and Legal risk.

The BAC formally reviews the system of internal control and risk management annually. Throughout the year ended 31 December 2017 and to date, the Group has operated a system of internal control that provides reasonable assurance of effective operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the Principal Risks facing the Group in accordance with the‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ published by the Financial Reporting Council.

The review of the effectiveness of the system of risk management and internal control is achieved through a four-step approach which is centred on reviewing the effectiveness ofThe Barclays Guide and its component parts:

 

1.Control meetings of the Business and Functional Executive Committees monitor, review and challenge the effective operation of key risk management and control processes, including the results of audits and reviews undertaken by BIA (which include assessments of the Control Environment and Management Control Approach) and examinations and assessments undertaken by our primary regulators, on an ongoing basis as part of the system of risk management and internal control. The remediation of issues identified within the Control Environment is regularly monitored by management and the BAC.

2.Testing of the Control meetings, held by the Executive Committees, provides assurance that the committees are effectively overseeing the Control Environment and associated risk management and internal control processes.

3.The owners of the key governance processes which compriseThe Barclays Guideundertake a review to confirm that processes have been implemented.

4.The annual review of the system of risk management and internal control brings together the results of the activities completed in steps 1 to 3 to ensure that each of the key processes has been effectively reviewed.
 

 

40    |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Governance: Directors’ report

Other statutory information

    

    

 

that member shall not be entitledRegular reports are made to attend or vote at any meetingthe Board covering risks of Group-level significance. The Board Risk Committee and the Board Reputation Committee examine reports covering the Principal Risks as well as reports on risk measurement methodologies and risk appetite. Further details of risk management procedures and potential risk factors are given in the Risk review and risk management sections on pages 75 to 162.

Controls over financial reporting

A framework of disclosure controls and procedures is in place to support the approval of the Company. TheGroup’s financial statements. Specific governance committees are responsible for examining the Groups’ financial reports and disclosures to ensure that they have been subject to adequate verification and comply with applicable standards and legislation. These committees report their conclusions to the BAC which debates its conclusions and provides further challenge. Finally, the Board may further directscrutinises and approves results announcements and the Annual Report, and ensures that ifappropriate disclosures have been made. This governance process ensures that both management and the sharesBoard are given sufficient opportunity to debate and challenge the Groups’ financial statements and other significant disclosures before they are made public.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision of the defaulting member represent 0.25% or moreprincipal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the issued sharespreparation of the relevant class, that dividends or other monies payable on those shares shall be retained by the Company until the direction ceases to have effect and that no transfer of those shares shall be registered (other than certain specified “excepted transfers”). A direction ceases to have effect seven days after the Company has received the information requested, or when the Company is notified that an “excepted transfer” of all of the relevant shares to a third party has occurred, or as the Board otherwise determines.

Transfers

Ordinary shares may be held in either certificated or uncertificated form. Certificated ordinary shares shall be transferred in writing in any usual or other form approved by the Board and executed by or on behalf of the transferor. Transfers of uncertificated ordinary shares shall be madefinancial statements for external reporting purposes in accordance with the Companies Act 2006 and CREST Regulations.

The Board is not bound to register a transfer of partly paid ordinary shares, or fully paid shares in exceptional circumstances approvedInternational Financial Reporting Standards (IFRS) as adopted by the FCA. The Board may also decline to register an instrument of transfer of certificated ordinary shares unless it is duly stampedEuropean Union and deposited at the prescribed place and accompaniedissued by the share certificate(s)International Accounting Standards Board (IASB). Internal control over financial reporting includes policies and such other evidenceprocedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as reasonably required bynecessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorisations of management and the Boardrespective Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.

Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to evidence rightfuture periods are subject to transfer, it isthe risk that internal controls may become inadequate because of changes in respectconditions, or that the degree of one classcompliance with the policies or procedures may deteriorate.

Management has assessed the internal control over financial reporting of shares only,Barclays PLC Group’s and it is in favourBarclays Bank PLC Group’s as of a single transferee or not more than four joint transferees (except31 December 2017. In making its assessment, management utilised the criteria set out in the case2013 COSO framework and concluded that, based on its assessment, the internal control over financial reporting was effective as of executors or trustees31 December 2017. Our independent registered public accounting firm has issued a report on the Barclays PLC Group internal control over financial reporting, which is set out on page 186.

The system of a member).

Preference shares may be represented by share warrantsinternal financial and operational controls is also subject to bearer or beregulatory oversight in registered form. Preference shares represented by share warrants to bearer are transferred by delivery of the relevant warrant. Preference shares in registered form shall be transferred in writing in any usual or other form approved by the Board and executed by or on behalf of the transferor. The Company’s registrar shall register such transfers of preference shares in registered form by making the appropriate entries in the register of Preference shares. Each preference share shall confer, in the event of a winding up or any return of capital by reduction of capital (other than, unless otherwise provided by their terms of issue, a redemption or purchase by the Company of any of its issued shares, or a reduction of share capital), the right to receive out of the surplus assets of the Company available for distribution amongst the members and in priority to the holders of the ordinary shares and any other shares in the Company ranking junior to the relevant series of preference shares and pari passu with any other class of preference shares (other than any class of shares then in issue ranking in priority to the relevant series of preference shares), repayment of the amount paid up or treated as paid up in respect of the nominal value of the preference share together with any premium which was paid or treated as paid when the preference share was issued in addition to an amount equal to accrued and unpaid dividends.

Variation of rights

The rights attached to any class of shares may be varied either with the consent in writing of the holders of at least 75% in nominal value of the issued shares of that class or with the sanction of special resolution passed at a separate meeting of the holders of the shares of that class. The rights of shares shall not (unless expressly provided by the rights attached to such shares) be deemed varied by the creation of further shares ranking equally with them or subsequent to them.

Limitations on foreign shareholders

There are no restrictions imposed by the Articles or (subject to the effect of any economic sanctions that may be in force from time to time) by current UK laws which relate only to non-residents of the UK and which limitoverseas. Further information on supervision by the rights of such non-residentsfinancial services regulators is provided under Supervision and Regulation in the Risk review section on pages 155 to hold or (when entitled to do so) vote the ordinary shares.162.

Exercisability of rights under an employee share schemeChanges in internal control over financial reporting

Employee Benefit Trusts (EBTs) operateThere have been no changes in connection with certainthe Groups’ internal control over financial reporting that occurred during the period covered by this report which have materially affected or are reasonably likely to materially affect the Groups’ internal control over financial reporting.

Remuneration

The Board has delegated responsibility for the consideration and approval of the Group’s Employee Share Plans (Plans). The trusteesremuneration arrangements of the EBTs may exercise all rights attachedChairman, executive Directors, other senior executives and certain Group employees to the sharesBoard Remuneration Committee. The Board as a whole, with the non-executive Directors abstaining, considers annually the fees paid to non-executive Directors. Information on the activities of the Board Remuneration Committee in accordance with their fiduciary duties other than as specifically restricted2017 can be found in the relevant Plan governing documents. The trusteesRemuneration report on pages 51 to 74, which forms part of the EBTs have informed the Company that their normal policy is to abstain from voting in respect of the Barclays shares held in trust. The trustees of the Global Sharepurchase EBT and UK Sharepurchase EBTs may vote in respect of Barclays shares held in the EBTs, but only as instructed by participants in those Plans in respect of their Partnership shares and (when vested) Matching and Dividend shares. The trustees will not otherwise vote in respect of shares held in the Sharepurchase EBTs.

Special rightscorporate governance statement.

There are no persons holding securities that carry special rights with regard to the control of the Company.

Major shareholdersa

Major shareholders do not have different voting rights from those of other shareholders. Information provided to the Company by major shareholders pursuant to the FCA’s Disclosure and Transparency Rules (DTR) are published via a Regulatory Information Service and is available on the Company’s website. As at 31 December 2014, the Company had been notified under Rule 5 of the DTR of the following holdings of voting rights in its shares.

Person interested

Number of 

Barclays 

shares 

 

% of total   

voting rights   

attaching to   

issued share   

capitalb 

Qatar Holding LLCc  813,964,552    6.65   
BlackRock, Incd  822,938,075    5.02   
The Capital Group Companies Ince  817,522,531    4.96   

Notes

aSignificant shareholders for the last 3 years are shown on page318.
bThe percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5 of the DTR.
cQatar Holding LLC is wholly-owned by Qatar Investment Authority.
dTotal shown includes 1,408,618 contracts for difference to which voting rights are attached.
eThe Capital Group Companies Inc (CG) holds its shares via CG Management companies and funds. Part of the CG holding is held as American Depositary Receipts.

Between 31 December 2014 and 27 February 2015 the Company was notified that The Capital Group Companies Incd now holds 861,142,569 Barclays shares, representing 5.22% of the total voting rights attaching to issued share capital.

 

 

|Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    41


 

Governance: Directors’ report

How we comply

 

 

Powers of Directors to issue or buy back the Company’s shares

The powers of the Directors are determined by the Companies Act 2006 and the Company’s Articles. The Directors are authorised to issue and allot shares and to buy-back shares subject to annual shareholder approval at the AGM. Such authorities were granted by shareholders at the 2014 AGM. It will be proposed at the 2015 AGM that the Directors be granted new authorities to allot and buy-back shares.

Repurchase of shares

The Company did not repurchase any of its ordinary shares during 2014 (2013: none). As at 27 February 2015 (the latest practicable date for inclusion in this report) the Company had an unexpired authority to repurchase ordinary shares up to a maximum of 1,635,292,262 ordinary shares.

Change of control

There are no significant agreements to which the Company is a party that are affected by a change of control of the Company following a takeover bid. There are no agreements between the Company and its Directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid.

Going concern

The Group’s business activities and financial position, the factors likely to affect its future development and performance, and its objectives and policies in managing the financial risk to which it is exposed and its capital are discussed in the Risk Management section.

The Directors have assessed, in the light of current and anticipated economic conditions, the Group’s ability to continue as a going concern. The Directors confirm they are satisfied that the Company and the Group have adequate resources to continue in business for the foreseeable future. For this reason, they continue to adopt the ‘going concern’ basis for preparing accounts.

Disclosure of information to auditor

Each Director confirms that, so far as he/she is aware, there is no relevant audit information of which the Company’s auditors are unaware and that each Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. This confirmation is given pursuant to section 418 of the Companies Act 2006 and should be interpreted in accordance with and subject to those provisions.

Directors’ responsibilities

The following statement, which should be read in conjunction with the report of the independent registered public accounting firm set out on page 216, is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the auditors in relation to the accounts.

The Directors are required by the Companies Act 2006 to prepare accounts for each financial year and, with regards to Group accounts, in accordance with Article 4 of the IAS Regulation. The Directors have prepared group and individual accounts in accordance with IFRS as adopted by the EU. The accounts are required by law and IFRS to present fairly the financial position of the Company and the Group and the performance for that period. The Companies Act 2006 provides, in relation to such accounts, that references to accounts giving a true and fair view are references to fair presentation.

The Directors consider that, in preparing the accounts on pages 217 to 223, and the additional information contained on pages 224 to 304, the Group has used appropriate accounting policies, supported by reasonable judgements and estimates, and that all accounting standards which they consider to be applicable have been followed.

Having taken all the matters considered by the Board and brought to the attention of the Board during the year into account, the Directors are satisfied that the annual report and accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.

Directors’ responsibility statement

The Directors have responsibility for ensuring that the Company and the Group keep accounting records which disclose with reasonable accuracy the financial position of the Company and the Group and which enable them to ensure that the accounts comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors, whose names and functions are set out on pages 3 to 5, confirm to the best of their knowledge that:

 Stakeholder engagement

 

(a)

Investor Engagement

The financial statements, prepared in accordanceBoard is committed to promoting effective channels of communication with our shareholders and upholding good corporate governance as a means of building stronger and more engaged relationships with them. Our comprehensive Investor Relations engagement with the applicable set of accounting standards, give a true and fair viewmarket helps us to understand investor views about Barclays, which are communicated regularly to the Board. Our shareholder communication guidelines, which underpin all investor engagement, are available on our website athome.barclays/investorrelations.

Institutional Investors

In 2017, our Investor Relations engagement with institutional investors took place throughout the year, both following our quarterly results as well as outside of the assets, liabilities,reporting cycle. This allowed the opportunity for existing and potential new investors to engage with Barclays regularly, promoting dialogue on longer-term strategic developments as well as on the recent financial positionperformance of the Group.

The Directors, in conjunction with the senior executive team and profit or lossInvestor Relations, participated in varied forms of engagement, including investor meetings, seminars and conferences across many geographic locations, reflecting the diverse nature of our equity and debt institutional ownership. Divisional management also presented extensively to investors, promoting greater awareness and understanding of our operating businesses.

During 2017, discussions with investors were focused on the completion of our restructuring, including the sell down of our interest in Barclays PLCAfrica Group Limited to 14.9% and the undertakings includedclosure of Non-Core in June, as well as our revised Group financial targets and our plans to achieve them within the specified timelines. Investors were also kept informed about progress on structural reform, in particular the set up of the UK ring-fenced bank, which we expect to take place in the consolidation takensecond quarter of 2018.

Investor meetings focused on corporate governance also took place throughout the year, with the Chairman, Senior Independent Director, other Board representatives and the Company Secretary.

We held conference calls/webcasts for our quarterly results briefings and an in-person presentation for our 2016 full year results in March 2017, all hosted by the Group Chief Executive and Group Finance Director. In addition, the Group Finance Director held a

quarterly breakfast briefing for sellside analysts, with a transcript of the discussions uploaded to our website. For fixed income investors we held conference calls at our full year and half year results, hosted by our Group Finance Director and Group Treasurer.

The Investor Relations section of our website is an important communication channel that enables the effective distribution of information to the market in a clear and consistent manner. Executive management presentations, speeches and, where possible, webcast replays are uploaded to our website on a timely basis.

Private Shareholders

During 2017, we continued to communicate with our private shareholders through our shareholder mailings. Shareholders can also choose to sign up to Shareview so that they receive information about Barclays and their shareholding directly by email. On a practical level, over 60,000 shareholders did not cash their Shares Not Taken Up (SNTU) cheque following the Rights Issue in September 2013. In 2017, we continued the tracing process to reunite these shareholders with their SNTU monies and any unclaimed dividends and by the end of the year, we had returned approximately £200,000 to our shareholders, in addition to the £1.65m returned in 2016 and £2.2m in 2015. Each year we launch a Share Dealing Service aimed at shareholders with relatively small shareholdings for whom it might otherwise be uneconomical to deal. One option open to shareholders is to donate their sale proceeds to ShareGift. As a result of this initiative, more than £61,000 was donated in 2017, taking the total donated since 2015 to over £299,000.

Our AGM

The Board and the senior executive team continue to consider our AGM as a whole;key date for shareholder engagement. The AGM provides us with our main opportunity to engage with shareholders, particularly our private shareholders, on the key issues facing the Group and any questions they may have. A number of Directors, including the Chairman, were available for informal discussion either before or after the meeting. All resolutions proposed at the 2017 AGM, which were considered on a poll, were passed with votes “For” ranging from 85.67% to 99.95% of the total votes cast.

The 2018 AGM will be held on Tuesday 1 May 2018 at the QEII Conference Centre in London. The Notice of AGM can be found in a separate document, which is sent out at least 20 working days before the AGM and also made available at

home.barclays/agm. Voting on the resolutions will again be by poll and the results will be announced via the Regulatory News Service and made available on our website on the same day. We encourage any shareholders who are unable to attend on the day to vote in advance of the meeting viahome.barclays/ investorrelations/vote or through Shareview(www.shareview.co.uk).

2017 engagement timeline

LOGO

 

(b)The management report, which is incorporated into the Directors’ Report on pages 3 to
42    includes a fair review of the development and performance of the business and the position of Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

Other statutory information

The Directors present their report together with the audited accounts for the year ended 31 December 2017.

Other information that is relevant to the Directors’ Report, and which is incorporated by reference into this report, can be located as follows:

Page
Employee involvement47
Policy concerning the undertakings included in the consolidation taken as a whole, together with a descriptionemployment of disabled persons48
Financial instruments212
Hedge accounting policy200
Remuneration policy, including details of the principal risksremuneration of each Director and uncertainties that they face.Directors’ interests in shares51
Corporate governance report1
Risk review75
Disclosures required pursuant to Listing Rule 9.8.4R can be found on the following pages:
Page
Long-term incentive schemes81
Waiver of Director emoluments70
Allotment for cash of equity securities251
Waiver of dividends43

By order

Profit and dividends

Statutory loss after tax for 2017 was £894m (2016: profit £2,828m). The final dividend for 2017 of 2.0p per share will be paid on 5 April 2018 to shareholders whose names are on the Register of Members at the close of business on 2 March 2018. With the interim dividend totalling 1.0p per ordinary share, paid in September 2017, the total distribution for 2017 is 3.0p (2016: 3.0p) per ordinary share. The interim and final dividends for 2017 amounted to £509m (2016: £757m).

For 2018, Barclays anticipates resuming a total cash dividend of 6.5p, subject to regulatory approvals.

The nominee company of certain Barclays’ employee benefit trusts holding shares in Barclays in connection with the operation of the BoardCompany’s share plans has lodged evergreen dividend waivers on shares held by it that have not been allocated to employees. The total amount of dividends waived during the year ended 31 December 2017 was £0.68m (2016: £2.6m).

Lawrence DickinsonBarclays understands the importance of the ordinary dividend for our shareholders. Barclays is therefore committed to maintaining an appropriate balance between total cash returns to shareholders, investment in the business, and maintaining a strong capital position. Going forward, Barclays intends to pay an annual ordinary dividend that takes into account these objectives, and the medium-term earnings outlook of the Group. It is also the Board’s intention to supplement the ordinary dividends with additional returns to shareholders as and when appropriate.

Company SecretaryThe Board notes that in determining any proposed distributions to shareholders, the Board will consider the expectation of servicing more senior securities.

2 March 2015

Barclays PLC

Registered

Large Accelerated FilerAccelerated Filer Non-Accelerated Filer Emerging growth company

Barclays Bank PLC

Large Accelerated FilerAccelerated Filer Non-Accelerated Filer Emerging growth company

If an emerging growth company that prepares its financial statements in England, Company No. 48839accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

*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 

Other

*If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  No


SEC Form 20-F Cross reference information
Form 20-F item numberPage and caption references

in this document*

1Identity of Directors, Senior Management and AdvisersNot applicable
2Offer Statistics and Expected TimetableNot applicable
3Key Information

A.  Selected financial data

166, 168, 211, 275-276, 409-410

B.  Capitalization and indebtedness

Not applicable

C.   Reason for the offer and use of proceeds

Not applicable

D.   Risk factors

79-84
4Information on the Company

A.  History and development of the company

162,204 (Note 6), 206 (Note 9), 216 (Note
16), 264 (Note 38), 265-266 (Note 39), 269-
271 (Note 43), 272-274, 388-389,

B.  Business overview

ii (Market and other data), 155-162, 170-180,
201-202 (Note 2), 239-247 (Note 29)

C.   Organizational structure

162, 260-261 (Note 36), 295-300 (Note 45)

D.   Property, plants and equipment

231 (Note 21), 233-234 (Note 23), 236
(Note 25)
4AUnresolved staff commentsNot applicable
5Operating and Financial Review and Prospects

A.  Operating results

79, 82, 143, 155-162, 164-180, 213-215
(Note 15), 239-247 (Note 29), 347

B.  Liquidity and capital resources

100, 113-114, 116, 124-136, 137-143, 192,
213-215 (Note 15), 239 (Note 28), 248-251
(Note 30), 251 (Note 31), 261, 264 (Note 38),
265-266 (Note 39), 343-349, 362-365

C.   Research and development, patents and licenses, etc.

44

D.   Trend information

E.  Off-balance sheet arrangements

239 (Note 28), 261-264 (Note 37), 265-266
(Note 39)

F.   Tabular disclosure of contractual obligations

364-365

G.   Safe harbor

ii (Forward-looking statements)
6Directors, Senior Management and Employees

A.  Directors and senior management

5-6, 286-289

B.  Compensation

51-71, 253-254 (Note 34), 255-259 (Note 35),
267-268 (Note 41), 385, 408

C.   Board practices

5-6, 13, 57-60, 70-71, 72

D.   Employees

47, 48, 170, 173, 177, 178

E.  Share ownership

51-71, 253-254 (Note 34), 267-268 (Note 41),
292-294
7Major Shareholders and Related Party Transactions

A.  Major shareholders

45, 284-285

B.  Related party transactions

179, 267-268 (Note 41), 300, 385, 408

C.   Interests of experts and counsel

Not applicable
8Financial Information

A.  Consolidated statements and other financial information

188-192, 211 (Note 12), 239-247 (Note 29),
251 (Note 31), 195-271, 273, 275-276, 386-
387, 404-406

B.  Significant changes

Not applicable
9The Offer and Listing

A.  Offer and listing details

275-276

B.  Plan of distribution

Not applicable

C.   Markets

275

D.   Selling shareholders

Not applicable

E.  Dilution

Not applicable

F.   Expenses of the issue

Not applicable
10Additional Information

A.  Share capital

Not applicable

B.  Memorandum and Articles of Association

43-46, 272-274

C.   Material contracts

57-60

D.   Exchange controls

279

E.  Taxation

277-279

F.   Dividends and paying assets

Not applicable

G.   Statement by experts

Not applicable

H.   Documents on display

279

I.    Subsidiary information

260-261 (Note 36), 295-300
11Quantitative and Qualitative Disclosure about Market Risk87, 118-121, 143-144, 146-148, 331-337
12Description of Securities Other than Equity Securities

A.  Debt Securities

Not applicable

B.  Warrants and Rights

Not applicable

C.   Other Securities

Not applicable

D.   American Depositary Shares

275-276, 280-281
13Defaults, Dividends Arrearages and DelinquenciesNot applicable
14Material Modifications to the Rights of Security Holders and Use of ProceedsNot applicable


15Controls and Procedures

A.  Disclosure controls and procedures

286

B.  Management’s annual report on internal control over financial reporting

41

C.   Attestation report of the registered public accounting firm

186

D.   Changes in internal control over financial reporting

41
16AAudit Committee Financial Expert12
16BCode of Ethics283
16CPrincipal Accountant Fees and Services19-20, 269 (Note 42), 282
16DExemptions from the Listing Standards for Audit CommitteesNot applicable
16EPurchases of Equity Securities by the Issuer and Affiliated Purchasers46,251
16FChange in Registrant’s Certifying AccountantNot applicable
16G  Corporate Governance283
17Financial StatementsNot applicable (See Item 8)
18Financial StatementsNot applicable (See Item 8)
19ExhibitsExhibit Index

*Captions have been included only in respect of pages with multiple sections on the same page in order to identify the relevant caption on that page covered by the corresponding Form 20-F item number.


LOGO

Positioned for growth,

sharing and success

Barclays PLC and Barclays Bank PLC

2017 Annual Report on Form 20-F


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 2017 to the corresponding twelve months of 2016 and balance sheet analysis as at 31 December 2017 with comparatives relating to 31 December 2016. 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.

The information in this announcement, which was approved by the Board of Directors on 21 February 2018, does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2017, which includes certain information required for the Joint Annual Report on Form 20-F of Barclays PLC and Barclays Bank PLC to the US Securities and Exchange Commission (SEC) and which contain an unqualified audit report under Section 495 of the Companies Act 2006 (which does not make any statements under Section 498 of the Companies Act 2006) will be delivered to the Registrar of Companies in accordance with Section 441 of the Companies Act 2006.

Barclays is a frequent issuer in the debt capital markets and regularly meets with investors via formal road-shows and other ad hoc meetings. Consistent with its usual practice, Barclays expects that from time to time over the coming quarter it will meet with investors globally to discuss these results and other matters relating to the Group.

Certain non-IFRS 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 business’ 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 181 to 183 for further information, reconciliations and calculations of non-IFRS performance measures included throughout this document, and the most directly comparable IFRS measures.

There are a number of key judgement areas, for example impairment calculations, which are based on models and which are subject to ongoing adjustment and modifications. Reported numbers reflect best estimates and judgements at the given point in time.

Key non-IFRS measures included in this document, and the most directly comparable IFRS measures, are:

– Average allocated equity represents the average shareholders’ equity that is allocated to the businesses. The comparable IFRS measure is average equity. A reconciliation is provided on page iii;

– Average allocated tangible equity is calculated as the average of the previous month’s period end allocated tangible equity and the current month’s period end allocated tangible equity. The average allocated tangible shareholders’ equity for the quarter/year is the average of the monthly averages within that quarter/year. Period end allocated tangible equity is calculated as 12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assets for each business, adjusted for CRD IV fully loaded capital deductions, excluding goodwill and intangible assets, reflecting the assumptions the Group uses for capital planning purposes. The comparable IFRS measure is average equity. A reconciliation is provided on page iii;

– Average tangible equity is calculated as the average of the previous month’s period end tangible equity and the current month’s period end tangible equity. Period end tangible equity is calculated as 12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assets, adjusted for CRD IV fully loaded capital deductions, excluding goodwill and intangible assets, reflecting the assumptions the Group uses for capital planning purposes. The average tangible shareholders’ equity for the quarter/year is the average of the monthly averages within that quarter/year. The comparable IFRS measure is average equity. A reconciliation is provided on page iii;

– Basic earnings per ordinary share excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs represents attributable profit excluding the impact of excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs divided by the basic weighted average number of shares in issue. The comparable IFRS measure is basic earnings per share. A reconciliation is provided on page 183;

– Operating expenses excluding UK Bank Levy and litigation and conduct charges represents operating expenses excluding the impact of UK Bank Levy and the impact of charges for litigation and conduct. The comparable IFRS measure is operating expenses. A reconciliation to IFRS is provided on page 183;

– Profit attributable to ordinary equity holders of the parent excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs represents profit/(loss) attributable to ordinary shareholders excluding the impact of charges for litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs. The comparable IFRS measure is attributable profit. A reconciliation to IFRS is provided on page 183;

– Profit before tax excluding impairment of Barclays’ holding in BAGL and loss on sale of BAGL represents profit/(loss) before tax excluding the impairment of Barclays’ holding in BAGL and loss on sale of BAGL. The comparable IFRS measure is profit before tax. A reconciliation to IFRS is provided on page 179;

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
i


– Return on average allocated equity represents the return on shareholders’ equity that is allocated to the businesses. The comparable IFRS measure is return on equity. A reconciliation is provided on page iv;

– Return on average tangible shareholders’ equity excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs BAGL is calculated as profit attributable to ordinary equity holders excluding the impact of charges for litigation and conduct, losses related to Barclays’ sell down of BAGL and the re-measurement of US DTAs BAGL, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average allocated tangible equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page 183;

– Return on average allocated tangible equity is calculated as the annualised statutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average allocated tangible equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page iv;

– Return on average tangible shareholders’ equity is calculated as the annualised statutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average tangible shareholders’ equity. The comparable IFRS measure is return on equity. A reconciliation is provided on page iv;

– Tangible net asset value per share is 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. The components of the calculation have been included on page 183; and

– Transitional CET1 ratio according to FSA October 2012. This measure is calculated by taking into account the statement of the Financial Services Authority, the predecessor of the Prudential Regulation Authority, on CRD IV transitional provisions in October 2012, assuming such provisions were applied as at 1 January 2014. This ratio is used as the relevant measure starting 1 January 2014 for purposes of determining whether the automatic write-down trigger (specified as a Transitional CET1 ratio according to FSA October 2012 of less than 7.00%) has occurred under the terms of the Contingent Capital Notes issued by Barclays Bank PLC on November 21, 2012 (CUSIP: 06740L8C2) and April 10, 2013 (CUSIP: 06739FHK0). Please refer to page 139 for a reconciliation of this measure to CRD IV CET1 ratio.

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. 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, structural reform, 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 and the impact of any regulatory deconsolidation resulting from the sell down of the Group’s interest in Barclays Africa Group Limited, estimates of capital expenditures and plans and objectives for future operations, projected employee numbers, IFRS 9 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. These may be affected by changes in legislation, the development of standards and interpretations under International Financial Reporting Standards including the implementation of IFRS 9, 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 (including with regard to the future structure of the Group) applicable to past, current and future periods; UK, US, Africa, Eurozone and global macroeconomic and business conditions; the effects of continued 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 entities within the Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; the implications of the exercise by the United Kingdom of Article 50 of the Treaty of Lisbon and the disruption that may result in the UK and globally from the withdrawal of the United Kingdom from the European Union 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 future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set forth in the Group’s forward-looking statements. Additional risks and factors which may impact the Group’s future financial condition and performance are identified in our filings with the SEC (including, without limitation, our annual report on form 20-F for the fiscal year ended 31 December 2017), which will be available on the SEC’s website at www.sec.gov.

Subject to our obligations under the applicable laws and regulations of the United Kingdom and the United States 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 Pillar 3 report

This document contains references throughout to Barclays annual risk report, the Pillar 3. Reference to the aforementioned report is made for information purposes only, and information found in said report is not incorporated by reference into this document.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
ii


                                                                                          

 

 Average allocated equitya

  

 

 

 

 

2017

 

£bn

 

 

 

 

  

 

 

 

 

2016

 

£bn

 

 

 

  

 

 

 

 

2015

 

£bn

 

 

 

 Barclays UK   13.6    13.4    13.7 

Corporate and Investment Bank

   24.9    23.2    23.1 
Consumer, Cards and Payments   5.6    5.0    4.0 
 Barclays International   30.5    28.2    27.1 
 Head Officeb   10.6    8.0    3.9 
 Barclays Non-Core   2.4    7.8    11.2 
 Barclays Group   57.1    57.4    55.9 
      
      

 

 Effect of Goodwill and intangibles

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   (4.4)    (4.5)    (4.4) 

Corporate and Investment Bank

   (1.0)    (1.4)    (1.2) 

Consumer, Cards and Payments

   (1.4)    (1.3)    (1.0) 
 Barclays International   (2.4)    (2.7)    (2.2) 
 Head Officeb   (1.4)    (1.4)    (1.3) 
 Barclays Non-Core   (0.0)    (0.1)    (0.3) 
 Barclays Group   (8.2)    (8.7)    (8.2) 
      
      

 

 Average allocated tangible equityc

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   9.1    8.9    9.3 

Corporate and Investment Bank

   24.0    21.9    21.9 

Consumer, Cards and Payments

   4.2    3.6    3.0 
 Barclays International   28.1    25.5    24.9 
 Head Officeb   9.3    6.5    2.6 
 Barclays Non-Core   2.4    7.8    10.9 
 Barclays Group   48.9    48.7    47.7 

Notes

a This table shows the allocation of Group average equity across IFRS reporting segments.

b Includes the Africa Banking discontinued operation.

c This table shows average tangible equity for the Group and average allocated tangible equity for the IFRS reporting segments.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
iii


                                                                                          

 

 Profit/(loss) attributable to ordinary equity holders of the parent

  

 

 

 

 

2017

 

£m

 

 

 

 

  

 

 

 

 

2016

 

£m

 

 

 

  

 

 

 

 

2015

 

£m

 

 

 

 Barclays UK   893    857    (33) 

Corporate and Investment Bank

   269    1,342    1,180 

Consumer, Cards and Payments

   698    1,153    620 
 Barclays International   967    2,495    1,800 
 Head Office   (864)    109    11 
 Barclays Non-Core   (409)    (1,899)    (2,405) 
 Africa Banking discontinued operation   (2,335)    189    302 
 Barclays Group   (1,748)    1,751    (324) 
      
      

 

 Average allocated equitya

  

 

 

 

    

£bn

 

 

 

   £bn    £bn 
 Barclays UK   13.6    13.4    13.7 

Corporate and Investment Bank

   24.9    23.2    23.1 

Consumer, Cards and Payments

   5.6    5.0    4.0 
 Barclays International   30.5    28.2    27.1 
 Head Officeb   10.6    8.0    3.9 
 Barclays Non-Core   2.4    7.8    11.2 
 Barclays Group   57.1    57.4    55.9 
      
      

 

 Return on average allocated equityc

  

 

 

 

    

%

 

 

 

   %    % 
 Barclays UK   6.6%    6.4%    (0.2%) 

Corporate and Investment Bank

   1.1%    5.8%    5.1% 

Consumer, Cards and Payments

   12.5%    23.1%    15.3% 
 Barclays International   3.2%    8.8%    6.6% 
 Barclays Group   (3.1%)    3.0%    (0.6%) 

Notes

a This table shows average equity for the Group and average allocated equity for the IFRS reporting segments.

b Includes the Africa Banking discontinued operation.

c This table shows return on average equity for the Group and return on average allocated equity for the IFRS reporting segments.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
iv


Governance

This section sets out our corporate governance processes and the role they play in supporting the delivery of our strategy, including reports from the Chairman and each of the Board Committee Chairmen.

Directors’ reportPage

UK Corporate Governance Code

Index to disclosures

2

Letter from the Chairman

3

Who we are

Board of Directors

5

Group Executive Committee

7

What we did in 2017

Board report

8
Board Audit Committee report11
Board Risk Committee report22
Board Reputation Committee report27

Board Nominations Committee report

33

How we comply

38

Other statutory information

43

People

47

Remuneration report

51

LOGO

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    1


Governance: Directors’ report

UK Corporate Governance Code – index to disclosures

“The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.”

The UK Corporate Governance Code

The UK Corporate Governance Code (the Code) is not a rigid set of rules. It consists of principles (main and supporting) and provisions. The Listing Rules require companies to apply the main principles and report to shareholders on how they have done so.

You can find our disclosures as follows:

Leadership

Page

Every company should be headed by an effective board which is collectively responsible for the long-term success of the company.

Board of Directors

5

Composition of the Board

39

There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No one individual should have unfettered powers of decision.

Roles on the Board

38

The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.

Roles on the Board

38

As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.

Roles on the Board

38

Effectiveness

Page

The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.

Board of Directors

5

Board Diversity

4

There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.

Appointment and re-election of Directors

35

All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.

Attendance

38

Time commitment

39

All directors should receive an induction on joining the board and should regularly update and refresh their skills and knowledge.

Induction

39

Training and development

40

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.

Information provided to the Board

40

The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.

Review of Board and Board Committee effectiveness

36

All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.

Composition of the Board

39

Appointment and re-election of Directors

35

Accountability

Page

The board should present a fair, balanced and understandable assessment of the company’s position and prospects.

Risk management

77

The board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.

Risk management and internal control

40

The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting, risk management and internal control principles, and for maintaining an appropriate relationship with the company’s auditors.

Board Audit Committee report

11

Accountability

40

Remuneration

Page

Executive directors’ remuneration should be designed to promote the long-term success of the company. Performance-related elements should be transparent, stretching and rigorously applied.

Remuneration report

51

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.

Remuneration report

51

Relations with shareholders

Page

There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.

Stakeholder engagement

42

The board should use general meetings to communicate with investors and to encourage their participation.

Stakeholder engagement

42
 

2    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

Chairman’s introduction

LOGO

Throughout this period of activity and change, your Board has been providing critical oversight of executive management to oversee the successful execution of the Group’s long term strategy.

LOGO

Dear Fellow Shareholders

Welcome to my 2017 corporate governance report. In my Chairman’s letter in the Strategic report, I highlighted the significant milestones and achievements for Barclays in 2017, including the further sell-down of our interest in Barclays Africa Group Limited, the closure of Barclays Non-Core, progress towards the establishment of our ring-fenced bank in 2018 as well as preparations for the UK’s departure from the EU. Throughout this period of activity and change, your Board has been providing critical oversight of executive management to oversee the successful execution of the Group’s long term strategy.

I firmly believe and have often said that the role of the Board is to create long term, sustainable value for our shareholders. In order to do this, we must have a robust corporate governance framework, providing systems of checks and controls to ensure accountability and drive better decision-making, and also policies and practices which ensure that the Board and its Committees operate effectively. Part of this is creating an environment which encourages a constructive relationship between the Board and executive management to enable an appropriate level of debate, challenge and support in the decision-making process. I am pleased to report that in 2017 your Board and executive management continued to demonstrate this dynamic as we worked together in executing strategy.

The impending changes to our Group corporate structure following structural reform has been a significant area of focus for the Board in 2017 and no doubt will continue to be at the forefront of our minds in 2018. After approving for appointment Sir Gerry Grimstone as the Chairman of Barclays International and Sir Ian Cheshire as the Chairman of Barclays UK, we worked closely with both of them to recruit high quality candidates to build the boards of those two entities. Our aim is to ensure that corporate governance within Barclays is in line with best practice for FTSE100 companies and as a Board we will work hard to ensure that our governance framework is always providing the

strong foundation needed for effective management of the Group.

Board changes in 2017

Through the Board Nominations Committee, we are always considering whether we have the right mix of individuals on the Board, providing an appropriate balance and diversity of skills, experience and perspectives. It is important that it is inherent within the composition of the Board that a broad range of perspectives and views are able to be provided which are representative of our customers, clients and employees as the foundations of our bank. In addition, we are also regularly thinking about Board succession planning and ensuring we have a strong pipeline of directors to steer the Group over the long-term. With this in mind, we brought on three new non-executive Directors in 2017: Sir Ian Cheshire, Matthew Lester and Mike Turner CBE, all of whom have significant board-level experience and bring specific sector and technical expertise to your Board. During 2017, Diane de Saint Victor and Steve Thieke, both non-executive Directors, left the Board and I thank them on behalf of the Board for their contributions and service.

With the changes in 2017, our current female representation on the Board sits at 21%. Last year I reported that we set ourselves a Board diversity target of having 33% female representation on the Board by 2020. We are conscious that our gender diversity balance on the Board has fallen from 2016, but remain committed to achieving the target that we have set. Ensuring diversity of gender, as well as diversity in its other forms such as ethnicity, is built into our governance processes around Board composition and succession planning, and you can read more about this in the Board Nominations Committee report on pages 33 to 37.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    3


Governance: Directors’ report

Chairman’s introduction

Conduct, culture and values

The Board also actively supports diversity throughout the Group. To attract and retain the best talent, we need to create an environment in which colleagues can thrive, develop and achieve their ambitions. I am very proud of the initiatives that we have at Barclays to encourage diversity and support inclusion among colleagues. Most recently, we launched a campaign aimed at increasing mental health awareness as Barclays aims to become a “mental health confident” organisation, and we are delighted that our Chief Internal Auditor, Sally Clark, is the Executive sponsor for “Be Well”, our well-being initiative. Everything we do at Barclays is underpinned by theBarclays Values and Purpose, and we must act with respect, transparency and integrity in our interactions with stakeholders and with each other to create the right culture, and encourage the right behaviours by colleagues, across the Group. With that framework, we can build and maintain the trust and confidence of our stakeholders and the market.

An important part of our strategy in relation to cultural progress and embedding ourBarclays Values is our citizenship strategy, the Shared Growth Ambition, where our long-term aim is to create and grow a collection of products, services and partnerships that improve the lives of people in the communities that we serve. In 2017 we launched Barclays’ “green bonds” as part of our support for the transition to a sustainable and low carbon economy. This was the first green bond issued by a UK bank using UK assets, and you can read more about this in Barclays’ Strategic report. Initiatives like this not only enable us to contribute meaningfully to society, but also enable us to better understand the environment in which we operate and our wider societal obligations, supporting the Board’s objective of delivering sustainable returns to shareholders.

LOGOYou can read more about the
Shared Growth Ambition at
home.barclays/citizenship

Stakeholder views

As a Board we are conscious of the impact that our business and decisions have on our customers, clients and employees as well as our wider societal impact. It is through an appreciation of our stakeholders that we can create a strategy aimed at delivering sustainable returns to our shareholders over the long term. The Board is supported in this role by the Board Reputation Committee, which monitors key indicators across the areas of conduct, culture, citizenship and customer satisfaction, as well as Barclays’ reputation and events that occur which may impact the trust in our brand.

The Board receives information about, and engages with, our various stakeholders throughout the year and one of the most important dates in our calendar is our Annual General Meeting, which gives the Board an opportunity to meet our shareholders and hear their views. During the year the Board is kept informed of shareholder views through regular

updates from the Head of Investor Relations, as well as the views of employees through the results of the BarclaysYour View employee opinion surveys. Another key stakeholder of Barclays is our regulators, and during 2017 the Board invited representatives of our regulators to attend meetings to hear directly their views and expectations of Barclays. All of these views form the context in which Board decision-making takes place and feeds into the considerations and debate when determining the Group’s strategy.

Board effectiveness

To deliver our strategy and achieve the delivery of long-term, sustainable value for shareholders requires an effective Board. It is an important part of my role as Chairman to satisfy myself that the Board – both collectively and its individual members – operates effectively. Each year, we conduct a self-assessment of our performance with the aid of an independent facilitator. As part of this process, I receive a report on the performance of our individual Directors, and our non-executive Directors, led by our Senior Independent Director, have the opportunity to review my performance. I am pleased to report that the results of the findings showed that your Board and its Committees are still operating effectively. There are, of course, areas to work on and challenges ahead once the new Group structure is crystallised following the stand-up of our new ring-fenced bank in 2018. Ensuring that there is clear accountability and delineated responsibilities in the new structure, not just between boards but also between committees and between the boards and the executive team, will be a key focus for us in 2018. You can read more about the findings and the review process undertaken for 2017 on page 36.

Looking ahead

2018 will be another pivotal year for Barclays with the execution of our new Group corporate structure, and I look forward to working closely with the boards of Barclays UK and Barclays International to embed a strong framework to ensure clear, effective and consistent corporate governance. We will continue to work closely with executive management on improving performance within the Group’s businesses, without losing sight of the need to constantly be acting in line with the Barclays Values and Purpose to build on and retain the trust and confidence of our customers, clients, employees. Together with your Board, we remain focused on working hard to execute the Group’s strategy in order to create sustainable long-term value for our shareholders.

John McFarlane

Chairman

21 February 2018

Board diversity

The Board has a balanced and diverse range of skills and experience. All Board appointments are made on merit, in the context of the diversity of gender, skills, experience and background required to be effective.

Balance of non-executive Directors:

executive Directors

LOGO

Gender balance

LOGO

Length of tenure

(Chairman and non-executive Directors)

LOGO

1 0-3 years6
2 3-6 years4
3 6-9 years2
Industry experience

(Chairman and non-executive Directors)*

1 Financial Services12 (100%)
2 Political/regulatory experience12 (100%)
3 Current/recent Chair/CEO5 (42%)
4 Accountancy/auditing2 (17%)
5 Operations and Technology1 (8%)
6 Retail/marketing1 (8%)
International experience**

(Chairman and non-executive Directors)*

1 International (UK)10 (83%)
2 International (US)2 (17%)
3 International (Rest of the World)2 (17%)

Note

*Individual Directors may fall into one or more categories
**In relation to Board experience based on the location of the headquarters/registered office of a company

4    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

Who we are – Board of Directors

Board of Directorsa

Barclays understands the importance of having a Board with the right balance of skills, experience and diversity, and the composition of the Board is regularly reviewed by the Board Nominations Committee. The skills and experience of the current Directors and the value they bring to the Barclays Board are highlighted below.

LOGO

Full biographies can be accessed online via

www.home.barclays/investorrelations

LOGO

  John McFarlane

  Chairman

  Appointed:

  1 January 2015

Relevant skills and experience

John is Chairman of Barclays PLC and Barclays Bank PLC. He is a senior figure in global banking and financial services circles having spent over 40 years in the sector.

John is currently chairman of TheCityUK and a member of the Financial Services Trade and Investment Board and the European Financial Round Table. Other current non-executive directorships include Westfield Corporation, Old Oak Holdings Limited and The International Monetary Conference. John was previously chairman of Aviva plc where he oversaw a transformation of the company FirstGroup plc, and the Australian Bankers Association. He was also a non- executive director of The Royal Bank of Scotland, joining at the time of the UK government rescue. Prior to that he was CEO of Australia and New Zealand Banking Group Limited for 10 years, group executive director of Standard Chartered and head of Citibank in the UK.

Other current appointments

Member of Cranfield School of Management Advisory Board; Member of Institut International d’Etudes Bancaires; Member of the President’s Committee Confederation of British Industry

Committees

Nominations (Chairman)

LOGO

  Jes Staley

  Group Chief

  Executive

  Appointed:

  1 December 2015

Relevant skills and experience

Jes joined Barclays as Group Chief Executive on 1 December 2015. He has nearly four decades of extensive experience in banking and financial services. He worked for more than 30 years at JP Morgan, initially training as a commercial banker, later advancing to the leadership of major businesses involving equities, private banking and asset management and ultimately heading the company’s Global Investment Bank. Jes is currently a member of the Institute of International Finance and formerly served as managing partner at BlueMountain Capital. These roles have provided him with a vast experience in leadership and he brings a wealth of investment banking knowledge to Barclays’ Board.

Other current appointments

None

Committees

None

 

LOGO

  Sir Gerry Grimstone

  Deputy Chairman and   Senior

  Independent Director

  Appointed:

  1 January 2016

Relevant skills and experience

Sir Gerry brings to the Board a wealth of investment banking, financial services and commercial experience gained through his senior roles at Schroders and his various board positions. Sir Gerry has global business experience across the UK, Asia, the Middle East and the US. Sir Gerry has significant experience as a non-executive director and chairman. He is currently the chairman of Standard Life Aberdeen plc, independent non-executive board member of Deloitte NWE LLP, board adviser to the Abu Dhabi Commercial Bank and the lead non-executive at the Ministry of Defence.

Other current appointments

Financial Services Trade and Investment Board

Committees

Nominations, Reputation (Chairman)

LOGO

  Mike Ashley

  Non-executive

  Appointed:

  18 September 2013

Relevant skills and experience

Mike has deep knowledge of auditing and associated regulatory issues, having worked at KPMG for over 20 years, where he was a partner. Mike was the lead engagement partner on the audits of large financial services groups including HSBC, Standard Chartered and the Bank of England. While at KPMG, Mike was Head of Quality and Risk Management for KPMG Europe LLP, responsible for the management of professional risks and quality control. He also held the role of KPMG UK’s Ethics Partner.

Other current appointments

ICAEW Ethics Standards Committee; International Ethics Standards Board for Accountants; Chairman, Government Internal Audit Agency; Charity Commission

Committees

Audit (Chairman), Nominations, Risk, Reputation

aFull Director biographies can be found on pages 286 to 288

LOGO

  Tim Breedon CBE

  Non-executive

  Appointed:

  1 November 2012

Relevant skills and experience

Tim joined Barclays after a distinguished career with Legal & General, where, among other roles, he was the group chief executive until June 2012. Tim’s experience as a CEO enables him to provide challenge, advice and support to the executive on performance and decision-making.

Tim brings to the Board extensive financial services experience, knowledge of risk management and UK and EU regulation, as well as an understanding of the key issues for investors.

Other current appointments

Marie Curie; Chairman, Apax Global Alpha Limited; Chairman, The Northview Group

Committees

Audit, Nominations, Remuneration, Risk (Chairman)

LOGO

  Sir Ian Cheshire

  Non-executive

  Appointed:

  3 April 2017

Relevant skills and experience

Sir Ian joined Barclays in April 2017 as a non-executive Director and the Chairman of Barclays UK. From his lengthy executive career including his time as Group Chief Executive of Kingfisher plc, Sir Ian brings to the Board substantial business experience particularly in the international retail sector, as well as experience in sustainability and environmental matters. He holds strong credentials in leadership as well as being highly regarded by the Government for his work with various Government departments.

Other current appointments

Business Disability Forum President’s Group; Debenhams plc; Maisons du monde; Menhaden plc; lead non-executive director for the Government

Committees

Nominations

LOGO

  Mary Francis CBE

  Non-executive

  Appointed:

  1 October 2016

Relevant skills and experience

Mary has extensive board-level experience across a range of industries. She is a non-executive director of Swiss Re Group and Ensco plc and was formerly senior independent director of Centrica and a non-executive director of the Bank of England, Aviva and Alliance & Leicester. She held senior executive positions in the UK Treasury and Prime Minister’s Office and in the City as Director General of the Association of British Insurers. She brings to Barclays strong understanding of the interaction between public and private sectors and skills in strategic decision-making and all aspects of board governance.

Other current appointments

Advisory Panel of The Institute of Business Ethics

Committees

Remuneration, Reputation

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    5


Governance: Directors’ report

Who we are – Board of Directors

LOGO

  Crawford Gillies

  Non-executive

  Appointed:

  1 May 2014

Relevant skills and experience

Crawford has extensive business and management experience, gained with Bain & Company and Standard Life plc. These roles have provided him with experience in strategic decision-making and knowledge of company strategy across various sectors and geographical locations.

Crawford has also held board and committee chairman positions during his career, notably as chairman of the remuneration committees of Standard Life plc and MITIE Group PLC and is a senior independent director at SSE plc.

Other current appointments

Chairman, The Edrington Group Limited

Committees

Audit, Nominations, Remuneration (Chairman)

LOGO

  Reuben Jeffery III

  Non-executive

  Appointed:

  16 July 2009

Relevant skills and experience

Reuben has extensive financial services experience, particularly within investment banking and wealth management, through his role as CEO and president of Rockefeller & Co. Inc. and Rockefeller Financial Services Inc. and his former senior roles with Goldman Sachs, head of the European Financial Institutions Group. His various government roles in the US, including as chairman of the Commodity Futures Trading Commission and as undersecretary of state, provides Barclays’ Board with insight into the US political and regulatory environment.

Other current appointments

Advisory Board of Towerbrook Capital Partners LP; Financial Services Volunteer Corps; The Asia Foundation

Committees

Nominations, Risk

LOGO

  Matthew Lester

  Non-executive

  Appointed:

  1 September 2017

Relevant skills and experience

Matthew joined Barclays as a non-executive Director in September 2017 and contributes strong financial management and regulatory experience to the Board, having held a number of senior finance roles across a range of business sectors, including financial services. Most recently was chief financial officer of Royal Mail Group. Matthew’s financial expertise enables him to analyse effectively complex reporting and risk management processes. He is currently a non-executive director of Man Group plc and Capita plc, where he also chairs the audit and risk committees of both companies.

Other current appointments

None

Committees

Audit, Risk

LOGO

  Tushar Morzaria

  Group Finance Director

  Appointed:

  15 October 2013

Relevant skills and experience

Tushar joined Barclays in 2013 having spent the previous four years in senior management roles with JP Morgan Chase, most recently as the CFO of its Corporate & Investment Bank. Throughout his time with JP Morgan he gained strategic financial management and regulatory relations experience. Since joining the Barclays Board he has been a driving influence on the Group’s cost reduction programme and managing the Group’s capital plan, particularly in response to Structural Reform.

Other current appointments

Member of the 100 Group main committee

Committees

None

LOGO

  Dambisa Moyo

  Non-executive

  Appointed:

  1 May 2010

Relevant skills and experience

Dambisa is an international economist and commentator on the global economy, having completed a PhD in economics. Dambisa has a background in financial services and a wide knowledge and understanding of African economic, political and social issues, in addition to her experience as a director of companies with complex, global operations. She served as a non-executive director of SABMiller plc (2009-2016) and Seagate Technology (2015-2017).

Other current appointments

Chevron Corporation; Barrick Gold Corporation

Committees

Remuneration, Reputation

LOGO

  Diane Schueneman

  Non-executive

  Appointed:

  25 June 2015

Relevant skills and experience

Diane joined Barclays after 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, and latterly for IT, operations and client services worldwide. She brings a wealth of experience in managing global, cross-discipline business operations, client services and technology in the financial services industry. Diane is a member of the board of Barclays US LLC, Barclays’ US intermediate holding company and chair of Barclays Services Limited.

Other current appointments

None

Committees

Audit, Risk

LOGO

  Mike Turner CBE

  Non-executive

  Appointed:

  1 January 2018

Relevant skills and experience

Mike has considerable business and board level experience gained from his lengthy career with BAE Systems PLC where he was CEO as well as his non-executive positions. He has a strong commercial background and experience in strategy and operational performance culture. Mike brings significant leadership and strategic oversight experience to the Board, particularly from his roles as chairman of Babcock International Group PLC and GKN Plc.

Other current appointments

Member of the UK Government’s Apprenticeship Ambassadors Network

Committees

Reputation

Company Secretary

LOGO

  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 the UK. Stephen has extensive experience in corporate governance, legal, regulatory and compliance matters. Stephen has also previously served as Chairman of the ICC UK’s Committee on Anti-Corruption as well as on working groups of the GC100, providing business input into key areas of legislative and policy reform.

6    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

Who we are – Group Executive Committee

Group Executive Committeea

LOGO

Biographies for Jes Staley, Group Chief Executive, and Tushar Morzaria, Group Finance Director, who are members of the Group Executive Committee, which is chaired by Jes Staley, can be found on pages 5 and 6.

LOGO

  Paul Compton

  Group Chief Operating   Officer

LOGO

  Bob Hoyt

  Group General Counsel

LOGO

  Laura Padovani

  Interim Group Chief   Compliance Officer

LOGO

  Tristram Roberts

  Group Human   Resources Director

Group Executive Committee meetings are also attended on a regular basis by the Chief Internal Auditor, Sally Clark, and by an ex-officio member, drawn from senior management. The current ex-officio member is Barry Rodrigues, Head of Barclaycard International.

LOGO

  Tim Throsby

  President, Barclays

  International and Chief

  Executive Officer,

  Corporate and

  Investment Bank

LOGO

  Ashok Vaswani

  CEO, Barclays UK

LOGO

  C S Venkatakrishnan

  Chief Risk Officer

aExecutive Committee biographies can be found on pages 288 to 289

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    7


Governance: Directors’ report

What we did in 2017

Board report

The Role of the Board

The Board of Directors is responsible for promoting the highest standards of corporate governance in Barclays.

LOGO

Further details about our corporate governance framework, policies and

Board responsibilities can be found online at home.barclays/corporategovernance

We act in a way that we consider promotes the success of Barclays for the benefit of shareholders as a whole, and are accountable to the shareholders for creating and delivering sustainable value. It is our responsibility as the Board to ensure that management not only delivers on short-term objectives, but promotes the long-term growth of Barclays. Our corporate governance framework embeds what we believe are the right culture, values and behaviours throughout the Group and supports our role in determining strategic objectives and policies.

In addition to setting strategy and overseeing its implementation, we are also responsible for ensuring that management maintains an effective system of internal control. An effective system of internal control should provide assurance of effective and efficient operations, internal financial controls and compliance with law and regulation. In meeting this responsibility, we consider what is appropriate for the Group’s business and

reputation, the materiality of financial and other risks and the relevant costs and benefits of implementing controls. See page 40 for further details on those systems of controls.

The Board is the decision-making body for matters that, owing to their strategic, financial or reputational implications or consequences, are considered significant to the Group. A formal schedule of powers reserved to the Board ensures that our control of these key decisions is maintained. A summary of the matters reserved to the Board can be found athome.barclays/corporategovernance. It includes the approval of appointments to the Board, Barclays’ strategy, financial statements, capital expenditure and any major acquisitions, mergers or disposals.

Board Committees

The main Board Committees are the Board Audit Committee, the Board Nominations Committee, the Board Remuneration Committee, the Board Reputation Committee

and the Board Risk Committee. Pursuant to authority granted under our Articles of Association, each Board Committee has had specific responsibilities delegated to it by the Board. Further information on the role and activities of each of the Board Committees can be found in this report on pages 11 to 37 and in their individual terms of reference, which have been approved by the Board and are available athome.barclays/corporategovernance.

In addition, the Regulatory Investigations Committee was formed in 2012 and focused on providing Board-level oversight of regulatory investigations. In 2017, this Committee was disbanded with residual matters being brought under the oversight of the Board Audit Committee or falling directly under the Board’s oversight, as appropriate.

You can read more about what the Board and each of the Board Committees did during 2017 on the following pages.

LOGO

8    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


LOGO

Strategic goalsPrincipal risks

Strategy formulation and monitoring

Debated and provided input to management on the formulation of overall Group strategy, and reflected on the Group strategy with longer term views on what could be done to accelerate returns and build capital. The topics covered include:LOGOLOGO

    potential growth opportunities, and key trends and risks, for Barclays UK and Barclays International

     constraints and risks to strategy execution, including economic assumptions, expected regulatory requirements on capital and solvency ratios, anticipated changes to accounting rules including IFRS 9, investor expectations, and potential impacts for clients and customers

    a strategic approach to costs optimisation, including analysing the impact on costs of different structural initiatives such as product redesign and automation

    impact of continuing legacy conduct issues on capital requirements and profit targets

    options for the location of Barclays’ operations in Europe, driven by the EU Referendum result.

Discussed regular updates from the Group Chief Executive on the progress being made against the Group’s 2017 execution priorities and capital targets, received insights on stakeholder, employee and cultural matters (including results from employee opinion surveys), and updates on items of focus for the Group Executive Committee.LOGOLOGO
Considered the strategy, and assessed the progress of execution of strategy, in the businesses within each of Barclays UK and Barclays International.LOGOLOGO
Monitored the progress of the sell down of the Group’s remaining interest in Barclays Africa Group Limited.LOGOLOGO
Monitored the progress of the rundown and subsequent closure of Barclays Non-Core.LOGOLOGO
Monitored the progress of the Group’s execution of its structural reform programme – see the case study on page 10 for further details.LOGOLOGO
Monitored the potential implications of the UK’s preparations to leave the EU following the EU Referendum result; approved and monitored progress of the expansion of Barclays Bank Ireland’s operations in preparation for Brexit – see the case study on page 10 for further details.LOGOLOGO

Finance, including capital and liquidity

Debated and approved the Group’s Medium Term Plan for 2017-2019.LOGOLOGO
Regularly assessed financial performance of the Group and its main businesses through reports from the Group Finance Director.LOGOLOGO
Reviewed and approved Barclays’ financial results prior to publication, including approving final and interim dividends.LOGOLOGO
Discussed market and investor reaction to Barclays’ strategic and financial results announcements, with insights provided by the Head of Investor Relations.LOGOLOGO
Provided input, guidance and advice to senior management on the high-level shape of Barclays’ 2018-2020 Medium Term Plan and subsequently approved the final plan.LOGOLOGO

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    9


Governance: Directors’ report

What we did in 2017

Board report

Strategic goalsPrincipal risks

Governance and risk, including regulatory issues

Debated and approved the 2017 risk appetite for the Barclays Group.LOGOLOGO
Regularly assessed Barclays’ overall risk profile and emerging risk themes, hearing directly from the Chief Risk Officer and the Chairman of the Board Risk Committee.LOGOLOGO
Received reports on Barclays’ operational and technology capability, including specific updates on cyber risk capability and the strategy for technology and infrastructure services.LOGOLOGO
Approved the Group’s 2017 Recovery Plan and US Resolution Plan.LOGOLOGO
Invited representatives of Barclays’ UK and US regulators to meetings to enable the Board to hear first-hand about regulatory expectations and their specific views on Barclays.LOGOLOGO
Considered and debated proposals for the establishment of a programme to further enhance Barclays’ management information framework across all businesses and entities within the Group.LOGOLOGO
Discussed and received regular updates directly from the Chief Controls Officer on the Group’s internal controls and framework, and monitored progress of the Barclays Internal Control Enhancement Plan (the programme for remediation of identified risk and control issues).LOGOLOGO
Considered regular updates from the Group General Counsel on the legal and regulatory risks and issues facing Barclays –refer to note 29 in the financial statements.LOGOLOGO
Considered matters relating to Board succession and approved appointments to the Board and Board Committees.
Received and considered regular updates from the Chairmen of the Board’s principal Board Committees on the matters discussed at Board Committee meetings. See the reports of each Board Committee set out on the following pages for further details.LOGOLOGO
Received regular updates (following the establishment of each respective board) from the Chairs of the Barclays UK and Barclays International divisional boards and the Group Service Company.LOGOLOGO
Considered updates on views of major shareholders, particularly in the period leading up to the 2017 Annual General Meeting.LOGOLOGO
Discussed the Board and Committee governance framework in the context of structural reform, and considered significant developments in UK corporate governance and other corporate governance matters.
Considered the results of the 2016 Board effectiveness review and proposed action plan, and considered the process for and findings of the 2017 Board effectiveness review. See page36 for further details of this process and the findings for 2017.LOGOLOGO
Other, including compensation
Considered progress on Barclays’ talent and succession planning (and hosted receptions for key talent within the Group), and received updates on the Bank’s diversity and inclusion initiatives, including from the Chairman of the Board Nominations Committee.LOGOLOGO
Considered and approved the 2017 incentive funding pools for the Group and allocation among each business and function – see the Remuneration report on pages51 to 74 for further details.LOGOLOGO

Governance in Action – Structural reform and Brexit

Execution of structural reform

The execution of our structural reform programme was a significant focus for the Group in 2017 as we move towards the legal entity stand up of our ring-fenced bank in 2018. Building on from the work carried out in 2016, the Board continued to closely monitor and evaluate progress on the execution of the programme in 2017. Specific matters addressed by the Board included the following:

  overseeing the establishment of the Group Service Company, which was launched on 1 September 2017

  monitoring the stakeholder communications plan (including, in particular, the communications plan for customers and employees)

  considering regular updates on migrating sort codes with a focus on any potential impact on customers and clients

  overseeing and approving various transfers of assets and liabilities among Barclays Group entities including establishing a Committee to provide appropriate Board-level oversight of the processes involved

  with the support of the Board Nominations Committee, debating the composition of, and appointments to each of, the boards of Barclays UK, Barclays International and the Group Service Company and discussing the appropriate governance arrangements for the new Group structure.

Preparations for Brexit

Another area of focus for the Board was preparations for the impact of the UK’s exit from the EU. Barclays has created an internal programme specifically in relation to the planning and preparation for Brexit. The Board debated potential EU hubs for Barclays’

European operations and decided to pursue expansion in Ireland where we have been operating for over 40 years and have an existing banking licence held by Barclays

Bank Ireland. Specific matters considered by the Board included debating the feasibility of a significant expansion of Barclays Bank Ireland’s operations, the transfer of capital and resources to Barclays Bank Ireland and assessing the progress being made with applications for the necessary regulatory licensing requirements with the relevant authorities.

The successful completion of the Group’s structural reform programme and further progress on our Brexit plans will continue to be areas of focus for the Board in 2018.

10    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

LOGO

Solid progress has been made in turning the controls enhancement programme into a ‘business as usual’

activity, with an emphasis on achieving sustainable

progress.

LOGO

Dear Fellow Shareholders

In writing this report I have reflected on how Barclays has been working to embed the significant strategic changes put in place during 2016 while responding to new challenges driven by the external landscape, in particular the delivery of Structural Reform and preparation for Brexit.

As I reported in 2017, the Committee continues to consider a critical part of its role to be ensuring that the commitment to strengthening Barclays’ control environment is maintained throughout this transformational period. My Committee colleagues and I have been encouraged by the increased rigour applied to oversight of the Group control environment following the creation of the Chief Controls Office at the end of 2016. This has given the Committee greater clarity and transparency regarding thematic control environment issues impacting the Group, and has helped to highlight areas of the business where there may be a concentration of issues and where focus on remediation is required. Regular updates on the overall control environment framework have also continued to be provided to the Board over the course of the year, underlining the importance that the Board of Barclays places on this programme of activity.

Solid progress has been made in turning the controls enhancement programme into a ‘business as usual’ activity, with an emphasis on achieving sustainable progress. The Committee has observed heightened focus and attention across the organisation on the importance of having robust processes in place across the business to self-identify controls issues and ensure that there are effective remediation plans in place for which senior management are accountable. The embedding of the Chief Controls Office as part of the first line of management within the organisation has also been helpful in delineating more clearly for the organisation the respective roles of the second and third lines of defence. The controls office has taken over the co-ordination of the Risk and Control Self-Assessment process and this will

continue to be an area of focus in 2018 as management develops a more detailed, granular self-assessment process which should assist in proactively identifying controls which require remediation. Further details may be found in the Risk Management and Internal Control section on page 40.

The Committee has continued to engage with senior management regarding areas of controls weaknesses in their businesses and has received presentations from a number of different areas of the organisation on the actions taken to address unsatisfactory audit reports.

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

The Committee has continued to oversee the performance and effectiveness of internal and external audit, the main independent assurance mechanisms that serve to protect shareholders’ interests.

I continue to hold regular meetings with the Chief Internal Auditor and members of her senior management team to ensure I am aware of current work programmes and any emerging issues. I also agreed the Chief Internal Auditor’s objectives and the outcomes of her performance assessment and remuneration. The Committee also held a networking event with Barclays Internal Audit (BIA) during 2017, enabling Committee members to meet on a less formal basis with senior members of the BIA management team.

During 2017, the Committee continued to monitor closely the implementation of the action plan to address the recommendations arising from the review undertaken by the PRA of BIA to increase its effectiveness.

The Chartered Institute of Internal Auditors requires an independent external review of

internal audit functions to be carried out at least every five years and during 2017, the Committee commissioned an independent external quality assessment of BIA, further details of which may be found on page 19. The Committee was satisfied with the conclusions drawn in the report, while noting that there were a number of areas for potential development. The Committee considered that the need for a period of stability and consolidation within BIA would be particularly important to embedding existing initiatives and the Committee will continue to monitor this and other recommendations during 2018. In preparation for Structural Reform, BIA has aligned its audit planning and reporting to the new legal entity structure.

The Committee continued to exercise its responsibility for ensuring the integrity of Barclays’ published financial information by debating and challenging the critical judgements and estimates made by management. The exercise of appropriate judgement in preparing the financial statements is critical in ensuring that Barclays reports to its shareholders in a fair, balanced and transparent way. During the course of 2017, the Committee oversaw Barclays’ transition to KPMG as Barclays’ statutory auditor which was approved by shareholders at the 2017 annual general meeting. The lead audit partner is Guy Bainbridge who has held this role since KPMG’s appointment as the Group’s auditor. KPMG has brought fresh challenge and insight not only on accounting judgements and policies but also on financial controls which the Committee has found valuable. The report that follows sets out details of the material matters considered by the Committee since my last report. One of the key developments in accounting policy in 2017 has been Barclays’ preparation for the implementation of the IFRS 9 impairment standard on 1 January 2018. The Committee reviewed the guidance note to non-executive Directors from the PRA in relation to IFRS 9 implementation and was comfortable that the areas highlighted by the PRA were being

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    11


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

addressed. Further details of the Committee’s consideration of the judgements and financial impacts relating to the implementation of the new standard may be found in the ‘Governance in Action’ section of the Committee report on page 21.

I have continued to hold the role of Whistleblower’s Champion, a position required by the FCA to be held at Board level. As champion, I continue to have specific responsibility for the integrity, independence and effectiveness of the Barclays’ policies and procedures on whistleblowing, including the procedures for protecting employees who raise concerns from detrimental treatment. As Whistleblower’s Champion and as Chairman of the Committee, I have been involved in overseeing the implementation of the suggested enhancements following the benchmarking review undertaken in 2017 at the request of the Board of Barclays.

Responsibility for the oversight of litigation, investigation and competition matters has transitioned to the Committee, in line with the Committee’s existing responsibility for the oversight of matters related to disclosure and provisioning. The Committee has received regular updates on these matters from the Group General Counsel, with matters of particular significance to the Group continuing to be subject to oversight by the Board of Barclays.

I attended meetings of the IHC audit committee to gain a first-hand insight into the issues being addressed by that committee and have held regular meetings with the chairmen elect of the Barclays UK and Barclays International audit committees. The chairmen or chairmen elect of all those entities have attended at least one Committee meeting during 2017. I also met frequently with other members of senior management, including the Group Finance Director, and continued my engagement with Barclays’ regulators both in the UK and US. I have reported regularly on the activities of the Committee to the Board of Barclays.

Committee performance

The Committee’s performance during 2017 was assessed as part of an internal committee effectiveness review. The conclusion of my Board colleagues and standing attendees at Committee meetings was that the Committee is regarded as operating effectively and the Board takes assurance from the quality of the Committee’s work. It is considered well constituted with the right balance of skills and experience. The main area identified for improvement was the need to manage a demanding agenda efficiently so that time is allocated to the most significant items for discussion.

Last year’s review commented on the need to strengthen the depth of financial and accounting expertise on the Committee via new appointments, which I am pleased was addressed through the appointment of Matthew Lester to the Committee when he joined the Board of Barclays in September 2017. The review also highlighted the need to ensure that the way in which the Committee works with the Board Reputation and Board Risk Committees continues to capture all significant issues effectively while minimising any overlap. I continued to work closely with my fellow Board Committee chairmen during 2017, particularly with the Board Risk Committee chairman in order to clarify the responsibility of the respective committees for operational risk issues, which each Committee has a role in overseeing.

You can read more about the outcomes of the Board effectiveness review on page 36.

Looking ahead

In 2018, in addition to overseeing management’s progress in continuing to embed the role of the Chief Controls Office and the Group’s management of controls remediation, the Committee will be focusing on some significant accounting issues, including in particular, monitoring the impact of IFRS 9 and the resultant disclosures. The Committee is looking forward to working with the audit committees of Barclays UK and Barclays International as we discharge our responsibilities and focus on ensuring efficient and effective coverage of the business under the new group structure. We have already agreed an allocation of responsibilities, and embedding the necessary reporting and information flows across the three audit committees to ensure all of them can discharge their responsibilities efficiently will be a key area of focus.

Mike Ashley

Chairman, Board Audit Committee

21 February 2018

Committee allocation of time (%)

LOGO

      2017    2016
1 Control issues    11*        23
2 Business control environment    15        19
3 Financial results    33        36
4 Internal audit matters     25        11
5 External audit matters      8          6
6 

Other

(incl governance

and compliance)

      8          4

*The time allocation in 2017 has reduced following the streamlining of the reporting of control issues through the Chief Controls Office.
The increased time allocation to internal audit matters in 2017 reflects the role of the Committee in (i) overseeing the recommendations arising from the review undertaken by the PRA of Barclays Internal Audit to increase its effectiveness, and (ii) the independent external quality assessment of Barclays Internal Audit which was commissioned by the Committee in 2017.

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors, with membership designed to provide the breadth of financial expertise and commercial acumen it needs to fulfil its responsibilities. Its members as a whole have experience of the banking and financial services sector in addition to general management and commercial experience. Mike Ashley, who is the designated financial expert on the Committee for the purposes of the US Sarbanes-Oxley Act, is a former audit partner who during his executive career acted as lead engagement partner on the audits of a number of large financial services groups. Following the Board’s finding that the Committee could be strengthened by the appointment of an additional member with direct accounting and auditing experience, Matthew Lester was appointed to the Board and Committee with effect from 1 September 2017. During his executive career, Matthew held a number of senior finance roles across a range of business sectors, including financial services, and most recently was the Chief Financial Officer of Royal Mail Group. You can find more details of the experience of Committee members in their biographies on pages 5 and 6.

The Committee met 10 times in 2017 and the chart above shows how it allocated its time. Meetings are generally arranged well in advance and are scheduled in line with Barclays’ financial reporting timetable. One additional meeting was arranged to select an appropriate service provider for the independent review of Barclays Internal Audit and to undertake an early review of particular issues relevant to the financial statements. Committee meetings were attended by management, including as required the Group

12    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Chief Executive, Group Finance Director, Chief Internal Auditor, Chief Controls Officer, Chief Risk Officer, Chief Operating Officer, General Counsel and Head of Compliance, as well as representatives from the businesses and other functions. The lead audit partner of KPMG (the Group’s external auditor), Guy Bainbridge, attended all Committee meetings since January 2017. The Committee held a number of private sessions with each of the Chief Internal Auditor or the lead audit partner, which were not attended by management. The lead audit partner of PwC, the Group’s previous external auditor, attended meetings until the end of February 2017 to deliver its final audit report to the Committee on the 2016 financial statements before PwC resigned as the Group’s statutory auditor.

MemberMeetings attended/eligible to attend

Mike Ashley

10/10

Tim Breedon

10/10

Crawford Gillies

10/10

Diane Schueneman*

8/10

Matthew Lester

(from 1 September 2017)

1/3

*Did not attend due to personal circumstances.
Did not attend owing to existing commitments with other boards (the Committee meeting dates were set before Matthew joined the Board).

Committee role and responsibilities

The Committee is responsible for:

assessing the integrity of the Group’s financial reporting and satisfying itself that any significant financial judgements made by management are sound

evaluating the effectiveness of the Group’s internal controls, including internal financial controls

scrutinising the activities and performance of the internal and external auditors, including monitoring their independence and objectivity

overseeing the relationship with the Group’s external auditor

reviewing and monitoring the effectiveness of the Group’s whistleblowing procedures

overseeing significant legal and regulatory investigations, including the proposed litigation statement for inclusion in the statutory accounts.

LOGO

The Committee’s terms of

reference are available at

home.barclays/corporategovernance.

The Committee’s work

The significant matters addressed by the Committee during 2017 and in evaluating Barclays’ 2017 Annual Report and financial statements, are described on the following pages.

Financial statement reporting issues

The Committee’s main responsibility in relation to Barclays’ financial reporting is to review with both management and the external auditor the appropriateness of Barclays’ financial statements, including quarterly results announcements and half-year and annual financial statements and supporting analyst presentations, with its primary focus being on:

the quality and acceptability of accounting policies and practices

any correspondence from financial reporting regulators in relation to Barclays’ financial reporting

material areas where significant judgements have been made, along with any significant assumptions or estimates, or where significant issues have been discussed with or challenged by the external auditor

an assessment of whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess Barclays’ position and performance, business model and strategy.

Accounting policies and practices

The Committee discussed reports from management in relation to the identification of critical accounting judgements and key sources of estimation uncertainty, significant accounting policies and the proposed disclosure of these in the 2017 Annual Report. Following discussions with both management and the external auditor, the Committee approved the critical accounting judgements, significant accounting policies and disclosures, which are set out in note 1, ‘Significant accounting policies’, to the consolidated financial statements.

There was one significant change in accounting policy during the period which was the early adoption of IFRS 9 (Financial Instruments) in relation to own credit, resulting in the recognition of fair value movements through the Statement of Comprehensive Income. Further information regarding this change can be found in note 1 to the consolidated financial statements. Two new significant accounting standards became effective from 1 January 2018, IFRS 9 (Financial Instruments) and IFRS 15 (Revenue Recognition). Further information regarding these changes can be found in note 1 to the consolidated financial statements. During 2017, the Committee was regularly updated on Barclays’ preparations for the implementation of IFRS 9, in particular in relation to the new expected loss model which represents a fundamental change in approach

to impairment. The Committee discussed with management the key technical decisions and interpretations required and Barclays’ approach to these. Further details of the Committee’s role in overseeing the Group’s IFRS 9 preparations can be found on page 21, ‘Governance in Action’.

Financial reporting regulators and Barclays

The Committee from time to time considers comment letters and papers from external bodies including the SEC and the Financial Reporting Council (FRC). In that regard, the Committee considered the following:

The FRC’s Year-End Advice Letter to Audit Committee Chairs and Finance Directors which highlighted key developments for 2017/18 annual reports.

The FRC’s Annual Review of Corporate Reporting which summarised key characteristics of good corporate reporting for the 2017/18 reporting year.

The PRA note of advice to Non-executive Directors regarding IFRS 9 implementation which set out a series of questions for consideration to ensure audit committees were well prepared for the transition and its implications.

The Committee sought to ensure that Barclays took due account of the matters raised in the letters and papers described above in its external reporting and has sought to enhance and clarify relevant disclosures.

The Committee from time to time considers comment letters from the SEC in relation to its reviews of Barclays’ Annual Report and other publicly filed financial statements. Such comment letters and Barclays’ responses are made publicly available by the SEC on its website, www.sec.gov, once it has closed each such review. Barclays received one comment letter from the SEC during 2017 requesting clarification from the SEC in relation to its 2017 half year filing. Barclays responded to clarify the queries raised by the SEC. The letter did not raise any material concerns or disclosure items.

Significant judgements and estimates

The significant judgements and estimates and actions taken by the Committee in relation to the 2017 Annual Report and financial statements are outlined below. The significant judgements and estimates are broadly comparable in nature to prior years. Each of these matters was discussed with the external auditor during the year and, where appropriate, have been addressed n the Auditors’ Report on pages 186 to 187.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    13


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

Area of focusReporting issueRole of the CommitteeConclusion/action taken

Conduct provisions

(refer to Note 27 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 Payment Protection Insurance (PPI).

 Regularly analysed the judgements and estimates made with regard to Barclays’ provisioning for PPI claims, taking into account forecasts and assumptions made for PPI complaints and actual claims experience for Barclays and the industry as a whole, including the volume of invalid PPI claims.

 Debated the impact on the future range of provisions arising from (i) the FCA’s introduction of August 2019 as the timebar on claims, (ii) the PPI marketing campaign, and (iii) the progress of the proposed fee cap on the submission of PPI complaints by Claims Management Companies which is being considered by the UK Parliament.

 Evaluated proposed additional provisions for PPI, considering whether the total provision is within the modelled range of future outcomes, and whether the external auditor agreed with management’s analysis and approach.

 Monitored the position on provisions for alternative PPI (card protection and payment break plan insurance) and considered whether further provisions were required.

The Committee and management continue to monitor closely any changes in customer or claims management companies’ behaviour in light of the FCA timebar and marketing campaign and the ongoing impact of the Plevin case. Having regard to the actual claims experience over 2017 the Committee agreed with management’s assessment that the current provision of £1,600m was appropriate. The Committee noted that this estimate remains subject to significant uncertainty in particular regarding the level of valid customer claims that may be received in the period to August 2019. In this context the Committee was satisfied that sensitivities to the key variables were appropriately disclosed.

Legal, competition

and regulatory

provisions

(refer to Notes 27 to 29

to the financial

statements)

Barclays is engaged in various legal, competition and regulatory matters. The extent of the impact on Barclays of these matters cannot always be predicted, but matters can give rise to provisioning for contingent and other liabilities depending on the relevant facts and circumstances. 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.

 Assessed management’s judgements and estimates of the levels of provisions to be taken and the adequacy of those provisions, based on available information and evidence.

 Considered the adequacy of disclosure, recognising that any decision to set provisions involves significant judgement.

The Committee discussed provisions and utilisation. 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.

Valuations

(refer to Notes 14 to 18

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, including the Group’s Education, Social Housing and Local Authority (ESHLA) portfolio.

 Evaluated reports from Barclays Valuations Committee, with particular focus on the matters below.

 Monitored the valuation methods applied by management to significant valuation items, including the ESHLA portfolio, a valuation disparity with a third party in respect of a specific long-dated derivative portfolio, and the approach to the marking of Own Credit.

 Monitored and discussed the impact of negative interest rates on derivative valuation.

 Considered the treatment of the re-integration of Non-Core residual operations into the core business.

The Committee discussed these matters and agreed that a minor modification be made to the valuation of the specific long-dated derivative portfolio where there existed significant valuation disparity. This did not result in a material change to the fair value recorded by the Group. The Committee noted that, following efforts by management to restructure derivative agreements impacted by negative interest rates, any residual uncertainty was now insignificant.

14    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusReporting issue Role of the CommitteeConclusion/action taken

Impairment

(refer to Note 7 to the

financial statements)

Where appropriate, Barclays models potential impairment performance, allowing for certain assumptions and sensitivities, the size, particularly where to agree allowances for credit impairment, including agreeing the timing of the recognition of any impairment and estimating forbearance has been granted.

 Assessed impairment experience against forecast and whether impairment provisions were appropriate.

 Evaluated credit impairment reports (reviewed by the Group Impairment Committee) presented by the Chief Risk Officer.

 Considered a report from the Chief Risk Officer on the position in the US Cards portfolio and monitored the position to determine whether increase in impairment would be required.

 Considered a report from the Group Impairment Committee on the adequacy of loan impairment allowances as at 31 December 2017, including assessing internal and external trends, methodologies and key management estimates.

The Committee reviewed model adjustments made by management to ensure that impairment allowances were set at appropriate and adequate levels. The Committee reviewed the impairment charge in Barclaycard US arising in the third quarter from the asset sale in the first quarter. The Committee also reviewed three material single name charges in the Corporate Bank.

The committee agreed that the provision levels for impairment were appropriate.

Tax

(refer to Note 10 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.

 Evaluated the appropriateness of tax risk provisions to cover existing tax risk.

 Confirmed the forecasts and assumptions supporting the recognition and valuation of deferred tax assets was in line with Barclays Medium Term Plan.

 Monitored the impact to Barclays of the new US framework for tax legislation covering a broad range of tax proposals which was enacted on 22 December 2017 and which had a substantial impact on the measurement of the Group’s US deferred tax assets. The Committee also considered the potential impact of the Base Erosion Anti-abuse Tax (BEAT) which was introduced as part of the new legislation.

The Committee reviewed Barclays’ global tax risk and associated provisions for the full year and noted that the level of tax provisions remained at about the same level, although the amount of gross tax risk was assessed as slightly reduced.

In relation to the treatment of deferred tax assets the Committee noted that those due to US tax losses (£1,520m) are forecast to be utilised by 2019 which is significantly earlier than the first expiry date of 2028.

The Committee agreed with management’s view that it was appropriate not to take account of any potential future BEAT liabilities in the measurement of the deferred tax assets. It noted that this would be in line with recent US GAAP pronouncements and as disclosed management is also continuing to assess the full impact to the Group of the complex provisions in the new US legislation.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    15


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

Area of focusReporting issueRole of the CommitteeConclusion/action taken

Fair, balanced and understandable reporting

(including country-by-country reporting and Pillar 3 reporting)

Barclays is required to ensure that its external reporting is fair, balanced and understandable. The Committee undertakes an assessment on behalf of the Board in order to provide the Board with assurance that it can make the statement required by the UK Code on Corporate Governance.

 Assessed, through discussion with and challenge of management, including the Group Chief Executive and Group Finance Director, whether disclosures in Barclays’ Annual Report and other financial reports were fair, balanced and understandable.

 Evaluated reports from Barclays’ Disclosure Committee on its assessment of the content, accuracy and tone of the disclosures.

 Established through reports from management that there were no indications of fraud relating to financial reporting matters.

 Evaluated the outputs of Barclays’ internal control assessments and Sarbanes-Oxley s404 internal control process.

 Assessed disclosure controls and procedures.

 Confirmed that management had reported on and evidenced the basis on which representations to the external auditors were made.

Having evaluated all of the available information and the assurances provided by management, the Committee concluded that the processes underlying the preparation of Barclays’ published financial statements, including the 2017 Annual Report and financial statements, were appropriate in ensuring that those statements were fair, balanced and understandable.

In assessing Barclays’ financial results statements over the course of 2017, the Committee specifically addressed and provided input to management on the disclosure and presentation of:

 the classification of Barclays’ holding in Barclays Africa as an available for sale asset with effect from 1 June 2017

 the closure of Barclays Non-Core business and the reintegration of the remaining businesses and portfolio

 the Group Finance Director’s presentations to analysts

 the level of segmental reporting.

The Committee recommended to the Board that the 2017 Annual Report and financial statements are fair, balanced and understandable.

16    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Other significant matters

Apart from financial reporting matters the Committee has responsibility for oversight of the effectiveness of Barclays’ internal controls, the performance and effectiveness of BIA and

the performance, objectivity and independence of the external auditor. The most significant matters considered during 2017 are described in the table below.

Area of focusMatter addressedRole of the CommitteeConclusion/action taken

Internal control

Read more about the Barclays’ internal control and risk management processes on

page 40.

The effectiveness of the overall control environment, including the status of any material control issues and the progress of specific remediation plans.

 Evaluated and tracked the status of the most material control issues identified by management via regular reports from the Chief Controls Officer, assessed against the new Controls Maturity Model created as part of the Barclays Internal Controls Enhancement Programme (BICEP).

 Evaluated the status of specific material control issues and associated remediation plans, including in particular those relating to model risk, resilience, cyber, compliance, technology, credit risk, transaction operations and data management which remained open as at December 2017 and which were reported as ‘on track’ to return to satisfactory status within agreed timeframes.

 Considered the second line of defence role in the oversight of operational risk controls, including financial controls over operational risk.

 Evaluated reports on the internal control environment from the external auditor.

 Discussed lessons learned from specific control incidents and how these could be applied to Barclays’ business globally.

 Assessed the progress of the enhancements being made to Barclays’ risk and control self-assessment (RCSA) process.

 Clarified the role and responsibilities of the Committee in relation to the split of responsibility for operational risk between the Committee and the Board Risk Committee.

The Committee welcomed the positive change in approach that the BICEP programme had driven across the business, notably that the first line of defence was now more focused on proactively self-identifying control issues rather than waiting for them to be highlighted by the second or third lines of defence. The Committee continued to emphasise the importance of a disciplined self-assessment by management.

The Committee provided feedback on the reporting of material control issues, requesting further detail regarding completion dates, key milestones and current status for significant remediation projects to enable closer monitoring and help drive accountability at the appropriate management level.

The Committee challenged the application of the lessons learned process in view of the low level of coverage of significant control incidents. Management has taken steps to enhance the process and ensure compliance. Going forward this will be tracked by the Chief Controls Office.

The Committee has continued to use the output from the RCSA process in its review of the control environment. While providing a reasonable overview of the control environment, the Committee welcomes management’s plans to put in place a more granular process which should provide greater visibility on controls requiring remediation and associated risks. This approach was piloted in 2017 and will be rolled out across the Group in 2018.

The effectiveness of the control environment in each individual business, including the status of any material control issues and the progress of specific remediation plans.

 Assessed reports on individual businesses and functions on their control environment, questioned the heads of the relevant businesses or functions on control concerns and scrutinised any identified control failures and closely monitored the status of remediation plans or workstreams to enhance the respective control environments.

 Received updates directly from senior management, and scrutinised action plans, in relation to remediation plans following unsatisfactory audit findings.

 Reviewed updates from management on the Designated Market Activity (DMA) remediation plan which addresses Barclays’ regulatory commitments to the Fed and other US and UK regulators in relation to sales and trading practices across the FX Rates and other markets related business areas.

The Committee received deep dive control environment presentations from Barclays International and Barclays UK. These provided further detail of management’s assessment of the business unit control environment and key areas of focus, including key controls hot spots for the businesses.

The Committee also received a number of presentations from business heads following unsatisfactory audit reports. The Committee challenged the business regarding their role in identifying the control issues and requested confirmation from management regarding the remediation programme, timeframe and accountability for delivery and which are subsequently monitored.

The Committee was encouraged that the level of resources being devoted to the DMA programme now shows that it is on track to meet its milestones.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    17


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
The effectiveness of the control environment in the Chief Operating Office (COO) and the status and remediation of any material control issues.

 Scrutinised on a regular basis the COO control environment, taking the opportunity to directly challenge and question functional leaders, including the Chief Operating Officer on the progress of remediation plans.

 Clarified the Committee’s ongoing responsibility for the oversight of controls matters relating to the Group Service Company.

 The Committee received a deep dive control environment presentation from the Chief Information Officer regarding Technology control issues.

The Committee was pleased to note continuing progress over 2017 to address control issues in accordance with the agreed timescales.

The Committee also received updates on the following matters:

 Data

 Security of Secret and Confidential Data (SSCD)

 Client Assets and Money (CASS), and

  Payments.

The adequacy of the Group’s arrangements to allow employees to raise concerns in confidence without fear of retaliation and the outcomes of any substantiated cases.

 Considered the results of the “Your View Survey” in relation to employee views on their ability to safely speak up in their business/ function and whether they could report instances of dishonest or unethical behaviour without fear.

 Received an update on enhancements to Barclays’ whistleblowing programme following the announcement of the PRA/FCA investigations and the outcome of the independent review that was commissioned by the Board.

 Monitored instances of retaliation reports and whether any instances had been substantiated.

 Monitored whistleblowing metrics, including case load and case ageing.

The Committee discussed the importance of ongoing dialogue and regular training to ensure that the route for escalations was clear and cases were directed to the relevant team for investigation and resolution.

The Committee supported the focus on training both to colleagues on the channels available, and also managers on how to handle whistleblowing issues. The Committee also emphasised the importance of sharing positive outcomes of whistleblowing incidents where possible.

The Committee was pleased to note that volumes of cases remain proportionate to Barclays’ size and footprint.

As Whistleblowing Champion, the Chairman of the Committee made an annual report to the Board on whistleblowing matters.

Internal auditThe 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.

 Scrutinised and agreed internal audit plans and methodology and deliverables for 2017 and the first half of 2018, including reviewing the number of audits for delivery following the alignment of the Audit Universe to Barclays new structure following Structural Reform.

 Monitored BIA’s response to feedback received from the PRA as part of its review of internal audit, including independence and impact, quality and weight of resources, productivity and methodology.

 Monitored delivery of the agreed audit plans, including assessing internal audit resources and hiring levels and any impacts on the audit plan and reviewing the reasons for the postponement of audits in greater depth.

 Debated audit risk appetite and issue validation.

 Tracked the levels of unsatisfactory audits, including discussing the time taken to issue audit reports and the reasons for any delays.

 Discussed BIA’s assessment of the management control approach and control environment in Barclays UK, Barclays International and the functions.

 Evaluated the outcomes from BIA’s annual self-assessment.

 Commissioned an independent external review of BIA. The reviewer was selected as a result of a tender process also run by the Committee.

The Committee received semi-annual thematic controls reports from BIA and a quarterly operational report during 2017.

The Committee reiterated its support for BIA’s recruitment plans which reflected significant activity during 2017 to ensure appropriate audit coverage to support the focus on BIA quality across the audit cycle. The Committee Chairman provided input into the recruitment of the two key roles of Head of Internal Audit in Barclays UK and Barclays International.

The Committee observed that the issues arising from unsatisfactory audits indicated that there was still work to do in embedding the required level of control consciousness across the Group and ensuring that control exceptions were highlighted clearly in management reporting. The Committee also requested that senior management support BIA in holding individuals accountable for failure to remediate risks effectively where they had failed BIA validation.

The Committee confirmed that it was satisfied with the outcome of the self-assessment of BIA performance and the independent external review, both of which evidenced that the function generally conforms to the standards set by the Institute of Internal Auditors. It further confirmed that it felt able to rely on the work of BIA in discharging its own responsibilities.

The Committee is providing oversight over the actions arising from the external review. See page 19 below for further details of the review.

18    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
External auditThe work and performance of KPMG

 Met with key members of the KPMG audit team to discuss the 2017 audit plan and agree areas of focus.

 Assessed regular reports from KPMG on the progress of the 2017 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 2017 year end.

 Discussed the approach to KPMG’s annual report to the PRA which will be issued following completion of the 2017 audit.

 Considered the draft SOX controls report and the draft audit opinion.

The Committee approved the audit plan and the main areas of focus.

The Committee also approved the principal services agreement and terms of engagement in connection with KPMG’s appointment as the Group’s auditors.

Read more about the Committee’s role in assessing the performance, effectiveness and independence of the external auditor and the quality of the external audit below.

The Committee also covered the following matters:

 tracked the progress of specific work being done to enhance Barclays’ financial crime controls, including the function’s investigation capabilities, in particular in relation to prevention and detection activities. The Committee also assessed the Group Money Laundering Officer’s annual report

 assessed the status of the programme in place to ensure Barclays’ compliance with client assets (CASS) regulatory requirements, including approving the annual client assets audit report and discussing the potential impact of Structural Reform on client assets

 evaluated the outcomes of the assessment of the Committee’s performance and any areas of Committee performance that needed to be enhanced

 reviewed and updated its terms of reference, recommending them to the Board for approval.

In addition to these matters, as highlighted above in the section of the table headed ‘Internal audit’ the Committee commissioned an independent review of BIA which was undertaken by Deloitte during the second half of 2017. The Chartered Institute of Internal Auditors requires an independent external review of internal audit functions to be carried out at least every five years. Following a selection process, the Committee commissioned Deloitte to conduct this review reporting directly to the Committee. The report concluded that:

 BIA demonstrates general conformance with the relevant standards and guidelines.

 BIA has an effective core audit methodology which reflects investment in Agile ways of working and data analytics which has helped to drive continuous improvement. In this respect it is aligned with or ahead of peers.

 BIA’s purpose and remit is clearly defined and the function is positioned appropriately within the governance framework of the organisation/ its role as an objective third line of defence. This role has been supported by the clearer delineation of the first line role of the newly created Chief Controls Office.

 The focus on increased headcount in BIA will help drive audit capacity and capability through enhanced specialist skills/ knowledge. Deloitte reported that BIA cares about its people and has created a supportive environment in which to work.

 While there are opportunities to improve BIA’s impact, they are able to deliver effective feedback on the operation of controls that address key risks.

The report paid close attention to the matters raised in the 2016 PRA letter regarding BIA, and Deloitte met with the PRA as part of its review. The Committee was satisfied with the conclusions drawn in the report, while noting the potential development areas identified, in particular, extending the use of data analytics. BIA has drawn up an action plan in response to the review and the Committee will continue to monitor the delivery of this plan.

External auditor

Following an external audit tender in 2015, PWC was replaced in 2017 as Barclays’ statutory auditor by KPMG. Guy Bainbridge of KPMG is Barclays’ senior statutory auditor with effect from the audit for the 2017 financial year.

Assessing external auditor effectiveness, auditor objectivity and independence and non-audit services

The Committee is responsible for assessing the effectiveness, objectivity and independence of the Group’s Auditor, KPMG and in 2017 the Committee was particularly concerned to ensure that the external auditor transition period was managed effectively. This responsibility was discharged throughout the year at formal Committee meetings, during private meetings with KPMG and via discussions with key executive stakeholders. In addition to the matters noted above, during 2017 the Committee:

 approved the terms of the audit engagement letter and associated fees, on behalf of the Board

 discussed and agreed revisions to the Group policy on theProvision of Services by theGroup Statutory Auditorand regularly analysed reports from management on the non-audit services provided to Barclays.

 evaluated and approved revisions to the Group policy onEmployment of Employeesor Workers from the Statutory Auditorand ensured compliance with the policy by regularly assessing reports from management detailing any appointments made

 was briefed by KPMG on critical accounting judgements and estimates

 assessed any potential threats to independence that were self-identified and reported by KPMG

 reviewed the report on KPMG issued by the FRC’s Audit Quality Review team.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    19


Governance: Directors’ report

What we did in 2017

Board Audit Committee report

KPMG’s performance, independence and objectivity during 2017 were formally assessed at the beginning of 2018 by way of a questionnaire completed by key stakeholders across the Group. The questionnaire was designed to evaluate KPMG’s audit process and addressed matters including the auditor transition, quality of planning and communication, technical knowledge, the level of scrutiny and challenge applied and KPMG’s understanding of the business. In addition KPMG have nominated a senior partner on the audit team reporting to the Senior Statutory Auditor to have specific responsibility for ensuring audit quality. The Committee therefore met with the partner concerned without the Senior Statutory Auditor in order to receive a report on his assessment of audit quality.

Taking into account the results of all of the above, the Committee considered that KPMG maintained their independence and objectivity and the audit process was effective.

Non-audit services

In order to safeguard the Auditor’s independence and objectivity, Barclays has in place a policy setting out the circumstances in which the Auditor may be engaged to provide services other than those covered by the Group audit.The Group Policy on the Provision of Services by the Group Statutory Auditor (the “Policy”) applies to all Barclays’ subsidiaries and other material entities over which Barclays has significant influence. The Policy therefore included Barclays Africa Group Limited up until the point of accounting deconsolidation. The core principle of the Policy is that non-audit services (other than those legally required to be carried out by the Group’s Auditor) should only be performed by the Auditor in certain, controlled circumstances. The Policy sets out those types of services that are strictly prohibited and those that are allowable in principle. Any service types that do not fall within either list are considered by the Committee Chairman on a case by case basis, supported by a risk assessment provided by management.

Under the Policy, the Committee has pre-approved all allowable services for which fees are less than £100,000, or less than £25,000 for tax advisory and tax planning services. However, all proposed work, regardless of the fees, must be sponsored by a senior executive and recorded on a centralised online system, with a detailed explanation of the clear commercial benefit arising from engaging the auditor over other potential service providers. The audit firm engagement partner must also confirm that the engagement has been approved in accordance with the auditor’s own internal ethical standards and does not pose any threat to the auditor’s independence or objectivity. All requests to engage the auditor are assessed by independent management before work can commence. Requests for allowable service types in respect of which the fees are expected to meet or exceed the above thresholds must be approved by the Chairman of the Committee before work is permitted to

begin. Services where the fees are expected to be £250,000 or higher must be approved by the Committee as a whole. All expenses and disbursements must be included in the fees calculation. The thresholds remained the same following the annual review of the Policy in 2017.

During 2017, all engagements where expected fees met or exceeded the above thresholds were evaluated by either the Committee Chairman or the Committee as a whole who, before confirming any approval, assured themselves that there was justifiable reason for engaging the auditor and that its independence and objectivity would not be threatened. No requests to use KPMG were declined in 2017 (2016: one). On a quarterly basis, the Committee scrutinised details of individually approved and pre-approved services undertaken by KPMG in order to satisfy itself that they posed no risk to independence, either in isolation or on an aggregated basis. For the purposes of the Policy, the Committee has determined that any pre-approved service of a value of under £50,000 is to be regarded as clearly trivial in terms of its impact on Barclays’ financial statements and has required the Group Financial Controller to specifically review and confirm to the Committee that any pre-approved service with a value of £50,000-£100,000 (or up to £25,000 for tax advisory and tax planning services) may be regarded as clearly trivial. The Committee undertook a review of pre-approved services at its meeting in December 2017 and satisfied itself that such pre-approved services were clearly trivial in the context of their impact on the financial statements.

The fees payable to KPMG for the year ended 31 December 2017 amounted to £48m, of which £10m (2016: £17m) was payable in respect of non-audit services (KPMG was appointed as the Group’s statutory auditor from the financial year beginning 1 January 2017). A breakdown of the fees payable to the auditor for statutory audit and non-audit work can be found in Note 42. Of the £10m of non-audit services provided by KPMG during 2017, the significant categories of engagement, i.e. services where the fees amounted to more than £500,000, included:

audit-related services: services in connection with Client Asset Sourcebook Rules (“CASS) audits (while the CASS audit fell within the auditor’s scope of services, the fees for such services did not form part of the global fee arrangements and therefore required separated Audit Committee approval pursuant to the Policy)
quality assurance: support in connection with reports on the internal controls applicable to IBOR submission processes

transaction support: ongoing attestation and assurance services for treasury and capital markets transactions to meet regulatory requirements, including regular reporting obligations and verification reports

The fees paid to PwC for non-audit work during 2017, in the period before they resigned as the Group’s statutory auditor, and after they had resigned but before they were non-independent of certain Group entities (and therefore still fell within the Policy), were £3m (2016: £8m). Significant categories of engagement approved in 2017 included:

transaction support: ongoing support for treasury and capital markets transactions, including providing comfort and accounting letters to meet trust deed and regulatory obligations (this ongoing support transitioned to KPMG during 2017).

The Committee also reviewed the level of consultancy spend with PwC during 2017, which it had asked to be monitored in the immediate period after they stepped down as the Group’s auditors. Work with an estimated value of £1m million was awarded to PwC during the year (this was in addition to the £3m in fees paid to PwC for non-audit services referred to above).

The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014

An external audit tender was conducted in 2015 and the decision was made to appoint KPMG as Barclays’ external auditor with effect from the 2017 financial year, with PwC resigning as the Group’s statutory auditor at the conclusion of the 2016 audit.

Barclays is in compliance with the requirements of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, which relates to the frequency and governance of tenders for the appointment of the external auditor and the setting of a policy on the provision of non-audit services.

20    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


  Governance in Action – Preparation for IFRS 9

A significant activity for the Committee during 2017 has been overseeing the Group’s preparation for the implementation of IFRS 9.

IFRS 9 Financial Instruments is effective from 1 January 2018 and replaces the IAS 39 accounting standard. The new standard sets out the recognition and measurement requirements for financial instruments and has three parts: classification and measurement of financial assets, the requirements for impairment of financial assets and a hedge accounting model that is designed to more closely reflect risk management. As permitted, Barclays intends to continue with the existing IAS 39 hedge accounting model. The new impairment accounting model however has a significant impact on Barclays and the changes are complex and wide ranging classification and measurement also results in a number of much less significant changes. IFRS 9 has therefore been the subject of significant regulatory and market focus. Barclays has worked with the industry and regulators to agree a transitional framework for regulatory capital and on disclosures and has taken note of the best practice recommendations they have issued for the management of the transition to the new standard.

The Committee received regular updates on the status, judgements and financial impacts relating to the implementation of IFRS 9 during 2017 and the first quarter of 2018. It has overseen the steps required for Barclays’ transition to the new standard, in particular the delivery into production of the models and controls which are required for its implementation.

Throughout the process, the Committee emphasised to management the importance of developing the models to support business decision making to manage risk and ensure appropriate customer outcomes. The Committee reviewed the internal governance and validation processes in Risk and Finance and received regular updates from KPMG on their assurance work. The Committee also received reports from BIA following the audits undertaken in respect of the IFRS 9 programme, with a number of further audits planned for 2018. The Committee also reviewed the key estimates made by management in considering future economic scenarios and the criteria for determining when significant credit deterioration is observed.

In line with its terms of reference, the Committee has been closely involved in the review of all material external financial reporting relating to IFRS 9 and is focussed on ensuring clarity, completeness and appropriateness of the Group’s disclosures, particularly given the complexity and technical challenges of this standard. The Committee reviewed the best estimate impact on the Group which was disclosed in Barclays’ third quarter results and the updated IAS 8 disclosures included in the 2017 financial statements.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    21


Governance: Directors’ report

What we did in 2017

Board Risk Committee report

LOGO

The Committee continued to monitor UK economic trends, consumer behaviour and portfolio performance, and a prudent approach to lending was maintained.

LOGO

Dear Fellow Shareholders

The focus of the Committee during 2017 has continued to be on assessing the impact of important macro-economic and market developments on the risk profile of the Group. Credit risk management during 2017 was primarily concerned with the level of exposure to consumer debt both in the UK and US. In the UK, the Committee in 2016 had accepted the recommendation of Management to pursue a conservative approach to managing growth and balances in credit card debt. This had been prompted by the rising level of personal debt in the UK and concerns of weaker growth and higher inflation resulting from the country’s vote to leave the European Union. This theme persisted in 2017, as the Committee continued to monitor UK economic trends, consumer behaviour and portfolio performance, and a prudent approach to lending was maintained. In the US, in late 2016, there had been nascent signs of weakness in the consumer credit portfolio. The Committee had requested Management to perform detailed analyses of the balances and, based on this work, approved in early 2017 the sale of a proportion of the weaker segments of the portfolio. This action, along with increased conservatism during the year in lending and portfolio quality, has moderated the impact on Barclays of increasing delinquencies among US credit card borrowers being seen among US credit card lenders.

While the impairment performance of the Bank was largely within plan, wholesale credit performance in the UK was slightly weaker than in the US. The Bank experienced higher impairment in its corporate lending book in the UK from the default of certain borrowers in the service sector. In the US, improved economic conditions, and higher energy prices resulted in favourable corporate impairment trends compared to 2016.

In recent years, the Committee has been closely supervising the strengthening of the capital position of the Bank. Progress continued in 2017 as the Bank’s capital ratios continued to improve. In assessing the adequacy of the Bank’s capital position, the Committee took into account current financial performance, the impact of expected regulatory developments (including structural reform), and estimates of the costs of resolving past conduct and litigation issues. Likewise, the Committee is pleased that the liquidity risk in the Bank has been closely monitored and strengthened over the past year.

An important role of the Committee each year is to recommend the risk appetite of the Bank to the Board: its ability to earn an appropriate return while being able to withstand shocks in the market and economic environment. In addition, the Committee monitors closely the assessment of the Bank’s performance under a variety of regulatory stress tests. We evaluate not just the outcome of these analyses but the means by which they are performed, particularly the assessment of model risk. These efforts increased in 2017, as the Bank prepared for the first stress test of the US Intermediate Holding Company (IHC), in addition to completing the newly introduced Biennial Exploratory Scenario for the Bank of England stress test.

The Committee assesses external conditions as part of establishing risk appetite. These remain challenging and our objective was to position the Bank conservatively to deal with economic uncertainty. Key themes that developed during 2017 with potential to have a significant first order impact on Barclays’ businesses included heightened political and economic risk in the UK in the backdrop of Brexit negotiations, increased geo-political risk impacting the delicately poised global economy, and a shortage of new transaction flow in Leveraged Finance underwriting driving tighter terms. Other emerging risks with potential to impact Barclays include volatility in the UK Pension scheme, UK property price stress and volatility in financial markets after a long period of quiescent asset

appreciation. The Committee maintains regular oversight of exposure to the key risk themes it has identified and actions taken by Management in response.

During the year, the Committee also evaluated the financial and capital impacts of operational risk. The Committee has noted, and encouraged, the efforts by Management to improve the Risk and Control Self-Assessment programme in Operational Risk. This work is important in an environment of heightened cyber risk and increased operational complexity as the Bank implements structural reform.

As in past years, the Committee reviewed the execution by Management of material regulatory programmes and initiatives. These included the BCBS239 effort to improve the quality and reliability of data and information, and IFRS 9, a new standard for the estimation of credit impairment.

Committee performance

The performance of the Committee during 2017 was assessed as part of an internal annual Committee effectiveness review. The conclusion of my Board colleagues was that the Committee is considered to operate effectively and that the Board continues to have a high degree of confidence in the diligence and coverage of the Committee. Feedback from the review indicated that the Committee was both effective and influential in identifying areas of risk where Barclays needs to change its performance or adjust its risk profile.

One of the areas identified for improvement was to consider whether the Committee would benefit from deeper expertise by including a member with a risk function management background and we will give further consideration to this in 2018. The review also highlighted the need to ensure that the way in which the Committee works with the Board Reputation and Board Audit Committees continues to capture all significant issues effectively while minimising any overlap. I continued to work closely with my fellow Board Committee Chairmen during

22    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


2017, particularly with the Board Audit Committee Chairman in order to clarify the responsibility of each committee in relation to operational risk matters during the year which each Committee has a role in overseeing. We will work to embed this further in 2018. The Committee will also focus on ensuring there is a framework in place to ensure clear allocation of responsibilities regarding the Committee’s interaction with the risk committees of Barclays UK and Barclays International under the new Group structure.

You can read more about the outcomes of the Board effectiveness review on page 40.

Looking ahead

2018 is important for Barclays as it completes the restructuring required under the structural reform programme. As a result, the firm will have two important subsidiary legal entities in Barclays UK, the core domestic franchise in the UK, and Barclays International, the Corporate and Investment Banking and international consumer businesses of the firm. These will be in addition to the US Intermediate Holding Company, which is part of Barclays International. The Committee will pay close attention to the executive’s management of risk within and across these entities.

We expect that credit and employment conditions in the UK will continue to be uncertain, as future trade and economic arrangements with the EU take shape. In the US, the impact of the corporate tax reform on the health of companies and consumers will need assessment. Lastly, the Committee will continue to monitor the risk to Barclays from volatility in financial markets, which have experienced many years of steady asset appreciation.

Tim Breedon

Chairman, Board Risk Committee

21 February 2018

  Committee allocation of time (%)

  LOGO

    2017     2016 

1 Risk profile/risk appetite (incl capital and liquidity management)

   53    52 

2 Key risk issues

   26    26 

3 Internal control/risk policies

   12    8 

4 Other (incl remuneration and governance issues)

   9    14 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. Details of the skills and experience of the Committee members can be found in their biographies on pages 5 to 6.

The Committee met nine times in 2017, with two of the meetings held at Barclays’ New

York offices. The chart above shows how the Committee allocated its time during 2017. Committee meetings were attended by management, including the Group Chief

Executive, Group Finance Director, Chief Internal Auditor, Chief Risk Officer, Barclays Treasurer and Group General Counsel, as well as representatives from the businesses and other representatives from the Risk function. Representatives from Barclays’ external auditor, KPMG, and until March 2017, representatives from the outgoing external auditor, PwC, also attended meetings.

MemberMeetings attended/eligible to  attend

Tim Breedon

9/9

Mike Ashley

9/9

Reuben Jeffery

9/9

Diane Schueneman

9/9
Matthew Lester (from 1 September 2017)3/3
Steve Thieke (to 10 May 2017)3/3

Committee role and responsibilities

The Committee’s main responsibilities include:

reviewing and recommending to the Board the Group’s financial and operational risk appetite

monitoring the Group’s financial and operational risk profile

commissioning, receiving and considering reports on key financial and operational risk issues

LOGOThe Committee’s terms of reference are available at
home.barclays/corporategovernance

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    23


Governance: Directors’ report

What we did in 2017

Board Risk Committee report

The Committee’s work

The significant matters addressed by the Committee during 2017 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Risk appetite and stress testing, i.e. the level of risk the Group chooses to take in pursuit of its business objectives, including testing whether the Group’s financial position and risk profile provide sufficient resilience to withstand the impact of severe economic stress.The risk context to Medium Term Plan (MTP), the financial parameters and constraints and mandate and scale limits for specific business risk exposures; the Group’s internal stress testing exercises, including scenario selection and financial constraints, stress testing themes and the results and implications of stress tests, including those run by the Bank of England (BoE).

  Assessed the risk context for the 2017 MTP, including general economic and financial conditions and how these had been reflected in planning assumptions.

  Debated the assumptions, parameters and results of the internal stress test of the risk appetite of the 2017 MTP.

  Discussed and agreed mandate and scale limits for Credit, Market and Treasury and capital risk.

  Evaluated the BoE annual cyclical stress test results, and the results of a stress test under the BoE biennial exploratory scenario.

  Observed and debated regulatory and market reaction to the publication of BoE stress test results.

  Considered and approved internal stress test themes and the financial constraints and scenarios for stress testing risk appetite for the 2018 MTP.

  Considered the Federal Reserve Board’s feedback on the US Intermediate Holding Company’s Comprehensive Capital Analysis and Review (“CCAR”) capital plan following the submission of the CCAR stress test results.

The Committee recommended the proposed risk appetite for 2017 to the Board for approval, although noted that this may need to be revisited to take account of the impact of IFRS 9 in due course. It encouraged management to make further progress on enhancing infrastructure used to conduct the internal stress test. The Committee approved the 2017 annual stress test results for submission to the BoE, including the range of management actions and overlays designed to mitigate risk impacts.

Similarly, the Committee approved the results of the stress test under the BoE biennial exploratory scenario and recommended that the results should be taken into consideration for strategy projections.

In recommending the internal stress test and risk appetite for the 2018 MTP, the Committee noted and considered that the severity of the internal stress test had been higher than normal, which provided added resilience to the various challenges for the MTP, such as macroeconomic issues.

Capital and funding, i.e. having sufficient capital and financial resources to meet the Group’s regulatory requirements and its obligations as they fall due, to maintain its credit rating, to support growth and strategic options.The trajectory to achieving required regulatory and internal targets and capital and leverage ratios.

  Debated on a regular basis, capital performance against plan, tracking the capital trajectory, any challenges and opportunities and regulatory policy developments.

  Assessed on a regular basis, liquidity performance against both internal and regulatory requirements.

  Regularly monitored capital and funding requirements on a legal entity basis.

  Assessed the possible implications of litigation and investigations on the Group’s liquidity position, including a review of the Bank’s liquidity risk control framework.

  Monitored the funding risk and capital volatility associated with the Barclays pension scheme.

The Committee supported the forecast capital and funding trajectory and the actions identified by management to manage the Group’s capital position. It approved the proposed capital and liquidity processes for Barclays UK for submission to the regulator as part of its banking licence application.

The Committee considered and approved the Group capital adequacy assessment together with the methodologies and results of the reverse stress testing for the submission of the 2017 Internal Capital Adequacy Assessment Process (ICAAP) as well as the Group’s 2017 Individual Liquidity Adequacy Assessment Process (ILAAP).

Political and economic risk, i.e. the impact on the Group’s risk profile of political and economic developments and macroeconomic conditions.The potential impact on the Group’s risk profile of political developments, such as elections in other European countries, as well as continuing to monitor the impact of the aftermath of the UK’s EU Referendum.

  Monitored progress on actions to mitigate the risk of the potential impact of negative interest rates in the UK on Barclays.

  Monitored the potential impacts of Brexit, including a “hard” Brexit.

  Considered trends in the UK economy, including risk of inflation amid negative real wage growth.

  Continued to monitor the risks relating to South Africa while Barclays still had control of Barclays Africa Group Limited (BAGL).

  Monitored Barclays’ exposures to certain products, and with particular focus on redenomination risk, and the risk of a single country leaving the Euro.

Following the further sell-down of the equity stake in Barclays Africa and the subsequent proportionate regulatory deconsolidation, the Committee agreed that South Africa should be removed as an ongoing risk theme, although it continued to maintain oversight of any emerging risk. It also agreed to remove negative interest rates as a key risk theme on the basis that the actions previously identified and agreed to mitigate the risk were nearing completion.

The Committee suggested that monitoring geo-political risks in Europe should be broadened to include other regions, but requested that China continue to be reported as a separate geo-political risk theme.

24    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Credit risk, i.e. the potential for financial loss if customers fail to fulfil their contractual obligations.Conditions in the UK housing market, particularly in London and the South East; levels of UK consumer indebtedness, particularly in the context of the risk of inflation and negative real wage growth; and the performance of the UK and US Cards businesses, including levels of impairment.

  Continued to assess and monitor conditions in the UK property market in case of signs of stress.

  Evaluated how management was tracking and responding to rising levels of consumer indebtedness, particularly unsecured credit in both the UK and US.

  Discussed the PRA’s statement on consumer credit and unsecured lending in the UK, and considered Barclays’ response to the PRA statement.

  Scrutinised the performance of the UK and US Cards businesses, including the level of impairment.

  Reviewed and approved proposals for frameworks relating to Securities Financial Limits and Maximum Exposure Governance.

  Scrutinised a strategic review of business activity in the Corporate and Investment Bank (CIB).

The Committee focused on effective collections capability as an important tool of risk management.

The Committee encouraged management to carry on with its conservative approach to UK lending.

The Committee approved changes to the risk appetite levels for US Cards.

The Committee requested more granular detail of the impact of strategy changes on risk limits and oversight.

Operational risk, i.e. costs arising from human factors, inadequate processes and systems or external events.The Group’s operational risk capital requirements and any material changes to the Group’s operational risk profile and performance of specific operational risks against agreed risk appetite.

  Tracked operational risk key indicators via regular reports from the Head of Operational Risk.

  Debated specific areas of emerging risks, including conduct risk, cyber, execution risk, technology and data, including the controls that had been put in place for managing and avoiding such risks.

The Committee focused its attention on the financial and capital impacts of operational risk. In relation to fraud, it encouraged management to further integrate strategy, models and operations.
Risk framework and governanceThe frameworks, policies and talent and tools in place to support effective risk management and oversight.

  Monitored progress on the implementation of an enhanced modelling framework, including receiving updates from Barclays Internal Audit on findings in relation to specific modelling processes.

  Tracked the progress of significant risk management projects, including the progress on achieving compliance with the Basel Committee for Banking Supervision 239 (BCBS239) regulation for risk data aggregation principles as well as the roll out of the Risk and Control Self Assessment (RCSA) process across the Group. Please see the “Governance in Action” box on page 26 for further details about the Committee’s role in overseeing the RCSA process.

  Assessed risk management matters raised by Barclays’ regulators and the actions being taken by management to respond.

  Endorsed Legal risk and Model risk, as new Principal Risks under the ERMF, forming part of the Committee’s roles and responsibilities in future.

  Reviewed the implementation of the Enterprise Risk Management Framework during 2017 which had been designed to address feedback from the PRA following a review of the EMRF.

The Committee requested a gap analysis together with an action plan to remediate specific weaknesses identified in the internal audit in relation to modelling.

The Committee assessed during the year the Group’s risk management capability in the form of a Risk Capability Scorecard and reviewed and approved proposals for the external third party evaluation which was scheduled to be performed in early 2018.

RemunerationThe scope of any risk adjustments to be taken into account by the Board Remuneration Committee when making remuneration decisions for 2017.

  Debated, in a joint meeting with the Board Reputation Committee, the Risk function’s view of 2017 performance, making a recommendation to the Board Remuneration Committee on the financial and operational risk factors to be taken into account in remuneration decisions for 2017.

The Committee discussed the report of the Chief Risk Officer and considered the proposal put forward in relation to the impact of relevant risk factors in determining 2017 remuneration decisions, noting that it should also include positive events such as the 2017 Banking Standards Board report which had reported improvements on 2016.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    25


Governance: Directors’ report

What we did in 2017

Board Risk Committee report

In addition, the Committee also covered the following matters in 2017:

  assessed Barclays’ exposures to the leveraged finance market, general conditions in that market and approved an updated leveraged finance framework which would be submitted annually to the Committee for approval

  was briefed by PwC on main risk issues identified during the 2016 year-end audit, specifically impairment, post-model adjustments, forbearance control issues, key valuation judgements (including in relation to the ESHLA portfolio), and key assumptions used in the pension scheme liabilities

  requested and evaluated a report on partnership programmes in the US Cards business with a focus on risk profile and credit quality

  considered a report on the effectiveness of the Committee and any areas of the Committee’s performance that could be improved

  reviewed and updated its terms of reference, recommending them to the Board for approval.

Governance in Action – Risk and Control Self Assessment Programme

A key focus of the Committee in 2017 was oversight of the implementation of a revised Risk and Control Self Assessment (RCSA) programme. The RCSA enhancement programme was established as part of Barclays’ commitment to the effective management the Group’s Operational risk and extend both the scope of coverage across a wider range of risks, and also improve the granularity of management’s risk and control assessments of business processes. The programme is the firm-wide process led approach for management to identify and regularly assess material inherent risks and their associated controls, in order to mitigate these risks and reduce the likelihood and/or severity of losses to the firm from a Risk event.

In 2017, a number of pilot RCSAs were rolled out across the Group in addition to the regular RCSA process, which was also enhanced. Improvements were also made in the assessment of inherent risk values and the aggregation process for risk and control assessments across risk types. During the year, the Committee reviewed progress in terms of the RCSAs completed across the Group, and also considered the next steps in the review process and the results of the residual risk assessments. Based on the results of the pilot RCSAs undertaken,

the Committee was satisfied that the process will improve management’s understanding of the risk and control environment, so they can prioritise and remediate ineffective controls where required.

Following completion of the pilot RCSA programme, the Committee considered the ways in which the RCSA programme could be enhanced for the wider implementation of the programme in 2018. The Committee considered specific revisions of the 2017

RCSA programme with the aim of:

  improving the identification of inherent risk, control effectiveness and residual risk by going into detail at a more granular process level

  increasing the degree of independent challenge provided by all three lines of defence

  increasing the granularity of assessments for a further set of pilot RCSAs to estimate inherent risk at activity level by risk type, together with the identification and assessment of detailed operating controls by activity and residual risk.

The Committee will continue to work with management in 2018 on further refining and enhancing the RCSA programme.

26    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

LOGO

The Committee has been well positioned during 2017, a time of significant organisational change for the Group, to ensure that our people, whether within Barclays UK, Barclays International or the Group Service Company, continue to demonstrate behaviours and conduct that are consistent with the Barclays Values.

LOGO

Dear Fellow Shareholders

This is my second report to you as Chairman of the Board Reputation Committee. At the conclusion of my last report I commented that the Committee, by way of its membership, executive engagement and reporting processes, had built a strong foundation on which to base its future operations and drive Barclays to be a governance leader in conduct, culture and reputation matters. This strong foundation has ensured that the Committee has been well positioned during 2017, a time of significant organisational change for the Group, to ensure that our people, whether within Barclays UK, Barclays International or the Group Service Company, continue to demonstrate behaviours and conduct that are consistent with theBarclays Values.

On two occasions during 2017 the Committee extended an invite to representatives of the Banking Standards Board (BSB) to present and discuss the outcomes of their 2016 and 2017 assessments of Barclays. As an independent third party with insights across the banking industry as a whole, the Committee attaches significant value to the insights offered by the BSB and I would like to extend my personal thanks to Dame Colette Bowe and her team at the BSB for their continuing work to promote the highest standards of behaviour in UK banking and restore public trust in the sector. We were encouraged to hear that the results had generally improved between 2016 and 2017 and were particularly pleased to see how strongly theBarclays Values still resonate with our colleagues. The Committee also carefully considered the BSB’s feedback on results relating to colleague resilience and you will find an outline of our discussion on colleague well-being on page 29.

One of the key challenges faced by the Committee is how to maintain oversight of Group Conduct and Culture matters as a whole, without overlooking the cultural differences that, naturally and quite rightly, exist between our different operating businesses and support functions. During the year the Committee actively discussed this challenge and, in an attempt to address this, I rebalanced the Committee’s agenda by introducing business and functional “Deep Dive” sessions into each meeting. The Deep Dives allow the Committee to understand the conduct, culture and customer satisfaction issues being faced in specific areas of the business and the actions undertaken to address them. Whilst consideration of our well-refined dashboards and Reputation risk reports ensure that Group-level metrics, challenges and initiatives remain clearly visible and subject to Committee consideration and challenge. You can read about some of the Deep Dives undertaken by the Committee during 2017 on the following pages.

A significant output from the Committee during 2017 resulted from discussions around Barclays’ historic commitments to the financing of certain fossil fuels projects, which resulted in a decision to develop a more proactive approach to the management of sustainability issues across the Barclays business. I would encourage you to refer to the Governance in Action box on page 32 for further details on this initiative.

Committee performance

Through the process of the annual Board effectiveness review, which confirmed the continued effectiveness of the Committee, the ongoing evolution of the Committee’s role and the increased impact that it had during the last year was clearly acknowledged. An area that the review identified for further consideration was the continued oversight of Conduct and Reputation risk matters in the post-structural reform corporate structure, which I will ensure is addressed by the Committee ahead of April 2018.

Looking ahead

Finally, I would like to record my thanks to Mike Roemer, who stepped down as Group Chief Compliance Officer in October 2017, for his outstanding contribution to the work of the Committee during his tenure in that role. I would also like to thank Diane de Saint Victor, who stepped down from the Committee on her retirement from the Board in May 2017. I look forward to working with our new Committee member, Mike Turner and, subject to regulatory approval, our new Group Chief Compliance Officer, Laura Padovani, as we continue to support the delivery of the Board’s collective vision of theBarclays Values.

Sir Gerry Grimstone

Chairman, Board Reputation Committee

21 February 2018

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    27


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

  Committee allocation of time (%)

  LOGO

    2017   2016* 

1 Conduct and compliance

   36%    33% 

2 Culture

   20%    21% 

3 Customer satisfaction

   14%    6% 

4 Citizenship

   16%    13% 

5 Brand & other Reputation risk

   14%    27% 

* 2016 figures have been rebased according to the significant matters considered by the Committee in 2017.

 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. During 2017, Diane de Saint Victor stepped down from the Committee and the Barclays Board with effect from 10 May 2017.

The Committee met four times during 2017 and the chart to the left shows how it allocated its time. Committee meetings were attended by representatives from management, including the Group Chief Executive, Chief Compliance Officer, Chief Internal Auditor, Chief Risk Officer, Group General Counsel, Group Chief of Staff, Group HR Director and the Heads of Corporate Communications, Citizenship and Reputation, as well as senior representatives from the businesses and other functions. A representative from KPMG, Barclays’ external auditor, attended each Committee meeting during the year and representatives from the BSB attended two meetings during 2017.

MemberMeetings attended/eligible to attend

Sir Gerry Grimstone

4/4

Mike Ashley

4/4

Mary Francis

4/4

Dambisa Moyo

4/4
Diane de Saint Victor (to 10 May 2017)1/1

Committee role and responsibilities

The principal purpose of the Committee is to:

support the Board in promoting its collective vision of Barclays’ purpose, values, culture and behaviours

ensure, on behalf of the Board, the efficiency of the processes for identification and management of Conduct and Reputation risk

oversee Barclays’ conduct in relation to its corporate and societal obligations, including setting the guidance, direction and policies for Barclays’ approach to customer and regulatory matters and Barclays’ Citizenship Strategy, including advising the Board and management on these matters.

LOGOThe Committee’s terms of reference
are available at
home.barclays/corporategovernance

The Committee’s work

The significant matters addressed by the Committee during 2017 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Conduct riskMonitoring the risks that can arise from the inappropriate supply of financial services, including instances of wilful or negligent misconduct.

  Discussed updates from management on Conduct risk and considered performance against Conduct risk indicators at each meeting.

  Discussed the specific Conduct risks associated with certain business areas and the status of initiatives in place to address those risks and further strengthen the culture of the business.

  Received reports from Barclays Internal Audit (BIA) in respect of internal audit activities on conduct risk management matters, including details of any unsatisfactory audit reports and remediation steps identified.

  Discussed and approved the Conduct Risk Framework, with Conduct risk having been identified as a Principal Risk under the Barclays Enterprise Risk Management Framework (ERMF).

  Received forward looking information on regulatory developments, including the issuance of new consultations by regulators, that might have a Conduct risk impact on Barclays in the future.

  Approved the annual Compliance Plan.

  Considered and approved the proposed methodology for calculating Conduct risk adjustments to incentive pools.

In line with its re-categorisation under the ERMF, the Committee adopted Board-level oversight of financial crime risk and conducted a Deep Dive into this area. The Conduct dashboard report was updated to include financial crime information and metrics, and the Committee was encouraged by management’s open and transparent approach to engaging with regulators on financial crime matters.

The Committee considered the differing regulatory requirements placed on the UK and US Cards businesses and have suggested that a “Barclays view” should overlay the requirements of local regulations to ensure that all retail facing businesses within the Group operate within a framework that prioritises the concept of “Treating Customers Fairly”.

During discussion of the realignment of businesses between Barclays UK and Barclays International, the Committee encouraged management to take advantage of opportunities presented by structural reform to address some areas of Conduct risk by harmonising policies and operations, in areas such as collections and affordability assessments.

The Committee considered an update from BIA on the use of Conduct risk information by legal entities within the Group and their assessment of reporting mechanisms and the escalation of issues up the organisational hierarchy.

28    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Cultural progressReviewing management’s progress on embedding a values-based culture across the organisation.

  Debated culture dashboards presented at each meeting and the progress being made to embed cultural change across Barclays globally.

  Received regular updates on colleague engagement metrics and the results of employee YourView surveys and considered proposed changes to the YourView methodology.

  Approved the adaption of the Culture dashboard to include the monitoring of cultural attributes across the firm.

  Considered and discussed with representatives of the BSB the results of their 2016 and 2017 Annual Reviews of Barclays.

  Considered a Deep Dive analysis on culture within Barclaycard UK, including the process and challenges of integrating the UK Cards business into Barclays UK.

  Considered feedback from the FCA on the Conduct and Culture dashboards.

  Received information on management’s initiatives to improve colleague well-being and resilience, including actively encouraging employees to work dynamically and providing a supportive environment in which colleagues feel able to talk about the impacts of stress and mental health concerns.

  Considered draft disclosures on the Gender Pay Gap within the Group and industry comparators.

Through consideration of the Culture dashboards and YourView results, the Committee was encouraged by the consistently strong sustainable engagement scores achieved throughout 2017. Improvements have been made in the area of colleague enablement, however the Committee appreciated management’s acknowledgement that further improvement is still required in this area, notably in terms of reducing perceived bureaucracy throughout the organisation.

The Committee discussed the importance of a culture in which colleagues feel able to speak up and raise concerns. Particular attention has been paid to whistleblowing metrics throughout the year and, on recommendation of the Committee, the YourView survey system now contains a direct link to Barclays’ whistleblowing resources with the intention of further encouraging and supporting employees to report instances of unethical or inappropriate behaviour.

Additional and more detailed information is becoming available to the Committee, by way of reporting on cultural attributes, on what employees perceive to be the most prevalent facets of Barclays’ organisational culture. It is intended that this information be used to monitor attainment of a set of desired attributes and facilitate further discussion and action in order to achieve this.

By way of discussion of the FCA’s feedback on Barclays’ dashboards, the Committee acknowledged that the dashboards are just one of a number of key management information tools used to set its agenda and facilitate an ongoing discussion with management on culture which leads, in some cases, to deliberate actions being taken by the Group and business executive committees.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    29


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Customer satisfactionEnsuring fair outcomes for customers by monitoring complaints volumes, the standard and quality of complaints handling processes and other relevant metrics.

  Debated complaints dashboards and performance against key indicators at each meeting.

  Gave consideration to the impact that matters, such as an effective communication channel, have on customer complaints volumes.

  Considered the quality of the processes in place to address and resolve customer complaints.

  Monitored trends in the underlying causes of complaints and considered forward looking analysis to identify events (both industry wide and Barclays-specific) which could influence the volume and timings of complaints.

  Considered the differing complaints profiles of the Barclays UK and Barclays International businesses and the actions being undertaken to positively improve the customer journey by utilising complaints management information (MI).

  Requested further insight into the first line management of customer complaints and conducted a Deep Dive into Barclays UK’s complaints handling processes (Barclays UK receives the majority of Barclays’ customer complaints given its retail focus).

  Requested additional Deep Dives on areas of the Barclays International business that have a retail customer base and considered the complaints profiles of those businesses.

  Considered the progress being made by relevant businesses to improve their respective net promoter score (NPS).

The Committee was pleased to see a general downward trend in the number of complaints received by Barclays during 2017.

While the Committee still receives a Group-wide report on complaints, underlying reporting has been refined in line with organisational changes to ensure the Committee receives a clear view on the complaints metrics of Barclays UK and Barclays International respectively. The Committee made recommendations to management, in the context of the structural reform programme, in respect of ensuring a consistent “Barclays” customer experience is received by retail clients whether they are being serviced by Barclays UK or Barclays International.

The Committee developed its understanding of how complaints MI is mapped by Barclays UK in order to identify root causes and received information on the strategic initiatives being undertaken to address them. The Committee’s Deep Dive also led to further refinement of the Barclays UK Complaints dashboards to include complaints volumes by channel. The analysis of the data revealed a high level of customer satisfaction with Barclays’ online bank offering.

The Committee was pleased to see an increase in Barclays UK’s NPS during the course of 2017 and support management’s objective of further increasing NPS to ensure Barclays UK remains competitive against challenger and start-up banks.

In relation to Barclays International’s business areas, the Committee was encouraged to hear that complaints volumes were at an all-time low within Barclaycard US (BCUS) but noted management’s desire to improve the business’s net promoter score against key US competitors. The Committee also considered the approach being taken by Barclays Partner Finance (BPF) to identify potential areas of future complaints and proactively reaching out to customers to resolve issues before complaints arise.

30    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
CitizenshipMonitoring progress against the Shared Growth Ambition (Barclays’ Citizenship Plan for 2016-2018) and the effectiveness of policy statements on Citizenship matters.

  Considered the Citizenship dashboards presented at each meeting and assessed status updates on the Shared Growth Ambition.

  Reviewed Barclays’ ratings and relative peer ranking in external Environment, Social, Governance (ESG) benchmarks and tracked external perceptions on Citizenship through stakeholder and media analysis.     

  Received information on new Citizenship initiatives such as the #Digisafe campaign which aims to educate individuals to better protect themselves against digital fraud.     

  Received an update from Barclays’ Global Head of Financial Crime in respect of the function’s development of intelligenceled initiatives to combat fraud.     

  Reviewed and recommended the approval of Barclays’ statement on modern slavery.

The Committee was very pleased to see that Citizenship metrics demonstrate a high level of colleague pride in the contribution Barclays makes to the community and society.

The Committee is very encouraged by management’s decision to dedicate resource to financial crime, skills and employability and digital empowerment initiatives that provide benefits not only to Barclays and its customers, but to the banking industry and UK population more generally.

Reputation and brandEnsuring that the Barclays brand is proactively managed and Reputation risks and issues are identified and managed appropriately.

  Reviewed Reputation risk updates from management, receiving specific information on those issues deemed to constitute the most significant Reputation risks and issues in each quarter.     

  Regularly evaluated the measures being taken to enhance the Barclays brand and to understand, and propose action to improve, where appropriate, external perceptions of the Bank.     

  Considered whether the process for identifying, managing and overseeing Reputation risk was functioning effectively.

The Committee approved the Reputation Risk Framework, confirming that Reputation risk is now a Principal Risk under the ERMF. Significant discussion also took place in respect of the correlation between cultural indicators, conduct outcomes and Reputation risk.     

The Committee requested further refinement of the Reputation risk reporting received to include sentiment analysis of media coverage and metrics on Barclays’ social media presence.     

The Corporate Relations priorities for 2017 were pre-approved by the Committee and fulfilment of those priorities kept under review throughout the year. This process improved management’s ability to more effectively understand and monitor external perceptions of Barclays among key stakeholders.     

The Committee requested that management undertake work to further refine the components of Reputation risk, clarify the process for identifying risks, enhance management oversight and give consideration to how the overall process can be better communicated.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    31


Governance: Directors’ report

What we did in 2017

Board Reputation Committee report

The Committee also covered the following matters:

 received a report on management’s annual review of the effectiveness of compliance with the Volcker Rule (restrictions on proprietary trading and certain fund investments by banks operating in the US)

 received a report from management on Barclays’ Swap Dealer Annual Compliance Report

 discussed the outcome of an externally facilitated review on Barclays compliance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and its comparative performance against its peers.

 approved, from a Reputation risk perspective, a proposal to restructure certain intra-group shareholdings and enhance capital utilisations

 assessed and discussed a report on the Committee’s performance

 reviewed and updated its terms of reference.

Governance in Action – Responding to Stakeholder Concerns

During the year, the Committee gave consideration to Barclays’ exposure to environmental, social and sustainability matters through its business relationships and challenged management to establish a more formal and proactive approach to documenting policy positions and guidelines in relevant sectors.

In response to recommendations from the Committee, management commenced work to review Barclays’ involvement and practices in certain ‘sensitive sectors’ and is in the process of drawing up proposals for sector-specific policies that will articulate the forward looking intentions of Barclays in these areas. The Committee will be reviewing and approving these policies during 2018 and look forward to reporting on their content and implementation in next year’s Annual Report.

The Committee considers that the establishment of sector-specific policies and guidelines will be a significant step in further enhancing the role that Barclays plays in the wider business community and believe they will improve the quality of the Company’s future reporting on climate change and other matters of social and environmental interest.

LOGO

Read more about Barclays’ risk

management on pages 77 to 78 and in our

Pillar 3 Report, which is available online

atbarclays.com/annualreport

32    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

LOGO

In 2017 we made significant progress towards our new Group governance structure in preparation for structural reform and the stand up of our ring-fenced bank in 2018, with appointments having been made to both the Barclays UK and Barclays International divisional boards.

LOGO

Dear Fellow Shareholders

In 2017 we made significant progress towards our new Group governance structure in preparation for structural reform and the stand up of our ring-fenced bank in 2018, with appointments having been made to both the Barclays UK and Barclays International divisional boards. We are delighted to welcome the new directors to those boards, led by Sir Gerry Grimstone as Chairman of Barclays International (subject to regulatory approval) and Sir Ian Cheshire as Chairman of Barclays UK (which will become our ring-fenced bank). We continued to refine the details of how the Group Board will interact with those boards and the boards of our other strategically significant subsidiaries, building on the Governance Guiding Principles created in 2016. We look forward to working collaboratively with them to ensure that the roles and responsibilities of each board are clear, while providing effective governance of the Group and protection of shareholder interests.

In view of the significant changes to our Group corporate structure, and always bearing in mind the long term strategy of the Group, the Committee continues to regularly consider our Board composition and succession plans, ensuring it comprises the right balance of diversity, skills and experience to provide the strategic oversight needed to steer the business of the Group. We conducted searches for non-executive Directors in 2017 and were pleased to appoint Matthew Lester and Mike Turner CBE to the Board, in addition to the appointment of Sir Ian Cheshire. Matthew, Mike and Sir Ian each bring with them significant board-level experience and you can find out more about their background and relevant skills and experience that they bring to the Board in their profiles on pages 5 to 6.

I have previously emphasised that it is a key part of our role to be satisfied that there are proper processes in place for executive succession, and this continues to remain another key consideration of the Committee. We closely monitored the status and progress

of the Barclays Talent and Succession strategy, providing input and guidance to management to ensure we attract and retain the best talent for the Group. As a Committee, we also discuss ways in which we can develop and nurture high performing individuals within senior management to strengthen our succession pipeline, including the use ofex officio posts to relevant executive committees to give those individuals exposure to Group matters and leadership.

Our people are the driving force in sustaining our business and we firmly believe in the benefits of having a diverse workforce. I am proud to see the number and variety of diversity and inclusion initiatives we have at Barclays to develop and support colleagues, and ultimately to encourage them to grow their careers with us. While we recognise that diversity is not only about gender, it is nevertheless an important element of diversity and we have set ourselves a target of 33% female representation on the Board by 2020, which as a Board we remain committed to achieving. Please see page 37 for further information about our approach to diversity at both Board and Group Executive Committee levels.

Committee performance

The performance of the Committee was assessed as part of the annual Board effectiveness review and I am pleased to report that the results show that it is performing effectively, with the role and responsibilities of the Committee clear and well understood. One area identified for consideration is that the Committee should be mindful of ensuring that all non-executive Directors receive the same flow of information in relation to decisions and discussions by the Committee, which I will address in my updates to the Board as Chairman of the Board Nominations Committee, and outside of scheduled Board meetings to the extent appropriate. The report on the Board effectiveness review can be found on page 36.

Looking ahead

In 2018 we look forward to the execution of our new Group structure and to the implementation of robust processes providing clear, consistent and effective corporate governance for the Group post-structural reform. Throughout this period of change, the Committee will continue to ensure that we have the right people leading the strategic direction of Barclays, motivating colleagues and sustaining our business over the long term.

John McFarlane

Chairman, Board Nominations Committee

21 February 2018

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    33


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

  Committee allocation of time (%)

  LOGO

    2017     2016 
1 Corporate governance matters   8    20 
2 Board and Committee composition   42    36 
3 Succession planning and talent   33    31 
4 Board effectiveness   11    8 
5 Other   6    5 

Committee composition and meetings

The Committee is composed solely of independent non-executive Directors. John McFarlane, as Chairman of the Board, is also Chairman of the Committee. Mike Ashley, Tim Breedon, Crawford Gillies, and Sir Gerry Grimstone, being the Chairmen of each of the other Board Committees, and Sir Ian Cheshire (as Chairman of Barclays UK) and Reuben

Jeffery III, are also members of the Committee. Details of the skills and experience of the Committee members can be found in their biographies on pages 5 and 6.

During 2017 there were three meetings of the Committee, including one held at Barclays’ New York offices. Attendance by members at Committee meetings is shown below and the chart to the left shows how the Committee allocated its time. Committee meetings were attended by the Group Chief Executive, with the Group HR Director, the Head of Talent, and the Global Head of Diversity and Inclusion attending as appropriate.

MemberMeetings attended/eligible to attend
John McFarlane3/3
Mike Ashley3/3
Tim Breedon3/3
Crawford Gillies3/3
Sir Gerry Grimstone3/3
Reuben Jeffery III3/3
Sir Ian Cheshire (from 9 May 2017)0/1

*Sir Ian Cheshire did not attend owing to prior commitments, but his views and comments were made available to, and considered by, the Committee.

Committee role and responsibilities

The principal purpose of the Committee is to:

support and advise the Board in ensuring that the composition of the Board and its Committees is appropriate and enables them to function effectively

examine the skills, experience and diversity on the Board and plan succession for key Board appointments, planning ahead to deal with upcoming retirements and to fill any expected skills gaps

provide Board-level oversight of the Group’s talent management programme and diversity and inclusion initiatives

agree the annual Board effectiveness review process and monitor the progress of any actions arising

ensure the Board has appropriate corporate governance standards and practices in place and keep these under review to ensure they are consistent with best practice.

LOGOThe Committee’s terms of reference are available at

home.barclays/corporategovernance

The Committee’s work

The significant matters addressed by the Committee during 2017 are described below:

Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Board and Board Committee compositionThe membership of the Barclays PLC Board and the current and future composition of the Board and its Committees.

  Reviewed the Board skills matrix and discussed the key skills and experience needed on the Board in the context of future strategic direction, including any areas requiring strengthening for skills and succession and conducted a search for non-executive Directors.

  Considered the skills and composition of the Board in a post-structural reform environment.

  Reviewed the membership, size and composition of Board Committees.

The Committee identified the need to appoint an additional non-executive Director with chairman or CEO experience to add further depth to the Board.

During the year it recommended for appointment to the Board Mike Turner CBE, Sir Ian Cheshire (brought on as Chairman of Barclays UK) and Matthew Lester (following the Committee’s previous recommendation of an additional non-executive Director with accounting and auditing experience). The Committee agreed that a search would be conducted for an additional female non-executive Director to promote diversity of gender on the Board and in recognition of the Board’s commitment to achieving 33% female representation on the Board by 2020.

The Committee agreed to review the role, purpose and composition of the Group Board once the Barclays UK and Barclays International Boards were fully constituted and operational as divisional boards. It noted that changes to Board Committee membership may take place once those boards, as well as the Group Service Company board, were operational so that a holistic view can be taken on appropriate memberships and cross-memberships of boards and committees.

Please refer to page 35 for moredetails of the Board’s approach to therecruitment of new Directors.

34    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Area of focusMatter addressedRole of the CommitteeConclusion/action taken
Board composition of Barclays UK and Barclays International in preparation for the legal entity stand up in 2018 under the structural reform programmeThe composition of the Barclays UK and Barclays International divisional boards.

  Considered the board skills matrix for Barclays UK and Barclays International.

  Considered updates on the establishment of boards of Barclays UK and Barclays International and discussed the suitability of potential candidates identified to join those boards.

The Committee, in reviewing the skills matrices for Barclays UK and Barclays International following appointments to those boards, is of the view that there do not appear to be any skills gaps across the two boards, subject to the recruitment of a non-executive Director with retail banking experience to the Barclays UK board. It discussed opportunities for interaction between the Barclays PLC, Barclays UK and Barclays International boards and agreed to consider opportunities for engagement at board and committee level going forward.

Executive succession planning and talent managementSuccession planning and talent management at Group Executive Committee level.

  Considered updates on, and progress being made against, Barclays’ Talent and Succession strategy, including monitoring diversity within the talent pipeline.

  Discussed updates from the Group HR Director on Group Executive Committee succession plans, including assessing emergency cover, the existing talent pipeline and any potential gaps.

  Considered individuals identified as potential Group Executive Committee successors and discussed next steps for their development.

  Considered the succession plans for the most critical business unit and functional roles and discussed how to develop the high performing individuals identified.

The Committee welcomed the progress made in the Group Executive Committee succession planning, but noted that there was further work to be done in ensuring we are able to recruit and retain the best talent for the Group. It noted that the boards of Barclays UK and Barclays International, once established, would be able to take a more granular view of succession to some of the roles. The Committee also discussed the use ofex officioposts to both the Group Executive Committee and business executive committees to give senior individuals exposure to Group matters as a further way of developing those individuals to ensure a healthy pool of potential candidates in the succession pipeline.

In addition, the Committee covered the following matters:

considered the results of, and the action plan in respect of, the 2016 Board effectiveness review and the process for the 2017 Board and Committee effectiveness review

reviewed and confirmed the effectiveness of the processes for authorising Directors’ conflicts of interests and Directors’ induction and training

considered a report on the effectiveness of the Committee

reviewed the Committee’s terms of reference.

Appointment and re-election of Directors

Board and Board Committee composition is a standing item for consideration at each Committee meeting. This includes the consideration of potential new non-executive Director appointments, both in respect of planned succession for known retirements and as a result of the ongoing review of the skills and experience needed on the Board in order for it to continue to operate effectively.

The Committee frequently considers a skills matrix for the Board, which identifies the core competencies, skills, diversity and experience required for the Board to deliver its strategic aims and govern the Group effectively. Certain attributes identified in the skills matrix have a target weighting attached to them and these are regularly updated over time to reflect the

needs of the Group. The Committee reviews the skills matrix when considering a new appointment to the Board, as well as reviewing the current and expected Board and Board Committee composition. This helps to determine a timeline for proposed appointments to the Board.

When recruiting a new non-executive Director, the specific skills that are needed are identified, for example, an individual with international experience, or recent history serving on a particular board committee. TheCharter of Expectations contains the key competencies and skills expected of non-executive Directors, and these, in addition to other details such as expected time commitment, will be included in an individual specification. The Committee as a whole then considers curriculum vitae and references for potential candidates. Any candidates who are shortlisted will be interviewed by members of the Committee and, if applicable, key shareholders and Barclays’ regulators may be asked to provide feedback on the proposed appointment. The Board is updated on the progress of the recruitment and interview process, and any feedback from the interviews is provided to the Board alongside a recommendation for appointment.

Executive search firms Egon Zehnder and Buchanan Harvey were instructed to assist with the search for non-executive Directors during 2017. Neither firm has any other connection to Barclays, other than to provide recruitment services. Open advertising for

Group Board positions was not used in 2017, as the Committee believes that targeted recruitment is the optimal way of recruiting for Board positions. Both of the firms used for non-executive Director recruitment have signed up to the Voluntary Code of Conduct for Executive Search Firms, which include measures designed to improve gender diversity on boards.

In 2017, Barclays announced the appointments of Sir Ian Cheshire, Matthew Lester and Mike Turner CBE as non-executive Directors, with each Director bringing specific skills and experience to fill the role previously identified by the Committee as well as all having extensive board-level experience (see pages 5 to 6 for details of each Director’s experience and background). Diane de Saint Victor and Steve Thieke both stood down from the Board with effect from the end of the 2017 AGM.

The Directors in office at the end of 2017 were subject to an effectiveness review, as described on page 36. Based on the results of the review the Board accepted the view of the Committee that each Director proposed for election or re-election continues to be effective and that they each demonstrated the level of commitment required in connection with their role on the Board and the needs of the business.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    35


Governance: Directors’ report

What we did in 2017

Board Nominations Committee report

Review of Board and Board Committee effectiveness

Process

Each year, an evaluation is conducted on the effectiveness of the Board, the Board Committees and individual Directors. Full external evaluations of Board effectiveness have been undertaken in the past two years. In view of the impending new Group corporate structure, following which another external evaluation will be carried out once the structure has had time to settle, the Board decided to focus this year’s review on individual Director performance to monitor the Board’s progress and to inform the agenda of the next full external review process.

Independent Board Evaluation facilitated the effectiveness review for 2016 and was engaged again to conduct the 2017 Board review, also again led by Ffion Hague. Independent Board Evaluation is an independent external consultancy with no other connection to Barclays. Consistent with previous years, Ffion Hague carried out interviews with the Directors to obtain feedback on the effectiveness of the Board throughout 2017.

Independent Board Evaluation issued a report to the Board on the findings of the effectiveness review. In addition, the Chairman was provided with a report and feedback on the performance of each of the

Directors, and the Senior Independent Director received a report on the Chairman.

Following consideration of the findings of the 2017 Board and Committee effectiveness reviews, the Directors remain satisfied that the Board and each of the Board Committees are operating effectively.

Outcomes of 2017 review

Board performance is considered to be improving, with more effective and insightful questions being asked in Board debates and a better balance being struck between support and challenge. In particular, the Directors were positive about:

the preparations for structural reform

project execution, such as the remediation of control issues and preparations for Brexit

the recruitment of high quality new Board members and members for the boards of Barclays UK and Barclays International.

The Directors were also pleased with progress on strengthening the senior executive team and deepening relationships between Directors and key executives. The executive team feels well supported by the Board and is grateful for that support.

Business performance is a concern for Board members, and the Board is focused on improving this within the Group. This will be a particular area of focus in 2018. The

restructuring of the Group in April 2018 is also a significant focus for the Group and regarded as a major challenge. The Board is cognisant of the challenges of ensuring the new Group corporate structure is effective and efficient, and is conscious of the need to maintain good governance overall and minimise duplication. The interaction between the Group Board and the boards of our strategically significant subsidiaries will be closely monitored and thought will be given to identifying opportunities for engagement with subsidiary board members to develop and maintain a good working relationship. The impact of the new structure on Board work and governance will be a key area of review for the 2018 external evaluation of the Board.

Committee effectiveness

The 2017 Board Committee effectiveness review was carried out internally, led by the Company Secretary. A questionnaire was circulated to all Committee members with a report of the findings of the effectiveness review provided to the Chair of each Committee as well as an update to the Board. The conclusion from the Committee reviews is that the Committees are working well, and you can read more about the findings for each Board Committee within each Committee Chairman’s letter.

Progress against 2016 findings

Following the 2016 Board effectiveness review facilitated by Independent Board Evaluation, a number of findings were identified and the summary below sets out the Board’s progress against those actions in 2017.

2016 findingsActions taken/findings in 2017
Board priorities

Create regular broad-based risk oversight Board sessions to allow Directors to look across the risk spectrum.

Schedule a debate on the role of the Board and non-executive Directors and link the conclusions to revised Board objectives to help focus the Board’s agenda.

Time was scheduled for free-ranging discussion around risk, strategy and the Bank’s long term plan during the Board’s annual strategy session.

The review reported that Board discussion was more focused and struck a balance between support and challenge.

Board/executive relationship

Positive and constructive relations between the Board and the new management team were reported.

The review found that the relationship between the Board and executive management deepened during 2017, with executive management feeling well supported.

Optimise communication and collaborationa

Continue to optimise the information flow between Directors in the run-up to structural reform in 2018.

Consider agreeing common values for the Group and the banking subsidiary boards in the new structure.

The Chairman continued to hold meetings with non-executive Directors ahead of Board meetings to brief them on current issues.

Further principles and practices were developed for interaction between the Board and the boards of Barclays UK and Barclays International, building on the Governance Guiding principles created in 2016.

Board appointment process

Continue to refine the Board skills matrix to ensure it aligns with the Group’s strategy and informs the succession plan for key Board roles. Implement more regular reporting to the Board on potential non-executive Directors under consideration.

The Board skills matrix and succession plan were kept under review, with separate skills matrices established for the Barclays UK and Barclays International boards. Board members were updated on recruitment progress and details of potential candidates.

Director induction

Continue to enhance the Director induction process with a focus on providing broader governance training to anyone who has not previously served on a UK PLC board.

The induction programme was reviewed to factor in tailored governance training for new Directors and was extended also to directors of Barclays UK, Barclays International and the Group Service Company.

Reporting to the Boardb

Review reporting arrangements on strategy implementation and review the KPIs or dashboard reports for key initiatives.

The form and content of reporting to the Board was reviewed and refreshed by management to ensure that the Board is provided with appropriate management information on strategy and execution priorities.

Notes

a  In 2016 this finding was named “Greater awareness of Board Committee work”.

b  In 2016 this finding was named “Dealing more strategically with global regulation”.

36    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Diversity on the Board and Group Executive Committee

The Board continues to have regard to the Hampton-Alexander Review recommendations to improve gender diversity among FTSE leadership teams and the Parker Review recommendations on the ethnic diversity of UK boards.

The Committee recognises the importance of ensuring that there is broad diversity inclusive of, but not limited to, gender, ethnicity, geography and business experience on the Board, while continuing to recommend all appointments based on merit in the context of the skills and experience required. Barclays’ approach to Board diversity is set out in full in theBoard Diversity Policy, which can be found online athome.barclays/corporategovernance. OurBoard Diversity Policy recognises that a truly diverse Board will include and make good use of the differences in skills, experience, background, race, gender and other distinctions brought by each Director, with such differences

With regard to ethnic diversity, the Board considers that Barclays is currently well-positioned in terms of representation at Board level and also at Group Executive Committee level when taking into account the Parker Review definition (being “individuals of Black, East Asian, Latin American, Middle Eastern or South Asian ethno-cultural backgrounds”). The Board will continue to monitor the overall diversity of our leadership pipeline to ensure we are attracting the broadest spectrum of leaders to Barclays.

During 2017, the Committee received regular updates from the Global Head of Diversity and Inclusion covering the full spectrum of Barclays’ diversity and inclusion agenda, including the actions being taken regarding dynamic working, colleague inclusion, workforce diversity, mental health awareness and social mobility. The Committee is pleased with the progress being made and discussed ways in which inclusion might be tracked. Management is continuing to work on drawing together indicators across the Group to develop a metric to measure progress on inclusion.

being considered in determining the optimum composition of the Board. When executive search firms are engaged to assist with the recruitment of a new Director, diversity is identified as a key factor. In addition, the external Board evaluation considered diversity when assessing the effectiveness of the Board. The Barclays Board target of 33% female representation among Directors by 2020 is formally reflected in theBoard Diversity Policy as well as being noted in the Board skills matrix. Noting the current gender diversity balance on the Board, and as mentioned earlier in this report, the Committee has commissioned the recruitment of a further female non-executive Director to strengthen the diversity of gender on the Board. Further details about the current diversity balance of the Board can be found on page 4.

The Committee is also mindful of the current gender diversity balance of the Group Executive Committee, but is satisfied with the overall level of diversity across that Committee standing at 33% and with the percentage of women among the direct reports of Group Executive Committee members strengthening our succession pipeline. Further, Barclays is committed to achieving 33% female representation among the Group Executive Committee and their direct reports by 2020, and is currently reporting 25% female representation among this population. In 2017, the Group Executive Committee continued the initiative introduced by the Group Chief Executive in 2016 of having oneex-officio position on the Committee to broaden the scope of perspectives and contributions made, with each appointee serving for a four-month rotation.

LOGO

Further details about the current diversity balance of the Board can be found on page 4. More details on Barclays diversity and inclusion strategy and the progress made can be found on page 47.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    37


Governance: Directors’ report

How we comply

Leadership

As highlighted earlier in this report, the Board of Directors is responsible for promoting the highest standards of corporate governance in Barclays. We act in a way that we consider promotes the success of Barclays for the benefit of shareholders as a whole, and are accountable to the shareholders for creating and delivering sustainable value. We are responsible for setting strategy and overseeing its implementation, and also ensuring that management maintains an effective system of internal control.

For further information about the role of the Board and its responsibilities, together with the Board governance framework, please see page 8.

Roles on the Board

Executive and non-executive Directors share the same duties and are subject to the same constraints. However, in line with the principles of the Code, a clear division of responsibilities has been established. The Chairman is responsible for leading and managing the work of the Board, while responsibility for the day-to-day management of Barclays has been delegated to the Group

Chief Executive. The Group Chief Executive is supported in this role by the Group Executive Committee. Further information on membership of the Group Executive Committee can be found on page 7.

As a Board we have set out our expectations of each Director in Barclays’ Charter of Expectations. This includes role profiles and the behaviours and competencies required for each role on the Board, namely the Chairman, Deputy Chairman, Senior Independent Director, non-executive Directors, executive Directors and Committee Chairmen. The Charter of Expectations is reviewed annually to ensure it remains relevant and up-to-date. It is published onhome.barclays/corporategovernance to ensure that there is complete transparency of the standards we set for ourselves.

Attendance

As members of the Board of Directors we are expected to attend every Board meeting. In 2017, we attended both scheduled and additional Board meetings, as recorded in the table below. The Chairman met privately with the non-executive Directors ahead of each scheduled Board meeting, and if, owing to exceptional circumstances, a Director was not able to attend a Board meeting they ensured that their views were made known to the Chairman in advance of the meeting.

Board Attendance  Independent  

Scheduled
Meetings
eligible

to attend

   Scheduled
Meetings
attended
   %
attendance
   

Additional
Meetings
eligible

to attend

   Additional
meetings
attended
   %
attendance
 
Group Chairman              
John McFarlane  On appointment   8    8    100    7    7    100 
Executive Directors              
Tushar Morzaria  Executive Director   8    8    100    4    4    100 
Jes Staley  Executive Director   8    8    100    4    4    100 
Non-executive Directors              
Mike Ashley  Independent   8    8    100    7    7    100 
Tim Breedon  Independent   8    8    100    7    6    86 
Sir Ian Cheshire  Independent   6    5    83    4    4    100 
Mary Francis  Independent   8    8    100    7    7    100 
Crawford Gillies  Independent   8    7    88    7    7    100 
Sir Gerry Grimstone  Senior Independent Director   8    8    100    7    7    100 
Reuben Jeffery III  Independent   8    8    100    7    7    100 
Matthew Lester  Independent   3    3    100    1    1    100 
Dambisa Moyo  Independent   8    7    88    7    7    100 
Diane Schueneman  Independent   8    8    100    7    7    100 
Mike Turner CBEa  Independent   -    -    n/a            n/a 
Former Directors              
Diane de Saint Victor  Independent   3    3    100    3    3    100 
Steve Thieke  Independent   3    3    100    3    3    100 
Secretary              
Stephen Shapiro      2    2    100            n/a 
Former Secretaries              
Lawrence Dickinson     1    1    100    1    1    100 
Claire Davies      5    5    100    6    6    100 

Note

a Mike Turner CBE joined the Board with effect from 1 January 2018. As part of his induction programme, he attended the December 2017 board meeting.

38    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Board Committee cross-membership

The table below shows the number of cross-memberships of our non-executive Directors across our Board Committees.

   

Board Audit

Committee

  Board Nominations
Committee
  Board Remuneration
Committee
  Board Reputation
Committee

Board Risk  

Committee  

  

 

4

 

  

 

3

  

 

1

  

 

1

Board Reputation   Committee  

  

 

1

 

  

 

2

  

 

2

  

Board Remuneration   Committee  

  

 

2

    

  

 

2

    

Board Nominations   Committee  

  

 

3

    

      

Effectiveness

Composition of the Board

In line with the requirements of the Code, a majority of the Board are independent non-executive Directors. The Board currently comprises a Chairman, who was independent on appointment, two executive Directors and eleven non-executive Directors. We consider the independence of our non-executive Directors annually, using the independence criteria set out in the Code and by reviewing performance against behaviours that we have identified as essential in order to be considered independent. As part of this process, the Board keeps under review the length of tenure of all Directors, which is a factor that is considered as part of its deliberations when determining independence of our non-executive Directors. The independence criteria can be found inCorporate Governance in Barclays athome.barclays/corporategovernance.

The Board Nominations Committee considers Board succession planning and regularly reviews the composition of the Board and the Board Committees to ensure that there is an appropriate balance and diversity of skills, experience, independence and knowledge. The size of the Board is not fixed and may be revised from time to time to reflect the changing needs of the business and the Board Nominations Committee will consider the balance of skills and experience of current Directors when considering a proposed appointment.

Each year we carry out an effectiveness review in order to evaluate our performance as a Board, as well as the performance of each of the Board Committees and individual Directors. This annual review assesses whether each of us continues to discharge our respective duties and responsibilities effectively and is considered when deciding whether individual Directors will offer themselves for election or re-election at the AGM. More information on the 2017 Board effectiveness review can be found on page 36.

Our biographies containing our relevant skills and experience, Board Committee membership and other principal appointments can be found on pages 5 and 6. Details of changes to the Board in 2017 and year to date are disclosed on page 3.

The service contracts for the executive Directors and the letters of appointment for the Chairman and non-executive Directors are available for inspection at our registered office.

Time commitment

We are expected to allocate sufficient time to our role on the Board in order to discharge our responsibilities effectively. This includes attending, and being well-prepared for, all Board and Board Committee meetings, as well as making time to understand the business, meet with executives and regulators, and complete ongoing training. As stated in ourCharter of Expectations, time commitment is agreed with each non-executive Director on an individual basis. Set out below is the average expected time commitment for the role of non-executive Directors and the other non-executive positions on the Board. For these additional positions there is an expectation that, in order to effectively fulfil extra responsibilities, additional time commitment is required.

RoleExpected time commitment
Chairman80% of a full time position
Deputy ChairmanAt least 0.5 days a week
Senior Independent DirectorAs required to fulfil the role
Non- executive Director30 days a year (membership of one Board Committee included, increasing to 40 days a year if a member of two Board Committees)
Committee ChairmenAt least 60 days a year (including non-executive Director time commitment)

The Chairman must commit to expend whatever time is necessary to fulfil his duties and, while this is expected to be equivalent to 80% of a full time position, his Chairmanship of the Group, and leadership of the Board, has priority over other business commitments. In exceptional circumstances, we are all expected to commit significantly more time to our work on the Board.

Induction

On appointment to the Board, all Directors receive a comprehensive induction which is tailored to the new Director’s individual requirements. The induction schedule is designed to quickly provide the new Director with an understanding of how the Group works and the key issues that it faces. The Company Secretary consults the Chairman when designing an induction schedule, giving consideration to the particular needs of the new Director. When a Director is joining a Board Committee the schedule includes an induction to the operation of that committee.

On completion of the induction programme, the Director should have sufficient knowledge and understanding of the nature of the business, and the opportunities and challenges facing Barclays, to enable them to effectively contribute to strategic discussions and oversight of the Group.

Following their appointment in 2017, Sir Ian Cheshire, Matthew Lester and Mike Turner CBE received induction programmes on joining the Board. In line with normal practice, they met with the Company Secretary, the current non-executive Directors and members of the Group Executive Committee and certain other senior executives.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    39


Governance: Directors’ report

How we comply

Training and development

In order to continue to contribute effectively to Board and Board Committee meetings, Directors are regularly provided with the opportunity to take part in ongoing training and development and can also request specific training that we may consider necessary or useful. As part of our annual performance review with the Chairman, we discuss any particular development needs that can be met through either formal training or meeting with a particular senior executive. In 2017, Directors received ongoing training in relation to legal and regulatory developments, including in relation to the requirements of, and responsibilities under, the UK Senior Managers Regime.

Conflicts of Interest

In accordance with the Companies Act 2006 and the Articles of Association the Board has the authority to authorise conflicts of interest. Directors are required to declare any potential or actual conflicts of interest that could interfere with their ability to act in the best interests of the Group. The Company Secretary maintains a conflicts register, which is a record of actual and potential conflicts, together with any Board authorisation of the conflict. The authorisations are for an indefinite period but are reviewed annually by the Board Nominations Committee, which also considers the effectiveness of the process for authorising Directors’ conflicts of interest. The Board retains the power to vary or terminate the authorisation at any time.

Information provided to the Board

The Role Profile for the Chairman, as set out in ourCharter of Expectations, confirms his responsibility for ensuring that members of the Board receive accurate, timely and high-quality information. In particular, we require information about Barclays’ performance to enable us to take sound decisions, monitor effectively and provide advice to promote the success of the Company. Working in collaboration with the Chairman, the Company Secretary is responsible for ensuring good governance and consults Directors to ensure that good information flows exist and that the Board receives the information it requires in order to be effective.

Throughout the year both the executive Directors and senior executives keep the Board informed of key developments in the business through regular reports and updates. These are in addition to the presentations that the Board and Board Committees receive as part of their formal meetings. Directors are able to seek independent and professional advice at Barclays’ expense, if required, to enable Directors to fulfil their obligations as members of the Board.

Accountability

Risk Management and Internal Control

The Directors are responsible for ensuring that management maintains an effective system of risk management and internal control and for assessing its effectiveness. Such a system is designed to identify, evaluate and manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

Barclays is committed to operating within a strong system of internal control that enables business to be transacted and risk taken without exposing itself to unacceptable potential losses or reputational damage. Barclays has an overarching framework that sets out the Group’s approach to internal governance,The Barclays Guide, which establishes the mechanisms and processes by which management implements the strategy set by the Board to direct the organisation, through setting the tone and expectations from the top, delegating its authority and assessing compliance.

A key component ofThe Barclays Guide is theEnterprise Risk Management Framework(ERMF). The purpose of the ERMF is to identify and set minimum requirements in respect of the main risks to achieving the Group’s strategic objectives and to provide reasonable assurance that internal controls are effective. The key elements of the Group’s system of internal control, which is aligned to the recommendations ofThe Committee of Sponsoring Organizations of the Treadway Commission, Internal Control – Integrated Framework (2013 COSO), are set out in the risk control frameworks relating to each of the Group’s Principal Risks. As well as incorporating our internal requirements, these reflect material Group-wide legal and regulatory requirements relating to internal control and assurance.

Effectiveness of internal controls

Key controls are assessed on a regular basis for both design and operating effectiveness. Issues arising out of business risk and control assessments and other internal and external sources are examined to identify pervasive themes. Where appropriate, control issues are reported to the Board Audit Committee (BAC). In addition, the BAC receives regular reports from management, Barclays Internal Audit (BIA) and the Finance, Compliance and Legal functions covering, in particular, financial controls, compliance and other operational controls.

Risk management and internal control framework

The ERMF is the Group’s internal control framework, which is refreshed annually. There are eight Principal Risks under the ERMF: Credit risk, Market risk, Treasury and capital risk, Operational risk, Model risk, Reputation risk, Conduct risk and Legal risk.

The BAC formally reviews the system of internal control and risk management annually. Throughout the year ended 31 December 2017 and to date, the Group has operated a system of internal control that provides reasonable assurance of effective operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the Principal Risks facing the Group in accordance with the‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ published by the Financial Reporting Council.

The review of the effectiveness of the system of risk management and internal control is achieved through a four-step approach which is centred on reviewing the effectiveness ofThe Barclays Guide and its component parts:

1.Control meetings of the Business and Functional Executive Committees monitor, review and challenge the effective operation of key risk management and control processes, including the results of audits and reviews undertaken by BIA (which include assessments of the Control Environment and Management Control Approach) and examinations and assessments undertaken by our primary regulators, on an ongoing basis as part of the system of risk management and internal control. The remediation of issues identified within the Control Environment is regularly monitored by management and the BAC.

2.Testing of the Control meetings, held by the Executive Committees, provides assurance that the committees are effectively overseeing the Control Environment and associated risk management and internal control processes.

3.The owners of the key governance processes which compriseThe Barclays Guideundertake a review to confirm that processes have been implemented.

4.The annual review of the system of risk management and internal control brings together the results of the activities completed in steps 1 to 3 to ensure that each of the key processes has been effectively reviewed.
 

 

42  |40    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Governance

People

Regular reports are made to the Board covering risks of Group-level significance. The Board Risk Committee and the Board Reputation Committee examine reports covering the Principal Risks as well as reports on risk measurement methodologies and risk appetite. Further details of risk management procedures and potential risk factors are given in the Risk review and risk management sections on pages 75 to 162.

Controls over financial reporting

A framework of disclosure controls and procedures is in place to support the approval of the Group’s financial statements. Specific governance committees are responsible for examining the Groups’ financial reports and disclosures to ensure that they have been subject to adequate verification and comply with applicable standards and legislation. These committees report their conclusions to the BAC which debates its conclusions and provides further challenge. Finally, the Board scrutinises and approves results announcements and the Annual Report, and ensures that appropriate disclosures have been made. This governance process ensures that both management and the Board are given sufficient opportunity to debate and challenge the Groups’ financial statements and other significant disclosures before they are made public.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision of the principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and issued by the International Accounting Standards Board (IASB). Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorisations of management and the respective Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.

Internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the internal control over financial reporting of Barclays PLC Group’s and Barclays Bank PLC Group’s as of 31 December 2017. In making its assessment, management utilised the criteria set out in the 2013 COSO framework and concluded that, based on its assessment, the internal control over financial reporting was effective as of 31 December 2017. Our independent registered public accounting firm has issued a report on the Barclays PLC Group internal control over financial reporting, which is set out on page 186.

The system of internal financial and operational controls is also subject to regulatory oversight in the UK and overseas. Further information on supervision by the financial services regulators is provided under Supervision and Regulation in the Risk review section on pages 155 to 162.

Changes in internal control over financial reporting

There have been no changes in the Groups’ internal control over financial reporting that occurred during the period covered by this report which have materially affected or are reasonably likely to materially affect the Groups’ internal control over financial reporting.

Remuneration

The Board has delegated responsibility for the consideration and approval of the remuneration arrangements of the Chairman, executive Directors, other senior executives and certain Group employees to the Board Remuneration Committee. The Board as a whole, with the non-executive Directors abstaining, considers annually the fees paid to non-executive Directors. Information on the activities of the Board Remuneration Committee in 2017 can be found in the Remuneration report on pages 51 to 74, which forms part of the corporate governance statement.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    41


Governance: Directors’ report

How we comply

 

 

 Stakeholder engagement

Investor Engagement

The Board is committed to promoting effective channels of communication with our shareholders and upholding good corporate governance as a means of building stronger and more engaged relationships with them. Our comprehensive Investor Relations engagement with the market helps us to understand investor views about Barclays, which are communicated regularly to the Board. Our shareholder communication guidelines, which underpin all investor engagement, are available on our website athome.barclays/investorrelations.

Institutional Investors

In 2017, our Investor Relations engagement with institutional investors took place throughout the year, both following our quarterly results as well as outside of the reporting cycle. This allowed the opportunity for existing and potential new investors to engage with Barclays regularly, promoting dialogue on longer-term strategic developments as well as on the recent financial performance of the Group.

The Directors, in conjunction with the senior executive team and Investor Relations, participated in varied forms of engagement, including investor meetings, seminars and conferences across many geographic locations, reflecting the diverse nature of our equity and debt institutional ownership. Divisional management also presented extensively to investors, promoting greater awareness and understanding of our operating businesses.

During 2017, discussions with investors were focused on the completion of our restructuring, including the sell down of our interest in Barclays Africa Group Limited to 14.9% and the closure of Non-Core in June, as well as our revised Group financial targets and our plans to achieve them within the specified timelines. Investors were also kept informed about progress on structural reform, in particular the set up of the UK ring-fenced bank, which we expect to take place in the second quarter of 2018.

Investor meetings focused on corporate governance also took place throughout the year, with the Chairman, Senior Independent Director, other Board representatives and the Company Secretary.

We held conference calls/webcasts for our quarterly results briefings and an in-person presentation for our 2016 full year results in March 2017, all hosted by the Group Chief Executive and Group Finance Director. In addition, the Group Finance Director held a

quarterly breakfast briefing for sellside analysts, with a transcript of the discussions uploaded to our website. For fixed income investors we held conference calls at our full year and half year results, hosted by our Group Finance Director and Group Treasurer.

The Investor Relations section of our website is an important communication channel that enables the effective distribution of information to the market in a clear and consistent manner. Executive management presentations, speeches and, where possible, webcast replays are uploaded to our website on a timely basis.

Private Shareholders

During 2017, we continued to communicate with our private shareholders through our shareholder mailings. Shareholders can also choose to sign up to Shareview so that they receive information about Barclays and their shareholding directly by email. On a practical level, over 60,000 shareholders did not cash their Shares Not Taken Up (SNTU) cheque following the Rights Issue in September 2013. In 2017, we continued the tracing process to reunite these shareholders with their SNTU monies and any unclaimed dividends and by the end of the year, we had returned approximately £200,000 to our shareholders, in addition to the £1.65m returned in 2016 and £2.2m in 2015. Each year we launch a Share Dealing Service aimed at shareholders with relatively small shareholdings for whom it might otherwise be uneconomical to deal. One option open to shareholders is to donate their sale proceeds to ShareGift. As a result of this initiative, more than £61,000 was donated in 2017, taking the total donated since 2015 to over £299,000.

Our AGM

The Board and the senior executive team continue to consider our AGM as a key date for shareholder engagement. The AGM provides us with our main opportunity to engage with shareholders, particularly our private shareholders, on the key issues facing the Group and any questions they may have. A number of Directors, including the Chairman, were available for informal discussion either before or after the meeting. All resolutions proposed at the 2017 AGM, which were considered on a poll, were passed with votes “For” ranging from 85.67% to 99.95% of the total votes cast.

The 2018 AGM will be held on Tuesday 1 May 2018 at the QEII Conference Centre in London. The Notice of AGM can be found in a separate document, which is sent out at least 20 working days before the AGM and also made available at

home.barclays/agm. Voting on the resolutions will again be by poll and the results will be announced via the Regulatory News Service and made available on our website on the same day. We encourage any shareholders who are unable to attend on the day to vote in advance of the meeting viahome.barclays/ investorrelations/vote or through Shareview(www.shareview.co.uk).

2017 engagement timeline

LOGO

42    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

Other statutory information

 

In 2014 we experienced significant change acrossThe Directors present their report together with the audited accounts for the year ended 31 December 2017.

Other information that is relevant to the Directors’ Report, and which is incorporated by reference into this report, can be located as follows:

Page
Employee involvement47
Policy concerning the employment of disabled persons48
Financial instruments212
Hedge accounting policy200
Remuneration policy, including details of the remuneration of each Director and Directors’ interests in shares51
Corporate governance report1
Risk review75
Disclosures required pursuant to Listing Rule 9.8.4R can be found on the following pages:
Page
Long-term incentive schemes81
Waiver of Director emoluments70
Allotment for cash of equity securities251
Waiver of dividends43

Profit and dividends

Statutory loss after tax for 2017 was £894m (2016: profit £2,828m). The final dividend for 2017 of 2.0p per share will be paid on 5 April 2018 to shareholders whose names are on the Register of Members at the close of business on 2 March 2018. With the interim dividend totalling 1.0p per ordinary share, paid in September 2017, the total distribution for 2017 is 3.0p (2016: 3.0p) per ordinary share. The interim and final dividends for 2017 amounted to £509m (2016: £757m).

For 2018, Barclays drivenanticipates resuming a total cash dividend of 6.5p, subject to regulatory approvals.

The nominee company of certain Barclays’ employee benefit trusts holding shares in Barclays in connection with the operation of the Company’s share plans has lodged evergreen dividend waivers on shares held by it that have not been allocated to employees. The total amount of dividends waived during the year ended 31 December 2017 was £0.68m (2016: £2.6m).

Barclays understands the importance of the ordinary dividend for our shareholders. Barclays is therefore committed to maintaining an appropriate balance between total cash returns to shareholders, investment in the business, and maintaining a strong capital position. Going forward, Barclays intends to pay an annual ordinary dividend that takes into account these objectives, and the medium-term earnings outlook of the Group. It is also the Board’s intention to supplement the ordinary dividends with additional returns to shareholders as and when appropriate.

The Board notes that in determining any proposed distributions to shareholders, the Board will consider the expectation of servicing more senior securities.

Board of Directors

The names of the current Directors of Barclays PLC, along with their biographical details, are set out on pages 5 and 6 and are incorporated into this report by reference. Changes to Directors during the year are set out in the table below.

NameRoleEffective date of
appointment/
resignation
Sir Ian CheshireNon-executive Director

Appointed

3 April 2017

Matthew LesterNon-executive Director

Appointed

1 September 2017

Mike Turner CBENon-executive Director

Appointed

1 January 2018

Diane de Saint VictorNon-executive Director

Retired

10 May 2017

Stephen ThiekeNon-executive Director

Retired

10 May 2017

Appointment and retirement of Directors

The appointment and retirement of Directors is governed by the refreshCompany’s Articles of Association (the Articles), the UK Corporate Governance Code (the Code), the Companies Act 2006 and related legislation.

The Articles may only be amended by a special resolution of the shareholders. The Board has the power to appoint additional Directors or to fill a casual vacancy among the Directors. Any such Director holds office only until the next AGM and may offer himself/herself for re-election. The Code recommends that all directors of FTSE 350 companies should be subject to annual re-election. All Directors will stand for election or re-election at the 2018 AGM.

Directors’ indemnities

Qualifying third party indemnity provisions (as defined by section 234 of the Companies Act

2006) were in force during the course of the financial year ended 31 December 2017 for the benefit of the then Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties, powers or office. In addition, the Company maintains Directors’ & Officers’ Liability Insurance which gives appropriate cover for legal action brought against its Directors.

Qualifying pension scheme indemnity provisions (as defined by section 235 of the Companies Act 2006) were in force during the course of the financial year ended 31 December 2017 for the benefit of the then Directors, and at the date of this report are in force for the benefit of directors of Barclays Pension Funds Trustees Limited as Trustee of the Barclays Bank UK Retirement Fund. The directors of the Trustee are indemnified against liability incurred in connection with the company’s activities as Trustee of the Barclays Bank UK Retirement Fund.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    43


Governance: Directors’ report

Other statutory information

Similarly, qualifying pension scheme indemnities were in force during 2017 for the benefit of directors of Barclays Executive Schemes Trustees Limited as Trustee of Barclays Bank International Limited Zambia Staff Pension Fund (1965), Barclays Capital International Pension Scheme (No.1), and Barclays PLC Funded Unapproved Retirement Benefits Scheme. The directors of the Trustee are indemnified against liability incurred in connection with the company’s activities as Trustee of the schemes above.

Political donations

The Group did not give any money for political purposes in the UK, the rest of the EU or outside of the EU, nor did it make any political donations to political parties or other political organisations, or to any independent election candidates, or incur any political expenditure during the year.

In accordance with the US Federal Election Campaign Act, Barclays provides administrative support to a federal Political Action Committee (PAC) in the US funded by the voluntary political contributions of eligible employees. The PAC is not controlled by Barclays and all decisions regarding the amounts and recipients of contributions are directed by a steering committee comprising employees eligible to contribute to the PAC. Contributions to political organisations reported by the PAC during the calendar year 2017 totalled $67,250 (2016: $12,500).

Environment

Barclays focuses on addressing environmental issues where we believe we have the greatest potential to make a difference. We focus on managing our own carbon footprint and reducing our absolute carbon emissions, developing products and services to help enable the transition to a low-carbon economy, and managing the risks of climate change to our operations, clients, customers and society at large.

We invest in improving the energy efficiency of our operations and offset the emissions remaining through the purchase of carbon credits, sourced from verified projects. We also have a long-standing commitment to managing the environmental and social risks associated with our lending practices, which is embedded into our Credit risk processes. A governance structure is in place to facilitate clear dialogue across the business and with suppliers around issues of potential environmental and social risk.

We have disclosed global greenhouse gas emissions (GHG) that we are responsible for as set out by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013. We provide fuller disclosure on (i) financing solutions for the lower carbon economy, (ii) environmental risk management and (iii) management of our carbon and environmental footprint in the Barclays Environmental, Social and Governance (ESG) Report available on our website athome.barclays.com/citizenship. We have also provided initial disclosures aligned with the Task Force on Climate-Related Financial

Disclosures (TCFD) in the Strategic Report and ESG Report.

   Current 
Reporting 
Yeara
2017 
  Previous
Reporting
Year
2016
  Previous
reporting
Year
2015
 
Global Green House Gas (GHG) Emissionsb 
Total CO2e emissions (tonnes)  347,165   402,531   479,934 
Scope 1 CO2e emissions (tonnes)c  25,627   26,721   29,144 
Scope 2 CO2e emissions (tonnes)d  250,897   308,473   342,012 
Scope 3 CO2e emissions (tonnes)e  70,641   67,336   93,989 
Intensity Ratio 
Total Full Time Equivalent (Full Time Equivalent)  79,900   76,500   85,800 
Total CO2e emissions (tonnes) per FTEf  4.34   5.26   5.59 
Scope 2 CO2e market based emissions (tonnes)d  298,469   337,483     

Notes

aThe carbon reporting year for our GHG emissions is 1 October to 30 September. The carbon reporting year is not fully aligned to the financial reporting year covered by the Directors’ report.
bThe methodology used to calculate our GHG is the Greenhouse Gas Protocol (GHG): A Corporate Accounting and Reporting Standard Revised Edition, defined by the World Resources Institute/World Business Council for Sustainable Development (WRI/WBCSD). We have adopted the operational control approach on reporting boundaries to define our reporting boundary. Where properties are covered by Barclays’ consolidated financial statements but are leased to tenants, these emissions are not included in the Group GHG calculations. Where Barclays is responsible for the utility costs, these emissions are included.
On 1 June 2017 we completed the sale of a 33.7% stake in Barclays Africa Group Limited (BAGL) resulting in a non-controlling position. In 2017 we have restated our GHG emissions through to the 2015 baseline to account for this and BAGL emissions are not reported from 2015 onwards in order to ensure accurate tracking against our 30% carbon reduction commitment. In addition, we have restated our Scope 3 emissions to remove erroneous air data which was identified as part of the 2017 reporting process.
cScope 1 covers direct combustion of fuels and company owned vehicles (from UK only, which is the most material contributors). Fugitive emissions reported in Scope 1 cover emissions from UK, Americas, Asia Pacific and Europe.
dScope 2 location and market emissions cover electricity and steam purchased for own use. Market based emissions have been reported for 2017 and 2016 only.
eScope 3 covers indirect emissions from business travel (global flights and ground transport from the UK, USA and India. USA and India ground transport covers onwards car hire only which is provided directly by the supplier. Ground transportation data (excluding Scope 1 company cars) covers only countries where robust data is available directly from the supplier.
fIntensity ratio calculations have been calculated using location based emission factors only.

Research and development

In the ordinary course of business, the Group develops new products and services in each of its business divisions.

Share capital

Share capital structure

The Company has ordinary shares in issue. The Company’s Articles also allow for the issuance of sterling, US dollar, euro and yen preference shares (preference shares). No preference shares have been issued as at 19 February 2018 (the latest practicable date for inclusion in this report). Ordinary shares therefore represent 100% of the total issued share capital as at 31 December 2017 and as at 19 February 2018 (the latest practicable date for inclusion in this report). Details of the movement in ordinary share capital during the year can be found in Note 31 on page 251.

Voting

Every member who is present in person or represented at any general meeting of the Company, and who is entitled to vote, has one vote on a show of hands. Every proxy present has one vote. The proxy will have one vote for and one vote against a resolution if he/she has been instructed to vote for or against the resolution by different members or in one direction by a member while another member has permitted the proxy discretion as to how to vote.

On a poll, every member who is present or represented and who is entitled to vote has one vote for every share held. In the case of joint holders, only the vote of the senior holder (as determined by order in the share register) or his/her proxy may be counted. If any sum payable remains unpaid in relation to a member’s shareholding, that member is not entitled to vote that share or exercise any other right in relation to a meeting of the Company unless the Board otherwise determines.

If any member, or any other person appearing to be interested in any of the Company’s ordinary shares, is served with a notice under section 793 of the Companies Act 2006 and does not supply the Company with the information required in the notice, then the Board, in its absolute discretion, may direct that that member shall not be entitled to attend or vote at any meeting of the Company. The Board may further direct that if the shares of the defaulting member represent 0.25% or more of the issued shares of the relevant class, that dividends or other monies payable on those shares shall be retained by the Company until the direction ceases to have effect and that no transfer of those shares shall be registered (other than certain specified ‘excepted transfers’). A direction ceases to have effect seven days after the Company has received the information requested, or when the Company is notified that an excepted transfer of all of the relevant shares to a third party has occurred, or as the Board otherwise determines.

44    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Transfers

Ordinary shares may be held in either certificated or uncertificated form. Certificated ordinary shares shall be transferred in writing in any usual or other form approved by the Company Secretary and executed by or on behalf of the transferor. Transfers of uncertificated ordinary shares shall be made in accordance with the Companies Act 2006 and CREST Regulations.

The Board is not bound to register a transfer of partly-paid ordinary shares or fully-paid shares in exceptional circumstances approved by the FCA. The Board may also decline to register an instrument of transfer of certificated ordinary shares unless it is (i) duly stamped, deposited at the prescribed place and accompanied by the share certificate(s) and such other evidence as reasonably required by the Board to evidence right to transfer, (ii) it is in respect of one class of shares only, and (iii) it is in favour of a single transferee or not more than four joint transferees (except in the case of executors or trustees of a member).

In accordance with the provisions of Section 84 of the Small Business, Enterprise and Employment Act 2015, preference shares may only be issued in registered form. Preference shares shall be transferred in writing in any usual or other form approved by the Company Secretary and executed by or on behalf of the transferor. The Company’s registrar shall register such transfers of preference shares by making the appropriate entries in the register of preference shares. Each preference share shall confer, in the event of a winding up or any return of capital by reduction of capital (other than, unless otherwise provided by their terms of issue, a redemption or purchase by the Company of any of its issued shares, or a reduction of share capital), the right to receive out of the surplus assets of the Company available for distribution among the members and in priority to the holders of the ordinary shares and any other shares in the Company ranking junior to the relevant series of preference shares and pari passu with any other class of preference shares (other than any class of shares then in issue ranking in priority to the relevant series of preference shares), repayment of the amount paid up or treated as paid up in respect of the nominal value of the preference share together with any premium which was paid or treated as paid when the preference share was issued in addition to an amount equal to accrued and unpaid dividends.

Variation of Rights

The rights attached to any class of shares may be varied either with the consent in writing of the holders of at least 75% in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. The rights of shares shall not (unless expressly provided by the rights attached to such shares) be deemed varied by the creation of further shares ranking equally with them or subsequent to them.

Limitations on foreign shareholders

There are no restrictions imposed by the Articles of Association or (subject to the effect of any economic sanctions that may be in force from time to time) by current UK laws which relate only to non-residents of the UK and which limit the rights of such non-residents to hold or (when entitled to do so) vote the ordinary shares.

Exercisability of rights under an employee share scheme

Employee Benefit Trusts (EBTs) operate in connection with certain of the Group’s Employee Share Plans (Plans). The trustees of the EBTs may exercise all rights attached to the shares in accordance with their fiduciary duties other than as specifically restricted in the relevant Plan governing documents. The trustees of the EBTs have informed the Company that their normal policy is to abstain from voting in respect of the Barclays shares held in trust. The trustees of the Global Sharepurchase EBT and UK Sharepurchase EBTs may vote in respect of Barclays shares held in the EBTs, but only as instructed by participants in those Plans in respect of their partnership shares and (when vested) matching and dividend shares. The trustees will not otherwise vote in respect of shares held in the Sharepurchase EBTs.

Special rights

There are no persons holding securities that carry special rights with regard to the control of the company.

Major shareholdersa

Major shareholders do not have different voting rights from those of other shareholders. Information provided to the Company by substantial shareholders pursuant to the FCA’s Disclosure Guidance and Transparency Rules are published via a Regulatory Information Service and is available on the Company’s website. As at 31 December 2017, the Company had been notified under Rule 5 of the Disclosure Guidance and Transparency Rules of the following holdings of voting rights in its shares.

Person interested  

Number of

Barclays Shares

   % of total 
voting 
rights 
attaching 
to issued 
share 
capitalb
 
The Capital Group    
Companies Incc   1,172,090,125    6.98  
Qatar Holding LLCd   1,017,455,690    5.99  
BlackRock, Ince   1,010,054,871    5.92  

Notes

aSignificant shareholders for the last 3 years are shown on page 284.
bThe percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules.
cThe Capital Group Companies Inc (CG) holds its shares via CG Management companies and funds. Part of the CG holding is held as American Depositary Receipts. On 14 February 2018, CG disclosed by way of a Schedule 13G filed with the SEC, beneficial ownership of 1,167,912,211 ordinary shares of the Company as of 29 December 2017, representing 6.8% of that class of shares.
dQatar Holding LLC is wholly-owned by Qatar Investment Authority. On 17 January 2018, Qatar Holding LLC disclosed by way of a Schedule 13G filed with the SEC, beneficial ownership of 941,620,690 ordinary shares of the Company as of 31 December 2017, representing 5.52% of that class of shares.
eTotal shown includes 2,009,814 contracts for difference to which voting rights are attached. Part of the holding is held as American Depositary Receipts. On 30 January 2018, BlackRock, Inc. disclosed by way of a Schedule 13G filed with the SEC, beneficial ownership of 1,145,415,782 ordinary shares of the Company as of 31 December 2017, representing 6.7% of that class of shares.

Between 31 December 2017 and 19 February 2018 (the latest practicable date for inclusion in this report), the Company was notified that BlackRock, Inc. now holds 990,743,261 Barclays shares, representing 5.80% of the total voting rights attached to issued share capital.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    45


Governance: Directors’ report

Other statutory information

Powers of Directors to issue or buy back the Company’s shares

The powers of the Directors are determined by the Companies Act 2006 and the Company’s Articles. The Directors are authorised to issue and allot shares and to buy back shares subject to annual shareholder approval at the AGM. Such authorities were granted by shareholders at the 2017 AGM. It will be proposed at the 2018 AGM that the Directors be granted new authorities to allot and buy back shares.

Repurchase of shares

The Company did not repurchase any of its ordinary shares during 2017 (2016: none). As at 19 February 2018 (the latest practicable date for inclusion in this report) the Company had an unexpired authority to repurchase ordinary shares up to a maximum of 1,696m ordinary shares.

Distributable reserves

As at 31 December 2017, the distributable reserves of Barclays PLC (the Parent company) were £6,728m and the distributable reserves of Barclays Bank PLC were £24,021m.

As at the date of this report, Barclays PLC, Barclays Bank PLC and Barclays Bank UK PLC (our future ring-fenced bank) intend to carry out a process in the second half of 2018 to increase their respective distributable reserves. Each process will require the relevant company to obtain shareholder and court approval, and for Barclays PLC we will be seeking shareholder approval at our 2018 AGM. In each case, the processes will involve the conversion of the share premium account into a distributable reserve, which is a reclassification within the equity of each company and will have no regulatory capital impact. Further information will be included in the Barclays PLC AGM Notice of Meeting (please see page 74 for further details about our AGM and how you can vote).

Change of control

There are no significant agreements to which the Company is a party that are affected by a change of control of the Company following a takeover bid. There are no agreements between the Company and its Directors or employees providing for compensation for loss of office or employment that occurs because of a takeover bid.

Going concern

The Group’s business activities, financial position, capital, factors likely to affect its future development and performance and its objectives and policies in managing the financial risks to which it is exposed are discussed in the Risk review and Risk management sections.

The Directors considered it appropriate to prepare the financial statements of the Group and Company on a going concern basis.

In preparing each of the Group and parent Company financial statements, the directors are required to:

assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent company’s or to cease operations, or have no realistic alternative but to do so.

Disclosure of Information to the Auditor

Each Director confirms that, so far as he/she is aware, there is no relevant audit information of which the Company’s auditors are unaware and that each of the Directors has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. This confirmation is given pursuant to section 418 of the Companies Act 2006 and should be interpreted in accordance with and subject to those provisions.

Directors’ responsibilities

The following statement, which should be read in conjunction with the Report of the independent registered public accounting firm set out on page186 and 187, is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the auditors in relation to the accounts.

The Directors are required by the Companies Act 2006 to prepare Group and Company financial statements for each financial year and, with regards to Group accounts, in accordance with Article 4 of the IAS Regulation. The Directors have prepared Group and Company accounts in accordance with IFRS as adopted by the EU. Under the Companies Act 2006, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of their profit or loss for that period.

The Directors consider that, in preparing the financial statements, the Group and Company has used appropriate accounting policies, supported by reasonable judgements and estimates, and that all accounting standards which they consider to be applicable have been followed.

Having taken all the matters considered by the Board and brought to the attention of the Board during the year into account, the Directors are satisfied that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Group and Company’s position and performance, business model and strategy.

Directors are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Directors’ responsibility statement

The Directors have responsibility for ensuring that the Company and the Group keep accounting records which disclose with reasonable accuracy the financial position of the Company and the Group and which enable them to ensure that the accounts comply with the Companies Act 2006.

The Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement in accordance with applicable law and regulations.

The Directors are responsible for the maintenance and integrity of the Annual Report and Financial Statements as they appear on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and Company and to prevent and detect fraud and other irregularities.

The Directors, whose names and functions are set out on pages 5 and 6, confirm to the best of their knowledge that:

(a)the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

(b)the management report, on page 2 to 50 which is incorporated in the Directors’ Report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

By order of the Board

LOGO

Stephen Shapiro

Company Secretary

21 February 2018

Registered in England.

Company No. 48839

46    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Directors’ report

People

As highlighted in Our People and Culture we have continued to make progress towards increasing the diversity of our workforce underpinned by an inclusive culture and engaged employees. Below provides an overview of some of the programmes, initiatives and ways in which we are supporting our colleagues, which in turn enables us to support our customers, clients and the community.

Early careers and apprenticeships

Our Early Careers offering includes graduate, internship and apprenticeship programmes. In 2017 we hired over 780 interns and 675 graduates, and since 2012 we have created over 3,400 apprenticeships. We provide pathways for progression from apprentice to graduate supported by recognised qualifications and, in doing so, help to create an internal talent pipeline. During 2017, we launched a new graduate programme across a number of our business strategy as well asareas to attract the regulatoryworkforce of the future, and economic environment.within Technology and Barclays UK we increased the number of opportunities for both interns and graduates.

Internal Mobility

By supporting internal mobility across Barclays and making it simple and easy for colleagues to move internally, we hope to successfully retain and develop our internal talent. We have continued to support our colleagues, focusing on understandingdeveloped multiple tools and addressing the impact these changes have had on our internal operations. We continue progress on our journey to become the ‘Go-To’ bank and enabling ourresources for colleagues to feel partfind internal career opportunities and for managers to find and assess suitable internal candidates. In 2017 our rate of this is criticalinternal hiring was 40%, a reduction on 2016, which can be attributed to its success.

We are continuing our journeyfactors including a strategic move to transform the culture of the bank. Following the launch of the Values in 2013, the focus in 2014 has been continuing to drive the cultural change through our Senior Leadership Grouphire externally for specific skill sets, particularly within Technology, and setting the tone from the top. Our Values are clearly articulated for leaders and employees and are helping to shape our desired culture over time.

Our organisational culture is driven through a number of initiatives that include: building our colleagues’ capability and skills, embedding the Values into our organisational systems and processes, ensuring a sharper focus on role modelling behaviour,converting temporary staff into permanent roles.

Leadership and supportingLearning

In 2017, a consistent Barclays Leadership Capability framework launched across the development of our leaders.

We believe that leadership shapes culture which in turn drives organisational performance.organisation. Our leadership development programme is designed withand learning solutions are underpinned by this in mind, focusing onframework and our Values and aligning leaders’ mind set with the objectives of the balanced scorecard.values. The Barclays Leadership Academy, launched in 2013Academies and designed to help us build a cadre of leaders who can shape our culture and drive organisational performance, continued to be deployed in 2014. We also deployed our Global Curriculum enabling a consistent approach to coreprovide colleagues with face-to-face, virtual and leadershipself-managed development for all colleagues. The programmes are underpinned by the Values and build individual capability through a variety of learning styles, including multimedia and classroom based learning. In addition, we have deployed business training academies across Compliance, Barclays Internal Audit, Client & Customer Experience in Personal & Corporate Banking, and Investment Banking, giving access to role specific learning as well as core and leadership development.

To embed our desired culture at all levels of the organisation we have implemented the Values across our key people processes. Our recruitment and promotion processes include an assessment of the Values and Behaviours for all corporate grades. Newresources. All new joiners are invited to participate inundertake the ‘Being Barclays’ Global Induction programme as partinduction, providing an in-depth understanding of their transition into Barclays, enabling them to connect to the organisational Purpose as they join our ‘Go-To’ journey. We have set outvalues and expected behaviours through the behavioural standards we expect at Barclays in the globalGlobal Code of Conduct (The Barclays Way).

Industrial relations and allManaging change

Barclays has a long-standing partnership approach to industrial relations and we value the relationships we have with over 14 trade unions, works councils and staff associations globally. Within the UK we have a formal partnership with Unite which has been in place for over 17 years. Following joint review, the partnership agreement was extended in 2017 for a further 5 years. As part of the review, Unite recognition was extended to cover an additional 1,500 employees. Throughout 2017, we have continued to have regular and constructive dialogue with employee representatives and employees on a wide range of topics. Earlier this year, as part of our implementation of structural reform, we consulted with Unite and employee forums on the successful transfer of c. 53,000 employees to new legal employing entities. We seek to avoid compulsory redundancies where possible and try to find ways in which we can achieve this during the consultation period. We continue to place significant emphasis on voluntary redundancy programmes as well as internal redeployment through our ‘Internals First’ programme. We also aim to keep in touch with former colleagues are requiredthrough the Barclays Global Alumni Programme.

Performance Management

Barclays approach to attest and demonstrate their understanding of these.

In 2014, our performance management process has assessed colleagues against both ‘what’ they do and ‘how’ they do it. All colleague objectives are alignedis key to the 5Csdelivery of the Balanced Scorecardour strategy and to ensure consistency with Barclays’ strategic aims at all levels. The ‘Values in Action’ framework providesdrive a toolvalues-based culture. Colleagues align their objectives (‘what’ they will deliver) to assess employees against ‘how’business and team goals to support our strategy and good customer outcomes. Behavioural expectations (‘how’ they will achieve their objectives and guides employees on behaviourobjectives) are set in line with the Values. This framework underpinscontext of our approach to embedding the Values within Barclays across all key people processes.

We value sharing in each other’s success at Barclays and ourvalues. Our global recognition plan allowsprogramme provides colleagues the opportunity to recognise the outstanding achievements of people demonstratingthose who have demonstrated our Values. Sincevalues. We continue to see a year-on-year increase in the launchnumber of the programmecolleagues receiving a values ‘Thank You’ message, with over 210,000 messages sent in May 2014, over 80,000 colleagues have received a ‘Values Thank You’ and over 28,000 employees have been nominated by a colleague for a non-financial ‘Values Award’. 2017.

Colleagues are also encouraged to participatebe involved with the Company’s performance by participating in our all-employee share plans, which have been running successfully for over 10 years. Further details of our approach to remuneration are included in the Remuneration Report on pages 46-79.51 to 74.

Employee Communications

Barclays regularly updates employees on the financial and economic factors affecting the Company’s performance and the delivery of the strategy through Group CEO and senior leader communications, line manager briefing packs, interviews and talking points distributed to employees every quarter in accordance with our financial reporting calendar. We hold a variety of events for employees to hear directly from the Group Executive Committee and employees are kept regularly informed about what is committed to helping young people achievehappening in their ambitions when they enterarea and across Barclays through engagement initiatives and communications. Campaigns and colleague stories throughout the world of work. Our Early Careers proposition supports them in achieving their career goals through the graduate, internyear highlight our Citizenship work and apprenticeship programmes. Barclays provides pathways for progression from apprentice to graduate supported by recognised qualificationshow we are supporting our customers, clients and helps create a pipeline of talent for the organisation.colleagues.

We have created over 2,000 apprenticeship positions within the organisation since the programme began in 2013,Diversity and have plans to increase this number in 2015. It is very important to us that we maintain and advocate a ‘partnership’ in our approach to industrial relations. We ensure a regular and constructive dialogue with more than 30 national unions, works councils and staff associations across the globe. In the UK and South Africa, our two largest markets, we have formal partnership arrangements in place.Inclusion

We consult employee representatives regularly on a wide range of matters affecting their interests. We have well established regional consultation forums in Europe and Africa through which we engage colleagues on transnational issues.

Where business restructuring is necessary and could result in potential job losses, we work closely with colleague representatives to avoid compulsory redundancies where possible. Our goal isaim to ensure that employees of all backgrounds are treated equally and have the colleaguesopportunity to be successful. Our global Diversity and Inclusion (D&I) strategy sets objectives, initiatives and plans across five core pillars: Gender, LGBT, Disability, Multicultural and Multigenerational, in support of that leave Barclays are supported and treated with respect. In countries where there are no collective representative bodies, we engage directly with colleagues. We haveambition. Our approach to building an inclusive work environment is focused on putting internalupskilling our leadership and we provide a range of development opportunities including our Unconscious Bias Training which has been delivered to over 10,000 leaders across Barclays, and Dynamic Working line manager clinics which have been attended by over 4,000 leaders.

LGBT

An inclusive culture that enables colleagues firstto bring their whole selves to work is built on having leadership participation and supporting those impacted by changevisible role models. Now in its third year, our Spectrum Allies campaign has identified over 8,000 leaders globally who have pledged to ensurechallenge homophobia, biphobia and transphobia in the workplace and provide support to LGBT colleagues. Through the ‘Your View’ survey we provide colleagues with the opportunity to identify as being LGBT, with 7% of colleagues identifying as LGBT in 2017. This year was the fourth consecutive year that wherever possible, we retain talent within Barclays. So farBarclays supported Pride in London as the headline sponsor. The #lovehappenshere theme reached over 3 million people across multiple communications channels and across the UK over 1,000 colleagues have been redeployed. ‘Internals First’ will become a key driver within our recruitment strategy ensuring we retain and promote internal talent before we look to the external market and will be launched more widely in 2015.

Barclays places considerable value on the involvement of its employees and continues to keep them informed on matters affecting them and on the various factors affecting the performance of the Group. We recognise the importance of continuously seeking the views of our employees and the need to understand the collective voice of the organisation, especially during a time of change. In order to help us understand what colleagues think about working for Barclays, we deployed the first Global Employee Opinion Survey in October 2014. This asked all colleagues globally to provide their perspectives across a wide range of subject areas through a confidential online survey including questions on personal development, leadership and management, innovation, and citizenship. Over 90,000 colleagues participated in regional Pride events across the survey, providing a depth of insight which will inform and shape our people strategy as we move forward into 2015. The engagement of colleagues was measured at 72%, a 1.3% decrease on 2013. GivenUK.

Independent recognition reflects the amount of change taking place in the organisation, it is not surprising that there has been a small drop andprogress we are committed to building engagement further in 2015. We have performed an in-depth reviewmaking and the impact of our strategy. For the resultsfifth consecutive year, Stonewall has recognised Barclays as one of the surveyonly 12 Top Global Employers. The Human Rights Campaign has awarded Barclays with all senior leaders and improving employee engagement is a key focus for 2015 to ensure we create the right environment for our colleagues to thrive.

Colleague wellness is a contributing factor to colleague engagement and following a successful UK pilot in our Personal & Corporate Banking business this year, the Barclays Wellness Portal for colleagues will be launched in 2015. The portal enables colleagues to learn more about wellness, find out what is100% on offer at Barclays, commit pledges to make small changes to their lives, and follow colleagues’ journeys as well as sharing stories of their own. The portal addresses four wellness areas: Think Well, Be Active, Social and Financial.corporate equity index.

Barclays has made significant progress over the last two years across our people policies and practices and we will continue to evolve them, ensuring all colleagues are supported throughout their career at Barclays and beyond. Our colleagues have told us they remain committed to Barclays, and we remain committed to creating the right environment for them to thrive and succeed as we progress on our journey to ‘Go-To’.

FTE by region

  2014 2013 2012 
United Kingdom   48,600     54,400     55,300  
Continental Europe   9,900     9,800     11,100  
Americas   10,900     11,100     11,100  
Africa and Middle East   44,700     45,800     45,200  
Asia Pacific   18,200     18,500     16,500  
Total   132,300     139,600     139,200  

 

 

|  43Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    47


 

    

Governance: Directors’ report

People

 

Global employment statisticsDisability

LOGO

DiversityUnder the UK Government’s Department of Work and Inclusion

Barclays is committed to cultivating a working environment where the unique talents of all employees are recognised equally. Attracting, retaining and developing a diverse range of world-class professionals is critical to our success as the ‘Go-To’ bank. Our global Diversity and Inclusion strategy operates across five core pillars: Gender, LGBT,Pensions Disability Multigenerational and Multicultural.

A core priority in 2014Confident scheme, Barclays has been the continuation of our ‘Unconscious Bias’ programmerecognised as a Disability Confident Leader for our global Managing Director (MD) and Director population which has now engaged over 8,500 leadersefforts to support those who have a disability. This year, alongside PwC, we have further scaled the ‘This is Me in the importanceCity’ initiative along with the Lord Mayor of inclusive talent management. Thisthe City of London. The ‘This Is Me’ mental health and wellbeing campaign now includes over 280 organisations across London who have pledged to focus on eliminating the stigma associated with mental health in their workplace (over 1 million employees collectively). In 2018, through these partnerships, we plan to expand ‘This is an important enabler for our senior leaders to achieve their diversity goals set out in our Balanced Scorecard. We aim to achieve 26% female representation in senior leadership across Barclays by 2018.

We continue to receive national and international recognition for our Diversity and Inclusion achievements from prestigious organisations such as The Business Disability ForumMe’ further in the UK, Community Business in Asia, and the Human Rights Campaign in the US.

Gender

Ensuring female talent can thrive, particularly at the senior leadership level, is a focus for many organisations that recognise the true value of diversity. The strength ofUK. Continuing our commitment to improving gender balanceincrease employment of those with a disability or mental health condition, this year we expanded our Able to Enable internship in the UK. This 13 week paid programme is evidentaimed at recruiting talented individuals of all ages with a background of mental health conditions, providing them with opportunities to gain work experience, learn new skills and grow their experience and confidence.

Multigenerational

Our Dynamic Working campaign is relevant to colleagues at every life stage. It addresses the diverse needs of a workforce comprised of five generations, by our Board Diversity Policy which states our Board-level gender aspirations (25% female Board members),encouraging the integration of personal and byprofessional responsibilities through smarter work patterns. The campaign is having a positive impact on colleague engagement with the inclusion59% of senior leader gender goals within the Balanced Scorecard.

At all levels we are making progress. Our Board membership includes three women, and additionally three members ofcolleagues actively working dynamically in 2017 reporting 5% points higher than the Group Executive Committee are female. As regards to senior leaders (Director and MD), our female senior leadership population stood at 22% at the end of 2014, whichsustainable engagement result. Dynamic Working is a 1% increase year-on-year since 2011.

Female representation

LOGO

Above shows the positive change in female representation within Barclays during 2014

Our graduate recruitment target of 50/50 gender shortlists means our focus on gender diversity extends to Early Careers. This isalso enabling Barclays to growhave a positive impact on the retention of diverse pipelinetalent, examples include a 13% improvement in maternity returners retained after 12 months, and 95% of talent forthose taking Shared Parental Leave are fathers.

Addressing the future. An inclusive environment is vital to enable the talentchanging needs of a multigenerational workforce will be an ongoing focus in 2018 but we recruit to grow their careers with us; our thriving global Women’s Initiative Network is justare pleased that Working Families UK has recognised Barclays as one way we support this.

Independent assessment by external organisations continues to validate our progress. For 2014, this has included being named for the seventh consecutive year within The Times Top 50 Workplaces for Women, and by our inclusion within the highly regarded ‘Working Mother’ 100 Best Companies in the US. In Asia, Barclays won the Women in Wealth Management Award, in part because judges were impressed that 40% of senior leaders in Asia are female.

Helping to shape wider industry change, we launched our market-leading Women’s Index (tradable exchange notes which track the performance of companies with diverse boards). The launch of this product has allowed us to engage in a richer dialogue with many of our investor clients about their holistic goals for investment.

LGBT

Continually improving the workplace for our LGBT colleagues has been another core focus for 2014. In the Employee Opinion Survey over 4,000 (4%) employees identified themselves as being Lesbian, Gay, Bisexual or Transgender. Our employee network Spectrum continues to go from strength to strength, enabling a conduit to all colleagues and allies who share commitment to LGBT equality.

We were the main sponsors of London Pride and launched BPay, our innovative cashless payment service, at this signature event. Via our ‘Ping a Pound for Pride’ campaign, we raised £33,000 for the charity, further increased via the fundraising which also took place to mark World Aids Day and International Day Against Homophobic Oppression.

Barclays was ranked second in the 2014 Stonewall Global Workplace Equality Index. We have also consistently ranked within the UK top 25 LGBT employers every year since the launch of the Index. We were proud to receive the Stonewall ‘Ad of the Year’ award for our Barclays Pride campaign, which featured Barclays’ colleagues who represent the LGBT community.

Further profiling the diversity of our senior leaders, Mark McLane (Global Head of Diversity & Inclusion) and Jeff Davis (Global Head of Dealing & Sales Trading) were ranked 48th and 75th respectively in the Financial Times OUTstanding list of 100 LGBT business leaders, whilst Valerie Soranno Keating (CEO, Barclaycard) was placed 3rd in the Financial Times ‘OUTstanding’ list of the top 20 high profile straight allies.

The breadth of our work to develop leading best practices10 Employers for colleagues and customers is why we have been named by Stonewall as one of just eight ‘Star Performer’ organisations that are seen as leadersWorking Families in their industry. This prestigious recognition reflects our global work and our steps to revolutionise service delivery. In line with our Global LGBT agenda and being named as a Star Performer, we have made the commitment for 2015 and beyond to actively share best practices and mentor organisations who are working to create a more inclusive work place culture.

Disability

We are moving closer to our publicly-stated ambition to be the most accessible and inclusive bank. In 2014, our Accessibility Roadshow toured the UK, spending a week in 45 of our flagship branches raising awareness of the accessible services we offer. We launched innovative new services, including Sign Video which makes it easier for Sign Language Users to communicate and our ‘Beacon Technology’ trials. The innovative technology notifies colleagues of a customer’s accessibility needs when they enter the branch – helping us support and serve our customers appropriately.

We are putting accessibility at the heart of a customer-centric service and we have been delighted to receive awards for many of our Accessible Services, including Talking ATMs, High Visibility Debit Cards, and Colleague Accessibility Training Videos. We also won the Marketing campaign of the year at the European Diversity Awards for the TV advert that raised awareness of the audio functionality of our ATMs.

Aligned to our inclusion ethos, we review our recruitment processes to ensure they are accessible for candidates with disabilities. In the UK we are a Government accredited ‘Two ticks’ employer. Across the Group we provide reasonable adjustments to ensure ability and skills can be demonstrated by potential employees. Where colleagues acquire a disability or health condition, every effort is made to ensure that their employment with the Group continues. Similarly, we work to ensure training, career development and promotion opportunities are equitable for non-disabled and disabled colleagues alike.

44  |


Governance

People

In 2014 we signed our ‘Time to Change’ pledge on World Mental Health day, expanding on our year-long ‘This is me’ mental health campaign for colleagues. Our Employee Opinion Survey saw over 5,000 (6%) Global colleagues identifying as having a disability. All those with an interest in disability can join our Reach employee network, with new chapters being launched this year across our global sites.2017.

Multigenerational

 

LOGOLOGO

Multicultural

Above showsDuring 2017, the different generations working atEmbracing Us campaign was launched in celebration of World Cultural Day, aiming to challenge global stereotypes and mind-sets in relation to nationality, faith, ethnicity, race and language. During the campaign our multicultural network, Embrace, engaged over 15,000 colleagues through multiple communications channels, leadership forums and Being Colour Brave development workshops. Barclays Apprenticeship Programme reflects our commitment to recruit a diverse workforce. Since the programme launched, we have focused on recruiting those who are NEET (Not in Education, Employment or Training). 19% of our apprentices identify as Black, Asian and Minority Ethnic, 8% points higher than the national apprenticeship average. In addition, 46% of our apprentices are female and 8% identify as a person with a disability. Through this scheme we are making a positive impact on youth unemployment and social mobility.

The multicultural profile of the organisation was acknowledged externally by the City of London and the percentage change during 2014

We aspire to support our colleagues at all stages of their career, and customers at key life stages.

With five generations representedSocial Mobility Commission through the Social Mobility Employer Index as a Top 50 Employer in our global workforce, our Multigenerational Agenda ensures colleagues of all ages have a voice. Early Careers includes our significant Apprenticeship programme. In addition, our ‘LifeSkills’ and ‘Bridges into Work’ programmes continue to support those taking their first steps into the world of work.2017.

Our new employee network Emerge supports anyone who has recently joined Barclays whether they join as an apprentice, graduate or are an experienced hire. This is in addition to our Working Families and Carers network that connects colleagues across various life stages.

Our Barclays ‘Silver Eagles’ (part of our Barclays Digital Eagles team) channel the skills and experience that our older colleagues bring; they are in place to specifically support vulnerable customers or pensioners to bank with Barclays in a way that works for them.

Our Armed Forces Transitioning, Employment and Rehabilitation (AFTER) programme also continued to see ex-military talent join our Company, or be supported to gain relevant work-ready skills.

In 2015, we will continue to embed our newly launched year-long focus on ‘Dynamic Working’ further building engagement with colleagues who wish to work flexibly, learning from the breadth of people who already work for us in an agile or flexible way.

In the UK, we won ‘Best for all stages of Motherhood’ at the Working Families Top Employers awards, in part for our approach to ‘Keep in Touch’ Days for those on maternity leave and for our approach to job share within our Retail bank. We were also named within the UK’s ‘Top 10 Working Families’ benchmark.

Multicultural

 

LOGOLOGO

Above shows the percentage of underrepresented populations that make up our global and regional populations. Note that underrepresentedUnderrepresented populations are defined regionally to ensure inclusion withof all groups in the workplaceworkplace. For the purposes of comparability 2016 figures exclude Barclays Africa Group Limited headcount. UK includes Asian, Mixed, Black, Other and Non-Disclosed and US includes Hispanic/Latino, Asian, Mixed, Black, Other and Non-Disclosed.

 

aUK includes Asian, Mixed, Black, Other and Non-disclosed.
bUS includes Hispanic/Latino, Asian, Mixed, Black, Other and Non-disclosed.
cSouth Africa includes African, Indian, Coloured, Other, and Non-disclosed.

Inclusive of race, ethnicity, nationality and faith, our Multicultural Agenda supports Barclays in its positioning as a market leader and the ‘Go-To’ bank for our colleagues, customers and clients. The 2014 focus for the multicultural agenda has been ‘to foster a culture of conversation’ with a series of events hosted to further build global communication skills and global mindsets. Our Embrace network brings together all those who share an interest in this agenda, including the celebration of Inter Faith week in the UK.

In addition, we marked important cultural and religious calendar dates throughout 2014, continued to offer both halal and kosher food in our canteens, and to make quiet rooms available for prayer and reflection in many of our larger sites.

Being voted one of the top 20 companies to work for in the UK by multicultural graduates reflects the work we have done to ensure young people from diverse backgrounds choose to bring their talent to us (49% of Graduates and 74% of Apprentices were from Black, Asian and Minority Ethnic backgrounds within our 2014 intake).

 

 

Permanent Employees by region 
    2017   2016   2015 
United Kingdom   48,700    46,400    49,000 
Continental Europe and Middle East   3,600    4,700    7,400 
Americas   10,400    9,700    10,600 
Asia Pacific   17,200    15,700    18,800 
Africa   -    42,800    43,600 
Total   79,900    119,300    129,400 

Gender Pay Gap Disclosure

The gender pay gap measures the difference between the average male pay and the average female pay as a proportion of the average male pay. For example, average male pay of £100 per hour and average female pay of £85 per hour would indicate a gender pay gap of 15%. The calculation does not take into consideration the role that an employee performs or the seniority of the employee. As a result, gender pay gaps are often driven by higher proportions of women than men in more junior, lower paid roles and fewer women than men in senior, more highly paid roles.

Equal Pay legislation in the UK specifically relates to an employee’s role, making it unlawful for an employer to pay individuals differently for performing the same or similar work. This right for women and men to receive the same pay for the same, or similar work, or work of equal value, has been a requirement under UK law since 1970. Paying our colleagues fairly and equitably relative to their role, skill, experience and performance is central to our global reward structures and benefits policies, which are reviewed regularly to ensure that there is no unfair bias in how employees are paid. At Barclays we are confident that men and women across our organisation are paid equally for doing the same job.

The difference between the gender pay gap and Equal Pay can be illustrated by the fact that men and women who are paid equally for the same or similar roles, can still generate a gender pay gap driven by the relative proportions of men and women across the organisation. This is illustrated in graphic B.

Our gender pay gap results shown in graphic C reflect the distribution of men and women between corporate grades within Barclays. As illustrated in graphic A, the percentage of women in our more senior corporate grades is lower than the percentage of women at Barclays overall. This correlates with the ordinary pay quartile data in graphic C, in which the entire population is arranged in order of ordinary pay (fixed pay), from lowest to highest, and then divided into four equal sub-populations. The numbers of male and female employees in each sub-population is then expressed as a proportion. The ordinary pay quartiles reflect the high proportions of women in more junior, lower paid roles (particularly evident in Barclays UK within the retail branch network) and the high proportions of men in senior, highly paid roles (particularly evident in Barclays International).

48    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Graphic A

Female representation

LOGO

The mean pay gap shown in graphic C is the difference between the average hourly pay of men and women. The median pay gap is the difference between the midpoints in the ranges of hourly pay of men and women. It arranges the hourly pay rates from highest to lowest and identifies the hourly pay in the middle of the range. The mean bonus gap is based on actual bonuses paid and does not make any adjustments to the amounts paid to employees who work a reduced number of hours.

The demographics of our population and the resulting gender pay gaps emphasise the importance of maintaining our firm commitment to increasing female representation across Barclays, particularly among the senior leadership population. We welcome the introduction of gender pay gap reporting to bring further focus to our commitment to improving gender diversity – a commitment that is, and will remain, at the core of our talent management and leadership succession processes.

How we are addressing the gender pay gap

We recognise that tackling the gender pay gap will take time and therefore it is key that we remain focused on improving gender diversity through a workplace environment and culture that supports and empowers women. At Barclays, our focus goes beyond simply addressing the gender pay gap and extends to our internal and external gender equality commitments. Across both our organisation, and in the financial services industry, we are dedicated to enabling women to fulfil their career aspirations. To achieve this goal and thereby narrow our gender pay gap, we will continue to focus on ensuring there is no bias in the hiring, promotion, development and retention of women at Barclays.

Gender Diversity Commitments

As a founding signatory of the HM Treasury Women in Finance Charter and supporter of the Hampton-Alexander Review, to support our commitment to gender equality, we proactively set gender targets and we have made good progress towards these targets. Our goal to

Graphic B Illustrative example of the difference between gender pay gap and equal pay

LOGO

LOGO

Graphic C

LOGO

 

 

 |  45Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    49


Governance: Directors’ report

People

improve the percentage of female Managing Directors and Directors to 26% by the end of 2018 (23% at the end of 2017) has subsequently expanded with commitments of 33% female representation across our Board of Directors by 2020 (21% at the end of 2017) and 33% female representation among the Group Executive Committee and their direct reports (25% at the end of 2017). Alongside these targets, Barclays has been focused on and will continue to develop, a range of extensive initiatives, programmes and policies to improve gender diversity. Below are some highlights of the ways in which we are increasing female representation at Barclays and enabling women to fulfil their career aspirations.

Creating New Career Opportunities

We have expanded our graduate and apprenticeship programmes, reflecting our commitment to improve employment opportunities, tackle societal issues and attract diverse talent. We have transformed the way we recruit for our graduate programmes to drive diversity and inclusion as students are able to demonstrate ability and potential throughout the process, so that recruitment outcomes are based on performance and not on the basis of subjects studied, universities attended and previous work experience. In doing so we hope to increase the number of female graduate hires to 50% (40% at the end of 2017, up from 31% in 2014). For those looking to re-enter the workforce after taking time out of their careers, our Encore! Returnship Programme provides opportunities for experienced professionals to join a paid programme with a view to securing a permanent role at Barclays at the end of the programme. More broadly, we have policies and practices in place to ensure that all recruitment decisions are fair and candidate shortlists are diverse.

Talent Management and Leadership Development

The creation of ex-officio positions on the Group Executive Committee and across the business unit and functional Executive Committees in 2016 by the Group CEO, has provided development opportunities for a number of our high potential female leaders and has broadened the scope of the perspectives and decision making across our leadership teams. Our Unconscious Bias training, now attended by over 10,000 leaders, supports the continued elimination of bias from our people processes, and successful events that we run each year such as the Global Women in Leadership conference and the Enterprise Leaders Summit focus on building capability and upskilling leaders.

Cultural Change

Providing a workplace that encourages colleagues to achieve their personal and professional goals is key to supporting and retaining our employees. We aim to do this through our progressive maternity, paternity, adoption and shared parental leave policies which go beyond the statutory requirements, as well as through our flexible working campaign Dynamic Working. Dynamic Working

Internally we are committed to:

Leadership accountability including gender diversity targets and the introduction of a gender taskforce

Focusing on a more inclusive work environment to ensure all colleagues have the flexibility to achieve personal and professional goals

Ensuring we are developing leaders who are equipped to meet the demands of a more diverse workforce

2020 Gender Diversity Commitments

  Board of Directors 33%

  Leadership 33%

(Group ExCo and their direct reports)

Cultural Change

  Dynamic Working

  Progressive parental policies

  Barclays’ Win Gender Network                                      

Talent Management

  Leadership Succession Planning

  Ex-Officio Leadership roles

  Internal Mobility                                                             

Leadership Development

  Unconscious Bias Training

  Global Women in Leadership Conference

  Enterprise Leaders Summits

Remuneration reportExternally we are committed to:

Annual statement fromEngaging men globally in gender equality in partnership with the Chairman of the Board RemunerationUnited Nations

Providing enhanced employment opportunities and attracting diverse candidates

Community impact

UN HeForShe

Committee Global Impact Champion                                               

Barclays Role Models

  External engagement of Barclays’ senior women

   across Financial Services, IT and STEM                        

Creating New Career Opportunities

  Encore! Returnship Programme

  Expanded Apprenticeship Programme

 50% Female Graduate Hires                                        

Strategic Partnerships

  Women’s Business Council

  30% Club

supports colleagues in all stages of their lives in achieving an optimal work and life balance, helping them with parenthood, studies, caring and hobbies. Across Barclays, our Women’s Initiative Network (Win) provides colleagues with career development and networking opportunities including mentoring, career fairs and senior leader speaker events.

Strategic Partnerships

Barclays recognises that gender equality extends to the communities in which we work, support and live and greater gender equality is integral to our long-term investments to drive societal change. We demonstrate this through strategic partnerships, external engagement and leadership commitment, including but not limited to, our multi-year commitment to the United Nations HeForShe campaign and our partnership with the Women’s Business Council.

So what next?

Our existing pipeline of female talent is being further strengthened through the launch of a global gender taskforce, comprising of leaders from across the organisation who believe passionately in gender diversity and who will focus on new and improved initiatives to further accelerate our progress against our gender diversity commitments. We acknowledge that there is still a lot of work to do, but our determination and commitment to building a diverse and inclusive workforce

through attracting, retaining and developing world class professionals is paramount, and we are working hard to foster an environment in which all employees have the opportunity to succeed, regardless of race, religion or belief, age, gender, disability, sexual orientation, gender identity or nationality.

LOGOFurther details on the gender pay gap and Barclays commitments to gender diversity and equality can be found at home.barclays/diversity.

Under the Companies Act 2006, Barclays is required to report on the gender breakdown of our employees and ‘senior managers’. Of our global workforce of 79,900 (45,100 male, 34,800 female), 555 were senior managers (401 male, 154 female), which include Officers of the Group, certain direct reports of the Chief Executive, heads of major business units, certain senior Managing Directors, and directors on the boards of undertakings of the Group, but exclude individuals who sit as directors on the Board of the Company. The definition of senior managers within this disclosure has a narrower scope than the Managing Director and Director female representation data provided above.

50    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Remuneration report

Annual statement from the Chairman of the Board Remuneration Committee

 

 

LOGO

The Committee remains focused on paying for sustainable performance, aligning remuneration with risk and delivering a greater proportion of the income we generate to our shareholders.

Consistent with this, between 2010 and 2014 the incentive pool has decreased by 47%.

LOGOWe are committed to pay being aligned to performance, while ensuring that we are able to attract and retain the employees critical to delivering our strategy.

Remuneration Committee members

Chairman

Sir John Sunderland

Members

Sir David Walker

Simon Fraser (until 24 April 2014)

Tim Breedon

Steve Thieke (from 6 February 2014)

Crawford Gillies (from 1 May 2014)

LOGO

 

 Contents

Page
ContentsAnnual statement  Page
51
Annual statementAt a glance – performance and pay for 2017  46
53
Performance, pay and distribution of earnings to key stakeholders2017 Group incentives  48
54
Remuneration policy for all employees  49
55
2014 incentivesDirectors’ remuneration policy  51
58
Annual report on Directors’ remuneration  5561
Additional remuneration disclosures68
Abridged Directors’ Remuneration Policy77
The tables marked ‘audited’ in the report have been audited by PricewaterhouseCoopers LLP.
  

Remuneration

Committee members

ChairmanCrawford Gillies  
MembersTim Breedon  
Mary Francis  
Dambisa Moyo  

Dear Fellow Shareholders

As Chairman of the Board Remuneration Committee, I am pleased to introduce the Directors’ Remuneration Reportreport for 2014.2017.

We recognise that remuneration is an area of particular importance and interestAs in previous years, we are committed to shareholders and it is criticalpay being aligned to performance, while ensuring that we listenare able to attract and take into account your views. Accordingly, my meetings with major investorsretain the employees critical to delivering our strategy.

The Committee believes that our pay outcomes for 2017 reflect overall Group performance, recognising improvements in profit before tax and shareholder representative groups have been helpfulsignificant achievements in restructuring the Group, while acknowledging the need for further improvement in returns.

Further details on our performance and meaningful, contributing directly to the decisions we have made by the Committee for 2014.on remuneration are outlined below.

Performance and payPay

An important principle which the Committee applies in its deliberations is that while Barclays will not pay staff more than we judge to be necessary, it is in shareholders’ interests that Barclays should pay2017 has been a year of significant strategic progress for performance. Front of mind is that we determine the correct level of variable pay in a given year in order to maximise shareholder value over the medium term.

In May 2014 the update to the Group, Strategy resultedachieving a number of milestones to deliver a simpler organisation. These include the sell down of our shareholding in Barclays Africa Group Limited (BAGL) and subsequent proportionate regulatory deconsolidation, the creationclosure of a Core business comprising four units: Personal and Corporate Banking, Barclaycard, Africa Banking,Non-Core and the Investment Bank. This Core business represents the future of Barclays. Separately we established Barclays Non-Core, with the intention of disposing of the assets therein over time, assets which are no longer strategically attractive to Barclays.

This restructuring has enabled Barclays to strengthen performance across a range of metrics. The Group has delivered solid financial performance with adjusted profit before tax up 12% to £5,502m for 2014. Statutory profit before tax decreased 21% to £2,256m (2013: £2,858m). In achieving this there have been particularly good results in Personal and Corporate Banking and Barclaycard. These results are partly offset by a reduction in Investment Bank adjusted profit before tax, as well as the impact of adverse currency movements in Africa Banking. Sustained progress is being made and the balance now present in the Group means that Barclays is a stronger business.

There has been considerable progress in strengthening the capital positionlaunch of the Group withService Company. A great deal has been accomplished in relation to the UK ring-fencing requirements, establishing the necessary entity structure, processes and governance.

As well as positioning the simplified Group for growth in 2018, Barclays has achieved a CRD IV fully loaded Common Equity Tier 1 (CET1) ratio of 10.3% and a leverage ratio of 3.7% at13.3%, within the end of the year. Adjustedstate target range. Group profit before tax (PBT) is up 10% from 2016 to £3,541m driven by an £882m reduction in operating expenses excluding costs to achieve Transform (ex CTA) are down by £1.8bn year on year, in line with target. Barclays Non-Core reduced Risk Weighted Assets by nearly a third, making substantial progress towards the target, and materially reduced its drag on returns.expenses.

In formulating our 2014 decisions on variable payAgainst this background, the Committee ensured that pay appropriately reflects financial performance delivered, both on an adjusted and statutory basis, but also rebalanced returns back towards shareholders. Performance against the commitments across the 5Cs of the Balanced Scorecard was also an important consideration.

While the 2013 decisions on incentives reflected the high global resignation rate for senior staff, the 2013 outcome helped to stabilise the position. There continue to be some areas of concern but these are more localised and had less bearing on 2014 pay decisions.

Consistent with that intent to rebalance returns, the incentive pool is significantly lower overall for 2014, down by more than £0.5bn or 22% in absolute terms at £1,860m compared to theapproved a Group incentive pool of £2,378m for 2013, against a backdrop of an increase in adjusted profit before tax year on year. The reduction in incentive pool is aligned to£1,506m, down 2% from 2016. This decision recognises the reduction in statutory profit before tax which incorporates all conduct adjustments. For a reconciliation of total incentive awards granted tostrong strategic execution across the relevant income statement charge, see tableon page 53.

Part of the reduction in the incentive pool year on year is due to the introduction of Role Based Pay (RBP) in 2014. Nevertheless, on a like for like basis the incentive pool is down 11% on 2013. The introduction of RBP in 2014 meantGroup, while being clear that an additional accounting charge of c£250m was taken in the year, which would otherwise have been borne in future years underGroup returns are not yet where our previous remuneration structures.

The Investment Bank incentive pool is down 24% in absolute terms. This reduction is greater than the change in adjusted profit before tax (ex CTA) which is down 21%. For the reasons set out above, the introduction of RBP impacted profitability in the Investment Bank in 2014. Excluding the impact of RBP, Investment Bank adjusted profit before tax (ex CTA) would have been down by 12%. On a like for like basis, the Investment Bank front office incentive pool is down 12%.

46  |


Remuneration report

Annual statement from the Chairman of the Board Remuneration

Committee

Total compensation costs are down 8%,shareholders, and the compensationBoard, want them to adjusted net income ratio for Barclays Group is at 37.7%, down from 38.7% in 2013. Compensation as % of statutory net operating income decreased to 38.5% (2013: 38.7%). In the Core business the ratio is at 35.7%, an improvement of 50 basis points, and therefore tracking at the target level of mid-thirties. The average value of incentive awards granted per Group employee in 2014 is down 17% at £14,100 (2013: £17,000).

Following these 2014 decisions, the incentive pool has reduced by £1.62bn from £3.48bn in 2010, an overall reduction of 47%, while adjusted profit before tax over the same period is up 18% if the costs to achieve Transform are excluded. Over this period the compensation to adjusted net income ratio has reduced from 42.4% in 2010 to 37.7% in 2014. The compensation to statutory net income ratio has reduced from 42.4% in 2010 to 38.5% in 2014.

Remuneration and Risk

As a Committee, we are committed to linking pay with performance and to making adjustments to remuneration to reflect risk and conduct events. Risk and conduct events are considered as part of the performance management process and reflected in incentive decisions for individuals. All employees have their performance assessed against objectives (the ‘what’) as well as demonstration of Barclays’ Values and Behaviours (the ‘how’). We have a clear process for making adjustments for poor conduct at an individual level. This is underpinned by a robust governance process overseen by the Remuneration Review Panel and this Committee. We remain absolutely focused on making the required and appropriate adjustments both to individual remuneration decisions as well as the overall incentive pool where required.

Although no resolutions have yet been reached with the relevant investigating authorities, the Committee has adopted a prudent approach in relation to any potential settlements in respect to the ongoing Foreign Exchange trading investigations. The 2014 incentive pool has, as a result, been adjusted downwards by the Committee.be. The Committee will, however, keep this matter under review.

It isalso recognises the Committee’s intentionneed to ensure that individuals whoareas of strong performance within the businesses are accountable, responsible or directly culpablerewarded competitively, with key talent retained to deliver against our growth strategy going into 2018 and beyond. This pool also reflects appropriate adjustments for risk and conduct matters, are subjectwhich continue to remuneration reductions as appropriate. This will include reductions to bonus and unvested deferred awards (i.e. malus reductions). While investigations are ongoing, individuals who are under investigation will be subject to suspensions of variable remuneration, in line with our Values and the expectations of our stakeholders including regulators. For current employees who are directly culpable, disciplinary action up to and including dismissal may also result.

Regulatory developments

Our 2014 variable pay decisions were taken against a background of significant regulatory developments and market pressures. Being a UK headquartered global organisation, Barclays is subject to UK regulatory requirements on remuneration clawback, which exceed what is required under CRD IV. This is in addition to EU developments including the introduction of the 2:1 maximum ratio of variable to fixed pay, as well as the extension of the scope of Material Risk Taker (MRT) identification. As the requirements apply to Barclays’ expanded MRT population globally, this creates significant adverse competitive consequences. The Committee is concernedvery seriously by the challenges in attracting and retaining key staff needed to run the bank safely in all regions.Committee.

Key remuneration changes and decisions for executive Directors in 2014

Remuneration for executive Directors continues to be tied closely to our strategy and performance.

In consideringThe Committee considered the executive Directors’ 2014 performance against the Financial, Balanced Scorecardfinancial and strategic/non-financial performance measures which had been set to reflect company priorities for 2017. Separately, performance against their personal objectives was assessed on an individual basis.

Based on Jes Staley’s performance against the performance measures set at the beginning of the year, the Committee approved a 2017 bonus of £1,065,000 (48.5% of maximum) of which 62.4% will be deferred in shares for a period of up to seven years. The Committee’s deliberations on his 2017 personal performance have taken account of delivery against financial commitments including achieving the end state target range for the CET1 ratio as well as improvements to our cost: income ratio, while recognising that there is still some way to go in getting returns to where management, the Board and our investors expect them to be. The Committee has decidedalso taken account of the early completion of the strategic restructuring, including the sell down of BAGL and closure of Non-Core.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    51


Governance: Remuneration report

Annual statement from the Chairman of the Board Remuneration Committee

The Committee noted the significant work that has taken place in planning following the EU referendum outcome. The Committee also recognised that Jes Staley has made continued progress towards ensuring a high performing culture in line with our Values, and Barclays has made improvements in some customer and client metrics such as a reduction in customer complaints, while noting the need for further improvement. As announced last year, the Committee will keep Jes Staley’s 2016 variable remuneration under review pending the outcome of the investigation relating to award an annualhis involvement in a whistleblowing matter. The Committee will make a final decision on outcome once that investigation is complete.

Based on Tushar Morzaria’s performance against the performance measures set at the beginning of the year, the Committee approved a 2017 bonus of £747,000 (50.5% of maximum) of which 46.5% will be deferred in shares for a period of up to Antony Jenkins of £1,100,000 (57% of maximum bonus) and toseven years. The Committee in particular noted that Tushar Morzaria of £900,000 (64% of maximum bonus). Further details are set outhad been instrumental in the annual report on Directors’ remuneration on page55.

Based on solid 2014 overall performance,execution of the strategy including the sell down of BAGL, the closure of Non-Core, the setting up of the ring-fenced bank in the UK and in particular the considerable progress made against the Group Strategy, we regard these bonuses as appropriate and deserved. In considering final bonus outcomes, executive accountability for significant group-wide conduct issues including, for example, the ongoing Foreign Exchange investigations was taken into account. Our decisionsBarclays achieving its end state range capital position. Tushar Morzaria has also demonstrate that the principledemonstrated effective management of paying competitively and paying for performance applies equally to our most senior executives as it does to the rest of Barclays’ employees.key external stakeholders.

The Committee has agreed thatdecided to make an award under the executive Directors’ fixed pay will remain unchanged for, and will not be reduced during, 2015. Antony Jenkins’ base salary will remain at £1,100,000 and he will also receive RBP unchanged at £950,000. Tushar Morzaria’s base salary will remain at £800,000 and he will also receive RBP unchanged at £750,000.

During the year, we also undertook a review of Barclays’2018-2020 Long Term Incentive Plan (LTIP). We reviewed the performance measures to ensure they support our updated Strategy and align the interests of executives and shareholders. Following engagement with our shareholders, we have changed the financial measures for the LTIP award to be granted in 2015 and given them an increased weighting of 60%. The weighting of the Balanced Scorecard will be unchanged at 30% and Loan Loss Rate will remain as a risk measure but with a reduced weighting of 10%. Further details are set out in the annual report on Directors’ remuneration on page55. The Committee decided to make awards under this LTIP cycle to both executive DirectorsJes Staley and Tushar Morzaria (based on their performance in 2017) with a face value at grant of 120% of their respective Total fixed pay at 31 December 2014.2017. The Committee reviewed the performance measures of the LTIP to ensure they are appropriate given our growth strategy and align the interests of executive Directors and shareholders. Return on tangible equity (RoTE) and cost: income ratio have been retained as the key financial metrics, with the weighting on RoTE increased to 50% to emphasise the focus on improving returns across the Group. The calibrations have also been established to maintain direct alignment with the Group’s financial targets. The weighting on the cost: income ratio remains unchanged at 20%. CET1 ratio remains a key financial metric, but given the end state target range of c13% has been achieved, the Committee concluded that this would now be more appropriate as an underpin measure on RoTE instead of a standalone measure.

In line with the Directors’ remuneration policy (DRP) approved at the 2017 AGM, both executive Directors’ Fixed Pay will be unchanged for 2018 at £2,350,000 for Jes Staley and £1,650,000 for Tushar Morzaria.

Fair pay agenda

We are not proposingcommitted to fair pay, ensuring that all our employees are appropriately and fairly rewarded for their contributions. This concept touches on many areas of our work, including fair pay for the lowest paid in our organisation, as well as the alignment of executive reward outcomes with business performance. Additionally, the Board is committed to individuals being able to progress through the organisation based on capability and performance and irrespective of any changesother difference such as gender, age, ethnicity, religion, sexual orientation or disability. We take employees’ views into consideration throughout our deliberations and continue to review potential approaches to build on this.

Barclays’ commitment to fair pay is illustrated by the Directors’ Remuneration Policyrepositioning of the incentive pools over recent years, during which was approved at the 2014 AGM. Accordingly, our 2014 executive Director remuneration decisions are consistent with that approved Policy, which limits the maximum value of annual bonus and LTIP awards in accordance with the CRD IV 2:1 maximum ratio of variable to fixed pay. Clawbackincentive funding has been introduceddirected to provide more to junior employees, and our active engagement on pay matters with effect from 1 January 2015. Followingour unions to ensure that our staff are fairly treated across the European Banking Authority (EBA) Opinionorganisation. The current 2017-2019 pay deal with Unite commits to a 7.5% agreed salary increase for the Unite recognised population and a minimum increase of 10% for the most junior graded employees over the course of the three year deal. Barclays is also a long-standing supporter of the Living Wage under which Barclays commits to pay all UK permanent employees and those UK employees of third party contractors at least the current London or UK Living Wage. This is a commitment which we have also extended to our UK employed apprentices. By March 2018, the entry level for permanent, non-apprentice employees will already be above the Living Wage target level set for 2020 by the Government, two years early. Similarly, Barclays will meet the 2020 target level for its apprentice population by 2019.

Further detail of our activities in relation to fair pay may be found on allowances,page 56.

Barclays has published its UK Gender Pay Gap report for the terms of RBP may need tofirst time this year in line with UK requirements and further details can be revised once further guidelines are available fromfound in the EBA.People section on page 48.

Agenda for 2015Looking ahead

The Committee remains focusedcontinues to monitor with interest the Government’s proposals in respect of the UK Corporate Governance Code, which will be an area of focus for the Committee and the Board going into 2018.

In relation to fair pay, we have already chosen to publish our pay ratios on controlling remuneration costs and ensuring thatpage 49 of this report, two years in advance of the Government requirements to reflect the ratios between the pay incentivises all of our employees to deliver sustained performance in a manner which is consistent with Barclays’ ValuesGroup Chief Executive and Behaviours and in the long term interests of shareholders. The alignment of remuneration and riskour UK employees. We will remain a priority. We expect to continue to havereview our fair pay policies and practices to navigate through a changing regulatory landscape andensure that they remain appropriate as this important topic continues to evolve.

We will also continue to work on the remuneration aspects of changes associated with Structural Reform, such as the addition of Remuneration Committees representing the two main subsidiary businesses.

We will, of course, continue to engage constructively with regulators, shareholders and shareholders as we do so.other stakeholders and value the insight these discussions provide.

Our remunerationRemuneration report

We have provided an ‘At a glance’ summary of 2017 performance and pay on the next page. The annual report has been prepared in accordanceon Directors’ remuneration provides further details. An abridged version of the DRP, as approved at the 2017 AGM, is set out on pages 58 to 60 for information.

In line with the remuneration disclosures required byUK regulations, we are seeking shareholder approval at the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The2018 AGM for the Remuneration report (other than the part containing the Directors’ Remuneration Policy) will be subject to an advisory vote by shareholders at the 2015 AGM.

On behalfabridged version of the DRP). Further details can be found in the 2018 AGM Notice of Meeting.

Crawford Gillies

Chairman, Board Remuneration Committee

21 February 2018

52    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Remuneration report

At a glance – performance and pay for 2017

Group performance and pay

Key strategic highlights

  Non-Core closed early

  BAGL sell down and subsequent accounting deconsolidation

  Launch of the Group Service Company

  Preparatory work to establish UK ring-fenced entity

£3,541m

Profit before tax

up 10%

5.6%

Group RoTE ex. litigation

and conduct and other

material items*

73%

Cost: income ratio

favourable 3%

Pay outcomes

  Group incentive pool has reduced by 57% since 2010

  Group compensation to net income ratio reduced to 38.0% from 39.0%

£7,123m

Total compensation costs

down 4%

£1,506m

Group incentive pool

down 2%

  *  Material items consist of charges for PPI, losses relating to the sell down of BAGL and a one-off net charge due to the re-measurement of US deferred tax assets.

Executive Directors: Performance outcomes
 Annual bonus2015-2017 Long-term incentive plan
 (a) Jes Staley(b) Tushar Morzaria(Tushar Morzaria only)

£1,065k

48.5% of maximum

 £747k

 50.5% of maximum

 £882k*

 52.7% of maximum

*   By reference to Q4 2017 average share price

LOGOLOGO

Executive Directors: Remuneration outcomes

Jes Staley*Tushar Morzaria
LOGOLOGO

* Jes Staley was not a participant in the 2014-2016 and 2015-2017 LTIP cycles; the LTIP figures for 2016 and 2017 are therefore zero for him.

 

LOGO

Sir John SunderlandExecutive Directors: Share ownership

Shareholding requirement policy:

  minimum of 200% of Total fixed pay* (i.e. Fixed Pay plus Pension) within 5 years from date of appointment

  shareholding requirement for 2 years post termination of 100% of Total Fixed Pay (or pro-rata thereof) introduced from 2017.

* Equivalent to 457% of salary for Jes Staley under the previous DRP.

Chairman, Board Remuneration Committee
2 March 2015LOGO

 

 

 |  47Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    53


Remuneration report

Performance, pay and distribution of earnings to key stakeholders

Governance: Remuneration report

2017 Group incentives

 

This section provides details of how the 2017 total incentive award decisions were made.

2017 pay and performance headlines

The key performance considerations which the Committee took into account in making its remuneration decisions for 2017 are highlighted below:

 

Significant strategic progress was made in 2017 with restructuring completed including:

Since 2010 there has been a significant shift in the allocation of earnings between employees and shareholders. Comparing 2014 against 2010, adjusted profit before tax (excluding costs to achieve for Transform in 2014) has increased by 18%, against an absolute reduction in the Group incentive pool of 47%. Over the same period the distribution to shareholders and government through dividends paid and taxes borne have increased by 99% and 11% respectively, while Group compensation costs have reduced by 20%.

How did we perform and pay in 2014?

the closure of Non-Core

Adjusted

completion of BAGL sell down

launch of the Group Service Company

preparatory work to establish the UK ring-fenced entity

Group profit before tax increased between 2013 and 2014 by 12%was up 10% at £3,541m (2016: £3,230m). StaturoryGroup profit before tax (excluding material items) was up 16% at £4,242m (2016: £3,649m*)

Group RoTE was negative 3.6% (2016: positive 3.6%). Excluding litigation and conduct and other material items, Group RoTE was 5.6%

Group CET1 ratio was up to13.3% (2016: 12.4%).

The pay outcomes and decisions can be summarised as follows:

total compensation costs decreased between 2013 and 2014 by 21%, whilst the absolute reduction in 4% to £7,123m (2016: £7,445m)

the Group incentive pool was 22%. After adjusting for the introduction of RBP, the reduction in the Group incentive pool would be 11%.

down 2% at £1,506m (2016: £1,533m)

 

Group incentive pool

LOGO

How were the earnings distributed to our key stakeholders?

We believe that the best wayGroup compensation to support our stakeholders is by operating a strong, profitable and growing business, which creates jobs and contributes to the economic success of the communities in which we live and work. The charts below detail how the earnings generated by our businesses have been distributed to a number of key stakeholders including shareholders (in the form of dividends), government (in the form of taxes) and employees.net income ratio was 38.0% (2016: 39.0%)

 

Shareholders

LOGO

Note

 aCalculated as dividend per share divided by adjusted earnings per share.

Capital

LOGO

Note

aThe Group changedCorporate and Investment Bank (CIB) front office incentive awards were also slightly down at £864m (2016: £875m). CIB front office compensation to CRD IV basis in 2014. For 2012 and 2013, estimated fully loaded CET1 ratios are disclosed. CRD IIInet income ratio was the basis of preparation applicable until the end of 2013.26.1% (2016: 26.7%)

 

Government

LOGO

Notes

 aTaxes borne are the Company’s own tax contribution, representing taxes paid or suffered at source by the Company in the year.robust differentiation based on business and individual performance.
bTaxes collected are those collected from employees and customers on behalf of governments. The VAT collected represents Barclays contribution to the public finances and comprises VAT charged on sales to clients less VAT incurred on costs that Barclays is entitled to recover.

* Material items in 2016 included provisions for UK customer redress (£1bn), gain on disposal of Barclays’ share of Visa Europe Limited (£615m) and own credit (£35m).

2017 incentive award decisions

The Committee’s 2017 incentives decisions took full consideration of financial and non-financial performance and also the material repositioning of incentives undertaken since 2010. Since 2010, the Group incentive pool has declined steadily, from £3,484m in 2010 to £1,506m in 2017 – a decrease of 57% over seven years.

 

LOGO

Notes

a  Part of the reduction in incentive pools in 2014 was due to the introduction of Role Based Pay (RBP).

b  The 2015 Group incentive pool has been restated from £1,669m to reflect the treatment of BAGL as a discontinued operation. The 2010 – 2014 Group incentive pools have not been restated.

Total incentive awards granted – current year

        Barclays Group         
    Year ended
31.12.17
£m
  

      Year ended
31.12.16

£m

  % change 
Incentive awards granted    
Incentive pool   1,432   1,459   2 
Commissions and other incentives   74   74   - 
Total incentive awards granted   1,506   1,533   2 
Reconciliation of incentive awards granted to income statement charge:    
Less: deferred bonuses granted but not charged in current year   (304  (300  (1
Add: current year charges for deferred bonuses from previous years   462   690   33 
Othera   26   (26    
Income statement charge for performance costs   1,690   1,897   11 
Total compensation costs   7,123   7,445   4 
Proportion of incentive pool that is deferred   31%   30%     

Note

a Difference between incentive awards granted and income statement charge for commissions and other incentives.

 

48  |54    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Remuneration report

Remuneration policy for all employees

 

Governance: Remuneration report

Remuneration policy for all employees

    

 

 

This section sets out Barclays’ remuneration policy for all employees, explaining the purpose and principlesphilosophy underlying the structure of remuneration packages, and how the policythis links remuneration to the achievement of sustained high performance and long-term value creation.

 

Remuneration policyphilosophy

TheIn October 2015, the Committee formally adopted a revised, simplified remuneration philosophy which articulates Barclays’ overarching remuneration approach and is set out below.

Barclays’ remuneration philosophy

Attract and retain talent needed to deliver Barclays’ strategy

Long-term success depends on the talent of our employees. This means attracting and retaining an appropriate range of talent to deliver against our strategy, and paying the right amount for that talent

Align pay with investor interests

Ensure employees’ interests are aligned with those of investors (equity and debt holders), both in structure and the appropriate balance of returns

Reward sustainable performance

Sustainable performance means making a positive contribution to stakeholders, in both the short and longer term, playing a valuable role in society

Support Barclays’ Values and culture

Results must be achieved in a manner consistent with our Values. Our Values and culture should drive the way that business is conducted

Align with risk appetite, risk exposure and conduct expectations

Designed to reward employees for achieving results in line with the Bank’s risk appetite and conduct expectations

Be clear, transparent and as simple as possible

All employees and stakeholders should understand how we reward our employees. Remuneration structures should be as simple as possible so that everyone can understand how they work and the behaviours they reward

Performance and remuneration

Barclays’ remuneration philosophy links remuneration to achieving sustained high performance and creating long-term value. Our remuneration philosophy applies to all employees globally across Barclays and aims to reinforce our belief that effective performance management is critical to enabling the currentdelivery of our business strategy in line with our Values. Employees who adhere to the Barclays’ Values and contribute to Barclays’ success are rewarded accordingly.

This is achieved by basing performance assessment on clear standards of delivery and behaviour, and starts with employees aligning their objectives (‘what’ they will deliver) to business and team goals in order to support the delivery of the business strategy and good client/customer outcomes. Behavioural expectations (‘how’ people will achieve their objectives) are set in the context of our Values.

Performance is assessed against both financial and non-financial criteria. Other factors are also taken into consideration within the overall performance assessment, including core job responsibilities, behaviours towards risk and control, colleague and stakeholder feedback as well as input from the Risk and Compliance functions, where appropriate.

Through our approach to performance, the equal importance of both ‘what’ an individual has delivered as well as ‘how’ the individual has achieved this is emphasised, encouraging balanced consideration of each dimension. Both of these elements are assessed and rated independently of each other. There is no requirement to have an overall rating which allows for more robust and reflective conversations between managers and team members on the individual components of performance.

A key part of the performance philosophy promotes ongoing quality dialogue throughout the year. This helps manage performance messages effectively and allows for more timely recognition as well as appropriate coaching, feedback and support where needed.

By linking individual performance assessment to Barclays’ strategy and our Values and, in turn, to remuneration decisions, a clear alignment between what we are striving to achieve, how we go about this, and ultimately, how we recognise this in individual financial terms is achieved.

Risk, conduct and remuneration

Another key feature of our remuneration philosophy is the alignment of remuneration with our risk appetite and with the conduct expectations of Barclays, our regulators and stakeholders. The Committee takes risk and conduct events very seriously and ensures that there are appropriate adjustments to individual remuneration and, where necessary, the incentive pool.

The Remuneration Review Panel, which reports to the Committee, supports the Committee in this process. The Panel is chaired by the Chief Risk Officer and includes senior representatives from the key control functions of Risk, Compliance, Internal Audit, Legal and HR as well as the CEOs of Barclays UK and Barclays International. It sets the policy and processes for 2013assessing compensation adjustments for risk and conduct events.

We have robust processes for considering risk and conduct as part of individual performance management processes with outcomes reflected in individual remuneration decisions. Line managers have primary accountability for ensuring that risk and conduct issues are considered when assessing performance and making remuneration decisions. In addition, there is a secondary review by the Transform programme. The principlescontrol functions for individuals involved in significant failures of risk management, conduct issues, regulatory actions or other major incidents which impact either the Group or business to ensure these issues are also considered. When considering individual responsibility, a variety of factors are taken into account such as whether an individual was directly responsible or whether the individual, by virtue of seniority, could be deemed indirectly responsible, including staff who drive the Group’s culture and set outits strategy.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    55


Governance: Remuneration report

Remuneration policy for all employees

Actions which may be taken where risk management and conduct falls below required standards include:

Adjustment

Current year annual bonuses are adjusted downwards where individuals are found to be responsible (either directly or indirectly) in a risk or misconduct event.

Malus

Deferred unvested bonuses from prior years are subject to malus provisions which enable the Committee to reduce the vesting level of deferred bonuses (including to nil) at its discretion. Events which may lead the Committee to do this include, but are not limited to, employee misconduct or a material failure of risk management.

Clawback

Clawback applies to any variable remuneration awarded to a Material Risk Taker (MRT) on or after 1 January 2015 in respect of years for which they are a MRT. Barclays may apply clawback if, at any time during the seven year period from the date on which variable remuneration is awarded to a MRT: (i) there is reasonable evidence of employee misbehaviour or material error, and/or (ii) the firm or the business unit suffers a material failure of risk management, taking account of the individual’s proximity to and responsibility for that incident.

Clawback may be extended to 10 years for PRA Senior Managers where there are outstanding internal or regulatory investigations at the end of the 7 year clawback period.

In addition to reductions to individuals’ bonuses, the policy below underpin 2014 remuneration decisions madeCommittee considers and makes collective adjustments to the incentive pool for specific risk and conduct events. For 2017, the impact of these collective adjustments, resulting from both the direct financial impact on performance and the additional adjustments applied by the Committee, is a reduction of c. £180m.

We have also adjusted the incentive pool to take account of an assessment of a wide range of future risks including conduct, non-financial factors that can support the delivery of a strong risk management, control and throughout Barclays.conduct culture and other factors including reputation, impact on customers, markets and other stakeholders. The Committee was supported in its consideration of this adjustment by the Board Risk Committee and the Board Reputation Committee.

Fair pay agenda

Barclays continues to look holistically at different aspects of how we pay our people, to ensure that we deliver fair and effective pay for performance, with pay decisions that are aligned with Barclays’ Values.

This can be described as our fair pay agenda, which incorporates a number of themes currently highlighted by the government and the media, although in practice our approaches to many of these aspects have evolved over many years.

Our main areas of focus are:

◾   

Fair pay for the lowest paid

–  Ensuring our people receive a fair day’s pay for a fair day’s work

–  Since 2004, Barclays has been a Living Wage accredited employer, with all UK permanent employees and those UK employees of third party contractors who provide services to us at our sites being paid at least the current National or London Living Wage. This is a commitment we have also extended to all our UK employed apprentices. By March 2018, the entry level pay for permanent, non-apprentice employees, will already be above the Living Wage target level set for 2020 by the Government, two years early. Similarly, Barclays will meet the 2020 target Living Wage level for its apprentice population by 2019

–  Our current pay deal with Unite (2017-2019) commits to a 7.5% agreed salary increase budget for the Unite recognised population. As part of the pay deal, our commitment to track the Living Wage and continue to progress junior pay will provide a 10% increase across the three years for the most junior employees.

◾   

Ensuring every individual has the opportunity to progress through the organisation and earn more

–  Supporting initiatives to eliminate any ‘glass ceiling’ and ensure equal opportunities for progression for every individual

–  We are an equal opportunities employer and have a number of initiatives in place to support diversity in our workplace e.g. increasing female representation at all levels across Barclays remains a core focus of our talent management and leadership succession processes

–  Barclays has published its UK Gender Pay Gap for the first time this year (page 49), as well as continuing to report the proportion of women at our more senior corporate grades.

◾   

Equal pay

–  Barclays fully supports equal pay legislation (in place in the UK since 1970)

–  Barclays is committed to ensuring all employees are fairly paid for the work they do, and that men and women receive equal pay for the same or similar roles. We are explicit with those who make pay decisions that those pay decisions must not, directly or indirectly, take into account an individual’s gender, age, ethnicity, religion, sexual orientation, marital status, pregnancy, maternity, shared parental, paternity or parental leave, veteran status or disability

–  To ensure our pay decisions are fair, and reflect our legal obligations, Barclays has a number of policies and processes in place to ensure that line management decisions that are made at the beginning on hiring and throughout the employment cycle are free from unlawful bias. This includes ensuring that our internal policies and processes are neutral in their application and free from any conscious or unconscious bias. We also share key data annually with Unite concerning their recognised population on pay distribution.

◾   

Ensuring employees, like any other stakeholders, are appropriately represented in remuneration decision-making

–  Employee views are represented by senior management to the Committee. We continue to review potential approaches to build on this

–  Employees are represented by their management through our internal remuneration decision-making processes. We are also proud of our long-standing relationship with Unite, through which we engage positively on remuneration.

56    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


◾   

Ensuring executive pay and employee pay are linked to business performance

–  The view that executive and employee remuneration should both be linked to the performance of the company is one shared by the Committee

–  Pay approaches for our executive Directors are demonstrably aligned to business performance through financial, non-financial performance and risk based performance measures, as described in the DRP

–  Similar performance considerations are made by the Committee when determining the appropriate level of incentive funding for all of our people.

Remuneration structure

The remuneration structure for employees is closely aligned with that for executive Directors, set out in detail in the Directors’ remuneration policyDRP which was approved by Shareholders at the 2014 AGM. A full copy of the policy can be found on pages 108 to 120 of the 2016 Annual Report. The primary exception being that the executive Directors participate in the Barclays’ LTIP and receive part of their Fixed Pay in Barclays PLC website. An abridged version is at pages 77 to 79 of this Report.

  Barclays’ remuneration decisions:

1.

Support the goal of becoming the ‘Go-To’ bank by attracting, retaining and competitively rewarding colleagues with the ability, experience, skill, values and behaviours to deliver that goal.

2.

Will only reward business results when these are achieved in a manner consistent with Barclays’ Values and Behaviours:

¡Respect: We respect and value those we work with, and the contribution that they make

¡Integrity: We act fairly, ethically and openly in all we do

¡Service: We put our clients and customers at the centre of what we do

¡Excellence: We use our energy, skills and resources to deliver the best, sustainable results

¡Stewardship: We are passionate about leaving things better than we found them

3.

Protect and promote shareholder interests by incentivising colleagues to deliver sustained performance and create long-term value through the delivery of Barclays’ goal. Those decisions will reflect that performance for individuals and in aggregate. Barclays will pay competitively for high performance but will not pay more than the amount appropriate to maximise the long-term value of the bank for its shareholders.

4.

Create a direct and recognisable alignment between remuneration and risk exposure, as well as adjusting current and deferred incentives for current and historic risk, including malus adjustments, as appropriate.

5.

Should be as simple and clear for colleagues and stakeholders as possible – as is the process used to determine them.

6.

Ensure that the balance between shareholder returns and remuneration is appropriate, clear and supports long-term shareholder interests.

Remuneration and performance

Our remuneration policy means that remuneration decisions for all employees across the whole of Barclays are aligned with and support the achievement of Barclays’ goal of becoming the ‘Go-To’ bank.

This is achieved by linking remuneration to a broad assessment of performance based on expected standards of delivery and behaviour discussed with employees at the start of and throughout the performance year. A new approach to performance management was implemented for all employees in 2014 to ensure alignment of these expectations to Barclays’ strategy. This started with all employees aligning each of their 2014 objectives to the 5Cs of the Balanced Scorecard (Customer & Clients, Colleagues, Citizenship, Conduct and Company) and discussing behaviour expectations in relation to our Values with their managers. This ensures that clear expectations are set for not only ‘what’ employees are expected to deliver, but also ‘how’ they are expected to go about it.

Individual performance is then evaluated against both the ‘what’ (performance against objectives) and the ‘how’ (demonstration of our Values and Behaviours), with ratings agreed for both of these elements and overall performance at year-end. This evaluation takes into account various factors including:

¡Performance against agreed objectives (both financial and non-financial) and core job responsibilities

¡Adherence to relevant risk policies and procedures and control frameworks

¡Behaviour in line with Barclays’ Values and Behaviours

¡Colleague and stakeholder feedback

¡Input from the Risk and Compliance functions where there are concerns about the behaviour of the individuals concerned or the risk of the business undertaken.

There is no specific weighting between the financial and non-financial considerations for employees because all of them are important to the determination of the overall performance assessment.

Linking individual performance assessment and remuneration decisions to both the Balanced Scorecard and our Values and Behaviours in this way promotes the delivery of sustainable individual and business performance, and establishes clear alignment between remuneration policy and Barclays’ strategy.

|  49


Remuneration structureshares.

Employees receive salary, pension and other benefits and are eligible to be considered for an annual bonus. Employees in some customer-facing businesses participate in formulaic incentive plans, including plans based onwhich have good customer feedback and other measures ofoutcomes as the quality of service they provide to customers.primary performance measure. The plans also recognise how results have been achieved in line with Barclays’ Values. Some senior employees also receive Role Based Pay (RBP). Remuneration of PRA Material Risk Takers (MRTs), formerly known as Code Staff,MRTs is subject to the 2:1 maximum ratio of variable to fixed pay.remuneration. A total of 1,277 (2013: 530)1,641 (2016: 1,561) individuals were MRTs. Some seniorMRTs in 2017. Capital requirements regulation (CRR) quantitative disclosures on MRTs are set out on pages 189 to 191 of Barclays PLC 2017 Pillar 3 Report.

The remuneration of employees receive Role Based Pay (RBP).

Barclays was accreditedengaged in 2014control functions is determined independently from the business they support and within the parameters of the incentive pool allocated to them by the Committee. Remuneration for control function employees is less weighted towards variable remuneration as a UK Living Wage employer, which recognised the Bank’s commitmentcompared to ensure that all itsfront office employees and those employees of third party contractors who provide servicesvariable remuneration is typically limited to us at our sites, are paid at least the current London or UK Living Wage.one times fixed remuneration. This is a commitment which we have also extendedleads to all our UK employed apprentices.less volatility in overall control function remuneration as compared to front office outcomes.

Further information on remuneration structure is provided below.

Fixed remuneration

 

Salary

 

¡Salaries reflect individuals’ skills and experience and are reviewed annually in the context of annual performance assessment. They are increased where justified by role change, increased responsibility or where justified bya change in the latest availableappropriate market data.rate. Salaries may also be increased in line with local statutory requirements and in line with union and works council commitments.

 

 

Role Based Pay (RBP)

 

¡A small number of senior employees receive a class of fixed pay called RBP to recognise the seniority, breadth and depth of their role. RBP was introduced in 2014 to enable Barclays to remain competitive for global talent, given the CRD IV 2:1 maximum ratio of variable to fixed pay which came into effect in 2014.

 

 

Pension and benefits

 

¡The provision of a competitive package of benefits is important to attracting and retaining the talented staff Barclays needsneeded to deliver Barclays’ strategy. Employees have access to a range of country specific company fundedcountry-specific company-funded benefits, including pension schemes, healthcare, life assurance and BarclaysBarclays’ share plans as well as other voluntary employee funded benefits. The cost of providing thethese benefits is defined and controlled.

 

 

Variable remuneration

Variable remuneration

 

Annual bonus

 

Annual bonuses rewardincentivise and incentivisereward the achievement of Group, business and individual objectives, and the demonstration ofreward employees for demonstrating individual behaviours in line with Barclays’ Values and Behaviours.Values.

 

 

 

 

The ability to recognise performance through variable remuneration enables the Group to control its cost base flexibly and to react to events and market circumstances. Bonuses remain a key feature of remuneration practice in the highly competitive and mobile market for talent in the financial services sector. The Committee is careful to control the proportion of variable to fixed remuneration paid to individuals.individuals and also to ensure an appropriate amount is deferred to future years.

 

 

 

 

BonusThe typical deferral levels are significantly in excess of PRA requirements.structures are:

 

                                                     For MRTs:                                 For non-MRTs:
Incentive award        Amount deferredIncentive award          Amount deferred

< £500,000        40% of total awardUp to £65,000        0%

£500,000 to £1,000,000        60% of total award> £65,000        Graduated level of deferral

> £1,000,000        60% up to £1,000,000

        100% above £1,000,000

 

 

For MRTs, the deferral rate is a minimum of 40% (for bonuses of up to £500,000) or 60% (for bonuses of more than £500,000).

 

For non-MRTs, bonuses over £65,000 are subject to a graduated level of deferral.

2014 bonuses awarded to Managing Directors in the Investment Bank are 100% deferred.

Deferred bonuses are generally delivered in equal portions as deferred cash under the Cash Value Plan (CVP) and deferred shares under the Share Value Plan (SVP), each typically vesting in annual tranches over three years subject to the rules of the deferred cash and share plans (as amended from time to time) and continued service.

Deferred bonuses are subject to either a 3, 5 or 7 year deferral period in line with regulatory requirements.
 

Deferred bonuses are subjectWhere dividend equivalents cannot be delivered on deferred bonus shares, the number of deferred bonus shares awarded will be calculated using a share price discounted to malus provisions which enablereflect the Committee to reduceabsence of dividend equivalents during the vesting level of deferred bonuses (including to nil) at its discretion. Events which may lead the Committee to do this include, but are not limited to, employee misconduct or a material failure of risk management.

Clawback applies to any variable remuneration awarded to a MRT on or after 1 January 2015. Barclays may apply clawback if at any time during the 7 year period from the date on which variable remuneration is awarded to a MRT: (i) there is reasonable evidence of employee misbehaviour or material error, and/or (ii) the firm or the business unit suffers a material failure of risk management, taking account of the individual’s proximity to and responsibility for that incident.period.

 

 

Share plans

 

Alignment of senior employees with shareholders is achieved through deferral of incentive pay into the SVP.pay. We also encourage wider employee shareholding through the all employeeall-employee share plans. 83%86% of the global employee population (excluding Africa) areis eligible to participate.participate (up from 82% in 2016).

 

 

50  |


Governance: Remuneration report

2014 incentives

This section provides details of how 2014 total incentive award decisions were made.

2014 pay and performance headlines

The key performance considerations which the Committee took into account in making its remuneration decisions for 2014 are highlighted below:

¡Adjusted profit before tax was up 12% to £5,502m (Adjusted profit before tax (ex CTA) was up 9% to £6,667m)

–  Within the Core business, Personal and Corporate Banking and Barclaycard continued to grow profits (up 29% and 13% respectively), Africa Banking has done well but was impacted by adverse currency movements, and the Investment Bank is making progress despite challenging market conditions impacting income

¡Statutory profit before tax was down 21% at £2,256m (2013: £2,868m)

¡CRD IV Common Equity Tier 1 (CET1) ratio was up to 10.3% (2013: 9.1%)

¡The BCBS 270 leverage ratio was up to 3.7% (September 2014: 3.5%)

¡Balanced Scorecard – Good progress has been made against the Balanced Scorecard in respect of 2018 targets.

The pay outcomes and decisions can be summarised as follows:

¡The Group compensation to adjusted net income ratio improved to 37.7% (2013: 38.7%). The Core compensation to adjusted net income ratio was 35.7% The Group compensation to net statutory income ratio decreased to 38.5% (2013: 38.7%)

¡Total compensation costs decreased 8% to £8,891m (2013: £9,616m). Total compensation costs in the Investment Bank were down 9% at £3,620m (2013: £3,978m)

¡Total incentive awards granted were £1,860m, down 22% on 2013. Investment Bank incentive awards granted were £1,053m, down 24% on 2013

¡Although no resolutions have yet been reached with the relevant investigating regulatory authorities, the Committee has adopted a prudent approach in relation to any potential settlements with respect to the ongoing Foreign Exchange trading investigations. The 2014 incentive pool, has as a result, been adjusted downwards by the Committee in anticipation of potential future settlements (which are as yet unknown). The Committee will, however, keep the matter under review

¡There has been strong differentiation on the basis of individual performance to allow the Group to more effectively manage compensation costs

¡Average value of incentive awards granted per Group employee is £14,100 (2013: £17,000) and the average value of incentive awards granted per Investment Bank employee is £51,400 (2013: £61,000). Average value of incentive awards granted per Group employee excluding the Investment Bank and Non-Core is £6,900 (2013: £7,600)

¡Levels of bonus deferral continue to significantly exceed the PRA Remuneration Code’s minimum requirements and are expected to remain among the highest deferral levels globally. 2014 bonuses awarded to Managing Directors in the Investment Bank were 100% deferred.

2014 pay – Questions and answers

Why is a 2014 compensation to adjusted net income ratio of 37.7% appropriate for the Group?

The Committee continues to recognise the importance of rebalancing the allocation of income towards shareholders and the ongoing journey towards achieving this remains a key focus.

The Group compensation to adjusted net income ratio has decreased significantly from 42.4% in 2010 to 37.7% in 2014, continuing the trajectory towards a mid-30s ratio in the medium term.

The introduction of RBP in 2014 meant that an additional accounting charge of c.£250m was taken in the year, which would otherwise have been borne in future years under the previous remuneration structures.

If RBP had not been introduced and an equivalent amount provided through bonus, this ratio would have been approximately 1% lower. The impact is greatest within the Investment Bank (c.3%). Without this change, the compensation to adjusted net income ratio for the Investment Bank would have been down year on year.

Within Barclays Core, the ratio is at 35.7% down from 36.2% and is therefore already tracking at the target level of mid-thirties, demonstrating the efficiencies achieved in the Core business.

How do you justify a 2014 incentive pool of £1,860m?

The Committee remains focused on paying for performance while continuing to deliver a greater share of the income we generate to shareholders.

The final 2014 incentive pool of £1,860m is down 22% on 2013. This is despite a 12% improvement in adjusted profit before tax, increases in CET1 and leverage ratios and steady progress towards our key measures under the Balanced Scorecard.

|  51


The following chart illustrates our commitment to controlling and reducing variable remuneration:

Barclays incentive pools

LOGO

Note

2013 Investment Bank incentive awards have been restated from £1,574m to reflect the business reorganisation outlined in the Strategy Update on 8 May 2014. 2010, 2011 and 2012 Investment Bank incentive awards have not been restated.

What have you done in terms of risk and conduct adjustments in 2014?

The Committee takes risk and conduct matters very seriously and will continue to ensure that there are appropriate adjustments to both individual remuneration and, where necessary, the incentive pool.

Conduct is included as a key metric in the Balanced Scorecard and risk and conduct events are considered as part of the performance management process and reflected in incentive decisions for individuals. All employees have their performance assessed against objectives (the ‘what’) as well as demonstration of Barclays Values and Behaviours (the ‘how’).

To support this there is a strong governance structure with a dedicated review body, the Remuneration Review Panel (Panel), which reports directly to the Committee. The Panel is independent of the business and includes senior representatives from the key control functions of Risk, Compliance, Internal Audit, Legal and HR. It sets the policy and processes and is responsible for assessing the impact on compensation of risk and conduct events.

It is the Committee’s intention that individuals who are accountable, responsible or directly culpable for risk and conduct matters are subject to remuneration reductions as appropriate. This will include reductions to bonus and unvested deferred awards (i.e. malus reductions). While investigations are ongoing, individuals who are under investigation will be subject to suspensions of variable pay, in line with our values and the expectations of our regulators. For current employees who are directly culpable, disciplinary action up to and including dismissal may also result.

In 2014 reductions were made to the incentive pool funding by the Committee for a number of conduct and risk events. These included the ongoing Foreign Exchange trading investigations, PPI, the fines received for gold price fixing, for breaches of the FCA’s Client Asset rules and the US Securities and Exchange Commission’s sanction for compliance violations as well as other issues requiring remediation.

With respect to the ongoing Foreign Exchange trading investigations, although no resolutions have yet been reached with the relevant investigating authorities, the Committee adopted a prudent approach. The 2014 incentive pool has as a result been adjusted downwards by the Committee. The Committee will, however, keep the matter under review.

Total incentive awards granted – current year and deferred (audited)

 

 
  Barclays Group Investment Bank 
  

 

 
  

Year Ended
31.12.14

£m

 Year Ended
31.12.13
£m
 % Change Year Ended
31.12.14
£m
 Year Ended
31.12.13a
£m
 % Change 

 

 

Total current year bonus

     885     957     8    381     411     7  

Total deferred bonus

     757     1,140     34    634     921     31  

 

 

Bonus pool

     1,642     2,097     22    1,015     1,332     24  

Commissions, commitments and other incentives

     218     281     22    38     46     17  

 

 

Total incentive awards grantedb

     1,860     2,378     22    1,053     1,378     24  

 

Proportion of bonus that is deferred

     46%     54%      62%     69%    

Total employees (full time equivalent)

     132,300     139,600     5    20,500     22,600     9  

Average value of incentive award granted per employee

     £14,100     £17,000     17c   £51,400     £61,000     16  

 

 

Notes

a2013 Investment Bank figures have been restated to reflect the business reorganisation outlined in the Strategy Update on 8 May 2014.
bFor a reconciliation of total incentive awards granted to the relevant income statement charge, see table on page 53.
cAverage value of incentives granted for Barclays Group excluding the Investment Bank and Non-Core is down 9%.

52  |


Governance: Remuneration report

2014 incentives

Deferral levels vary according to the incentive award quantum. With reductions in incentive award levels, this has reduced the proportion of the bonus that is deferred.

Deferred bonuses are delivered, subject to the rules and only once an employee meets certain conditions, including continued service. This creates a timing difference between the communication of the bonus pool and the charges that appear in the income statement which are reconciled in the table below.

Reconciliation of total incentive awards granted to income statement charge (audited)

   Barclays Group  Investment Bank 
   Year Ended
31.12.14
£m
  Year Ended
31.12.13
£m
  % Change  Year Ended
31.12.14
£m
  Year Ended
31.12.13a
£m
  % Change 
 Total incentive awards for 2014  1,860    2,378    22    1,053    1,378    24  
 Less: deferred bonuses awarded in 2014  (757  (1,140  34    (634  (921  31  
 Add: current year charges for deferred bonuses from previous year  1,067    1,147    7    854    933    8  
 Otherb  (108  169        12    99    88  

 Income statement charge for performance

 costs

  2,062    2,554    19    1,285    1,489    14  

Notes

a2013 Investment Bank figures have been restated to reflect the business reorganisation outlined in the Strategy Update on 8 May 2014.
bDifference between incentive awards granted and income statement charge for commissions, commitments and other incentives.

¡Employees only become eligible to receive shares or cash under a deferred award once all of the relevant conditions have been fulfilled, including the provision of services to the Group

¡The income statement charge for performance costs reflects the charge for employees’ actual services provided to the Group during the relevant calendar year (including where those services fulfil conditions attached to previously deferred bonuses). It does not include charges for deferred bonuses where conditions have not been met

¡As a consequence, while the 2014 Group incentive awards granted decreased 22% compared to 2013, the income statement charge for performance costs decreased 19%

Income statement charge (audited)

   Barclays Group      Investment Bank 
   Year Ended
31.12.14
£m
  Year Ended
31.12.13
£m
  % Change  Year Ended
31.12.14
£m
  Year Ended
31.12.13a
£m
  % Change 
 Deferred bonus charge  1,067    1,147    7    854    933    8  
 Current year bonus charges  885    957    8    381    411    7  
 Commissions, commitments and other incentives  110    450    76    50    145    66  
 Performance costs  2,062    2,554    19    1,285    1,489    14  
 Salariesb  4,998    4,981        1,749    1,787    2  
 Social security costs  659    715    8    268    294    9  
 Post retirement benefitsc  624    688    9    120    151    21  
 Allowances and trading incentives  170    211    19    64    86    26  
 Other compensation costs  378    467    19    134    171    22  
 Total compensation costsd  8,891    9,616    8    3,620    3,978    9  
 Other resourcing costs                        
 Outsourcing  1,055    1,084    3    9    26    65  
 Redundancy and restructuring  358    687    48    239    186    (28
 Temporary staff costs  530    551    4    176    249    29  
 Other  171    217    21    42    69    39  
 Total other resourcing costs  2,114    2,539    17    466    530    12  
                         
 Total staff costs  11,005    12,155    9    4,086    4,508    9  
                         
 Compensation as % of adjusted net income  37.7  38.7   47.6  46.2 
 Compensation as % of adjusted income  34.6  34.5   47.7  46.3 
 Compensation as % of statutory net income  38.5  38.7   47.6  46.2 
 Compensation as % of statutory income  35.2  34.4      47.7  46.3    

Notes

a2013 Investment Bank figures have been restated to reflect the business reorganisation outlined in the Strategy Update on 8 May 2014.
bSalaries include Role Based Pay and fixed pay allowances.
cPost retirement benefits charge includes £242m (2013: £261m) in respect of defined contribution schemes and £382m (2013: £427m) in respect of defined benefit schemes.
dIn addition, £250m (2013: £346m) of Group compensation was capitalised as internally generated software.

¡Total staff costs decreased 9% to £11,005m, principally reflecting a 19% decrease in performance costs and a 48% decrease in redundancy and restructuring charges

¡Performance costs decreased 19% to £2,062m, reflecting an 8% decrease to £885m in charges for current year cash and share bonuses, a 7% decrease in the charge for deferred bonuses to £1,067m and a 76% decrease in commissions, commitments and other incentives to £110m

¡Redundancy and restructuring charges decreased 48% to £358m, due to a number of Transform initiatives that occurred in 2013

 

 |  53


Deferred bonuses awarded are expected to be charged to the income statement in the years outlined in the table that follows.

Year in which income statement charge is expected to be taken for deferred bonuses awarded to dateaBarclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    57

    Actual   Expectedb 
    Year Ended
31.12.13
£m
   Year Ended
31.12.14
£m
   Year Ended
31.12.15
£m
   2016 and
beyond
£m
 
 Barclays Group        
 Deferred bonuses from 2011 and earlier bonus pools   621     202     18       
 Deferred bonuses from 2012 bonus pool   526     286     106     15  
 Deferred bonuses from 2013 bonus pool        579     294     145  
 Deferred bonuses from 2014 bonus pool             421     304  
 Income statement charge for deferred bonuses   1,147     1,067     839     464  
 Investment Bank                    
 Deferred bonuses from 2011 and earlier bonus pools   480     172     15       
 Deferred bonuses from 2012 bonus pool   453     226     84     12  
 Deferred bonuses from 2013 bonus pool        456     232     113  
 Deferred bonuses from 2014 bonus pool             362     249  
 Income statement charge for deferred bonuses   933     854     693     374  

 Bonus pool componentExpected grant dateExpected payment date(s)aYear(s) in which income statement charge arisesc
 Current year cash bonus¡  February 2015¡  February 2015¡  2014
 Current year share bonus¡  February/March 2015¡  February 2015 to September 2015¡  2014
 Deferred cash bonus¡  March 2015¡  March 2016 (33.3%)¡  2015 (48%)
¡  March 2017 (33.3%)¡  2016 (35%)
¡  March 2018 (33.3%)¡  2017 (15%)
¡  2018 (2%)
 Deferred share bonus¡  March 2015¡  March 2016 (33.3%)¡  2015 (48%)
¡  March 2017 (33.3%)¡  2016 (35%)
¡  March 2018 (33.3%)¡  2017 (15%)
¡  2018 (2%)

Notes

aThe actual amount charged and amounts delivered are subject to the rules including all conditions being met prior to the expected delivery date and will vary compared with the above expected amounts. In addition, employees receiving a deferred cash bonus may be awarded a service credit of 10% of the initial value of the award at the time that the final instalment is made, subject to continued employment. Dividend equivalent shares may also be awarded under SVP awards.
bDoes not include the impact of grants which will be made in 2015 and 2016.
cThe income statement charge is based on the period over which performance conditions are met.

54  |


Governance: Remuneration report

Annual report on Directors’ remuneration

This section explains how our Directors’ remuneration policy was implemented during 2014.

Executive Directors

Executive Directors: Single total figure for 2014 remuneration (audited)

The following table shows a single total figure for 2014 remuneration in respect of qualifying service for each executive Director together with comparative figures for 2013.

  

Salary

£000

 Role Based Pay
£000
 Taxable benefits
£000
 Annual bonus
£000
 

LTIP

£000

 

Pension

£000

 

Total

£000

 
  2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 

Antony Jenkins

  1,100    1,100    950        100    138    1,100        1,854        363    364    5,467    1,602  

Tushar Morzaria

  800    171    750        95    14    900    1,200            200    43    2,745    1,428  

The single total figure for 2014 for the executive Directors is higher than for 2013 since Antony Jenkins voluntarily declined a 2013 bonus and the current executive Directors had no LTIP vesting in 2013. Antony Jenkins has an LTIP scheduled for release award for the performance period 2012-2014 which is shown in the table. Tushar Morzaria joined the Board with effect from 15 October 2013 so his 2013 salary, pension and benefits relate to his part year qualifying service.

Additional information in respect of each element of pay for the executive Directors (audited)

Salary

Antony Jenkins is paid a salary of £1,100,000 per annum as Group Chief Executive. Tushar Morzaria has been paid a salary of £800,000 per annum since his appointment to the Group Finance Director role.

Role Based Pay (RBP)

With effect from 1 January 2014, both executive Directors received RBP. RBP is delivered quarterly in shares which are subject to a holding period with restrictions lifting over five years (20% each year). The value shown is of shares at the date awarded.

Taxable benefits

Taxable benefits include private medical cover, life and ill health income protection, tax advice, relocation, home leave related costs, car allowance and the use of a company vehicle and driver when required for business purposes.

Annual Bonus

Annual bonuses are discretionary and are typically awarded in Q1 following the financial year to which they relate. The 2014 bonus awards reflect the Committee’s assessment of the extent to which each of the executive Directors achieved their Financial (50% weighting) and Balanced Scorecard (35% weighting) performance measures, and their personal objectives (15% weighting). More information on the performance measures and the outcomes for the 2014 bonuses is set out on page56 and 57.

60% of each executive Director’s 2014 bonus will be deferred in the form of an award under the SVP vesting over three years with one third vesting each year. 20% will be paid in cash and 20% delivered in shares. All shares (whether deferred or not deferred) are subject to a further six month holding period from the point of release. 2014 bonuses are subject to clawback provisions and, additionally, unvested deferred 2014 bonuses are subject to malus provisions which enable the Committee to reduce the vesting level of deferred bonuses (including to nil).

LTIP

Barclays LTIP amount included in Antony Jenkins’ 2014 single total figure is the value of the amount scheduled to be released in relation to the LTIP award granted in 2012 in respect of performance period 2012-2014. As Tushar Morzaria was not a participant in this cycle, the LTIP figure in the single figure table is shown as zero for him. Release is dependent on, amongst other things, performance over the period from 1 January 2012 to 31 December 2014. The performance achieved against the performance targets is as follows.

  Performance measure Weighting Threshold Maximum 100% vesting Actual % of maximum achieved

Return on Risk Weighted Assets (RoRWA)

 60% 23% of award vests for average annual RoRWA of 1.1% Average annual RoRWA of 1.6% 0.5% 0%

Loan loss rate

 30% 10% of award vests for average annual loan loss rate of 93 bps Average annual loan loss rate of 70 bps or below 60 bps 30%

Citizenship metrics

 10% Performance against the Barclays Citizenship strategy is assessed by the Committee to determine the % of the award that may vest between 0% and 10% N/A 0%

The LTIP award is also subject to a discretionary underpin in that the Committee must be satisfied with the underlying financial health of the Group. The Committee was satisfied that this underpin was met, and accordingly determined that the award should be considered for release to the extent of 30% of the maximum number of shares under the total award. The shares are scheduled to be released in May 2015. 50% of any shares that are released (after deductions for income tax and social security contributions) are subject to a 12 month holding period.

|  55


Pension

Executive directors are paid cash in lieu of pension contributions. This is market practice for senior executives in comparable roles.

2014 Annual Bonus outcomes

(i) Antony Jenkins

The Committee considered Antony Jenkins’ performance against the financial and non-financial measures which had been set to reflect the strategic priorities for 2014. A summary of the assessment for Antony Jenkins against his specific performance measures is provided in the following table.

Antony Jenkins

  Performance measuresWeighting Target2014 Assessment     Outcome 

Financial

          

Adjusted profit before tax

   20%    £5.14bn – £5.92bn   £5.5bn     100%         20%  

Adjusted Costs (ex CTA)

   10%    £17.11bn – £16.24bn  £16.9bn     100%         10%  

CET1 ratio (fully loaded basis)

   10%    10.1% – 10.6%   10.3%     100%         10%  

Leverage ratio

   10%    3.0% – 3.5%   3.7%     100%         10%  

Balanced Scorecard – 5 Cs

          

Customer & Client

          

Colleague

    2018 targets     
 
Steady
progress
  
  
  

Citizenship

   35%         on all targets     22%  

Conduct

          

Company

                       

Personal objectives/contribution

   15%    See below        
 
Judgemental
assessment
  
  
   11%  

Total

   100%                  83%  

Final outcome after the exercise of Remuneration Committee discretion

                     57%  

In aggregate, the performance assessment resulted in an overall outcome of 83% of maximum bonus opportunity being achieved. Notwithstanding the performance assessment outcome of 83%, the Committee subsequently used its discretion to reduce the overall outcome by 26% to 57%. The adjustment was considered appropriate in the context of an holistic assessment which recognised that, amongst other factors, while there has been solid financial performance and steady progress has been made on strategic repositioning, statutory profit before tax continues to be impacted by material conduct issues and there remains significant further work to be done to improve overall returns. This adjustment therefore also incorporated consideration of executive accountability for the significant group-wide conduct issues that impacted Barclays in 2014 which included, for example, the ongoing Foreign Exchange trading investigations. The resulting 2014 bonus is £1,100,000 (57% of maximum bonus).

The considerations and rationale for the outcome of each component are set out below.

Financial (50% weighting)

The approach adopted for assessing financial performance is based on driving balanced performance outcomes across a range of measures. In line with this, performance is initially assessed against a target range for each financial measure with a binary outcome i.e. below range (zero) and within range (100%). Each financial measure has a weighting allocated, the total of which equals 50% of maximum bonus opportunity. After this the Committee is required to apply discretion, considering all relevant factors, to ensure that the final outcome is appropriate.

As each financial target has been met or exceeded, a formulaic assessment of the current outcomes against financial measures implies a full 50% weighting (prior to the application of Committee discretion). There has been sustained and consistent progress made towards our 2016 Transform targets and Barclays has met all 2014 Transform financial and capital targets. Higher Group and Core adjusted profit before tax were driven by focused cost saving initiatives. Significant Non-Core run down throughout the year contributed to strengthening of Group capital and leverage ratios. Group adjusted profit before tax increased 12% to £5,502m. CET1 ratio increased to 10.3% (2013: 9.1%) demonstrating progress towards the 2016 Transform financial target in excess of 11%. The leverage ratio increased to 3.7% close to the 2016 Transform target to exceed 4%.

Balanced Scorecard (35% weighting)

Each of the five “Cs” of the Balanced Scorecard was assessed. This year the Balanced Scorecard was cascaded throughout the organisation and now forms part of the framework against which employees are assessed. There has been steady progress across the Balanced Scorecard towards our 2018 targets. There was however deterioration in the sustained engagement metric and the Relationship Net Promoter Score. The move in both metrics is predominately due to changes Barclays has undergone during 2014 with the Strategy Update affecting a structural change in the company. Citizenship initiatives are on track or ahead of target. Progress has been made on the company metric especially in our fully loaded CRD IV CET1 ratio metric where recent European Banking Authority and Bank of England stress tests highlighted Barclays capital strength and resilience to stress scenarios.

Based on an assessment of performance against 2014 Balanced Scorecard milestones, the Committee has agreed a 22% outcome out of a maximum of 35%.

Personal objectives (15% weighting)

Antony Jenkins has shown strong leadership throughout the year and has been fully committed to delivering on the Transform financial targets and on improving the control environment across the organisation during 2014. Progress against the Transform targets provides strong evidence that the decisive reshaping of the business announced in the 2014 Strategy update is working. Antony Jenkins’ commitment to Barclays’ Values, both personally and in continuing to promote their importance throughout the organisation is highly commendable. Progress in embedding cultural change has continued and changes made are being recognised both internally and externally as illustrated in the Conduct measures in our Balanced Scorecard. He has strengthened the Executive Committee and the Senior Leadership Group. The Committee judged that 11% of a maximum of 15% was appropriate.

56  |  


Governance Remuneration report

Annual report on Directors’ remuneration

(ii) Tushar Morzaria

The Committee undertook the same considerations in respect of financial performance, achievement against the Balanced Scorecard targets and personal measures for Tushar Morzaria. A summary of the assessment for Tushar Morzaria against his specific performance measures is provided in the following table.

Tushar Mozaria

  Performance measuresWeighting Target2014 Assessment     Outcome 

Financial

          

Adjusted profit before tax

   20%    £5.14bn – £5.92bn   £5.5bn     100%         20%  

Adjusted Costs (ex CTA)

   10%    £17.11bn – £16.24bn  £16.9bn     100%         10%  

CET1 ratio (fully loaded basis)

   10%    10.1% – 10.6%   10.3%     100%         10%  

Leverage ratio

   10%    3.0% – 3.5%   3.7%     100%         10%  

Balanced Scorecard – 5 Cs

          

Customer & Client

          

Colleague

    2018 targets     
 
Steady
progress
  
  
  

Citizenship

   35%         on all targets     22%  

Conduct

          

Company

                       

Personal objectives/contribution

   15%    See below        
 
Judgemental
assessment
  
  
   11%  

Total

   100%                  83%  

Final outcome after the exercise of Remuneration Committee discretion

                     64%  

The assessment on the financial and Balanced Scorecard performance measures is set out above. There was continued strong momentum on costs and capital both for the year and in terms of progress towards 2016 financial targets. On a personal basis, the Committee concluded that Tushar Morzaria had demonstrated a consistent strive for excellence and challenged the status quo where appropriate to drive results and achieve cost targets. He has also demonstrated strong and effective leadership of the finance, tax and treasury functions and has developed strong external relationships with the regulators.

In aggregate, performance assessment resulted in an overall outcome of 83% of maximum being achieved. Following a holistic review by the Committee and after the exercise of discretion, the annual bonus has been set at £900,000 (64% of maximum bonus).

Executive Directors: Other LTIP awards

The Directors’ remuneration reporting regulations require inclusion in the single total figure of only the value of the LTIP awards whose last year of performance ends in the relevant financial year and whose vesting outcome is known. For 2014, this is the award to Antony Jenkins under the 2012-2014 LTIP cycle and further details are set out on page55. This section sets out other LTIP cycles in which the executive Directors participate, the outcome of which remains dependent on future performance.

LTIP awards to be granted during 2015

The Committee decided to make awards under the 2015-2017 LTIP cycle to both Antony Jenkins and Tushar Morzaria with a face value at grant of 120% of their respective fixed pay at 31 December 2014. The 2015-2017 LTIP awards will be subject to the following performance measures.

Performance measure

WeightingThresholdMaximum vesting

Net Generated Equitya

30%7.5% of award vests for Net Generated Equity of £1,363mNet Generated Equity of £1,844m

Core Return on Risk Weighted Assets (RoRWA) excluding own credit

20%5% of award vests for average annual Core RoRWA of 1.34%Average annual Core RoRWA of 1.81%

Non-Core drag on Adjusted Return on Equity (RoE)

10%2.5% of award vests for Non-Core drag on Adjusted RoE of –4.02%Non-Core drag on Adjusted RoE of –2.97%

Loan Loss Rate

10%2.5% of award vests for average annual loan loss rate of 70bpsAverage annual loan loss rate of 55bps or below

Balanced Scorecard

30%Performance against the Balanced Scorecard is assessed by the Committee to determine the percentage of the award that may vest between 0% and 30%. Each of the 5Cs in the Balanced Scorecard has equal weighting. The targets within each of the 5Cs are deemed to be commercially sensitive. However, retrospective disclosure of the targets and performance against them will be made in the 2017 Remuneration Report subject to commercial sensitivity no longer remaining.

Note

aNet Generated Equity is a metric which converts changes in the CET1 ratio into an absolute capital equivalent measure. For remuneration purposes, Net Generated Equity will exclude inorganic actions such as rights issues, as determined by the Committee.

Straight line vesting applies between the threshold and maximum points in respect of the financial and risk measures.

The awards are subject to a discretionary underpin by which the Committee must be satisfied with the underlying financial health of the Group. Awards under the 2015-2017 LTIP cycle will also be subject to malus and clawback provisions.

|  57


Outstanding LTIP awards

(i) LTIP awards granted during 2013

The performance measures for the awards made under the 2013-2015 LTIP cycle are shown below.

Performance measure

WeightingThresholdMaximum vesting

Return on Risk Weighted Assets (RoRWA)

50%13% of award vests for average annual RoRWA of 1.1%Average annual RoRWA of 1.6%

Loan loss rate

30%10% of award vests for average annual loan loss rate of 75 bpsAverage annual loan loss rate of 60 bps or below

Balanced Scorecard

20%Performance against the Balanced Scorecard is assessed by the Committee to determine the percentage of the award that may vest between 0% and 20%. Each of the 5Cs in the Balanced Scorecard has equal weighting. The targets within each of the 5Cs are deemed to be commercially sensitive. However, retrospective disclosure of the targets and performance against them will be made in the 2015 Remuneration Report subject to commercial sensitivity no longer remaining.

Straight line vesting applies between the threshold and maximum points in respect of the RoRWA and Loan loss rate measures respectively. If the Committee is satisfied with the underlying financial health of the Group based on profit before tax, depending on the extent of its satisfaction, the percentage of Barclays shares that may be considered for release by the Committee under the RoRWA measure can be increased or decreased by 10% of the total award, subject always to a maximum of 50% of the award. Performance outcome will be determined at the end of the performance period.

(ii) LTIP awards granted during 2014

Awards were made on 17 March 2014 under the 2014-2016 LTIP cycle at a share price on the date of grant of £2.3259, in accordance with our remuneration policy to the executive Directors. This is the price used to calculate the face value below.

 

 
 % of salary Number of shares Face value at grant Performance period   

 

 

Antony Jenkins

   400%     1,891,740     £4,400,000     2014-2016    

Tushar Morzaria

   400%     1,375,811     £3,200,000     2014-2016    

 

 

The performance measures for the 2014-2016 LTIP awards are as follows:

Performance measure

WeightingThresholdMaximum vesting

Return on Risk Weighted Assets (RoRWA)

50%23% of award vests for average annual RoRWA of 1.08%Average annual RoRWA of 1.52%

Loan loss rate

20%7% of award vests for average annual loan loss rate of 70 bpsAverage annual loan loss rate of 55 bps or below

Balanced Scorecard

30%Performance against the Balanced Scorecard is assessed by the Committee to determine the percentage of the award that may vest between 0% and 30%. Each of the 5Cs in the Balanced Scorecard has equal weighting. The targets within each of the 5Cs are deemed to be commercially sensitive. However, retrospective disclosure of the targets and performance against them will be made in the 2016 Remuneration Report subject to commercial sensitivity no longer remaining.

Straight line vesting applies between the threshold and maximum points in respect of the RoRWA and Loan loss rate measures respectively. If the Committee is satisfied with the underlying financial health of the Group based on profit before tax, depending on the extent of its satisfaction, the percentage of Barclays shares that may be considered for release by the Committee under the RoRWA measure can be increased or decreased by 10% of the total award, subject always to a maximum of 50% of the award. Performance outcome will be determined at the end of the performance period.

Executive Directors: pension (audited)

Antony Jenkins left the UK pension scheme in April 2012, and then started receiving cash in lieu of pension. He has benefits in both the final salary 1964 section and in the cash balance Afterwork section. The accrued pension shown below relates to his 1964 section pension only. The other pension entries relate to his benefits in both sections.

Tushar Morzaria receives cash in lieu of pension.

 

 
 

Accrued
pension at
31 December
2014

£000

 Increase in
value of
accrued
pension over
year net of
inflation
£000
 

Normal
retirement

date

 Pension value
in 2014 from
DB Scheme
£000
 2014
cash in lieu
of pension
£000
 2014 Total  
£000  
 

 

 

Antony Jenkins

   4     0     11 July 2021     0     363     363    

Tushar Morzaria

                       200     200    

 

 

58  |  


Governance: Remuneration report

Annual report on Directors’ remuneration

Executive Directors: Statement of implementation of remuneration policy in 2015

This section explains how the approved Directors’ remuneration policy will be implemented in 2015.

Antony JenkinsTushar MorzariaComments
Salary£1,100,000£800,000No change from 2014.
RBP£950,000£750,000Delivered quarterly in shares subject to a holding period with restrictions lifting over five years. No change from 2014.
Pension33% of salary25% of salaryFixed cash allowance in lieu of participation in pension plan. No change from 2014.
Maximum bonus80% of fixed pay80% of fixed payAward subject to performance over the year and delivered in cash and shares, a proportion of which is deferred (60%) over three years with one-third vesting each year, and subject to a further six month holding period. No change from 2014.
Maximum LTIP120% of fixed pay120% of fixed payAward under the LTIP cycle to be delivered in shares. Vesting dependent on performance over the three year period and subject to a further two year holding period after vesting. No change from 2014.

Total Fixed Pay

The Directors’ remuneration policy sets out the policy on RBP for executive Directors. Following the EBA Opinion on allowances, published in October 2014, and despite the formal power to reduce RBP in the Directors’ remuneration policy, the Committee has agreed that total fixed pay (Salary and RBP elements) will not be reduced in 2015. The EBA is expected to update its guidelines and, subject to this update, further changes to the structure of RBP may be required.

Clawback and malus

Clawback applies to any variable remuneration awarded to the executive Directors on or after 1 January 2015. Barclays may apply clawback if at any time during the 7 year period from the date on which any variable remuneration is awarded: (i) there is reasonable evidence of individual misbehaviour or material error, and/or (ii) the firm suffers a material failure of risk management, taking account of the individual’s proximity to and responsibility for that incident.

As set out in the Directors’ remuneration policy, malus provisions will continue to apply to unvested deferred awards.

  |   59


2015 Annual bonus

The annual bonus opportunity will be consistent with the Directors’ remuneration policy in terms of the maximum bonus opportunity, deferral and malus. Any 2015 bonus will also be subject to clawback provisions. Performance measures with appropriately stretching targets have been selected to cover a range of financial and non-financial goals that support the key strategic objectives of the Company. The performance measures and weightings are shown below.

Financial (50% weighting)

A performance target range has been set for each financial measure.

¡

¡

¡

¡

Adjusted profit before tax (20% weighting)

Adjusted Costs (ex CTA) (10% weighting)

Common Equity Tier 1 ratio (fully loaded basis) (10% weighting)

Leverage ratio (10% weighting)

Balanced Scorecard

(35% weighting)

¡

Progress towards the five year Balanced Scorecard targets will be assessed by the Committee at the year end. Each of the 5Cs in the Balanced Scorecard will have equal weighting

Personal objectives

(15% weighting)

Antony Jenkins’ 2015 personal objectives include:

Personal objectives for each executive Director are aligned to Barclays’ Purpose, Values and Behaviours and to the 5Cs of the Balanced Scorecard

Customers & Clients:

¡

Continue to position Barclays as the ‘Go-To’ bank, embed a customer and client focused culture boosted by innovation, and a process for continuous improvement across the bank

Colleagues:

¡

Strengthen colleague engagement at all levels by acting on Employee Opinion Survey feedback

Citizenship:

¡

Continue to restore trust in Barclays’ brand and position Barclays as a socially useful bank, supporting in particular innovation, enterprise and employability in the communities we serve

¡

Deepen engagement and demonstrate industry leadership with key external stakeholders globally

Conduct:

¡

Ensure the Conduct Risk Framework is embedded in the business and that we act with integrity in everything we do

¡

Make significant progress in remediating legacy issues, mitigating reputational and financial risk wherever possible

Company:

¡

Deliver on financial commitments with particular focus on capital accretion, cost management and revenue generation. Continue to drive improving returns in the Investment Bank and accelerate the run-down of Non-Core

¡

Manage risk and control effectively by ensuring applicable risk frameworks are applied and a positive risk culture is embedded

¡

Implement Structural Reform Programme

Tushar Morzaria’s 2015 personal objectives include:

Customers & Clients:

¡

Deliver “Go-To” operating model – transformational change, enabling structural and regulatory reform, through a simplified operating model and improved process and technology

Colleagues:

¡

Effective leadership and colleague engagement to ensure collective responsibility for achievement of objectives

¡

Create a diverse and inclusive environment where colleagues can fulfil their potential

Citizenship:

¡

Leadership and active support of Group-wide objectives as defined in 2015 citizenship plan

Conduct:

¡

Effective management of external relationships and reputation

¡

Fully embed the Conduct Risk Framework into the activities of Group Finance, Tax and Treasury

¡

Manage strategic tax decisions to ensure we operate in the right way in line with our principles

Company:

¡

Deliver on 2015 financial commitments with particular focus on capital/leverage requirements and cost management

¡

Manage risk and control effectively by ensuring all material risks are identified, managed and reported and a positive risk culture is embedded

60  |  


Governance: Remuneration report

Annual report on Directors’ remuneration

Detailed calibration of the Financial and Balanced Scorecard targets is commercially sensitive and it is not appropriate to disclose this information externally on a prospective basis. Disclosure of achievement against the targets will be made in the 2015 annual report subject to the targets no longer being sensitive. The Committee may exercise its discretion to amend the formulaic outcome of assessment against the targets. Any exercise of discretion will be disclosed and explained.

Illustrative scenarios for executive Directors’ remuneration

The charts below show the potential value of the current executive Directors’ 2015 remuneration in three scenarios: ‘Minimum’ (i.e. fixed pay only), ‘Maximum’ (i.e. fixed pay and the maximum variable pay that may be awarded) and ‘Mid-point’ (i.e. fixed pay and 50% of the maximum variable pay that may be awarded). For the purposes of these charts, the value of benefits is based on an estimated annual value. The scenarios do not reflect share price movement between award and vesting. LTIP is included at face value; the amount received and included in the single total figure for remuneration will depend on performance over the performance period.

A significant proportion of the potential remuneration of the executive Directors is variable and is therefore performance-related and subject to clawback, deferral and malus.

Total remuneration opportunity:Group Chief Executive (£000)

Total remuneration opportunity:Group Finance Director (£000)

LOGOLOGO

In the above illustrative scenarios, benefits include regular contractual benefits. Additional ad hoc benefits may arise, for example, overseas relocation of executive Directors, but will always be provided in line with the Directors’ remuneration policy.

Performance graph and table

The performance graph below illustrates the performance of Barclays over the past six financial years from 2009 to 2014 in terms of total shareholder return compared with that of the companies comprising the FTSE 100 index. The index has been selected because it represents a cross-section of leading UK companies.

LOGO

In addition, the table below provides a summary of the total remuneration of the relevant Group Chief Executive over the same six-year period as the graph above. For the purpose of calculating the value of the remuneration of the Group Chief Executive, data has been collated on a basis consistent with the ‘single figure’ methodology.

 

 

Year

2009 2010 2011 2012 2012 2013 2014   

 

 

Group Chief Executive

John

Varley

 

John

Varley

 

Bob

Diamond

 

Bob

Diamonda

 

Antony

Jenkinsb

 

Antony

Jenkins

 

Antony  

Jenkins  

 

 

 

Group Chief Executive single figure of total remuneration £000s

   2,050     4,567     11,070c   1,892     529    1,602    5,467    

Annual bonus against maximum opportunity %

   0%     100%     80%    0%     0%    0%    57%    

Long-term incentive vesting against maximum opportunity %

   50%     16%     N/Ad   0%     N/Ad   N/Ad   30%    

 

 

Antony Jenkins’ 2014 pay is higher than in earlier years since he declined a bonus in 2012 and 2013 and did not have LTIP vesting in those years.

Notes

aBob Diamond left the Board on 3 July 2012.
bAntony Jenkins became Group Chief Executive on 30 August 2012.
cNumber in the single figure table above for 2011 is inclusive of £5,745k tax equalisation as set out in the 2011 Remuneration Report. He was tax equalised on tax above the UK rate where that could not be offset by a double tax treaty.
dNot a participant in a long-term incentive award which vested in the period.

  |  61


 

Governance: Remuneration report

Directors’ remuneration policy

    

 

Percentage change in Group Chief Executive’s remuneration

The table below shows how the percentage change in the Group Chief Executive’s salary, benefits and bonus between 2013 and 2014 compares with the percentage change in the average of each of those components of pay for United Kingdom based employees.

 

 
 Salary Role Based Pay Benefits   Annual bonus   

 

 

Antony Jenkins

   No Change     
 
Introduced
in 2014
  
  
   (27.5%)     
 
See note  
below  
  
  

 

 

Average based on UK employees

   3.1%     
 
Introduced
in 2014
  
  
   No change      (8.4%)   

 

 

Note

Antony Jenkins announced on 3 February 2014 that he would decline any 2013 bonus offered to him by the Committee. It is therefore not possible to calculateThis section sets out a percentage increase from 2013 to 2014.

We have chosen UK employees as the comparator group as it is the most representative group for pay structure comparisons.

Relative importance of spend on pay

A year on year comparisonsummary of the relative importance of payBarclays’ forward-looking DRP and distributions to shareholders is shown below. 2014 Group compensation costs have reduced by 8% and dividends to shareholders have increased 23% from 2013.

Group Compensation Costs(£m)Dividends to shareholders(£m)

LOGO

LOGO

Chairman and non-executive Directors

Remuneration for non-executive Directors reflects their responsibility and time commitment and the level of fees paid to non-executive Directors of comparable major UK companies.

Chairman and non-executive Directors: Single total figure for 2014 fees (audited)

 

 
 Fees Benefits Total 

 

 
 

2014

£000

 

2013

£000

 

2014

£000

 

2013

£000

 

2014

£000

 

2013

£000

 

 

 

Chairman

            

Sir David Walker

   750     750     19     17     769     767  

 

 

Non-executive Directors

            

Mike Ashleya

   213     39               213     39  

Tim Breedon

   240     183               240     183  

Fulvio Contib

   37     110               37     110  

Simon Fraserc

   47     140               47     140  

Crawford Gilliesd

   91                    91       

Reuben Jeffery III

   160     124               160     124  

Wendy Lucas-Bulle

   105     25               105     25  

Dambisa Moyo

   151     129               151     129  

Frits van Paasschenf

   80     33               80     33  

Sir Michael Rake

   250     220               250     220  

Diane de Saint Victorg

   135     90               135     90  

Sir John Sunderland

   190     189               190     189  

Steve Thiekeh

   131                    131       

David Boothi

        185                    185  

Sir Andrew Likiermanj

        45                    45  

 

 

Total

    2,580      2,262           19           17      2,599      2,279  

 

 

Non-executive directors are reimbursed expenses that are incurred for business reasons. Any tax that arises on these reimbursed expenses is paid by Barclays.

The Chairman is provided with private medical coverfor information only. The DRP was approved at the 2017 AGM held on 10 May 2017 and the use of a company vehicle and driver when requiredapplies for business purposes.

Notes

aMike Ashley joined the Board as a non-executive Director with effect from 18 September 2013.
bFulvio Conti retired from the Board as a non-executive Director with effect from 24 April 2014.
cSimon Fraser retired from the Board as a non-executive Director with effect from 24 April 2014.
dCrawford Gillies joined the Board as a non-executive Director with effect from 1 May 2014.
eWendy Lucas-Bull joined the Board as a non-executive Director with effect from 19 September 2013.
fFrits van Paasschen joined the Board as a non-executive Director with effect from 1 August 2013.
gDiane de Saint Victor joined the Board as a non-executive Director with effect from 1 March 2013.
hSteve Thieke joined the Board as a non-executive Director with effect from 7 January 2014.
iDavid Booth retired from the Board as a non-executive Director with effect from 31 December 2013.
jSir Andrew Likierman retired from the Board as a non-executive Director with effect from 25 April 2013.

62  |


Governance: Remuneration report

Annual report on Directors’ remuneration

Chairman and Non-executive Directors: Statement of implementation of remuneration policy in 2015

2015 fees for the Chairman and non-executive Directors are shown below.

 

 
 1 January 2015
£000
 1 January 2014
£000
 Percentage
increase
 

 

 
Chairmana   750     750     0  
Deputy Chairmana   250     250     0  
Board member   80     80     0  
Additional responsibilities      
Senior Independent Director   30     30     0  
Chairman of Board Audit or Board Remuneration Committee   70     70     0  
Chairman of Board Financial Risk Committee   60     60     0  
Chairman of Board Conduct, Operational and Reputational Risk Committeeb   50            
Membership of Board Audit or Board Remuneration Committee   30     30     0  
Membership of Board Conduct, Operational and Reputational Risk Committee   25     25     0  
Membership of Board Financial Risk Committee   25     25     0  
Membership of Board Corporate Governance and Nominations Committee   15     15     0  

 

 

Notes

aThe Chairman and Deputy Chairman do not receive any other additional responsibility fees in addition to the Chairman and Deputy Chairman fees respectively.
bThe Chairman was Chairman of Board Conduct, Operational and Reputational Risk Committee until April 2014 and so did not receive a separate fee for this role. Reuben Jeffery became Chairman of this Committee from April 2014 and he has been paid a separate fee for this role since then.

Payments to former Directors

Former Group Finance Director: Chris Lucas

Chris Lucas stepped down as Group Finance Director and from the Board on 16 August 2013 due to ill health.

In line with his contract of employment, Chris Lucas received contractual sick pay (100% of base salary), pension allowance and other benefits including private medical cover, life assurance cover, Executive Income Protection Plan (EIPP), car allowance and the use of a company vehicle and driver when required for business purposes. His contractual sick pay, pension allowance and car allowance ceased on 15 February 2014 and his use of a company vehicle and driver ceased on 31 December 2014.

From 16 February 2014, Chris Lucas continued to receive life assurance cover, private medical cover and payments under the EIPP. Full details of his eligibility under the EIPP were disclosed in the 2013 Directors’ Remuneration Report (page 91 of the 2013 20-F). In 2014, the 2011 – 2013 LTIP award vested to Chris Lucas. This was disclosed in the 2013 Directors’ Remuneration Report (page 89 of the 2013 20-F).

Former Chairman: Marcus Agius

Marcus Agius was appointed as a senior adviser providing corporate advisory support to Barclays Corporate and Investment Banking with effect from 1 November 2012. His fee for this role was disclosed in the 2013 Directors’ Remuneration Report (page 92 of the 2013 20-F). The appointment was reviewed after 12 months to determine the value provided from the arrangement and as a result was extended until 31 March 2014 when the arrangement ended. He has received no cash payments after 31 March 2014. He was eligible for private medical cover until 31 December 2014, as provided for in his contract.

Directors’ shareholdings and share interests

Executive Directors’ shareholdings and share interests

The chart below shows the value of Barclays’ shares held beneficially by Antony Jenkins and Tushar Morzaria as at 27 February 2015 that count towards the shareholding requirement of, as a minimum, Barclays’ shares worth four times salary. Executive Directors have fivethree years from the later of (i) 2013 and (ii) date of appointment to meet this requirement. At close of business on 27 February 2015, the market value of Barclays ordinary shares was £2.569.

Antony Jenkins (£000)

LOGO

Tushar Morzaria (£000)

  LOGO

  |  63


Tushar Morzaria joined Barclays in October 2013. He is building up to the shareholding requirement as his share awards vest (net of shares sold to cover any income tax and social security). In addition, his 2014-2016 and 2015-2017 LTIP and SVP share awards ensure alignment with shareholders.

that date. The table below shows shares owned beneficially by all the Directors and shares over which executive Directors hold awards which are subject to either deferral terms or performance conditions. The shares shown below that are subject to performance conditions are based on the maximum number of shares that may be released.

Interests in Barclays PLC shares (audited)

 

 
 Owned outright 

 

Unvested

 

Total as at

31 December

2014 (or date

of retirement

from the Board,

if earlier)

 

Total as at  

27 February  

2015  

 
 

Subject to

performance

measures

 

Not subject to

performance

measures

 

 

 

Executive Directors

          

Antony Jenkins

   4,161,856     5,948,232     1,412,347     11,522,435     11,522,435    

Tushar Morzaria

   437,627     1,375,811     1,043,434     2,856,872     2,856,872    

 

 

Chairman

          

Sir David Walker

   138,751               138,751     138,751  

 

 

Non-Executive Directors

          

Mike Ashley

   17,541               17,541     17,541  

Tim Breedon

   13,207               13,207     13,207  

Fulvio Contia

   84,586               84,586       

Simon Fraserb

   120,041               120,041       

Crawford Gilliesc

   52,110         52,110     52,110  

Reuben Jeffery III

   176,230               176,230     176,230  

Wendy Lucas-Bull

   8,365               8,365     8,365  

Dambisa Moyo

   34,608               34,608     34,608  

Frits van Paasschen

   10,535               10,535     10,535  

Sir Michael Rake

   68,462               68,462     68,462  

Diane de Saint Victor

   12,914               12,914     12,914  

Sir John Sunderland

   135,038               135,038     135,038  

Steve Thieked

   16,392               16,392     16,392  

John McFarlanee

                         

 

 

Notes

aFulvio Conti retired from the Board as a non-executive Director with effect from 24 April 2014.
bSimon Fraser retired from the Board as a non-executive Director with effect from 24 April 2014.
cCrawford Gillies joined the Board as a non-executive Director with effect from 1 May 2014.
dSteve Thieke joined the Board with effect from 7 January 2014.
eJohn McFarlane joined the Board with effect from 1 January 2015.

64  |


Governance: Remuneration report

Annual report on Directors’ remuneration

Barclays Board Remuneration Committee

The Board Remuneration Committee is responsible for overseeing Barclays’ remuneration as described in more detail below.

Terms of Reference

The role of the Committee is to:

¡set the over-arching principles and parameters of remuneration policy across the Group;

¡consider and approve the remuneration arrangements of the Chairman, the executive Directors, other senior executives and those employees, including MRTs, whose total annual compensation exceeds an amount determined by the Committee from time to time (currently total annual compensation of £1m or more); and

¡exercise oversight for remuneration issues.

The Committee also considers and approves buy outs of forfeited rights for new hires of £1m or more, and packages on termination where the total value is £1m or more. It reviews the policy relating to all remuneration plans including pensions, and considers and approves policies to promote the alignment of the interests of shareholders and employees. It is also responsible for the selection and appointment of its independent remuneration adviser.

The Terms of Reference can be found at barclays.com/corporategovernance or from the Company Secretary on request.

Chairman and members

The Chairman and members of the Committee are as follows:

¡Sir John Sunderland, Committee member since 1 July 2005, Committee Chairman since 24 July 2012

¡Sir David Walker, Committee member since 1 September 2012

¡Simon Fraser, Committee member from 1 May 2009 to 24 April 2014

¡Tim Breedon, Committee member since 1 December 2012

¡Steve Thieke, Committee member since 6 February 2014

¡Crawford Gillies, Committee member since 1 May 2014

Sir David Walker was considered independent on appointment as Board Chairman. All other current members are considered independent by the Board.

Remuneration Committee attendance in 2014

 

 
 

Number of meetings

eligible to attend

 

Number of  

meetings attended  

 

 

 

Sir John Sunderland

   5     4    

Sir David Walker

   5     5    

Simon Fraser

   2     2    

Tim Breedon

   5     5    

Steve Thieke

   4     4    

Crawford Gillies

   3     3    

 

 

The performance of the Committee is reviewed each year as part of the Board Effectiveness Review. The 2014 review concluded that the Committee is operating effectively. Full details of the Board Effectiveness reviewfull DRP can be found on page27.

Adviserspages 108 to the Remuneration Committee

During 2014, the Committee was advised by Towers Watson. Towers Watson was re-appointed by the Committee in April 2014 following a market review. The Committee is satisfied that the advice provided by Towers Watson to the Committee is independent. Towers Watson is a signatory to, and its continuing appointment as adviser to the Committee is conditional on adherence to, the voluntary UK Code of Conduct for executive remuneration consultants.

Towers Watson’s work includes advising the Committee and providing the latest market data on compensation and trends when considering incentive levels and remuneration packages. A representative from Towers Watson attends Committee meetings, when requested by the Committee. Towers Watson is available to advise and meet with the Committee members separate from management.

Fees for Committee work are charged on a time/cost basis and Towers Watson were paid a total of £193,000 (excluding VAT) in fees for its advice to the Committee in 2014 relating to the executive Directors (either exclusively or along with other employees within the Committee’s Terms of Reference).

|  65


Towers Watson provides pensions advice, advice on health and benefits provision, assistance and technology support for employee surveys and performance management, and remuneration data to the Group. Towers Watson also provides pensions advice and administration services to the Barclays Bank UK Retirement Fund.

The Committee regularly reviews the objectivity and independence120 of the advice it receives from Towers Watson.

In the course of its deliberations, the Committee considers the views of the Group Chief Executive, Group Human Resources Director and the Reward and Performance Director. The Group Finance Director and Chief Risk Officer provide regular updates on Group and business financial performance and the Group’s risk profile respectively.

No Barclays’ employee2016 Annual Report or Director participates in discussions or decisions of the Committee relating to his or her own remuneration. No other advisers provided significant services to the Committee in the year.

Remuneration Committee activities in 2014

The following provides a summary of the Committee’s activities during 2014 and during the February 2015 meeting when 2014 remuneration decisions were finalised.

  MeetingFixed and variable pay issuesGovernance, risk and other matters

  February 2014

¡  Approved executive Directors’ and senior executives’ 2014 fixed pay

¡  Approved final 2013 incentive funding

¡  Approved proposals for executive Directors’ and senior executives’ 2013 bonuses and 2014 LTIP awards for executive Directors

¡  Risk adjustment and malus review

¡  Approved 2013 remuneration report

¡  Review of reward communications strategy

¡  Finance and Risk update

  April 2014

¡  Approved 2014 executive Directors and Group Executive Committee annual bonus performance measures

¡  2014 early incentive funding projections

¡  Consideration of the use of contingent convertible instruments for deferred variable pay

¡  Review of Annual General Meeting materials

¡  Review of response to PRA consultation on clawback

¡  CRD IV update

  July 2014

¡  2014 incentive funding projections

¡  Consideration of the use of contingent convertible instruments for deferred variable pay

¡  Review of Committee effectiveness and terms of reference

¡  Control framework for hiring, retention and termination of employees

¡  Review of methodology for making conduct adjustments to incentives pool

¡  Finance and Risk update

¡  Methodology for MRT identification

  October 2014

¡  Update on EBA Opinion on allowances

¡  2014 incentive funding projections

¡  2015 LTIP design and performance measures

¡  Update on PRA consultation on changes to the Remuneration Code

¡  Control framework for hiring, retention and termination of employees

¡  Finance and Risk update

  December 2014

¡  Initial considerations on senior executives’ 2015 fixed pay

¡  2014 incentive funding proposals and initial senior executive individual proposals

¡  2015 LTIP design and performance measures

¡  Risk adjustment and malus review

¡  Review of draft 2014 remuneration report

¡  Finance and Risk update

  February 2015

¡  Approved executive Directors’ and senior executives’ 2015 fixed pay

¡  Approved 2015 executive Directors and Group Executive Committee annual bonus performance measures

¡  Approved group salary and RBP budgets

¡  Approved final 2014 incentive funding

¡  Approved proposals for executive Directors’ and senior executives’ 2014 bonuses and 2015 LTIP awards for executive Directors

¡  Risk adjustment and malus review

¡  Approved 2014 remuneration report

¡  Review of reward communications strategy

¡  Finance and Risk update

Regular items: market and stakeholder updates including PRA/FCA, US Federal Reserve and other regulatory matters; LTIP performance updates.

at home.barclays/annualreport.

66  |


Governance: Remuneration report

Annual report on Directors’ remuneration

Statement of voting at Annual General Meeting

At the last Annual General Meeting the voting results on the remuneration resolutions were as follows:

 

Resolutions to approve

For

% of

votes cast

Number

Against

% of

votes cast

Number

Withheld

Number

Reason for votes

against, if known

Action taken by

the Committee

 

 

Directors’ Remuneration Policy

 

 

93.21%

 

 

6.79%

 

 

154,598,278

 

 

N/A

 

 

N/A

 

9,936,116,114

 

 

723,914,712

 

   

 

 

2013 Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy)

 

 

76.01% 7,126,653,596

 

 

23.99% 2,249,400,996

 

 

1,439,525,601

 

 

The main reason for 24% of votes cast against was that the overall size of the 2013 incentive pool was not considered reflective of the Group performance by some shareholders. The Committee values the comments of its shareholders and took their feedback into consideration when determining the 2014 incentive pool. The Committee is absolutely committed to aligning pay and performance.

 

 

 

A fixed to variable remuneration ratio of 1:2 for ‘Remuneration Code Staff’

 

 

96.02% 10,364,453,159

 

 

3.98% 429,517,557

 

 

21,212,841

 

 

N/A

 

 

N/A

 

|  67


Additional remuneration disclosures

This section contains voluntary disclosures that Barclays has agreed with the UK Government that it will make about levels of remuneration for our eight most highly paid senior executive officers. It also contains additional voluntary remuneration disclosures about levels of remuneration of employees in the Barclays Group.

2014 total remuneration of the eight highest paid senior executive officers below Board level

The table below shows remuneration for the eight highest paid senior executive officers below Board level who were Key Management Personnel in 2014.

Eight highest paid senior executive officers below Board level

 

 
 

1

2014

£000

 

2

2014

£000

 

3

2014

£000

 

4

2014

£000

 

5

2014

£000

 

6

2014

£000

 

7

2014

£000

 

2014 

£000 

 

 

 

Fixed Pay (salary and RBP)

   1,288     1,800     1,200     2,882     894     790     552     600   

Current year cash bonus

   400     240     360          140     161     200     180   

Current year share bonus

   400     240     360          140     161     200     180   

Deferred cash bonus

   600     360     540          210     241     300     270   

Deferred share bonus

   600     360     540          210     241     300     270   

 

 

Total remuneration

   3,288     3,000     3,000     2,882     1,594     1,594     1,552     1,500   

 

 

Total remuneration of the employees in the Barclays Group

The table below shows the number of employees in the Barclays Group in 2013 and 2014 in bands by reference to total remuneration. Total remuneration comprises salary, RBP, bonus and the value at award of LTIP awards.

Total remuneration of the employees in the Barclays Group

 

 
 Number of employees 
  

 

 

Remuneration band

 2014   2013  

 

 

£0 to £25,000

    72,262       74,600   

£25,001 to £50,000

    33,760       36,886   

£50,001 to £100,000

    20,491       23,381   

£100,001 to £250,000

    9,000       10,371   

£250,001 to £500,000

    2,323       2,507   

£500,001 to £1,000,000

    871       962   

£1,000,001 to £2,000,000

    273       363   

£2,000,001 to £3,000,000

    61       80   

£3,000,001 to £5,000,000

    22       30   

Above £5m

    3         

 

 

Barclays is a global business. Of those employees earning above £1m in total remuneration in the table above, 54% are based in the US, 33% in the UK, and 13% in the rest of the world.

The number of employees paid above £1m has reduced from 481 in 2013 to 359 in 2014.

68  |


Governance: Remuneration report

Additional remuneration disclosures

Outstanding share plan and long-term incentive plan awards (audited)

 

 
  PlanNumber of Shares under
Award at 1st January
2014 (maximum)
 Number of Shares
awarded in year
(maximum)
 Market Price
on award date
 Number of Shares
released
 Market Price 
on release date 
 

 

 

Antony Jenkins

          

Barclays LTIP 2012-2014

   1,139,217          £1.81          –   

Barclays LTIP 2012-2014

   1,371,280          £1.86          –   

Barclays LTIP 2013-2015

   1,545,995          £3.06          –   

Barclays LTIP 2014-2016

        1,891,740     £2.31          –   

Share Value Plan 2011

   154,463          £2.88     154,463     £2.31   

Share Value Plan 2012

   664,754          £2.53     332,377     £2.31   

Share Value Plan 2012

   2,159,941          £1.86     1,079,971     £2.31   

Tushar Morzaria

          

Barclays LTIP 2014-2016

        1,375,811     £2.31          –   

Share Value Plan 2013

   1,089,495          £2.51     355,618     £2.31   

Share Value Plan 2014

        309,557     £2.31          –   

 

 

The interests shown in the table above are the maximum number of Barclays’ Shares that may be received under each plan. Executive Directors do not pay for any share plan or long-term incentive plan awards. Antony Jenkins received 73,415 dividend shares and Tushar Morzaria received 4,824 dividend shares from Share Value Plan (SVP) awards released in 2014.

SVP 2013 granted to Tushar Morzaria was granted in respect of awards he forfeited as a result of accepting employment at Barclays. This award was made in line with the Barclays’ recruitment policy.

Outstanding Contingent Capital Plan (CCP) awards and Cash Value Plan (CVP) awards (audited)

 

 
  PlanValue under Award at
1st January 2014
(maximum)
 

Value paid in year

£000

 

Value under Award at
31st December 2014

(maximum)

 First scheduled
release date
 

Last scheduled  

release date  

 

 

 

Antony Jenkins

          

Contingent Capital Plan 2011

   450     450               –    

Cash Value Plan 2012

   1,500     750     750     18/03/2013     16/03/2015    

 

 

Executive Directors did not pay for CCP awards or CVP awards.

Deferred cash bonuses granted under CCP in 2011 and CVP in 2012 are dependent on future service and malus conditions. The vesting of the CCP awards are subject to the condition that the CET1 ratio was equal to or exceeded 7%, which was achieved. In addition to the ‘Value paid in year’ shown in the table above, a coupon of 7% was paid on the CCP amount paid in 2014.

On the vesting of CVP awards, a ‘service credit’ may be added on the third and final vesting amount which for the award shown is 10% on the original award amount. Antony Jenkins received the CVP award as part of his 2011 bonus, which was awarded in respect of performance in his role as CEO of Retail and Business Banking.

|  69


 

 
 Number of Shares
lapsed in 2014
 Number of Shares under Award
at 31st December 2014
(maximum)
 Value of Release
£000
 End of Performance Period
or scheduled first release date
 

Last scheduled  

release date  

 

 

 
          
        1,139,217          31/12/2014     25/05/2015    
        1,371,280          31/12/2014     25/05/2015    
        1,545,995          31/12/2015     07/03/2016    
        1,891,740          31/12/2016     06/03/2017    
             357          –    
        332,377     768     18/03/2013     16/03/2015    
        1,079,970     2,495     17/03/2014     16/03/2015    
        1,375,811          31/12/2016     06/03/2017    
        733,877     821     17/03/2014     05/03/2018    
        309,557          16/03/2015     06/03/2017    

 

 

70  |


Governance: Remuneration report

Directors’ remuneration policy

Barclays’ forward looking remuneration policy for Directors was approved at the 2014 AGM held on 24 April 2014 and applies for three years from that date. The full policy can be found on pages 76 to 86 of the 201320-F or at barclays.com/annualreport. This section sets out an abridged version of the Directors’ remuneration policy and is provided for information only.

This remuneration policy sets out the framework for how the Committee’s remuneration strategy will be executed for the Directors over the three years beginning on the date of the 2014 AGM. This is to be achieved by having a remuneration policy that seeks to:

¡provide an appropriate and competitive mix of fixed and variable pay which, through its short and long-term components, incentivises management and is aligned to shareholders;

¡provide direct line of sight with Barclays’ strategy through the incentive programmes; and

¡comply with and adapt to the changing regulatory landscape.

Remuneration policy forsummary – executive Directors

 

  Element and purpose  Operation Maximum value and performance measuresImplementation in 2018
  

A. Fixed pay

SalaryPay

To reward skills and experience appropriate for the breadth and depth of the role and to provide the basis for a competitive remuneration package

  

Salaries areFixed Pay is determined with reference to market practice and historical market data (on which the Committee receives independent advice), and reflect individualreflects the individual’s experience and role.

 

Executive Directors’ salaries areTotal compensation is benchmarked against comparable roles in the following banks: Bank of America, BBVA, BNP Paribas, Citigroup, Credit Suisse, Deutsche Bank, HSBC, JP Morgan, Lloyds, Morgan Stanley, RBS, Santander, Société Générale, Standard Chartered and UBS. The Committee may amend the list of comparator companies to ensure it remains relevant to Barclays or if circumstances make this necessary (for example, as a result of takeovers or mergers).banks.

 

Salaries50% of Fixed Pay is delivered in cash (paid monthly), and 50% is delivered in shares. The shares are reviewed annuallydelivered quarterly and any changes are effective from 1 April in the financial year.

Salaries for executive Directors are set at a point within the benchmark range determined by the Committee taking into account their experience and performance. Increases for the current executive Directors over the policy period will be no more than local market employee increases other than in exceptional circumstances where the Committee judges that an increase is needed to bring an executive Director’s salary into line with that of our competitors. In such circumstances Barclays would consult with its major shareholders.

Role Based Pay

To enable competitive remuneration opportunity in recognition of the breadth and depth of the role

Paid quarterly in shares which are subject to a holding period with restrictions lifting over five years (20% each year). As the executive Directors beneficially own the shares, they will be entitled to any dividends paid on those shares.

 

RBP will be reviewed and fixed annually and may be reduced or increased in certain circumstances. Any changes are effective from 1 January in the relevant financial year.

The maximum RBP for executive Directors is set at £950,000 for the Group Chief Executive, Antony Jenkins, and £750,000 for the Group Finance Director, Tushar Morzaria. It is not pensionable (except where required under local law). These amounts may be reduced but are at the maxima and may not be increased above this level.

There are no performance measures.

 

Malus and clawback provisions do not apply to Fixed Pay.

No change from 2017.

   Jes Staley: £2,350,000

   Tushar Morzaria: £1,650,000

These amounts are fixed and will not change during the policy period for these individuals.

  

Pension

To enable executive Directors to build long-term retirement savings

  

Executive Directors receive an annual cash allowance in lieu of participation in a pension arrangement.

 

No change from 2017.

The maximum annual cash allowance is 33% of salary   Jes Staley: £396,000

   Tushar Morzaria: £200,000

These amounts are fixed and will not change during the policy period for the Group Chief Executive and 25% of salary for the Group Finance Director and any other executive Director.these individuals.

  

Benefits

To provide a competitive and cost effective benefits package appropriate to the role and location

  

Executive Directors’ benefits provision includes, but is not restricted to, private medical cover, annual health check, life and ill health income protection, tax advice, car cash allowance, and use of a companyCompany vehicle and driver when required for business purposes.

Additional benefits may be offered that are minor in nature or are normal market practice in a country to which an executive Director relocates or from which an executive Director is recruited.

 

In addition to the above, if an executive Director were to relocate, additional support would be provided for a defined and limited period of time in line with Barclays’ general employee mobility policy including provision of temporary accommodation, payment of removal costs and relocation flights.policy. Barclays will pay the executive Director’s tax on the relocation costs but will not tax equalise and will also not pay the tax on his or herany other employment income.

 

 

The maximum value of the benefit is determined by the nature of the benefit itself and costs of provision may depend on external factors, e.g. insurance costs.

|  71


No change from 2017.

Remuneration policy for executive Directors continued

Element and purposeOperationMaximum value and performance measures

B. Variable Pay

  

Annual bonus

To reward delivery of short-term financial targets set each year, the individual performance of the executive Directors in achieving those targets, and their contribution to delivering Barclays’ strategic objectives

 

While financial objectives are important, the Balanced Scorecard (which also includes Group financial targets) plays a significant roleDelivery in bonus determination, to ensure alignment with Barclays’ strategy

Deferred bonuses encourage long-term focus and retention. Delivery substantially or fullypart in shares with a holding period increases alignment with shareholders. Deferred bonuses are granted by the Committee (or an authorised sub-committee) at its discretion, subject to the relevant plan rulesencourage longer term focus and retention

  

Determination ofThe maximum annual bonus opportunity is 80% of Total fixed pay. For these purposes Total fixed pay is Fixed Pay plus Pension.

Individual bonuses are discretionary

The performance measures include financial and decisions are based on the Committee’s judgement of executive Directors’ performance in the year, measured against Groupnon-financial measures which also include risk-related measures and personal objectives. Financial measures will be at least 60% of the bonus opportunity. The Committee has discretion to vary the measures and their respective weighting within each category.

 

Delivery structure

Executive Directors are Code Staff and theirAnnual bonuses are therefore subject to deferral of at least the level applicable to all Code Staff, currently 40% (for bonuses of no more than £500,000) or 60% (for bonuses of more than £500,000). The Committee may choose to defer a greater proportion of any bonus awarded to an executive Director than the minimum required by the PRA Remuneration Code. At least half the non-deferred bonus is delivered in shares or share-linked instruments.

Deferred bonuses for executive Directors may be delivered inas a combination of cash and shares, a proportion of which may be deferred and/or other deferral instruments.subject to a holding period.

 

Participants may, atDeferral proportions and vesting profiles will be structured so that, in combination with any LTIP award, the Committee’s discretion, also receive the benefitproportion of any dividends paid between the award date and the relevant release date in the form of dividend shares.variable pay that is deferred is no less than that required by regulations.

 

OperationDividend equivalents are payable on vested deferred bonus shares. If dividend equivalents are not permissible under regulations, the number of risk and conduct adjustment and malus

Any bonusshares to be awarded will reflect appropriate reductions madebe determined using a share price discounted by reference to incentive pools in relation to risk events. Individual bonus decisions may also reflect appropriate reductions in relation to specific risk and conduct events.the expected dividend yield.

 

All unvestedA notional discount may be applied to deferred bonuses for the purposes of calculating the 2:1 cap to the extent permitted by regulations.

Awards are subject to malus provisions which enable the Committee to reduceduring the vesting levelperiod and clawback for a period of deferred bonuses (includingseven years (10 years in specific circumstances) from the date of award.

Details of performance measures are set out on page 67.

Shares issued are subject to nil) for any reason. These include, buta holding period of one year after vesting.

As dividend equivalents are not limited to:permissible under regulations, the number of shares to be awarded will be calculated using a share price discounted to reflect the absence of dividend equivalents during the vesting period.

58    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


 

Element and purposeOperationImplementation in 2018

¡  A participant deliberately misleading Barclays, the market and/or shareholders in relation to the financial performance of the Barclays GroupAnnual bonus

continued

¡  A participant causing harm to Barclays’ reputation or where his/her actions have amounted to misconduct, incompetence or negligence

¡  A material restatement of the financial statements of the Barclays Group or the Group or any business unit suffering a material down turn in its financial performance

¡  A material failure of risk management in the Barclays Group

¡  A significant deterioration in the financial health of the Barclays Group

Timing of receipt

Non-deferred cash components of any bonus are paid following the performance year to which they relate, normally in February.March. Non-deferred share bonuses are also awarded normally in March and are subject to a six-month holding period.period (after the payment of tax) in line with regulations.

 

Deferred share bonuses normallyare structured so that no deferred shares vest faster than permitted by regulations (currently in threefive equal portions over a minimum three-year period, subject totranches with the provisionsfirst vesting on or around the third anniversary of the plan rules including continued employmentgrant and the malus provisions (as explained above)last tranche vesting on or around the seventh anniversary of grant). Should the deferred awardsAny shares that vest the shares are subject to an additional six-month holding period (after payment of tax). in line with regulations.

 

 

The maximum annual bonus opportunity is 80% of fixed pay.

The performance measures by which any executive Director bonuses are assessed include Group, business and personal measures, both financial and non-financial. Financial measures may include, but are not restricted to such measures as net income, adjusted profit before tax, return on equity, CET1 ratio and return on risk weighted assets. Non-financial measures are based on the Balanced Scorecard. Personal objectives may include key initiatives relating to the role of the Director or in support of Barclays’ strategic objectives. The Balanced Scorecard may be updated from time to time in line with the Group’s strategy. In making its assessment of any bonus, the Committee will consider financial factors to guide 50% of the bonus opportunity, the Balanced Scorecard 35%, and personal objectives 15%. Any bonus is discretionary and any amount may be awarded from zero to the maximum value.

 

72  |


Governance: Remuneration report

Directors’ remuneration policy

Remuneration policy for executive Directors continued

Element and purpose

Operation

Maximum value and performance measures

  B.  Variable Pay continued

 

Long Term Incentive Plan

(LTIP) award

To reward execution of Barclays’ strategy and growth in shareholder value over a multi-year period

 

Long-term performance measurement, deferral and holding periods and the malus provisions discourage excessive risk-taking and inappropriate behaviours, encourage a long-term view and align executive Directors’ interests with those of shareholders

Performance measures balance incentivising management to deliver strong risk-adjusted financial returns,shareholders. Malus and delivery of strategic progress as measured by the Balanced Scorecard. Delivery in shares with a further two-year holding period increases alignment with shareholders

Determination of LTIP award

LTIP awards are made by the Committee following discussion of recommendations made by the Chairman (for the Group Chief Executive’s LTIP award)clawback provisions discourage excessive risk-taking and by the Group Chief Executive (for other executive Directors’ LTIP awards).

Delivery structure

LTIP awards are granted subject to the plan rules and are satisfied in Barclays’ shares (although they may be satisfied in other instruments as may be required by regulation).

For each award, performance measures are set at grant and there is no retesting allowed of those conditions. The Committee has, within the parameters set out opposite, the flexibility to vary the weighting of performance measures and calibration for each award prior to its grant.

The Committee has discretion, and in line with the plan rules approved by shareholders, in exceptional circumstances to amend targets, measures, or number of awards if an event happens (for example, a major transaction) that, in the opinion of the Committee, causes the original targets or measures to be no longer appropriate or such adjustment to be reasonable. The Committee also has the discretion to reduce the vesting of any award if it deems that the outcome is not consistent with performance delivered, including to zero.

Participants may, at the Committee’s discretion, also receive the benefit of any dividends paid between the award date and the relevant release date in the form of dividend equivalents (cash or securities).

Operation of risk adjustment and malus

The achievement of performance measures determines the extent to which LTIP awards will vest. Awards are also subject to malus provisions (as explained in the Annual bonus paragraphs above) which enable the Committee to reduce the vesting level of awards (including to nil).

Timing of receipt

Barclays LTIP awards have a five-year period in total from grant to when all restrictions are lifted. This will include a minimum three-year vesting period and an additional two-year holding period once vested (after payment of tax).

inappropriate behaviours

  

The maximum annual LTIP award is 120% of Total fixed pay. For these purposes Total fixed pay is Fixed Pay plus Pension.

 

Vesting is dependent onForward-looking performance measures and service.

Following determination of the financial measures applicable to an LTIP cycle, if the Committee is satisfied with the underlying financial health of the Barclays Group (based on profit before tax) it may, at its discretion, adjust the percentage of shares considered for release up or down by up to 10% (subject to the maximum % for the award calibrated against financial performance measures).

Performance measures will be based on financial performance (e.g. measured on return on risk weighted assets), risk metrics (e.g. measured by loan loss rate) and the Balanced Scorecard which also includes financialother long-term strategic measures. The Committee has discretion to change the weightings but financialFinancial measures will be at least 50% and the Balanced Scorecard will be a maximum of 30%. The threshold level of performance for each performance measure will be disclosed annually as part70% of the implementation of remuneration report.total opportunity. Straight line vesting applies between threshold and maximum for the financial measures with no more than 25% vesting at threshold performance.

LTIP awards are structured so that when combined with the annual bonus the proportion of variable pay that is deferred is no less than that required by regulations.

The Committee has discretion to vary the measures year on year and risk measures.their respective weighting within each category. The Committee also has discretion to amend targets, measures and the number of awards in exceptional circumstances and to reduce the vesting of any award, including to nil, if it deems that the outcome is not consistent with performance.

Dividend equivalents are payable on vested deferred shares. If dividend equivalents are not permissible under the regulations, the number of shares to be awarded will be determined using a share price discounted by reference to the expected dividend yield.

A notional discount may be applied to LTIP awards for the purposes of calculating the 2:1 cap to the extent permitted by regulations.

Awards are subject to malus during the vesting period and clawback for a period of seven years (10 years in specific circumstances) from the date of award.

No LTIP award vests before the third anniversary of grant and an award vests no faster than permitted by regulations (currently in five equal tranches with the first tranche vesting on or around the third anniversary of grant and the last tranche vesting on or around the seventh anniversary of the grant date). Any shares that vest are subject to an additional holding period (after payment of tax) in line with regulations.

 

Details of performance measures and targets for awards to be made in 2018 (in respect of 2017) are set out on page 65.

For awards to be made in respect of 2018, the measures and targets will be determined at the end of 2018 for the performance period commencing on 1 January 2019.

On vesting, the award is subject to a holding period of one year.

As dividend equivalents are not permissible under regulations, the number of shares to be awarded will be calculated using a share price discounted to reflect the absence of dividend equivalents during the vesting period.

  

|  73


Remuneration policy for executive Directors continued

Element and purpose

OperationMaximum value and performance measures

  C.  Other

All employee share plans

To provide an opportunity for Directors to voluntarily invest in the Company

Executive Directors are entitled to participate in:

(i)     Barclays Sharesave under which they can make monthly savings over a period of three or five years linked to the grant of an option over Barclays’ shares which can be at a discount of up to 20% on the share price set at the start.

(ii)    Barclays Sharepurchase under which they can make contributions (monthly or lump sum) out of pre-tax pay (if based in the United Kingdom) which are used to acquire Barclays’ shares.

(i)     Savings between £5 and the maximum set by Barclays (which will be no more than the HMRC maximum) per month. There are no performance measures.

(ii)    Contributions of between £10 and the maximum set by Barclays (which will be no more than the HMRC maximum) per tax year which Barclays may match up to HMRC maximum (current match is £600). There are no performance measures.

Previous LTIP awards

Antony Jenkins currently holds unvested LTIP awards under the LTIP for the performance periods 2012-2014 and 2013-2015. The only differences between the operation of these awards and the future policy above are the performance measures and that the earlier 2012-2014 award only has a holding period of one year and this only applies to 50% of shares that are released (after payment of tax).

A summary of the performance measures that apply to the LTIP awards for 2012-2014 and 2013-2015 can be found in the Annual Report on Directors’ remuneration.

Previous buy out awards

Tushar Morzaria currently holds an unvested buy-out award under the Barclays Joiners Share Value Plan which was granted to him in respect of awards he forfeited as a result of accepting employment at Barclays. This award was made in line with the Barclays’ recruitment policy.

The award was no more generous than and mirrored as far as possible the expected value and timing of vesting of the forfeited awards granted by JP Morgan.

Shareholding requirement

To further enhance the alignment of shareholders’ and executive Directors’ interests in long-term value creation

  

Executive Directors must build up a shareholding of 400%200% of salary overTotal fixed pay (i.e. Fixed Pay plus Pension) within five years from the later of: (i) the introduction of the new requirement in 2013; and (ii) the date of appointment as executive Director. They have a reasonable period to build up to this requirement again if it is not met because of a share price fall.

 

Shares that count towards the requirement are beneficially owned shares including any vested share awards subject onlyExecutive Directors must also continue to holding periods (including vested LTIPs, vested deferred share bonuses and RBP shares). Shares from unvested deferred share bonuses and unvested LTIPs do not count towards the requirement.hold a shareholding of 100% of Total fixed pay (or pro-rata thereof) for two years post-termination.

 

 

No change from 2017.

Barclays’ shares worth a minimum of 400%

(Equivalent to 457% of salary must be held within five years.

Outside appointments

To encourage self-development and allow for the introduction of external insight and practice

Group Chief Executive Directors may accept one board appointment in another listed company.

Chairman’s approval must be sought before accepting appointment. Fees may be retained byunder the executive Director. None of the executive Directors currently hold an outside appointment.previous DRP.)

 

Not applicable.

74  |


Governance: Remuneration report

Directors’ remuneration policy

Notes to the table on pages 71 to 74:

Performance measures and targets

The Committee selected the relevant financial and risk based performance measures because theyExecutive Directors are key to the bank’s strategy and are important measures used by the executive Directors to oversee the direction of the business. The Balanced Scorecard has been selected as it demonstrates the performance and progress of Barclays in the journey of becoming the ‘Go-To’ bank as measured across the following dimensions (5Cs): Customers & Clients, Colleagues, Citizenship, Conduct and Company. Each of the 5Cs in the Balanced Scorecard will have equal weighting. All targets are set to be stretching but achievable and aligned to enhancing shareholder value.

The Committee is of the opinion that the performance targets for the annual bonus and Balanced Scorecard element of the LTIP are commercially sensitive in respect of the Company and that it would be detrimental to the interests of the Company to disclose them before the start of the relevant performance period. The performance against those measures will be disclosed after the end of the relevant financial year in that year’s remuneration report subject to the sensitivity no longer remaining.

Differences between the remuneration policy of the executive Directors and the policy for all employees of the Barclays Group

The structure of total remuneration packages for executive Directors and for the broader employee population is similar. Employees receive salary, pension and benefits and are eligible to be considered for a bonus andalso entitled to participate in all employee share plans. The broader employee population typically does not have a contractual limitplans, for example Barclays Sharesave and Barclays Sharepurchase, on the quantum of their remuneration and does not receive RBP which is paid only to some, but notsame basis as all Code Staff. Executive Director RBP is determined on a similar basis to other Code Staff.

The Committee approaches any salary increases for executive Directors by benchmarking against market data for named banks. Incremental annual salary increases remain more common among employees at less senior levels.

As with executive Directors, bonuses for the broader employee population are performance based. Bonuses for executive Directors and the broader employee population are subject to deferral requirements. Executive Directors and other Code Staff are subject to deferral at a minimum rate of 40% (for bonuses of no more than £500,000) or 60% (for bonuses of more than £500,000) but the Committee may choose to operate higher deferral rates. For non-Code Staff, bonuses in excess of £65,000 are subject to a graduated level of deferral. The terms of deferred bonus awards for executive Directors and the wider employee population are broadly the same, in particular the vesting of all deferred bonuses (subject to service and malus conditions).

The broader employee population is not eligible to participate in the Barclays LTIP.

How shareholder views and broader employee pay are taken into account by the Committee in setting policy and making remuneration decisions

We recognise that remuneration is an area of particular interest to shareholders and that in setting and considering changes to remuneration it is critical that we listen to and take into account their views. Accordingly, a series of meetings are held each year with major shareholders and shareholder representative groups (including the Association of British Insurers, National Association of Pension Funds and ISS). The Committee Chairman attends these meetings, accompanied by senior Barclays’ employees (including the Reward and Performance Director and the Company Secretary). The Committee notes that shareholder views on some matters are not always unanimous, but values the insight and engagement that these interactions and the expression of sometimes different views provide. This engagement is meaningful and helpful to the Committee in its work and contributes directly to the decisions made by the Committee.

The Committee takes account of the pay and employment conditions of the broader employee base when it considers the remuneration of the executive Directors. The Committee receives and reviews analysis of remuneration proposals for employees across all of the Group’s businesses. This includes analysis by corporate grade and by performance rating and information on proposed bonuses and salary increases across the employee population and individual proposals for Code Staff and highly paid individuals. When the Committee considers executive Director remuneration, it therefore makes that consideration in the context of a detailed understanding of remuneration for the broader employee population and uses the all employee data to compare remuneration and ensure consistency throughout the Group. Employees are not consulted directly on the Directors’ remuneration policy.

employees.

 

  |  75Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    59


Governance: Remuneration report

Executive Directors’ remuneration policy on recruitment

Element of remunerationCommentaryMaximum value

Salary

Determined by market conditions, market practice and ability to recruit.

For a newly appointed executive Director, whether through external recruitment or internal promotion, if their salary is at a level below the desired market level, the Committee retains the discretion to realign their salary over a transitional period which may mean that annualised salary increases for the new appointee are higher than that set out in the salary section of the remuneration policy.

In line with policy.

Role Based Pay

Determined by role, market practice and ability to recruit. Percentage may decrease or increase in certain circumstances subject to maximum value.

100% of salary.

Benefits

In line with policy.

In line with policy.

Pension

In line with policy.

33% of salary (Group Chief Executive), 25% of salary (Group Finance Director) and 25% if another executive Director is appointed.

Annual Bonus

In line with policy.

80% of fixed pay.

Long Term Incentive Plan

In line with policy.

120% of fixed pay.

Buy out

The Committee can consider buying out forfeited bonus opportunity 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 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.

As required by the PRA Remuneration Code, any award made to compensate for forfeited remuneration from the new executive Director’s previous employment may not be more generous than, and must mirror as far as possible the expected value, timing and form of delivery, the terms of the forfeited remuneration and must be in the best long-term interests of Barclays. Barclays deferral policy shall however apply as a minimum to any buy out of annual bonus opportunity.

Where a senior executive is promoted to the Board, his or her existing contractual commitments agreed prior to his or her appointment may 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.

76  |  


Governance: Remuneration report

Directors’ remuneration policy

    

    

Executive Directors’

Remuneration policy on payment for loss of office (including 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 long-term incentive plans in which the executive Director participates.summary – non-executive Directors

 

Standard provision

PolicyDetails

Notice periods in executive Directors’ service contracts

Element and purpose
  

12 months’ notice from the Company.

6 months’ notice from the executive Director.

Operation
 

Executive Directors may be required to work during the notice period or may be placed on garden leave or if not required to work the full notice period may be provided with pay in lieu of notice (subject to mitigation where relevant).

Implementation In 2018

Pay during notice period or payment in lieu of notice per service contracts12 months’ salary payable and continuation of pension and other contractual benefits while an employee.

Payable in phased instalments (or lump sum) and subject to mitigation if paid in instalments and executive Director obtains alternative employment during the notice period or while on garden leave.

In the event of termination for gross misconduct neither notice nor payment in lieu of notice is given.

Treatment of Role Based PayCeases to be payable from the executive Director’s termination date. Therefore, RBP will be paid during any notice period and/ or garden leave, but not where Barclays elects to make a payment in lieu of notice (unless otherwise required by local law).

Shares to be delivered on the next quarterly delivery date shall be pro rated for the number of days from the start of the relevant quarter to the termination date. Where Barclays elects to terminate the employment with immediate effect by making a payment in lieu of notice, the executive Director will not receive any shares that would otherwise have accrued during the period for which the payment in lieu is made (unless required otherwise by local law).

Treatment of annual bonus on termination

No automatic entitlement to bonus on termination, but may be considered at the Committee’s discretion and subject to performance measures being met and pro rated for service. No bonus would be payable in the case of gross misconduct or resignation.

Treatment of unvested deferred bonus awards

Outstanding deferred bonus awards would lapse if the executive Director leaves by reason of resignation or termination for gross misconduct. However in the case of death or if the Director is an ‘eligible leaver’ defined as leaving due to injury, disability or ill health, retirement, redundancy, the business or company which employs the executive Director ceasing to be part of the Group or in circumstances where Barclays terminates the employment (other than in cases of cause or gross misconduct), he or she would continue to be eligible to be considered for unvested portions of deferred awards, subject to the rules of the relevant plan unless the Committee determines otherwise in exceptional circumstances. Deferred awards are subject to malus provisions which enable the Committee to reduce the vesting level of deferred bonuses (including to nil).

In the event of a takeover or other major corporate event, the Committee has absolute discretion to determine whether all outstanding awards would vest early or whether they should continue in the same or revised form following the change of control. The Committee may also determine that participants may exchange existing awards for awards over shares in an acquiring company with the agreement of that company.

In an eligible leaver situation, deferred bonus awards may be considered for release in full on the scheduled release date unless the Committee determines otherwise in exceptional circumstances. After release, the awards may be subject to an additional holding period of six months.

  |  77


Executive Directors’ policy on payment for loss of office (including a takeover) continued

Standard provision

PolicyDetails

Treatment of unvested awards under the LTIP

Outstanding unvested awards under the LTIP would lapse if the executive Director leaves by reason of resignation or termination for gross misconduct. However, in line with the plan rules approved by shareholders, in the case of death or if the Director is an ‘eligible leaver’ defined as leaving due to injury, disability or ill health, retirement, redundancy, the business or company which employs the executive Director ceasing to be part of the Group (or for any other reason if the Committee decides at its discretion), he or she would continue to be entitled to be considered for an award. Awards are also subject to malus provisions which enable the Committee to reduce the vesting level of awards (including to nil).

In the event of a takeover or other major corporate event (but excluding an internal reorganisation of the Group), the Committee has absolute discretion to determine whether all outstanding awards vest subject to the achievement of any performance conditions. The Committee has discretion to apply a pro rata reduction to reflect the unexpired part of the vesting period. The Committee may also determine that participants may exchange awards for awards over shares in an acquiring company with the agreement of that company. In the event of an internal reorganisation, the Committee may determine that outstanding awards will be exchanged for equivalent awards in another company.

In an eligible leaver situation, awards may be considered for release on the scheduled release date, pro rated for time and performance, subject to the Committee’s discretion to determine otherwise in exceptional circumstances. After release, the shares (net of deductions for tax) are subject to an additional holding period of two years.

Repatriation

Except in a case of gross misconduct or resignation, where a Director has been relocated at the commencement of employment, the Company may pay for the Director’s repatriation costs in line with Barclays’ general employee mobility policy including temporary accommodation, payment of removal costs and relocation flights. The company will pay the executive Director’s tax on the relocation costs but will not tax equalise and will also not pay tax on his or her other income relating to the termination of employment.

Other

Except in a case of gross misconduct or resignation, the Company may pay for the executive Director’s legal fees and tax advice relating to the termination of employment and provide outplacement services. The Company may pay the executive Director’s tax on these particular costs.

78  |


Remuneration report

Directors’ remuneration policy

Remuneration policy for non-executive Directors

Element and purpose

Operation

Fees

Reflect individual responsibilities and membership of Board Committees and are set to attract non-executive Directors who have relevant skills and experience to oversee the implementation of our strategy

 

Fees are set at a level which reflects the role, responsibilities and time commitment which are expected from the Chairman, Deputy Chairman and non-executive Directors

  

The Chairman and Deputy Chairman are paid an all-inclusive fee for all Board responsibilities. The Chairman has a minimum time commitment equivalent to at least 80% of a full-time role. The other non-executive Directors receive a basic Board fee, with additional fees payable where individuals serve as a member or Chairman of a Committee of the Board.

 

Fees are reviewed each year by the Board as a whole against those for non-executive Directorswhole. Other than in companies of similar scale and complexity. Fees wereexceptional circumstances, fees will not increase by more than 20% above the current fee levels during this policy period (basic fees last increased in May 2011.2011).

 

The first £30,000£30,000 (Chairman: first £100,000) after tax and national insurance contributions per annum of each non-executive Director’s basic fee is used to purchase Barclays’ shares which are retained on the non-executive Director’s behalf until they retire from the Board.

 

Some non-executive Directors may also receive fees as directors of subsidiary companies of Barclays PLC.

 

Benefits

For Chairman only

 

No change from 2017.
Benefits

The Chairman is provided with private medical cover subject to the terms of the BarclaysBarclays’ scheme rules from time to time, and is provided with the use of a Company vehicle and driver when required for business purposes.

 

Benefits which are minor in nature and do not exceed a cost of £500 may be provided to non-executive Directors in specific circumstances.

No otherchange from 2017.
Expenses

The Chairman and non-executive Director receives any benefits from Barclays. Non-executive Directors are not eligible to join Barclays’ pension plans.reimbursed for any reasonable and appropriate expenses incurred for business reasons. Any tax that arises on these reimbursed expenses is paid by Barclays.

 

No change from 2017.

Service contracts and letters of appointment

All executive Directors have a service contract whereas all non-executive Directors have a letter of appointment. Copies of the service contracts and letters of appointment are available for inspection at the Company’s registered office. The dates of the current Directors’ service contracts and letters of appointment are shown in the table below.

Effective date
Chairman
John McFarlane1 January 2015 (non-executive Director), 24 April 2015 (Chairman)
Executive Directors
Jes Staley1 December 2015
Tushar Morzaria15 October 2013
Non-executive Directors
Mike Ashley18 September 2013
Tim Breedon1 November 2012
Sir Ian Cheshire3 April 2017
Mary Francis1 October 2016
Crawford Gillies1 May 2014
Sir Gerry Grimstone1 January 2016
Reuben Jeffery III16 July 2009
Matthew Lester1 September 2017
Dambisa Moyo1 May 2010
Diane Schueneman25 June 2015
Mike Turner1 January 2018

 

60    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Governance: Remuneration report

Annual report on Directors’ remuneration

 

Bonus and share plans

Non-executive Directors are not eligible to participate in Barclays cash, share or long-term incentive plans.This section explains how our Directors’ remuneration policy was implemented during 2017.

 

Notice and termination provisions

Each non-executive Director’s appointment is for an initial six year term, renewable for a single term of three years thereafter and subject to annual re-election by shareholders.

Notice period:

Chairman: 12 months from the Company (six months from the Chairman). Non-executive Directors: six months from the Company (six months from the Non-executive Director).

Termination payment policy

The Chairman’s appointment may be terminated by Barclays on 12 months’ notice or immediately in which case 12 months’ fees and contractual benefits 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. There are similar termination provisions for non-executive Directors based on six months’ fees. No continuing payments of fees (or benefits) are due if a non-executive Director is not re-elected by shareholders at the Barclays Annual General Meeting.

 

In accordanceExecutive Directors

Executive Directors: Single total figure for 2017 remuneration

The following table shows a single total figure for 2017 remuneration in respect of qualifying service for each executive Director together with comparative figures for 2016.

                                                                                                                                                
    Fixed Paya   Taxable benefits   Annual bonus   LTIP   Pension   Total 
   £000   £000   £000   £000   £000   £000 
    2017   2016   2017   2016   2017   2016   2017   2016   2017   2016   2017   2016 
Jes Staleyb   2,350    2,350    62    169    1,065    1,318            396    396    3,873    4,233 
Tushar Morzariac   1,614    1,550    44    44    747    854    882    1,008    200    200    3,487    3,656 

Notes

a The 2016 figures for Fixed Pay relate to Salary and RBP.

b Jes Staley’s 2016 benefits figure includes relocation expenses.

c Tushar Morzaria’s Fixed Pay increased to £1,650,000 with effect from 10 May 2017.

Additional information in respect of each element of pay for the policy table above, any new Chairmanexecutive Directors

Fixed Pay

Fixed Pay was introduced for 2017, replacing Salary and Deputy Chairman would be paidRBP, and is delivered 50% in cash and 50% in shares (subject to a 5 year holding period lifting pro-rata).

Taxable benefits

Taxable benefits include private medical cover, life and ill health income protection, tax advice, relocation, car allowance, the use of a Company vehicle and driver when required for business purposes and other benefits that are considered minor in nature.

Annual bonus

Annual bonuses are typically awarded in Q1 following the financial year to which they relate. The Committee considered the executive Directors’ performance against the financial (60% weighting) and strategic/non-financial (20% weighting) performance measures which had been set to reflect company priorities for 2017. Performance against their individual personal objectives (20% weighting) was assessed on an all-inclusive fee onlyindividual basis.

2017 annual bonus outcomes

Financial (60% weighting)

The approach taken to assessing financial performance against each of the financial measures was based on a straight-line outcome between 25% for threshold performance and any new non-executive Director would be paid100% applicable to each measure for achievement of maximum performance.

The formulaic outcome from 2017 performance against the financial measures set at the beginning of the year gave a basic fee for their appointment as a Director, plus fees for their participation on and/or chairingtotal of any Board committees, time apportioned22.5% out of 60% being payable attributable to those measures. A summary of the assessment is provided in the first year as necessary. No sign-on payments are offered to non-executive Directors.

Discretion

In addition to the various operational discretions that the Committee can exercise in the performance of its duties (including those discretions set out in the Company’s share plans), the Committee reserves the right to make either minor or administrative amendments to the policy to benefit its operation or to make more material amendments in order to comply with new laws, regulations and/or regulatory guidance. The Committee would only exercise this right if it believed it was in the best interests of the Company to do so and where it is not possible, practicable or proportionate to seek or await shareholder approval in General Meeting.following table.

 

                                                                                
Financial performance measure  Weighting   

Threshold

25%

   

Maximum

100%

   

2017

Actual

   

2017

Outcome

 
Profit before tax (excluding material items)   22.5%    £5.10bn    £6.20bn    £4.24bn    0% 
CET1 ratio   22.5%    12.6%    13.0%    13.3%    22.5% 
Cost: income ratio (excluding material items)   15.0%    67.0%    63.0%    70.0%    0% 
Total Financial   60%                   22.5% 

 

 |  79



Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-FGovernance    61

Barclays’ implementation of the Salz Review recommendations

LOGO

The Board commissioned a review of Barclays’ business practices in July 2012, led by Sir Anthony Salz. Barclays is on a transformational journey at the end of which all of the 34 recommendations published in April 2013 will be implemented in full. To date, we have made material progress and believe that implementation can now be moved from project stage into business as usual, where change can be further embedded, sustained and observed.

In this update, we have not individually summarised progress against each of the recommendations, but rather addressed them in groups by theme. Please refer to previous annual updates for details of past actions taken.

1

Setting high standards and transparently monitoring progress

(recommendations 1, 2, 3, 5, 34)

Since launching the Values and Behaviours in 2013, we have focused on embedding them into our key processes, including training, recruitment, performance management and leadership development. We have also implemented on-going surveys to measure progress. The new standards are embedded in individual performance reviews and linked to compensation (see page 46 for further details). Overall performance across the Group as a whole is managed through the Balanced Scorecard.

In the spirit of openness, we also externally publish progress against our Group Balanced Scorecard including customer complaints (see Barclays.com/complaints). We have continued our efforts to improve direct shareholder interaction and we regularly ask external stakeholders such as our regulators for feedback. Encouragingly, Barclays has received data indicating some improvement over the last two years, for example, from the periodic survey of global opinion-makers conducted for us by YouGov where scores on ‘Barclays operates openly and transparently’ have improved 5%.

2

Enhancing the Board for greater effectiveness

(recommendations 7, 8, 9, 10, 11, 12, 13, 14, 15, 27)

We have completed all recommended actions associated with our Board. Most, such as new Board committees for risk oversight, are now well established. For example, we continue to ensure c.50% of our non-executive Directors (NEDs) have financial services experience, whilst we also seek diversity to ensure effective challenge of management performance. Eleven of our NEDs continue to sit on more than one Board committee, in order to ensure smooth cross coordination. In addition, measures have been taken and the associated processes sustained, to ensure that the Board receives timely, high quality materials and input in support of its discussion and oversight function.

Å  For further detail, see the Governance section, notably page 30for the results of our annual Board effectiveness review where progress against the Salz recommendations will be monitored going forward.

3

A new culture and set of values

(recommendations 4, 6, 19, 30)

We remain firmly committed to the Values introduced in January 2013, with 92% of permanent new joiners either attending or on track to attend the ‘Being Barclays’ induction course within 90 days of joining. All candidates for both hiring and promotion are also now evaluated against our Values as well as their competence. Our latest employee opinion survey showed an improvement from 2012 to 2014 in the number of colleagues who feel able to report unethical behaviour regardless of consequences.

Any material cultural change takes time to embed and cannot be demonstrated conclusively 24 months into the journey. Although we have established firm foundations, we will continue to closely monitor how well programmes and initiatives to further accelerate culture change are being embedded. We will also refine and enhance, where appropriate, to ensure effective outcomes and sustained cultural change.

4Cultivating stronger, values-driven, appropriately incentivised staff(recommendations 16, 17, 18, 20, 21, 22, 23, 24, 25, 26)

Barclays took early action to address concerns around incentives and compensation; for example, incentive policies for UK retail sales employees were updated in December 2013 to abolish product-sales incentives. We continue to align incentives to non-financial performance measures, including risk and behaviour related indicators, whilst non-financial rewards for outstanding examples of values-based behaviour have been deployed globally.

Å  Our current Remuneration Policy can be found on pages 49 to 50.

5

Risk culture, framework and control functions

(recommendations 28, 29, 31, 32, 33)

Barclays published our Enterprise Risk Management Framework in December 2013 and conducted our annual refresh of it in Q4 2014. It continues to be embedded more deeply into the businesses and functions, with progress evaluated by Barclays Internal Audit. For example, Strategic Risk Assessments were integrated into each cluster’s 2014 Risk Reviews as part of the annual financial planning cycle. Incidents were subject to the systematic ‘lessons learnt’ process that has been introduced throughout the Group in late 2014 to ensure that we continue to understand and address root causes of issues, as well as apply those insights more broadly. Details on our ‘lessons learnt’ approach and other changes to the risk culture at Barclays can be found on page 340-351.

Key activities will continue to be refined and rolled out into 2015.

|  81


Risk review

Contents

Governance: Remuneration report

Annual report on Directors’ remuneration

    

The management of risk plays a central role in the execution of Barclays’ strategy and insight into the level of risk across businesses and portfolios and the material risks and uncertainties the Group face are key areas of management focus.

Strategic (20% weighting)

Progress in relation to each of the strategic measures, organised around three main categories, was assessed by the Committee. The Committee used the following scale in relation to each measure: 0% to 1% firmly below performance expectations, 1.5% to 3% slightly below performance expectations, 3.5% to 5.5% meeting or slightly exceeding performance expectations, and 6% to 7% clearly above performance expectations. Based on this approach to assessing performance against 2017 Group Performance Measurement Framework milestones, the Committee agreed a 13% outcome out of a maximum of 20%. The assessment is provided in the following table.

 

 

  Measure

2017

Outcome

Customer and Client

 We have continued to make progress with our customer and client agenda. However, complaints remain an ongoing area of focus for management and the Board

3.0%

 Barclays Relationship Net Promoter Score (NPS) ended the year with an improved score of +14 (2016: +10) while Barclaycard UK Relationship NPS remained relatively flat (2017: +9). Barclaycard International business also continued to perform well on Relationship NPS

  

 Underlying UK complaint volumes (Barclays UK, excluding PPI) reduced 13% year on year, however, there has been a small increase in PPI complaints (up 2% year on year) driven largely by the FCA deadline announcement. Barclays UK complaint volumes, including PPI, were down 7% year on year. Barclays International complaints reduced by 19% year on year. Complaints reduction remains a priority across the Group, and despite improvements in 2017, Barclays has more work to do, as can be seen from our position in the H1 2017 FCA complaints tables in the UK

 The number of customers and clients in the UK using our digital services on a regular basis has increased to over 10 million customers (2016: nearly 9.5m)

 In our home markets of the UK and US, our CIB ranked 6th place by fee share across M&A, equity and debt capital markets and syndicated loan transactions (2016: 5th); and we were highly encouraged by the 1st place CIB ranking in the UK (Dealogic).

Colleague

 Overall this has been a year of progress on increasing the diversity of our workforce and in building an inclusive and engaged culture

4.5%

 Employee sustainable engagement improved by 3% year on year to 78%, with the majority of key survey question results recording improvements and the rest remaining stable

 We remain focused on improving our gender diversity. We have made a 1% improvement in the percentage of female Managing Directors and Directors to 23% (on a like for like basis excluding Africa). Recognising the importance of strengthening our talent pipeline, we also have an ambition for 50% female graduate hires and have ended 2017 at 40%

 External recognition includes: Stonewall recognising Barclays as one of 12 Top Global Employers; the Human Rights Campaign awarding Barclays 100% on their corporate equality index; Working Families UK recognising Barclays as one of the top 10 Employers for Working Families in 2017; and Barclays was acknowledged as a Top 50 Employer through the Social Mobility Employer Index in 2017.

Citizenship

 This has been a very positive year in the Citizenship space, with further progress in many areas

 We helped upskill over 2.1 million people (2016 1.7 million), driven by a range of regional employability partnerships and our flagship LifeSkills programme in the UK

5.5%

 Barclays delivered £31.7bn in financing for selected social and environmental segments (2016: £30.5bn)

 We helped empower around 205,000 people (2016: 249,000) through initiatives such as: Barclaycard Initial for those with a limited credit history; our Digital Eagles network, comprised of specially trained Barclays’ employees working to provide free technology support to customers and non-customers; and the continued development of learning platforms

 We reduced carbon emissions by 26.1% against the 2015 baseline, making good progress against our target of 30% reduction by 2018

 We also achieved 89% (2016: 88%) on-time payment by value to our suppliers, ahead of our target of 85%, and published an updated Statement on Modern Slavery.

13% out of 20%

Further details on the Group Performance Measurement Framework can be found on pages 15 to 22.

62    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Individual outcomes including assessment of personal objectives

Performance against each of the executive Directors’ individual personal objectives (20% weighting overall) was assessed by the Committee on an individual basis.

(i) Jes Staley

A summary of the assessment for Jes Staley against his specific performance measures is provided in the following table.

Performance measure      Weighting   

2017 

        Outcome 

Financial  See table on page 61  60%   22.5% 
Strategic  See table on page 104  20%   13.0% 
Personal objectives  Judgemental assessment – see below  20%   13.0% 
Total     100%   48.5% 
Final outcome approved by the Remuneration Committee     48.5% 

The Committee assessed Jes Staley’s performance against his 2017 personal objectives (as set out on page 126 of the 2016 Annual Report). In relation to the joint personal objectives, the Committee has taken account of delivery against financial commitments including achieving the end state target range for the CET1 ratio as well as improvements to our cost: income ratio, while recognising that there is still some way to go in getting returns where management, the Board and our investors expect them to be. The Committee has also recognised the early closure of Non-Core and successful reintegration of remaining assets/businesses into Core as well as the achievement of the accounting deconsolidation and proportional regulatory consolidation of BAGL. It noted that the Structural Reform programme has been well executed, with the launch of the Group Service Company achieved. The Committee noted the significant work that has taken place in planning following the EU referendum outcome. Risk and control have also continued to be managed effectively, with further progress in resolving legacy conduct and litigation matters.

In relation to his individual objectives, the Committee recognises that Jes Staley has made continued progress towards ensuring a high performing culture in line with our Values, and employee engagement has been strengthened in 2017. Barclays has made improvements in some customer and client metrics such as a reduction in customer complaints, while noting the need for further improvement. Succession planning for senior roles has been improved, and continued progress made in improving the percentage of women in senior leadership roles (5th consecutive year increasing the percentage of female Managing Directors and Directors). Finally, significant improvements have been made to the Group's control environment, with a focus on operations and technology infrastructure, particularly through the establishment of the Group Service Company.

While recognising the strong strategic delivery, given some of the remaining challenges, particularly around returns, the Committee judged that 13% of a maximum of 20% attributable to individual objectives was appropriate.

In aggregate, the performance assessment for Jes Staley resulted in an overall formulaic outcome of 48.5% of maximum bonus opportunity being achieved. The Committee considered the outcome and agreed that a 2017 annual bonus of £1,065,000 (48.5% of maximum) was appropriate, of which 62.4% is deferred under the Share Value Plan in line with the Group-wide deferral structure.

(ii) Tushar Morzaria

A summary of the assessment for Tushar Morzaria against his specific performance measures is provided in the following table.

Performance measure      Weighting   

2017 

Outcome 

Financial  See table on page 61  60%   22.5% 
Strategic  See table on page 104  20%   13.0% 
Personal objectives  Judgemental assessment – see below  20%   15.0% 
Total     100%   50.5% 
Final outcome approved by the Remuneration Committee     50.5% 

The Committee assessed Tushar Morzaria’s performance against his 2017 personal objectives (as set out on page 126 of the 2016 Annual Report). In relation to the joint personal objectives, the Committee recognised Tushar Morzaria's contribution to the financial outcomes, including achieving the end state target range for the CET1 ratio as well as improvements to our cost: income ratio. The Committee also recognised that Tushar Morzaria had been instrumental in the execution of the strategy including the closure of Non-Core, the accounting deconsolidation and proportional regulatory consolidation of BAGL and the Structural Reform programme in the UK. He has also made significant contributions to Barclays' planning in response to the EU referendum outcome and plays a key leadership role in managing risk and control as well as settling legacy conduct and litigation issues.

In relation to his individual objectives, the Committee recognises that he is extremely well respected by both internal and external stakeholders including the Board, regulators, stakeholders, investors and colleagues across the organisation, effectively managing external relationships and the reputation of the Group. He has also continued to strengthen his team within Finance and has exemplified the Values expected by the Board - he is tireless in his commitment to the organisation and defines the notion of partnership. Given his strong personal performance during 2017, the Committee judged that 15% of a maximum 20% attributable to individual objectives was appropriate.

In aggregate, the performance assessment for Tushar Morzaria resulted in an overall formulaic outcome of 50.5% of maximum bonus opportunity being achieved. The Committee considered the outcome and agreed that a 2017 annual bonus of £747,000 (50.5% of maximum) was appropriate, of which 46.5% is deferred under the Share Value Plan in line with the Group-wide deferral structure.

In line with the DRP, and due to the regulations prohibiting dividend equivalents being paid on unvested deferred share awards, the number of shares awarded to each executive Director under the Share Value Plan will be calculated using a share price at the date of award, discounted to reflect the absence of dividend equivalents during the vesting period. The valuation will be aligned to IFRS 2, with the market expectations of dividends during the deferral period being assessed by an independent adviser. These shares will vest in five equal tranches from the third to seventh anniversary (subject to the rules of the Share Value Plan as amended from time to time). All shares (whether deferred or not) are subject to a further one year holding period from the point of release. 2017 bonuses are subject to clawback provisions and, additionally, unvested deferred 2017 bonuses are subject to malus provisions which enable the Committee to reduce the vesting level of deferred bonuses (including to nil).

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    63


Governance: Remuneration report

Annual report on Directors’ remuneration

LTIP

The LTIP amount included in Tushar Morzaria’s 2017 single total figure is the value of the amount scheduled to be released in relation to the LTIP award granted in 2015 in respect of performance period 2015-2017 (by reference to Q4 2017 average share price). As Jes Staley was not a participant in this cycle, the LTIP figure in the single figure table is zero for him. Release is dependent on, among other things, performance over the period from 1 January 2015 to 31 December 2017 with straight-line vesting applied between the threshold and maximum points. The performance achieved against the performance targets is as follows:

Performance measure Weighting             Threshold  Maximum vesting  Actual % of award vesting
Net generated equitya 30%    7.5% of award vests for Net generated equity of £1,363m  Net generated equity of £1,844m  £3,427m 30.0%
Core return on risk weighted assets (RoRWA) excluding own credit 20%    5% of award vests for average annual Core RoRWA of 1.34%  Average annual Core RoRWA of 1.81%  0.68% 0.0%
Non-Core drag on return on equity (RoE) excluding material items 10%    2.5% of award vests for Non-Core drag on RoE of -4.02%  Non-Core drag on RoE of -2.97%  -3.85% 3.7%
Loan loss rate 10%    2.5% of award vests for average annual loan loss rate of 70bps  Average annual loss rate of 55bps or below  54bps 10.0%
Balanced Scorecard 30%    Performance against the Balanced Scorecard was assessed by the Committee to determine the percentage of the award that may vest between 0% and 30%. Each of the 5Cs in the Balanced Scorecard has equal weighting.  See below 9.0%
Total              52.7%

Note

a Net generated equity is a metric which converts changes in the CET1 ratio into an absolute capital equivalent measure. The measure is expressed as an average over the period.

A summary of the Committee’s assessment against the Balanced Scorecard performance measure over the three year performance period is provided below.

Category Weighting                Performance Vesting out of maximum
6% for each ‘C’
Customer and Client     6%   

 Barclays UK Relationship NPS ended the year with a score +14, with improvement also seen in Barclaycard UK Relationship NPS (c.+2). However, performance against peers remained 4th throughout the period, below our 2018 target of 1st

 

 Client Franchise Rank remained stable at 5th throughout the period. While this is a positive result given our shift in strategy to focus more narrowly on geographies and businesses of strength in the Investment Bank, we are not on track to achieve the 2018 target of Top 3.

 1%
Colleague 6%   

 Continued improvement of +1% per year in the female representation across senior leadership roles (on a like for like basis excluding Africa) to 23% at the end of 2017

 

 Colleague engagement improved from 74% in 2014 to 75% in 2015 and 2016 and to 78% in 2017. However engagement remains significantly below our 2018 targets.

 2%
Citizenship 6%   

 Met or exceeded 10/11 initiatives in 2015 and 6/6 Shared Growth Ambition goals in 2016 and 2017. Of particular note:

 

    –  Financing to social and environmental segments rising to £31.7bn in 2017

 

    –  Global carbon emissions decreased 26.1% against the 2015 baseline

 

    –  Supplier payment on time exceeded target of 85% throughout the period.

 4%
Conduct 6%   

 Conduct reputation, as measured by the YouGov survey, has remained at 5.4 over the period and below our 2018 target of 6.5.

 0%
Company 6%  

 Significant strengthening in the CET1 ratio over the period, with the CET1 ratio now within our end-state target range

 2%
   

 However, returns excluding material items (both RoE and RoTE) were below target through much of the period

 
      

 Cost: income ratio improved but still below long term target.

  
Total 30%     9%

The LTIP award is also subject to a discretionary underpin whereby the Committee must be satisfied with the underlying financial health of the Group. The Committee was satisfied that this underpin was met, and accordingly determined that the award should be considered for release at 52.7% of the maximum number of shares under the total award. The shares are scheduled to be released in March 2018. After release, the shares are subject to an additional two year holding period.

Pension

Executive Directors are paid cash in lieu of pension contributions. The cash allowance in 2017 was £396,000 for Jes Staley and £200,000 for Tushar Morzaria. No other benefits were received by the executive Directors from any Barclays’ pension plans.

64    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Executive Directors: other LTIP awards

The Directors’ remuneration reporting regulations require inclusion in the single total figure of only the value of the LTIP awards whose last year of performance ends in the relevant financial year and whose vesting outcome is known. For 2017, this is the award to Tushar Morzaria under the 2015-2017 LTIP cycle and further details are set out on page 64. This section sets out other LTIP cycles in which the executive Directors participate, the outcome of which remains dependent on future performance.

LTIP awards to be granted during 2018

The Committee decided to make an award under the 2018-2020 LTIP cycle to Jes Staley and Tushar Morzaria (based on their performance in 2017) with a face value at grant of 120% of their respective Total fixed pay at 31 December 2017.

The 2018-2020 LTIP award will be subject to the following forward-looking performance measures.

Performance measureWeighting        ThresholdMaximum vesting
Average Return on tangible equity (RoTE) excluding50%

10% of award vests for average RoTE of 7.75%

(based on an assumed CET1 ratio of c.13%)

Average RoTE of 10.25%
material items

Vesting of this element will depend on CET1 levels during the performance period:

  If CET1 goes below the mandatory distribution restrictions (MDR) hurdlea in any year of the period, no part of the RoTE element will vest

  If CET1 goes below the MDR hurdle +150bps but remains above the hurdle during the period, the Committee will exercise its discretion to determine what portion of the RoTE element should vest, based on the causes of the CET1 reduction.

Average cost: income ratio excluding material items20%

4% of award vests for average cost: income

ratio of 62.5%

Average cost: income ratio of 58%
Risk Scorecard15%The Risk Scorecard captures a range of risks and is aligned with the annual incentive risk alignment framework reviewed with the regulators. The current framework measures performance against three broad categories - Capital and Liquidity, Control Environment and Conduct - using a combination of quantitative and qualitative metrics. The framework may be updated from time to time in line with the Group’s risk strategy. Specific targets within each of the categories are deemed to be commercially sensitive. Retrospective disclosure will be made in the 2020 Remuneration report, subject to commercial sensitivity no longer remaining.
Strategic/Non-financial15%

The evaluation will focus on key performance measures from the Group Performance Measurement Framework, with a detailed retrospective narrative on progress throughout the period against each category. Performance against the Strategic/Non-financial measures will be assessed by the Committee to determine the percentage of the award that may vest between 0% and 15%. The measures are organised around three main categories: Customer and Client, Colleague and Citizenship. Each of the three main categories has equal weighting. Measures will likely include, but will not be limited to, the following:

  Customer and Client: NPS for consumer businesses, client rankings and market shares for the CIB, complaints performance and volume of lending provided to customers and clients.

  Colleague: Diversity and Inclusion statistics (including women in senior leadership), Employee sustainable engagement survey scores and conduct and culture measures.

  Citizenship: Delivery against our Shared Growth Ambition, Colleague engagement in Citizenship activities and external benchmarks and surveys.

Note

a The CET1 ratio underpin in 2018 will reference the expected end-state MDR hurdle, currently expected to be 11.4%.

Straight-line vesting applies between the threshold and maximum points in respect of the financial measures.

The award is subject to a discretionary underpin by which the Committee must be satisfied with the underlying financial health of the Group.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    65


Governance: Remuneration report

Annual report on Directors’ remuneration

Outstanding LTIP awards

(i) LTIP awards granted during 2016

The performance measures for the awards made under the 2016-2018 LTIP cycle are as follows:

Performance measureWeighting        ThresholdMaximum vesting
Return on tangible equity25%6.25% of award vests for average RoTEAverage RoTE of 10.0%
(RoTE) excluding materialof 7.5%
itemsCET1 ratio must remain at or above an acceptable level for any of this element to vest. The threshold will be reviewed and set annually based on market conditions and regulatory requirements (11.3% on 31 December 2018)
CET1 ratio as at 31 December 201825%6.25% of award vests for CET1 ratio of 11.6%CET1 ratio of 12.7%
Cost: income ratio excluding20%5% of award vests for average cost: incomeAverage cost: income ratio of 58%
material itemsratio of 66%
Risk Scorecard15%Performance against the Risk Scorecard is assessed by the Committee, with input from the Group Risk function, Board Risk Committee and Board Reputation Committee as appropriate, to determine the percentage of the award that may vest between 0% and 15%. Since its introduction in 2016, the Risk Scorecard has been aligned by the Committee to the annual incentive risk alignment framework reviewed with the regulators. Following this alignment, the current framework measures performance against three broad categories – Capital and Liquidity, Control Environment and Conduct – using a combination of quantitative and qualitative metrics. Specific targets within each of the categories are deemed to be commercially sensitive. Retrospective disclosure of performance will be made in the 2018 Remuneration report subject to commercial sensitivity no longer remaining.
Balanced Scorecard15%Performance against the Balanced Scorecard is assessed by the Committee to determine the percentage of the award that may vest between 0% and 15%. Each of the 5Cs in the Balanced Scorecard has equal weighting. Assessment will be made against progress towards the 2018 targets.

Straight-line vesting applies between the threshold and maximum points in respect of the financial measures.

The award is subject to a discretionary underpin by which the Committee must be satisfied with the underlying financial health of the Group.

(ii) LTIP awards granted during 2017

An award was made to Jes Staley and Tushar Morzaria on 23 June 2017 under the 2017-2019 LTIP cycle at a share price on the date of grant of £1.9545, in accordance with our DRP. This is the price used to calculate the face value below.

    % of
Total fixed pay
   Number
        of shares
   

      Face value

at grant

         Performance
period
 
Jes Staley   120%    1,685,955    3,295,200    2017-2019 
Tushar Morzaria   120%    1,074,443    2,100,000    2017-2019 

The performance measures for the 2017-2019 LTIP awards are as follows:

Performance measureWeighting        ThresholdMaximum vesting

Return on tangible equity

(RoTE) excluding material

25%

6.25% of award vests for average

RoTE excluding material items of 7.5%

Average RoTE excluding material items of 9.5%
itemsCET1 ratio must remain at or above an acceptable level for any of this element to vest. The threshold will be reviewed and set annually based on market conditions and regulatory requirements (11.3% on 31 December 2018)
CET1 ratio as at 31 December 201925%

6.25% of award vests for CET1 ratio 100 basis

points above the MDR hurdle

CET1 ratio 200 basis points above the MDR hurdle
Cost: income ratio excluding20%5% of award vests for average cost:Average cost: income ratio of 58%
material itemsincome ratio of 63%
Risk Scorecard15%The Risk Scorecard captures a range of risks and is aligned with the annual incentive risk alignment framework reviewed with the regulators. The current framework measures performance against three broad categories – Capital and Liquidity, Control Environment and Conduct – using a combination of quantitative and qualitative metrics. The framework may be updated from time to time in line with the Group’s risk strategy. Specific targets within each of the categories are deemed to be commercially sensitive. Retrospective disclosure will be made in the 2019 Remuneration report.
Strategic/Non-Financial15%

The evaluation will focus on key performance measures from the Group Performance Measurement Framework, with a detailed retrospective narrative on progress throughout the period against each category. Performance against the Strategic/Non-financial measures will be assessed by the Committee to determine the percentage of the award that may vest between 0% and 15%. The measures are organised around three main categories: Customer and Client, Colleague and Citizenship. Each of the three main categories has equal weighting. Measures will likely include, but will not be limited to, the following:

  Customer and Client: NPS for consumer businesses, Client rankings and market shares for the Corporate and Investment Bank, complaints performance and volume of lending provided to customers and clients.

  Colleague: Diversity and Inclusion statistics (including women in senior leadership), Employee sustainable engagement survey scores and conduct and culture measures.

  Citizenship: Delivery against our Shared Growth Ambition, Colleague engagement in Citizenship activities and external benchmarks and surveys.

66    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Straight-line vesting applies between the threshold and maximum points in respect of the financial measures.

The award is subject to a discretionary underpin by which the Committee must be satisfied with the underlying financial health of the Group.

Executive Directors: Statement of implementation of remuneration policy in 2018

The executive Directors’ package for 2018 can be summarised as follows. Further details can be found on pages 58 to 59.

Jes StaleyTushar MorzariaComments
Fixed Pay£2,350,000£1,650,000No change from 2017.
Pension£396,000£200,000No change from 2017.
Maximum Bonus80% of Total fixed paya80% of Total fixed payaTotal variable opportunity unchanged.
Maximum LTIP120% of Total fixed paya120% of Total fixed payaBonus and LTIP combined for regulatory        
deferral purposes.

Note

a Total fixed pay is defined as Fixed Pay plus Pension.

2018 Annual bonus performance measures

Performance measures with appropriately stretching targets have been selected to cover a range of financial and non-financial goals that support the key strategic objectives of the Company. The performance measures and weightings are shown below.

Financial (60% weighting)Proffit before tax excluding material items (40% weighting)
Payout of this element will depend on the CET1 ratio during the performance year:

A performance target range

has been set for each financial

measure.

If CET1 goes below the expected end-state MDR hurdlea during the year, no part of this element will pay out
If CET1 goes below the end-state MDR hurdle + 150bps but remains above the hurdle during the period, the Committee will exercise its discretion to determine what portion of this element should pay out, based on the causes of the CET1 reduction
Cost: income ratio excluding material items (20% weighting).

Strategic/Non-financial (20%

weighting)

The evaluation will focus on key performance measures from the Group Performance Measurement Framework, with a detailed retrospective narrative on progress during the year against each category. Performance against the Strategic/Non-financial measures will be assessed by the Committee to determine the percentage of the award that may vest between 0% and 20%. The measures are organised around three main categories: Customer and Client, Colleague and Citizenship. Each of the three main categories has equal weighting.
Measures will likely include, but will not be limited to, the following:
Customer and Client: NPS for consumer businesses, Client rankings and market shares for the Corporate and Investment Bank, complaints performance and volume of lending provided to customers and clients
Colleague: Diversity and Inclusion statistics (including women in senior leadership), Employee sustainable engagement survey scores and conduct and culture measures
Citizenship: Delivery against our Shared Growth Ambition, Colleague engagement in Citizenship activities and external benchmarks and surveys.
Personal (20% weighting)The executive Directors have the following joint personal objectives for 2018:
deliver on 2018 financial goals such that we remain on track to achieve our returns targets
seek opportunities for further cost savings and optimise the capital allocation within the Group
complete the Structural Reform programme successfully, ensuring the UK ring-fenced bank is fully operational
finalise the implementation plan for an effective Brexit outcome
continue to drive strategic initiatives to enhance growth in shareholder value in the medium term
manage risk and control effectively and make continued progress in resolving outstanding conduct matters.
In addition, individual personal objectives for 2018 are as follows:
Jes Staley:
continue to strengthen the Bank’s cyber readiness, operational and financial controls
further improve customer and client satisfaction, with a particular focus on reducing the number of overall complaints
as part of the ongoing succession planning for Group and Business Unit/Functional Executive Committees, continue the focus on improving the percentage of women in senior leader positions.
Tushar Morzaria:
continue to strengthen team performance (especially following the creation of the Group Service Company), talent base and employee engagement in Group Finance, Tax and Treasury
demonstrate effective management of external relationships and reputation.

Note

a The end-state MDR hurdle is currently expected to be 11.4%.

Detailed calibration of the Financial targets is commercially sensitive and it is not appropriate to disclose this information externally on a prospective basis. Disclosure of achievement will be made in the 2018 Annual Report subject to the targets no longer being commercially sensitive. The Committee may exercise its discretion to amend the formulaic outcome of assessment against the targets. Any exercise of discretion will be disclosed and explained.

Illustrative scenarios for executive Directors’ remuneration

The charts below show the potential value of the current executive Directors’ 2018 total remuneration in three scenarios: ‘Minimum’ (i.e. Fixed Pay, Pension and benefits), ‘Maximum’ (i.e. Fixed Pay, Pension, benefits and the maximum variable pay that may be awarded) and ‘Mid-point’ (i.e. Fixed Pay, Pension, benefits and 50% of the maximum variable pay that may be awarded). For the purposes of these charts, the value of benefits is based on an estimated annual value for 2018. The scenarios do not reflect share price movement between award and vesting.

A significant proportion of the potential remuneration of the executive Directors is variable and is therefore performance-related. It is also subject to deferral, additional holding periods, malus and clawback.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    67


Governance: Remuneration report

Annual report on Directors’ remuneration

LOGO

In the above illustrative scenarios, benefits include regular contractual benefits. Additional ad hoc benefits may arise, for example, overseas relocation of executive Directors, but will always be provided in line with the DRP.

Performance graph and table

The performance graph below illustrates the performance of Barclays over the financial years from 2009 to 2017 in terms of total shareholder return compared with that of the companies comprising the FTSE 100 index. The index has been selected because it represents a cross-section of leading UK companies.

LOGO

In addition, the table below provides a summary of the total remuneration of the relevant Group Chief Executive over the same period as the above graph. For the purpose of calculating the value of the remuneration of the Group Chief Executive, data has been collated on a basis consistent with the ‘single figure’ methodology.

The table also provides pay ratios of the Group Chief Executive’s total remuneration to average remuneration for UK employees and the Group Executive Committee (Group ExCo) respectively.

Year  2009   2010   2011  2012      2013  2014      2015      2016  2017 
Group Chief Executive   
John
Varley
 
 
   
John
Varley
 
 
   
Bob
Diamond
 
 
  
Bob
Diamond
 
a 
  
Antony
Jenkins
 
b 
  
Antony
Jenkins
 
 
  
Antony
Jenkins
 
 
  

Antony

Jenkins

 

b 

  

John

McFarlane

 

c 

  
Jes
Staley
 
d 
  
Jes
Staley
 
 
  
Jes
Staley
 
 
Group Chief Executive single figure of total remuneration £000s   2,050    4,567    11,070e   1,892   529   1,602   5,467f   3,399   305   277   4,233   3,873 
Annual bonus against maximum opportunity %   0%    100%    80%   0%   0%   0%   57%   48%   N/A   N/A   60%   48.5% 
Long-term incentive vesting against maximum opportunity %   50%    16%    N/Ag   0%   N/Ag   N/Ag   30%   39%   N/Ag   N/Ag   N/Ag   N/Ag 
Ratio of single figure of total remuneration to:               
UK employee median   75 x    165 x    391 x   84 x    54 x   175 x    126 x    137 x   119 x 
UK employee mean   39 x    86 x    204 x   44 x       29 x   94 x       69 x       73 x   65 x 
Ratio of single figure of total remuneration to:               
Group ExCo median   0.5 x    1.0 x    2.4 x   1.2 x    0.4 x   2.2 x    1.6 x    1.1 x   1.0 x 
Group ExCo mean   0.3 x    0.5 x    1.3 x   0.8 x       0.4 x   2.0 x       1.3 x       1.1 x   0.7 x 

Notes

aBob Diamond left the Board on 3 July 2012.
bAntony Jenkins became Group Chief Executive on 30 August 2012 and left the Board on 16 July 2015.
cJohn McFarlane was Executive Chairman from 17 July 2015 to 30 November 2015. His fees, which remained unchanged, have been pro-rated for his time in the position. He was not eligible to receive a bonus or LTIP.
dJes Staley became Group Chief Executive on 1 December 2015.
eThis figure includes £5,745k tax equalisation as set out in the 2011 Remuneration report. Bob Diamond was tax equalised on tax above the UK rate where that could not be offset by a double tax treaty.
fAntony Jenkins’ 2014 pay is higher than in earlier years since he declined a bonus in 2012 and 2013 and did not have LTIP vesting in those years.
gNot a participant in a long-term incentive award which vested in the period.

As we focus on our fair pay agenda, we are publishing our CEO pay ratios two years in advance of the disclosure becoming a statutory requirement. The pay ratios compare amounts disclosed in the single total figure table for the Group Chief Executive to (a) the median and mean annual total compensation of all UK employees, and (b) the median and mean annual total compensation of the Group ExCo. Where there was more than one Group Chief Executive in a given year (2012 and 2015), the pay ratio references the sum of the Group Chief Executive single total figure for that year.

68    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


It is worth noting that the ratios can be volatile. This is a result of a number of factors, including the tenure of our Group Chief Executives and the variation in LTIP payouts (in some years, the Group Chief Executive may not be a participant in a vesting LTIP). Our current Group Chief Executive’s Fixed Pay is fixed for the duration of the current DRP, his 2017 bonus has reduced from 2016 and he has no LTIP vesting this year. This contrasts with the outcome for more junior populations where average fixed pay and average bonuses have increased between 2016 and 2017.

Percentage change in Group Chief Executive’s remuneration

The table below shows how the percentage change in the Group Chief Executive’s salary, benefits and bonus between 2016 and 2017 compared with the percentage change in the average of each of those components of pay for UK based employees.

    Fixed Pay                Benefits         Annual bonus 
Group Chief Executive   0%    -63.3%    -19.2% 
Average based on UK employeesa   3.3%    0.6%    1.2% 

Note

a Certain populations were excluded to enable a meaningful like for like comparison.

We have chosen UK based employees as the comparator group as it is the most representative for pay structure comparisons.

Relative importance of spend on pay

A year on year comparison of Group compensation costs and distributions to shareholders is shown below.

LOGO

Total remuneration of the employees in the Barclays Group

The table below shows the number of employees in the Barclays Group as at 31 December 2016 and 2017 in bands by reference to total remuneration. Total remuneration comprises salary, RBP, other allowances, bonus and the value at award of LTIP awards.

Total remuneration of the employees in the Barclays Group

    Number of employees 
                   2017                       2016                       2016 
Remuneration band       Constant
currency
   Actual 
£0 to £25,000   31,406    33,434    33,989 
£25,001 to £50,000   24,280    23,081    22,927 
£50,001 to £100,000   17,604    16,942    17,063 
£100,001 to £250,000   9,818    9,453    9,098 
£250,001 to £500,000   2,113    2,183    2,093 
£500,001 to £1,000,000   811    829    771 
£1,000,001 to £2,000,000   262    273    264 
£2,000,001 to £3,000,000   70    65    61 
£3,000,001 to £4,000,000   21    26    21 
£4,000,001 to £5,000,000   5    7    7 
£5,000,001 to £6,000,000   7    9    9 
Above £6,000,000   4    3    2 

Barclays is a global business. Of those employees earning above £1m in total remuneration for 2017 in the table above, 61% are based in the US, 32% in the UK, and 7% in the rest of the world.

The number of employees paid above £1m is down year on year on a constant currency basis (369 in 2017 vs. 383 in 2016).

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    69


Governance: Remuneration report

Annual report on Directors’ remuneration

Chairman and non-executive Directors

Remuneration for non-executive Directors reflects their responsibilities and time commitment and the level of fees paid to non-executive Directors of comparable major UK companies.

Chairman and non-executive Directors: Single total figure for 2017 fees

      Fees     Benefits     Total 
      2017
                £000
     2016
                £000
     2017
                £000
     2016
                £000
     2017
                £000
     2016
                £000
 
Chairman                        
John McFarlane     800      800      2      1      802      801 
Non-executive Directors                        
Mike Ashley     215      207                  215      207 
Tim Breedon     225      220                  225      220 
Sir Ian Cheshirea     360                        360       
Mary Francisb     135      29                  135      29 
Crawford Gillies     195      195                  195      195 
Sir Gerry Grimstonec     375      250                  375      250 
Reuben Jeffery III     120      120                  120      120 
Matthew Lesterd     45                        45       
Dambisa Moyo     135      135                  135      135 
Diane de Saint Victore     38      118                  38      118 
Diane Schuenemanfg     308      232                  308      232 
Steve Thiekefh     87      221                  87      221 
Wendy Lucas-Bulli           64                        64 
Frits van Paasschenj           35                        35 
Total     3,038      2,626      2      1      3,040      2,627 

Non-executive Directors are reimbursed expenses that are incurred for business reasons. Any tax that arises on these reimbursed expenses is paid by Barclays.

The Chairman is provided with private medical cover and the use of a Company vehicle and driver when required for business purposes.

Notes

aSir Ian Cheshire joined the Board as a non-executive Director and the Barclays UK Board as Chairman with effect from 3 April 2017. The 2017 figure includes fees of £300,000 for his role on the Barclays UK Board.
bMary Francis joined the Board as a non-executive Director with effect from 1 October 2016.
cSir Gerry Grimstone joined the Board as a non-executive Director from 1 January 2016 succeeding Sir Michael Rake as Senior Independent Director and Deputy Chairman. He was appointed Chairman of the Barclays International Divisional Board on 1 August 2017. His Board Deputy Chairman fees were reduced to £150,000 with effect from this appointment. The 2017 figure includes fees of £167,000 for his role on the Barclays International Divisional Board.
dMatthew Lester joined the Board as a non-executive Director with effect from 1 September 2017.
eDiane de Saint Victor retired from the Board with effect from 10 May 2017.
fDiane Schueneman and Steve Thieke both served in 2016 on the US Governance Review Board and subsequently the board of the US intermediate holding company on its formation. The 2016 figures include fees of $138,000 and $150,000 respectively for their roles on the US Governance Review Board and the board of the US intermediate holding company. In 2016, Steve Thieke also waived fees of $63,000. The 2017 figures include fees of $170,000 and $63,000 respectively for their role on the board of the US intermediate holding company. In 2017, Steve Thieke also waived fees of $34,000.
gDiane Schuneneman was appointed Chair of the Group Service Company Board on 1 September 2017. The 2017 figure includes fees of £41,000 for her role on the Group Service Company Board.
hSteve Thieke retired from the Board with effect from 10 May 2017.
iWendy Lucas-Bull retired from the Board with effect from 1 March 2016. 2016 figures include fees received by Wendy Lucas-Bull for her role as Chairman of BAGL.
jFrits van Paasschen retired from the Board with effect from 28 April 2016.

Chairman and non-executive Directors: Statement of implementation of remuneration policy in 2018

2018 fees, subject to annual review in line with policy, for the Chairman and non-executive Directors are shown below.

    1 January 2018
£000
   1 January 2017
£000
 
Chairmana   800    800 
Deputy Chairmanb   250    250 
Board memberc   80    80 
Additional responsibilities    
Senior Independent Director   30    30 
Chairman of Board Audit or Board Remuneration Committee   70    70 
Chairman of Board Risk Committee   70    70 
Chairman of Board Reputation Committee   50    50 
Membership of Board Audit or Board Remuneration Committee   30    30 
Membership of Board Reputation or Board Risk Committee   25    25 
Membership of Board Nominations Committee   15    15 

Notes

aThe Chairman does not receive any other additional responsibility fees in addition to the Chairman fees.
bThe Deputy Chairman does not receive any additional fees in respect of being a member or Chairman of Board Committees or for his role as Senior Independent Director. The current Deputy Chairman’s fees have been reduced to £150,000 with effect from his appointment as Chairman of the Barclays International Divisional Board.
cThe basic Board member fee payable to non-executive Directors was last increased in May 2011.

70    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Payments to former Directors

Former Group Finance Director: Chris Lucas

In 2017, Chris Lucas continued to be eligible to receive life assurance cover, private medical cover and payments under the Executive Income Protection Plan (EIPP). Full details of his eligibility under the EIPP were disclosed in the 2013 Directors’ Remuneration report. Chris Lucas did not receive any other payment or benefit in 2017.

Directors’ shareholdings and share interests

Executive Directors’ shareholdings and share interests

The chart below shows the value of Barclays’ shares held beneficially by Jes Staley and Tushar Morzaria as at 19 February 2018 that count towards the shareholding requirement of, as a minimum, Barclays’ shares worth 200% of Total fixed pay (i.e. Fixed Pay plus Pension). The current executive Directors have five years from their respective date of appointment to meet this requirement. At close of business on 19 February 2018, the market value of Barclays’ ordinary shares was £2.01.

Jes Staley (£000)Tushar Morzaria (£000)
Requirement£5,492Requirement£3,700
Actual£9,132 Actual£4,354 

Interests in Barclays PLC shares

The table below shows shares owned beneficially by all the Directors and shares over which executive Directors hold awards which are subject to either deferral terms and/or performance measures. The shares shown below that are subject to performance measures are the maximum number of shares that may be released.

         Unvested   Total as at      
    Owned outright   Subject to
performance
measures
   Not subject to
performance
measures
   

31 December

2017 (or date

of retirement

from the Board,

if earlier)

   

Total as at

19 February

2018

 
Executive Directors          
Jes Staley   4,543,088    3,172,878    492,782    8,208,748    8,208,748 
Tushar Morzaria   2,166,204    1,685,955    398,406    4,250,565    4,250,565 
Chairman          
John McFarlane   72,043            72,043    72,043 
Non-executive Directors          
Mike Ashley   73,517            73,517    73,517 
Tim Breedon   37,124            37,124    37,124 
Sir Ian Cheshirea   82,851            82,851    82,851 
Mary Francis   14,099            14,099    14,099 
Crawford Gillies   77,796            77,796    77,796 
Sir Gerry Grimstone   110,972            110,972    110,972 
Reuben Jeffery III   211,189            211,189    211,189 
Matthew Lesterb   10,000            10,000    10,000 
Dambisa Moyo   59,036            59,036    59,036 
Diane de Saint Victorc   42,823            42,823     
Diane Schueneman   27,255            27,255    27,255 
Steve Thieked   59,724            59,724     
Mike Turnere                    

Notes

aSir Ian Cheshire joined the Board as a non-executive Director with effect from 3 April 2017.
bMatthew Lester joined the Board as a non-executive Director with effect from 1 September 2017.
cDiane de Saint Victor retired from the Board as a non-executive Director with effect from 10 May 2017.
dSteve Thieke retired from the Board as a non-executive Director with effect from 10 May 2017.
eMike Turner joined the Board as a non-executive Director with effect from 1 January 2018.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    71


Governance: Remuneration report

Annual report on Directors’ remuneration

Barclays Board Remuneration Committee

The Board Remuneration Committee is responsible for overseeing Barclays’ remuneration as described in more detail below.

Terms of Reference

The role of the Committee is to:

set the overarching principles and parameters of remuneration policy across the Group

consider and approve the remuneration arrangements of (i) the Chairman, (ii) the executive Directors, (iii) members of the Barclays Group Executive Committee and any other senior executives specified by the Committee from time to time, and (iv) all other Group employees whose total annual compensation exceeds an amount determined by the Committee from time to time (currently £2m)

exercise oversight for remuneration issues.

The Committee considers all aspects of the design and operation of remuneration policy to ensure a coherent approach is taken in respect of all employees. In discharging this responsibility the Committee seeks to ensure that the policy assesses, among other things, the impact of pay arrangements on culture and all elements of risk management. The Committee also approves incentive pools for all major businesses and functions, reviews the design and provision of retirement benefits, and considers and approves measures designed to promote the alignment of the interests of shareholders and employees. The Committee and its members work as necessary with other Board Committees, and is authorised to select and appoint its own advisers as required.

The Terms of Reference can be found at home.barclays/corporategovernance or from the Company Secretary on request.

Chairman and members

The Chairman and members of the Committee are as follows:

Crawford Gillies, Committee member since 1 May 2014 and Chairman since 24 April 2015

Tim Breedon, Committee member since 1 December 2012

Mary Francis, Committee member since 1 November 2016

Dambisa Moyo, Committee member since 1 September 2015.

All current members are considered independent by the Board.

Remuneration Committee attendance in 2017

Meetings attended/eligible to attend
Crawford Gillies7/7
Tim Breedon7/7
Mary Francis7/7
Dambisa Moyo7/7

The performance of the Committee is reviewed each year as part of the Board Effectiveness Review. The results of the January 2018 review were positive and concluded that the Committee is composed of the right level of experience and skills. Full details of the Board Effectiveness Review can be found on page 36.

Advisers to the Remuneration Committee

Between February 2016 and September 2017, the Board Remuneration Committee did not engage an independent adviser.

PricewaterhouseCoopers (PwC) was appointed as the independent adviser to the Committee in October 2017. Prior to the appointment of KPMG as auditors on 31 March 2017 (and formally approved at the 2017 AGM in May 2017), PwC was the Group’s external auditor. The Committee is satisfied that the advice provided by PwC to the Committee is independent and objective. PwC is a signatory to the voluntary UK Code of Conduct for executive remuneration consultants.

Throughout 2017, Willis Towers Watson continued to provide the Committee with market data on compensation when considering incentive levels and remuneration packages.

PwC and Willis Towers Watson were paid £78,000 in aggregate (excluding VAT) in fees for their advice to the Committee in 2017 relating to the executive Directors (either exclusively or along with other employees within the Committee’s Terms of Reference).

In addition to advising the Committee, PwC provided unrelated consulting advice to the Group in respect of corporate taxation, climate-related financial disclosures, data strategy, technology consulting and internal audit.

In the course of its deliberations, the Committee also considers the views of the Group Chief Executive, the Group Human Resources Director and the Group Reward and Performance Director. The Group Finance Director and the Chief Risk Officer provide regular updates on Group and business financial performance and risk profile respectively.

No Barclays’ employee or Director participates in discussions with, or decisions of, the Committee relating to his or her own remuneration. No other advisers provided services to the Committee in the year.

72    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Remuneration Committee activities in 2017

The following provides a summary of the Committee’s activities during 2017 and at the January and February 2018 meetings at which 2017 remuneration decisions were finalised.

MeetingFixed and variable pay issuesGovernance, risk and other mattersa
January 2017

◾   

2016 incentive funding proposals including risk adjustments

◾   

2016 bonus proposals for senior executives

◾   

Barclays deferral approach
February 2017

◾   

Approved executive Directors’ and senior executives’ 2017 fixed pay

◾   

Approved 2016 Remuneration report

◾   

Review of Committee effectiveness

◾   

Approved 2017 executive Directors’ annual bonus performance measures

◾   

Group fixed pay budgets for 2017

◾   

Approved final 2016 incentive funding including risk adjustments

◾   

Approved proposals for executive Directors’ and senior executives’ 2016 bonuses and 2017-2019 LTIP awards for executive Directors 

April 2017

 

 

◾   

Consideration of whistleblowing event

May 2017

◾   

Non-executive Directors’ fees for subsidiary boards

July 2017

◾   

Incentive funding approach

◾   

Structural Reform update

◾   

2017 ex ante risk adjustment methodology

◾   

Gender Pay Gap reporting

◾   

Annual all employee share plans update

◾   

Non-executive Directors’ fees for subsidiary boards

October 2017

◾   

2017 incentive funding projections including risk adjustments

◾   

US benefits arrangements

◾   

Annual review of Group Chairman’s remuneration

◾   

BAGL – approach for 2017 pay round

December 2017

◾   

Initial considerations on executive Directors’ and senior executives’ 2017 bonuses and 2018 fixed pay and bonus approach

◾   

Review of Committee activity, Terms of Reference and Control Framework

◾   

2018 LTIP performance measures

◾   

2017 incentive funding proposals including risk adjustments

◾   

Approved changes to deferral plans

January 2018

◾   

2017 incentive funding proposals including risk adjustments

◾   

Non-executive Directors’ fees for subsidiary boards

◾   

2017 bonus proposals for senior executives

February 2018

◾   

Approved executive Directors’ and senior executives’ 2018 fixed pay

◾   

Approved 2017 Remuneration report

◾   

Review of Committee effectiveness

◾   

Approved 2018 executive Directors’ annual bonus performance measures

◾   

Group fixed pay budgets for 2018

◾   

Approved final 2017 incentive funding including risk adjustments

◾   

Approved proposals for executive Directors’ and senior executives’ 2017 bonuses and 2018-2020 LTIP awards for executive Directors

Note

aThe Committee is also provided with updates at each scheduled meeting on: regulatory and stakeholder matters, Finance and Risk, Remuneration Review Panel meetings, operation of the Committee’s Control Framework on hiring, retention and termination, headcount and employee attrition, and extant LTIP performance.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    73


Governance: Remuneration report

Statement of shareholder voting at Annual General Meeting

The table below shows the voting result in respect of our remuneration arrangements at the AGM held on 10 May 2017:

   

For

% of

votes cast
Number

   

Against

% of

votes cast
Number

   Withheld
Number
 
Advisory vote on the 2016 Remuneration report   97.22%    2.78%   
    11,879,285,601    339,664,546    152,439,545 
Binding vote on the Directors’ remuneration policy   97.91%    2.09%   
    12,062,616,141    257,416,828    51,369,054 

At the AGM held on 24 April 2014, shareholders of Barclays PLC voted 96.02% (10,364,453,159 votes) for the resolution in respect of a fixed to variable remuneration ratio of 1:2 for ‘Remuneration Code Staff’ (now known as MRTs). On 14 December 2017, the Board of Barclays PLC as shareholder of Barclays Bank PLC approved the resolution that Barclays Bank PLC and any of its current and future subsidiaries be authorised to apply a ratio of the fixed to variable components of total remuneration that exceeds 1:1, provided the ratio does not exceed 1:2.

74    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Contents

The management of risk is a critical underpinning to the

execution of Barclays’ strategy. The material risks and

uncertainties the Group faces across its business and

portfolios are key areas of management focus.

LOGO

For a more detailed breakdown of our Risk Management approach please see pages 301 to 361.

Risk managementAnnual Report
Overview of Barclays’ approach to risk

   Enterprise Risk Management Framework (ERMF)

77
management. A detailed overview together

   Principal Risks

77
with more specific information on policies

   Risk Appetite for the Principal Risks

77
that the Group determines to be of particular

   Roles and responsibilities in the management of risk

77
significance in the current operating

   Barclays’ Risk Culture

78
environment can be found in Barclays PLC
Pillar 3 Report 2017 or at Barclays.com.
Material existing and emerging risks  

Insight into the level of risk across our business and portfolios, the material existing

and emerging risks and uncertainties we face

and the key areas of management focus.

  

¡   Business conditions, general economyMaterial existing and geopolitical issuesemerging risks potentially impacting more than one Principal Risk

  8579
  

¡   UK political and policy environmentCredit risk

  8581
  

¡   ModelMarket risk

  8581
  

¡   CreditTreasury and capital risk

  85

¡  Market risk

87

¡  Funding risk

87

¡  Operational risk

88

¡  Conduct risk

91

Risk management

Overview of Barclays’ approach to risk management.

¡  Risk management strategy

93

¡  Governance structure

93

¡  Risk governance and assigning responsibilities

95

¡  Principal risks

96

¡  Credit risk management

97

¡  Market risk management

99

¡  Capital risk management

101

¡  Liquidity risk management

10382
  

¡   Operational risk management

  10482
  

¡   ConductModel risk management

  10683
  

¡   Conduct risk

83

   Reputation risk

84

   Legal risk and legal, competition and regulatory matters

84
Principal Risk management
Barclays’ approach to risk management for

   Credit risk management

85
each Principal Risk with focus on

   Management of credit risk mitigation techniques and counterparty credit risk

326
organisation and structure and roles and

   Market risk management

87
responsibilities.

   Management of securitisation exposures

338

   Treasury and capital risk management

88

   Operational risk management

90

   Model risk management

92

   Conduct risk management

93

   Reputation risk management

  

94

108

   Legal risk management

  

95

Risk performance    

 

Credit risk:

The risk of suffering financial loss shouldto the Group’s customers, clients or market counterparties fail to fulfil their contractual obligations.

firm from
  

¡   Credit risk overview and summary of performance

  11297
the failure of clients, customers or  

¡   Analysis of the balance sheet

97

counterparties, including sovereigns, to fully honour their obligations to the firm, including

the whole and timely payment of principal,

interest, collateral and other receivables.

   The Group’s maximum exposure and collateral and other credit enhancementenhancements held

  11298
  

¡  Analysis of the balance sheet

112

¡   The Group’s approach to managemanagement and representrepresentation of credit quality

  115100
  

¡   Analysis of the concentration of credit risk

102

   Loans and advances to customers and banks

  117105
  

¡  Analysis of the concentration of credit risk

118

¡  Exposures to Eurozone countries

119

¡   Analysis of specific portfolios and asset types

  136

¡  Analysis of loans on concession programmes

136106
  

¡   Analysis of problem loans

  140109
  

¡   Impairment

114

   Analysis of debt securities

115
   142

   Analysis of derivatives

  115

Market risk:

The risk of a reduction to earnings or capital due to volatility of the trading book positions or an inability to hedge the banking book balance sheet.

loss arising from
�� 

¡   Market risk overview and measures in the Groupsummary of performance

  144118
potential adverse changes in the value of the  

¡   Balance sheet view of trading and banking books

  145119
firm’s assets and liabilities from fluctuation in  

¡   Traded marketMarket risk

  145120
market variables including, but not limited to,  

¡  Business scenario stresses

148

¡   Review of regulatory measures

  148121

¡  Non-traded market risk

149

¡  Foreigninterest rates, foreign exchange, risk

150

¡  Pension risk review

151

¡  Insurance risk review

152

Funding risk – Capital:

The risk that the Group is unable to maintain appropriate capital ratios.

¡  Capital risk overview

154

¡  CRD IV capital

155

¡  Leverage ratio requirements

158

¡  Economic capital

159

Our Pillar 3 report published on March 3, 2015 contains additional information on our capital position and risk management. Readers may access our complete Pillar 3 report at barclays.com/annual report. The Pillar 3 report is not incorporated by reference into, and is not a part of, the 2014 20-F.

82  |  Barclays PLCequity prices, commodity prices, credit spreads, implied volatilities and Barclays Bank PLC 2014 Annual Report on Form 20-F


Risk review

Contents

Annual Report

Risk performance continued

Funding risk – Liquidity:

The risk that the firm, although solvent, either does not have sufficient financial resources available to enable it to meet its obligations as they fall due, or can secure such resources only at excessive cost.

¡  Liquidity risk overview

161

¡  Liquidity risk stress testing

161

¡  Liquidity pool

164

¡  Funding structure and funding relationships

165

¡  Wholesale funding

166

¡  Term financing

168

¡  Encumbrance

168

¡  Credit ratings

172

¡  Liquidity management at BAGL Group

173

¡  Contractual maturity of financial assets and liabilities

173

Operational risk:

The risk of direct or indirect impacts resulting from human factors, inadequate or failed internal processes and systems or external events.

¡  Operational risk overview

179

¡  Summary of performance in the period

179

¡  Operation risk profile

179

Conduct risk:

The risk that detriment is caused to our customers, clients, counterparties or Barclays and its employees because of inappropriate judgement in the execution of our business activities.

¡  Conduct risk overview

181

¡  Summary of performance

181

¡  Conduct reputation measure

181

Reputation risk:

The risk of damage to Barclays’ brand arising from any association, action or inaction which is perceived by stakeholders to be inappropriate or unethical.

¡  Litigation, investigations and culture change

182

¡  Transparency

182

¡  Remuneration

182

¡  Climate change

182

¡  Reputation tracking

183

Supervision and regulation:

The Group’s operations, including its overseas offices, subsidiaries and associates, are subject to a significant body of rules and regulations that are a condition for authorisation to conduct banking and financial services business.

¡  Supervision of the Group

184

¡  Global regulatory developments

184

¡  European Union developments

185

¡  Structural reform of banking groups

186

¡  Regulation in the United Kingdom

186

¡  Resolution of UK banking groups

187

¡  Compensation schemes

187

¡  Influence of European legislation

187

¡  Regulation in Africa

187

¡  Regulation in the United States

188
asset correlations.    

 

 |  83Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    75


Risk review

Material existing and emerging risks

Risk review

The section describes the material risks which senior management is currently focused on and believe could cause the Group’s future results of operations, financial condition and prospects to differ materially from current expectations.Contents

84  |


Risk review

Material existing and emerging risks

Material existing and emerging risks to the Group’s future performance

    

    

 

The following information describes the material risks which senior management are currently focused on and believe could cause its future results of operations, financial condition and prospects to differ materially from current expectations including the ability to meet dividend expectations, ability to maintain appropriate levels of capital and meet capital and leverage ratio targets, or achieve stated targets and commitments. In addition, risks relating to the Group that are not currently known, or that are currently deemed immaterial, may individually or cumulatively also have the potential to have a material adverse effect on the Group’s future results of operations, financial condition and prospects.

Material risks and their impact are described below in two sections: i) risks which management believes may affect more than one Principal Risk; and ii) risks management believes are more likely to impact a single Principal Risk. Certain risks below have been classified as an ‘emerging risk’, which is a risk that has the potential to have an increasingly significant detrimental effect on the Group’s performance, but currently its outcome and the time horizon for the crystallisation of its possible impact is even more uncertain and more difficult to predict than for other risk factors that are not identified as emerging risks.

More information on Principal and Key Risks may be found in Barclays Approach to Managing Risk on pages 340 to 391. For 2015, reputation risk will be recognised as a Key Risk within conduct risk given the close alignment between them and the fact that as separate Principal Risks they have a common Principal Risk Officer.

Material existing and emerging risks potentially impacting more than one Principal Risk

i) Business conditions, general economy and geopolitical issues

The Group’s performance could be adversely affected in more than one Principal Risk by a weak or deteriorating global economy or political instability. These factors may also be focused in one or more of the Group’s main countries of operation.

The Group offers a broad range of services to retail and institutional customers, including governments, across a large number of countries with the result that it could be materially adversely impacted by weak or deteriorating economic conditions, including deflation, or political instability in one or a number of countries in which the Group operates or any other globally significant economy.

The global economy continues to face an environment characterised by low growth, and this is expected to continue during 2015 with slow growth or recession in some regions, such as Europe which may be offset in part by expected growth in others, such as North America. Any further slowing of economic growth in China would also be expected to have an adverse impact on the global economy through lower demand, which is likely to have the most significant impact on countries in developing regions that are producers of commodities used in China’s infrastructure development.

While the pace of decreasing monetary support by central banks, in some regions, is expected to be calibrated to potential recovery in demand in such regions, any such decrease of monetary support could have a further adverse impact on volatility in the financial markets and on the performance of significant parts of the Group’s business, which could, in each case, have an adverse effect on the Group’s future results.

Falling or continued low oil prices could potentially have an adverse impact on the global economy with significant wide ranging effects on producer and importer nations as well as putting strain on client companies in certain sectors which may lead to higher impairment requirements.

Furthermore, the outcome of the ongoing political and armed conflicts in the Ukraine and parts of the Middle East remain unpredictable and may have a negative impact on the global economy.

A weak or deteriorating global economy and political instability could impact Group performance in a number of ways including, for example: (i) deteriorating business, consumer or investor confidence leading to reduced levels of client activity and consequently a decline in revenues;

(ii) mark to market losses in trading portfolios resulting from changes in credit ratings, share prices and solvency of counterparties; and (iii) higher levels of default rates and impairment.

ii) UK political and policy environment (emerging risk)

The political outlook in the UK is uncertain ahead of the General Election in May 2015. The public policy environment in the UK (including but not limited to regulatory reform in the UK, a potential referendum on UK membership of the European Union, and taxation of UK financial institutions and clients) is likely to remain challenging in the short to medium term, with the potential for policy proposals emerging that could impact clients, markets and the Group either directly or indirectly.

Aside from specific policy proposals, uncertainty arises in particular with respect to:

¡An inconclusive result in the General Election and the potential for a prolonged period of political uncertainty; and

¡Depending on the outcome of the election, a possible referendum on continued UK membership of the European Union by 2017.

A referendum on the UK membership of the European Union may affect the Group’s risk profile through introducing potentially significant new uncertainties and instability in financial markets, both ahead of the dates for this referendum and, depending on the outcomes, after the event. As a member of the European Union, the UK and UK-based organisations have access to the EU Single Market. Given the lack of precedent, it is unclear how a potential exit of the UK from the EU would affect the UK’s access to the EU Single Market and how it would affect the Group.

iii) Model risk

The Group may suffer adverse consequences from risk based business and strategic decisions based on incorrect or misused model assumptions, outputs and reports.

The Group uses models in particular to assess and control the Group’s credit and market exposures. Model risk can arise from a number of sources, including: fundamental model flaws leading to inaccurate outputs; incomplete, inaccurate or inappropriate data used for either development or operation of the model; incorrect or inappropriate implementation or use of a model; or assumptions in the models becoming outdated or invalid due to the evolving external economic and legislative environment and changes in customer behaviour.

If the Group were to place reliance on incorrect or misused model outputs or reports, this could result in a material adverse impact on the Group’s reputation, operations, financial condition and prospects, for example, due to inaccurate reporting of financial statements; estimation of capital requirement (either on a regulatory or economic basis); or measurement of the financial risks taken by the Group as part of its normal course of business.

As a consequence, management of model risk has become an increasingly important area of focus for the Group, regulators and the industry.

Material existing and emerging risks by Principal Risk

Credit risk

The financial condition of the Group’s customers, clients and counterparties, including governments and other financial institutions, could adversely affect the Group.

The Group may suffer financial loss if any of its customers, clients or market counterparties fails to fulfil their contractual obligations to the Group. Furthermore, the Group may also suffer loss when the value of the Group’s investment in the financial instruments of an entity falls as a result of that entity’s credit rating being downgraded. In addition, the Group may incur significant unrealised gains or losses due solely to changes in the Group’s credit spreads or those of third parties, as these changes affect the fair value of the Group’s derivative instruments, debt securities that the Group holds or issues, or any loans held at fair value.

|  85


i) Deterioration in political and economic environment

The Group’s performance is at risk from any deterioration in the economic and political environment which may result from a number of uncertainties, including most significantly the following factors:

a) Political instability or economic uncertainty in markets in which the Group operates (emerging risk)

Political instability, economic uncertainty or deflation in regions in which the Group operates could weaken growth prospects that could lead to an adverse impact on customers’ ability to service debt and so to higher impairment requirements for the Group. These include, but are not limited to:

Eurozone

The economies across the Eurozone are showing little evidence of sustained growth with debt-burdened government finances, deflation, weak demand and persistent high unemployment preventing a sustained recovery. Slow recovery could put economic pressure on key trading partners of Eurozone countries, notably the UK and China. Furthermore, concerns persist on the pace of structural banking reform in the Eurozone and the strength of the Eurozone banking sector in general. A slowdown in the Eurozone economy could have a material adverse effect on the Group’s results of operations, financial condition and prospects through, for example, a requirement to raise impairment levels.

The Group is at risk from a sovereign default of an existing Eurozone country in which the Group has operations and the adverse impact on the economy of that exiting country and the credit standing of the Group’s clients and counterparties. This may result in increased credit losses and higher impairment requirements. While the risk of one or more countries exiting the Eurozone had been receding, as a result of the recent formation of an anti-austerity coalition government in Greece, this risk and the risk of redenomination is now re-emerging alongside the possibility of a significant renegotiation of the terms of Greece’s bailout programme.

For further information see Exposures to Eurozone countries on page 119.

South Africa

The economy in South Africa remains under pressure with weak underlying economic growth reinforced by industrial strike action and electricity shortages. While the rapid growth in the consumer lending industry over the past three years has begun to slow, concerns remain over the level of consumer indebtedness, particularly given the prospect of further interest rate rises and high inflation. Higher unemployment and a fall in property prices, together with increased customer or client unwillingness or inability to meet their debt obligations to the Group, may have an adverse impact on the Group’s performance through higher impairment charges.

Countries in developing regions

A number of countries, which have high fiscal deficits and reliance on short term external financing and/or material reliance on commodity exports, have become increasingly vulnerable as a result of, for example, the volatility of the oil price, a strong US dollar relative to local currencies, and the winding down of quantitative easing policies by some central banks. The impact on the Group may vary according to such country’s respective structural vulnerabilities but the impact may result in increased impairment requirements of the Group through sovereign defaults or the inability or unwillingness of clients and counterparties of the Group in that country to meet their debt obligations.

Russia (emerging risk)

The risks to Russia are escalating as pressure on the Russian economy increases. Slowing GDP growth and high inflation due to the imposition of economic sanctions by the US and EU, falls in the price of oil, a rapid fall in the value of the rouble against other foreign currencies and significant and rapid interest rate rises could have a significant adverse impact on the Russian economy. In addition, foreign investment into Russia reduced during 2014 and may continue in 2015.

While the Group has no material operations in Russia, the Group participates in certain financing and trading activity with selected counterparties conducting business in Russia with the result that further sanctions or deterioration in the Russian economy may result in the counterparties being unable, through lack of a widely accepted currency, or unwilling to repay, refinance or roll-over outstanding liabilities. Any such defaults could have a material adverse effect on the Group’s results as a result of, for example, incurring higher impairment.

For further information see page 119.

b) Interest rate rises, including as a result of slowing of monetary stimulus, could impact on consumer debt affordability and corporate profitability

To the extent that interest rates increase in certain developed markets, such increases are widely expected to be gradual and modest in scale over the next 18 months, albeit at differing timetables, across the major currencies. While an increase may support Group income, any sharper than expected changes could cause stress in loan portfolio and underwriting activity of the Group, leading to the possibility of the Group incurring higher impairment. The possibility of higher impairment would most notably occur in the Group’s retail unsecured and secured portfolios, which, coupled with a decline in collateral values, could lead to a reduction in recoverability and value of the Group’s assets resulting in a requirement to increase the Group’s level of impairment allowance.

ii) Specific sectors

The Group is subject to risks arising from changes in credit quality and recovery of loans and advances due from borrowers and counterparties in a specific portfolio or from a large individual name. Any deterioration in credit quality could lead to lower recoverability and higher impairment in a specific sector or in respect of specific large counterparties. The following provides examples of areas of uncertainties to the Group’s portfolio which could have a material impact on performance. However, there may also be additional risks not yet known or currently immaterial which may have an adverse impact on the Group’s performance.

a) Decline in property prices in the UK and Italy

The Group is at risk from a fall in property prices in both the residential and commercial sectors in the UK. With UK home loans representing the most significant portion of the Group’s total loans and advances to the retail sector, the Group has a large exposure to adverse developments in the UK retail property sector. UK house prices (primarily in London) increased throughout 2014 at a rate faster than that of income and to a level far higher than the long term average. As a result, a fall in house prices, particularly in London and South East of the UK, would lead to higher impairment and negative capital impact as loss given default (LGD) rates increase. In addition, reduced affordability of residential and commercial property in the UK, for example, as a result of higher interest rates or increased unemployment, could also lead to higher impairment.

In addition a significant portion of the Group’s total loans and advances in Italy are to residential home loans. As a consequence, a number of factors including, for example, a fall in property prices, higher unemployment, and higher default rates have the potential to have a significant impact on the Group’s performance through higher impairment charges.

For further information see page 121.

b) Non-Core assets

The Group holds a large portfolio of Non-Core assets, including commercial real estate and leveraged finance loans, which (i) remain illiquid; (ii) are valued based upon assumptions, judgements and estimates which may change over time; and (iii) are subject to further deterioration and write-downs. As a result, the Group is at risk of loss on these portfolios due to, for example, higher impairment should their performance deteriorate or write-downs upon eventual sale of the assets.

86  |


Risk review

Material existing and emerging risks

Material existing and emerging risks to the Group’s future performance

c) Large single name losses

The Group has large individual exposures to single name counterparties. The default of obligations by such counterparties could have a significant impact on the carrying value of these assets. In addition, where such counterparty risk has been mitigated by taking collateral, credit risk may remain high if the collateral held cannot be realised or has to be liquidated at prices which are insufficient to recover the full amount of the loan or derivative exposure. Any such defaults could have a material adverse effect on the Group’s results due to, for example, incurring higher impairment charges.

Market risk

The Group’s financial position may be adversely affected by changes in both the level and volatility of prices leading to lower revenues and may include:

i) Major changes in quantitative easing programmes (emerging risk)

The trading business model is focused on client facilitation in the wholesale markets, involving market making activities, risk management solutions and execution. A prolonged continuation of current quantitative easing programmes, in certain regions, could lead to a change and a decrease of client activity which could result in lower fees and commission income.

The Group is also exposed to a rapid unwinding of quantitative easing programmes. A sharp movement in asset prices could affect market liquidity and cause excess volatility impacting the Group’s ability to execute client trades and may also result in portfolio losses.

ii) Adverse movements in interest and foreign currency exchange rates (emerging risk)

A sudden and adverse movement in interest or foreign currency exchange rates has the potential to detrimentally impact the Group’s income arising from non-trading activity.

The Group has exposure to non-traded interest rate risk, arising from the provision of retail and wholesale (non-traded) banking products and services. This includes current accounts and equity balances which do not have a defined maturity date and an interest rate that does not change in line with base rate changes. The level and volatility of interest rates can impact the Group’s net interest margin, which is the interest rate spread earned between lending and borrowing costs. The potential for future volatility and margin changes remains in key areas such as in the UK benchmark interest rate, to the extent such volatility and margin changes are not entirely neutralised by hedging programmes.

The Group is also at risk from movements in foreign currency exchange rates as these will impact the sterling equivalent value of foreign currency denominated assets in the banking book, and therefore exposing the Group to currency translation risk.

While the impact is difficult to predict with any accuracy, failure to appropriately manage the Group’s balance sheet to take account of these risks could have an adverse effect on the Group’s financial prospects due to reduced income and volatility of the regulatory capital measures.

iii) Adverse movements in the pension fund

Adverse movements between pension assets and liabilities for defined benefits pension schemes could contribute to a pension deficit. The liabilities discount rate is a Key Risk and in accordance with International Financial Reporting Standards (IAS 19), is derived from the yields of high quality corporate bonds (deemed to be those with AA ratings) and consequently includes exposure to both risk-free yields and credit spreads. Therefore, the Group’s defined benefits scheme valuation would be adversely affected by a prolonged fall in the discount rate or a persistent low rate environment. Inflation is another key risk driver to the pension fund, as the net position could be negatively impacted by an increase in long term inflation expectation.

iv) Non-Core assets

As part of the assets in the Non-Core business, the Group holds a UK portfolio of generally longer term loans to counterparties in Education, Social Housing and Local Authorities (ESHLA) sectors which are

measured on a fair value basis. The valuation of this portfolio is subject to substantial uncertainty due to the long-dated nature of the portfolios, the lack of a secondary market in the relevant loans and unobservable loan spreads. As a result of these factors, the Group may be required to revise the fair values of these portfolios to reflect, among other things, changes in valuation methodologies due to changes in industry valuation practices and as further market evidence is obtained in connection with the Non-Core asset run-off and exit process. In 2014, the Group recognised a reduction of £935m in the fair value of the ESHLA portfolio. Any further negative adjustments to the fair value of the ESHLA portfolio may give rise to significant losses to the Group.

For further information refer to Note 18 of the Group’s consolidated financial statements.

Funding risk

The ability of the Group to achieve its business plans may be adversely impacted if it does not effectively manage its capital (including leverage) and liquidity ratios.

The Group may not be able to achieve its business plans due to: i) being unable to maintain appropriate capital ratios; ii) being unable to meet its obligations as they fall due; iii) rating agency methodology changes; and, iv) adverse changes in foreign exchange rates on capital ratios.

i) Being unable to maintain appropriate capital ratios

Should the Group be unable to maintain or achieve appropriate capital ratios this could lead to: an inability to support business activity; a failure to meet regulatory requirements including the requirements of regulator set stress tests; increased cost of funding due to deterioration in credit ratings; restrictions on distributions including the ability to meet dividend targets; and/or the need to take additional measures to strengthen the Group’s capital or leverage position. Basel III and CRD IV have increased the amount and quality of capital that the Group is required to hold. While CRD IV requirements are now in force in the United Kingdom, changes to capital requirements can still occur, whether as a result of further changes by EU legislators, binding regulatory technical standards being developed by the European Banking Authority (EBA) or changes to the PRA interpretation and application of these requirements to UK banks. Such changes, either individually and/or in aggregate, may lead to further unexpected enhanced requirements in relation to the Group’s CRD IV capital.

Additional capital requirements will also arise from other regulatory reforms, including both UK, EU and US proposals on bank structural reform, current EBA ‘Minimum Requirement for own funds and Eligible Liabilities’ (MREL), proposals under the EU Bank Recovery and Resolution Directive (BRRD) and Financial Stability Board (FSB) Total Loss-Absorbing Capacity (TLAC) proposals for Globally Systemically Important Banks (G-SIBs). Given many of the proposals are still in draft form and subject to change, the impact is still being assessed. Barclays is participating in an FSB Quantitative Impact Study (QIS) to determine the quantum and composition of TLAC requirements. However, it is likely that these changes in law and regulation will have an impact on the Group as they would require changes to the legal entity structure of the Group and how businesses are capitalised and funded. Any such increased capital requirements may also constrain the Group’s planned activities, lead to forced asset sales and balance sheet reductions and could increase the Group’s costs, impact on the Group’s earnings and restrict the Group’s ability to pay dividends. Moreover, during periods of market dislocation, or when there is significant competition for the type of funding that the Group needs, increasing the Group’s capital resources in order to meet targets may prove more difficult and/or costly.

ii) Being unable to meet its obligations as they fall due

Should the Group fail to manage its liquidity and funding risk sufficiently, this may result in the Group, either not having sufficient financial resources available to meet its payment obligations as they fall due, or, although solvent, only being able to meet these obligations at excessive cost. This could cause the Group to fail to meet regulatory liquidity standards, be unable to support day to day banking activities or no longer be a going concern.

continued  |  87


iii) Rating agency methodology changes (emerging risk)

During 2015, credit rating agencies are expected to complete their reviews and revisions of their ratings of banks by country to address the agencies’ perception of the impact of ongoing regulatory changes designed to improve the resolvability of banks in a manner that minimises systemic risk, such that the likelihood of extraordinary sovereign support for a failing bank is less predictable, as well as to address the finalisation of revised capital and leverage rules under CRD IV. Following their review, Standard and Poor’s downgraded Barclays PLC’s long-term rating in February 2015 and placed Barclays Bank PLC’s long- and short-term ratings on “credit watch with negative implications”. While the overall outcome of the proposed changes in bank ratings methodologies, and the related review of ratings for removal of sovereign support, remains uncertain, there is a risk that any potential rating downgrades could impact the Group’s performance should borrowing cost and liquidity change significantly versus expectations or the credit spreads of the Group be negatively affected.

For further information on the effect of a downgrade please refer to Credit Ratings in the Liquidity Risk Performance section on page 172.

iv) Adverse changes in foreign exchange rates on capital ratios

The Group has capital resources and risk weighted assets denominated in foreign currencies and changes in foreign currency exchange rates may adversely impact the sterling equivalent value of foreign currency denominated capital resources and risk weighted assets. As a result, the Group’s regulatory capital ratios are sensitive to foreign currency movements. Failure to appropriately manage the Group’s balance sheet to take account of this risk could result in an adverse impact on regulatory capital ratios. While the impact is difficult to predict with any accuracy it may have a material adverse effect on the Group’s operations as a result of a failure in maintaining appropriate capital and leverage ratios.

Operational risk

The operational risk profile of the Group may change as a result of human factors, inadequate or failed internal processes and systems, and external events.

The Group is exposed to many types of operational risk, including fraudulent and other criminal activities (both internal and external), the risk of breakdowns in processes, controls or procedures (or their inadequacy relative to the size and scope of the Group’s business), systems failure or an attempt, by an external party, to make a service or supporting infrastructure unavailable to its intended users, known as a denial of service attack, and the risk of geopolitical cyber threat activity destabilising or destroying the Group’s IT (or critical infrastructure the Group depends upon but does not control) in support of critical economic business functions. The Group is also subject to the risk of disruption of its business arising from events that are wholly or partially beyond its control (for example natural disasters, acts of terrorism, epidemics and transport or utility failures) which may give rise to losses or reductions in service to customers and/or economic loss to the Group. The operational risks that the Group is exposed to could change rapidly and there is no guarantee that the Group’s processes, controls, procedures and systems are sufficient to address, or could adapt promptly to, such changing risks. All of these risks are also applicable where the Group relies on outside suppliers or vendors to provide services to it and its customers.

i) Cyber attacks (emerging risk)

The threat posed by cyber attacks continues to grow and the banking industry has suffered major cyber attacks during the year. Activists, nation states, criminal gangs, insiders and opportunists are among those targeting computer systems. Given the increasing sophistication and scope of potential cyber attack, it is possible that future attacks may lead to significant breaches of security. The occurrence of one or more of such events may jeopardise the Group or the Group’s clients’ or counterparties’ confidential and other information processed and stored in, and transmitted through, the Group’s computer systems and networks, or otherwise cause interruptions or malfunctions in the Group’s, clients’, counterparties’ or third parties’ operations, which could impact their ability to transact with the Group or otherwise result in significant losses or reputational damage.

Failure to adequately manage cyber security risk and continually review and update current processes in response to new threats could adversely affect the Group’s reputation, operations, financial condition and prospects. The range of impacts includes increased fraud losses, customer detriment, regulatory censure and penalty, legal liability and potential reputational damage.

ii) Infrastructure and technology resilience

The Group’s technological infrastructure is critical to the operation of the Group’s businesses and delivery of products and services to customers and clients. Sustained disruption in a customer’s access to their key account information or delays in making payments could have a significant impact on the Group’s reputation and may also lead to potentially large costs to both rectify the issue and reimburse losses incurred by customers.

iii) Ability to hire and retain appropriately qualified employees

The Group is largely dependent on highly skilled and qualified individuals. Therefore, the Group’s continued ability to manage and grow its business, to compete effectively and to respond to an increasingly complex regulatory environment is dependent on attracting new talented and diverse employees and retaining appropriately qualified employees.

In particular, as the Group continues to implement changes to its compensation structures in response to new legislation, there is a risk that some employees may decide to leave the Group. This may be particularly evident among those employees who are impacted by changes to deferral structures and new claw back arrangements. Additionally, colleagues who have specialist sets of skills within control functions or within specific geographies that are currently in high demand may also decide to leave the Group as competitors seek to attract top industry talent to their own organisations. Finally, the impact of regulatory changes such as the introduction of the Individual Accountabilities Regime, under which greater individual responsibility and accountability will be imposed on senior managers and non-executives of UK banks and the structural reform of banking, may also reduce the attractiveness of the financial services industry to high calibre candidates in specific geographies.

Failure by the Group to prevent the departure of appropriately qualified employees, to retain qualified staff who are dedicated to oversee and manage current and future regulatory standards and expectations, or to quickly and effectively replace such employees, could negatively impact the Group’s results of operations, financial condition, prospects and level of employee engagement.

iv) Critical accounting estimates and judgements

The preparation of financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise judgement in applying relevant accounting policies. The key areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the consolidated and individual financial statements, include credit impairment charges for amortised cost assets, impairment and valuation of available for sale investments, calculation of current and deferred tax, fair value of financial instruments, valuation of provisions and accounting for pensions and post-retirement benefits. There is a risk that if the judgement exercised or the estimates or assumptions used subsequently turn out to be incorrect then this could result in significant loss to the Group, beyond that anticipated or provided for.

The further development of standards and interpretations under IFRS could also significantly impact the financial results, condition and prospects of the Group. For example, the introduction of IFRS 9 Financial Instruments is likely to have a material impact on the measurement and impairment of financial instruments held.

For more information please refer to Accounting Policy and Critical Estimates on pages 224 to 226.

88  |


Risk review

Material existing and emerging risks

Material existing and emerging risks to the Group’s future performance

v) Legal, competition and regulatory matters

Legal disputes, regulatory investigations, fines and other sanctions relating to conduct of business and financial crime may negatively affect the Group’s results, reputation and ability to conduct its business.

The Group conducts diverse activities in a highly regulated global market and therefore is exposed to the risk of fines and other sanctions relating to the conduct of its business. In recent years there has been an increased willingness on the part of authorities to investigate past practices, vigorously pursue alleged breaches and impose heavy penalties on financial services firms; this trend is expected to continue. In relation to financial crime, a breach of applicable legislation and/or regulations could result in the Group or its staff being subject to criminal prosecution, regulatory censure and other sanctions in the jurisdictions in which it operates, particularly in the UK and US. Where clients, customers or other third parties are harmed by the Group’s conduct this may also give rise to legal proceedings, including class actions, particularly in the US. Other legal disputes may also arise between the Group and third parties relating to matters such as breaches, enforcement of legal rights or obligations arising under contracts, statutes or common law. Adverse findings in any such matters may result in the Group being liable to third parties seeking damages, or may result in the Group’s rights not being enforced as intended.

Details of material legal, competition, and regulatory matters to which the Group is currently exposed are set out in Note 29 Legal, Competition and Regulatory Matters. In addition to those material ongoing matters, the Group is engaged in numerous other legal proceedings in various jurisdictions which arise in the ordinary course of business, as well as being subject to requests for information, investigations and other reviews by regulators and other authorities in connection with business activities in which the Group is or has been engaged. In light of the uncertainties involved in legal, competition and regulatory matters, there can be no assurance that the outcome of a particular matter or matters will not be material to the Group’s results of operations or cash flow for a particular period, depending on, among other things, the amount of the loss resulting from the matter(s) and the amount of income otherwise reported for the period.

The outcome of material legal, competition, and regulatory matters, both those to which the Group is currently exposed and any others which may arise in the future, is difficult to predict. However, it is likely that in connection with any such matters the Group will incur significant expense, regardless of the ultimate outcome, and one or more of such matters could expose the Group to any of the following: substantial monetary damages and/or fines; remediation of affected customers and clients; other penalties and injunctive relief; additional litigation; criminal prosecution in certain circumstances; the loss of any existing agreed protection from prosecution; regulatory restrictions on the Group’s business including the withdrawal of authorisations; increased regulatory compliance requirements; suspension of operations; public reprimands; loss of significant assets or business; a negative effect on the Group’s reputation; loss of investor confidence; and/or dismissal resignation of key individuals.

There is also a risk that the outcome of any legal, competition or regulatory matters in which the Group is involved may give rise to changes in law or regulation as part of a wider response by relevant law makers and regulators. An adverse decision in any one matter, either against the Group or another financial institution facing similar claims, could lead to further claims against the Group.

vi) Risks arising from regulatory change and scrutiny

The financial services industry continues to be the focus of significant regulatory change and scrutiny which may adversely affect the Group’s business, financial performance, capital and risk management strategies.

a) Regulatory change

The Group, in common with much of the financial services industry, continues to be subject to significant levels of regulatory change and increasing scrutiny in many of the countries in which it operates (including, in particular, the UK and the US and in light of its significant investment banking operations). This has led to a more intensive

approach to supervision and oversight, increased expectations and enhanced requirements, including with regard to; (i) capital, liquidity and leverage requirements (for example arising from Basel III and CRD IV); (ii) structural reform and recovery and resolution planning; and (iii) market infrastructure reforms such as the clearing of over-the-counter derivatives. As a result, regulatory risk will continue to be a focus of senior management attention and consume significant levels of business resources. Furthermore, this more intensive approach and the enhanced requirements, uncertainty and extent of international regulatory coordination as enhanced supervisory standards are developed and implemented may adversely affect the Group’s business, capital and risk management strategies and/or may result in the Group deciding to modify its legal entity structure, capital and funding structures and business mix or to exit certain business activities altogether or to determine not to expand in areas despite their otherwise attractive potential.

For further information see Regulatory Developments in the section on Supervision and Regulation.

b) Additional PRA supervisory expectations, including changes to CRD IV (emerging risk)

The Group’s results and ability to conduct its business may be negatively affected by changes to CRD IV or additional supervisory expectations.

To protect financial stability the Financial Policy Committee of the Bank of England (FPC) has legal powers to make recommendations about the application of prudential requirements. In addition, it may, for example, be given powers to direct the PRA and FCA to adjust capital requirements through Sectoral Capital Requirements (SCR). Directions would apply to all UK banks and building societies, rather than to the Group specifically. The FPC issued its review of the leverage ratio in October 2014 containing a requirement of a minimum leverage ratio of 3% to supersede the previous PRA expectation of a 3% leverage ratio. That review also introduced a supplementary leverage ratio for G-SIBs to be implemented from 2016 and countercyclical leverage ratio buffers would be implemented at the same time as countercyclical buffers are implemented for RWA purposes.

Changes to CRD IV requirements, UK regulators’ interpretations of them, or additional supervisory expectations, either individually or in aggregate, may lead to unexpected enhanced requirements in relation to the Group’s capital, leverage, liquidity and funding ratios or alter the way such ratios are calculated. This may result in a need for further management actions to meet the changed requirements, such as: increasing capital or liquidity resources, reducing leverage and risk weighted assets, modifying legal entity structure (including with regard to issuance and deployment of capital and funding for the Group), changing the Group’s business mix or exiting other businesses, and/or undertaking other actions to strengthen the Group’s position.

c) Market infrastructure reforms

The European Market Infrastructure Regulation (EMIR) introduces requirements to improve transparency and reduce the risks associated with the derivatives market. Certain of these requirements came into force in 2013 and 2014 and still more will become effective in 2015. EMIR requires EU-established entities that enter into any form of derivative contract to: report every derivative contract entered into to a trade repository; implement new risk management standards for all bilateral over-the-counter derivative trades that are not cleared by a central counterparty; and clear, through a central counterparty, over-the-counter derivatives that are subject to a mandatory clearing obligation (although this clearing obligation will only apply to certain counterparties).

CRD IV aims to complement EMIR by applying higher capital requirements for bilateral, over-the-counter derivative trades. Lower capital requirements for cleared trades are only available if the central counterparty is recognised as a ‘qualifying central counterparty’, which has been authorised or recognised under EMIR (in accordance with related binding technical standards). Further significant market infrastructure reforms will be introduced by amendments to the EU Markets in Financial Instruments Directive that are expected to be implemented in 2016.

  |  89


Annual Report

In the US, the Dodd-Frank Act also mandates that many types of derivatives that were previously traded in the over-the-counter markets must be traded on an exchange or swap execution facility and must be centrally cleared through a regulated clearing house. In addition, participants in these markets are now made subject to Commodity Futures Trading Commission (CFTC) and Securities and Exchange Commission (SEC) regulation and oversight.

It is possible that other additional regulations, and the related expenses and requirements, will increase the cost of and restrict participation in the derivative markets, thereby increasing the costs of engaging in hedging or other transactions and reducing liquidity and the use of the derivative markets.

Changes in regulation of the derivative markets could adversely affect the business of the Group and its affiliates in these markets and could make it more difficult and expensive to conduct hedging and trading activities, which could in turn reduce the demand for swap dealer and similar services of the Group and its subsidiaries. In addition, as a result of these increased costs, the new regulation of the derivative markets may also result in the Group deciding to reduce its activity in these markets.

d) Structural reform and bank recovery and resolution

A number of jurisdictions have enacted or are considering legislation and rulemaking that could have a significant impact on the structure, business risk and management of the Group and of the financial services industry more generally. Detailed information on the provisions set out below can be found in Regulatory Developments paragraphs in the section on Supervision and Regulation.

Key developments that are relevant to the Group include:

¡Treasury and capital risk – Liquidity:The  The UK Financial Services (Banking Reform) Act 2013 (the Banking Reform Act), gives UK authorities the power to implement key recommendations

   Liquidity risk overview and summary of the Independent Commission on Banking, including the separation of the UK and EEA retail banking activities of the largest UK banks into a legally, operationally and economically separate and independent entity (so-called ‘ring fencing’). It is expected that banks will have to comply with these ring-fencing requirements from January 2019;

performance

¡  The European Commission structural reform proposals of January 2014 (which are still in discussion) for a directive124
risk that the firm is unable to implement recommendations of the EU High Level Expert Group Review (the Liikanen Review). The directive would apply to EU globally significant financial institutions;

¡meet its  Implementation of the requirement to create a US intermediate holding company (IHC) structure to hold its US banking and non-banking subsidiaries, including Barclays Capital Inc., the Group’s US broker-dealer subsidiary. The IHC will generally be subject to supervision and regulation, including as to regulatory capital and

   Liquidity risk stress testing by the Federal Reserve Bank (FRB) as if

124
contractual or contingent obligations or that

   Liquidity pool

126
it were a US bank holding company of comparable size. The Group will be required to form its IHC by 1 July 2016. The IHC will be subject to the US generally applicable minimum leverage capital requirement (which is different than to Basel III international leverage ratio, including to the extent that the generally applicable US leverage ratio does not include off-balance sheet exposures) starting 1 January 2018. The Group continues to evaluatehave the implications of the FRB’s IHC final rules (issued in February 2014) for the Group. Nevertheless, the Group currently believes that, in the aggregate, the final rules (and, in particular, the leverage requirements in the final rules that will be applicable to the IHC in 2018) are likely to increase the operational costs and capital requirements and/or require changes to the business mix of the Group’s US operations, which ultimately may have an adverse effect on the Group’s overall result of operations; and

¡appropriate amount,  Implementation

   Funding structure and funding relationships

127
tenor and composition of the so-called ‘Volcker Rule’ under the Dodd-Frank Act. The Volcker Rule, once fully effective, will prohibit banking entities, including Barclays PLC, Barclays Bank PLCfunding and their various subsidiaries and affiliates from undertaking certain ‘proprietary trading’ activities and will limit the sponsorship of, and investment in, private equity funds and hedge funds, in each case broadly defined,

   Encumbrance

129
liquidity to support its assets.

   Credit ratings

132
   

by such entities. The rules will also require the Group to develop an extensive compliance   Contractual maturity of financial assets and monitoring programme (both inside and outside of the US), subject to various executive officer attestation requirements, addressing proprietary trading and covered fund activities, and the Group therefore expects compliance costs to increase. The final rule is highly complex and its full impact will not be known with certainty until market practices and structures develop under it. Subject entities are generally required to be in compliance with the prohibition on proprietary trading and the requirement to develop an extensive compliance programme by July 2015 (with certain provisions subject to possible extensions).

These laws and regulations and the way in which they are interpreted and implemented by regulators may have a number of significant consequences, including changes to the legal entity structure of the Group, changes to how and where capital and funding is raised and deployed within the Group, increased requirements for loss-absorbing capacity within the Group and/or at the level of certain legal entities or sub-groups within the Group and potential modifications to the business mix and model (including potential exit of certain business activities). These and other regulatory changes and the resulting actions taken to address such regulatory changes, may have an adverse impact on the Group’s profitability, operating flexibility, flexibility of deployment of capital and funding, return on equity, ability to pay dividends and/or financial condition. It is not yet possible to predict the detail of such legislation or regulatory rulemaking or the ultimate consequences to the Group which could be material.

e) Regulatory action in the event of a bank failureliabilities

The UK Banking Act 2009, as amended (the Banking Act) provides for a regime to allow the Bank of England (or, in certain circumstances, HM Treasury) to resolve failing banks in the UK. Under the Banking Act, these authorities are given powers to make share transfer orders and property transfer orders. Following the Banking Reform Act the authorities will also have at their disposal a statutory bail-in power. This bail-in power, when it is made available to the UK resolution authority, will enable it to recapitalise a failed institution by allocating losses to its shareholders and unsecured creditors. The bail-in power will enable the UK resolution authority to cancel liabilities or modify the terms of contracts for the purposes of reducing or deferring the liabilities of the bank under resolution and the power to convert liabilities into another form (e.g. shares). In addition to the bail-in power, the powers granted to the relevant UK resolution authority under the Banking Act include the power to: (i) direct the sale of the relevant financial institution or the whole or part of its business on commercial terms without requiring the consent of the shareholders or complying with the procedural requirements that would otherwise apply; (ii) transfer all or part of the business of the relevant financial institution to a ‘bridge bank’ (a publicly controlled entity); and (iii) transfer the impaired or problem assets of the relevant financial institution to an asset management vehicle to allow them to be managed over time. The EU Bank Recovery and Resolution Directive (BRRD) contains provisions similar to the Banking Act on a European level, many of which augment and increase the powers available to regulators in the event of a bank failure. Further, parallel developments at international level may result in increased risks for banks, for example the Financial Stability Board (FSB) proposals for harmonising key principles for TLAC globally.

If these powers were to be exercised (or there is an increased risk of exercise) in respect of the Group or any entity within the Group such exercise could result in a material adverse effect on the rights or interests of shareholders and creditors including holders of debt securities and/or could have a material adverse effect on the market price of shares and other securities issued by the Group. Such effects could include losses of shareholdings/associated rights including by the dilution of percentage ownership of the Group’s share capital, and may result in creditors, including debt holders, losing all or a part of their investment in the Group’s securities that could be subject to such powers.

90  |


Risk review

Material existing and emerging risks

Material existing and emerging risks to the Group’s future performance

f) Recovery and resolution planning

There continues to be a strong regulatory focus on resolvability from international and UK regulators. The Group made its first formal Recovery and Resolution Plan (RRP) submissions to the UK and US regulators in mid-2012 and has continued to work with the relevant authorities to identify and address impediments to resolvability.

In the UK, RRP work is now considered part of continuing supervision. Removal of barriers to resolution will be considered as part of the PRA’s supervisory strategy for each firm, and the PRA can require firms to make significant changes in order to enhance resolvability.

In the US, Barclays is one of several systemically important banks (as one of the so-called “first wave filers”) required to file resolution plans with the Federal Reserve and the FDIC under provisions of the Dodd-Frank Act. The regulators provided feedback in August 2014 with respect to the 2013 resolution plans submitted by first wave filers. This feedback required such filers to make substantive improvements to their plans for filing in 2015 or face potential punitive actions which, in extremis, could lead to forced divestitures or reductions in operational footprints in the US. Barclays is working with its regulators to address these issues and will file its revised plan in June 2015. It is uncertain when or in what form US regulators will review and assess Barclays’ US resolution plan filing.

In South Africa, the South African Treasury and the South Africa Reserve Bank are considering material new legislation and regulation to adopt a resolution and depositor guarantee scheme in alignment with FSB principles. BAGL and Absa Bank will be subject to these schemes as they are adopted. It is not clear what shape these schemes will take or when they will be adopted, but current proposals for a funded deposit insurance scheme and for operational continuity could result in material new expense impacts for the BAGL group.

Whilst the Group believes that it is making good progress in reducing impediments to resolution, should the relevant authorities ultimately decide that the Group or any significant subsidiary is not resolvable, the impact of such structural changes (whether in connection with RRP or other structural reform initiatives) could impact capital, liquidity and leverage ratios, as well as the overall profitability of the Group, for example via duplicated infrastructure costs, lost cross-rate revenues and additional funding costs.

Conduct risk

Any inappropriate judgements or actions taken by the Group, in the execution of business activities or otherwise, may adversely impact the Group or its employees. In addition, any such actions may have a detrimental impact on the Group’s customers, clients or counterparties.

Such judgements or actions may negatively impact the Group in a number of ways including, for example, negative publicity and consequent erosion of reputation, loss of revenue, imposition of fines, litigation, higher scrutiny and/or intervention from regulators, regulatory or legislative action, loss of existing or potential client business, criminal and civil penalties and other damages, reduced workforce morale, and difficulties in recruiting and retaining talent. The Group may self-identify incidents of inappropriate judgement which might include non-compliance with regulatory requirements where consumers have suffered detriment leading to remediation of affected customers.

There are a number of areas, where the Group has sustained financial and reputational damage from previous periods, and where the consequences continued in 2014 and are likely to have further adverse effects in 2015 and possibly beyond. Further details on current regulatory investigations are provided in Note 29 Legal, Competition and Regulatory Matters.

As a global financial services firm, the Group is subject to the risks associated with money laundering, terrorist financing, bribery and corruption and economic sanctions and may be adversely impacted if it does not adequately mitigate the risk that its employees or third parties facilitate or that its products and services may be used to facilitate financial crime activities.

Furthermore, the Group’s brand may be adversely impacted from any association, action or inaction which is perceived by stakeholders to be inappropriate or unethical and not in keeping with the Group’s stated purpose and values.

Failure to appropriately manage these risks and the potential negative impact to the Group’s reputation may reduce, directly or indirectly, the attractiveness of the Group to stakeholders, including customers and clients. Furthermore, such a failure may undermine market integrity and result in detriment to the Group’s clients, customers, counterparties or employees leading to remediation of affected customers by the Group.

|  91


Risk review

Risk management

  

133
Treasury and capital risk – Capital:The risk

   Capital risk overview and summary of performance

137

that the firm has an insufficient level or

   Regulatory minimum capital and leverage requirements

138
composition of capital to support its normal

   Analysis of capital resources

139
business activities and to meet its regulatory

   Analysis of risk weighted assets

141
capital requirements under normal operating

   Analysis of leverage ratio and exposures

142

An overview of Barclays’ approach toenvironments or stressed conditions (both

actual and as defined for internal planning or

regulatory testing purposes). This includes the risk
management

LOGO     For a more detailed breakdown on our Risk review
        and Risk management contents please see pages
        82-83.
LOGO     More detailed information on how Barclays manages
        these risks can be found on pages341-391.

from the firm’s pension plans.

  

   Foreign exchange risk

143

   Pension risk review

144

   Minimum requirement for own funds and eligible liabilities

145
Treasury and capital risk – Interest rate risk

   Interest rate risk in the banking book overview and summary of performance

146
in the banking bookThe risk that the firm is

   Net interest income sensitivity

147
exposed to capital or income volatility

   Economic capital by business unit

147
because of a mismatch between the interest

   Analysis of equity sensitivity

148
rate exposures of its (non-traded) assets and

   Volatility of the available for sale portfolio in the liquidity pool

148
liabilities.      
Operational risk:The risk of loss to the firm  

Page   Operational risk overview and summary of performance

149
from inadequate or failed processes or

   Operational risk profile

150
systems, human factors or due to external events (for example fraud) where the root cause is not due to credit or market risks.    

Model risk:The risk of the potential adverse
  

Barclays’   Model risk management strategyoverview and summary of performance

  151
consequences from financial assessments or decisions based on incorrect or misused model outputs and reports.   
IntroductionConduct risk:The risk of detriment to

   Conduct risk overview and summary of performance

152
customers, clients, market integrity, competition or Barclays from the inappropriate supply of financial services, including instances of wilful or negligent misconduct.   93
Reputation risk:The risk that an action,

   Reputation risk overview and summary of performance

153
transaction, investment or event will reduce trust in the firm’s integrity and competence by clients, counterparties, investors, regulators, employees or the public.   
Risk management strategyLegal risk:The risk of loss or imposition of

   Legal risk overview and summary of performance

154
penalties, damages or fines from the failure of the firm to meet its legal obligations including regulatory or contractual requirements.   93 
Governance structureSupervision and regulation:The Group’s  93
Risk governance and assigning responsibilities95

Principal risks

96

Credit risk management   Supervision of the Group

  155
operations, including its overseas offices,  
Overview97
Organisation and structure97
Roles and responsibilities98

Credit risk mitigation

98

Market risk management   Global regulatory developments

  156
subsidiaries and associates, are subject to a  
Overview99
Organisation and structure100

Roles and responsibilities

100

Capital risk management   Financial regulatory framework

  157
significant body of rules and regulations.  
Overview101
Organisation and structure101

Roles and responsibilities

101

Liquidity risk management   Structural reform

  
Overview103
Organisation and structure103

Liquidity risk management framework

103

Operational risk management

Overview104
Organisation and structure104

Roles and responsibilities

105

Conduct risk management

Overview106
Organisation and structure106
Roles and responsibilities106

Management of conduct risk

107

Reputation risk management

Overview108
Organisation and structure108
Roles and responsibilities109
162

 

92  |  76    Barclays PLC and Barclays Bank PLC 20142017 Annual Report on Form20-F 


Risk review

Risk management

 

Risk review

Risk management

Barclays’ risk management strategy

Introduction

Barclays engages in activities which entail risk taking, every day, throughout its business. This section introduces these risks, and outlines key governance arrangements for managing them. These include roles and responsibilities, frameworks, policies and standards, assurance and lessons learned processes. The Group’s approach to fostering a strong Risk Culture is also described.

Enterprise Risk Management Framework (ERMF)

The ERMF sets the strategic direction for risk management by defining standards, objectives and responsibilities for all areas of Barclays. It supports the Chief Executive Officer (CEO) and Group Chief Risk Officer (CRO) in embedding effective risk management and a strong Risk Culture.

The ERMF sets out:

 

The following pages provide an overview of the Group’s approach to risk management. A more comprehensive overview together with more specific information on Group policies can be found on pages 341-391.

Introduction

This section outlines the Group’s strategy for managing risk and how risk culture has been developed to ensure that there is a set of objectives and practices which are shared across the Group. It provides details of the Group’s governance, committee structure and how responsibilities are assigned.

Risk management strategy

The Group has clear risk management objectives and a well-established strategy to deliver them, through core risk management processes.

At a strategic level, the risk management objectives are to:

¡ IdentifyPrincipal Risks faced by the Group’s significant risks;Group

 

¡ Formulate the Group’s risk appetite and ensure that the business profile and plans are consistent with it;Risk Appetite requirements

 

¡ Optimise risk/return decisions by taking them as closely as possible to the business, while establishing strongRoles and independent review and challenge structures;responsibilities for risk management

 

¡ Ensure that business growth plans are properly supported by effective risk infrastructure;Risk Committee structure.

Principal Risks

¡Manage the risk profile to ensure that specific financial deliverables remain possible under a range of adverse business conditions;

The ERMF identifies eight Principal Risks and

¡Help executives improve the control and co-ordination of risk taking across the business.

A key element of setting clear management objectives is the Enterprise Risk Management Framework (ERMF), which sets out the activities, tools, techniquesassociated responsibilities and organisational arrangements so that material risks facing the Group can be better identified and understood, and that appropriate responses are in place to protect Barclays and prevent detriment to its customers, employees or community. This will help the Group meet its goals, and enhance its ability to respond to new opportunities.

The aim of the risk management processstandards.

Risk appetite for the Principal Risks

Risk Appetite is to provide a structured, practical and easily understood set of three steps, Evaluate, Respond and Monitor (the E-R-M process), that enables management to identify and assess those risks, determine the appropriate risk response, and then monitor the effectiveness of the risk response and changes to the risk profile.

1. Evaluate: risk evaluation must be carried out by those individuals, teams and departments that are best placed to identify and assess the potential risks, and include those responsible for delivering the objectives under review.

2. Respond:the appropriate risk response effectively and efficiently ensures that risks are kept within appetite, which isdefined as the level of risk thatwhich the Group is prepared to accept while pursuingin the conduct of its business strategy. There are three types of response: i) accept the risk but take the necessary mitigating actions such as using risk controls; ii) stop the existing activity/do not start the proposed activity; or iii) continue the activity but lay off risks to another party e.g. insurance.

3. Monitor:once risks have been identified and measured, and controls put in place, progress towards objectives must be tracked. Monitoring must be ongoing and can prompt re-evaluationactivities. The Risk Appetite of the risks and/or changesGroup specifies the level of risk we are willing to take and why, to enable specific risk taking activities.

Risk Appetite is approved and disseminated across legal entities and businesses, including by use of Mandate and Scale limits to enable and control specific activities that have material concentration risk implications for the Group.

Roles and responsibilities in responses. Monitoring must be carried out proactively and is wider than just ‘reporting’ and includes ensuring risks are being maintained withinthe management of risk appetite, and checking that controls are functioning as intended and remain fit for purpose.

Barclays risk management strategyThe Three Lines of Defence

All colleagues are responsible for understanding and managing risks within the context of their individual roles and responsibilities, as set out in the “Three Lines of Defence”.

LOGOFirst Line of Defence

The process is orientated around material risks impacting deliveryFirst Line comprises all employees engaged in the revenue generating and client facing areas of objectives,the Group and is used to promote an efficientall associated support functions, including Finance, Treasury, Human Resources and effective approach to risk management. This three-step risk management process:the Chief Operating Officer (COO) function. Employees in the First Line are responsible for:

 

¡ Can be appliedidentifying all the risks and developing appropriate policies, standards and controls to every objective at every levelgovern their activities

LOGO

operating within any and all limits which the Risk and Compliance functions establish in connection with the bank, both top-down or bottom-up;Risk Appetite of the Group

 

¡ Is embedded into the business decision making process;

¡Guides the Group’s responseescalating risk events to changessenior managers in the external or internal environment in which existing activities are conducted;Risk and

¡Involves all staff and all three lines of defence (see page 96). Compliance.

Governance structureSecond Line of Defence

Employees of Risk exists whenand Compliance comprise the outcomeSecond Line of taking a particular decision or courseDefence. The role of actionthe Second Line is uncertainto establish the limits, rules and could potentially impact whether, or how well,constraints under which First Line activities shall be performed, consistent with the Risk appetite of the Group, delivers on its objectives.and to monitor the performance of the First Line against these limits and constraints.

Third Line of Defence

Employees of Internal Audit comprise the Third Line of Defence. They provide independent assurance to the Board and Executive Management over the effectiveness of governance, risk management and control over current, systemic and evolving risks.

The Group faces risks throughout its business, every day,Legal function does not sit in everything it does. Some risks are taken after appropriate consideration – like lending moneyany of the three lines, but supports them all. The Legal function is, however, subject to a customer. Other risks may ariseoversight from unintended consequences of internal actions, for example an IT system failure or poor sales practices. Finally, some risks are the result of events outside the Group but which impact its business – such as major exposure through trading or lendingRisk and Compliance, with respect to a market counterparty which later fails.operational and conduct risks.

All employees must play their part in the Group’s risk management, regardless of position, function or location. All employees are required to be familiar with risk management policies that areRisk Committees

Business Risk Committees consider Risk matters relevant to their activities, know howbusiness, and escalate as required to escalate actual or potential risk issues,the Group Risk Committee (GRC), whose Chairman in turn escalates to Board Committees and have a role-appropriate level of awarenessthe Board.

There are three Board-level forums which oversee the application of the ERMF risk management process and governance arrangements.

There are four key Board-level committees which review and monitor risk across the Group. These are: the Board;Board Risk Committee, the Board Enterprise Wide Risk Committee; the Board Financial RiskAudit Committee, and the Board Conduct, OperationalReputation Committee. Additionally, the Board Remuneration Committee oversees pay practices focusing on aligning pay to sustainable performance. Finally, the main Board of Barclays receives regular information on the risk profile of the Group, and Reputational Risk Committee.has ultimate responsibility for risk appetite and capital plans.

The Chairman of each Committee prepares a statement each year on the Committee’s activities, which are included in this report on pages 3 to 37.

The Board

One of the Board’s (Board of Directors of Barclays Bank PLC) responsibilities is the approval of risk appetite, which isRisk Appetite (see page 126 of the level of risk theBarclays PLC Pillar 3 Report 2017). The Group chooses to take in pursuit of its business objectives. The Chief Risk OfficerCRO regularly presents a report to the Board summarising developments in the risk environment and performance trends in the key portfolios. The Board is also responsible for the Internal Control and Assurance Framework (Group Control Framework). It oversees the management of the most significant risks through the regular review of risk exposures and related key controls. Executive management responsibilities relating to this are set out in the ERMF.

 

 

 |  93Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    77


Risk review

Risk management

Barclays’ risk management strategy

    

Board oversight and flow of risk related information

 

LOGOLOGO

 

The Board Enterprise Wide Risk Committee (BEWRC)(BRC)

The BEWRC is a committee of the Board, from which it derives its authority and to which it regularly reports. The principal purpose of the Committee is to review, on behalf of the Board, management’s recommendations on risk, in particular:

¡Consider and recommend to the Board the Group’s overall risk appetite;

¡Review, on behalf of the Board, the Group’s overall risk profile;

¡Satisfy itself on the design and completeness of the Group’s ERMF, including the Principal Risk categories; and

¡Consider key enterprise wide risk themes.

BEWRC membership comprises the Group Chairman and Chairmen of the Board Audit Committee, Board Conduct, Operational and Reputational Risk Committee, Board Financial Risk Committee and Board Remuneration Committee. The Group Chief Executive Officer (CEO), Group Chief Risk Officer (CRO), Group Finance Director, Head of Compliance, General Counsel and Chief Internal Auditor are mandatory attendees.

The Board Financial Risk Committee (BFRC)

The BFRCBRC monitors the Group’s risk profile against the agreed financial appetite. Where actual performance differs from expectations, the actions being taken by management are reviewed to ensureverify that the BFRCBRC is comfortable with them. After each meeting, the ChairChairman of the BFRCBRC prepares a report for the next meeting of the Board. All members are independent non-executive Directors.directors. The Group Finance Director (GFD) and the Chief Risk OfficerGroup CRO attend each meeting as a matter of course.

The BFRCBRC also considers the Group’s Risk Appetite statement for operational risk and evaluates the Group’s operational risk profile and operational risk monitoring.

The BRC receives regular and comprehensive reports on risk methodologies, the effectiveness of the risk management framework, and the Group’s risk profile, including the key issues affecting each business portfolio and forward risk trends. The Committee also commissions in-depth analyses of significant risk topics, which are presented by the Group CRO or senior risk managers in the businesses. The Chair of the Committee prepares a statement each year on its activities.

The Board Conduct, Operational and Reputational Risk Committee (BCORR)

The BCORR was created to strengthen the Board-level governance over conduct risk and reputation matters. It reviews the effectiveness of the processes by which the Group identifies and manages conduct and reputation risk and considers whether business decisions will compromise the Group’s ethical policies or core business beliefs and values. It also considers the Group’s risk appetite statement for operational risk and evaluates the Group’s operational risk profile and operational risk monitoring.

In addition, the Board Audit and Board Remuneration Committees receive regular risk reports to assist them in the undertaking of their duties.

The Board Audit Committee (BAC)

The BAC receives among otherregular reports on the effectiveness of internal control systems, quarterly reports on material control issues of significance, and quarterly papers on accounting judgements (including impairment), and. It also receives a half-yearly review of the adequacy of impairment allowances, which it reviews relative to the risk inherent in the portfolios, the business environment, the Group’s policies and methodologies and the performance trends of peer banks.methodologies. The Chairman of the BAC also sits on the BFRCBRC.

The Board Reputation Committee (RepCo)

The RepCo reviews management’s recommendations on conduct and BCORR.reputation risk and the effectiveness of the processes by which the Group identifies and manages these risks. It also reviews and monitors the effectiveness of Barclays’ citizenship strategy, including the management of Barclays’ economic, social and environmental contribution.

The Board Remuneration Committee (RemCo)

The RemCo receives a detailed report on risk management performance from the BFRC, regular updates on theand risk profile, and proposals for theon ex-ante and ex-post risk adjustment.adjustments to variable remuneration. These inputs are considered in the setting of performance incentives.

Summaries of the relevant business, professionalskills, experience and risk management experiencebackground of the Directors of the Board are givenpresented in the Board of Directors section on page 3.pages 5 to 6. The terms of reference and additional details on membership and activities for each of the principal Board Committees are available from the Corporate Governance section of Barclays’ website at: barclays.com/corporategovernance.home.barclays/about-barclays/barclays-corporate-governance.html.

Barclays’ Risk Culture

Risk Culture can be defined as “norms, attitudes and behaviours related to risk awareness, risk taking and risk management”. At Barclays this is reflected in how we identify, escalate and manage risk matters.

Our Code of Conduct – the Barclays Way Globally, all colleagues must attest to the “Barclays Way”, our Code of Conduct, and all frameworks, policies and standards applicable to their roles. The Code of Conduct outlines the Purpose and Values which govern our Barclays Way of working across our business globally. It constitutes a reference point covering all aspects of colleagues’ working relationships, specifically (but not exclusively) with other Barclays employees, customers and clients, governments and regulators, business partners, suppliers, competitors and the broader community.

Embedding of a values-based, conduct culture

The CRO managesGroup Executive Committee reconfirmed Conduct, Culture and Values as one of its execution priorities for 2017 with the independent Risk function and chairsaim of embedding the Financial Risk Committee (FRC) andcultural measurement tool developed in 2016. The effectiveness of the Operational Risk and Control environment, for which all colleagues are responsible, depends on the continued embedment of strong values. Please see the Board Reputation Committee (ORCC), which monitor the Group’s financialreport on pages 27 to 32 for further details.

Induction programmes support new colleagues in understanding how risk management culture and non-financial risk profile relative to established risk appetite.

The Group Treasurer headspractices support how the Group Treasury functiondoes business and chairs the Treasury Committee which manageslink to Barclays’ values. The Leadership Curriculum covers the Group’s liquidity, maturity transformationbuilding, sustaining and structural interest rate exposure throughsupporting of a trustworthy organisation and is offered to colleagues globally.

Other Risk Culture drivers

In addition to values and conduct, we consider the following determinants of Risk Culture:

 

Management and governance:This means a consistent tone from the top and clear responsibilities to enable identification and challenge.

Motivation and incentives:The right behaviours are rewarded and modelled.

Competence and effectiveness:This means that colleagues are enabled to identify, co-ordinate, escalate and address risk and control matters.

Integrity: Colleagues are willing to meet their risk management responsibilities; colleagues escalate issues on a timely basis.
 

 

94  |78    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk management

 

Risk review

Material existing and emerging risks

Material existing and emerging risks to the Group’s future performance

Material risks are those to which senior management pay particular attention and which could cause the delivery of the Group’s strategy, results of operations, financial condition and/or prospects to differ materially from current expectations.

Emerging risks are those that have largely unknown components, the impact of which could crystallise over a longer time horizon. These could currently be considered immaterial but over time may individually or cumulatively affect the Group’s strategy and cause the same outcomes as detailed above regarding material risks. In addition, certain factors beyond the Group’s control, including escalation of terrorism or global conflicts, natural disasters and similar calamities, although not detailed below, could have a similar impact on the Group.

The risks described below are material risks that senior management has identified with respect to the Group, which is defined as Barclays PLC and its consolidated subsidiaries (including the Barclays Bank PLC Group). In connection with the planned implementation in the first half of 2018 of ring-fencing certain of the Group’s UK businesses, Barclays Bank PLC will transfer what are materially the assets and business of the Barclays UK division to another subsidiary of the Group, Barclays Bank UK PLC. Senior management expects that upon this transfer, the material risks with respect to the Barclays Bank PLC Group will be the same in all material respects as those risks with respect to the Group. For more information on certain risks senior management has identified with respect to the Barclays Bank PLC Group, see v) Certain potential consequences of ring-fencing to Barclays Bank PLC.

Material existing and emerging risks potentially impacting more than one Principal Risk

i) Business conditions, general economy and geopolitical issues

The Group offers a broad range of services, including to retail, institutional and government customers, in a large number of countries. The breadth of these operations means that deterioration in the economic environment, or an increase in political instability in countries where the Group is active, or in any systemically important economy, could adversely affect the Group’s operating performance, financial condition and prospects.

Although economic activity continued to strengthen globally in 2017 a change in global economic conditions and the reversal of the improving trend may result in lower client activity of the Group and/or an increase of the Group’s default rates, delinquencies, write-offs, and impairment charges, which in turn could adversely affect the Group’s performance and prospects.

In several countries, reversals of capital inflows, as well as fiscal austerity, have already caused deterioration in political stability. This could be exacerbated by a renewed rise in asset price volatility or sustained pressure on government finances. In addition, geopolitical tensions in some areas of the world, such as the Korean Peninsula, the Middle East and Eastern Europe, are already acute and at risk of further deterioration, thus potentially increasing market uncertainties and adverse global economic and market conditions.

In the US, there is uncertainty around the policy platform of the administration which took office in 2017. There is the possibility of significant changes in policy in sectors including trade, healthcare and commodities which may have an impact on associated Barclays portfolios. A significant proportion of the Group’s portfolio is located in the US, including a major credit card portfolio and a range of corporate and investment banking exposures. Stress in the US economy, weakening GDP, an unexpected rise in unemployment and/or an increase in interest rates could lead to increased levels of impairment.

Most major central banks have indicated that they expect prevailing loose monetary policies to tighten. Should ‘normalisation’ paths diverge substantially, flows of capital between countries could alter significantly, placing segments with sizeable foreign currency liabilities, in particular emerging markets, under pressure. In addition, possible divergence of monetary policies between major advanced economies risks triggering further financial market volatility (see also ii) Interest rate rises adversely impacting credit conditions, below).

In the UK, the vote in favour of leaving the EU (see iii) Process of UK withdrawal from the European Union, below) has given rise to political uncertainty with attendant consequences for investment and market confidence. The initial impact was a depreciation of Sterling resulting in higher costs for companies exposed to imports and a more favourable environment for exporters. Rising domestic costs resulting from higher import prices may impact household incomes and the affordability of consumer loans and mortgages. In turn this may affect businesses dependent on consumers for revenue. There has also been a reduction in activity in both commercial and residential real estate markets which has the potential to impact value of real estate assets and adversely affect mortgage assets.

Sentiment towards emerging markets as a whole continues to be driven in large part by developments in China, where there is some concern around the ability of authorities to manage growth while transitioning from manufacturing towards services. Although the Chinese government’s efforts to stably increase the weight of domestic demand have had some success, the pace of credit growth remains a concern, given the high level of leverage and despite regulatory action. A stronger than expected slowdown could result if authorities fail to appropriately manage the end of the investment and credit-led boom.

Deterioration in emerging markets could affect the Group if it results in higher impairment charges for the Group via sovereign or counterparty defaults.

More broadly, a deterioration of conditions in the key markets where the Group operates could affect performance in a number of ways including, for example: (i) deteriorating business, consumer or investor confidence leading to reduced levels of client activity, including demand for borrowing from creditworthy customers, or indirectly, a material adverse impact on GDP growth in significant markets and therefore on Group performance; (ii) higher levels of default rates and impairment; (iii) mark to market losses in trading portfolios resulting from changes in factors such as credit ratings, share prices and solvency of counterparties (iv) reduced ability to obtain capital from other financial institutions for the Group operations; and (v) lower levels of fixed asset investment and productivity growth overall.

ii) Interest rate rises adversely impacting credit conditions

To the extent that central banks increase interest rates particularly in the Group’s main markets, in the UK and the US, there could be an impact on consumer debt affordability and corporate profitability.

While interest rate rises could positively impact the Group’s profitability, as retail and corporate business income may increase due to margin de-compression, future interest rate increases, if larger or more frequent than expectations, could cause stress in the loan portfolio and underwriting activity of the Group. Higher credit losses driving an increased impairment allowance would most notably impact retail unsecured portfolios and wholesale non-investment grade lending.

Interest rates rising faster than expected could also have an adverse impact on the value of high quality liquid assets which are part of the Group Treasury function’s investment activity that could consequently create more volatility through the Group’s available for sale reserves than expected.

iii) Process of UK withdrawal from the European Union

The uncertainty and increased market volatility following the UK’s decision to leave the EU in 2019 is likely to continue until the exact nature of the future trading relationship with the EU becomes clear. The potential risks associated with an exit from the EU include:

 

setting of policies and controls; monitors the Group’s liquidity and interest rate maturity mismatch; monitors usage of regulatory and economic capital; and has oversight of the management of the Group’s capital plan.

The Head of Compliance chairs the Conduct and Reputational Risk Committee (CRRC) which assesses quality of the application of the Reputation and Conduct Risk Control Frameworks. It also recommends risk appetite, sets policies to ensure consistent adherence to that appetite, and reviews known and emerging reputational and conduct related risks to consider if action is required.

The Enterprise Wide Risk Management Committee (EWRMC) was established by, and derives its authority from, the CRO. It supports the CRO in the provision of oversight and challenge of the systems and controls in respect of risk management. EWRMC membership includes the CRO, CEO, Group Finance Director, Group General Counsel, and Head of Compliance.

Risk governance and assigning responsibilities

Responsibility for risk management resides at all levels of the Group, from the Board and the Executive Committee down through the organisation to each business manager and risk specialist. These responsibilities are distributed so that risk/return decisions are: taken at the most appropriate level; as close as possible to the business and, subject to robust and effective review and challenge. The responsibilities for effective review and challenge reside at all levels.

The ERMF was introduced as part of the Transform programme and sets out the activities, tools, techniques and organisational arrangements to ensure that all material risks are identified and understood, and that appropriate responses are in place to protect the

Group and prevent detriment to its customers, colleagues or community, enabling the Group to meets its goals, and enhance its ability to respond to new opportunities.

It covers those risks incurred by the Group that are foreseeable, continuous and material enough to merit establishing specific Group-wide control frameworks. These are known as Key Risks. See Principal Risks on page 96 for more information.

The ERMF is intended to be widely read with the aim of articulating a clear, consistent, comprehensive and effective approach for the management of all risks in the Group and creating the proper context for setting standards and establishing the right practices throughout the Group. The EMRF sets out a philosophy and approach that is applicable to the whole bank, all colleagues and to all types of risk and defines the roles and responsibilities of all employees with respect to risk management, including the CRO and the CEO. It also sets out specific requirements for key individuals, including the CRO and CEO, and the overall governance framework that will oversee its effective operation.

The EMRF supports risk management and control by ensuring that there is a:

¡ SustainableIncreased market risk with the impact on value of trading book positions, mainly in Barclays International, expected to be driven predominantly by currency and consistent implementation of the three lines of defence across all businesses and functions;interest rate volatility.

 

¡ FrameworkPotential for credit spread widening for UK institutions which could lead to reduced investor appetite for Barclays’ debt securities, which could negatively impact the managementcost of Principal Risks;

¡Consistent applicationand/or access to funding. Potential for continued market and interest rate volatility could affect the interest rate risk underlying, and potentially affect the value of, Barclays’ risk appetite across all Principal Risks; and

¡Clear and simple policy hierarchy.

Reporting and control

LOGO

the assets in the banking book, as well as
 

 

 |  95Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    79


Risk review

Material existing and emerging risks

securities held by Barclays for liquidity purposes.

 

Three lines of defence

The enterprise risk management process is the ‘defence’ and organising businesses and functions into three ‘lines’ enhances the E-R-M process by formalising independence and challenge, while still promoting collaboration and the flow of information between all areas. The three lines of defence operating model enables the Group to separate risk management activities:

First line:own and take risk, and implement controls

First line activities are characterised by:

¡ OwnershipChanges in the long-term outlook for UK interest rates which may adversely affect IAS 19 pension liabilities and the market value of and direct responsibility for the Group’s returns or elements of Barclays results;equity investments funding those liabilities.

 

¡ OwnershipIncreased risk of major operations, systemsa UK recession with lower growth, higher unemployment and processes fundamental to the operationfalling UK house prices. This would likely negatively impact a number of the bank;Barclays’ portfolios, particularly in Barclays UK, notably: higher Loan-to-Value mortgages, UK unsecured lending including credit cards and Commercial Real Estate exposures.

 

¡ Direct linkage of objective setting, performance assessment and rewardChanges to P&L performance.

Second line: oversee and challenge the first line, provide second line risk management activity and support controls

Second line activities are characterised by:

¡Oversight, monitoring and challenge ofcurrent EU “Passporting” rights which will likely require adjustments to the first line of defence activities;current model for the Group’s cross-border banking operation which could increase operational complexity and/or costs.

 

¡ Design, ownershipThe ability to attract, or operationprevent the departure of, Key Risk Control Frameworks impactingqualified and skilled employees may be impacted by the activitiesUK’s future approach to the EU freedom of movement and immigration from the first line of defence;EU countries and this may impact Barclays’ access to the EU talent pool.

 

¡ OperationThe legal framework within which Barclays operates could change and become more uncertain as the UK takes steps to replace or repeal certain laws currently in force, which are based on EU legislation and regulation (including EU regulation of certain second line risk management activities (e.g. work-outs);the banking sector). Certainty of existing contracts, enforceability of legal obligations and uncertainty around the outcome of disputes may be affected until the impacts of the loss of the current jurisdictional arrangements between UK and EU courts and the universal enforceability of judgements across the EU (including the status of existing EU case law) are fully known.

iv) Regulatory change agenda and impact on business model

The Group remains subject to ongoing significant levels of regulatory change and scrutiny in many of the countries in which it operates (including, in particular, the UK and the US). As a result, regulatory risk will remain a focus for senior management and consume significant levels of business resources. Furthermore, a more intensive regulatory approach and enhanced requirements together with the uncertainty (particularly in light of the UK’s decision to withdraw from the EU) and potential lack of international regulatory co-ordination as enhanced supervisory standards are developed and implemented may adversely affect the Group’s business, capital and risk management strategies and/or may result in the Group deciding to modify its legal entity structure, capital and funding structures and business mix, or to exit certain business activities altogether or not to expand in areas despite otherwise attractive potential.

The most significant of the regulatory reforms affecting the Group in 2018 is the creation of the ring-fenced Bank under the Bank’s structural reform programme (for more on Structural Reform, see Supervision and Regulation on page 162).

The implementation of these changes involves a number of risks which include:

The Group is restructuring its intra-group and external capital, funding and liquidity arrangements to meet regulatory requirements and support business needs. The changes will impact the sources of funding available to the different entities including their respective ability to access the capital markets. These changes may affect funding costs.

 

¡ No direct linkage of objective setting, performance assessment and reward to revenue (measures related to mitigation of losses and balancing risk and reward are permissible).

Third line: provide assurance that the E-R-M process is fit for purpose, and that it is being carried out as intended

Third line activities are characterised by:

¡Providing independent and timely assuranceThe changes to the BoardGroup structure may negatively impact the assessment made by credit rating agencies and Executive Managementcreditors over time. The risk profile and key risk drivers of the effectivenessring-fenced bank and the non ring-fenced bank will be specific to the activities and risk profile of governance, risk managementeach entity. As a result, different Group entities such as Barclays Bank PLC may also be assessed differently in future which could result in differences in credit ratings. Changes to the credit assessment at the Group or individual entity level, including the potential for ratings downgrades and control.

Principal Risks

A Principal Risk comprises individual Key Risk types to allow for more granular analysis of the associated risk. As at 31 December 2014 the six Principal Risks were: i) Credit; ii) Market; iii) Funding; iv) Operational; v) Conduct; and vi) Reputation. For 2015, reputation risk will be recognised as a Key Risk within Conduct Risk given the close alignment between them and the fact that as separate Principal Risks they had a common Principal Risk Officer.

Risk management responsibilities are laid out in the ERMF, which covers the categories of risk in which the Group has its most significant actual or potential risk exposures. The ERMF: creates clear ownership and accountability; ensures the Group’s most significant risk exposures are understood and managed in accordance with agreed risk appetite and risk tolerances; and ensures regular reporting of both risk exposures and the operating effectiveness of controls.

Each Key Risk is owned by a senior individual known as the Key Risk Officer who is responsible for developing a risk appetite statement and overseeing and managing the risk in line with the ERMF. This includes the documentation, communication and maintenance of a risk control framework which makes clear, for every business across the firm, the mandated control requirements in managing exposures to that Key Risk. These control requirements are given further specification, according to the business or risk type, to provide a complete and appropriate system of internal control.

Business function heads are responsible for obtaining ongoing assurance that the key controls they have put in place to manage the risks to their business objectives are operating effectively. Reviews are undertaken on a six-monthly basis and support the regulatory requirement for the Group to make an annual statement about its system of internal controls. At the business level executive management hold specific Business Risk Oversight Meetings to monitor all Principal Risks.

Key Risk Officers report their assessments of the risk exposure and control effectiveness to Group-level oversight committees and their assessments form the basis of the reports that go to the:

Board Financial Risk Committee:

¡Financial Risk Committee has oversightratings differences across entities, could impact access and cost of Credit and Market Riskscertain sources of funding.

 

¡ Treasury Committee has oversightImplementation of Funding Risk.

Board Conduct, Operational and Reputation Risk Committee:

¡Operational Riskring-fencing introduces a number of execution risks. Technology change could result in outages or operational errors. Legal challenge to the ring-fence transfer scheme may delay the transfer of assets and Control Committee has oversight of all Operational Risk types, withliabilities to the exception of Tax Risk, which is primarily overseen by the Tax Risk Committeering-fenced bank. Delayed delivery could increase reputational risk or result in regulatory non-compliance.

 

¡ ConductThere is a risk that Barclays does not meet regulatory requirements across the new structure. Failure to meet these requirements may have an adverse impact on the Group’s profitability, operating flexibility, flexibility of deployment of capital and Reputation Risk Committee has oversightfunding, return on equity, ability to pay dividends, credit ratings, and/or financial condition.

In addition to Structural Reform there are several other significant pieces of legislation/areas of focus which will require significant management attention, cost and resource:

Changes in prudential requirements, including the proposals for amendment of the ConductCRD IV and Reputation Risks.the BRRD (as part of the EU’s risk reduction measures package) may impact minimum requirements for own funds and eligible liabilities (MREL) (including requirements for internal MREL), leverage, liquidity or funding requirements, applicable buffers and/or add-ons to such minimum requirements and risk weighted assets calculation methodologies all as may be set by international, EU or national authorities from time to time. Such or similar changes to prudential requirements or additional supervisory and prudential expectations, either individually or in aggregate, may result in, among other things, a need for further management actions to meet the changed requirements, such as: increasing capital, MREL or liquidity resources, reducing leverage and risk weighted assets; restricting distributions on capital instruments; modifying the terms of outstanding capital instruments; modifying legal entity structure

Each Key Risk Officer also undertakes an annual programme of risk-based conformance reviews. A conformance review is undertaken by individuals who are independent of the management team running the operations and assesses the quality of conformance testing.

The following sections provide an overview of each of the six Principal Risks together with details of the structure and organisation of the relevant management function and its roles and responsibilities including how the impact of the risk to the Group may be minimised.

(including with regard to issuance and deployment of capital, MREL and funding for the Group); changing the Group’s business mix or exiting other businesses; and/or undertaking other actions to strengthen the Group’s position. (See Treasury and capital risk on pages 122 to 148 and Supervision and Regulation on pages 158 to 159 for more information).

The derivatives market has been the subject of particular focus for regulators in recent years across the G20 countries and beyond, with regulations introduced which require the reporting and clearing of standardised over-the-counter (OTC) derivatives and the mandatory margining of non-cleared OTC derivatives. Reforms in this area are ongoing with further requirements expected to be implemented in the course of 2018. More broadly, the recast Markets in Financial Instruments Directive in Europe (MiFID II), which came into force in January 2018, has fundamentally changed the European regulatory framework, and entails significant operational changes for market participants in a wide range of financial instruments as well as changes in market structures and practices. In addition, the EU Benchmarks Regulation which also came into force in January 2018 regulates the administration and use of benchmarks in the EU. Compliance with this evolving regulatory framework entails significant costs for market participants and is having a significant impact on certain markets in which the Group, notably Barclays International, operates. Other regulations applicable to swap dealers, including those promulgated by the US Commodity Futures Trading Commission, have imposed significant costs on the Group’s derivatives business. These and any future requirements, including the US SEC’s regulations relating to security-based swaps and the possibility of overlapping and/or contradictory requirements imposed on derivative transactions by regulators in different jurisdictions, are expected to continue to impact such business.

The Group and certain of its members are subject to supervisory stress testing exercises in a number of jurisdictions. These exercises currently include the programmes of the BoE, the EBA, the FDIC and the FRB. These exercises are designed to assess the resilience of banks to adverse economic or financial developments and enforce robust, forward-looking capital and liquidity management processes that account for the risks associated with their business profile. Assessment by regulators is on both a quantitative and qualitative basis, the latter focusing on the Group’s or certain of its members’ business model, data provision, stress testing capability and internal management processes and controls. The stress testing requirements to which the Group and its members are subject are becoming increasingly stringent. Failure to meet requirements of regulatory stress tests, or the failure by regulators to approve the stress test results and capital plans of the Group, could result in the Group being
 

 

96  |80    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk management

Credit risk management

    

    

required to enhance its capital position, limit capital distributions or position additional capital in specific subsidiaries. For more information on stress testing, please see Supervision and Regulation on page 158.

The introduction and implementation of both PSD2 and the Open API standards and data sharing remedy imposed by the UK Competition and Markets Authority following its Retail Banking Market Investigation Order (together “Open Banking”) from January 2018 is anticipated to transform the traditional UK banking model and conventional relationship between a customer and their bank. It will do this by providing customers with the ability to share their transactional data with authorised third party service providers either for aggregation or payment services. It is anticipated that these aggregation or payment services will be offered by third parties to Barclays customers. Members of the Barclays Group will be able to offer these same services to customers of other banks. A failure to comply with Open Banking requirements could expose Barclays to regulatory sanction, potential financial loss and reputational detriment. While Open Banking will affect the Group as a whole, the impact is likely to be particularly relevant for Barclays UK.

v) Certain potential consequences of ring-fencing to Barclays Bank PLC

In connection with the planned implementation in the first half of 2018 of ring fencing certain of the Group’s businesses, Barclays Bank PLC will transfer what are materially the assets and business of the Barclays UK division to another subsidiary of the Group, Barclays Bank UK PLC. Senior management expects that upon this transfer, the material risks with respect to the Barclays Bank PLC Group will be the same in all material respects as those risks with respect to the Group. However, senior management has identified certain potential differences in risks with respect to the Barclays Bank PLC Group as compared to risks to the Group.

The transfer of the assets and liabilities of the Barclays UK division from Barclays Bank PLC will mean that the Barclays Bank PLC Group will be less diversified than the Group as a whole. Barclays Bank PLC will not be the parent of Barclays Bank UK PLC and thus will not have recourse to the assets of Barclays Bank UK PLC. Relative to the Group, the Barclays Bank PLC Group will be, among other things:

more focused on businesses outside the UK, particularly in the US, and thus more exposed to the US economy and more affected by movements in the US dollar (and other non-sterling currencies) relative to sterling, with a relatively larger portion of its business exposed to US regulation;

more focused on wholesale businesses, such as corporate and investment banking and capital markets, which expose Barclays Bank PLC Group to a broader range of market conditions and to counterparty and operational risks and thus the financial performance of Barclays Bank PLC may be subject to greater fluctuations relative to that

of the Group as a whole or that of the ring-fenced bank;

more dependent on wholesale funding sources, as the UK retail deposit base will be transferred to the ring-fenced bank. The UK retail mortgage assets will also be transferred to the ring-fenced bank, which reduces Barclays Bank PLC’s access to funding sources reliant on residential mortgage collateral. The Barclays Bank PLC Group may therefore experience more difficult financing conditions and/or higher costs of funding including in situations of stress. As a result of the implementation of ring-fencing, different Group entities, such as Barclays Bank PLC, may be assessed differently by credit rating agencies, which may result in different, and possibly more negative, assessments of Barclays Bank PLC’s credit and thus in lower credit ratings than the credit ratings of the Group, which in turn could adversely affect the sources and costs of funding for Barclays Bank PLC; and

potentially subject to different regulatory obligations, including different liquidity requirements and capital buffers.

As a result of any or all of the foregoing, implementation of ring-fencing may adversely affect the market value and/or liquidity of securities issued by Barclays Bank PLC.

Material existing and emerging risks impacting individual Principal Risks

i) Credit risk

a) Impairment

The introduction of the impairment requirements ofIFRS 9 Financial Instruments, implemented on 1 January 2018, results in higher impairment loss allowances that are recognised earlier, on a more forward looking basis and on a broader scope of financial instruments than is the case under IAS 39 and, as a result, will have a material impact on the Group’s financial condition. Measurement involves increased complex judgement and impairment charges will tend to be more volatile. Unsecured products with longer expected lives, such as revolving credit cards, are the most impacted. The capital treatment on the increased reserves has the potential to adversely impact regulatory capital ratios. In addition, the move from incurred to expected credit losses has the potential to impact the Group’s performance under stressed economic conditions or regulatory stress tests. For more information please refer to Note 1 on pages 195 to 200.

b) Specific sectors

The Group is subject to risks arising from changes in credit quality and recovery rate of loans and advances due from borrowers and counterparties in a specific portfolio. Any deterioration in credit quality could lead to lower recoverability and higher impairment in a specific sector. The following are areas of uncertainties to the Group’s portfolio which could have a material impact on performance.

UK real estate market.With UK property representing a significant portion of the overall UK Corporate and Retail credit exposure, the Group is at risk from a fall in property prices in both the residential and commercial sectors in the UK.

Strong house price growth in London and the South East of the UK, fuelled by foreign investment, strong buy-to-let (BTL) demand and subdued housing supply, has resulted in affordability metrics becoming stretched. Average house prices as at the end of 2017 were more than 5.6 times average earnings.

Large single name losses.The Group has large individual exposures to single name counterparties both in its lending activities and in its financial services and trading activities, including transactions in derivatives and transactions with brokers, central clearing houses, dealers, other banks, mutual and hedge funds and other institutional clients. The default of such counterparties could have a significant impact on the carrying value of these assets. In addition, where such counterparty risk has been mitigated by taking collateral, credit risk may remain high if the collateral held cannot be realised, or has to be liquidated at prices which are insufficient to recover the full amount of the loan or derivative exposure. Any such defaults could have a material adverse effect on the Group’s results due to, for example, increased credit losses and higher impairment charges.

Leverage finance underwriting.The Group takes on sub-investment grade underwriting exposure, including single name risk, particularly in the US and Europe. The Group is exposed to credit events and market volatility during the underwriting period. Any adverse events during this period may potentially result in loss for the Group, mainly through Barclays International, or an increased capital requirement should there be a need to hold the exposure for an extended period.

ii) Market risk

Market volatility

Elevated market volatility, which can be triggered and/or aggravated by disappointment in economic data, divergent monetary policies, political uncertainty or conflicts, would likely entail a significant deflation of assets which in turn may put under strain counterparties and have knock-on effects on the bank.

In addition, the Group’s trading business is generally exposed to a prolonged period of elevated asset price volatility, particularly if it negatively affects the depth of marketplace liquidity. Such a scenario could impact the Group’s ability to execute client trades and may also result in lower client flow-driven income and/or market-based losses on its existing portfolio of market risks. These can include having to absorb higher hedging costs from rebalancing risks that need to be managed dynamically as market levels and their associated volatilities change.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    81


Risk review

Material existing and emerging risks

 

Credit

iii) Treasury and capital risk

The risk of suffering financial loss should any of the Group’s customers, clients or market counterparties fail to fulfil their contractual obligations to the Group.

Overview

The grantingGroup may not be able to achieve its business plans due to, among other things: a) being unable to maintain appropriate capital ratios; b) being unable to meet its obligations as they fall due; c) rating agency downgrades; d) adverse changes in foreign exchange rates on capital ratios; e) adverse movements in the pension fund; f) non-traded market risk/interest rate risk in the banking book.

a) Inability to maintain prudential ratios and other regulatory requirements

Inability to maintain appropriate prudential ratios could lead to: an inability to support business activity; a failure to meet regulatory capital requirements including any additional capital add-ons or the requirements set for regulatory stress tests; increased cost of funding due to deterioration in investor appetite or credit is oneratings; restrictions on distributions including the ability to meet dividend targets; and/or the need to take additional measures to strengthen the Group’s capital or leverage position.

b) Inability to manage liquidity and funding risk effectively

Inability to manage liquidity and funding risk effectively may result in the Group either not having sufficient financial resources to meet its payment obligations as they fall due or, although solvent, only being able to meet these obligations at excessive cost. This could cause the Group to fail to meet regulatory liquidity standards, be unable to support day-to-day banking activities (including meeting deposit withdrawals or funding new loans) or no longer be a going concern.

The stability of the Group’s current funding profile, in particular that part which is based on accounts and savings deposits payable on demand or at short notice, could be affected by the Group failing to preserve the current level of customer and investor confidence. The Group also regularly accesses the capital markets to provide long-term funding to support its operations. Several factors, including adverse macroeconomic conditions, adverse outcomes in legal, regulatory or conduct matters and loss of confidence by investors, counterparties and/ or customers in the Group, can affect the ability of the Group to access the capital markets and/ or the cost and other terms upon which the Group is able to obtain market funding.

c) Credit rating changes and the impact on funding costs

Any potential or actual credit rating agency downgrades could significantly increase the Group’s borrowing costs, credit spreads and materially adversely affect the Group’s interest margins and liquidity position which may, as a result, significantly diverge from current expectations. Such adverse changes would also have a negative impact on the Group’s overall performance.

d) Adverse changes in FX rates impacting capital ratios

The Group has capital resources, risk weighted assets and leverage exposures denominated in

foreign currencies. Changes in foreign currency exchange rates may adversely impact the Sterling equivalent value of these items. As a result, the Group’s regulatory capital ratios are sensitive to foreign currency movements, and any failure to appropriately manage the Group’s balance sheet to take account of foreign currency movements could result in an adverse impact on regulatory capital and leverage ratios.

e) Adverse movements in the pension fund

Adverse movements in pension assets and liabilities for defined benefit pension schemes could result in a pension deficit which, depending on the specific circumstance, may require the Group to make substantial additional contributions to its pension plans. The liabilities discount rate is a key driver and, in accordance with International Financial Reporting Standards (IAS 19), is derived from the yields of high quality corporate bonds (deemed to be those with AA ratings) and consequently includes exposure to both UK sovereign gilt yields and corporate credit spreads.

Therefore, the valuation of the Group’s defined benefits schemes would be adversely affected by a prolonged fall in the discount rate due to a persistent low rate and/or credit spread environment. Inflation is another significant risk driver to the pension fund, as the liabilities are adversely impacted by an increase in long-term inflation expectations.

f) Non-traded market risk/interest rate risk in the banking book

A liquidity buffer investment return shortfall could increase the Bank’s cost of funds and impact the capital ratios. The Bank’s structural hedge programmes for interest rate risk in the banking book rely heavily on behavioural assumptions, as a result, the success of the hedging strategy is not guaranteed. A potential mismatch in the balance or duration of the hedge assumptions could lead to earnings deterioration.

iv) Operational risk

a) Cyber threat

The frequency of cyber attacks continues to grow on an annual basis and is a global threat and is inherent across all industries, including the financial sector. As the financial sector remains a primary target for cyber criminals, 2017 saw a number of highly publicised attacks involving ransomware, theft of intellectual property, customer data and service unavailability across a wide range of organisations.

The cyber threat increases the inherent risk to the availability of the Group’s services and to the Group’s data (whether it is held by the Group or in its supply chain), to the integrity of financial transactions of the Group, its clients, counterparties and customers. Failure to adequately manage this threat and to continually evolve enterprise security and provide an active cyber security response capability could result in increased fraud losses, inability to perform critical economic functions, customer detriment, potential regulatory

censure and penalty, legal liability, reduction in shareholder value and reputational damage.

b) Service resilience

Loss of or disruption to the Group’s business processing, whether arising through impacts on technology systems, real estate services, personnel availability or the support of major sourcessuppliers, represents a material inherent risk theme for the Group.

Building resilience into business processes and into the services of technology, real estate and suppliers on which those processes depend can reduce disruption to the Group’s business activities or avoid it altogether. Failure to do so may result in significant customer detriment, cost to reimburse losses incurred by our customers, potential regulatory censure or penalty, and reputational damage.

c) Outsourcing

The Group depends on suppliers for the provision of many of its services and the development of future technology driven product propositions, though the Group continues to be accountable for risk arising from the actions of such suppliers. Failure to monitor and control the Group’s suppliers could potentially lead to client information, or critical infrastructures and services, not being adequately protected or available when required.

The dependency on suppliers and sub-contracting of outsourced services introduces concentration risk where the failure of specific suppliers could have an impact on our ability to continue to provide services that are material to the Group, especially for those individual businesses within the Group to which many services are provided centrally by the newly established Group Service Company.

Failure to adequately manage outsourcing risk through control environments which remain robust to ever changing threats and challenges could result in increased losses, inability to perform critical economic functions, customer detriment, potential regulatory censure and penalty, legal liability and reputational damage.

d) Operational precision and payments

The risk of material errors in operational processes, including payments, are exacerbated during the present period of significant levels of structural and regulatory change, the evolving technology landscape, and a transition to digital channel capabilities.

Material operational or payment errors could disadvantage the Group’s customers, clients or counterparties and could result in regulatory censure and penalties, legal liability, reputational damage and financial loss by the bank.

e) New and emergent technology

Technological advancements present opportunities to develop new and innovative ways of doing business across the Group, with new solutions being developed both in-house and in association with third party companies. Introducing new forms of technology has the potential to increase inherent risk.

82    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Failure to closely monitor risk exposure could lead to customer detriment, loss of business, regulatory censure, missed business opportunity and reputational damage.

f) Fraud

Fraud is a constantly evolving risk to the Group. This is exacerbated during periods of significant change, including the digitisation of products, which carry higher levels of inherent risk. As the Group continues to invest in new and upgraded fraud systems, criminals continually adapt and become ever more sophisticated in their approach. Risks from social engineering and attempts to trick customers into authorising payments also continue to grow and increasing regulatory focus is placing more responsibility on the industry to protect consumers.

In addition, internal fraud arising from areas such as failure of the Group’s trading controls could result in high profile material losses together with regulatory censure / penalties and significant reputational damage.

g) Ability to hire and retain appropriately qualified employees

The Group has resource requirements to support existing revenue streams, moves into new business models and to deliver complex multi-year regulatory commitments and mandatory change. These commitments require diversified and specialist skilled colleagues and Barclays’ ability to attract, develop and retain such a diverse mix of talent is key to the delivery of its core business activity and strategy. This is impacted by a range of external and internal factors. External regulation such as the introduction of the Individual Accountability Regime and the required deferral and clawback provisions of our compensation arrangements may make Barclays a less attractive proposition relative to both our international competitors and other industries. Similarly, the impact of exit of the UK from the EU, in March 2019 (see Process of UK withdrawal from the European Union on page 79), could potentially have a more immediate impact on our ability to hire and retain key employees.

Failure to attract or prevent the departure of appropriately qualified and skilled employees who are dedicated to overseeing and managing current and future regulatory standards and expectations, or who have the necessary diversified skills required to deliver the Group strategy, could negatively impact our financial performance, control environment and level of employee engagement. Additionally, this may result in disruption to service which could in turn lead to disenfranchising certain customer groups, customer detriment and reputational damage.

h) Tax risk

The Group is required to comply with the domestic and international tax laws and practice of all countries in which it has business operations. There is a risk that the Group could suffer losses due to additional tax charges, other financial costs or reputational damage as a result of failing to comply with such laws and

practice, or by failing to manage its tax affairs in an appropriate manner, with much of this risk attributable to the international structure of the Group. The Tax Cuts and Jobs Act has introduced substantial changes to the US tax system, including the introduction of a new tax, the Base Erosion Anti-Abuse Tax. These changes have increased the Group’s tax compliance obligations and require a number of system and process changes which introduce additional operational risk. In addition, increasing customer tax reporting requirements around the world and the digitisation of the administration of tax has potential to increase the Group’s tax compliance burden further.

i) Critical accounting estimates and judgements

The preparation of financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise judgement in applying relevant accounting policies. The key areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the consolidated and individual financial statements include credit impairment charges for amortised cost assets, taxes, fair value of financial instruments, pensions and post-retirement benefits, and provisions including conduct and legal, competition and regulatory matters. There is a risk that if the judgement exercised, or the estimates or assumptions used, subsequently turn out to be incorrect, this could result in significant loss to the Group, beyond what was anticipated or provided for.

The further development of standards and interpretations under IFRS could also significantly impact the financial results, condition and prospects of the Group.

j) Data management & information protection

The Group holds and processes large volumes of data, including personally identifiable information, intellectual property, and financial data. Failure to accurately collect and maintain this data, protect it from breaches of confidentiality and interference with its availability exposes the Bank to the risk of loss or unavailability of data (including customer data covered under vi), c) Data protection and privacy below), data integrity issues and could result in regulatory censure, legal liability and reputational damage.

v) Model risk

a)Enhanced model risk management requirements

Barclays relies on models to support a broad range of business and risk management activities, including informing business decisions and strategies, measuring and limiting risk, valuing exposures (including the calculation of impairment), conducting stress testing, assessing capital adequacy, supporting new business acceptance and risk/ reward evaluation, managing client assets, and meeting reporting requirements.

Models are, by their nature, imperfect and incomplete representations of reality because they rely on assumptions and inputs, and so

they may be subject to errors affecting the accuracy of their outputs. For instance, the quality of the data used in models across Barclays has a material impact on the accuracy and completeness of our risk and financial metrics.

Models may also be misused. Model errors or misuse may result in the Group making inappropriate business decisions and being subject to financial loss, regulatory risk, reputational risk and/or inadequate capital reporting.

vi) Conduct risk

There is the risk of detriment to customers, clients, market integrity, competition or Barclays from the inappropriate supply of financial services, including instances of wilful or negligent misconduct. This risk could manifest itself in a variety of ways:

a) Product governance and life cycle

Ineffective product governance, including design, approval and review of products, inappropriate controls over internal and third party sales channels and post sales services could lead to poor customer outcomes, as well as regulatory sanctions, financial loss and reputational damage.

b) Financial crime

The Group may be adversely affected if it fails to effectively mitigate the risk that its employees or third parties facilitate, or that its products and services are used to facilitate financial crime (money laundering, terrorist financing, bribery and corruption and sanctions evasion). A major focus of US and UK government policy relating to financial institutions continues to be combating money laundering and enforcing compliance with US and EU economic sanctions. The failure to comply with such regulations may result in enforcement actions by the regulators and in the imposition of severe penalties, with a consequential impact on the Group’s reputation and financial results.

c) Data protection and privacy

Proper handling of personal data is critical to sustaining long-term relationships with our customers and clients and to meeting privacy laws and obligations. Failure to protect personal data can lead to potential detriment to our customers and clients, reputational damage, regulatory sanctions and financial loss, which under the new EU Data Protection Regulation may be substantial.

d) Regulatory focus on culture and accountability

Regulators around the world continue to emphasise the importance of culture and personal accountability and the adoption and enforcement of adequate internal reporting and whistleblowing procedures in helping to promote appropriate conduct and drive positive outcomes for customers, clients and markets. Failure to meet the requirements and expectations of the UK Senior Managers Regime, Certification Regime and Conduct Rules may lead to regulatory sanctions, both for the individuals and the firm.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    83


Risk review

Material existing and emerging risks

vii) Reputation risk

a) Barclays’ association with sensitive sectors and its impact on reputation

A risk arising in one business area can have an adverse effect upon Barclays’ overall reputation; any one transaction, investment or event that, in the perception of key stakeholders reduces their trust in the Group’s integrity and competence, has the potential to give rise to reputation risk for Barclays and may result in loss of business, regulatory censure and missed business opportunity.

Barclays’ association with sensitive sectors is an area of concern for stakeholders and the following topics are of regular interest:

Disclosure of climate risks and opportunities, including the activities of certain sections of the client base. This is becoming the subject of increased scrutiny from regulators, NGOs and other stakeholders.

The risks of association with human rights violations through the perceived indirect involvement in human rights abuses committed by clients and customers.

The manufacture and export of military and riot control goods and services by clients and customers.

viii) Legal risk and legal, competition and regulatory matters

Legal disputes, regulatory investigations, fines and other sanctions relating to conduct of business and breaches of legislation and/or regulations may negatively affect the Group’s results, reputation and ability to conduct its business. Legal outcomes can arise as a consequence of legal risk or because of past and future actions, behaviours and business decisions as a result of other Principal Risks.

The Group conducts diverse activities in a highly regulated global market and therefore is exposed to the risk of fines and other sanctions relating to the conduct of its business. In recent years, authorities have increasingly investigated past practices, pursued alleged breaches and imposed heavy penalties on financial services firms. This trend is expected to continue. A breach of applicable legislation and/or regulations could result in the Group or its staff being subject to criminal prosecution, regulatory censure, fines and other sanctions in the jurisdictions in which it operates, particularly in the UK and the US. Where clients, customers or other third parties are harmed by the Group’s conduct, this may also give rise to legal proceedings, including class actions. Other legal disputes may also arise between the Group and third parties relating to matters such as breaches, enforcement of legal rights or obligations arising under contracts, statutes or common law. Adverse findings in any such matters may result in the Group being liable to third parties seeking damages, or may result in the Group’s rights not being enforced as intended.

Details of legal, competition and regulatory matters to which the Group is currently exposed are set out in Note 29. In addition to matters specifically described in Note 29, the Group is engaged in various other legal proceedings in

the UK and US and a number of other overseas jurisdictions which arise in the ordinary course of business. The Group is also subject to requests for information, investigations and other reviews by regulators, governmental and other public bodies in connection with business activities in which the Group is or has been engaged. The Group is cooperating with the relevant authorities and keeping all relevant agencies briefed as appropriate in relation to these matters and others described in Note 29 on an ongoing basis.

The outcome of legal, competition and regulatory matters, both those to which the Group is currently exposed and any others which may arise in the future, is difficult to predict. However, in connection with such matters the Group may incur significant expense, regardless of the ultimate outcome, and any such matters could expose the Group to any of the following outcomes: substantial monetary damages, settlements and/or fines; remediation of affected customers and clients; other penalties and injunctive relief; additional litigation; criminal prosecution in certain circumstances; the loss of any existing agreed protection from prosecution; regulatory restrictions on the Group’s business operations including the withdrawal of authorisations; increased regulatory compliance requirements; suspension of operations; public reprimands; loss of significant assets or business; a negative effect on the Group’s reputation; loss of confidence by investors, counterparties, clients and or customers; risk of credit rating agency downgrades; potential negative impact on the availability and/or cost of funding and liquidity; and/or dismissal or resignation of key individuals. In light of the uncertainties involved in legal, competition and regulatory matters, there can be no assurance that the outcome of a particular matter or matters will not be material to the Group’s results of operations or cash flow for a particular period, depending on, among other things, the amount of the loss resulting from the matter(s) and the amount of income otherwise reported for the period.

In January 2017, Barclays PLC was sentenced to serve three years of probation from the date of the sentencing order in accordance with the terms of its May 2015 plea agreement with the DOJ. During the term of probation Barclays PLC must, among other things, (i) commit no crime whatsoever in violation of the federal laws of the US, (ii) implement and continue to implement a compliance program designed to prevent and detect the conduct that gave rise to the plea agreement and (iii) strengthen its compliance and internal controls as a significant risk,required by relevant regulatory or enforcement agencies. Potential consequences of breaching the plea agreement include the imposition of additional terms and conditions on the Group, dedicates considerable resourcesan extension of the agreement, or the criminal prosecution of Group entities, which could, in turn, entail further financial penalties and collateral consequences and have a material adverse effect on the Group’s business, operating results or financial position.

There is also a risk that the outcome of any legal, competition or regulatory matters in

which the Group is involved may give rise to its control. changes in law or regulation as part of a wider response by relevant law makers and regulators. A decision in any matter, either against the Group or another financial institution facing similar claims, could lead to further claims against the Group.

84    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Principal Risk management

Credit risk management

Credit risk (audited)

The risk of loss to the firm from the failure of clients, customers or counterparties, including sovereigns, to fully honour their obligations to the firm, including the whole and timely payment of principal, interest, collateral and other receivables.

Overview

The credit risk that the Group faces arises mainly from wholesale and retail loans and advances together with the counterparty credit risk arising from derivative contracts entered into with clients. Other sources of credit risk arise from trading activities, including: debt securities, settlement balances with market counterparties, available for sale assets and reverse repurchase loans.

Credit risk management objectives are to:

 

¡ Maintainmaintain a framework of controls to ensureenable credit risk-taking isrisk taking to be based on sound credit risk management principles;

 

¡ Identify,identify, assess and measure credit risk clearly and accurately across the Group and within each separate business, from the level of individual facilities up to the total portfolio;

¡ Controlcontrol and plan credit risk-taking in line with external stakeholder expectations and avoiding undesirable concentrations;

 

¡ Monitormonitor credit risk and adherence to agreed controls; and

 

¡ Ensure thatenable risk-reward objectives areto be met.

More information covering the reporting of credit risk can be found in Barclays PLC Pillar 3 Report 2017.

Organisation and structure

Wholesale and retail portfolios are managed separately to reflect the differing nature of the assets; wholesale balances tend to be larger and are managed on an individual basis, while retail balances are larger in number but smaller in value and are, therefore, managed on a homogenoushomogeneous portfolio basis.

Responsibilities of creditCredit risk management hasresponsibilities have been structured so that decisions are taken as close as possible to the business, while ensuringenforcing robust review and challenge of performance, risk infrastructure and strategic plans. The credit risk management teams in each business are accountable to the relevant business Chief Risk OfficerBusiness CRO who, in turn, reports to the Group CRO.

LOGO

|  97


Roles and responsibilities

The responsibilities of the credit risk management teams in the businesses, the sanctioning team and other shared services include: sanctioning new credit agreements (principally wholesale); setting the policies for approval of transactions (principally retail); setting risk appetite; monitoring risk against limits and other parameters; maintaining robust processes, data gathering, quality, storage and reporting methods for effective credit risk management; for wholesale portfolios performing effective turnaround and workout scenarios for wholesale portfolios via dedicated restructuring and recoveries teams; for retail portfolios maintaining robust collections and recovery processes/units;units for retail portfolios; and review and validation of credit risk measurement models.

For wholesale portfolios, credit risk approval is undertaken by experienced credit risk professionals operating within a clearly defined delegated authority framework, with only the most senior credit officers entrusted with the higher levels of delegated authority. The largest credit exposures, which are approved atoutside the Risk Sanctioning Unit or Risk Distribution Committee authority require the support of the Group Senior Credit Committee whichOfficers (GSCOs), the Group’s most senior credit risk sanctioners. For exposures in excess of the GSCOs’ authority, approval from the Group CRO is managed by the central risk function.required. In the wholesale portfolios, credit risk managers are organised in sanctioning teams by geography, industry and/or product.

The role of the Central Risk function is to provide Group-wide direction, oversight and challenge of credit risk-taking. Central riskRisk sets the Credit Risk Control Framework, which provides athe structure within which credit risk is managed, together with supporting credit risk policies.

Organisation and structure

LOGO

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    85


Risk review

Principal Risk management

Credit risk management

Credit risk mitigation

The Group employs a range of techniques and strategies to actively mitigate credit risks to which it is exposed.risks. These can broadly be divided into three types: netting and set-off; collateral; and risk transfer.

netting and set-off

collateral

risk transfer

Netting and set-off

In most jurisdictions in which the Group operates, credit risk exposures can be reduced by applying netting and set-off. In exposure terms, this credit risk mitigation technique has the largest overall impact on net exposure to derivative transactions, compared with other risk mitigation techniques.

For derivative transactions, the Group’s normal practice is to enter into standard master agreements with counterparties (e.g. ISDA)ISDAs). These master agreements typically allow for netting of credit risk exposure to a counterparty resulting from a derivative transactiontransactions against the Group’s obligations to the counterparty in the event of default, toand so produce a lower net credit exposure. These agreements may also reduce settlement exposure (e.g. for foreign exchange transactions) by allowing for payments on the same day in the same currency to be set offset-off against one another.

Collateral

The Group has the ability to call on collateral in the event of default of the counterparty, comprising:

 

¡ Homehome loans:a fixed charge over residential property in the form of houses, flats and other dwellingsdwellings. The value of collateral is impacted by property market conditions which drive demand and therefore value of the property. Other regulatory interventions on ability to repossess, longer period to repossession and granting of forbearance may also affect the collateral value.

 

¡ Wholesalewholesale lending:a fixed charge over commercial property and other physical assets, in various formsforms.

¡ Otherother retail lending:includes charges over motor vehiclesvehicle and other physical assets,assets; second lien charges over residential property, which are subordinate to first charges held either by the Group or by another party; and finance lease receivables, for which typically the Group retains legal title to the leased asset and has the right to repossess the asset on the default of the borrower.

 

¡ Derivatives: derivatives:the Group also often seeks to enter into a margin agreement (e.g. Credit Support Annex (CSA))Annex) with counterparties with which the Group has master netting agreements in placeplace. These annexes to master agreements provide a mechanism for further reducing credit risk, whereby collateral (margin) is posted on a regular basis (typically daily) to collateralise the mark to market exposure of a derivative portfolio measured on a net basis. The Group may additionally negotiate the receipt of an independent amount further mitigating risk by collateralising potential mark to market exposure moves.

 

¡ Reversereverse repurchase agreements:collateral typically comprises highly liquid securities which have been legally transferred to the Group subject to an agreement to return them for a fixed priceprice.

 

¡ Financialfinancial guarantees and similar off-balanceoff- balance sheet commitments:cash collateral may be held against these arrangementsarrangements.

Risk transfer

A range of instruments including guarantees, credit insurance, credit derivatives and securitisation can be used to transfer credit risk from one counterparty to another. These mitigate credit risk in two main ways:

 

¡ Ifif the risk is transferred to a counterparty which is more credit worthycreditworthy than the original counterparty, then overall credit risk will have beenis reduced

 

¡ Wherewhere recourse to the first counterparty remains, both counterparties must default before a loss materialises. This will beis less likely than the default of either counterparty individually so credit risk is reducedreduced.

Detailed policies are in place to ensure thatappropriately recognise and record credit risk mitigation is appropriately recognised and recorded and more information can be found on pages 364-366.in the Barclays PLC Pillar 3 Report 2017.

 

 

98  |86    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk management

Market risk management

 

Risk review

Principal Risk management

Market risk management

 

 

Market risk

The risk of a reduction to earnings or capital due to volatility of the trading book positions or an inability to hedge the banking book balance sheet.

OverviewMarket risk (audited)

TradedThe risk of loss arising from potential adverse changes in the value of the firm’s assets and liabilities from fluctuation in market riskvariables including, but not limited to, interest rates, foreign exchange, equity prices, commodity prices, credit spreads, implied volatilities and asset correlations.

Traded market

Overview

Market risk arises primarily as a result of client facilitation in wholesale markets, involving market making activities, risk management solutions and execution of syndications. Upon execution of a trade with a client, the Group will look to hedge against the risk of the trade moving in an adverse direction. Mismatches between client transactions and hedges result in market risk due to changes in asset prices.

Non-traded market risk

Banking book operations generate non-traded market risk, primarily through interest rate risk arising from the sensitivity of net interest margins to changes in interest rates. The principal banking business PCB engages in internal derivative trades with Treasury to manage this interest rate risk to within its defined risk appetite, however, the businesses remain susceptible to market risk from four key sources:

¡Prepayment risk: Balance run-off may be faster or slower than expected due to customer behaviour in response to general economic conditions or interest rates. This can lead to a mismatch between the actual balance of products and the hedges executed with Treasury based on initial expectations

¡Recruitment risk: The volume of new business may be lower or higher than expected requiring the business to unwind or execute hedging transactions with Treasury at different rates than expected

¡Residual risk and margin compression: The business may retain a small element of interest rate risk to facilitate the day-to-day management of customer business. Additionally, in the current low rate environment, deposits on which the Group sets the interest rate are exposed to margin compression. This is because for any further fall in base rate the Group must absorb an increasing amount of the rate move in its margin

¡Lag risk: The risk of being unable to re-price products immediately after a change in interest rates due to mandatory notification periods. This is highly prevalent in managed rates saving products (e.g. Every Day Saver) where customers must be informed in writing of any planned reduction in their savings rate

Organisation and structure

Traded marketMarket risk in the businessbusinesses resides primarily in Investment Bank,Barclays International and Group Treasury, Africa Banking and Non-Core.Treasury. These businesses have the mandate to incur traded market risk. Non-tradedMarket risk oversight and challenge is provided by business Committees and Group Committees, including the Market Risk Committee.

Roles and responsibilities

The objectives of market risk management are to:

understand and control market risk by robust measurement, limit setting, reporting and oversight

facilitate business growth within a controlled and transparent risk management framework

control market risk in the businesses according to the allocated appetite

To meet the above objectives, a well established governance structure is mostly incurred in PCBplace to manage these risks consistent with the ERMF. See page 77 on risk management strategy, governance and Barclaycard.risk culture.

The BRC recommends market risk appetite to the Board for their approval. The Market Risk Principal Risk Lead (PR Lead) is responsible for the Market Risk Control Framework and, under delegated authority from the Group CRO, agrees with the Business CROs a limit framework within the context of the approved market risk appetite.

The Market Risk Committee approves and makes recommendations concerning the Group-wide market risk profile. This includes overseeing the operation of the Market Risk Framework and associated standards and policies; reviewing arising market or regulatory issues, limits and utilisation; and risk appetite levels to the Board. The Committee is chaired by the PR Lead and attendees include the business heads of market risk, business aligned market risk managers and Internal Audit.

The head of each business is accountable for all market risks associated with its activities, while the head of the market risk team covering each business is responsible for implementing the risk control framework for market risk.

More information on market risk management can be found in Barclays PLC Pillar 3 Report 2017.

Management Value at Risk

estimates the potential loss arising from unfavourable market movements, over one day for a given confidence level

differs from the Regulatory value at risk (VaR) used for capital purposes in scope, confidence level and horizon

backtesting is performed to test the model is fit for purpose.

VaR is an estimate of the potential loss arising from unfavourable market movements if the current positions were to be held unchanged for one business day. For internal market risk management purposes, a historical simulation methodology with a two-year equally weighted historical period, at the 95% confidence level is used for all trading books and some banking books.

The Management VaR model in some instances may not appropriately measure some market risk exposures, especially for market moves that are not directly observable via prices. Market risk managers are required to identify risks which are not adequately captured in VaR (‘risks not in VaR’ or ‘RNIVs’).

When reviewing VaR estimates, the following considerations are taken into account:

the historical simulation uses the most recent two years of past data to generate possible future market moves, but the past may not be a good indicator of the future;

the one-day time horizon may not fully capture the market risk of positions that cannot be closed out or hedged within one day;

VaR is based on positions as at close of business and consequently, it is not an appropriate measure for intra-day risk arising from a position bought and sold on the same day;

VaR does not indicate the potential loss beyond the VaR confidence level.

Limits are applied at the total level as well as by risk factor type, which are then cascaded down to particular trading desks and businesses by the market risk management function.

See page 120 for a review of management VaR in 2017.

Organisation and structure

LOGO

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    87


Risk review

Principal Risk management

Treasury and capital risk management

Treasury and capital risk

Liquidity risk:The risk that the firm is unable to meet its contractual or contingent obligations or that it does not have the appropriate amount, tenor and composition of funding and liquidity to support its assets

Capital risk:The risk that the firm has an insufficient level or composition of capital to support its normal business activities and to meet its regulatory capital requirements under normal operating environments or stressed conditions (both actual and as defined for internal planning or regulatory testing purposes). This includes the risk from the firm’s pension plans

Interest rate risk in the banking book:The risk that the firm is exposed to capital or income volatility because of a mismatch between the interest rate exposures of its (non-traded) assets and liabilities.

Overview

Barclays Treasury manages treasury and capital risk on a day-to-day basis with the Treasury Committee acting as the principal management body. To enforce effective oversight and segregation of duties and in line with the ERMF, the Treasury and capital Risk function is responsible for oversight of key capital, liquidity, interest rate risk in the banking book (IRRBB) and pension risk management activities. The following describes the structure and governance associated with the risk types within the Treasury and capital Risk function.

Liquidity risk management (audited)

Overview

The efficient management of liquidity is essential to the Group in retaining the confidence of the financial markets and maintaining that the business is sustainable. There is a control framework in place for managing liquidity risk and this is designed to meet the following objectives:

To maintain liquidity resources that are sufficient in amount and quality and a funding profile that is appropriate to meet the liquidity risk appetite as expressed by the Board
To maintain market confidence in the Group’s name.

This is achieved via a combination of policy formation, review and governance, analysis, stress testing, limit setting and monitoring. Together, these meet internal and regulatory requirements.

Roles and responsibilities

The Treasury and Capital Risk function is responsible for the management and governance of the liquidity risk mandate defined by the Board and the production of ILAAPs. Treasury has the primary responsibility for managing liquidity risk within the set risk appetite. The CRO for treasury and capital risk reports to the Group CRO.

Barclays’ comprehensive control framework for managing the Group’s liquidity risk is designed to deliver the appropriate term and structure of funding consistent with the Liquidity Risk Appetite (LRA) set by the Board.

The Board sets the LRA based on the internal liquidity risk model and external regulatory requirements namely the Liquidity Coverage Ratio (LCR). The LRA is represented as the level of risk the Group chooses to take in pursuit of its business objectives and in meeting its regulatory obligations. The approved LRA is implemented in line with the control framework and policy for liquidity risk.

The control framework incorporates a range of ongoing business management tools to monitor, limit and stress test the Group’s balance sheet and contingent liabilities and the Recovery Plan. Limit setting and transfer pricing are tools that are designed to control the level of liquidity risk taken and drive the appropriate mix of funds. Together, these tools reduce the likelihood that a liquidity stress event could lead to an inability to meet the Group’s obligations as they fall due. The control framework is subject to internal conformance testing and internal audit review.

The liquidity stress tests assess the potential contractual and contingent stress outflows under a range of scenarios, which are then used to determine the size of the liquidity pool that is immediately available to meet anticipated outflows if a stress occurs.

The Group maintains a range of management actions for use in a liquidity stress, these are documented in the Group Recovery Plan. Since the precise nature of any stress event cannot be known in advance, the actions are designed to be flexible to the nature and severity of the stress event and provide a menu of options that can be drawn upon as required. The Barclays Group Recovery Plan also contains more severe recovery options to generate additional liquidity in order to facilitate recovery in a severe stress. Any stress event would be regularly monitored and reviewed using key management information by key Treasury, Risk and business representatives.

Organisation and structure

LOGO

Capital risk management (audited)

Overview

Capital risk is managed through ongoing monitoring and management of the capital position, regular stress testing and a robust capital governance framework.

Roles and responsibilities

The management of capital risk is integral to the Group’s approach to financial stability and sustainability management, and is embedded in the way businesses and legal entities operate.

Capital risk management is underpinned by a control framework and policy. The capital

88    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


management strategy, outlined in the Group and legal entity capital plans, is developed in alignment with the control framework and policy for capital risk, and is implemented consistently in order to deliver on the Group’s objectives.

The Board approves the Group capital plan, internal stress tests and results of regulatory stress tests, and the Group recovery plan. The Treasury Committee is responsible for monitoring and managing capital risk in line with the Group’s capital management objectives, capital plan and risk frameworks. The Treasury and Capital Risk Committee monitors and reviews the capital risk profile and control environment, providing Second Line oversight of the management of capital risk. The BRC reviews the risk profile, and annually reviews risk appetite and the impact of stress scenarios on the Group capital plan/forecast in order to agree the Group’s projected capital adequacy.

Local management assures compliance with an entity’s minimum regulatory capital requirements by reporting to local Asset and Liability Committees with oversight by the Group’s Treasury Committee, as required.

Treasury has the primary responsibility for managing and monitoring capital and reports to the Group Finance Director. The Treasury and Capital Risk function contains a Capital Risk Oversight team, and is an independent risk function that reports to the Group CRO and is responsible for oversight of capital risk and production of ICAAPs.

Pension risk

The Group maintains a number of defined benefit pension schemes for past and current employees. The ability of the pension fund to meet the projected pension payments is maintained principally through investments.

Pension risk arises because the estimated market value of the pension fund assets might decline; or their investment returns might reduce; or the estimated value of the pension liabilities might increase. The Group monitors the marketpension risks arising from its defined benefit pension schemes and works with the trusteesTrustees to address shortfalls. In these circumstances the Group could be required or might choose to make extra contributions to the pension fund. The Group’s main defined benefit scheme was closed to new entrants in 2012.

Insurance riskInterest Rate Risk in the Banking Book

InsuranceOverview

Banking book operations generate non-traded market risk, is solely managedprimarily through the mismatch between the duration of assets and liabilities and where interest rates on products reset at different dates. As per the Group’s policy to remain within Africa Bankingthe defined risk appetite, interest rate and FX risks residing in the banking books of the businesses are transferred to Treasury where four categories of insurancethey are centrally managed. Currently, these risks are transferred to Treasury via funding arrangements, interest rate or FX swaps. However, the businesses remain susceptible to market risk are recognised, namely short-term insurance underwriting risk, life insurance underwriting risk, life insurance mismatch risk and life and insurance investment risk.

Insurance risk arises when:from seven key sources:

 

¡ Aggregate insurance premiums receivedRepricing/Residual risk:the impact from policyholders under a portfoliothe mismatch between the run-off of insurance contracts are inadequate to cover the claims arising from those policiesproduct balances and the expenses associated withinterest rate hedges or from unhedged liquidity buffer investments;

Structural risk: the change to the net interest income on hedge replenishment due to adverse movements in interest rates, assuming that the balance sheet is held static;

Prepayment risk:the potential loss in value if actual prepayment or early withdrawal behaviour from customers deviates from the expected or contractually agreed behaviour, which may result in a hedge or funding adjustment at a cost to the bank. Exposures are typically considered (where appropriate) net of any applicable offsetting early repayment charges. This risk principally relates to early repayment of fixed rate loans or withdrawal from fixed rate savings products;

Recruitment risk:the potential loss in value if the actual completion or drawdown behaviour from customers deviates from the expected behaviour, which may result in a hedge or funding adjustment at a cost to the bank. This risk principally relates to the completion timing around the Bank’s fixed rate mortgage pipeline process;

Margin compression risk:the effect of internal or market forces on a bank’s net margin where, for example, in a low rate environment any fall in rates will further decrease interest income earned on the assets whereas funding cost cannot be reduced as it is already at the minimum level.
Lag risk:arises from the delay in re-pricing customer rates for certain variable/ managed rate products, following an underlying change to market interest rates. This is typically driven by either regulatory constraint around customer notification on pricing changes, processing time for the Group’s notification systems or contractual agreements within a product’s terms and conditions.

Asset swap spread risk: the spread between Libor and sovereign bond yields that arises from the management of the portfolio of policiesliquidity buffer investments and claims;its associated hedges.

Furthermore, liquidity buffer investments are generally subject to Available for Sale (AFS) accounting rules, whereby changes in the value of these assets impact capital via Other Comprehensive Income, creating volatility in capital directly.

Roles and responsibilities

The Non-traded Market Risk team provides risk management oversight and monitoring of all traded and non-traded market risk in Treasury and customer banking books, which specifically includes:

interest rate risk assessment in the customer banking books,

 

¡ Premiums are not invested to adequately matchreview and challenge the duration, timingbehavioural assumptions used in hedging and size of expected claims; ortransfer pricing,

 

¡ Unexpected fluctuations in claims arise or when excessive exposure (e.g. in individual or aggregate exposures) relative to capacity is retainedrisk management of the liquidity buffer investments and funding activities,

oversight of balance sheet hedging,

review of residual risk in the entity.hedge accounting solution and hedging of net investments,

Insurance entities also incur market risk (on the investment of accumulated premiums and shareholder capital), credit risk (counterparty exposure on investments and reinsurance transactions), liquidity risk and operational risk from their investments and financial operations.

proposes and monitors risk limits to manage traded and non-traded market risk within the agreed risk appetite.
 

 

LOGO

LOGO

 

 |  99


Overview of the business market risk control structure

LOGO

Organisation and structure

Traded market risk in the businesses resides primarily in the Investment Bank, Treasury, Africa Banking and BNC. The Businesses have the mandate to incur traded market risk. Non-traded market risk is mostly incurred in PCB and Barclaycard.

Market risk oversight and challenge is provided by business committees, Group committees, including the Market Risk Committee and Group Market Risk. The chart above gives an overview of the business control structure.

Roles and responsibilities

The objectives of market risk management are to:

¡UnderstandBarclays PLC and control market risk by robust measurement, limit setting, reporting and oversight;

¡Facilitate business growth within a controlled and transparent risk management framework;
¡Ensure that traded market risk in the businesses resides primarily in certain areas, and that it is controlled according to the allocated appetite;

¡Control non-traded market risk in line with approved appetite;

¡Control insurance risk in line with approved appetite; and

¡Support the BNC strategy of asset reductions by ensuring that it remains within agreed risk appetite.

To ensure the above objectives are met, a well-established governance structure is in place, whereby the risks are identified, assessed, controlled and reported on throughout the organisation.

More information on market risk management can be found on pages 367-377.

100  |


Barclays Bank PLC 2017 Annual Report on Form 20-FRisk review    89

Risk management

Funding and capital risk management

Funding risk

The ability of the Group to achieve its business plans may be adversely impacted if it does not effectively manage its capital (including leverage) and liquidity ratios. Group Treasury manage funding risk on a day-to-day basis with the Group Treasury Committee acting as the principle management body.

In 2014, to ensure effective oversight and segregation of duties and in line with the ERMF, the Key Risk Officer duties and conformance responsibilities were transferred from Treasury to Risk.

An overview on how capital and liquidity risks are managed is covered below:

LOGO

Capital risk

Capital risk is the risk that the Group has insufficient capital resources to:
¡Meet minimum regulatory requirements in the UK and in other jurisdictions such as the United States and South Africa where regulated activities are undertaken. The Group’s authority to operate as a bank is dependent upon the maintenance of adequate capital resources;
¡Support its credit rating. A weaker credit rating would increase the Group’s cost of funds; and
¡

Support its growth and strategic options.

Overview

Organisation and structure

Capital management is integral to the Group’s approach to financial stability and sustainability management and is therefore embedded in the way businesses and legal entities operate. Capital demand and supply is actively managed on a centralised basis, at a business level, at a local entity level and on a regional basis taking into account the regulatory, economic and commercial environment in which Barclays operates.

Roles and responsibilities

The Group’s capital management strategy is driven by the strategic aims of the Group and the risk appetite set by the Board. The Group’s objectives are achieved through well embedded capital management practices:

Capital planning

Capital forecasts are managed on a top-down and bottom-up analysis through both short term (one year) and medium-term (three years) financial planning cycles. Barclays’ capital plans are developed with the objective of maintaining capital that is adequate in quantity and quality to support the Group’s risk profile, regulatory and business needs, including Transform financial commitments. As a result, the Group holds a diversified capital base that provides strong loss absorbing capacity and optimised returns.

Barclays’ capital plans are continually monitored against relevant internal target capital ratios to ensure they remain appropriate, and consider risks to the plan including possible future regulatory changes.

Local management ensures compliance with an entity’s minimum regulatory capital requirements by reporting to local Asset and Liability Committees with oversight by the Group’s Treasury Committee, as required.

|  101


LOGO

Regulatory requirements

Capital planning is set in consideration of minimum regulatory requirements in all jurisdictions in which the Group operates. Barclays’ regulatory capital requirements are determined by the PRA under the Basel III and CRD IV requirements.

Under these regulatory frameworks, capital requirements are set in consideration of the level of risk that the firm is exposed to which is measured through both risk-weighted assets (RWAs) and leverage.

Capital held to support the level of risk identified is set in consideration of minimum ratio requirements and internal buffers. Capital requirements are set to support the firm’s level of risk both on a going concern basis and in resolution.

Governance

The Group and legal entity capital plans are underpinned by the Capital Risk Framework, which includes capital management policies and practices approved by the Treasury Committee. These plans are implemented consistently in order to deliver on the Group objectives.

The Board approves the Group capital plan, stress tests and recovery plan. The Treasury Committee manages compliance with the Group’s capital management objectives. The Committee reviews actual and forecast capital demand and resources on a monthly basis. The Board Risk Committee annually reviews risk appetite and then analyses the impacts of stress scenarios on the Group capital forecast in order to understand and manage the Group’s projected capital adequacy.

Monitoring and managing capital

Capital is monitored and managed on an ongoing basis through:

Stress testing:internal stress testing is undertaken to quantify and understand the impact of sensitivities on the capital plan and capital ratios, arising from 1 in 7 year and 1 in 25 year stresses. Actual recent economic, market and peer institution stresses are used to inform the assumptions of the stress tests and assess the effectiveness of mitigations strategies.

The Group also undertakes stress tests prescribed by the PRA and ECB. Legal entities undertake stress tests prescribed by their local regulators. These stress tests inform decisions on the size and quality of capital buffer required and the results are incorporated into the Group capital plan to ensure adequacy of capital under normal and severe, but plausible, stressed conditions.

Risk mitigation:as part of the stress testing process actions are identified that should be taken to mitigate the risks that could arise in the event of material adverse changes in the current economic and business outlook.

As an additional layer of protection, the Barclays Recovery Plan defines the actions and implementation strategies available for the Group to increase or preserve capital resources in the event that stress events are more extreme than anticipated. In addition, the strong regulatory focus on resolvability has continued in 2014, from both UK and international regulators. The Group continues to work with the authorities on recovery and resolution planning (RRP), and the detailed practicalities of the resolution process, including the provision of information that would be required in the event of a resolution, so as to enhance Barclays’ resolvability.

Senior management awareness and transparency:Treasury works closely with Central Risk, businesses and legal entities to support a proactive approach to identifying sources of capital ratio volatilities which are considered in the Group’s capital plan. Capital risks against firm-specific and macroeconomic early warning indicators are monitored and reported to the Treasury Committee, associated with clear escalation channels to senior management.

Capital management information is readily available at all times to support the Executive Managements strategic and day-to-day business decision making, as may be required.

The Group submits its Board approved ICAAP document to the PRA on an annual basis, which forms the basis of the Individual Capital Guidance (ICG) set by the PRA.

Capital allocation:capital allocations are approved by the Group Executive Committee and monitored by the Treasury Committee, taking into consideration the risk appetite, growth and strategic aims of the Group. Barclays Bank PLC (BBPLC) is the primary source of capital to its legal entities. Regulated legal entities are, at a minimum, allocated adequate capital to meet their current and forecast regulatory and business requirements.

Transferability of capital:the Group’s policy is for surplus capital held in Group entities to be repatriated to BBPLC in the form of dividends and/ or capital repatriation, subject to local regulatory requirements, exchange controls and tax implications. This approach provides optimal flexibility on the re-deployment of capital across legal entities. The Group is not aware of any material impediments to the prompt transfer of capital resources, in line with the above policy, or repayment of intra-Group liabilities when due.

More information on capital risk management can be found on pages 385-386.

102  |


Risk review

Risk management

Liquidity risk management

Liquidity risk

The risk that the firm, although solvent, either does not have sufficient financial resources available to enable it to meet its obligations as they fall due, or can secure such resources only at excessive cost. This also results in a firm’s inability to meet regulatory liquidity requirements. This risk is inherent in all banking operations and can be affected by a wide range of Group-specific and market-wide events.

Overview

Liquidity risk is recognised as a Key Risk within funding risk. Efficient management of liquidity is essential to the Group in retaining the confidence of the financial markets and ensuring that the business is sustainable. Liquidity risk is managed through the Liquidity Risk Management Framework (the Liquidity Framework) which is designed to maintain liquidity resources that are sufficient in amount and quality, and a funding profile, appropriate to maintain market confidence in the Group’s name and meet the liquidity risk appetite as expressed by the Board.

This is achieved via a combination of policy formation, review and governance, analysis, stress testing, limit setting and monitoring. Together, these meet internal and regulatory requirements.

Organisation and structure

Barclays Treasury operates a centralised governance control process that covers all of the Group’s liquidity risk management activities. As required under the Enterprise Risk Management Framework the Treasury Key Risk Officer (KRO) approves the Liquidity Framework under which the treasury function operates. The Treasury KRO reports into the Head of Financial Risk (Principal Risk Officer) and has an independent reporting line to the risk function. The Liquidity Framework is subject to annual review. The Liquidity Framework describes liquidity policies and controls that the Group has implemented to manage liquidity risk within the Liquidity Risk Appetite.

The Board sets the Group’s Liquidity Risk Appetite (LRA), being the level of risk the Group chooses to take in pursuit of its business objectives and in meeting its regulatory obligations. The Treasury Committee is responsible for the management and governance of the mandate defined by the Board and includes the following subcommittees:

¡The Funding and Liquidity Risk Committee is responsible for the review, challenge and recommendation of the Liquidity Framework to the Treasury Committee; and

¡The Liquidity Management Committee, which is responsible for managing the liquidity of the Group through a liquidity event.

Liquidity risk management framework

The Group has a comprehensive Liquidity Framework for managing the Group’s liquidity risk. The Liquidity Framework describes liquidity policies and controls that the Group has implemented to manage liquidity risk within the LRA. The Liquidity Framework is designed to deliver the appropriate term and structure of funding consistent with the LRA set by the Board.

Liquidity is monitored and managed on an on-going basis through:

Risk appetite and planning:established LRA together with the appropriate limits for the management of liquidity risk. This is the level of liquidity risk the Group chooses to take in pursuit of its business objectives and in meeting its regulatory obligations.

Liquidity limits:management of limits on a variety of on and off-balance sheet exposures and these serve to control the overall extent and composition of liquidity risk taken by managing exposure to the cash outflows.

Internal pricing and incentives:active management of the composition and duration of the balance sheet and of contingent liquidity risk through the transfer of liquidity premium directly to the businesses.

Early warning indicators:monitoring of a range of market indicators for early signs of liquidity risk in the market or specific to Barclays. These are designed to immediately identify the emergence of increased liquidity risk to maximise the time available to execute appropriate mitigating actions.

Contingency Funding Plan:maintenance of a Contingency Funding Plan (CFP) which is designed to provide a framework where a liquidity stress could be effectively managed. The CFP provides a communication plan and includes management actions to respond to liquidity stresses of varying severity.

Recovery Resolution Plan:in accordance with the requirements of the PRA Rulebook: Recovery & Resolution, Barclays has developed a Group Recovery Plan. The key objectives are to provide the Group with a range of options to ensure the viability of the firm in a stress, set consistent Early Warning Indicators and to enable the Group to be adequately prepared to respond to stressed conditions. The Group continues to work closely with the PRA on developing the resolution plan.

LOGO

|  103


Risk review

Risk management

Operational risk management

Risk review

Principal Risk management

Operational risk management

 

Operational risk

Any instance where there is a potential or actual impact to the Group resulting from inadequate or failed internal processes, people, systems, or from an external event. The impacts to the Group can be financial, including losses or an unexpected financial gain, as well as non-financial such as customer detriment, reputational or regulatory consequences.

Operational risk

The risk of loss to the firm from inadequate or failed processes, systems, human factors or due to external events (for example, fraud) where the root cause is not due to credit or market risks.

Overview

The management of operational risk has twothree key objectives to:objectives:

 

¡ MinimiseDeliver an operational risk capability owned and used by business leaders which is pragmatic, relevant, and enables business leaders to make sound risk decisions over the impact of losses suffered, both in the normal course of business (small losses) and from extreme events (large losses); andlong term.

 

¡ ImproveProvide the frameworks, policies and tools to enable management to meet their risk management responsibilities while the Second line of defence provides robust, independent, and effective oversight and challenge.

Deliver a consistent and aggregated measurement of operational risk that will provide clear and relevant insights, so that the right management ofactions can be taken to keep the Groupoperational risk profile consistent with the Group’s strategy, the stated risk appetite, the client franchise, and strengthen its brand and external reputation.other stakeholder needs.

The Group is committed to the management and measurement of operational risk and was granted a waiver by the FSA (now the PRA) to operate an Advanced Measurement Approachadvanced management approach (AMA) for operational risk, which commenced in January 2008. The majority of the Group calculates regulatory capital requirements using AMA (93%(94% of capital requirements); however, in specific areas,, except for small parts of the organisation acquired since the original permission (6% of

capital requirements) using the Basic Indicator Approach (7%) is applied.(BIA). The Group works to benchmark its internal operational risk management and measurement practices with peer banks and to drive the further development of advanced techniques.

Organisation and structurebanks.

The Group is committed to operating within a strong system of internal controlcontrols that enables business to be transacted and risk taken without exposing itselfthe Group to unacceptable potential losses or reputational damage.damages. The key elements ofGroup has an overarching ERMF that sets out the Group’s system ofapproach to internal control,governance. The ERMF establishes the mechanisms and processes by which is aligned to the recommendations ofBoard directs the Committee of Sponsoring Organizations oforganisation, through setting the Treadway Commission’s (COSO) Internal Control – Integrated Framework, are set out intone and expectations from the risk control frameworks relating to each of the Group’s Key Riskstop, delegating authority and in the Group Operational Risk Framework.monitoring compliance.

Organisation and structure

Operational risk comprises a number of specific Key Risksrisks defined as follows:follow:

 

¡ Cyber security:Data Management and Information Risk: The risk of lossthat Barclays information is not captured, retained, used or detriment to the Group’s business and customers as a result of actions committed or facilitated through the use of networked information systems

¡External supplier: inadequate selection and ongoing management of external suppliers

¡Financial reporting: reporting misstatement or omission within external financial or regulatory reporting

¡Fraud: dishonest behaviour with the intent to make a gain or cause a loss to others

¡Information: inadequate protection of the Group’s informationprotected in accordance with its value and sensitivitylegal and regulatory requirements.

 

¡ Legal: failure to identify and manage legal risks

¡Payments: failure in operationFinancial Reporting Risk:The risk of payments processes

¡People: inadequate people capabilities, and/a material misstatement or performance/reward structures, and/omission within the Group’s external financial, regulatory reporting or inappropriate behaviours

¡Premises and security: unavailability of premises (to meet business demand) and/or safe working environments, and inadequate protection of physical assets, employees and customers against external threats

¡Taxation: failure to comply with tax laws and practice which could lead to financial penalties, additional tax charges or reputational damage

¡Technology: failure to develop and deploy secure, stable and reliable technology solutions

¡Transaction operations: failure in theinternal management of critical transaction processes

In order to ensure complete coverage of the potential adverse impacts on the Group arising from operational risk, the operational risk taxonomy extends beyond the operational key risks listed above to cover areas included within conduct risk. For more information on conduct risk please see pages 106-107.

LOGOreporting.

 

Fraud Risk:The risk of financial loss when an internal or external party acts dishonestly with the intent to obtain an undue benefit, cause a loss to, or to expose either the Group or its customers and clients to a risk of loss.

Payments Process Risk:The risk of payments being processed inaccurately, with delays, without appropriate authentication and authorisation.

People Risk:The risk that Barclays is exposed to by virtue of being an employer (excluding Health and Safety related risk).

Premises and Security Risk:The risk of interruption to Barclays’ business due to the unavailability of premises and infrastructure as a result of intentional or accidental damage to premises and moveable assets, physical security breaches and safety and security incidents.

Supplier Risk:The risk that is introduced to the firm or entity as a consequence of obtaining services or goods from another legal entity as a result of inadequate selection, inadequate exit and supplier management, resulting in operational, financial, or reputational risk to the bank, failure of services and/or negative customer impact.
 

Organisation and structure

LOGO

 

104  |90    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk management

Operational risk management

 

    

    

 

Tax Risk:The risk of unexpected tax cost in relation to any tax for which Barclays is liable, or of reputational damage on tax matters with key stakeholders such as tax authorities, regulators, shareholders or the public. Tax cost includes tax, interest or penalties levied by a taxing authority.

Technology Risk:The risk that comes about due to dependency on technological solutions and is defined as failure to develop, deploy and maintain technology solutions that are stable, reliable and deliver what the business needs.

Transaction Operations Risk:The risk of Customer/Client or Bank detriment due to unintentional error and/or failure in the end-to-end process of initiation, processing and fulfilment of an interaction between a Customer/Client and the Bank with an underlying financial instrument (e.g. mortgage, derivative product, trade product etc.).

These risks may result in financial and/or non-financial impacts including legal/regulatory breaches or reputational damages.

Roles and responsibilities

The prime responsibility for the management of operational risk and the compliance with control requirements rests with the business and functional units where the risk arises. The Operational Risk function acts in a second line of defence capacity and provides oversight and challenge of the business operational risk profile escalating issues as appropriate.

The Head of Operational Riskand control environment is responsible for establishing, owning and maintaining an appropriate Group-wide Operational Risk Framework and for overseeing the portfolio of Operational Risk across the Group. The Operational Risk & Control Committee (OR&CC) is the senior executive body responsible for the oversight and challenge of operational risk and the control environment. Depending on their nature, the outputs of the OR&CC are presented to the BCORR or the BAC.

At thereviewed by business level, operational risk is monitored by executive management through specific meetings which cover governance, risk and control. Businesses are required to report their operational risks on both a regular and an event-driven basis. The reports include a profile of the material risks that may threaten the achievement of their objectives and the effectiveness of key controls, material control issues, operational risk events and a review of scenariosscenarios.

The Group Head of Operational Risk is responsible for establishing, owning and capital.maintaining an appropriate Group-wide Operational Risk Management Framework and for overseeing the portfolio of operational risk across the Group.

Operational Risk Management (ORM) acts in a second line of defence capacity, and is responsible for defining and overseeing the implementation of the framework and monitoring Barclays operational risk profile. ORM alerts management is representedwhen risk levels exceed acceptable ranges or risk appetite in order to drive timely decision making and actions by the first line of defence. Through attendance at these businessBusiness Risk Committee meetings, and providesORM provide specific risk input into the issues highlighted and the overall risk profile of the business. Operational risk issues escalated from these meetings are considered atthrough the OR&CC and from timesecond line of defence review meetings. Depending on their nature, the outputs of these meetings are presented to time businesses are required to present a deep-dive of theirthe BRC or the BAC.

For further information on operational risk management, Risk and control environment. The committee then considers material control issuesControl Self-assessments and their effective remediation. On control issues the OR&CC additionally presentsrisk scenarios, please refer to the BAC.

Specific reports are prepared by businesses, Key Risk Officers and Operational Risk on a regular basis for OR&CC, BCORR and BAC.

Risk and control self-assessments and key indicators

The Group identifies and assesses all material risks within each business and evaluates the key controls in place to mitigate those risks. Managers in the businesses use self-assessment techniques to identify risks, evaluate the effectiveness of key controls in place, and assess whether the risks are effectively managed within business risk appetite. The businesses are then able to make decisions on what, if any, action is required to reduce the level of risk to the Group. These risk assessments are monitored on a regular basis to ensure that each business continually understands the risks it faces.

Key indicators (KIs) are metrics which allow the Group to monitor its operational risk profile. KIs include measurable thresholds that reflect the risk appetite of the business and are monitoredmanagement section on pages 350 to alert management when risk levels exceed acceptable ranges or risk appetite levels and drive timely decision-making and actions.353.

 

 

 |  105Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    91


Risk review

Risk management

Conduct risk management

Risk review

Principal Risk management

Model risk management

 

 

 

Model risk

The risk of the potential adverse consequences from financial assessments or decisions based on incorrect or misused model outputs and reports.

Overview

Barclays uses models to support a broad range of activities, including informing business decisions and strategies, measuring and limiting risk, valuing exposures, conducting stress testing, assessing capital adequacy, managing client assets, and meeting reporting requirements.

Since models are imperfect and incomplete representations of reality, they may be subject to errors affecting the accuracy of their output. Model errors can result in inappropriate business decisions being made, financial loss, regulatory risk, reputational risk and/or inadequate capital reporting. Models may also be misused, for instance applied to products that they were not intended for, or not adjusted, where fundamental changes to their environment would justify re-evaluating their core assumptions. Errors and misuse are the primary sources of model risk.

Robust model risk management is crucial to assessing and managing model risk within a defined risk appetite. Strong model risk culture, appropriate technology environment, and adequate focus on understanding and resolving model limitations are crucial components.

Organisation and structure

Barclays allocates substantial resources to identify and record models and their usage, document and monitor the performance of models, validate models and adequately address model limitations. Barclays manages model risk as an enterprise level risk similar to other Principal Risks.

Barclays has a dedicated Model Risk Management (MRM) function that consists of

two main units: the Independent Validation Unit (IVU), responsible for model validation and approval, and Model Governance and Controls (MGC), covering model risk governance, controls and reporting, including ownership of model risk policy and the model inventory.

The model risk management framework consists of the model risk policy and standards. The policy prescribes group-wide, end-to-end requirements for the identification, measurement and management of model risk, covering model documentation, development, implementation, monitoring, annual review, independent validation and approval, change and reporting processes. The policy is supported by global standards covering model inventory, documentation, validation, complexity and materiality, testing and monitoring, overlays, risk appetite, as well as vendor models and stress testing challenger models.

Barclays is continuously enhancing model risk management. The function reports to the Group CRO and operates a global framework. Implementation of best practice standards is a central objective of the Group. Model risk reporting flows to senior management as depicted below:

Roles and responsibilities

The key model risk management activities include:

Correctly identifying models across all relevant areas of the firm, and recording models in the Group Models Database (GMD), the Group-wide model inventory. The heads of the relevant model ownership areas (typically, the Business Chief Risk Officers, Business Chief Executive Officers,
the Treasurer, the Chief Financial Officer, etc.) annually attest to the completeness and accuracy of the model inventory. MGC undertakes regular conformance reviews on the model inventory.

Enforcing that every model has a model owner who is accountable for the model. The model owner must sign off models prior to submission to IVU for validation. The model owner works with the relevant technical teams (model developers, implementation, monitoring, data services, regulatory) to maintain that the model presented to IVU is and remains fit for purpose.

Overseeing that every model is subject to validation and approval by IVU, prior to being implemented and on a continual basis. While all models are reviewed and re-approved for continued use each year, the validation frequency and the level of review and challenge applied by IVU is tailored to the materiality and complexity of each model. Validation includes a review of the model assumptions, conceptual soundness, data, design, performance testing, compliance with external requirements if applicable, as well as any limitations, proposed remediation and overlays with supporting rationale. Material model changes are subject to prioritised validation and approval.

Defining model risk appetite in terms of risk tolerance, and qualitative metrics which are used to track and report model risk.

Maintaining specific standards that cover model risk management activities relating to stress testing challenger models, model overlays, vendor models, and model complexity and materiality.
 

Organisation and structure

LOGO

Conduct Risk92    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F

The risk that detriment is caused to customers, clients, counterparties or the Group because of inappropriate judgement in the execution of the Group’s business activities.


Risk review

Principal Risk management

Conduct risk management

Conduct risk

The risk of detriment to customers, clients, market integrity, competition or Barclays from the inappropriate supply of financial services, including instances of wilful or negligent misconduct.

Overview

The Group defines, manages and mitigates conduct risk with the goal of providing goodpositive customer and client outcomes, and protecting market integrity. Theintegrity and promoting effective competition. This includes taking reasonable steps to assure the Group’s culture and strategy are appropriately aligned to these goals, products and services are reasonably designed and delivered to meet the needs of customers and clients, as well as promoting the fair and orderly operation of the markets in which the Group has defined 10 outcomes whichdoes business and that the Group does not commit or facilitate money laundering, terrorist financing, bribery and corruption or breaches of economic sanctions.

Product Lifecycle, Culture and Strategy and Financial Crime are positive indicators that it is delivering good customer outcomes and protecting market integrity:the risk categories under conduct risk.

¡Culture places customer interests at the heart of strategy, planning, decision making and judgements

¡Strategy is to develop long-term banking relationships with customers by providing products and services that meet their needs and do not cause detriment

¡Does not disadvantage or exploit customers, customer segments or markets, and does not distort market competition

¡Proactively identifies conduct risks and intervenes before they crystallise by managing, escalating and mitigating them promptly

¡Products, services and distribution channels are designed, monitored and managed to provide value, accessibility, transparency, and to meet the needs of customers

¡Provides banking products and services that meet customers’ expectations and perform as represented. Representations are accurate and comprehensible so customers understand the products and services they are purchasing

¡Addresses any customer detriment and dissatisfaction in a timely and fair manner

¡Safeguards the privacy of personal data

¡Does not conduct or facilitate market abuse

¡Does not conduct or facilitate financial crime

Organisation and structure

The Conductgovernance of conduct risk within Barclays is fulfilled through management Committees and Reputational Risk Committee (CRRC)forums operated by the First and Second Lines of Defence with clear escalation and reporting lines to the Board.

The GRC is a subcommittee of the BCORR. The principal purpose of the CRRC is to reviewmost senior executive body responsible for reviewing and monitormonitoring the effectiveness of Barclays’ management of Conduct and Reputation Risk.

The Conduct Risk Committee (CRC) is a senior executive body responsible for the oversight and challenge of Conduct Risk and the control environment within Barclays. The outputs of the CRC are presented to the CRRC and the BCORR.conduct risk.

In addition, specific committees monitor conduct risk and the control environment at the business level.

Roles and responsibilities

The Conduct Risk Principal RiskManagement Framework (PRF)(CRMF) comprises a number of elements that allow the Group to manage and measure its conduct risk profile. The PRF is implemented across

Senior Managers have ownership within their areas for managing conduct risk. These individuals have a Statement of Responsibilities identifying the Group:

¡Vertically, through an organisational structure that requires all businesses to implement and operate their own conduct risk framework that meets the requirements detailed within the ERMF

¡Horizontally, with Group Key Risk Officers (KROs) required to monitor information relevant to their Key Risk from each element of the Conduct Risk PRF

activities and areas for which they are accountable. The primary responsibility for managing conduct risk and compliance with control requirements issits with the business where the risk arises. The Conduct Risk Accountable Executive for each business is responsible for ensuring the implementationFirst Line Business Control Committees provide oversight of and compliance with, the Group Conduct Risk framework.controls relating to conduct risk.

The Conduct Principal Risk OwnerGroup Chief Compliance Officer is responsible for owning and maintaining an appropriate Group-wide Conduct Risk PRF andCRMF for overseeing Group-wide Conduct Riskconduct risk management. This includes defining and owning the relevant conduct risk policies and oversight of the implementation of controls to manage the risk.

Businesses are required to report their conduct risks on both a quarterly and an event-driven basis. The quarterly reports detail conduct risks inherent within the business strategy and include forward-looking horizon-scanningforward looking horizon scanning analysis as well as backward-lookingbackward looking evidence-based indicators from both internal and external sources.

Business-level reportsThe Business Unit Risk Committees and the Financial Crime Business Oversight Committees are reviewed within Compliance. Compliance then creates Group-level reportsthe primary Second Line governance forums for consideration by CRC, CRRC and BCORR. The Group periodically assesses its managementoversight of conduct risk through independent auditsprofile and addresses issues identified.

Event-driven reporting consistsimplementation of any risks or issues that breach certain thresholds for severitythe CRMF. The responsibilities of the Business Unit Risk Committees include approval of the conduct risk tolerance and probability. Any such risks or issues must be promptly escalated to the business and the appropriate KRO.

LOGO

106  |


Risk review

Risk management

Conduct risk management

Management of conduct risk

Conduct risk management includes the following elements:

Conduct material risk assessments:accountable executives must complete a top-down assessment of their business model and strategy. The analysis should take into consideration both internal (e.g. historic and current business strategy and banking activities) and external factors (e.g. economic and regulatory environment). This must identify all conduct risks arising from the business model, strategy or banking activity and mustdefined key indicators. Additional responsibilities include recommendations and management actions to address the conduct risks identified. These assessments must then be presented to Business Risk Oversight Committees. These assessments are reflected in Conduct Risk Reports.

Conduct risk appetite:conduct risk is a non-financial risk and is intrinsic in all of Barclays’ banking activities. There is no appetite for customer detriment resulting from inappropriate judgements in the execution of its business activities. Conduct risk appetite is aligned to the Group Risk Appetite Framework. BCORR considers and recommends to the Board for approval, via the BEWRC, the Group’s conduct risk appetite statement.

Conduct risk reporting:accountable executives must produce a quarterly Conduct Risk Report which documents their businesses’ approach to understand, monitor, manage and control conduct risk.

Risk and issue reporting:risk and issue reporting provides additional senior management visibility of any conduct risks or issues that breach certain severity and probability thresholds. Thresholds have been set across the Group; any risk or issue that breaches these must be reported to BCORR (via CRRC). In addition, any risks or issues that breach more significant probability thresholds must also be escalated promptly to the business and the appropriate KRO.

Business conduct performance management information:businesses are expected to evaluate how effectively they are managing conduct risks including against metrics that align with the Key Risk Frameworks and the 10 outcomes. Barclays is developing a range of business-specific and Group metrics and measures, which will further improve its ability to monitor and assess the identification and managementdiscussion of any emerging conduct risks.risks exposures which have been identified.

 

 

Organisation and structure

LOGO

 

 |  107Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    93


Risk review

Risk management

Reputation risk management

Reputation risk

The risk of damage to the Group’s brand arising from any association, action or inaction which is perceived by stakeholders (e.g. customers, clients, colleagues, shareholders, regulators, opinion formers) to be inappropriate or unethical.

 

Risk review

Principal Risk management

Reputation risk management

OverviewReputation risk

Damage toThe risk that an action, transaction, investment or event will reduce trust in the Group’s brandfirm’s integrity and consequent erosioncompetence by clients, counterparties, investors, regulators, employees or the public.

Overview

A reduction of reputation reducestrust in Barclays’ integrity and competence may reduce the attractiveness of the GroupBarclays to stakeholders and maycould lead to negative publicity, loss of revenue, regulatory or legislative action, loss of existing and potential client business, reduced workforce morale and difficulties in recruiting talent. Ultimately it may destroy shareholder value.

Reputation risk may arise in many different ways,Organisation and structure

The GRC is the most senior executive body responsible for example:

¡Failure to act in good faith and in accordance with the Group’s values and code of conduct

¡Failure (real or perceived) to comply with the law or regulation, or association (real or implied) with illegal activity

¡Failures in corporate governance,reviewing and monitoring the effectiveness of Barclays’ management or technical systems

¡Failure to comply with internal standards and policies

¡Association with controversial sectors or clients

¡Association with controversial transactions, projects, countries or governments

¡Association with controversial business decisions, including but not restricted to, decisions relating to: products (in particular new products), delivery channels, promotions/advertising, acquisitions, branch representation, sourcing/supply chain relationships, staff locations, treatment of financial transactions

¡Association with poor employment practices.

In each case, the risk may arise from failure to comply with either stated or expected norms, which are likely to change over time, so an assessment of reputation risk cannot be static. If not managed effectively, stakeholder expectations of responsible corporate behaviour will not be met.risk.

Roles and responsibilities

The Group designatedChief Compliance Officer is accountable for developing a reputation risk framework and policies including limits against which data is monitored, reported on and escalated, as a Principal Risk and developed procedures and resources, including the Reputation Risk Principal and Key Risk Framework (the Framework), to support businesses and functions in dealing with reputation risks arising in their areas of activity. This Framework is aligned to the overarching Group ERMF. In 2015 reputation risk has been re-designated as a Key Risk under the Conduct Risk Principal Risk.required.

The Framework sets out what is required to ensure reputation risk is managed effectively and consistently across the bank. Reputation risk is by nature pervasive and can be difficult to quantify, requiring more subjective judgement than many other risks. The Reputation Risk Framework sets out what is designed explicitly in the light of that subjectivity and, together with supporting tools, policies and procedures, provides an holistic view of how the Group managedrequired to manage reputation risk duringeffectively and consistently across the year.bank.

The following policies, tools and guidance support the Group’s businesses and functions in implementing the requirements of the Framework:

¡The Barclays Way (Code of Conduct) sets out in one place what it means to work in the Group and the standards and behaviours expected of all colleagues. It gives examples of how the Barclays Values should be put into practice in decision-making and highlights the responsibility of individuals to challenge poor practice whenever and wherever it occurs

¡The Barclays Guide outlines the Group’s governance framework and contains information about how the Group organises, manages and governs itself

¡Reputation Risk Appetite is the level of risk that the Group is prepared to accept while pursuing its business strategy, recognising a range of possible outcomes as business plans are implemented

¡The Barclays Lens is an assessment tool made up of five simple questions designed to ensure that the interests of customers, clients, shareholders and communities are taken into account in the decisions made every day. The Lens is applied alongside other decision-making tools to help the Group move beyond legal, regulatory and compliance concerns to consider broader societal impacts and opportunities.

Organisation and structure

The reputation risk governance structure links the Board of Barclays Bank PLC, senior management and other fora to create a vehicle for the oversight of reputation risk. The CRRC is the designated Key Risk forum for reputation risk.

The Group Reputational Committee is a sub-committee of the CRRC, from which it derives its authority. It has license to investigate any matters within its responsibilities and obtain information as required from any employee of the Group, and to make decisions to resolve reputation issues escalated to it.

Each business (and functions where appropriate) has a clearly defined procedure for escalation of reputation risks as part of their risk oversight process. This includes a reputation risk sub-committee (or equivalent) of their Executive Committee, which has representation from appropriate specialists e.g. the Head of Communications. Business Risk Oversight Committee meetings consider all Principal Risks, and reputation risk as a Key Risk under conduct risk, as they relate to the associated businesses or region.

LOGO

108  |


Risk review

Risk management

Reputation risk management

Roles and responsibilities

The principalprimary responsibility for identifying and managing reputation risk liesand adherence to the control requirements sits with eachthe business and functionsupport functions where the risk arises.

Barclays International and firstly, with the individuals responsible for making decisions that could impact Barclays’ reputation. There will, however, be circumstances where it is necessaryBarclays UK are required to escalate the evaluation of theoperate within established reputation risk associated with particular decisions beyond an individual, business or function.

The Group’sappetite and their component businesses and functions escalate material reputation risk issuessubmit quarterly reports to the Group Reputation Committee via their risk oversight processes, which have a specified means of considering reputation-related issues on an ad hoc basis as they arise (e.g. a reputation risk sub-committee or equivalent). Issues may merit escalation due to: i) the degree of risk involved; ii) the fact that the issue sets a significant precedent; or iii) the fact that the issue impacts on more than one of the Group’s businesses.

Each business (and function/region where appropriate) submits quarterly KRI reports to the Group reputation riskManagement team, highlighting their most significant current and potential reputation risks and issues and how they are being managed. ReputationThese reports are a key internal source of information for the quarterly reputation risk reporting takesreports which are prepared for the following forms:GRC and RepCo.

Organisation and structure

LOGO

 

¡94    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F Quarterly reporting


Risk review

Principal Risk management

Legal risk management

Legal risk

The risk of loss or imposition of penalties, damages or fines from the failure of the firm to meet its legal obligations including regulatory or contractual requirements.

Overview

The Legal Risk Management Framework (LRMF) prescribes Group-wide requirements for the identification, escalation, measurement and management of legal risk, covering assessment, risk tolerance, key indicators and governance. The LRMF is supported by Group-wide legal risk policies and associated standards aligned to the following legal risks:

Contractual Arrangements– the Group’s rights and remedies in its relationships with other parties not being enforceable as intended due to the absence of key reputation risks via Business Risk Oversight Committees to Group Reputation Committee and CRRCappropriate contractual documentation or defects therein.

 

¡ Six-monthly reputation risk horizon scan reports, including current and emerging priority reputation risksLitigation Management– failure to BCORRadequately manage litigation involving the Group.

 

¡ Ad hoc reviewIntellectual Property (IP)– failure to protect the Group’s IP assets or the Group infringing valid IP rights of identified reputationally controversial issues/ transactions/third parties.

Competition/Anti-trust– failure to adequately manage competition/anti-trust issues or failure to manage relationships by business reputation committees, with escalationcompetition/anti-trust authorities.

Use of Law Firms– failure to Group Reputation Committee, where required.control instruction of external law firms.

Contact with Regulators– failure to manage interactions with regulators or failure to manage the receipt and handling of regulatory information from a regulatory or government agency appropriately.

The LRMF requires businesses and functions to integrate the management of legal risk within their strategic planning and business decision making, including adopting processes to identify legal risk exposures and managing adherence to the minimum control requirements.

In addition to legal risk detailed above, legal outcomes, including losses or the imposition of penalties, damages, fines and sanctions, may arise because of past and future actions, behaviours and business decisions aligned to the Principal Risk which gave rise to the outcome, including but not limited to conduct and operational risk. Details of current contentious legal matters in relation to the Group are set out in Note 29.

Organisation and structure

Business/function risk forums have oversight of their legal risk profile and implementation of the LRMF. The Legal Executive Committee oversees, challenges and monitors legal risk across the Group. The GRC is the most senior executive body responsible for reviewing and monitoring the effectiveness of Barclays’ management of risk. Escalation paths from this forum exist to the BRC.

 

Roles and responsibilities

The primary responsibility for identifying and managing legal risk and adherence to the minimum control requirements sits with the businesses/functions where the risk resides.

On behalf of the businesses/functions, the aligned General Counsel or members of Legal senior management provide oversight and challenge of the legal risk profile, for example by undertaking legal risk tolerance assessments, and providing advice on legal risk management. Legal risk tolerance assessments include both quantitative and qualitative criteria such as:

Risk and control self-assessment, lessons learned, testing and monitoring processes.

Analysis of legal risk material control issues or weaknesses.

Potential legal risks resulting from upcoming changes in the control environment, systems, or internal organisational structures.

Potential implications on the Group of forthcoming changes in the external legal and regulatory environment and/or prevailing decisions from courts and enforcing authorities as they relate to defined legal risks.

The Group General Counsel supported by the Global Head of Legal Risk, Governance and Control is responsible for maintaining an appropriate LRMF and for overseeing Group-wide legal risk management.

 

Organisation and structure

LOGO

 

 |  109Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    95


Risk review

Risk performance

Maintaining our risk profile at an acceptable and appropriate level is essential to ensure our continued performance. This section provides a review of the performance of the Group in 2014 for each of the six Principal Risks, which are credit, market, funding, operational, conduct, and reputation risks.

LOGO

For a more detailed breakdown on our Risk review and Risk management contents please see pages 82-83.

Where appropriate, prior year disclosures have been restated to reflect the new structure of the Group adopted in May 2014.

     

Page

Risk review

Risk performance

Credit risk

    

Summary of Contents

Page
Credit risk represents a significant risk to the Group and mainly arises from exposure to wholesale and retail loans and advances together with the counterparty credit risk arising from derivative contracts entered into with clients.

   Credit risk overview and summary of performance

97

   The Group’s maximum exposure and collateral and other credit enhancements

       held97

   The Group’s approach to management and representation of credit quality

100

– Asset credit quality

100

– Debt securities

100

– Balance sheet credit quality

100
This section provides a macro view of the Group’s credit exposures.

   Analysis of the concentration of credit risk

102
The Group reviews and monitors risk

– Geographic concentrations

102
concentrations in a variety of ways.

– Industrial concentrations

103
This sections outlines performance against key
concentration risks at a macro Group level.

   Loans and advances to customers and banks

105
In addition to Group wide concentrations, Credit Risk monitors exposure performance across a range of specific portfolios.

   Analysis of specific portfolios and asset types

106

– Secured home loans

106

– Credit cards and unsecured loans

107

– Wholesale loans and advances at amortised cost

108
The Group monitors exposures to assets where there is a heightened likelihood of default and assets where an actual default has occurred.

   Analysis of problem loans

109

– Age analysis of loans and advances that are past due but  not impaired

109

– Analysis of loans and advances assessed as impaired

109

– Potential credit risk loans and coverage ratios

110

– Impaired loans

 111
This section outlines the exposure to assets that have been classified as impaired analysing the exposures between business units and by key product types.

– Forbearance

112

The Group, from time to time, agrees to the suspension of certain aspects of customer/client credit agreements, generally during temporary periods of financial difficulties where the Group is confident that the customer/client will be able to remedy the suspension.

This section outlines the Group’s current exposure to assets with this treatment.

The Group holds impairment provisions on the balance sheet as a result of the raising of a charge against profit for incurred losses in

the lending book. An impairment allowance may either be identified or unidentified and individual or collective.

   Impairment

114

– Impairment allowances

114

– Management adjustments to models for impairment

114

   Analysis of debt securities

115

   Analysis of derivatives

115
This section outlines the movements in allowance for impairment by asset class exposure, material management adjustments to model output, analysis of debt securities and derivatives.

Market risk96    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 143


Funding risk – Capital risk 153
Funding risk – Liquidity risk160
Operational risk178
Conduct risk181
Reputation risk182

    

Credit risk

The risk of loss to the firm from the failure of clients, customers or counterparties, including sovereigns, to fully honour their obligations to the firm, including the whole and timely payment of principal, interest, collateral and other receivables.

All disclosures in this section (pages 97 to 116) are unaudited unless otherwise stated.

Key metrics

Loan impairment charges in 2017 were 1% lower than 2016:

 

110  |Group  


-£19m

Risk review

Risk performance

Credit risk

Analysis of credit risk

Credit risk is the risk of the Group suffering financial loss if any of its customers, clients, or market counterparties fails to fulfil their contractual obligations to the Group.

This section details the Group’s credit risk profile and provides information on the Group’s exposure to loans and advances to customer and banks, maximum exposures with collateral held, and net impairment charges raised in the year. It provides information on balances that are categorised as credit risk loans, balances in forbearance, as well as exposure to and performance metrics for specific portfolios and asset types.

Key metrics

¡CreditLoan impairment reduced slightly reflecting lower charges in 2014 were 29% lower than 2013:

-£0.2bn Group Core

Lower charges reflected improved performance in the majority of businesses

-£0.1bn Retail Core

Lower charges in key PCB portfolios reflecting better economic conditions in the UK, and in South African mortgage portfolio

-£0.1bn Wholesale Core

Lower charge in Corporate Banking reflected one-off releases and lower defaults from large UK corporates

-£0.7bn Non-Core

Lower charge reflected non-recurrence of large single name loss in 2013, releases in the wholesale portfolio, and improved recoveries and lower delinquencies in the European mortgage portfolios

¡Barclays UK and in the Barclays International wholesale portfolios partially offset by an adjustment relating to an asset sale in US cards  Loans and advances to customers and banks decreased by 1% in 2014

¡The loan loss rate fell to 46bps

Retail|  111+£42m


Overall the retail portfolios have remained stable and broadly within expectations. Notwithstanding this, impairment charges increased primarily due to an adjustment relating to an asset sale in US cards
Wholesale-£61m

Impairment charges have decreased, despite a large single name impairment. The lower impairment outcome was driven by a range of releases and materially lower charges to the Oil sector.

    

  

Credit risk is the risk of the Group suffering financial loss if any of its customers, clients, or market counterparties fails to fulfil their contractual obligations to the Group.

All disclosures in this section (pages 112-142) are unaudited unless otherwise stated

Overview

Credit risk represents a significant risk to the Group and mainly arises from exposure to wholesale and retail loans and advances together with the counterparty credit risk arising from derivative contracts entered into with clients, and aclients. A summary of performance may be found below.

This section provides an analysis of areas of particular interest or potentially of higher risk, including: i) balance sheet, including the maximum exposure, and collateral, credit quality and loans and advances; ii) areas of concentrations, including the eurozone;concentrations; iii) exposure to and performance metrics for specific portfolios and assets types, including home loans and credit cards and UK commercial real estate;cards; iv) exposure and performance of loans on concession programmes, including forbearance; v) problem loans, including credit risk loans (CRLs); and vi)forbearance; and v) impairment, including impairment stockallowances and management adjustments to model outputs.

More details ofPlease see the topics covered in the section may be found in the credit risk section of the contents on page 82. Please see risk management section on pages 92-10985 to 86 for details of governance, policies and procedures.

Summary of performance in the period

CreditLoan impairment charges in 2014 fell 29%decreased £19m to £2.2bn, as performance improved in core UK and US portfolios reflecting economic growth and falling unemployment and low inflation in both regions. The economy in South Africa remains under pressure as economic growth contracted with prolonged strike actions in the mining and engineering industries and persistent electricity shortages. The Eurozone economies are also under pressure with growth prospects in the southern European countries remaining fragile and susceptible to external shocks.

The level of CRLs reduced by 30% to £9.3bn principally due to a reduction in balances in BNC as Spanish loans were reclassified as held for sale. The coverage ratios for home loans, unsecured retail portfolios and corporate loans remain broadly in line with expected severity rates for these types of portfolios.

Net£2,333m. Total loans and advances net of impairment decreased by £34.1bn to customers and banks were stable at £470bn reflecting a£415.4bn net £12.7bn decrease in Non-Corecash collateral and settlement balances offset by increases across the majority ofand a £21.4bn decrease in other businesses.

Lower loan impairment charges coupled with broadly stable loan balanceslending, primarily in Corporate and Investment bank. Overall, this resulted in a 4bps increase in the loan loss rate fallingLLR to 46bps (2013: 64bps). This reflects57bps.

Credit risk loans (CRLs) decreased to £6.0bn (December 2016: £6.5bn) and the stable or improving performance trends across the majority of the portfolios and is the lowest annual rate since 1998 and significantly below the longer-term average.CRL coverage ratio increased to 78% (December 2016: 71%) mainly within retail portfolios.

Analysis of the Balance Sheet

Group’s maximum exposure and collateral and other credit enhancements held

Basis of preparation

The following tables present a reconciliation between the Group’s maximum exposure and its net exposure to credit risk; reflecting the financial effects of collateral, credit enhancements and other actions taken to mitigate the Group’s exposure.

For financial assets recognised on the balance sheet, maximum exposure to credit risk represents the balance sheet carrying value after allowance for impairment. For off-balance sheet guarantees, the maximum exposure is the maximum amount that the Group would have to pay if the guarantees were to be called upon. For loan commitments and other credit related commitments that are irrevocable over the life of the respective facilities, the maximum exposure is the full amount of the committed facilities.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F     97


Risk review

Risk performance

Credit risk

Maximum exposure and effects of collateral and other credit enhancements (audited)             
   

Maximum

exposure

£m

 

 

 

   

Netting

and set-off

£m

 

 

 

  Collateral   
      Cash  Non-cash  Risk transfer  Net exposure 
As at 31 December 2017     £m  £m  £m  £m 
On-balance sheet:                          
Cash and balances at central banks   171,082                171,082 
Items in the course of collection from other banks   2,153                2,153 
Trading portfolio assets:        
Debt securities   51,200                51,200 
Traded loans   3,140          (128     3,012 
Total trading portfolio assets   54,340          (128     54,212 
Financial assets designated at fair value:        
Loans and advances   11,037       (440  (5,497  (344  4,756 
Debt securities   15                15 
Reverse repurchase agreements   100,040       (426  (99,428     186 
Other financial assets   519                519 
Total financial assets designated at fair value   111,611       (866  (104,925  (344  5,476 
Derivative financial instruments   237,669    (184,265  (33,092  (6,170  (5,885  8,257 
Loans and advances to banks   35,663       (6  (583  (37  35,037 
Loans and advances to customers:        
Home loans   147,002       (158  (146,554     290 
Credit cards, unsecured and other retail lending   55,767       (241  (3,995  (16  51,515 
Corporate loans   162,783    (6,617  (224  (45,819  (4,341  105,782 
Total loans and advances to customers   365,552    (6,617  (623  (196,368  (4,357  157,587 
Reverse repurchase agreements and other similar secured lending   12,546          (12,226     320 
Financial investments - debt securities   57,129          (463  (853  55,813 
Other assets   869                869 
Total on-balance sheet   1,048,614    (190,882  (34,587  (320,863  (11,476  490,806 
Off-balance sheet:        
Contingent liabilities   19,012       (318  (1,482  (228  16,984 
Documentary credits and other short-term trade-related transactions   812       (27  (11  (4  770 
Standby facilities, credit lines and other commitments   314,761       (46  (31,058  (1,753  281,904 
Total off-balance sheet   334,585       (391  (32,551  (1,985  299,658 
                           
Total   1,383,199    (190,882  (34,978  (353,414  (13,461  790,464 

This and subsequent analyses of credit risk include only financial assets subject to credit risk. They exclude other financial assets not subject to credit risk, mainly equity securities held for trading, as available for sale or designated at fair value, and traded commodities. Assets designated at fair value in respect of linked liabilities to customers under investment contracts have also not been included as the Group is not exposed to credit risk on these assets. Credit losses in these portfolios, if any, would lead to a reduction in the linked liabilities and not result in a loss to the Group. For off-balance sheet exposures certain contingent liabilities not subject to credit risk such as performance guarantees are excluded.

The Group mitigates the credit risk to which it is exposed through netting and set-off, collateral and risk transfer. Further detail on the Group’s policies to each of these forms of credit enhancement is presented on pages 113-114.in the Barclays PLC Pillar 3 Report 2017.

Overview

As at 31 December 2014,2017, the Group’s net exposure to credit risk after taking into account netting and set-off, collateral and risk transfer increased 4%7% to £746bn. The maximum exposure and the level of mitigation held remained broadly stable.£790.5bn. Overall, the extent to which the Group holds mitigation against its total exposure reduced slightlydecreased to 53% (2013: 54%43% (2016: 47%).

Of the remaining exposure left unmitigated, a significant portion relates to cash held at central banks, available for salefinancial investment debt securities issued by governments and cash collateral and settlement balances, all of which are considered to be lower risk. Increases in cash held at central banks and financial investment debt securities in the period have driven the increase in the Group’s net exposure to credit risk. Trading portfolio liability positions, which to a significant extent economically hedge trading portfolio assets but which are not held specifically for risk management purposes, are excluded from the analysis. The credit quality of counterparties to derivative, available for salederivatives, financial investments and wholesale loan assets are predominantly investment grade. Further analysis on the credit quality of assets is presented on pages 115-116.100 to 101.

Where collateral ishas been obtained in the event of default, the Group does not, as a rule, use such assets for its own operations and they are usually sold on a timely basis. The carrying value of assets held by the Group as at 31 December 20142017, as a result of the enforcement of collateral, was £161m (2013: £234m)£nil (2016: £16m).

 

 

112  |98    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Risk review

Risk performance

Credit risk

 

    

    

 

  Maximum exposure and effects of collateral and other credit enhancements (audited)

 

 

Maximum

exposure

£m

 

Netting and

set-off

£m

 Collateral 

Risk

transfer

£m

 

Net  

exposure  

£m  

  As at 31 December 2014

Cash

£m

 

Non-cash

£m

 

 

On-balance sheet:

        

 

Cash and balances at central banks

   39,695                    39,695  

 

Items in the course of collection from other banks

   1,210                    1,210  

 

Trading portfolio assets:

        

Debt securities

   65,997                    65,997  

Traded loans

   2,693                    2,693  

 

Total trading portfolio assets

   68,690                    68,690  

 

Financial assets designated at fair value:

        

Loans and advances

   20,198         (48  (6,657  (291 13,202  

Debt securities

   4,448                    4,448  

Reverse repurchase agreements

   5,236             (4,803     433  

Other financial assets

   469                    469  

 

Total financial assets designated at fair value

   30,351         (48  (11,460  (291 18,552  

 

Derivative financial instruments

   439,909     (353,631  (44,047  (8,231  (6,653 27,347  

 

Loans and advances to banks

   42,111     (1,012      (3,858  (176 37,065  

 

Loans and advances to customers:

        

Home loans

   166,974         (274  (164,389  (815 1,496  

Credit cards, unsecured and other retail lending

   69,022         (954  (16,433  (1,896 49,739  

Corporate loans

   191,771     (9,162  (620  (40,201  (5,122 136,666  

 

Total loans and advances to customers

   427,767     (9,162  (1,848  (221,023  (7,833 187,901  

 

Reverse repurchase agreements and other similar secured lending

   131,753             (130,135     1,618  

 

Available for sale debt securities

   85,539             (938  (432 84,169  

 

Other assets

   1,680                    1,680  

 

Total on-balance sheet

   1,268,705     (363,805  (45,943  (375,645  (15,385 467,927  

 

Off-balance sheet:

        

Contingent liabilities

   21,263         (781  (848  (270 19,364  

Documentary credits and other short term trade related transactions

   1,091         (6  (8  (3 1,074  

Forward starting reverse repurchase agreements

   13,856             (13,841     15  

Standby facilities, credit lines and other commitments

   276,315         (457  (17,385  (793 257,680  

 

Total off-balance sheet

   312,525     ���    (1,244  (32,082  (1,066 278,133  

 

        

 

Total

   1,581,230     (363,805  (47,187  (407,727  (16,451 746,060  

 

    

Maximum exposure and effects of collateral and other credit enhancements (audited)         
    Maximum   Netting  Collateral         
As at 31 December 2016  

exposure

£m

   

and set-off

£m

  

Cash

£m

  Non-cash
£m
  Risk transfer
£m
  Net exposure
£m
 
On-balance sheet:                          
Cash and balances at central banks   102,353                102,353 
Items in the course of collection from other banks   1,467                1,467 
Trading portfolio assets:        
Debt securities   38,789                38,789 
Traded loans   2,975          (270     2,705 
Total trading portfolio assets   41,764          (270     41,494 
Financial assets designated at fair value:        
Loans and advances   10,519       (17  (4,107  (432  5,963 
Debt securities   70                70 
Reverse repurchase agreements   63,162       (688  (62,233     241 
Other financial assets   262                262 
Total financial assets designated at fair value   74,013       (705  (66,340  (432  6,536 
Derivative financial instruments   346,626    (273,602  (41,641  (8,282  (5,205  17,896 
Loans and advances to banks   43,251       (4  (4,896  (22  38,329 
Loans and advances to customers:        
Home loans   144,765       (184  (143,912     669 
Credit cards, unsecured and other retail lending   57,808       (235  (5,258  (95  52,220 
Corporate loans   190,211    (8,622  (320  (52,029  (5,087  124,153 
Total loans and advances to customers   392,784    (8,622  (739  (201,199  (5,182  177,042 
Reverse repurchase agreements and other similar secured lending   13,454       (79  (13,242     133 
Financial investments - debt securities   62,879          (533  (1,286  61,060 
Other assets   1,205                1,205 
Total on-balance sheet   1,079,796    (282,224  (43,168  (294,762  (12,127  447,515 
Off-balance sheet:        
Contingent liabilities   19,908       (247  (1,403  (130  18,128 
Documentary credits and other short-term trade-related transactions   1,005       (24  (18  (3  960 
Standby facilities, credit lines and other commitments   302,681       (321  (26,548  (1,704  274,108 
Total off-balance sheet   323,594       (592  (27,969  (1,837  293,196 
                           
Total   1,403,390    (282,224  (43,760  (322,731  (13,964  740,711 

 

 |  113Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    99


 

Risk review

 

 
  Maximum exposure and effects of collateral and other credit enhancements (audited)  

 

 
 

Maximum

exposure
£m

 

Netting and

set-off

£m

 Collateral 

Risk

transfer
£m

 

Net  

exposure  
£m  

 
  As at 31 December 2013

Cash

£m

 

Non-cash

£m

 

 

 

On-balance sheet:

        

 

 

Cash and balances at central banks

   45,687                     45,687    

 

 

Items in the course of collection from other banks

   1,282                     1,282    

 

 

Trading portfolio assets:

        

Debt securities

   84,560                     84,560    

Traded loans

   1,647                     1,647    

 

 

Total trading portfolio assets

   86,207                     86,207    

 

 

Financial assets designated at fair value:

        

Loans and advances

   18,695             (6,840  (301  11,554    

Debt securities

   842                     842    

Reverse repurchase agreements

   5,323             (5,006      317    

Other financial assets

   678                     678    

 

 

Total financial assets designated at fair value

   25,538             (11,846  (301  13,391    

 

 

Derivative financial instruments

   350,300     (279,802  (36,733  (7,888  (8,830  17,047    

 

 

Loans and advances to banks

   39,422     (1,012      (3,798  (391  34,221    

 

 

Loans and advances to customers:

        

Home loans

   179,527         (239  (176,014  (941  2,333    

Credit cards, unsecured and other retail lending

   70,378     (8  (1,182  (18,566  (2,243  48,379    

Corporate loans

   184,332     (9,366  (775  (42,079  (7,572  124,540    

 

 

Total loans and advances to customers

   434,237     (9,374  (2,196  (236,659  (10,756  175,252    

 

 

Reverse repurchase agreements and other similar secured lending

   186,779             (184,896      1,883    

 

 

Available for sale debt securities

   91,298             (777      90,521    

 

 

Other assets

   1,998                     1,998    

 

 

Total on-balance sheet

   1,262,748     (290,188  (38,929  (445,864  (20,278  467,489    

 

 

Off-balance sheet:

        

Contingent liabilities

   19,675         (1,081  (950  (556  17,088    

Documentary credits and other short term trade related transactions

   780         (3  (35  (4  738    

Forward starting reverse repurchase agreements

   19,936             (19,565      371    

Standby facilities, credit lines and other commitments

   254,855         (1,220  (20,159  (2,529  230,947    

 

 

Total off-balance sheet

   295,246         (2,304  (40,709  (3,089  249,144    

 

 
        

 

 

Total

   1,557,994     (290,188  (41,233  (486,573  (23,367  716,633    

 

 

Risk performance

Credit risk

114  |


Risk review

Risk performance

Credit risk

 

 

The Group’s approach to managemanagement and representrepresentation of credit quality

Asset credit quality

All loans and advances are categorised as either ‘neither past due nor impaired’, ‘past due but not impaired’, or ‘past due and impaired’, which includes restructured loans. For the purposes of the disclosures in the balance sheet credit quality section below and the analysis of loans and advances and impairment section (page 117)114):

 

¡ A loan is considered past due when the borrower has failed to make a payment when due under the terms of the loan contract

¡The impairment allowance includes allowances against financial assets that have been individually impaired and those subject to collective impairment

¡Loansloans neither past due nor impaired consist predominantly of wholesale and retail loans that are performing. These loans, although unimpaired may carry an unidentified impairment

 

¡ Loans that area loan is considered past due but not impaired consist predominantlyand classified as “Higher risk” when the borrower has failed to make a payment when due under the terms of wholesale loans that are past due but individually assessed as not being impaired. These loans, although individually assessed as unimpaired, may carry an unidentified impairment provisionthe loan contract

 

¡ Impaired loans thaton forbearance programmes, as defined on page 111, are individually assessed consist predominantly of wholesale loans that are past due and for which an individual allowance has been raisedcategorised as “Higher risk”

 

¡ Impaired loansthe impairment allowance includes allowances against financial assets that are collectively assessed consist predominantly of retail loans that are one day or more past due for which ahave been individually impaired and those subject to collective allowance is raised. Wholesale loans that are past due, individually assessed as unimpaired, but which carry an unidentified impairment provision, are excluded from this category.impairment.

Home loans and credit card receivables that are subject to forbearance in the retail portfolios are included in the collectively assessed impaired loans column in the tables in the analysis of loans and advances and impairment section (page 117). Included within wholesale loans that are designated as neither past due nor impaired is a portion of loans that have been subject to forbearance or similar strategies as part of the Group’s ongoing relationship with clients. The loans will have an internal rating reflective of the level of risk to which the Group is exposed, bearing in mind the circumstances of the forbearance, the overall performance and prospects of the client. Loans on forbearance programmes will typically, but not always, attract a higher risk rating than similar loans which are not. A portion of wholesale loans under forbearance is included in the past due but not impaired column, although not all loans subject to forbearance are necessarily impaired or past due. Where wholesale loans under forbearance have been impaired, these form part of individually assessed impaired loans.

The Group uses the following internal measures to determine credit quality for loans that are performing:

 

Default Grade

Retail lending
Probability of

default

Wholesale lending
Probability of
default
  

Credit Quality


Description

 

1-3

0.0-0.60%  0.0-0.05%                   Strong 

4-5

  0.05-0.15%  

6-8

  0.15-0.30%  

9-11

  0.30-0.60%   

 

12-14

0.60-10.00%  0.60-2.15%   Satisfactory 

15-19

  2.15-11.35%   

 

20-21

10.00%+20 - 21  11.35%+   Higher Risk

 

For retail clients, a range of analytical tools is used to derive the probability of default of clients at inception and on an ongoing basis.

For loans that are performing, these descriptions can be summarised as follows:

Strong: there is a very high likelihood of the asset being recovered in full.

Satisfactory: while there is a high likelihood that the asset will be recovered and therefore, of no cause for concern to the Group, the asset may not be collateralised, or may relate to unsecured retail facilities, such as credit card balances and unsecured loans, which have been classified as satisfactory, regardless of the fact that the output of internal grading models may have indicated a higher classification.facilities. At the lower end of this grade there are customers that are being more carefully monitored, for example, corporate customers which are indicating some evidence of some deterioration, mortgages with a high loan to value, and unsecured retail loans operating outside normal product guidelines.

Higher risk: there is concern over the obligor’s ability to make payments when due. However, these have not yet converted to actual delinquency. There may also be doubts over the value of collateral or security provided. However, the borrower or counterparty is continuing to make payments when due and is expected to settle all outstanding amounts of principal and interest.

Loans that are past due are monitored closely, with impairment allowances raised as appropriate and in line with the Group’s impairment policies. These loans are all considered higher risk for the purpose of this analysis of credit quality.

Debt securities

For assets held at fair value, the carrying value on the balance sheet will include, among other things, the credit risk of the issuer. Most listed and some unlisted securities are rated by external rating agencies. The Group mainly uses external credit ratings provided by Standard & Poor’s, Fitch or Moody’s. Where such ratings are not available or are not current, the Group will use its own internal ratings for the securities.

Balance sheet credit quality

The following tables present the credit quality of Group assets exposed to credit risk.

Overview

As at 31 December 2014,2017, the ratio of the Group’s assets classified as strong improved to 84% (2013: 83%remained broadly stable at 89% (2016: 86%) of total assets exposed to credit risk.

Traded assets remained mostly investment grade with the following proportions being categorised as strong; 94% (2013: 95%) of total derivative financial instruments, 91% (2013: 95%) of debt securities held for trading and 98% (2013: 96%) of debt securities held as available for sale. The credit quality of counterparties to reverse repurchase agreements held at amortised cost remained broadly stable at 78% (2013: 76%). The credit risk of these assets is significantly reduced as balances are largely collateralised.

|  115


In the loan portfolios, 86% (2013: 85%) of home loans to customers are measured as strong. The majority of credit card, unsecured and other retail lending remained satisfactory, reflecting the unsecured nature of a significant proportion of the balance, comprising 71% (2013: 71%) of the total. The credit quality profile of the Group’s wholesale lending improved with counterparties rated strong increasing to 72% (2013: 70%), primarily due to increases in collateral balances generally rated strong in the Investment Bank.

Further analysis of debt securities by issuer and issuer type and netting and collateral arrangements on derivative financial instruments is presented on pages 134115 and 135116 respectively.

 

 
  Balance sheet credit quality (audited) 

 

 

  As at

  31 December 2014

Strong

(including

investment

grade)

£m

 

Satisfactory

(BB+ to B)

£m

 

Higher risk
(B- and
below)

£m

 

Maximum

exposure to

credit risk

£m

 

Strong

(including

investment

grade)

%

 

Satisfactory

(BB+ to B)

%

 

Higher risk

(B- and

below)

%

 

Maximum  

exposure to  

credit risk  

%  

 

 

 

Cash and balances at central banks

   39,695               39,695     100%     0%     0%     100%    

 

 

Items in the course of collection from other banks

   1,134     47     29     1,210     94%     4%     2%     100%    

 

 

Trading portfolio assets:

                

Debt securities

   60,290     5,202     505     65,997     91%     8%     1%     100%    

Traded loans

   446     1,935     312     2,693     16%     72%     12%     100%    

 

 

Total trading portfolio assets

   60,736     7,137     817     68,690     89%     10%     1%     100%    

 

 

Financial assets designated at fair value:

                

Loans and advances

   18,544     844     810     20,198     92%     4%     4%     100%    

Debt securities

   4,316     130     2     4,448     97%     3%     0%     100%    

Reverse repurchase agreements

   4,876     346     14     5,236     93%     7%     0%     100%    

Other financial assets

   269     168     32     469     57%     36%     7%     100%    

 

 

Total financial assets designated at fair value

   28,005     1,488     858     30,351     92%     5%     3%     100%    

 

 

Derivative financial instruments

   414,980     24,387     542     439,909     94%     6%     0%     100%    

 

 

Loans and advances to banks

   39,453     1,651     1,007     42,111     94%     4%     2%     100%    

 

 

Loans and advances to customers:

                

Home loans

   143,700     13,900     9,374     166,974     86%     8%     6%     100%    

Credit cards, unsecured and other retail lending

   15,369     49,255     4,398     69,022     23%     71%     6%     100%    

Corporate loans

   137,102     42,483     12,186     191,771     72%     22%     6%     100%    

 

 

Total loans and advances to customers

   296,171     105,638     25,958     427,767     69%     25%     6%     100%    

 

 

Reverse repurchase agreements and other similar secured lending

   102,609     29,142     2     131,753     78%     22%     0%     100%    

 

 

Available for sale debt securities

   84,405     498     636     85,539     98%     1%     1%     100%    

 

 

Other assets

   1,336     282     62     1,680     79%     17%     4%     100%    

 

 

Total assets

   1,068,524     170,270     29,911     1,268,705     84%     13%     3%     100%    

 

 

As at 31 December 2013

                

Cash and balances at central banks

   45,687               45,687     100%     0%     0%     100%    

 

 

Items in the course of collection from other banks

   1,218     51     13     1,282     95%     4%     1%     100%    

 

 

Trading portfolio assets:

                

Debt securities

   80,190     3,633     737     84,560     95%     4%     1%     100%    

Traded loans

   526     700     421     1,647     32%     42%     26%     100%    

 

 

Total trading portfolio assets

   80,716     4,333     1,158     86,207     94%     5%     1%     100%    

 

 

Financial assets designated at fair value:

                

Loans and advances

   17,020     1,017     658     18,695     91%     5%     4%     100%    

Debt securities

   403     36     403     842     48%     4%     48%     100%    

Reverse repurchase agreements

   4,492     794     37     5,323     84%     15%     1%     100%    

Other financial assets

   255     191     232     678     38%     28%     34%     100%    

 

 

Total financial assets designated at fair value

   22,170     2,038     1,330     25,538     87%     8%     5%     100%    

 

 

Derivative financial instruments

   331,541     18,042     717     350,300     95%     5%     0%     100%    

 

 

Loans and advances to banks

   36,030     2,354     1,038     39,422     91%     6%     3%     100%    

 

 

Loans and advances to customers:

                

Home loans

   153,299     14,373     11,855     179,527     85%     8%     7%     100%    

Credit cards, unsecured and other retail lending

   14,728     50,100     5,550     70,378     21%     71%     8%     100%    

Corporate loans

   128,309     46,263     9,760     184,332     70%     25%     5%     100%    

 

 

Total loans and advances to customers

   296,336     110,736     27,165     434,237     68%     26%     6%     100%    

 

 

Reverse repurchase agreements and other similar secured lending

   141,861     44,906     12     186,779     76%     24%     0%     100%    

 

 

Available for sale debt securities

   87,888     1,354     2,056     91,298     96%     2%     2%     100%    

 

 

Other assets

   1,598     340     60     1,998     80%     17%     3%     100%    

 

 

Total assets

   1,045,045     184,154     33,549     1,262,748     83%     14%     3%     100%    

 

 

 

116  |100    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Risk review

Risk performance

Credit risk

 

    

    

As the principal source of credit risk to the Group, loans and advances to customers and banks is analysed in detail below:

Loans and advances to customers and banks

Loan quality has improved in 2014 reflected by a lower loan loss rate, while balances increased most notably in Home Loans

    

 

    Analysis of loans and advances and impairment to customers and banks

 

 Gross L&A
£m
 

Impairment

allowance

£m

 

L&A net of  

impairment  

£m  

 

Credit risk

loans

£m

 

CRLs % of
gross
L&A

%

 

Loan

impairment

chargesa

£m

 

Loan loss   
rates   

bps   

 

As at 31 December 2014

             

Personal & Corporate Banking

   145,114     971     144,143       2,064     1.4     263   18   

Africa Banking

   21,334     681     20,653       1,093     5.1     295   138   

Barclaycard

   38,376     1,815     36,561       1,765     4.6     1,183   308   

 

Barclays Core

   204,824     3,467     201,357       4,922     2.4     1,741   85   

Barclays Non-Core

   20,259     428     19,831       1,209     6.0     151   75   

 

Total Group Retail

   225,083     3,895     221,188       6,131     2.7     1,892   84   

 

Investment Bank

   106,377     44     106,333       71     0.1     (14 (1)  

Personal & Corporate Banking

   79,622     668     78,954       1,630     2.0     219   28   

Africa Banking

   16,312     246     16,066       665     4.1     54   33   

Head Office and Other Operations

   3,240          3,240                    –   

 

Barclays Core

   205,551     958     204,593       2,366     1.2     259   13   

Barclays Non-Core

   44,699     602     44,097       841     1.9     53   12   

 

Total Group Wholesale

   250,250     1,560     248,690       3,207     1.3     312   12   

 

Group Total

   475,333     5,455     469,878       9,338     2.0     2,204   46   

 

Traded loans

   2,693     n/a     2,693           

Loans and advances designated at fair value

   20,198     n/a     20,198           

 

        

Loans and advances held at fair value

   22,891     n/a     22,891           

 

        

Total loans and advances

   498,224     5,455     492,769           

 

        
             

 

As at 31 December 2013

             

Personal & Corporate Banking

   140,742     1,325     139,417       2,703     1.9     357   25   

Africa Banking

   21,586     674     20,912       1,205     5.6     388   180   

Barclaycard

   33,024     1,517     31,507       1,541     4.7     1,096   332   

 

Barclays Core

   195,352     3,516     191,836       5,449     2.8     1,841   94   

Barclays Non-Core

   40,867     856     40,011       2,118     5.2     320   78   

 

Total Group Retail

   236,219     4,372     231,847       7,567     3.2     2,161   91   

 

Investment Bank

   104,468          104,468                 (30 (3)  

Personal & Corporate Banking

   77,674     701     76,973       1,861     2.4     264   34   

Africa Banking

   15,793     352     15,441       722     4.6     89   56   

Head Office and Other Operations

   3,072          3,072                 (3 (10)  

 

Barclays Core

   201,007     1,053     199,954       2,583     1.3     320   16   

Barclays Non-Core

   43,691     1,833     41,858       3,148     7.2     581   133   

 

Total Group Wholesale

   244,698     2,886     241,812       5,731     2.3     901   37   

 

Group Total

   480,917     7,258     473,659       13,298     2.8     3,062   64   

 

Traded loans

   1,647     n/a     1,647           

Loans and advances designated at fair value

   18,695     n/a     18,695           

 

        

Loans and advances held at fair value

   20,342     n/a     20,342           

 

        

Total loans and advances

   501,259     7,258     494,001           

 

        

Loans and advances to customers and banks at amortised cost net of impairment decreased to £469.9bn (2013: £473.7bn):

 

¡Non-Core decreased £17.9bn to £63.9bn driven by reclassification of Spanish loans now held for sale and a reduction in Europe Retail driven by a run-off of assets;

 

¡PCB increased £6.7bn to £223.1bn due to mortgage growth, resulting from increased market activity, and higher Corporate lending balances; and

¡Barclaycard increased £5.1bn reflecting growth across all geographies, including the impact of promotional offers and the acquisition of portfolios in the US.

CRLs decreased £4.0bn to £9.3bn primarily due to a reduction within Non-Core of £3.2bn to £2.1bn as a result of the reclassification of Spanish loans now held for sale and a write-off of a single name exposure.

Loan impairment charges improved 28% to £2.2bn due to the non-recurrence of impairments on single name exposures, impairment releases on the wholesale portfolio as a result of confirmation on Government subsidies in the renewable energy sector and improved performance in Europe, primarily due to improved recoveries and delinquencies in the mortgages portfolio. This led to a decrease in the loan loss rate to 46bps (2013: 64bps).

Note

a Excluding impairment charges on available for sale investments and reverse repurchase agreements.

Balance sheet credit quality (audited) 
As at 31 December 2017  

Strong

(including
investment
grade)

£m

   

Satisfactory

(BB+ to B)

£m

   

Higher risk
(B- and
below)

£m

   

Maximum
exposure to
credit risk

£m

   

Strong
(including
investment
grade)

%

   

Satisfactory
(BB+ to B)

%

   

Higher risk
(B- and
below)

%

   

Maximum
exposure to
credit risk

%

 
Cash and balances at central banks   171,082            171,082    100            100 
Items in the course of collection from other banks   2,088    56    9    2,153    97    3        100 
Trading portfolio assets:                
Debt securities   48,489    2,085    626    51,200    95    4    1    100 
Traded loans   1,432    1,189    519    3,140    45    38    17    100 
Total trading portfolio assets   49,921    3,274    1,145    54,340    92    6    2    100 
Financial assets designated at fair value:                
Loans and advances   9,457    817    763    11,037    86    7    7    100 
Debt securities       15        15        100        100 
Reverse repurchase agreements   82,263    17,692    85    100,040    82    18        100 
Other financial assets   482    37        519    93    7        100 
Total financial assets designated at fair value   92,202    18,561    848    111,611    82    17    1    100 
Derivative financial instruments   229,262    7,863    544    237,669    96    4        100 
Loans and advances to banks   34,590    926    147    35,663    97    3        100 
Loans and advances to customers:                
Home loans   135,576    5,781    5,645    147,002    92    4    4    100 
Credit cards, unsecured and other retail lending   26,026    24,801    4,940    55,767    47    44    9    100 
Corporate loans   113,505    36,786    12,492    162,783    70    22    8    100 
Total loans and advances to customers   275,107    67,368    23,077    365,552    76    18    6    100 
Reverse repurchase agreements and other similar secured lending   11,430    1,101    15    12,546    91    9        100 
Financial investments - debt securities   57,107    18    4    57,129    100            100 
Other assets   482    355    32    869    55    41    4    100 
Total assets   923,271    99,522    25,821    1,048,614    89    9    2    100 
                
Balance sheet credit quality (audited) 
As at 31 December 2016  

Strong

(including
investment
grade)

£m

   

Satisfactory

(BB+ to B)

£m

   

Higher risk
(B- and
below)

£m

   

Maximum
exposure to
credit risk

£m

   

Strong
(including
investment
grade)

%

   

Satisfactory
(BB+ to B)

%

   

Higher risk
(B- and
below)

%

   

Maximum
exposure to
credit risk

%

 
Cash and balances at central banks   102,353            102,353    100            100 
Items in the course of collection from other banks   1,328    130    9    1,467    91    9        100 
Trading portfolio assets:                
Debt securities   37,037    1,344    408    38,789    96    3    1    100 
Traded loans   594    1,977    404    2,975    20    66    14    100 
Total trading portfolio assets   37,631    3,321    812    41,764    90    8    2    100 
Financial assets designated at fair value:                
Loans and advances   9,692    533    294    10,519    92    5    3    100 
Debt securities   59    11        70    84    16        100 
Reverse repurchase agreements   53,151    9,999    12    63,162    84    16        100 
Other financial assets   244    18        262    93    7        100 
Total financial assets designated at fair value   63,146    10,561    306    74,013    85    14    1    100 
Derivative financial instruments   330,737    14,963    926    346,626    95    5        100 
Loans and advances to banks   39,159    3,830    262    43,251    91    9        100 
Loans and advances to customers:                
Home loans   136,922    2,589    5,254    144,765    95    1    4    100 
Credit cards, unsecured and other retail lending   5,343    50,685    1,780    57,808    9    88    3    100 
Corporate loans   140,414    37,170    12,627    190,211    74    19    7    100 
Total loans and advances to customers   282,679    90,444    19,661    392,784    72    23    5    100 
Reverse repurchase agreements and other similar secured lending   9,364    4,090        13,454    70    30        100 
Financial investments - debt securities   62,842    30    7    62,879    100            100 
Other assets   1,085    117    3    1,205    90    10        100 
Total assets   930,324    127,486    21,986    1,079,796    86    12    2    100 

 

 |  117Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    101


 

Risk review

Risk performance

Credit risk

    

 

 
  Analysis of gross loans & advances by product  

 

 
 

Home Loans

£m

 

Credit cards,

unsecured

and other

retail lending
£m

 

Corporate

Loans

£m

 

Group  

Total  

£m  

 

 

 

As at 31 December 2014

        

Personal & Corporate Banking

   136,022     23,837     64,877     224,736    

Africa Banking

   12,959     8,375     16,312     37,646    

Barclaycard

        38,376          38,376    

Investment Bank

             106,377     106,377    

Head Office and Other Operations

             3,240     3,240    

 

 

Total Core

   148,981     70,588     190,806     410,375    

Barclays Non-Core

   18,540     1,779     44,639     64,958    

 

 

Group Total

   167,521     72,367     235,445     475,333    

 

 

As at 31 December 2013

        

 

 

Personal & Corporate Banking

   132,833     25,636     59,947     218,416    

Africa Banking

   13,615     8,321     15,443     37,379    

Barclaycard

        33,024          33,024    

Investment Bank

             104,468     104,468    

Head Office and Other Operations

             3,072     3,072    

 

 

Total Core

   146,448     66,981     182,930     396,359    

Barclays Non-Core

   33,867     7,000     43,691     84,558    

 

 

Group Total

   180,315     73,981     226,621     480,917    

 

 

Analysis of the concentration of credit risk

A concentration of credit risk exists when a number of counterparties are located in a geographical region or are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The Group implements limits on concentrations in order to mitigate the risk. The analyses of credit risk concentrations presented below are based on the location of the counterparty or customer or the industry in which they are engaged. Further detail on the Group’s policies with regard to managing concentration risk is presented on page 159.311.

Geographic concentrations

As at 31 December 2014,2017, the geographic concentration of the Group’s assets remained broadly consistent with 2013. 38% (2013: 37%) of the exposure2016. Exposure is concentrated in the UK 22% (2013: 23%42% (2016: 41%) in Europe and 31% (2013: 29%), in the Americas.

For balance sheet assets, the most significant change in concentrations was for cash held at central banks. A significant reduction inAmericas 33% (2016: 33%) and Europe was noted, primarily with the European Central Bank, following the change in composition of the liquidity pool with the Bank of England and the Federal Reserve. Balances in the UK and US contributed a higher proportion of the total as a result. Overall reverse repurchase agreements have decreased due to reduced matched book trading and a focus on reducing the leveraged balance sheet. This is reflected in balances within the Americas, UK and Europe.

Information on exposures to Eurozone countries is presented on pages 119-123.21% (2016: 21%).

 

 

  Credit risk concentrations by geography (audited)

 

  As at 31 December 2014

United

Kingdom

£m

 

Europe

£m

 

Americas

£m

 

Africa and

Middle East

£m

 

Asia

£m

 

Total  

£m  

 

On-balance sheet:

            

Cash and balances at central banks

   13,770     12,224     9,365     2,161     2,175    39,695  

Items in the course of collection from other banks

   644     158          408         1,210  

Trading portfolio assets

   12,921     15,638     31,061     2,498     6,572    68,690  

Financial assets designated at fair value

   21,274     1,591     3,986     2,999     501    30,351  

Derivative financial instruments

   133,400     147,421     129,771     2,332     26,985    439,909  

Loans and advances to banks

   7,472     12,793     13,227     3,250     5,369    42,111  

Loans and advances to customers

   241,543     60,018     76,561     39,241     10,404    427,767  

Reverse repurchase agreements and other similar secured lending

   20,551     22,655     81,368     928     6,251    131,753  

Available for sale debt securities

   22,888     33,368     22,846     4,770     1,667    85,539  

Other assets

   837          232     483     128    1,680  

 

Total on-balance sheet

   475,300     305,866     368,417     59,070     60,052    1,268,705  

 

Off-balance sheet:

            

Contingent liabilities

   10,222     2,542     5,517     2,757     225    21,263  

Documentary credits and other short-term trade related transactions

   851     36          186     18    1,091  

Forward starting reverse repurchase agreements

   4,462     5,936     701     2     2,755    13,856  

Standby facilities, credit lines and other commitments

   108,025     34,886     116,343     14,911     2,150    276,315  

 

Total off-balance sheet

   123,560     43,400     122,561     17,856     5,148    312,525  

 

Total

   598,860     349,266     490,978     76,926     65,200    1,581,230  

 

Credit risk concentrations by geography (audited) 
As at 31 December 2017  United
Kingdom
£m
   

Europe

£m

   

Americas

£m

   Africa and
Middle East
£m
   

Asia

£m

   

Total

£m

 
On-balance sheet:            
Cash and balances at central banks   53,068    57,179    56,034    63    4,738    171,082 
Items in the course of collection from other banks   987    1,166                2,153 
Trading portfolio assets   10,603    13,620    25,680    473    3,964    54,340 
Financial assets designated at fair value   33,922    23,725    46,288    1,611    6,065    111,611 
Derivative financial instruments   81,656    81,566    57,858    2,792    13,797    237,669 
Loans and advances to banks   10,251    11,847    8,044    1,714    3,807    35,663 
Loans and advances to customers   253,702    39,687    63,246    2,541    6,376    365,552 
Reverse repurchase agreements and other similar secured lending   203    375    10,521    32    1,415    12,546 
Financial Investments - debt securities   17,471    23,598    14,110    114    1,836    57,129 
Other assets   592    13    148    33    83    869 
Total on-balance sheet   462,455    252,776    281,929    9,373    42,081    1,048,614 
Off-balance sheet:            
Contingent liabilities   7,603    3,039    6,708    529    1,133    19,012 
Documentary credits and other short-term trade related transactions   800    5        7        812 
Standby facilities, credit lines and other commitments   105,112    36,079    168,003    1,601    3,966    314,761 
Total off-balance sheet   113,515    39,123    174,711    2,137    5,099    334,585 
Total   575,970    291,899    456,640    11,510    47,180    1,383,199 
            
Credit risk concentrations by geography (audited) 
As at 31 December 2016  United
Kingdom
£m
   

Europe

£m

   

Americas

£m

   Africa and
Middle East
£m
   

Asia

£m

   

Total

£m

 
On-balance sheet:            
Cash and balances at central banks   30,485    40,439    24,859    77    6,493    102,353 
Items in the course of collection from other banks   969    498                1,467 
Trading portfolio assets   8,981    9,171    19,848    435    3,329    41,764 
Financial assets designated at fair value   25,821    10,244    33,181    733    4,034    74,013 
Derivative financial instruments   108,559    107,337    105,129    1,493    24,108    346,626 
Loans and advances to banks   7,458    12,674    16,894    1,778    4,447    43,251 
Loans and advances to customers   253,752    47,050    81,045    3,089    7,848    392,784 
Reverse repurchase agreements and other similar secured lending   218    309    11,439    92    1,396    13,454 
Financial Investments - debt securities   18,126    27,763    12,030    251    4,709    62,879 
Other assets   987        137    10    71    1,205 
Total on-balance sheet   455,356    255,485    304,562    7,958    56,435    1,079,796 
Off-balance sheet:            
Contingent liabilities   8,268    3,275    6,910    702    753    19,908 
Documentary credits and other short-term trade related transactions   915    9        40    41    1,005 
Standby facilities, credit lines and other commitments   106,427    35,476    156,077    1,694    3,007    302,681 
Total off-balance sheet   115,610    38,760    162,987    2,436    3,801    323,594 
Total   570,966    294,245    467,549    10,394    60,236    1,403,390 

 

118  |


Risk review

Risk performance

Credit risk

 

 
  Credit risk concentrations by geography (audited)  

 

 
  As at 31 December 2013

United

Kingdom

£m

 

Europe

£m

 

Americas

£m

 

Africa and
Middle East

£m

 

Asia

£m

 

Total  

£m  

 

 

 

On-balance sheet:

            

Cash and balances at central banks

   7,307     29,983     4,320     2,111     1,966     45,687    

Items in the course of collection from other banks

   756     242          284          1,282    

Trading portfolio assets

   15,936     21,040     37,113     2,165     9,953     86,207    

Financial assets designated at fair value

   17,487     2,632     3,399     1,372     648     25,538    

Derivative financial instruments

   108,095     114,931     98,568     2,904     25,802     350,300    

Loans and advances to banks

   6,457     12,510     10,468     2,553     7,434     39,422    

Loans and advances to customers

   236,686     74,021     70,661     39,584     13,285     434,237    

Reverse repurchase agreements and other similar secured lending

   34,027     32,820     102,922     1,887     15,123     186,779    

Available for sale debt securities

   29,540     33,816     20,189     5,875     1,878     91,298    

Other assets

   917     380     260     324     117     1,998    

 

 

Total on-balance sheet

   457,208     322,375     347,900     59,059     76,206     1,262,748    

 

 

Off-balance sheet:

            

Contingent liabilities

   10,349     2,475     4,521     2,110     220     19,675    

Documentary credits and other short-term trade related transactions

   496     121          163          780    

Forward starting reverse repurchase agreements

   5,254     3,903     4,753     4     6,022     19,936    

Standby facilities, credit lines and other commitments

   102,456     35,612     99,240     15,584     1,963     254,855    

 

 

Total off-balance sheet

   118,555     42,111     108,514     17,861     8,205     295,246    

 

 

Total

   575,763     364,486     456,414     76,920     84,411     1,557,994    

 

 

Exposures to Eurozone countries (audited)

Overview

The Group recognises the credit and market risk resulting from the on-going volatility in the Eurozone and continues to monitor events closely while taking coordinated steps to mitigate the risks associated with the challenging economic environment. Risks associated with a potential partial break-up of the European Union (EU) include:

¡102    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F Direct risk arising from sovereign default of a country exiting the EU and the impact on the economy of, and the Group’s counterparties in, that country;

¡Indirect risk arising from the subsequent impact on the economy of, and the Group’s counterparties in, other Eurozone countries; and

¡Indirect risk arising from credit derivatives that reference Eurozone sovereign debt (see page 123).

Contingency planning began in early 2012 based on a series of potential scenarios that might arise from an escalation in the crisis. Multiple tests have subsequently been run to establish the impact on customers, systems, processes and staff in the event of the most plausible scenarios. Where issues have been identified, appropriate remedial actions have been completed.

As a consequence of renewed concerns over a potential Greek exit from the Eurozone, these contingency plans have been reviewed and refreshed to ensure they remain effective. Whilst the Group’s net exposure to Greece is low, a risk of contagion spreading to other EU countries is evident and plans are in place for such a scenario.

During 2014, the Group’s net on-balance sheet exposures to Spain, Italy, Portugal, Ireland, Cyprus and Greece reduced by 18% to £43bn. This primarily reflects a reduction of 17% in exposures to Spain, Italy and Portugal as part of the Non-Core strategy. During 2014, the net funding mismatch decreased1.7bn to9.9bn in Italy and decreased1.1bn to1.9bn in Portugal. The surplus in Spain increased1.2bn to4.3bn. For Ireland there is no local balance sheet funding requirement by the Group as total liabilities in this country exceeds assets.

Net exposure to Greece was £27m (2013: £85m) with negligible net funding required from Group. On a gross basis exposure to Greece was £1,279m (2013: £906m) consisting of derivative assets with financial institutions. The exposure is mitigated by offsetting derivative liabilities and cash collateral.

Other emerging risks being monitored outside the Eurozone include Russia and China.

¡Net exposure to Russia of £1,943m largely consists of loans and advances to financial institutions of £1,076m. Gross exposure to Russia was £3,776m including derivative assets with financial institutions. The gross exposure is mitigated by offsetting derivative liabilities

¡Net exposure to China of £4,831m largely consists of loans and advances (mainly cash collateral and settlement balances) to sovereign (£1,664m) and financial institutions (£1,388m). The gross exposure to China excluding offsetting derivative liabilities was £4,999m.

Basis of preparation

The Group presents the direct balance sheet exposure to credit and market risk by country, with the totals reflecting allowance for impairment, netting and cash collateral held where appropriate.

Trading and derivatives balances relate to Investment Bank activities, principally as market-maker for government bond positions. Positions are held at fair value, with daily movements taken through profit and loss:

¡Trading assets and liabilities are presented by issuer type, whereby positions are netted to the extent allowable under IFRS. Where liability positions exceed asset positions by counterparty type, exposures are presented as nil

¡Derivative assets and liabilities are presented by counterparty type, whereby positions are netted to the extent allowable under IFRS. Cash collateral held is then added to give a net credit exposure. Where liability positions and collateral held exceed asset positions by counterparty type, exposures are presented as nil

¡Assets designated at fair value include debt and equity securities, loans and reverse repurchase agreements that have been designated at fair value.

|  119


Available for sale investments principally relate to investments in government bonds and other debt securities. Balances are reported on a fair value basis, with movements in fair value going through other comprehensive income (OCI).

Loans and advances held at amortised costa comprise: (i) retail lending portfolios, predominantly mortgages secured on residential property; and (ii) corporate lending portfolios. Settlement balances and cash collateral are excluded from this analysis.

Sovereign exposures reflect direct exposures to central and local governmentsb, the majority of which are used for hedging interest rate risk and liquidity purposes. The remaining portion is actively managed reflecting our role as a leading primary dealer, market-maker and liquidity provider to our clients. Financial institution and corporate exposures reflect the country of operations of the counterparty or issuer depending on the asset class analysed (including foreign subsidiaries and without reference to cross-border guarantees). Retail exposures reflect the country of residence for retail customers and country of operations for business banking customers. Off-balance sheet exposure consists primarily of undrawn commitments and guarantees issued to third parties on behalf of our corporate clients.

Summary of Group Exposures

The following table shows the Group’s exposure to Eurozone countries monitored internally as being higher risk and thus being the subject of particular management focus. Detailed analysis on these countries is on pagesc 120-123. The net exposure provides the most appropriate measure of the credit risk to which the Group is exposed. The gross exposure is also presented below, alongside off-balance sheet contingent liabilities and commitments. Gross exposure reflects total exposures before the effects of economic hedging by way of trading portfolio liabilities, derivative liabilities and cash collateral, but after taking into account impairment allowances and IFRS netting.

 

Net exposure by country and counterparty (audited)  

 

 

Sovereign

£m

 

Financial
institutions

£m

 

Corporate

£m

 

Residential
mortgages

£m

 

Other retail
lending

£m

 

Total net
on-balance
sheet
exposure

£m

 

Contingent
liabilities and
commitments

£m

 

Total net  
exposure  

£m  

 

As at 31 December 2014

                

Spain

   108     14,043     1,149     12     248     15,560     2,863    18,423  

Italy

   1,716     485     1,128     13,530     1,114     17,973     3,033    21,006  

Portugal

   105     7     531     2,995     1,207     4,845     1,631    6,476  

Ireland

   37     3,175     1,453     43     50     4,758     2,070    6,828  

Cyprus

   28     12     61     6     16     123     26    149  

Greece

   1     11     15               27         27  

 

 

As at 31 December 2013

                

Spain

   184     1,029     3,203     12,537     2,292     19,245     3,253    22,498  

Italy

   1,556     417     1,479     15,295     1,881     20,628     3,124    23,752  

Portugal

   372     38     891     3,413     1,548     6,262     2,288    8,550  

Ireland

   67     5,030     1,356     103     100     6,656     2,047    8,703  

Cyprus

        7     106     19     43     175     66    241  

Greece

   8     5     51     6     12     82     3    85  

 

    

 

Gross exposure by country and counterparty (audited)  

 

 

Sovereign

£m

 

Financial
institutions

£m

 

Corporate

£m

 

Residential
mortgages

£m

 

Other retail
lending

£m

 Total gross
on-balance
sheet
exposure
£m
 

Contingent
liabilities and
commitments

£m

 

Total gross  
exposure  

£m  

 

As at 31 December 2014

                

Spain

   1,559     21,244     1,810     12     248     24,873     2,863    27,736  

Italy

   3,998     5,700     1,625     13,530     1,114     25,967     3,033    29,000  

Portugal

   227     83     538     2,995     1,207     5,050     1,631    6,681  

Ireland

   412     7,124     1,816     43     50     9,445     2,071    11,516  

Cyprus

   28     503     155     6     16     707     27    734  

Greece

   17     1,242     20               1,279         1,279  

 

 

As at 31 December 2013

                

Spain

   1,198     6,715     3,596     12,537     2,292     26,338     3,253    29,591  

Italy

   4,104     4,339     1,836     15,295     1,881     27,455     3,124    30,579  

Portugal

   526     171     950     3,413     1,548     6,608     2,288    8,896  

Ireland

   587     7,819     1,424     103     100     10,033     2,047    12,080  

Cyprus

        68     126     19     43     256     66    322  

Greece

   9     824     52     6     12     903     3    906  

 

Notes

aThe Group also enters into reverse repurchase agreements and other similar secured lending, which are materially fully collateralised.
bIn addition, the Group held cash with the central banks of these countries totalling £0.2bn (2013: £0.2bn). Other material balances with central banks are classified within loans to financial institutions.
cDetailed analysis is not provided for Ireland as there is no redenomination risk due to local funding and due to significant risk relating to the underlying assets residing in an alternative country. The exposures for Cyprus and Greece are deemed immaterial to the Group.

120  |


Risk review

Risk performance

Credit risk

    

    

Spain (audited)

 

 
 

Trading portfolio

 

Derivatives

 Designated
at fair value
 Total 
 

 

 

 

As at

31 December

        Assets

£m

 

Liabilities

£m

 

Net

£m

 

Assets

£m

 

Liabilities

£m

 

Cash

collateral

£m

 

Net

£m

 

Assets

£m

 

2014

£m

 

2013  

£m  

 

 

 

Sovereign

  1,442    (1,442      59    (9      50    33    83    140    

Financial institutions

  610    (126  484    7,075    (5,771  (1,304      13,498    13,982    857    

Corporate

  584    (417  167    399    (244    �� 155    347    669    905    

 

 

    

 

 
 Amortised cost – loans and advances Off balance sheet contingent
liabilities and commitments
 

Fair value through OCI –

available for sale (AFS)  investmentsa

 
 

 

 

 

As at

31 December

Gross

£m

 

Impairment

allowances

£m

 2014 total
£m
 

2013 total

£m

 

2014

£m

 

2013

£m

 Cost
£m
 

AFS reserve

£m

 

2014 total

£m

 

2013 total  

£m  

 

 

 

Sovereign

              21            22    3    25    23    

Financial institutions

  10        10    9    476    283    48    3    51    163    

Residential mortgages

  12        12    12,537        7                –    

Corporate

  526    (51  475    2,290    2,027    1,831    5        5    8    

Other retail lending

  266    (18  248    2,292    360    1,132                –    

 

 

Total net exposure to Spain decreased 18% to £18,423m. This primarily reflects the run-down of businesses as part of the Non-Core strategy. Excluding the Spanish assets held for sale, the net on-balance sheet exposure was £2,383m (2013: £22,498m).

Sovereign

¡£108m (2013: £184m) largely consisting of holdings in government bonds held at fair value through profit and loss.

Financial institutions

¡£13,982m (2013: £857m) held at fair value through profit and loss, predominantly Spanish assets reclassified to held for sale relating to the sale of the business to Caixabank. Excluding Spanish assets held for sale the exposure was £866m (2013: £857m); and

¡£51m (2013: £163m) AFS investments with £3m (2013: £4m) cumulative gain held in AFS reserve.

Residential mortgages, Corporate and Other Retail Lending

¡The significant decrease within Residential mortgages to £12m (2013: £12,537m), Corporate to £475m (2013: £2,290m) and Other Retail Lending to £248m (2013: £2,292m) is primarily as a result of the reclassification of Spanish assets held for sale to the Financial institution category.

Italy (audited)

 

 
 

Trading portfolio

 

Derivatives

 Designated
at fair value
 Total 
 

 

 

 

As at

31 December

        Assets

£m

 

Liabilities

£m

 

Net

£m

 

Assets

£m

 

Liabilities

£m

 

Cash

collateral

£m

 

Net

£m

 

Assets

£m

 

2014

£m

 

2013  

£m  

 

 

 

Sovereign

  2,191    (2,191      1,783    (91      1,692        1,692    1,399    

Financial institutions

  246    (81  165    5,134    (3,636  (1,498      244    409    304    

Corporate

  306    (99  207    470    (211  (187  72    143    422    592    

 

 

    

 

 
 Amortised cost – loans and advances Off balance sheet contingent
liabilities and commitments
 Fair value through OCI –
available for sale (AFS) investmentsa
 
 

 

 

 

As at

31 December

Gross

£m

 

Impairment

allowances

£m

 2014 total
£m
 2013 total
£m
 

2014

£m

 

2013

£m

 Cost
£m
 

AFS reserve

£m

 2014 total
£m
 2013 total  
£m  
 

 

 

Sovereign

                       21    3    24    157    

Financial institutions

  22    (1  21    50    200    361    52    3    55    63    

Residential mortgages

  13,679    (149  13,530    15,295    18    25                –    

Corporate

  797    (123  674    858    2,806    2,069    34    (2  32    29    

Other retail lending

  1,248    (134  1,114    1,881    9    669                –    

 

 

Total net exposure to Italy reduced 12% to £21,006m primarily reflecting a £1,765m decrease in residential mortgages as the existing portfolio paid down and new business lending was reduced.

Sovereign

¡Increase of £160m to £1,716m driven by increases in net derivative positions.

Residential mortgages

¡£13,530m (2013: £15,295m) secured on residential property with average balance weighted marked to market LTVs of 60% (2013: 60%) and CRL coverage of 24% (2013: 24%); and

¡90 day arrears and gross charge-off rates remained stable at 1.2% (2013: 1.1%) and 0.7% (2013: 0.7%) respectively.

Note

a‘Cost’ refers to the fair value of the asset at recognition, less any impairment booked. ‘AFS reserve’ is the cumulative fair value gain or loss on the assets that is held in equity. ‘Total’ is the fair value of the assets at the balance sheet date.

|  121


    

    

Corporate

 

¡£674m (2013: £858m) of loans and advances focused on large corporate clients with limited exposure to property sector; and

¡Early warning list (EWL) balances reduced from £400m to £109m against a backdrop of limited impairment and improving good book measures. EWL balances as a percentage of loans and advances was 13.6% (2013: 40%).

Other retail lending

¡£592m (2013: £982m) Italian salary advance loans where repayment is deducted at source by qualifying employers and the Group is insured in the event of termination of employment or death. Arrears rates (30 and 90 days) on salary loans improved to 2.0% (2013: 2.2%) and 0.8% (2013: 1.0%) respectively, while charge-off rates worsened to 18.7% (2013: 13.8%).

¡£142m (2013: £394m) of credit cards and other unsecured loans.

Portugal (audited)

 

 
 

Trading portfolio

 

Derivatives

 Designated
at fair value
 Total 
 

 

 

 

As at

31 December

Assets
£m
 Liabilities
£m
 

Net

£m

 Assets
£m
 

Liabilities

£m

 

Cash
collateral

£m

 

Net

£m

 

Assets

£m

 

2014

£m

 

2013  

£m  

 

 

 

Sovereign

  126    (62  64    60    (60              64    21    

Financial institutions

  18    (14  4    62    (62              4    13    

Corporate

  71    (2  69    24    (5      19        88    61    

 

 

    

  

 

 
 Amortised cost – loans and advances Off balance sheet contingent
liabilities and commitments
 Fair value through OCI –
available for sale (AFS) investmentsa
 
 

 

 

 

As at

31 December

Gross
£m
 Impairment
allowances
£m
 2014 total
£m
 2013 total
£m
 

2014

£m

 

2013

£m

         Cost
£m
 AFS reserve
£m
 2014 total
£m
 

2013 total  

£m  

 

 

 

Sovereign

  36    (9  27    41            13    1    14    310    

Financial institutions

  1        1    23    4    1    2        2    2    

Residential mortgages

  3,042    (47  2,995    3,413    4    11                –    

Corporate

  689    (278  411    765    646    627    32        32    65    

Other retail lending

  1,354    (147  1,207    1,548    977    1,649                –    

 

 

Total net exposure to Portugal decreased 24% to £6,476m reflecting a £1,149m decrease in Loans and advances due to reduced lending as part of the Non-core strategy.

Sovereign

¡Sovereign exposures decreased to £105m (2013: £372m) due to the disposal of AFS government bonds.

Residential mortgages

¡£2,995m (2013: £3,413m) secured on residential property with average balance weighted LTVs of 75% (2013: 76%) and CRL coverage of 27% (2013: 34%); and

¡90 day arrears rates and recoveries remained stable at 0.5% (2013: 0.5%) and 3.6% (2013: 3.4%) respectively.

Corporate

¡Net lending to corporates of £411m (2013: £765m), with CRLs of £376m (2013: £548m), impairment allowance of £278m (2013: £352m) and CRL coverage of 74% (2013: 64%);

¡Net lending to the property and construction industry of £120m (2013: £217m) secured, in part, against real estate collateral, with CRLs of £178m (2013: £281m), impairment allowance of £129m (2013: £183m) and CRL coverage of 72% (2013: 65%); and

¡Balances on EWL decreased £330m to £458m due to increased focus on recovery balances.

Other retail lending

¡£785m (2013: £890m) credit cards and unsecured loans. 30 days arrears rates in cards portfolio deteriorated to 6.0% (2013: 4.9%) and charge-off rates were at 10.7% (2013: 8.2%).

Analysis of indirect exposures

Indirect exposure to sovereigns can arise through a number of different sources, including credit derivatives referencing sovereign debt; guarantees to savings and investment funds which hold sovereign risk; lending to financial institutions who themselves hold exposure to sovereigns and guarantees, implicit or explicit, by the sovereign to the Group’s counterparties. A geographic and industrial analysis of the Group’s loans and advances, including lending to European counterparties by type, is set out on pages 118 to 125.

Note

a‘Cost’ refers to the fair value of the asset at recognition, less any impairment booked. ‘AFS reserve’ is the cumulative fair value gain or loss on the assets that is held in equity. ‘Total’ is the fair value of the assets at the balance sheet date.

122  |


Risk review

Risk performance

Credit risk

Credit derivatives referencing sovereign debtIndustry concentrations

The Group enters into credit mitigation arrangements (principally credit default swaps and total return swaps) for which the reference asset is government debt. For Spain, Italy and Portugal, these have the net effect of reducing the Group’s exposure in the event of sovereign default. An analysis of the Group’s credit derivatives referencing sovereign debt is presented below.

 

 

Spain

£m

 

Italy

£m

 

Portugal

£m

 

Ireland

£m

 

Cyprus

£m

 

Greece 

£m 

 

As at 31 December 2014

       

Fair value

       

– Bought

   (48  91    27    (30  2   18 

– Sold

   53    (61  (22  25    (2 (21)

 

Net derivative fair value

   5    30    5    (5     (3)

 

Contract notional amount

       

– Bought

   (5,308  (11,735  (2,283  (1,730  (18 (65)

– Sold

   5,264    10,766    2,171    1,758    16   73 

 

Net derivative notional amount

   (44  (969  (112  28    (2 

 

Net protection from credit derivatives in the event of sovereign default (notional less fair value)

   (39  (939  (107  23    (2 

 

 

As at 31 December 2013

       

 

Net protection from credit derivatives in the event of sovereign default (notional less fair value)

   (18  (533  (23  62       – 

 

 

The fair values and notional amounts of credit derivative assets and liabilities would be lower than reported under IFRS if netting was permitted for assets and liabilities with the same counterparty or for which we hold cash collateral. An analysis of the effects of such netting is presented below.

 

 

 

Spain

£m

 

Italy

£m

 

Portugal

£m

 

Ireland

£m

 

Cyprus

£m

 

Greece 

£m 

 

As at 31 December 2014

       

Fair value

       

– Bought

   (19  59    19    (16  1   17 

– Sold

   24    (29  (14  11    (1 (20)

 

Net derivative fair value

   5    30    5    (5     (3)

 

Contract notional amount

       

– Bought

   (2,317  (5,204  (1,038  (688  (15 (62)

– Sold

   2,273    4,235    926    716    13   70 

 

Net derivative notional amount

   (44  (969  (112  28    (2 

 

Net protection from credit derivatives in the event of sovereign default (notional less fair value)

   (39  (939  (107  23    (2 

 

 

As at 31 December 2013

       

 

Net protection from credit derivatives in the event of sovereign default (notional less fair value)

   (18  (533  (23  62       – 

 

Credit derivatives are contracts whereby the default risk of an asset (reference asset) is transferred from the buyer to the seller of the credit derivative contract. Credit derivatives referencing sovereign assets are bought and sold to support client transactions and for risk management purposes. The contract notional amount represents the size of the credit derivative contracts that have been bought or sold, while the fair value represents the change in the value of the reference asset. The net protection or exposure from credit derivatives in the event of sovereign default amount represents a net purchase or sale of insurance by the Group. This insurance reduces or increases the Group’s total exposure and should be considered alongside the direct exposures disclosed in the preceding pages.

|  123


Industrial concentrations

As at 31 December 2014, the industrial concentration of the Group’s assets by industry remained broadly consistent year on year. 49% (2013: 49%) ofAs at 31 December 2017, total assets were concentrated towards banks and other financial institutions was 36% (2016: 43%), predominantly within derivative financial instruments which increased during the year.instruments. The proportion of the overall balance concentrated towards governments and central banks remained stable at 11% (2013: 12%increased to 20% (2016: 14%) and towards home loans remained stable at 12% (2013: 13%11% (2016: 11%).

 

 

  Credit risk concentrations by industry (audited)  

 

As at 31 December

2014

Banks

£m

 

Other
financial
insti-

tutions
£m

 

Manu-

facturing

£m

 

Const-

ruction

and

property

£m

 

Govern-

ment and

central

bank

£m

 

Energy

and

water

£m

 

Wholesale

and retail

distrib-

ution and

leisure

£m

 

Business

and other

services

£m

 

Home

loans

£m

 

Cards,

unsecured

loans and

other

personal

lending

£m

 

Other

£m

 

Total  

£m  

 

On-balance sheet:

Cash and balances at central banks

             39,695                    39,695  

Items in the course of collection from other banks

 1,210                                1,210  

Trading portfolio assets

 2,894   17,718   1,466   593   39,201   2,745   385   2,751         937  68,690  

Financial assets designated at fair value

 5,113   1,548   70   9,358   10,378   73   207   3,127   393      84  30,351  

Derivative financial instruments

 257,463   149,050   2,519   3,454   7,691   7,794   1,510   6,227         4,201  439,909  

Loans and advances to banks

 40,265            1,846                    42,111  

Loans and advances to customers

    103,388   11,647   22,842   7,115   8,536   13,339   22,372   166,974   58,914   12,640  427,767  

Reverse repurchase agreements and other similar secured lending

 38,946   86,588      4,845   739      24   611           131,753  

Available for sale debt securities

 11,122   8,365   68   45   61,341   194   27   4,084         293  85,539  

Other assets

 635   995      14   24         12           1,680  

 

Total on-balance sheet

 357,648   367,652   15,770   41,151   168,030   19,342   15,492   39,184   167,367   58,914   18,155  1,268,705  

 

Off-balance sheet:

Contingent liabilities

 1,159   5,177   2,709   698      2,757   1,157   6,496   45   191   874  21,263  

Documentary credits and other short-term trade related transactions

 470   12   197   14      1   218   62   55   28   34  1,091  

Forward starting reverse repurchase agreements

 2,128   11,724         4                    13,856  

Standby facilities, credit lines and other commitments

 2,643   29,645   28,589   11,449   2,400   24,830   12,771   24,534   16,119   110,091   13,244  276,315  

Total off-balance sheet

 6,400   46,558   31,495   12,161   2,404   27,588   14,146   31,092   16,219   110,310   14,152  312,525  

 

Total

 364,048   414,210   47,265   53,312   170,434   46,930   29,638   70,276   183,586   169,224   32,307  1,581,230  

 

124  |


Risk review

Risk performance

Credit risk

 

  Credit risk concentrations by industry (audited)  

 

As at 31 December

2013

Banks

£m

 

Other

financial

insti-

tutions

£m

 

Manu-

facturing

£m

 

Const-

ruction

and

property

£m

 

Govern-

ment and

central

bank

£m

 

Energy

and

water

£m

 

Wholesale

and retail

distrib-

ution and

leisure

£m

 

Business

and other

services

£m

 

Home

loans

£m

 

Cards,

unsecured

loans and

other

personal

lending

£m

 

Other

£m

 

Total  

£m  

 

On-balance sheet:

Cash and balances at central banks

             45,687                    45,687  

Items in the course of collection from other banks

 1,174            108                    1,282  

Trading portfolio assets

 6,964   18,064   1,379   655   50,955   3,265   545   3,312         1,068  86,207  

Financial assets designated at fair value

 4,720   2,835   164   8,589   5,613   162   327   3,038         90  25,538  

Derivative financial instruments

 219,344   103,689   1,783   2,621   6,630   8,334   1,692   3,733      18   2,456  350,300  

Loans and advances to banks

 37,388            2,034                    39,422  

Loans and advances to customers

    103,170   10,343   23,951   4,992   7,452   12,864   20,069   179,527   52,715   19,154  434,237  

Reverse repurchase agreements and other similar secured lending

 62,180   116,148      1,083   6,019      23   1,326           186,779  

Available for sale debt securities

 15,625   12,817   25   97   56,780      21   5,435         498  91,298  

Other assets

 470   1,295      17   82         134           1,998  

 

Total on-balance sheet

 347,865   358,018   13,694   37,013   178,900   19,213   15,472   37,047   179,527   52,733   23,266  1,262,748  

 

Off-balance sheet:

Contingent liabilities

 1,620   4,783   2,243   882   302   2,275   1,391   4,709   9   295   1,166  19,675  

Documentary credits and other short-term trade related transactions

 270   4   51   10      9   181   171      82   2  780  

Forward starting reverse repurchase agreements

 13,884   5,650         2         400           19,936  

Standby facilities, credit lines and other commitments

 1,886   29,348   24,381   8,935   2,839   23,765   13,221   17,474   18,751   102,088   12,167  254,855  

 

Total off-balance sheet

 17,660   39,785   26,675   9,827   3,143   26,049   14,793   22,754   18,760   102,465   13,335  295,246  

 

Total

 365,525   397,803   40,369   46,840   182,043   45,262   30,265   59,801   198,287   155,198   36,601  1,557,994  

 

Credit risk concentrations by industry (audited) 
As at 31 December 2017  

Banks

£m

   Other
financial
insti-
tutions
£m
   Manu-
facturing
£m
   Const-
ruction
and
property
£m
   

Govern-
ment and
central
bank

£m

   Energy
and
water
£m
   

Wholesale
and retail
distribu-
tion and
leisure

£m

   Business
and other
services
£m
   

Home
loans

£m

   Cards,
unsecured
loans and
other
personal
lending
£m
   Other
£m
   

Total

£m

 
On-balance sheet:                        
Cash and balances at central banks                   171,082                            171,082 
Items in the course of collection from other banks   2,153                                            2,153 
Trading portfolio assets   4,682    10,672    3,311    807    26,030    3,900    598    3,324    128        888    54,340 
Financial assets designated at fair value   21,468    78,506    38    4,666    4,812    2    3    2,083    28        5    111,611 
Derivative financial instruments   126,248    87,272    2,383    2,103    5,811    8,179    576    2,972            2,125    237,669 
Loans and advances to banks   27,780                7,883                            35,663 
Loans and advances to customers       74,923    9,249    23,706    9,433    6,104    12,450    20,483    147,002    54,205    7,997    365,552 
Reverse repurchase agreements and other similar secured lending   7,241    4,844        153    307            1                12,546 
Financial investments - debt securities   10,146    1,379            44,827    103        674                57,129 
Other assets   147    701            21                            869 
Total on-balance sheet   199,865    258,297    14,981    31,435    270,206    18,288    13,627    29,537    147,158    54,205    11,015    1,048,614 
Off-balance sheet:                        
Contingent liabilities   1,572    3,556    3,236    675    8    2,605    969    4,947    4    389    1,051    19,012 
Documentary credits and other short-term trade related transactions   524        192                71    23            2    812 
Standby facilities, credit lines and other commitments   1,026    31,427    37,913    12,956    384    31,702    14,436    34,392    10,785    126,169    13,571    314,761 
Total off-balance sheet   3,122    34,983    41,341    13,631    392    34,307    15,476    39,362    10,789    126,558    14,624    334,585 
Total   202,987    293,280    56,322    45,066    270,598    52,595    29,103    68,899    157,947    180,763    25,639    1,383,199 

 

|  125Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    103


Risk review

Risk performance

Credit risk

Credit risk concentrations by industry (audited) 
As at 31 December 2016  

Banks

£m

   Other
financial
insti-
tutions
£m
   Manu-
facturing
£m
   Const-
ruction
and
property
£m
   

Govern-
ment and
central
bank

£m

   Energy
and
water
£m
   

Wholesale
and retail
distribu-
tion and
leisure

£m

   Business
and other
services
£m
   

Home
loans

£m

   Cards,
unsecured
loans and
other
personal
lending
£m
   Other
£m
   

Total

£m

 
On-balance sheet:                        
Cash and balances at central banks                   102,353                            102,353 
Items in the course of collection from other banks   1,467                                            1,467 
Trading portfolio assets   2,231    7,998    1,625    565    21,047    3,733    324    2,972    257        1,012    41,764 
Financial assets designated at fair value   14,714    49,783    3    5,699    856    5    33    2,811    33    2    74    74,013 
Derivative financial instruments   182,664    139,066    2,913    3,488    6,547    4,585    810    3,392            3,161    346,626 
Loans and advances to banks   38,932                4,319                            43,251 
Loans and advances to customers       91,812    12,337    24,200    12,028    7,384    12,967    21,838    144,765    56,730    8,723    392,784 
Reverse repurchase agreements and other similar secured lending   2,596    10,568        38    252                            13,454 
Financial investments - debt securities   12,842    4,877            44,263        43    807            47    62,879 
Other assets   975    205            25                            1,205 
Total on-balance sheet   256,421    304,309    16,878    33,990    191,690    15,707    14,177    31,820    145,055    56,732    13,017    1,079,796 
Off-balance sheet:                        
Contingent liabilities   1,484    4,232    3,387    707    8    2,649    1,032    4,847    40    531    991    19,908 
Documentary credits and other short-term trade related transactions   433        377                157    38                1,005 
Standby facilities, credit lines and other commitments   1,021    29,329    38,829    11,876    400    29,699    14,741    26,359    9,610    126,708    14,109    302,681 
Total off-balance sheet   2,938    33,561    42,593    12,583    408    32,348    15,930    31,244    9,650    127,239    15,100    323,594 
Total   259,359    337,870    59,471    46,573    192,098    48,055    30,107    63,064    154,705    183,971    28,117    1,403,390 

104    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


    

    

As the principal source of credit risk to the Group, loans and advances to customers and banks is analysed in detail below:

Analysis of loans and advances and impairment to customers and banks 
As at 31 December 2017   

Gross
L&A

£m

 
 

 

   

Impairment
allowance
£m
 
 
 
   

L&A net of
impairment
£m
 
 
 
   

Credit risk
loans

£m

 
 

 

   

CRLs % of
gross L&A
%
 
 
 
   

Loan
impairment
charges

£m

 
 
a 

 

  

Loan loss
rates

bps

 
 

 

Barclays UK   159,397    1,649    157,748    1,950    1.2    764   48 
Barclays International   30,775    1,542    29,233    1,275    4.1    1,285   418 
Head Office   9,333    296    9,037    710    7.6    16   17 
Barclays Non-Coreb                       30    
Total Group retail   199,505    3,487    196,018    3,935    2.0    2,095   105 
Barclays UK   28,960    190    28,770    432    1.5    19   7 
Barclays International   170,299    862    169,437    1,421    0.8    219   13 
Head Office   7,103    113    6,990    206    2.9    1   1 
Barclays Non-Coreb                       (1   
Total Group wholesale   206,362    1,165    205,197    2,059    1.0    238   12 
Total loans and advances at amortised cost   405,867    4,652    401,215    5,994    1.5    2,333   57 
Traded loans   3,140    n/a    3,140    n/a      
Loans and advances designated at fair value   11,037    n/a    11,037    n/a      
Loans and advances held at fair value   14,177    n/a    14,177    n/a      
Total loans and advances   420,044    4,652    415,392    5,994      
As at 31 December 2016                                  
Barclays UK   155,729    1,519    154,210    2,044    1.3    866   56 
Barclays International   33,485    1,492    31,993    1,249    3.7    1,085   324 
Barclays Non-Core   10,319    385    9,934    838    8.1    102   99 
Total Group retail   199,533    3,396    196,137    4,131    2.1    2,053   103 
Barclays UK   15,204    282    14,922    591    3.9    30   20 
Barclays International   180,102    748    179,354    1,470    0.8    258   14 
Head Office   4,410        4,410                
Barclays Non-Core   41,406    194    41,212    299    0.7    11   3 
Total Group wholesale   241,122    1,224    239,898    2,360    1.0    299   12 
Total loans and advances at amortised cost   440,655    4,620    436,035    6,491    1.5    2,352   53 
Traded loans   2,975    n/a    2,975    n/a      
Loans and advances designated at fair value   10,519    n/a    10,519    n/a      
Loans and advances held at fair value   13,494    n/a    13,494    n/a      
Total loans and advances   454,149    4,620    449,529    6,491      

Notes

aExcluding impairment charges on available for sale investments and reverse repurchase agreements.
bBarclays Non-Core represents charges for the six months ended 30 June 2017, primarily relating to Italian mortgages transferred into Head Office on 1 July 2017.

Total loans and advances decreased by £34.1bn to £415.4bn, including a net £12.7bn decrease in cash collateral and settlement balances and a £21.4bn decrease in other lending, primarily in Corporate and Investment Bank.

Credit risk loans (CRLs) decreased to £6.0bn (2016: £6.5bn) and the ratio of CRLs to gross loans and advances remained stable at 1.5% (2016: 1.5%). Loan impairment charges decreased £19m to £2,333m. Overall, this resulted in an increase of 4bps in the loan loss rate to 57bps.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    105


Risk review

Risk performance

Credit risk

Analysis of specific portfolios and asset types

This section provides an analysis of principal portfolios and businesses in the retail and wholesale segments. In particular, home loans, credit cards, overdrafts and unsecured loans are covered for retail segments while exposures in Investment Bank and PCB including watch-list analysis are covered for wholesale segments.

In general, improved economic conditions in the UK and US aided better performance in 2014. While, European portfolios continued to show signs of stability, they remain susceptible to adverse market pressures. South African portfolios were resilient despite challenging market conditions with contracting economic growth.

Following an enhancement to the retail methodology in 2014, management adjustments to impairment allowances have now been aligned to the appropriate segments of a portfolio rather than a segment. As a result, the coverage ratio for the single segment would be higher in 2013 than 2014. The reverse would apply to segments to which management adjustments have now been allocated in 2014. There has been no impact on the overall impairment coverage at a portfolio level. This applies, in particular, to secured home loans and credits cards.loans.

Secured home loans

TotalThe UK home loans to retail customers of £161bn (2013: £173bn) represented 72% (2013: 73%portfolio comprises first lien home loans and accounts for 90% (2016: 89%) of the Group’s total retailhome loan balances. The reduction in balances was principally due to the classification of Spain assets as held for sale (2013 home loans: £13bn).

The principal portfolios listed below account for 94% of home loans in the Group’s retail portfolios, and comprise first lien mortgages.

 

 

  Home loans principal portfolios

 

 

Gross loans
and advances

£m

 

> 90 day

arrears

%

 

Non-
performing
proportion of
outstanding
balances

%

 

Gross
charge-off
rates

%

 

Recoveries
proportion of
outstanding
balances

%

 

Recoveries  
impairment  

coverage  

ratio  

%  

 

As at 31 December 2014

            

PCB – UK

   126,668     0.2     0.6     0.4     0.4    8.3  

Africa – South Africa

   11,513     0.7     4.8     1.9     4.1    31.1  

BNC – Italy

   13,761     1.2     4.2     0.7     3.0    28.0  

 

 

As at 31 December 2013

            

PCB – UK

   122,880     0.3     0.8     0.5     0.5    14.7  

Africa – South Africa

   12,172     0.7     6.2     2.6     5.6    34.7  

BNC – Italy

   15,518     1.1     3.5     0.7     2.4    25.8  

 

Home loans principal portfoliosa 
   Barclays UK 
As at 31 December  2017   2016 
Gross loans and advances (£m)   132,132    129,136 
90 day arrears rate, excluding recovery book (%)   0.1    0.2 
Non-performing proportion of outstanding balances (%)   0.4    0.6 
Annualised gross charge-off rates (%)   0.2    0.3 
Recovery book proportion of outstanding balances (%)   0.3    0.4 
Recovery book impairment coverage ratio (%)   11.2    9.1 

PCB – UK: Gross loans and advances in the home loans portfolio increased by 3% to £127bn. Arrears and charge-off rates improvedNote

aGross loans and advances include loans and advances to customers and banks. Risk metrics based on exposures to customers only.

Portfolio performance remained steady reflecting the continuing low base rate environment and improvedstable economic conditions. Balance weighted LTV reduced to 51.6% (2013: 56.3%)The non-performing proportion of outstanding balances decreased due to an increase in average house prices, which was particularly marked in Londonimproved performance and the south east. The house price increase resulted in a 60% reduction in home loans that have LTV >100% to £641m (2013: £1,596m).repossession stock. The recovery book impairment coverage ratio increased driven by a reduction in the number of customers entering recoveries, reflecting lower entries into collections and better customer payments rates from those in collections.

Within the UK home loans portfolio:

 

¡ Owner-occupiedowner-occupied interest-only home loans comprised 33% (2013: 36%28% (2016: 31%) of total balances. The decrease was driven by a greater attrition rate compared to new business flow. The average balance weighted LTV on these loans reduced to 48.7% (2013: 54.2%39.7% (2016: 41.7%), primarily driven by increases in the House Price Index (HPI) across core regions and >90the 90 day arrears reduced to 0.1% (2013:rate excluding recovery book remained steady at 0.3% (2016: 0.2%); and

 

¡ Buy-to-letbuy-to-let home loans comprised 8% (2013: 8%11% (2016: 9%) of total balances. The average balance weighted LTV reducedincreased to 57.6% (2013: 62.9%53.7% (2016: 52.6%), and >90the 90 day arrears rate excluding recovery book remained broadly steady at 0.1% (2013:(2016: 0.1%).

The recoveries impairment coverage reduced to 8.3% (2013: 14.7%). In 2014, management adjustments to impairment allowances were better aligned to appropriate segments of the portfolio, resulting in a reduction of the impairment allocated to the recoveries book. The overall impairment coverage of the total home loans portfolio remained unchanged.

Home loans principal portfolios – distribution of balances by LTVa 
    Distribution of
balances
  Impairment coverage
ratio
  Non-performing
proportion of
outstanding balances
  Non-performing
balances impairment
coverage ratio
  Recovery book
proportion of
outstanding  balances
  

Recovery book
impairment coverage

ratio

 
As at 31 December  

2017

%

  

2016

%

  

2017

%

  

2016

%

  

2017

%

  

2016

%

  

2017

%

  

2016

%

  

2017

%

  

2016

%

  

2017

%

  

2016

%

 
Barclays UK             
<=75%   91.1   91.8   0.1   0.1   0.5   0.6   4.3   4.2   0.2   0.4   7.5   5.9 
>75% and <=80%   4.1   3.5   0.1   0.2   0.5   0.6   18.6   17.1   0.3   0.4   28.0   22.1 
>80% and <=85%   2.6   2.1   0.1   0.2   0.4   0.8   16.4   20.4   0.2   0.6   27.8   25.0 
>85% and <=90%   1.2   1.3   0.2   0.3   0.5   0.7   23.8   23.0   0.3   0.6   30.7   25.4 
>90% and <=95%   0.6   0.8   0.4   0.4   0.9   1.1   28.7   28.3   0.6   0.8   38.9   33.7 
>95% and <=100%   0.2   0.3   0.6   0.7   1.2   1.9   25.6   23.4   0.9   1.5   27.7   27.0 
>100%   0.2   0.2   4.2   3.1   6.7   5.7   42.0   38.6   5.9   5.0   47.2   40.9 

Africa – South Africa: Gross loans and advances reduced by 5% as inflow of new business was outweighed by the paydown on the existing book. The improvement in the charge-off rates to 1.9% (2013: 2.6%) was due to the continued strong performance of new lending as well as focused collections strategies that led to the reduction of the recoveries book. Balances with >100% LTV reduced 28% to £390m, primarily due to a reduction in the size of the recoveries book.

BNC – Italy: Gross loans and advances reduced by 11% reflecting the amortisation of the existing portfolio, depreciation of local currency, and reduced new business flows. The impact of a reduction in the average house price was offset by paydown of the existing book, and the average balance weighted LTV remained steady at 60.0%. The proportion of home loans in recoveries increased to 3.0% (2013: 2.4%). This was due to the lengthy local legal process and difficult property market conditions.

Note

126  |


Risk review

Risk performance

Credit risk

 

 
  Home loans principal portfolios – distribution of balances by LTVa  

 

 
 PCB – UK Africa – South Africa BNC – Italy 
  

 

 

 

As at 31 December

            2014

%

 

2013

%

 

2014

%

 

2013

%

 

2014

%

 

2013  

%  

 

 

 

<=75%

   90.2     84.2     74.6     69.6     76.3     74.9    

>75% and <=80%

   4.2     6.9     7.7     8.8     12.2     14.2    

>80% and <=85%

   2.3     3.4     5.9     7.1     5.6     6.0    

>85% and <=90%

   1.4     2.1     4.3     4.8     2.2     1.8    

>90% and <=95%

   1.0     1.3     2.5     3.3     1.0     0.9    

>95% and <=100%

   0.4     0.8     1.5     1.9     0.7     0.6    

>100%

 

   

 

0.5

 

  

 

   

 

1.3

 

  

 

   

 

3.5

 

  

 

   

 

4.5

 

  

 

   

 

2.0

 

  

 

   

 

1.6  

 

  

 

 

 

Portfolio marked to market LTV (%):

            

Balance weighted

   51.6     56.3     59.9     62.3     60.0     60.0    

Valuation weighted

   39.8     43.6     40.2     42.1     46.2     46.5    

Performing balances (%):

            

Balance weighted

   51.5     56.2     58.6     60.5     58.0     58.6    

Valuation weighted

   39.7     43.5     39.5     41.1     45.5     46.5    

Non-performing balances (%):

            

Balance weighted

   62.1     68.9     87.0     92.9     107.0     98.8    

Valuation weightedb

 

   

 

49.8

 

  

 

   

 

55.1

 

  

 

   

 

64.7

 

  

 

   

 

71.4

 

  

 

   

 

69.8

 

  

 

   

 

67.8  

 

  

 

 

 

For >100% LTVs:

            

Balances (£m)

   641     1,596     390     540     284     244    

Marked to market collateral (£m)

   558     1,411     324     452     214     191    

Average LTV: balance weighted (%)

   120.9     120.5     124.2     123.1     161.4     151.1    

Average LTV: valuation weighted (%)

   114.8     113.2     120.3     119.5     133.0     128.2    

% of balances in recoveries

   4.4     3.2     37.1     45.6     66.8     62.1    

 

 

    

 

 
  Home loans principal portfolios – new lending  

 

 
 PCB – UK Africa – South Africa BNC – Italy 
  

 

 

 

As at 31 December

2014

%

 

2013

%

 

2014

%

 

2013

%

 

2014

%

 

2013  

%  

 

 

 

New bookings (£m)c

   20,349     17,100     1,590     1,654     137     494    

New mortgages proportion above 85% LTV (%)

   6.6     3.8     33.5     30.4          –    

Average LTV on new mortgages: balance weighted (%)

   64.8     64.2     74.8     74.9     61.2     59.8    

Average LTV on new mortgages: valuation weighted (%)

   57.0     57.1     65.4     64.9     51.5     52.2    

 

 

UK:During 2014, there was increased appetite for new lending in the UK as confidence in the housing market improved. New bookings rose by 19% to £20.3bn, which was broadly in line with the growth in the industry.

South Africa:The proportion of new home loans above 85% LTV increased to 33.5% (2013: 30.4%) due to a revised strategy for existing bank customers which allows a greater proportion of higher LTV loans to be booked for low risk customers.

Italy:New bookings reduced by over 70% to £137m, which was reflective of the Group’s continuing cautious lending practices in this region.

Exposures to interest-only home loans

The Group provides interest-only mortgages to customers, mainly in the UK. Under the terms of these loans, the customer makes payments of interest only for the entire term of the mortgage, although customers may make early repayments of the principal within the terms of their agreement. Subject to such early repayments, the entire principal remains outstanding until the end of the loan term and the customer is responsible for repaying this on maturity. The repayment may also be a result of the sale of the mortgaged property.

Interest-only lending is subject to bespoke underwriting criteria that includes: a maximum size of loan, maximum LTV ratios, affordability and maximum loan term among other criteria. Borrowers on interest-only terms must have a repayment strategy in place to repay the loan at maturity and a customer contact strategy has been developed to ensure ongoing communications are in place with interest-only customers at various points during the term of the mortgage. The contact strategy is varied dependent on our view of the risk of the customer.

Interest-only mortgages account for £51bn (2013: £53bn) of the total balance of £127bn (2013: £123bn) of the UK home loans portfolio and consist of £42bn (2013: £45bn) to owner-occupied customers and £9bn (2013: £8bn) to buy-to-let customers.

Interest-only mortgages to owner occupied customers comprise £35bn (2013: £37bn) of interest-only mortgages and £7bn (2013: £7bn) being the interest-only component of part and part (P&P)d mortgages.

Notes

aPortfolio marked to market based on the most updated valuation including recoveriesrecovery book balances. Updated valuations reflect the application of the latest house price indexHPI available in the country as at 31 December 2014.
bValuation weighted LTV for Italy home loans for 2013 was restated to include the recovery balances in line with other home loan disclosures.
c2013 new bookings for South Africa home loans was revised to fully include new advances to existing customers.
dAnalysis excludes the interest only portion of the part and part book which contributes £6.6bn (2013: £7.3bn) to the total interest-only balance of £41.9bn (2013: £44.5bn). Total exposure on the part and part book is £9.8bn (2013: £11bn) and represents 7% of total UK home loans portfolio.2017.

 

Home loans principal portfolios - Average LTV 
    Barclays UK 
As at 31 December  2017   2016 
Portfolio marked to market LTV (%):    
Balance weighted   47.6    47.7 
Valuation weighted   35.2    35.6 
Performing balances (%):    
Balance weighted   47.6    47.3 
Valuation weighted   35.6    35.5 
Non-performing balances (%):    
Balance weighted   49.8    52.5 
Valuation weighted   39.1    41.7 
For >100% LTVs:    
Balances (£m)   215    239 
Marked to market collateral (£m)   188    210 
Average LTV: balance weighted (%)           127.7            118.4 
Average LTV: valuation weighted (%)   118.6    113.1 
% of balances in recovery book   5.9    5.0 

 

106    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  127


    

    

 

 

Exposure to interest-only owner-occupied home loans excluding P&P interest onlya

 

 

As at 31 December

2014 2013   

 

 

Interest-only balances (£m)

   35,328     37,268    

Interest-only home loans maturity years (£m):

    

2015

   649     738    

2016

   864     985    

2017

   1,180     1,323    

2018

   1,249     1,377    

2019

   1,195     1,284    

2020-2024

   7,218     7,581    

Post 2024

   22,694     23,119    

 

Total Impairment coverage (bps)

   8     2    

 

Marked to market LTV: total balances (%)

    

Balance weighted

   48.7     54.2    

Valuation weighted

   37.6     42.4    

For >100% LTVs: (£m)

    

Balances

   349     765    

Marked to market collateral

   302     669    

 

Overview of performing portfolio

    

Performing balances (£m)

   35,155     37,050    

Marked to market LTV: performing balances (%)

    

Balance weighted

   48.6     55.0    

Valuation weighted

   37.5     42.3    

 

Overview of non-performing portfolio

    

Non-performing balances (£m)

   173     218    

Non-performing proportion of interest only balances excluding P&P IO (%)

   0.5     0.6    

Marked to market LTV: non-performing balances (%)

    

Balance weighted

   66.2     71.7    

Valuation weighted

   54.1     56.5    

 

 

The

Balance pay down coupled with benefits from the HPI increase resulted in a 10% reduction in home loans that have LTV >100% to £215m (2016: £239m).

Home loans principal portfolios – new lending          
    Barclays UK 
As at 31 December  2017   2016 
New bookings (£m)   22,665    19,885 
New mortgages proportion above 85% LTV (%)   6.0    8.6 
Average LTV on new mortgages: balance weighted (%)   63.8    63.4 
Average LTV on new mortgages: valuation weighted (%)   56.0    54.4 

Barclays UK:New lending during 2017 increased by 14%, reflecting heightened market activity while maintaining a steady risk profile. Average balance weighted LTV on new lending remained broadly stable at 63.8% (2016: 63.4%).

Head Office: Italian home loans of £9.2bn (2016: £10.0bn) are secured on residential property with an average balance weighted marked to market LTV for interest-only owner-occupied balances reduced to 48.7% (2013: 54.2%of 61.0% (2016: 61.8%) as property prices appreciated. The increase in impairment coverage to 8bps (2013: 2bps) was due to (i) enhancement in credit risk methodology wherein management adjustments to impairment allowances were allocated more granularly to their appropriate segments; and (ii) a broadening of the ‘High Risk’ definition used on interest-only mortgages. The overall impairmentCRL coverage of 41% (2016: 36%). 90 day arrears and gross charge-off rates remained stable at 1.4% (2016: 1.2%) and 0.8% (2016: 0.8%) respectively while the total home loans portfolio remained unchanged.

Exposures to mortgage current accounts (MCA) reserves

The MCA reserve isCRL book coverage ratio increased, as a secured overdraft facility previously available to home loan customersresult of an update in the UK on either a fully amortising or interest-only mortgage loan, which allows customers to borrow against the equity in their home. It permits draw-down up to an agreed available limit on a separate but connected account to the main mortgage loan facility. The balance drawn must be repaid on redemption of the mortgage.

Of the total 944k home loan customerscollateral valuation for accounts in the UK, 505k have MCA reserves, with total reserve limits of £17.9bn (2013: £18.3bn).

 

 

As at 31 December

2014 2013   

 

 

Total outstanding of home loans with MCA reserve balances (£bn)

         62.2          72.7    

As a proportion of outstanding UK home loan balances (%)

   49.1     59.2    

Home loan customers with active reserves (000s)

   505     573    

Total reserve limits (£bn)

   17.9     18.3    

Utilisation rate (%)

   32.3     31.9    

Marked To market LTV: balance weighted (%)

   47.7     53.9    

 

 

Total outstanding balances reflect the aggregate of the mortgage account and the drawn reserve. The 14% decrease in balances to £62.2bn was due to reductions in the main mortgage account following a withdrawal of the product from sale in December 2012. The rate of reduction was consistent with the previous year.

Utilisation was broadly steady at 32.3% (2013: 31.9%), while the average balance weighted LTV reduced to 47.7% (2013: 53.9%) due to an increase in average house prices and paydown of the main mortgage loan.

Although the product has been withdrawn from sale, existing customers can continue to draw against their available reserves.

Note

aAnalysis excludes the interest only portion of the part and part book which contributes £6.6bn (2013: £7.3bn) to the total interest-only balance of £41.9bn (2013: £44.5bn). Total exposure on the part and part book is £9.8bn (2013: £11bn) and represents 7% of total UK home loans portfolio.

128  |


Risk reviewrecovery book.

Risk performance

Credit risk

Credit cards, overdrafts and unsecured loans

Gross loans and advances in credit cards, overdrafts and unsecured loans in Barclays Coreother retail portfolios increased 13% to £49.2bn (2013: £43.4bn), primarily due to increases in US and UK cards. lending

The principal portfolios listed below accountaccounted for 94% (2013: 94%87% (2016: 88%) of Core portfolios.the Group’s total credit cards, unsecured loans and other retail lending.

 

 

  Principal portfolios

 

 Gross loans
and
advances
 30 day
arrears,
excluding
recoveries
 90 day
arrears,
excluding
recoveries
 Gross
charge-off
rates
 Recoveries
proportion
of
outstanding
balances
 

Recoveries  

impairment  

coverage  

ratio  

 £m % % % % %  

 

As at 31 December 2014

            

Barclaycard

            

UK cardsa

   17,447     2.5     1.2     4.3     4.9    87.6  

US cardsa,b

   14,005     2.1     1.0     3.7     1.8    87.1  

Barclays Partner Finance

   3,399     1.5     0.7     2.4     2.7    76.8  

Germany cards

   1,355     2.5     1.1     3.8     3.4    82.8  

Iberia cards

   968     6.0     2.5     8.2     6.3    84.9  

Personal & Corporate Banking

            

UK personal loans

   4,953     2.0     0.9     3.4     10.0    76.3  

UK overdrafts

   902     5.8     4.0     7.1     11.0    89.9  

Africa Banking

            

South Africa cards

   2,364     8.1     4.6     7.6     5.9    75.7  

South Africa personal loans

   993     5.4     2.6     8.1     7.8    70.8  

 

 

As at 31 December 2013

            

Barclaycard

            

UK cards

   15,937     2.4     1.1     4.4     4.6    86.2  

US cards

   10,301     2.1     1.0     4.0     1.8    86.6  

Barclays Partner Finance

   2,765     1.6     0.8     2.9     3.2    83.2  

Germany cards

   1,290     2.5     1.0     3.7     3.2    73.5  

Iberia cards

   1,036     5.7     2.4     10.7     9.9    84.8  

Personal & Corporate Banking

            

UK personal loans

   4,958     2.7     1.2     4.6     15.8    79.4  

UK overdrafts

   1,307     4.8     3.3     7.6     14.5    94.5  

Africa Banking

            

South Africa cards

   2,224     8.1     4.3     7.3     5.1    70.7  

South Africa personal loans

   906     5.4     2.6     7.9     7.4    70.4  

 

UK cards: Gross loans and advances increased by 9% to £17.4bn, primarily due to balance growth from existing customers, and new account recruitment. Recovery balances increased due to a reduction in debt sale activity.

US cards: Gross loans and advances increased by 36% to £14.0bn due to the combined impact of new account volumes and portfolio acquisitions. Arrears rates remain stable at 2.1% and 1.0% for 30 days and 90 days, respectively, driven by a strategy focused on high quality customers and low risk partnerships.

Barclays Partner Finance: Gross loans and advances increased by 23% to £3.4bn driven by growth in the motor lending portfolio. Reduction in recoveries coverage to 76.8% (2013: 83.2%) was due to the adoption of an improved loss given default model.

UK personal loans: Arrears and charge-off rates reduced over the year, as a result of the improved economic conditions and previous changes to credit criteria that have taken full effect. The recoveries proportion reduced to 10.0% (2013: 15.8%) as the write-off policy was fully embedded in 2014.

Iberia cards: Arrears rates remained stable while charge-off rates improved as performance stabilised following the completion of system migration that initially impacted direct debit processing. Balances in recovery decreased to 6.3% of outstandings (2013: 9.9%) driven by debt sale activity.

South Africa cards: Recoveries coverage increased to 75.7% (2013: 70.7%), in part due to a change in the mix of the recoveries book in store cards which have higher associated losses.

Credit cards, unsecured loans and other retail lending principal portfolios 
    

Gross loans

and

advances

£m

 

 

a 

 

  




30 day
arrears,
excluding
recovery
book

%

 
 
 
 
 

 

   




90 day
arrears,
excluding
recovery
book

%

 
 
 
 
 

 

   



Annualised
gross
charge-off
rate

%

 
 
 
 

 

   




Recovery
book
proportion of
outstanding
balances

%

 
 
 
 
 

 

   




Recovery
book
impairment
coverage
ratio

%

 
 
 
 
 

 

As at 31 December 2017           
Barclays UK           
UK cardsb   17,686   1.8    0.8    5.0    3.4    80.5 
UK personal loans   6,255   2.5    1.2    3.3    4.7    77.2 
Barclays International           
US cardsb   21,350   2.6    1.3    5.0    2.8    82.9 
Barclays Partner Finance   3,814   1.3    0.5    2.6    2.4    78.1 
Germany cards   1,976   2.5    1.0    3.8    2.7    78.0 
As at 31 December 2016           
Barclays UK           
UK cardsb   17,833   1.9    0.9    5.5    3.0    83.8 
UK personal loans   6,076   2.1    0.9    3.1    4.7    77.2 
Barclays International           
US cardsb   23,915   2.6    1.3    4.5    2.4    83.6 
Barclays Partner Finance   4,041   1.5    0.6    2.5    2.6    81.5 
Germany cards   1,812   2.6    1.0    3.7    2.7    79.0 

Notes

aaGross loans and advances includes loans and advances to customers and banks. Risk metrics based on exposures to customers.
bFor UK and US cards, outstanding recoveriesrecovery book balances for acquired portfolios recognised at fair value (which have no related impairment allowance) have been excluded from the recoveriesrecovery book impairment coverage ratio. Losses have been recognised where related to additional spend from acquired accounts in the period post acquisition.
bUS cards risk metrics exclude the impact of a £440m portfolio acquisition made in April 2014.

UK cards: The annualised gross charge-off rate, which was higher in 2016 due to accelerated asset sales, normalised in 2017 to 5.0% (2016: 5.5%) in line with expectations. The recovery book proportion of outstanding balances increased, reflecting accelerated charge-off of non-compliant forbearance plans. However, the recovery book impairment coverage ratio decreased, reflecting the one time asset sale impact of accounts with lower recovery expectations.

UK personal loans: The 30 day arrears rate increased to 2.5% (2016: 2.1%) and the 90 day arrears rate increased to 1.2% (2016: 0.9%) reflecting increased flow into delinquency from some 2016 bookings due to higher incidences of fraud and poorer performance on customers with multiple loans, coupled with a weaker performance in collections operations. Both the recovery book proportion of outstanding balances of 4.7% (2016: 4.7%) and the recovery book impairment coverage ratio of 77.2% (2016: 77.2%) remained stable.

US cards: The annualised gross charge-off rate increased to 5.0% (2016: 4.5%) broadly in line with trends across the industry and also reflecting a one-off asset sale contributing to a drop in outstanding balances. As a result, recovery book proportion of outstanding balances increased to 2.8% (2016: 2.4%).

Barclays Partner Finance: Portfolio arrears and the annualised gross charge-off rate remained broadly stable during 2017.

Germany cards: 90 day arrears and the annualised gross charge-off rate remained stable, while the recovery book coverage ratio improved reflecting better recoveries. In addition, Germany consumer loans increased to £1.4bn (2016: £1.2bn).

 

|  129
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    107


Risk review

Risk performance

Credit risk

    

Exposure to UK commercial real estate (CRE)

The UK CRE portfolio includes property investment, development, trading and house builders but excludes social housing and contractors.

 

 

  UK CRE summary

 

 Retail Wholesale Total
  

 

 

         2014 2013 2014 2013 2014 2013  

 

As at 31 December

            

UK CRE loans and advances (£m)

   1,756     1,593     9,925     9,842     11,681    11,435  

Past due balances (£m)

   94     103     299     361     393    464  

Balances past due as % of UK CRE balances

   5.4%     6.5%     3.0%     3.7%     3.4%    4.1%  

Impairment allowances (£m)

   13     16     87     110     100    126  

Past due coverage ratio

   13.6%     15.7%     29.3%     30.5%     25.7%    27.2%  

Total collateral (£m)a

   4,874     3,792     20,331     17,905     25,205    21,697  

 

 

Twelve months ended 31 December

            

Impairment charge (£m)

   1     18     22     62     23    80  

 

 

  Maturity analysis of exposure to UK CRE  

 

 Contractual maturity of UK CRE loans and advances at amortised cost  
  

 

 

   
 

        Past due

balances

 Not more
than
six months
 Over
six months
but not
more than
one year
 Over
one year
but not
more than
two years
 Over
two years
but not
more than
five years
 Over
five years
but not
more than
ten years
 Over
ten years
 Total loans  
& advances  
  As at 31 December£m £m £m £m £m £m £m £m  

 

2014

                

Retail portfolios

   94     86     59     80     222     285     930    1,756  

Wholesale portfolios

   299     752     780     1,207     3,939     1,654     1,294    9,925  

 

Total

   393     838     839     1,287     4,161     1,939     2,224    11,681  

 

 

2013

                

Retail portfolios

   103     69     37     45     163     276     900    1,593  

Wholesale portfolios

   361     592     931     1,342     4,128     1,115     1,373    9,842  

 

Total

   464     661     968     1,387     4,291     1,391     2,273    11,435  

 

While overall exposures to UK CRE remained broadly stable at £11.7bn (2013: £11.4bn), total collateral increased by 16% to £25.2bn.

Retail portfolios

¡During 2014, gross loans and advances increased 10% to £1.8bn;

¡Past due balances reduced to 5.4% (2013: 6.5%) due to continued focus by a dedicated team with early engagement of distressed customers reducing new flows into delinquency; and

¡The balance weighted LTV reduced to 51.2 % (2013: 54.9%) driven by commercial property price appreciation.

Wholesale portfolios

¡Total loans and advances at amortised cost remained broadly stable at £9.9bn (2013: £9.8bn) with growth limited to high quality assets; and

¡The Wholesale businesses operate to specific lending criteria and the portfolio of assets is continually monitored through a range of mandate and scale limits.
Wholesale loans and advances at amortised cost                                  
Analysis of wholesale loans and advances at amortised cost                         
    

Gross
L&A

£m

   Impairment
allowance
£m
   L&A net of
impairment
£m
   

Credit risk
loans

£m

   CRLs % of
gross L&A
%
   Loan
impairment
charges
£m
  

Loan loss
rates

bps

 
As at 31 December 2017             
Banks   27,520        27,520                
Other financial institutions   73,849    20    73,829    108    0.1    2    
Manufacturing   9,193    64    9,129    162    1.8    (46  (50
Construction   3,180    34    3,146    21    0.7    (6  (19
Property   20,353    61    20,292    256    1.3    (27  (13
Government and central bank   16,403    1    16,402    35    0.2        
Energy and water   6,214    124    6,090    235    3.8    (21  (34
Wholesale and retail distribution and leisure   12,497    217    12,280    253    2.0    53   42 
Business and other services   20,147    505    19,642    361    1.8    264   131 
Home loansa   5,598    48    5,550    268    4.8    11   20 
Cards, unsecured loans and other personal lendinga   4,452    33    4,419    272    6.1    (4  (9
Other   6,956    58    6,898    88    1.3    12   17 
Total wholesale loans and advances at amortised cost   206,362    1,165    205,197    2,059    1.0    238   12 
As at 31 December 2016             
Banks   35,979        35,979                
Other financial institutions   91,673    14    91,659    89    0.1    6   1 
Manufacturing   12,373    130    12,243    226    1.8    37   30 
Construction   3,418    40    3,378    58    1.7    5   15 
Property   20,541    137    20,404    464    2.3    27   13 
Government and central bank   15,847        15,847                
Energy and water   7,569    181    7,388    348    4.6    102   135 
Wholesale and retail distribution and leisure   12,995    169    12,826    258    2.0    38   29 
Business and other services   21,210    284    20,926    331    1.6    54   25 
Home loansa   5,497    48    5,449    190    3.5    9   16 
Cards, unsecured loans and other personal lendinga   5,329    129    5,200    207    3.9    6   11 
Other   8,691    92    8,599    189    2.2    15   17 
Total wholesale loans and advances at amortised cost   241,122    1,224    239,898    2,360    1.0    299   12 

Note

aBased on the most recent valuation assessment.

130  |


Risk review

Risk performance

Credit risk

 

 
  UK CRE marked to market LTV (retail)

 

 
         2014 2013a 
  As at 31 December        % %   

 

 

Marked to market LTV:

            

Balance weighted

           51.2     54.9    

Valuation weighteda

           35.9     40.8    

Marked to market LTV – performing balances:

            

Balance weighted

           51.0     54.2    

Valuation weighteda

           35.5     40.4    

Marked to market LTV – Non-performing balances:

            

Balance weighted

           57.6     75.8    

Valuation weighteda

           46.7     58.7    

 

 

    

 

 
  UK CRE LTV analysis

 

 
 Balances Balances as proportion
of total
 Collateral held 
  

 

 

 
 2014 2013 2014 2013 2014 2013   
  As at 31 December£m £m % % £m £m   

 

 

Retail portfolios

            

<=75%

   1,468     1,187     84     75     4,643     3,437    

>75% and <=100%

   144     225     8     14     180     269    

>100% and <=125%

   37     66     2     4     36     63    

>125%

   27     36     2     2     15     23    

Unsecured balances

   80     79     4     5          –    

 

 

Total

   1,756     1,593     100     100     4,874     3,792    

 

 

 

Wholesale portfolios

            

<=100%

   7,399     7,830     75     80     20,213     17,735    

>100% and <=125%

   112     132     1     1     102     126    

>125%

   140     165     1     2     16     44    

Unassessed balancesb

   1,748     1,314     18     13          –    

Unsecured balances

   526     381     5     4          –    

 

 

Total

   9,925     9,842       100       100     20,331     17,905    

 

 

 

Group

            

<=100%

   9,011     9,262     78     81     25,036     21,444    

>100% and <=125%

   149     198     1     2     139     189    

>125%

   167     201     1     2     30     67    

Unassessed balancesb

   1,748     1,314     15     11          –    

Unsecured balances

   606     460     5     4          –    

 

 

Total

   11,681     11,435     100     100     25,205     21,697    

 

 

Portfolio LTVs have reduced due to appreciating commercial property values. Unsecured balances primarily relate to working capital facilities agreed to CRE companies.

Notes

a  Valuation weighted LTV for 2013 were revised to standardise the valuation weighted calculation methodology used.
b  Corporate Banking balances under £1m.

|  131


Investment Bank

 

  Analysis of loans and advances at amortised cost  

 

 Gross L&A Impairment
allowance
 L&A net of
impairment
 Credit risk
loans
 CRLs % of
gross L&A
 Loan
impairment
charges
 

Loan loss 

rates 

 £m £m £m £m % £m bps 

 

As at 31 December 2014

             

Loans and advances to banks

             

Interbank lending

   10,275          10,275               (3 (3)

Cash collateral and settlement balances

   9,626          9,626                  – 

 

Loans and advances to customers

             

Wholesale lending

   28,436     44     28,392     71     0.2     (11 (4)

Cash collateral and settlement balances

   58,040          58,040                  – 

 

Total

   106,377     44     106,333     71     0.1     (14 (1)

 

 

As at 31 December 2013

             

Loans and advances to banks

             

Interbank lending

   9,578          9,578                  – 

Cash collateral and settlement balances

   10,765          10,765                  – 

 

Loans and advances to customers

             

Wholesale lending

   25,328          25,328               (30 (12)

Cash collateral and settlement balances

   58,797          58,797                  – 

 

Total

   104,468          104,468               (30 (3)

 

    

Non-Core Wholesale

The table below details Non-Core loans and advances which form part of the Wholesale risk portfolio.

 

 

  Analysis of loans and advances at amortised cost  

 

 Gross L&A Impairment
allowance
 L&A net of
impairment
 Credit risk
loans
 CRLs % of
gross L&A
 Loan
impairment
charges
 

Loan loss 

rates 

 £m £m £m £m % £m bps 

 

As at 31 December 2014

             

Loans and advances to banks

             

Interbank lending

   373          373                  – 

Cash collateral and settlement balances

   11,622          11,622                  – 

 

Loans and advances to customers

             

Wholesale lending

   8,978     602     8,376     841     9.4     53   59 

Cash collateral and settlement balances

   23,726          23,726                  – 

 

Total

   44,699     602     44,097     841     1.9     53   12 

 

 

As at 31 December 2013

             

Loans and advances to banks

             

Interbank lending

   346     10     336     18     5.2        – 

Cash collateral and settlement balances

   10,338          10,338                  – 

 

Loans and advances to customers

             

Wholesale lending

   15,980     1,823     14,157     3,130     19.6     581   364 

Cash collateral and settlement balances

   17,027          17,027                  – 

 

Total

   43,691     1,833     41,858     3,148     7.2     581   133 

 

Wholesale Lending decreased £5.7bn to £8.4bn driven by reclassification of Spanish loans now held for sale and run-down of legacy loan portfolios. Wholesale loans predominantly relate to capital equipment loans, legacy Collateralised Loan Obligations and legacy Collateralised Debt Obligations.

Loan impairment charges improved £528m to £53m, driven by the non-recurrence of impairments on single name exposures, impairment releases on the wholesale portfolio as a result of confirmation on Government subsidies in the renewable energy sector.

Credit Risk Loans decreased to £841m (2013: £3,148m) as a result of the reclassification of Spanish loans now held for sale and a write-off of a single name exposure.

132  |


Risk review

Risk performance

Credit risk

Wholesale Personal and Corporate Banking

The table below details Personal and Corporate Banking loans and advances which form part of the Wholesale risk portfolio.

 

  Analysis of loans and advances at amortised cost  

 

 Gross L&A Impairment
allowance
 L&A net of
impairment
 Credit risk
loans
 CRLs % of
gross L&A
 Loan
impairment
charges
 Loan loss 
rates 
 £m £m £m £m % £m bps 

 

As at 31 December 2014

             

Banks

   5,507          5,507               1   

Other financial institutions

   5,289     12     5,277     81     1.5     26   49 

Manufacturing

   6,828     34     6,794     81     1.2     (3 (4)

Construction

   2,804     16     2,788     28     1.0     1   

Property

   13,601     193     13,408     707     5.2     36   26 

Government and central bank

   1,187          1,187                  – 

Energy and water

   1,937     1     1,936     2     0.1     3   15 

Wholesale and retail distribution and leisure

   9,259     122     9,137     221     2.4     44   48 

Business and other services

   12,374     114     12,260     202     1.6     39   32 

Home loansa

   6,864     36     6,828     96     1.4     34   50 

Cards, unsecured loans and other personal lendinga

   9,567     60     9,507     15     0.2     22   23 

Other

   4,405     80     4,325     197     4.5     16   36 

 

Total

   79,622     668     78,954     1,630     2.0     219   28 

 

 

As at 31 December 2013

             

Banks

   3,140          3,140                  – 

Other financial institutions

   4,910     31     4,879     143     2.9     2   

Manufacturing

   5,940     111     5,829     162     2.7     40   67 

Construction

   2,828     40     2,788     54     1.9     2   

Property

   13,477     82     13,395     773     5.7     78   58 

Government and central bank

   571     2     569                  – 

Energy and water

   1,967     6     1,961     2     0.1     3   15 

Wholesale and retail distribution and leisure

   8,659     89     8,570     226     2.6     26   30 

Business and other services

   11,739     239     11,500     257     2.2     40   34 

Home loans

   7,606     13     7,593     34     0.4     10   13 

Cards, unsecured loans and other personal lending

   10,872     61     10,811     3          42   38 

Other

   5,965     27     5,938     207     3.5     21   35 

 

Total

   77,674     701     76,973     1,861     2.4     264   34 

 

Wholesale PCB loans and advances increased £2.0.bn to £79.0bn due to higher Corporate Banking lending balances driven by an increase in bank lending.

Credit Risk Loans decreased £0.2bn to £1.6bn and loan impairment charges improved 17% to £219m due to the improving economic environment in the UK, particularly impacting Corporate which benefitted from one-off releases and lower defaults from large UK Corporate clients. This led to a decrease in the loan loss rate to 28bps (2013: 34bps).

Analysis of Wholesale balances on watch list/early warning list

Wholesale accounts that are deemed to contain heightened levels of risk are recorded on graded watch lists (Investment Bank) or early warning lists (all other businesses) comprising three categories graded in line with the perceived severity of the risk attached to the lending, and its probability of default:

¡Category 1: a temporary classification for performing obligors who exhibit some unsatisfactory features;

¡Category 2: performing obligors where some doubt exists, but the belief is that the obligor can meet obligations over the short term; and

¡Category 3: obligors where definite concern exists with well-defined weaknesses and failure in the short term could arise should further deterioration occur. In the table below Category 3 includes impaired, non-performing and potential problem assets in line with how balances are managed and reported by the businesses.

Where an obligor’s financial health gives grounds for concern, it is immediately placed into the appropriate category. For more information please see pages 356 to 359.

Note

aIncluded in the above analysis are Wealth and Investment ManagementPrivate Banking exposures measured on an individual customer exposure basis.

Wholesale loans and advances decreased £34.8bn to £206.4bn (2016: £241.1bn), including a net £12.7bn decrease in settlement and cash collateral balances and a £22.1bn decrease in other lending, mainly in the Corporate and Investment Bank.

CRLs decreased £0.3bn to £2.1bn (2016: £2.4bn), primarily in the property and energy sectors, with fewer large name exposures arising this year compared to 2016.

Loan impairment charges decreased to £238m (2016: £299m), reflecting the trend in CRLs. The loan loss rate remained stable at 12bps (2016: 12bps).

 

108    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Analysis of problem loans

Loans that are past due or assessed as impaired within this section are reflected in the balance sheet credit quality tables on page 101 as being Higher risk.

Age analysis of loans and advances that are past due but not impaired

The following table presents an age analysis of gross loans and advances that are past due but not impaired. Loans that are past due but not impaired consist predominantly of wholesale loans that are past due but individually assessed as not being impaired. These loans although individually assessed as unimpaired may carry an unidentified impairment provision.

Loans and advances past due but not impaired (audited)                              
    

    Past due
up to 1
month

£m

       Past  due
1-2
months
£m
       Past  due
2-3
months
£m
   

    Past due
3-6

months
£m

   

    Past due

6 months

and over
£m

   

Total

£m

 
As at 31 December 2017            
Loans and advances designated at fair value   653        20        10    683 
Home loans   3    1            22    26 
Credit cards, unsecured and other retail lending           12    31    66    109 
Corporate loans   6,272    277    129    85    98    6,861 
Total   6,928    278    161    116    196    7,679 
As at 31 December 2016            
Loans and advances designated at fair value   29    8    18        16    71 
Home loans   1            33    31    65 
Credit cards, unsecured and other retail lending   2        2    11    77    92 
Corporate loans   6,962    1,235    149    178    354    8,878 
Total   6,994    1,243    169    222    478        9,106 

Loans and advances past due but not impaired decreased by £1.4bn to £7.7bn, mainly due to fewer large corporate loans past due 1-2 months.

Analysis of loans and advances assessed as impaired

The following table presents an analysis of gross loans and advances into those collectively or individually assessed as impaired. The table includes an age analysis for loans and advances collectively assessed as impaired.

Loans that are collectively assessed as impaired consist predominantly of retail loans that are one day or more past due for which a collective allowance is raised. Wholesale loans that are past due, individually assessed as unimpaired, but which carry an unidentified impairment provision, are excluded from this category.

Loans that are individually assessed as impaired consist predominantly of wholesale loans that are past due and for which an individual allowance has been raised.

Home loans, unsecured loans and credit card receivables that are subject to forbearance in the retail portfolios are included within the collectively assessed for impairment category. Where wholesale loans under forbearance have been impaired, these form part of individually assessed impaired loans.

Loans and advances assessed as impaired (audited)                               
    Past due
up to
1 month
£m
   Past due
1-2  months
£m
   Past due
2-3  months
£m
   Past due
3-6  months
£m
   Past due
6 months
and over
£m
   Total
collectively
assessed
£m
   Individually
assessed for
impairment
£m
   Total
£m
 
As at 31 December 2017                
Home loans   2,622    465    200    304    477    4,068    922    4,990 
Credit cards, unsecured and other retail lending   989    344    245    511    1,808    3,897    302    4,199 
Corporate loans   546    34    20    28    85    713    1,384    2,097 
Total   4,157    843    465    843    2,370    8,678    2,608    11,286 
As at 31 December 2016                
Home loans   2,866    795    201    298    452    4,612    820    5,432 
Credit cards, unsecured and other retail lending   1,135    354    250    516    1,702    3,957    492    4,449 
Corporate loans   288    53    35    72    131    579    1,580    2,159 
Total   4,289    1,202    486    886    2,285    9,148    2,892    12,040 

Loans and advances assessed as impaired decreased by £0.8bn to £11.3bn, reflecting a stable or generally improving trend in the ageing of impaired loans across the Group.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    109


Risk review

Risk performance

Credit risk

Potential credit risk loans (PCRLs) and coverage ratios

The Group reports potentially and actually impaired loans as PCRLs. PCRLs comprise two categories of loans: credit risk loans (CRLs) and potential problem loans (PPLs).

CRLs comprise three classes of loans:

Impaired Loans: comprises loans where an individually identified impairment allowance has been raised. This category also includes all Retail loans that have been transferred to a recovery book. See page 111 for further analysis of impaired loans.

Accruing past due 90 days or more: comprises loans that are 90 days or more past due with respect to principal or interest.

Restructured loans: comprises loans not included above where, for economic or legal reasons related to the debtor’s financial difficulties, a concession has been granted to the debtor that would not otherwise be considered. For information on restructured loans refer to disclosures on forbearance on pages 111 to 114.

PPLs are loans that are currently complying with repayment terms but where serious doubt exists as to the ability of the borrower to continue to comply with such terms in the near future. If the credit quality of a wholesale loan on a watch list deteriorates to the highest category, or a Retail loan deteriorates to delinquency cycle 2 (typically when past due 60 to 90 days), consideration is given to including it within the PPL category.

                                                                                                            
Potential credit risk loans and coverage ratios by business                              
    CRLs   PPLs   PCRLs 
As at 31 December  

2017

£m

   2016
£m
   

2017

£m

   2016
£m
   

2017

£m

   2016
£m
 
Barclays UK   1,950    2,044    266    310    2,216    2,354 
Barclays International   1,275    1,249    198    192    1,473    1,441 
Head Office   710        9        719     
Barclays Non-Core       838        11        849 
Total retail   3,935    4,131    473    513    4,408    4,644 
                               
Barclays UK   432    591    168    94    600    685 
Barclays International   1,421    1,470    763    1,530    2,184    3,000 
Head Office   206        22        228     
Barclays Non-Core       299        59        358 
Total wholesale   2,059    2,360    953    1,683    3,012    4,043 
Group total   5,994    6,491    1,426    2,196    7,420    8,687 
            
    Impairment allowance   CRL coverage   PCRL coverage 
As at 31 December  

2017

£m

   

2016

£m

   

2017

%

   

2016

%

   

2017

%

   

2016

%

 
Barclays UK   1,649    1,519    84.6    74.3    74.4    64.5 
Barclays International   1,542    1,492    120.9    119.5    104.7    103.5 
Head Office   296        41.7        41.2     
Barclays Non-Core       385        45.9        45.3 
Total retail   3,487    3,396    88.6    82.2    79.1    73.1 
                               
Barclays UK   190    282    44.0    47.7    31.7    41.2 
Barclays International   862    748    60.7    50.9    39.5    24.9 
Head Office   113        54.9        49.6     
Barclays Non-Core       194        64.9        54.2 
Total wholesale   1,165    1,224    56.6    51.9    38.7    30.3 
Group total   4,652    4,620    77.6    71.2    62.7    53.2 

CRLs decreased to £6.0bn (2016: £6.5bn) with the Group’s CRL coverage ratio increasing to 77.6% (2016: 71.2%) mainly within retail portfolios. The CRL coverage ratio for retail portfolios increased to 88.6% (2016: 82.2%) primarily due to movements in Barclays UK.

PPLs decreased to £1.4bn (2016: £2.2bn) primarily within Barclays International. The decrease was driven by Corporate and Investment Bank where the volume of PPL cases has decreased significantly.

110    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Impaired loans

The following table represents an analysis of impaired loans in line with the disclosure recommended by the Enhanced Disclosure Taskforce. Impaired loans are a subcomponent of CRLs and comprise loans where an individually identified impairment allowance has been raised. This category also includes all retail loans that have been transferred to a recovery book. For the majority of products, transfer to a recovery unit occurs for loans that are past due over 6 months unless a forbearance agreement is agreed. Earlier transfer points may occur depending on specific circumstances. Impaired loans may include loans that are still performing, fully collateralised loans or where indebtedness has already been written down to the expected realisable value.

Movement in impaired loans                                   
    

At beginning
of year

£m

   

Classified
as impaired
during
the year

£m

   

Transferred
to not
impaired
during
the year

£m

  Repayments
£m
  Amounts
written off
£m
  Acquisitions
and
disposals
£m
  Exchange
and other
adjustments
£m
  

Balance

at
31 December
£m

 
2017           
Home loans   1,140    247    (203  (149  (26     16   1,025 
Credit cards, unsecured and other retail lending   1,704    1,878    (66  (214  (1,467     27   1,862 
Corporate loans   1,770    1,065    (271  (664  (202     (181  1,517 
Total impaired loans   4,614    3,190    (540  (1,027  (1,695     (138  4,404 
2016           
Home loans   1,337    308    (150  (171  (19     (165  1,140 
Credit cards, unsecured and other retail lending   2,200    1,761    (17  (136  (1,605  (92  (407  1,704 
Corporate loans   2,098    984    (427  (220  (331  (15  (319  1,770 
Total impaired loans   5,635    3,053    (594  (527  (1,955  (107  (891  4,614 

Forbearance

Forbearance measures consist of concessions towards a debtor that is experiencing or about to experience difficulties in meeting their financial commitments (“financial difficulties”).

Analysis of forbearance programmes                              
    Balances   Impairment allowance   Impairment coverage 
As at 31 December  

2017

£m

                2016
£m
   

2017

£m

   

2016

£m

   

2017

%

   

2016

%

 
Barclays UK   847    926    226    237    26.7    25.6 
Barclays International   210    243    86    57    41.0    23.5 
Head Office   186        11        5.9     
Barclays Non-Core       211        9        4.3 
Total retail       1,243    1,380    323    303    26.0    22.0 
Barclays UKa   606    589    31    62    5.1    10.5 
Barclays Internationala   2,347    2,044    519    257    22.1    12.6 
Barclays Non-Core       269        50        18.5 
Total wholesale   2,953    2,902    550    369    18.6    12.7 
Group totalb   4,196    4,282    873    672    20.8    15.7 

Notes

a In 2017, ESHLA balances were reclassified from Barclays International to Barclays UK reflecting the management of the portfolio.

b Barclays Non-Core retail balances of £186m were reclassified into Head Office and £158m wholesale balances were reclassified into Barclays International.

Balances on forbearance programmes decreased 2% driven by better portfolio performance.

Retail balances on forbearance reduced 10% to £1.2bn, reflecting an overall decrease in both Barclays UK and Barclays International portfolios.

Barclays UK: Reduction was driven by UK cards portfolio, where balances on forbearance plans were lower due to an asset sale and application of tighter entry criteria. For the UK home loans portfolio the reduction was due to stable economic conditions and reduced forbearance entries.

Barclays International:US cards forbearance balances decreased due to an asset sale of high risk accounts. The increase in impairment allowance was driven by updated modelling methodology.

Wholesale balances on forbearance remained broadly stable at £3.0bn (2016: £2.9bn). Across the principal portfolios, the flow of new cases into forbearance during 2017 was offset by a range of repayments and credit improvements where clients returned to the performing book and a modest level of write offs.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    111


Risk review

Risk performance

Credit risk

Retail forbearance programmes

Forbearance on the Group’s principal retail portfolios in the US and UK is presented below. The principal portfolios account for 71% (2016: 73%) of total retail forbearance balances.

Analysis of key portfolios in forbearance programmes                                    
         Balances on forbearance programmes        

Marked

to market

LTV of

forbearance

balances:

balance

weighted

%

   

Marked

to market

LTV of

forbearance

balances:

valuation

weighted

%

   

Impairment

allowances

marked

against

balances on

forbearance

programmes

£m

   

Total

balances on

forbearance

programmes

coverage

ratio

%

 
                Of which:              
   

            Total

£m

   

% of gross

retail loans and

advances

%

       Past due of which:         
       

Up-to-date

£m

   

1-90 days

past due

£m

   

91 or

more days

past due

£m

         
                   
                   
                   
                    
As at 31 December 2017                  
Barclays UK                  
UK home loans   355    0.3    237    79    39    43.2    31.0    4    1.1 
UK cards   302    1.7    153    98    51    n/a    n/a    179    59.3 
UK personal loans   77    1.2    48    21    8    n/a    n/a    30    39.0 
Barclays International                  
US cards   148    0.7    107    30    11    n/a    n/a    58    39.2 
As at 31 December 2016                  
Barclays UK                  
UK home loans   390    0.3    188    149    53    44.7    31.3    3    0.8 
UK cards   337    1.9    255    59    23    n/a    n/a    185    54.9 
UK personal loans   94    1.5    58    26    10    n/a    n/a    38    40.4 
Barclays International                  
US cards   186    0.8    139    35    12    n/a    n/a    38    20.4 

UK home loans:Improvement driven by stable economic conditions and a reduction in forbearance entries.

UK cards:Balances on forbearance plans reduced due to an asset sale and tighter entry criteria. The forbearance impairment coverage ratio increased due to the inclusion of additional forbearance populations in 2017 which carry higher impairment provision rates.

UK personal loans:Impairment allowance held against forbearance stock decreased in line with the overall forbearance balance and the coverage ratio remained relatively stable.

US cards:Balances were lower due to asset sale of high risk accounts while impairment allowance increased due to a change in methodology.

Forbearance by type                                           
   Barclays UK      Barclays International 
   UK home loans   UK cards   UK personal loans     US cards 
As at 31 December  

            2017

£m

   

            2016

£m

   

            2017

£m

   

            2016

£m

   

            2017

£m

   

            2016

£m

      

            2017

£m

   

            2016

£m

 
Payment concession   94    96    84    45                  
Interest only conversion   75    84                          
Term extension   184    210            8    16          
Fully amortising                   54    65     135    97 
Repayment plana           96    218    15    13     13    89 
Interest rate concession   2        122    74                   
Total   355    390    302    337    77    94      148    186 

Note

a Repayment plan represents a reduction to the minimum payment due requirements and interest rate.

UK cards: The reduction in the Repayment Plan book was driven by aone-time acceleratedcharge-off of legacy accounts in addition to reduced inflow as a result of tighter entry criteria. This reduction was partially offset by the inclusion of new segments following a review of the forbearance population to better align with policy.

 

112    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


|  133

Wholesale forbearance programmes

The tables below detail balance information for wholesale forbearance cases.

Analysis of wholesale balances in forbearance programmesa                          
        Balances on forbearance programmes        

Impairment

allowances

marked

against

balances on

forbearance

programmes

     
           Of which:     

Total

balances on

forbearance

programmes

coverage

ratio

 
           

Performing

balances

   

Impaired

up-to-date

balances

             
       

% of gross

wholesale

loans and

advances

       

Balances

between

1 and 90 days

past due

   

Balances

91 days

or more

past due

     
                   
   

Total

    balances

               
                 
    £m   %   £m   £m   £m   £m   £m   % 
As at 31 December 2017                
Barclays UK   606    2.1    378    8    89    131    31    5.1 
Barclays International   2,347    1.4    1,587    300    57    403    519    22.1 
Total   2,953    1.4    1,965    308    146    534    550    18.6 
As at 31 December 2016                
Barclays UK   589    3.9    187    93    78    231    62    10.5 
Barclays International   2,044    1.1    1,285    567    33    159    257    12.6 
BarclaysNon-Core   269    0.6    57    44    25    143    50    18.6 
Total   2,902    1.2    1,529    704    136    533    369    12.7 

Note

a In 2017, certain ESHLA balances were reclassified from Barclays International to Barclays UK reflecting the management of the portfolio.

Wholesale forbearance reporting split by exposure class                    
       Personal and         
   Corporate   trusts           Other           Total 
    £m   £m   £m   £m 
As at 31 December 2017        
Restructure: reduced contractual cash flows   5            5 
Restructure: maturity date extension   373    26        399 
Restructure: changed cash flow profile (other than extension)   297            297 
Restructure: payment other than cash   16            16 
Change in security   9            9 
Adjustments ornon-enforcement of covenants   1,477    101    1    1,579 
Other (e.g. capital repayment holiday; restructure pending)   474    174        648 
Total   2,651    301    1    2,953 
As at 31 December 2016        
Restructure: reduced contractual cash flows   32            32 
Restructure: maturity date extension   411    107        518 
Restructure: changed cash flow profile (other than extension)   346    1        347 
Restructure: payment other than cash   10            10 
Change in security   7            7 
Adjustments ornon-enforcement of covenants   1,242    155        1,397 
Other (e.g. capital repayment holiday; restructure pending)   438    153        591 
Total   2,486    416        2,902 
        
Wholesale forbearance reporting split by business unit                    
       Barclays   Barclays     
   Barclays UK   International   Non-Core   Total 
    £m   £m   £m   £m 
As at 31 December 2017        
Restructure: reduced contractual cash flows   3    2        5 
Restructure: maturity date extension   90    309        399 
Restructure: changed cash flow profile (other than extension)   199    98        297 
Restructure: payment other than cash       16        16 
Change in security       9        9 
Adjustments ornon-enforcements of covenants   223    1,356        1,579 
Other (e.g. capital repayment holiday; restructure pending)   91    557        648 
Total   606    2,347        2,953 
As at 31 December 2016        
Restructure: reduced contractual cash flows   3    29        32 
Restructure: maturity date extension   114    316    88    518 
Restructure: changed cash flow profile (other than extension)   180    164    3    347 
Restructure: payment other than cash       10        10 
Change in security   1    6        7 
Adjustments ornon-enforcements of covenants   132    1,212    53    1,397 
Other (e.g. capital repayment holiday; restructure pending)   159    307    125    591 
Total   589    2,044    269    2,902 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    113


Risk review

Risk performance

Credit risk

Wholesale forbearance flows in 2017
£m
As at 1 January 20172,902
Added to forbearance        2,157
Removed from forbearance (credit improvement)(632
Fully or partially repaid and other movements(1,277
Written off/moved to recovery book(197
As at 31 December 20172,953

Impairment

Impairment allowances

Impairment allowances remained stable at £4,652m (2016: £4,620m) during the year.

Movements in allowance for impairment by asset class (audited)                           
                       Amounts     
       Acquisitions     Exchange         charged to     
   At beginning   and  Unwind of  and other  Amounts      income   Balance at 
   of year   disposals  discount  adjustments  written off    Recoveries   statement   31 December 
    £m   £m  £m  £m  £m  £m   £m   £m 
2017            
Home loans   467       (5  (4  (29      29    458 
Credit cards, unsecured and other retail lending   3,060       (43  (223  (2,042  252    2,051    3,055 
Corporate loans   1,093    (5     (13  (258  82    240    1,139 
Total impairment allowance   4,620    (5  (48  (240  (2,329  334    2,320    4,652 
2016            
Home loans   518    (3  (5  (108  (23      88    467 
Credit cards, unsecured and other retail lending   3,394    (2  (70  (709  (1,806  296    1,957    3,060 
Corporate loans   1,009          81   (364  69    298    1,093 
Total impairment allowance   4,921    (5  (75  (736  (2,193  365    2,343    4,620 

Management adjustments to models for impairment

Management adjustments to models for impairment are applied in order to factor in certain conditions or changes in policy that are not incorporated into the relevant impairment models, or to reflect additionally known facts and circumstances at the period end. Adjustments typically increase the model derived impairment allowance. Where applicable, management adjustments are reviewed and incorporated into future model development.

Management adjustments to models of more than £10m with respect to impairment allowance in our principal portfolios are presented below.

Principal portfolios that have management adjustments greater than £10m                    
   2017   2016 
   Total       Total     
   management       management     
   adjustments       adjustments     
   to       to     
   impairment   Proportion   impairment   Proportion 
   allowances,   of total   allowances,   of total 
   including   impairment   including   impairment 
   forbearance   allowances   forbearance   allowances 
As at 31 December  £m   %   £m   % 
Barclays UK        

UK cards

   49    5    312    34 

UK home loans

   71    72    70    69 

UK business lending

   70    31    69    33 
Barclays International        

Corporate Banking

   68    11    71    14 

Barclays Partner Finance

   37    24    59    37 

UK cards:Adoption of new PD models resulted in ayear-on-year release of PMAs.

UK home Loans: To capture the potential impact from an increase in the house price to earnings ratio, change in the impairment methodology and increased coverage on interest-only loans maturing in the next five years.

UK business lending: To align to impairment policy requirements, potential impact from commercial property price deterioration and the susceptibility of minimum debt service customers to interest rate rises.

Corporate banking:Most material adjustment related to the risk associated with the potential of rate rises impacting low interest cover clients.

Barclays Partner Finance: Adoption of new PD models resulted in ayear-on-year release of PMAs.

114    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


    

    

 

  Watch list rating of wholesale balancesa  

 

 Watch list 1 Watch list 2 Watch list 3 Total
  

 

 

         2014 2013 2014 2013 2014 2013 2014 2013  
  As at 31 December£m £m £m £m £m £m £m £m  

 

Property

   345     691     576     849     2,333     3,271     3,254    4,811  

Wholesale and retail, distribution and leisure

   248     722     936     1,014     868     972     2,052    2,708  

Energy and water

   78     100     1,010     255     392     435     1,480    790  

Agriculture, forestry, fishing & miscellaneous activities

   280     252     517     695     637     637     1,434    1,584  

Manufacturing

   406     348     302     683     570     771     1,278    1,802  

Business and other services

   269     141     617     935     356     344     1,242    1,420  

Financial institutions/services

   21     294     314     59     617     813     952    1,166  

Transport

   98     193     127     342     462     244     687    779  

Construction

   65     137     144     120     259     526     468    783  

Other

   4     155     51     65     100     154     155    374  

 

Total

   1,814     3,033     4,594     5,017     6,594     8,167     13,002    16,217  

 

As a percentage of total balances

   14%     19%     35%     31%     51%     50%     100%    100%  

 

Total watch list balances fell by 20% to £13.0bn principally reflecting lower balances in Spain as a result of write-offs and the transfer of balances to held for sale, as well as lower balances in the property sector in other regions, particularly the UK.

Total watch list balances in the energy and water industry sector increased by 87% to £1,480m largely as a result of the inclusion of one large single name counterparty in category 2.

Balances across all the other industry sectors reduced year on year. Despite a 32% reduction to £3.3bn property remained the largest industry sector with a majority of the reduction arising in watch list 3 cases.

Analysis of debt securities

Debt securities include government securities held as part of the Group’s treasury management portfolio for liquidity and regulatory purposes, and are for use on a continuing basis in the activities of the Group.

The following tables provide an analysis of debt securities held by the Group for trading and investment purposes by issuer type, and where the Group held government securities exceeding 10% of shareholders’ equity.

Further information on the credit quality of debt securities is presented on pages 115100 to 116. Further disclosure on sovereign exposures in the Eurozone is presented on pages 119 to 123.101.

 

 

  Debt securities

 

 2014 2013
  

 

 

  As at 31 December£m % £m %  

 

Of which issued by:

        

Governments and other public bodies

   106,292     68.1     112,613    63.7  

Corporate and other issuers

   29,557     19.0     39,679    22.5  

US agency

   11,460     7.3     11,145    6.3  

Mortgage and asset backed securities

   8,396     5.4     12,880    7.3  

Bank and building society certificates of deposit

   279     0.2     383    0.2  

 

Total

   155,984     100.0     176,700    100.0  

 

    

 

  Government securities

 

  As at 31 December    

2014

Fair value

£m

 

2013  

Fair value  

£m  

 

United States

       32,096    28,979  

United Kingdom

       28,938    30,951  

Germany

       7,801    4,856  

France

       6,259    9,868  

South Africa

       5,724    5,136  

 

Note

aBalances comprise PCB, Investment Bank and BNC.

134  |


Risk review

Risk performance

Credit risk

Debt securities                    
    2017   2016 
As at 31 December  £m   %   £m   % 
Of which issued by:        
Governments and other public bodies   69,981    64.5    64,852    63.7 
Corporate and other issuers   27,955    25.8    28,284    27.8 
US agency   7,868    7.3    6,208    6.1 
Mortgage and asset backed securities   2,520    2.3    2,372    2.3 
Bank and building society certificates of deposit   21    0.1    23    0.1 
Total   108,345        100.0    101,739        100.0 
        
Government securities                    
As at 31 December            2017
Fair value
£m
   2016
Fair value
£m
 
United States       21,570    16,284 
United Kingdom             19,475    20,145 

Analysis of Derivatives (audited)derivatives

The tables below set out the fair values of the derivative assets together with the value of those assets subject to enforceable counterparty netting arrangements for which the Group holds offsetting liabilities and eligible collateral.

 

Derivative assets (audited)Derivative assets (audited)           

   2017   2016 
Derivative assets2014 2013 

 
As at 31 December 2014

Balance sheet
assets

£m

 

Counterparty
netting

£m

 

Net

exposure
£m

 

Balance sheet
assets

£m

 

Counterparty
netting

£m

 Net  
exposure  
£m  
 

 
As at 31 December  

Balance
sheet
assets

£m

   

Counterparty
netting

£m

   Net
exposure
£m
   

Balance
sheet
assets

£m

   

Counterparty

netting

£m

   Net
exposure
£m
 

Foreign exchange

   74,470     58,153     16,317     60,228     46,912     13,317       54,943    42,117    12,826    79,744    59,040    20,704 

Interest rate

   309,946     253,820     56,126     232,249     193,466     38,782       153,043    117,559    35,484    228,652    185,723    42,929 

Credit derivatives

   23,507     19,829     3,678     27,350     23,981     3,369       12,549    9,952    2,597    16,273    12,891    3,382 

Equity and stock index

   14,844     10,523     4,321     16,286     10,617     5,669       14,698    12,702    1,996    17,089    12,603    4,486 

Commodity derivatives

   17,142     11,306     5,836     14,187     4,826     9,361       2,436    1,935    501    4,868    3,345    1,523 

 

Total derivative assets

   439,909     353,631     86,278     350,300     279,802     70,498       237,669    184,265    53,404    346,626    273,602        73,024 

 

Cash collateral held

       44,047         36,733             33,092          41,641 

 

Net exposure less collateral

       42,231         33,765                 20,312          31,383 

 

Derivative asset exposures would be £398bn (2013: £317bn)£217bn (2016: £315bn) lower than reported under IFRS if netting were permitted for assets and liabilities with the same counterparty or for which the Group holds cash collateral. Similarly, derivative liabilities would be £397bn (2013: £313bn)£217bn (2016: £317bn) lower reflecting counterparty netting and collateral placed. In addition,non-cash collateral of £8bn (2013:£6bn (2016: £8bn) was held in respect of derivative assets. The Group received collateral from clients in support of over the counter derivative transactions. These transactions are generally undertaken under International Swaps and Derivative Association (ISDA) agreements governed by either UK or New York law.

Exposure relating to derivatives, repurchase agreements, reverse repurchase agreements, stock borrowing and loan transactions is calculated using internal PRA approved models. These are used as the basis to assess both regulatory capital and capital appetite and are managed on a daily basis. The methodology encompasses all relevant factors to enable the current value to be calculated and the future value to be estimated, for example, current market rates, market volatility and legal documentation (including collateral rights).

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    115


Risk review

Risk performance

Credit risk

The table below sets out the fair value and notional amounts of OTC derivative instruments by type of collateral arrangement.

 

 

 
  Derivatives by collateral arrangement2014 2013 

 

 
 

Notional
contract

amount

£m

 

 

Fair value

 Notional
contract
 Fair value 
    

 

 

     

 

 

 
 Assets
£m
 Liabilities
£m
 

amount

£m

 Assets
£m
 Liabilities
£m
 

 

 

Unilateral in favour of Barclays

            

Foreign exchange

   15,067     191     (158)     29,098     363     (344)  

Interest rate

   5,826     940     (72)     6,495     652     (115)  

Credit derivatives

   226     3     (4)     402     14     (7)  

Equity and stock index

   310     3     (8)     486     4     (17)  

Commodity derivatives

   2,455     158     (120)     5,477     84     (90)  

 

 

Total unilateral in favour of Barclays

   23,884     1,295     (362)     41,958     1,117     (573)  

 

 

Unilateral in favour of counterparty

            

Foreign exchange

   24,861     681     (2,713)     37,223     1,023     (2,995)  

Interest rate

   138,396     6,073     (8,751)     153,566     5,221     (7,067)  

Credit derivatives

   403     6     (19)     378     1     (46)  

Equity and stock index

   1,100     133     (137)     1,158     90     (112)  

Commodity derivatives

   2,881     359     (138)     5,645     236     (109)  

 

 

Total unilateral in favour of counterparty

   167,641     7,252     (11,758)     197,970     6,571     (10,329)  

 

 

Bilateral arrangement

            

Foreign exchange

   3,350,366     67,496     (70,919)     4,245,971     53,917     (57,005)  

Interest rate

   9,032,753     263,812     (256,697)     11,740,243     209,730     (198,799)  

Credit derivatives

   887,041     18,290     (17,002)     1,261,171     22,214     (22,226)  

Equity and stock index

   162,615     6,033     (10,498)     143,121     9,052     (13,985)  

Commodity derivatives

   68,400     6,254     (6,377)     157,639     8,673     (8,310)  

 

 

Total bilateral arrangement

   13,501,175     361,885     (361,493)     17,548,145     303,586     (300,325)  

 

 

Uncollateralised derivatives

            

Foreign exchange

   303,341     6,028     (5,452)     293,733     4,820     (4,350)  

Interest rate

   199,615     8,572     (3,524)     222,676     5,577     (1,945)  

Credit derivatives

   8,716     565     (800)     8,069     517     (611)  

Equity and stock index

   5,789     2,115     (2,406)     17,877     2,659     (2,383)  

Commodity derivatives

   26,099     2,806     (2,766)     35,090     1,104     (1,673)  

 

 

Total uncollateralised derivatives

   543,560     20,086     (14,948)     577,445     14,677     (10,962)  

 

 

Total OTC derivative assets/(liabilities)

   14,236,260     390,518     (388,561)     18,365,518     325,951     (322,189)  

 

 

Derivatives by collateral arrangement           
         2017            2016      
   

Notional

contract

amount

£m

   Fair value  

Notional

contract

amount

£m

   Fair value 
     

Assets

£m

   Liabilities
£m
    

Assets

£m

   Liabilities
£m
 
Unilateral in favour of Barclays                             
Foreign exchange   18,280    484    (345  17,713    607    (274
Interest rate   5,495    868    (26  6,666    1,017    (60
Credit derivatives              174    3    (2
Equity and stock index   6    3       390    3    (147
Commodity derivatives   243        (9  753    33    (26
Total unilateral in favour of Barclays   24,024    1,355    (380  25,696    1,663    (509
Unilateral in favour of counterparty           
Foreign exchange   21,052    720    (1,851  20,837    786    (2,549
Interest rate   74,412    8,458    (9,934  108,915    3,795    (5,979
Credit derivatives   283    6    (3  152    3    (7
Equity and stock index   1,030    432    (53  1,121    312    (49
Commodity derivatives   515    4    (6  1,231    67    (66
Total unilateral in favour of counterparty   97,292    9,620    (11,847  132,256    4,963    (8,650
Bilateral arrangement           
Foreign exchange   4,318,754    48,660    (46,403  3,772,477    70,464    (68,788
Interest rate   8,060,574    135,465    (131,334  7,335,641    187,155    (179,650
Credit derivatives   404,069    7,337    (5,903  608,859    11,422    (9,994
Equity and stock index   144,255    6,178    (9,099  192,448    6,146    (9,692
Commodity derivatives   11,801    630    (575  11,766    1,318    (1,442
Total bilateral arrangement   12,939,453    198,270    (193,314  11,921,191    276,505    (269,566
Uncollateralised derivatives           
Foreign exchange   380,823    4,442    (4,256  363,921    7,490    (6,287
Interest rate   202,053    4,215    (1,715  184,362    5,723    (2,459
Credit derivatives   6,808    252    (327  5,872    383    (510
Equity and stock index   16,448    884    (5,917  13,706    2,558    (3,385
Commodity derivatives   4,661    60    (266  16,389    504    (748
Total uncollateralised derivatives   610,793    9,853    (12,481  584,250    16,658    (13,389
Total OTC derivative assets/(liabilities)   13,671,562        219,098    (218,022  12,663,393        299,789    (292,114

 

116    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  135


Risk review

Risk performance

Market risk

Analysis of loans on concession programmes

Re-age activity

Re-age is applicable only to revolving products where a minimum due payment is required. Re-age refers to returning of a delinquent account to up-to-date status without collecting the full arrears (principal, interest and fees).

The following are the principal portfolios in which re-age activity occurs.

 

 
  Principal portfolios – core portfolios  

 

 
         New re-ages in the year New re-ages as proportion
of total outstanding
 30 day arrears at
12 months since re-agea
 
  

 

 

 
  As at 31 December

2014

£m

 

2013

£m

 

2014

%

 

2013

%

 

2014

%

 

2013  

%  

 

 

 

UK cards

   163     209     1.0     1.3     43.4     48.4    

US cardsb

   31     51     0.2     0.5     46.8     48.8    

 

 

The proportion of new re-ages as a percentage of total outstandings decreased in UK cards to 1.0% (2013: 1.3%) and US cards to 0.2% (2013: 0.5%) due to policy changes implemented in Q413, which reduced the volume of accounts qualifying for re-age.

Re-age activity in South Africa and Europe card portfolios are not considered to be material. For further detail on policy relating to the re-aging of loans, please refer to page 361.

Forbearance

Balances on forbearance programmes reduced 23% to £6.4bn driven primarily by (i) fewer customers requiring forbearance as macroeconomic conditions improved; and (ii) the ongoing impact of enhanced qualification criteria. The decrease in impairment coverage to 16.8% (2013: 17.6%) was due to a reduction in the coverage on the wholesale portfolios partially offset by an increase to retail portfolios.

 

 
  Analysis of forbearance programmes  

 

 
         Balances Impairment allowance Impairment coverage 
    

 

 

 
  As at 31 December2014
£m
 2013
£m
 2014
£m
 2013
£m
 

2014

%

 

2013  

%  

 

 

 

Personal & Corporate Banking

     2,251       2,814     76     90     3.4     3.2    

Africa Banking

     299       338     45     50     15.1     14.8    

Barclaycard

     972       1,064     394     358     40.5     33.6    

 

 

Barclays Core

     3,522       4,216     515     498     14.6     11.8    

Barclays Non-Core

     419       786     49     83     11.7     10.6    

 

 

Total retail

     3,941       5,002     564     581     14.3     11.6    

 

 

Investment Bank

     106       476     10     8     9.4     1.7    

Personal & Corporate Banking

     1,590       1,540     225     255     14.2     16.6    

Africa Banking

     132       159     7     14     5.3     8.8    

 

 

Barclays Core

     1,828       2,175     242     277     13.2     12.8    

Barclays Non-Core

     651       1,210     271     614     41.6     50.7    

 

 

Total wholesale

     2,479       3,385     513     891     20.7     26.3    

 

 

Group total

     6,420       8,387     1,077     1,472     16.8     17.6    

 

 

Retail balances on forbearance reduced by 21% to £3.9bn primarily due to PCB as UK home loans decreased.

Wholesale forbearance reduced by 27% to £2.5bn primarily driven by the exit of a single Investment Bank counterparty from the forbearance portfolio and further reductions across the BNC portfolios. The reduction in impairment coverage to 20.7% (2013: 26.3%) was primarily due to the exit of higher coverage Non-Core cases in Spain. The reduction in 2014 to balances on forbearance in BNC principally reflects the fact that Spain assets were reclassified as held for sale during the year.

See below for more information on these portfolios.

Notes

aRe-ages data for 2013 revised to include customers who move to charge-off or into forbearance programmes within 12 monthsSummary of the re-age offering.
bNew re-ages in the year and new re-ages as a proportion of total outstanding were revised to harmonise definitions to the Group policy.

136  |


Risk review

Risk performance

Credit risk

Retail forbearance programmes

Forbearance on the Group’s principal retail portfolios in the US, UK, Eurozone and South Africa is presented below. The principal portfolios listed below account for 83% (2013: 82%) of total retail forbearance balances.

 

  Analysis of key portfolios in forbearance programmes

 

 Balances on forbearance programmes 

Marked

to market

LTV of

forbearance

balances:

balance

weighted

%

 

Marked

to market

LTV of

forbearance

balances:

valuation

weighted

%

 

Impairment

allowances

marked

against

balances on

forbearance

programmes

£m

 

Total  

balances on  

forbearance  

programmes  

coverage  

ratio  

%  

     Of which: 
       Past due of which: 
 

Total

£m

 % of gross
loans and
advances
%
 

Up-to-date

£m

 

1-90 days

past due

£m

 

91 or more

days past

due

£m

 

 

As at 31 December 2014

         

Home loans:

         

PCB – UK

  1,842    1.5    1,487    204    151    57.3    45.6    15   0.8  

Africa – South Africa

  207    1.8    95    99    13    71.1    57.4    13   6.5  

Barclays Non-Core – Italy

  279    2.0    211    31    37    61.6    50.3    11   3.9  

Credit cards:

         

UK

  724    4.3    679    41    4    n/a    n/a    324   44.8  

US

  98    0.7    67    22    9    n/a    n/a    22   22.1  

Unsecured loans:

         

UK

  121    2.4    83    33    5    n/a    n/a    25   20.9  

 

As at 31 December 2013

         

Home loans:

         

PCB – UK

  2,364    1.9    1,867    313    184    63.4    51.6    23   1.0  

Africa – South Africa

  248    2.1    117    115    16    74.4    60.5    17   6.9  

Barclays Non-Core – Italy

  307    2.0    248    31    28    62.2    50.9    10   3.2  

Credit cards:

         

UK

  912    5.6    861    44    7    n/a    n/a    333   36.5  

US

  106    1.1    73    24    9    n/a    n/a    10   9.8  

Unsecured loans:

         

UK

  142    2.9    94    40    8    n/a    n/a    34   23.7  

 

Loans in forbearance in the principal home loans portfolios decreased 20% to £2,328m.

¡Contents PCB – UK (home loans): Balances under forbearance decreased 22%Page
Outlines key measures used to £1,842m, principally due to a reduction insummarise the proportion of accounts meeting the MCA reserve forbearance classification criteria. This type of forbearance comprises 68% (2013: 70%)market risk profile of the total, with term extensions comprising a further 17% (2013: 17%)bank such as value at risk (VaR). Total past due balances reduced 29% to £355m due to the improved economic environment.

¡A distinction is made between management and regulatory measures. 

Africa – South Africa (home loans):Reduction in forbearance balances to £207m (2013: £248m) is due to enhanced qualification criteria which resulted in a more appropriate   Market risk overview and sustainable programme for the customer, and local currency depreciation.

¡Barclays Non-Core – Italy (home loans): Forbearance balances decreased 9% to £279m, predominantly due to customers exiting forbearance schemes that were established by the government. Impairment coverage increased to 3.9% (2013: 3.2%), reflecting a higher proportionsummary of accounts on forbearance that are more than 90 days past due.

Forbearance balances on principal credit cards, overdrafts and unsecured loan portfolios decreased by 19% to £943m.

¡UK Cards:Forbearance balances decreased by 21% to £724m, driven by the continued reduction in new repayment plan volumes caused by the implementation of enhanced qualification criteria in 2012.

¡US Cards:Coverage ratio for US Cards is lower than UK Cards as almost 60% of forbearance programmes are fully amortising, and have lower levels of loss and impairment compared to other types of programmes.

|  137


 

 
  Forbearance by type  

 

 
 Home loans 
  

 

 

 
 Barclays Core Barclays Non-Core 
  

 

 

 
 UK South Africa Italya 
  

 

 

 
  As at 31 December        2014
£m
 2013
£m
 2014
£m
 2013
£m
 2014
£m
 2013  
£m  
 

 

 

Interest only conversion

   122     135                    –    

Interest rate reduction

             1     2          –    

Payment concession

   150     160     161     187     147     144    

Term extension

   314     413     45     59     132     163    

MCA forbearance

   1,256     1,656     n/a     n/a     n/a     n/a    

 

 

Total

   1,842     2,364     207     248     279     307    

 

 

In the UK MCA reserves are up-to-date with their mortgage repayments, but have drawn against their available reserve and displayed other indicators of financial stress. While these accounts do not meet the traditional definition of forbearance, this behaviour can be an indicator of financial difficulty. During 2014, the proportion of customers meeting this definition has decreased, primarily as a result of the improved economic conditions.

 

 
  Forbearance by type

 

 
 Credit cards and unsecured loans – Barclays Core portfolios 
  

 

 

 
 UK cards US cards UK personal loans 
  

 

 

 
  As at 31 December        2014
£m
 2013
£m
 2014
£m
 2013
£m
 

2014

£m

 

2013  

£m  

 

 

 

Payment concession

   31     63                    1    

Term extension

                       27     31    

Fully amortising

             58     56     93     110    

Repayment planb

   693     833     40     50          –    

Other

        16                    –    

 

 

Total

   724     912     98     106     120     142    

 

 

Payment concessions in UK cards were withdrawn during 2014, leading to the lower balance of £31m (2013: £63m).

Repayment plan balances in UK cards decreased to £693m (2013: £833m) driven by the continued reduction in new repayment plan volumes caused by the implementation of enhanced qualification criteria in 2012.

Wholesale forbearance programmes

The tables below detail balance information for wholesale forbearance cases.

 

  Analysis of wholesale balances in forbearance programmes

 

         Impairment   Total  
         allowances Total balances on  
 Balances on forbearance programmes marked balances on forbearance  
 Balances
between 1
and 90 days
past due
 Balances
91 days or
more past
due
 Total
balances
past due
 Impaired
up-to-date
balances
 Performing
balances
 Total
balances
 against
balances on
forbearance
programmes
 forbearance
programmes
coverage
ratio
 programmes  
% of gross  
loans and  
advances  
 £m £m £m £m £m £m £m % %  

 

As at 31 December 2014

Investment Bank

 22   32   54      52   106   10   9  0.1  

Personal & Corporate Banking

 38   391   429   587   574   1,590   225   14  2.0  

Africa Banking

 13   42   55   47   30   132   7   5  0.8  

 

Total Barclays Core

 73   465   538   634   656   1,828   242   13  0.9  

 

 

Barclays Non-Core

 41   238   279   336   36   651   271   42  1.5  

 

Group

 114   703   817   970   692   2,479   513   21  1.0  

 

 

As at 31 December 2013

Investment Bank

 44   1   45      431   476   8   2  0.5  

Personal & Corporate Banking

 50   428   478   403   659   1,540   255   17  2.0  

Africa Banking

 21   25   46   7   106   159   14   9  1.0  

 

Total Barclays Core

 115   454   569   410   1,196   2,175   277   13  1.1  

 

 

Barclays Non-Core

 50   567   617   452   141   1,210   614   51  2.8  

 

Group

 165   1,021   1,186   862   1,337   3,385   891   26  1.4  

 

Notes

aIn Italy, payment concessions include plans where the customer has been extended a payment holiday and may be converted to a term extension once the agreed period is completed.
bRepayment plan represents a reduction to the minimum payment due requirements and interest rate.

138  |


Risk review

Risk performance

Credit risk

 

  Wholesale forbearance reporting split by exposure class

 

 

Corporate

£m

 Personal
and trusts
£m
 

Other

£m

 

Total  

£m  

 

As at 31 December 2014

        

Restructure: reduced contractual cash flows

   180              180  

Restructure: maturity date extension

   600     79     4    683  

Restructure: changed cash flow profile (other than extension)

   335     25     4    364  

Restructure: payment other than cash

   7     9         16  

Change in security

   17              17  

Adjustments or non-enforcement of covenants

   383     53         436  

Other (e.g. capital repayment holiday; restructure pending)

   607     175     1    783  

 

Total

   2,129     341     9    2,479  

 

As at 31 December 2013

        

Restructure: reduced contractual cash flows

   281              281  

Restructure: maturity date extension

   1,164     65     55    1,284  

Restructure: changed cash flow profile (other than extension)

   579     25     5    609  

Restructure: payment other than cash

   23     1         24  

Change in security

   27              27  

Adjustments or non-enforcement of covenants

   410     96         506  

Other (e.g. capital repayment holiday; restructure pending)

   546     107     1    654  

 

Total

   3,030     294     61    3,385  

 

 

  Wholesale forbearance reporting split by business unit

 

 

Personal &

Corporate

Banking

£m

 

Investment

Bank

£m

 

Africa

Banking

£m

 

Barclays

Non-Core

£m

 

Total  

£m  

 

As at 31 December 2014

          

Restructure: reduced contractual cash flows

   125          1     54    180  

Restructure: maturity date extension

   314     72     78     219    683  

Restructure: changed cash flow profile (other than extension)

   178     2     49     135    364  

Restructure: payment other than cash

   13               3    16  

Change in security

   11               6    17  

Adjustments or non-enforcements of covenants

   329               107    436  

Other (e.g. capital repayment holiday; restructure pending)

   620     32     4     127    783  

 

Total

   1,590     106     132     651    2,479  

 

As at 31 December 2013

          

Restructure: reduced contractual cash flows

   105     1     8     167    281  

Restructure: maturity date extension

   315     368     103     498    1,284  

Restructure: changed cash flow profile (other than extension)

   209     22     44     334    609  

Restructure: payment other than cash

   11               13    24  

Change in security

   11          1     15    27  

Adjustments or non-enforcements of covenants

   370     41     1     94    506  

Other (e.g. capital repayment holiday; restructure pending)

   519     44     2     89    654  

 

Total

   1,540     476     159     1,210    3,385  

 

  Wholesale forbearance flows in 2014

Balance 

£m 

As at 1 January 2014

  3,385 118

Added to forbearance

1,142 

Removed from forbearance (credit improvement)a

(343)

Fully or partially repaid and other movements

(1,490)

Written off/moved to recoveries

(215)

As at 31 December 2014

2,479 

Wholesale forbearance decreased 27% to £2,479m with an impairment coverage ratio of 21% (2013: 26%). Personal & Corporate Banking accounted for the largest portion with 64% (2013: 45%) of total balances held as forbearance.

Note

aRefer to sustainability of loans under forbearance on page 361.

|  139


Overall forbearance balances in Barclays Core portfolios fell by 16% to £1,828m, driven primarily by full and partial repayments and balances written off or moved to recoveries:

¡The 78% reduction in the Investment Bank to £106m was driven primarily by one large single name corporate exposure returning to the performing book; and

¡Personal & Corporate Banking rose moderately to £1,590m (2013: £1,540m). The increase was partially offset by balance reductions as a result of repayments or cases returned to performing, with comparatively fewer cases moving into recovery or written off.

BNC balances remain focused on the European corporate portfolios and reduced by 46% to £651m.

Analysis of Problem loans

Past due

Age analysis of loans and advances that are past due (audited)

The following tables present an age analysis of loans and advances that are past due but not impaired and loans that are assessed as impaired. These loans are reflected in the balance sheet credit quality tables on pages 115 to 116 as being Higher Risk.

 

  Loans and advances past due but not impaired (audited)

 

 

Past due up

to 1 month

£m

 

Past due

1-2 months

£m

 

Past due

2-3 months

£m

 

Past due
3-6 months

£m

 

Past due

6 months

and over

£m

 

Total  

£m  

 

As at 31 December 2014

            

Loans and advances designated at fair value

   594     48     1          33    676  

Home loans

   46     6     17     135     230    434  

Credit cards, unsecured and other retail lending

   64     29     14     139     194    440  

Corporate loans

   7,204     630     874     190     387    9,285  

 

Total

   7,908     713     906     464     844    10,835  

 

As at 31 December 2013

            

Loans and advances designated at fair value

   113     45     9     10     170    347  

Home loans

   36     5     19     76     51    187  

Credit cards, unsecured and other retail lending

   103     37     16     56     109    321  

Corporate loans

   4,210     407     308     248     407    5,580  

 

Total

   4,462     494     352     390     737    6,435  

 

Impaired loans

The following table represents an analysis of impaired loans in line with the disclosure requirements from the Enhanced Disclosure Taskforce. For further information on definitions of impaired loans refer to the identifying potential credit risk loans section on page 357.

 

  Movement in impaired loans

 

 

At beginning

of year

£m

 

Classified as

impaired

during the

year

£m

 

Transferred

to not

impaired

during the
year

£m

 

Repayments

£m

 

Amounts

written off

£m

 

Exchange

and other

adjustmentsa

£m

 

Balance at  

31 December  

£m  

 

2014

       

Home loans

  1,983    762    (352  (412  (161  (317 1,503  

Credit cards, unsecured and other retail lending

  3,385    2,089    (108  (361  (1,885  (507 2,613  

Corporate loans

  5,142    1,167    (729  (658  (1,211  (1,028 2,683  

 

Total impaired loans

  10,510    4,018    (1,189  (1,431  (3,257  (1,852 6,799  

 

2013

       

Home loans

  2,207    1,217    (509  (576  (230  (126 1,983  

Credit cards, unsecured and other retail lending

  3,874    2,449    (168  (362  (2,267  (141 3,385  

Corporate loans

  5,666    2,188    (804  (710  (1,074  (124 5,142  

 

Total impaired loans

  11,747    5,854    (1,481  (1,648  (3,571  (391 10,510  

 

For information on restructured loans refer to disclosures on forbearance on pages 136-140.

Note

a2014 exchange and other adjustments includes the reclassification of Spanish loans now held for sale.

140  |


Risk review

Risk performance

Credit risk

   

Analysis of loans and advances assessed as impaired (audited)

The following tables present an age analysis of loans and advances collectively impaired, total individually impaired loans, and total impairment allowance.

 

 

Past due up

to 1 month
£m

 Past due
1-2 months
£m
 Past due
2-3 months
£m
 Past due
3-6 months
£m
  Past due
 6 months
and over
£m
 

Total

£m

 Individually
assessed for
impairment
£m
 

Total  

£m  

 

As at 31 December 2014

                

Home loans

   5,155     1,424     335     470     1,050     8,434     455    8,889  

Credit cards, unsecured and other retail lending

   1,196     738     299     532     2,225     4,990     800    5,790  

Corporate loans

   284     30     24     25     148     511     2,679    3,190  

 

Total

   6,635     2,192     658     1,027     3,423     13,935     3,934    17,869  

 

 

As at 31 December 2013

                

Home loans

   5,726     2,161     667     728     1,818     11,100     510    11,610  

Credit cards, unsecured and other retail lending

   1,589     1,029     411     632     2,866     6,527     1,548    8,075  

Corporate loans

   1,047     40     35     59     400     1,581     3,892    5,473  

 

Total

   8,362     3,230     1,113     1,419     5,084     19,208     5,950    25,158  

 

Potential credit risk loans (PCRLs) and coverage ratios

The Group reports potentially and actually impaired loans as PCRLs. PCRLs comprise two categories of loans: credit risk loans (CRLs) and potential problem loans (PPLs). For further information on definitions of CRLs and PPLs refer to the identifying potential credit risk loans section on page 357.

 

 
  Potential credit risk loans and coverage ratios by business  

 

 
 CRLs PPLs PCRLs 
  

 

 

 
         2014 2013 2014 2013 2014 2013   
  As at 31 December£m £m £m £m £m £m   

 

 

Personal & Corporate Banking

   2,064     2,703     175     241     2,239     2,944    

Africa Banking

   1,093     1,205     161     194     1,254     1,399    

Barclaycard

   1,765     1,541     227     182     1,992     1,723    

 

 

Barclays Core

   4,922     5,449     563     617     5,485     6,066    

Barclays Non-Core

   1,209     2,118     26     91     1,234     2,209    

 

 

Total Group retail

   6,131     7,567     589     708     6,719     8,275    

 

 

Investment Bank

   71          107     106     178     106    

Personal & Corporate Banking

   1,630     1,861     582     840     2,212     2,701    

Africa Banking

   665     722     94     112     759     834    

 

 

Barclays Core

   2,366     2,583     783     1,058     3,149     3,641    

Barclays Non-Core

   841     3,148     119     42     960     3,190    

 

 

Total Group wholesale

   3,207     5,731     902     1,100     4,109     6,831    

 

 

Group total

   9,338     13,298     1,491     1,808     10,828     15,106    

 

 

        

 

 
 Impairment allowance CRL coverage PCRL coverage 
  

 

 

 
         2014 2013 2014 2013 2014 2013   
  As at 31 December£m £m % % % %   

 

 

Personal & Corporate Banking

   971     1,325     47.0     49.0     43.4     45.0    

Africa Banking

   681     674     62.3     55.9     54.3     48.2    

Barclaycard

   1,815     1,517     102.8     98.4     91.1     88.0    

 

 

Barclays Core

   3,467     3,516     70.4     64.5     63.2     58.0    

Barclays Non-Core

   428     856     35.4     40.4     34.7     38.8    

 

 

Total Group retail

   3,895     4,372     63.5     57.8     58.0     52.8    

 

 

Investment Bank

   44          62.0          24.7     –    

Personal & Corporate Banking

   668     701     41.0     37.7     30.2     26.0    

Africa Banking

   246     352     37.0     48.8     32.4     42.2    

 

 

Barclays Core

   958     1,053     40.5     40.8     30.4     28.9    

Barclays Non-Core

   602     1,833     71.6     58.2     62.7     57.5    

 

 

Total Group wholesale

   1,560     2,886     48.6     50.4     38.0     42.2    

 

 

Group total

   5,455     7,258     58.4     54.6     50.4     48.0    

 

 

¡Provides a Group-wide overview of where assets and liabilities on the Group’s balance sheet are managed within regulatory traded andnon-traded books. CRLs decreased 29.8% to £9.3bn, with

   Balance sheet view of trading and banking books

119

The Group discloses details on management measures of market risk. Total management VaR includes all trading positions and is presented on a diversified basis by risk factor.

This section also outlines the macroeconomic conditions modelled as part of the Group’s CRL coverage ratio increasing to 58.4% (2013: 54.6%).

risk management framework.

 

¡ CRLs in retail portfolios have decreased 19.0% to £6.1bn. This is primarily driven by Non-Core as a result

   Traded market risk

120

   Review of management measures

120

– The daily average, maximum and minimum values of management VaR

120

– Business scenario stresses

120

   Review of regulatory measures

121
The Group’s regulatory measures of market risk under the approved internal models approach are also disclosed.

– Analysis of regulatory VaR, SVaR, IRC and Comprehensive Risk Measure

121

– Breakdown of the reclassification of Spanish loans and improvements in Personal & Corporate Banking due to continued improvement across portfolios. CRL coverage increased to 63.5% (2013: 57.8%).

major regulatory risk measures by portfolio

¡  CRLs in wholesale portfolios decreased 44.0% to £3.2bn. This is primarily driven by Non-Core as a result of the reclassification of Spanish loans now held for sale and a write-off of a single name exposure. CRL coverage decreased to 48.6% (2013: 50.4%).121

 

 |  141Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    117


 

Risk review

Risk performance

Market risk

    

 

ImpairmentMarket risk

The risk of loss arising from potential adverse changes in the value of the firm’s assets and liabilities from fluctuation in market variables including, but not limited to, interest rates, foreign exchange, equity prices, commodity prices, credit spreads, implied volatilities and asset correlations

All disclosures in this section pages118 to 121 are unaudited unless otherwise stated.

Impairment allowancesKey metrics

Impairment allowances decreased 25% to £5,455m, primarily within corporate loans as a result of the reclassification of Spanish loans now held for sale and a write-off of a single name exposure within BNC.

 

 

  Movements in allowance for impairment by asset class (audited)

 

 

At beginning

of year

£m

 

Acquisitions

and

disposals

£m

 

Unwind

of

discount

£m

 

Exchange

and other

adjustmentsa

£m

 

Amounts

written off

£m

 

Recoveries

£m

 

Amounts

charged to

income

statement

£m

 

Balance at  

31 December  

£m  

 

2014

            

Home loans

   788         (23  (200  (191  17     156    547  

Credit cards, unsecured and other retail lending

   3,603     13    (116  (307  (1,679  126     1,705    3,345  

Corporate loans

   2,867         (14  (540  (1,167  78     339    1,563  

 

Total impairment allowance

   7,258     13    (153  (1,047  (3,037  221     2,200    5,455  

 

2013

            

Home loans

   855         (38  (147  (199  30     287    788  

Credit cards, unsecured and other retail lending

   3,780     (5  (132  50    (2,121  123     1,908    3,603  

Corporate loans

   3,164         (9  (163  (1,023  48     850    2,867  

 

Total impairment allowance

   7,799     (5  (179  (260  (3,343  201     3,045    7,258  

 

Management adjustments to models for impairment

Management adjustments to models for impairment are applied in order to factor in certain conditions or changes in policy that are not incorporated into the relevant impairment models, or to ensure that the impairment allowance reflects all known facts and circumstances at the period end. Adjustments typically increase the model derived impairment allowance. Where applicable, management adjustments are reviewed and incorporated into future model development.

Management adjustments to models of more than £10m with respect to impairment allowance in our principal portfolios are presented below.

 

  Principal portfolios that have management adjustments greater than £10m (unaudited)

 

  As at 31 December 2014

Total management
adjustments to

impairment stock,

including forbearance

£m

 

Proportion of total  

impairment stock  

%  

 

PCB

    

UK home loans

   52    55  

UK personal loans

   48    10  

UK overdrafts

   30    19  

UK large corporate & business lending

   98    14  

Africa

    

South Africa home loans

   22    11  

Barclaycard

    

UK cards

   62    5  

 

UK home loans: Primarily to offset the benefits that recent increases in the House Price Index have had on impairment models, which may not be sustainable, and to adjust for the emerging incidence of interest-only loans reaching maturity.

UK personal loans: Principally to incorporate impairment policy requirements that have not yet been fully embedded into the models, and to increase coverage on older accounts that will be written off, once legacy remediation relating to the Consumer Credit Act concludes.

UK overdrafts: To increase coverage on dormant accounts and to incorporate impairment policy requirements that have not yet been fully embedded into models.

UK large corporate & business lending: To increase coverage on higher risk business segments that are more susceptible to movements in macro economic conditions.

South Africa home loans: Primarily to incorporate the uncertainty in the macroeconomic outlook.

UK cards: Predominantly to increase coverage on forbearance programmes and accounts in recoveries.

Note

a2014 exchange and other adjustments includes the reclassification of impairments held against Spanish loans now held for sale.

142  |


Risk review

Risk performance

MarketAverage Management value at risk

  -10% 

in 2017 at £19m (2016: £21m) remained relatively stable.

Analysis of market risk

Market risk is the risk of a reduction to earnings or capital due to volatility of trading book positions or an inability to hedge the banking book balance sheet.

This section contains key disclosures describing the Group’s market risk profile, highlighting regulatory as well as management measures.

Key metrics

Measures of traded market risk, such as Value at Risk, decreased in the year due to lower volatility and risk reduction in BNC businesses.

We saw lower income from reduced activity and a reduction in associated risk measures

98%

Of days generated positive trading revenue

-24%

Reduction in management Value at Risk

-22%

Reduction in average daily revenue

Non-traded market risk measures suggest a higher sensitivity to a change in interest rates, with a stable structural currency exposure

55%

Increase in the positive impact on pre-tax net interest income of a 100bps rise in interest rates

This small reduction was driven by a 25% decrease in average credit risk 
|  143VaR, primarily due to tighter credit spreads.


  

Market risk is the risk of a reduction to earnings or capital due to volatility of trading book positions or an inability to hedge the banking book balance sheet.

All disclosures in this section (pages 144-152) are unaudited unless otherwise stated

Overview of market risk

This section contains key statistics describing the market risk profile of the bank. It includes both regulatory and management measures. This includes risk weighted assets by major business line, as well as Value at Risk (VaR) measures. A distinction is made between regulatory and management measures within the section. The market risk management section on pages108 to 115 provides descriptions of these metrics:

page119 provides a view of market risk in the context of the Group’s balance sheet

page 129 covers the management of market risk. Management measures are shown from page162 and regulatory equivalent measures are shown from page163.

Measures of market risk in the

Group and accounting measures

The relationship between the Group’s market risk measures and balance sheet is presented on page 145. Traded market risk measures such as VaR and balance sheet exposure measures have fundamental differences:

 

¡ Balancebalance sheet measures show accruals-based balances or marked to market values as at the reporting date;date

 

¡ VaR measures also take account of current mark-to-marketmarked to market values, howeverbut in addition hedging effects between positions are also considered; andconsidered

 

¡ In addition, themarket risk measures are expressed in terms of changes in value or volatilities as opposed to static values.

For these reasons, it is not possible to present direct reconciliations of traded market risk and accounting measures. To helpThe table ‘Balance sheet split by trading and banking books’, on page119, helps the reader understand the linkages betweenmain categories of assets and liabilities subject to regulatory market risk measures at a high level, comparisons of exposures and balance sheet measures are provided:measures.

¡‘Balance sheet view of trading and banking books’, on page 145, highlights the main categories of assets that are subject to market risk; and

¡‘Principal asset and liability balances subject to market risk in the Investment Bank, Non-Core and Head Office’, on page 147, provides another view; balance sheet values are shown for market risk-taking business lines.

Summary of performance in the period

TheOverall, the Group has seenmaintained a decrease in marketsteady risk from lower volatility in certain financial markets, in addition to risk reduction in Non-Core businesses:profile:

 

¡ Measuresmeasures of traded market risk such as Value at Risk, decreased in the year due to lowerhave been relatively stable over 2017, characterised by a low volatility and risk reduction in BNC businesses;

¡This translated into lower volatility in daily trading revenue as reflected in the trading revenue histogram on page 146, although with lower average daily revenue from 2013 levels;

¡Market risk RWAs fell from 2013 levels as a result of lower volatility and reduction of BNC assets;

¡Annual Earnings at Risk (AEaR) to interest rate shocks, a key measure of interest rate risk in the banking book (IRRBB), increased in 2014, due to increased current account balances and an improvement in the completeness of the model; and

¡Other market risks, such as pension risk and insurance, are disclosed from page 151 onwards.

environment.
 

 

144  |118    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Risk review

Risk performance

Market risk

 

    

    

    

Balance sheet view of trading and banking books

As defined by the regulatory rules, a trading book consists of positions held for trading intent or to hedge elements of the trading book. Trading intent must be evidenced in the basis of the strategies, policies and procedures set up by the firm to manage the position or portfolio. The table below table provides a Group-wide overview of where assets and liabilities on the Group’s balance sheet are managed within regulatory traded andnon-traded books.

The balance sheet split by trading book and banking books is shown on an IFRS accounting scope of consolidation. The reconciliation between the accounting and regulatory scope of consolidation is shown in the Barclays PLC Pillar 3 Report 2017.

 

 

  Balance sheet split by trading and banking books

 

  As at 31 December 2014

Banking
book

£m

 

Trading
book

£m

 

Total  

£m  

 

Cash and balances at central banks

   39,695         39,695  

Items in course of collection from other banks

   1,210         1,210  

Trading portfolio assets

   2,045     112,672    114,717  

Financial assets designated at fair value

   27,615     10,685    38,300  

Derivative financial instruments

   441     439,468    439,909  

Available for sale financial investments

   86,066         86,066  

Loans and advances to banks

   40,420     1,691    42,111  

Loans and advances to customers

   397,919     29,848    427,767  

Reverse repurchase agreements and other similar secured lending

   131,161     592    131,753  

Prepayments, accrued income and other assets

   3,607         3,607  

Investments in associates and joint ventures

   711         711  

Property, plant and equipment

   3,786         3,786  

Goodwill and intangible assets

   8,180         8,180  

Current tax assets

   334         334  

Deferred tax assets

   4,130         4,130  

Retirement benefit assets

   56         56  

Non current assets classified as held for disposal

   15,574         15,574  

 

Total assets

   762,950     594,956    1,357,906  

 

Deposits from banks

   57,451     939    58,390  

Items in course of collection due to other banks

   1,177         1,177  

Customer accounts

   418,522     9,182    427,704  

Repurchase agreements and other similar secured borrowing

   121,311     3,168    124,479  

Trading portfolio liabilities

   46     45,078    45,124  

Financial liabilities designated at fair value

   16,427     40,545    56,972  

Derivative financial instruments

   1,888     437,432    439,320  

Debt securities in issue

   86,099         86,099  

Subordinated liabilities

   21,153         21,153  

Accruals, deferred income and other liabilities

   11,423         11,423  

Provisions

   4,135         4,135  

Current tax liabilities

   1,021         1,021  

Deferred tax liabilities

   262         262  

Retirement benefit liabilities

   1,574         1,574  

Liabilities included in disposal groups classified as held for sale

   13,115         13,115  

 

Total liabilities

   755,604     536,344    1,291,948  

 

Included within the trading book are assets and liabilities which are included in the market risk regulatory measures. For more information on these measures (VaR, SVaR, IRC and APR) see the risk management section on pages368 to377.

Traded market risk review

Review of management measures

The following disclosures provide details on management measures of market risk. See pages370 to377 for more detail on management measures and the differences when compared to regulatory measures.

The table below shows the total Group management VaR by asset class, as well as the impact of diversification. The majority of VaR arises out of the Investment Bank. Additional limited trading activity is undertaken in Africa Banking on behalf of clients. VaR also arises in Treasury in relation to certain products (mainly for hedging and liquidity purposes). Finally, certain legacy positions in BNC attract VaR.

Limits are applied against each asset class VaR as well as total management VaR, which are then cascaded further by risk managers to each business.

The management VaR numbers in the table below include add-ons, to better represent the market risk where the VaR model may not fully represent some risk factors. See page374 for a description of risks not in VaR (RNIVs).

Balance sheet split by trading and banking books                     
      

Banking

booka

     

Trading

book

     Total 
As at 31 December 2017    £m     £m     £m 
Cash and balances at central banks     171,082            171,082 
Items in course of collection from other banks     2,153            2,153 
Trading portfolio assets     1,555      112,205      113,760 
Financial assets designated at fair value     7,874      108,407      116,281 
Derivative financial instruments     924      236,745      237,669 
Financial investments     58,916            58,916 
Loans and advances to banks     32,464      3,199      35,663 
Loans and advances to customers     343,771      21,781      365,552 
Reverse repurchase agreements and other similar secured lending     12,546            12,546 
Prepayments, accrued income and other assets     2,389            2,389 
Investments in associates and joint ventures     718            718 
Property, plant and equipment     2,572            2,572 
Goodwill and intangible assets     7,849            7,849 
Current tax assets     482            482 
Deferred tax assets     3,457            3,457 
Retirement benefit assets     966            966 
Assets included in disposal groups classified as held for sale     1,193            1,193 
Total assets     650,911      482,337      1,133,248 
Deposits from banks     35,337      2,386      37,723 
Items in course of collection due to other banks     446            446 
Customer accounts     415,783      13,338      429,121 
Repurchase agreements and other similar secured borrowing     40,338            40,338 
Trading portfolio liabilities           37,351      37,351 
Financial liabilities designated at fair value     4,368      169,350      173,718 
Derivative financial instruments     389      237,956      238,345 
Debt securities in issue     73,314            73,314 
Subordinated liabilities     23,826            23,826 
Accruals, deferred income and other liabilities     8,565            8,565 
Provisions     3,543            3,543 
Current tax liabilities     586            586 
Deferred tax liabilities     44            44 
Retirement benefit liabilities     312            312 
Liabilities included in disposal groups classified as held for sale                  
Total liabilities     606,851      460,381      1,067,232 

Note

aThe primary risk factors for banking book assets and liabilities are interest rates and to a lesser extent, foreign exchange rates. Credit spreads and equity prices will also be a factorfactors where the Group holds debt and equity securities respectively, either as financial assets designated at fair value (see Note 14) or as available for sale (see Note 16). of the financial statements.

Included within the trading book are assets and liabilities which are included in the market risk regulatory measures. For more information on these measures (VaR, SVaR, IRC and CRM) see page 334.

 

 |  145Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    119


Risk review

Risk performance

Market risk

    

 

 
  The daily average, maximum and minimum values of management VaR (audited)  

 

 
  For the year ended 31 December2014 2013 

 

 
  Management VaR (95%)Average
£m
 Higha
£m
 Lowa
£m
 Average
£m
 Higha
£m
 Lowa  
£m  
 

 

 

Credit risk

   11    15     9     18    25     12    

Interest rate risk

   11    17     6     13    24     6    

Equity risk

   10    16     6     11    21     5    

Basis risk

   4    8     2     11    17     7    

Spread risk

   4    8     3     11    21     5    

Foreign Exchange risk

   4    23     1     4    7     2    

Commodity risk

   2    8     1     5    8     2    

Inflation risk

   2    4     2     3    8     2    

Diversification effecta

   (26  n/a     n/a     (47  n/a     n/a    

 

 

Total management VaR

   22    36     17     29    39     21    

 

 

Average

Traded market risk review

Review of management VaRmeasures

The following disclosures provide details on management measures of market risk. See the risk management section on pages 332 to 333 for more detail on management measures and the Group fell by 24% to £22m, with all individual risk type components reducing, particularly credit, spread and basis risks. The three main contributors to average management VaR were credit, interest rate and equity risk.

Average Credit risk VaR decreased 39% to £11m reflecting lower volatility driven by low credit spreads. Spread risk & Basis risk VaR decreased in part due to lower interest rates environment. Average Commodities VaR declined 60% to £2m primarily as a result of risk reduction in Non-Core businesses. Average Equity VaR was broadly stabledifferences when compared to the previous year and also saw an environment of low volatility for most of the year. Average Foreign Exchange VaR was broadly stable over the year, but saw a peak of £23m in late December 2014 due to an increase in positions that were held for a brief period of time. Foreign Exchange VaR fell back before the year-end when the positions were closed out. See also the Group management VaR graph below.regulatory measures.

The business remained withintable below shows the managementtotal Management VaR limits that were reportedon a diversified basis by risk factor. Total Management VaR includes all trading positions in CIB and Head Office.

Limits are applied against each risk factor VaR as well as total Management VaR, which are then cascaded further by risk managers to the Board Financial Risk Committee (BFRC) throughout 2014 for both asset class VaReach business.

The daily average, maximum and total VaR.

Groupminimum values of management VaR

Management VaR (95%, one day) (audited)                                    
        2017                 2016        
For the year ended 31 Decembera  Average
£m
   Highb
£m
     Lowb
£m
     Average
£m
   Highb
£m
     Lowb
£m
 
Credit risk   12    18      8      16    24      9 
Interest rate risk   8    15      4      7    13      4 
Equity risk   8    14      4      7    11      4 
Basis risk   5    6      3      5    9      3 
Spread risk   5    8      3      3    5      2 
Foreign exchange risk   3    7      2      3    5      2 
Commodity risk   2    3      1      2    4      1 
Inflation risk   2    4      1      2    3      2 
Diversification effectb   (26   n/a      n/a      (24   n/a      n/a 
Total management VaR   19    26      14      21    29      13 

LOGO

Group daily trading revenue

LOGO

The chart above shows the distribution of daily revenue in 2014 and 2013. For 2014, this includes daily trading revenue generated in the Investment Bank (except for Private Equity and Principal Investments), Treasury, Africa Banking and Non-Core. The BNC business does not undertake trading activities other than strategic disposals. Please see page210 for a discussion of BNC financial performance in 2014.

Daily trading revenue includes realised and unrealised mark to market gains and losses from intraday market moves, commission and advisory fees. The VaR measure above is not designed to be reconciled to the full revenue measure from the trading business. VaR shows the volatility of a hypothetical measure that reflects unrealised mark to market changes in positions under the assumption that they are held over a one-day period. VaR informs risk managers on the risk implications of current portfolio decisions.

The average daily revenue decreased 22% to £32m; however, there were more positive trading revenue days in 2014 than in 2013, with 98% (2013: 97%) of days generating positive trading revenue. The chart shows lower variability in daily income levels, which appears consistent with the decrease in average management VaR and lower market volatility.

The daily VaR chart illustrates a declining trend in 2014. The rise in late December 2014 was associated with an increase in positions in a specific market that were held for a brief period of time. VaR fell back when the positions were closed out. See the discussion of VaR by asset class on the previous page.

NoteNotes

aaIncludes BAGL.
bDiversification effects recognise that forecast losses from different assets or businesses are unlikely to occur concurrently, hence the expected aggregate loss is lower than the sum of the expected losses from each area. Historic correlations between losses are taken into account in making these assessments. The high and low VaR figures reported for each category did not necessarily occur on the same day as the high and low VaR reported as a whole. Consequently a diversification effect balance for the high and low VaR figures would not be meaningful and is therefore omitted from the above table.

146  |


Risk review

Risk performance

Market risk

The table below provides an overview of the assets and liabilities of the major trading portfolios and associated standalone management VaR. While the table on page 145 shows the total balance sheet breakdown for the Group, split by trading and banking books, the table below shows the assets and liabilities for the major trading portfolios in the Investment Bank that are most sensitive to market risk. These comprise available for sale investments, debt securities in issue, derivative financial instruments, and positions with other financial institutions at fair value, repurchase agreements, and trading portfolio assets/liabilities.

The restructuring of the business into Core and Non-Core in 2014 changed the portfolio structure. Management VaR is presented for the fourth quarter, the first full period since the restructure.remained relatively stableyear-on-year characterised by a low volatility environment. Theyear-on-year reduction in Credit VaR was driven primarily by tighter credit spreads.

 

  Principal asset and liability balances subject to market risk in the Investment Bank, BNC and Head Office

 

  As at 31 December 2014

 

Portfolio

Description of

business activity

Assets

£m

Liabilities
£m

Average over
Q4 2014
Management
VaR

£m

Principal balance

sheet line items

Principal market

risk exposure

 

Client Capital

Management

 The function primarily manages counterparty risk exposures arising from derivative contracts. 102,610 99,821 11 Derivative financial instruments and repurchase agreements. Hedging the firm’s credit risk including counterparty risk exposure on derivatives.

 

Equities

 Provides equity market making and risk management services for clients. 66,395 55,274 10 Trading portfolio asset/ liabilities and derivative financial instruments and repurchase agreements. Provides derivative solutions to clients. The business also supports cash equity trading, primary market issuance and block trades.

 

Credit

 Provides specific credit market exposures. 38,993 23,222 10 Derivative financial instruments and trading portfolio asset/liabilities and repurchase agreements. Risk exposure is primarily to credit markets.

 

Treasurya

 Provides funding and liquidity services 31,715 34,219 9 Available for sale financial investments and debt securities in issue. The principal service is the execution of liquidity and funding operations.

 

Macro

 Market maker in foreign exchange, rates, commodities and local markets. 118,791 119,302 8 Derivative financial instruments and trading portfolio asset/liabilities and repurchase agreements. Market risk exposure arises from credit trading including bond syndication, and interest rate, currency and commodity market making and trading. The business is well– diversified leading to low risk.

 

BNC

 Manages assets from non-core operations. 351,247 328,859 4 Derivative financial instruments and repurchase agreements and trading portfolio asset/liabilities. Exposures which the business has been managing down.

 

Other subject to management VaR

 Primarily provides financing solution for clients 551 11,256 n/a Debt securities in issue/ Issued debts. Risk exposure is primarily to debt capital markets.

 

Other, including diversification effects

    (30)  

 

Total subject to management VaR

  710,302 671,953 22  

 

Other Investment Bank, Non-Core and Head Office

  265,866 237,213 n/a  

 

Total Investment Bank, Non-Core and Head Office

  976,168 909,166 22  

 

Note

aTreasury contains banking book positions that will be treated under the non-traded market risk framework in 2015.

|  147


In order to provide an estimation of the scale of the balance sheet instruments that generate market risk, as defined by the Group for purposes of risk management, assets and liabilities that are expected to generate market risk have been aggregated by main business lines. Note, however, that due to differences in data sets for market risk and IFRS reporting some assets that do not generate market risk could be included. The ‘Other assets’ line contains (i) business lines that are primarily defined as banking book, and (ii) line items that should not generate market risk.

Management VaR is shown at 95th percentile for Q4 2014. Market risks arising from the individual portfolios listed above diversify to provide total management VaR for the Investment Bank, Non-Core and Head Office. Some functions such as Treasury and Client Capital Management show exposure as a result of the service it provides to the client facing franchise, such as managing the firm’s exposure to counterparty default or providing funding to execute business. (£m)

LOGO

Business Scenario Stresses

As part of the Group’s risk management framework, on a regular basis the performance of the trading business in hypothetical scenarios characterised by severe macroeconomic conditions is modelled. Up to sixseven global scenarios are modelled on a regular basis, for example, a sharp deterioration in liquidity, a slowdown in the global economy, terrorist attacks, global recession, and a sovereign peripheral crisis.sharp increase in economic growth.

Similarly to 2013, throughout 2014,In 2017, the scenario analyses showed that the biggestlargest market risk related impactimpacts would be due to a severe deterioration in financial liquidity and a rapid slowdown in the global economy.recession.

120    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Review of regulatory measures

The following disclosures provide details on regulatory measures of market risk. See pages 372 and 373page 334 for more detail on regulatory measures and the differences when compared to management measures.

The Group’s market risk capital requirements compriserequirement comprises of two elements:

 

¡ Tradingthe market risk of trading book positions booked to legal entities within the scope of the Group’s PRA waiver where the market risk isare measured under a PRA approved internal models approach, including regulatoryRegulatory VaR, Stressed Value at Risk (SVaR), Incremental Risk Charge (IRC) and All PriceComprehensive Risk (APR)Measure (CRM) as required; andrequired

 

¡ Tradingthe trading book positions that do not meet the conditions for inclusion within the approved Internal Models Approach. Their capital requirement isinternal models approach are calculated using standardised rules.

The table below table summarises the regulatory market risk measures, under the internal models approach. See Table 76: MR1-A - Market Risk - own fund requirements on page 97 of the Barclays PLC Pillar 3 Report 2017 for a breakdown of capital requirements by approach.

 

 

  Analysis of regulatory VaR, SVaR, IRC and APR

 

  As at 31 December 2014

Year-end

£m

 

Average

£m

 

Max

£m

 

Min  

£m  

 

Regulatory VaR

   29     39     66    29  

SVaR

   72     74     105    53  

IRC

   80     118     287    58  

APR

   24     28     39    24  

 

As at 31 December 2013

        

Regulatory VaR

   42     46     67    31  

SVaR

   90     85     112    61  

IRC

   139     238     539    115  

APR

   29     141     183    29  

 

                                                                
Analysis of Regulatory VaR, SVaR, IRC and Comprehensive Risk Measurea                          
    Year-end
£m
     Avg.
£m
     Max
£m
     Min
£m
 
As at 31 December 2017              
Regulatory VaR(1-day)   28      27      39      19 
Regulatory VaR(10-day)b   90      85      123      60 
SVaR(1-day)   59      63      105      41 
SVaR(10-day)b   186      200      331      130 
IRC   188      202      326      142 
CRM         1      2       
As at 31 December 2016              
Regulatory VaR(1-day)   33      26      34      18 
Regulatory VaR(10-day)b   105      84      108      57 
SVaR(1-day)   65      56      75      34 
SVaR(10-day)b   205      178      236      109 
IRC   154      155      238      112 
CRM   2      5      12      2 

Notes

aIncludes BAGL.
bThe 10 day VaR is based on scaling of 1 day VaR model output since VaR is currently not modelled for a 10 day holding period. More information about Regulatory and Stressed VaR methodology is available in Barclays Pillar 3 Report 2017.

Overall, there was a lower risk profile during 2014:an increase in IRC in 2017, with no significant movements in other internal model components:

 

¡ Regulatory VaR/SVaR: Average VaR/SVaR decreased by 20%was broadly unchanged compared to £72m driven by equities and foreign exchange;the previous year.

 

¡ IRC decreasedIRC: Increase was mainly driven by 42% to £80m as a result of a reduction in exposure to lower-rated sovereigns as well as increased diversification; andpositional increases.

 

¡ APR decreased by 17%CRM: Reduced to £24mzero as the final positions matured in a result ofspecific legacy portfolio.

Breakdown of the major regulatory risk measures by portfolioa 
As at 31 December 2017  Macro
£m
     Equities
£m
     Credit
£m
     

Barclays
International
Treasury

£m

     Banking
£m
     Group
Treasury
£m
     Barclays
Non-Core
£m
     

Financial
Resource

Managementb

£m

 
Regulatory VaR(1-day)   13      6      19            5      6            8 
Regulatory VaR(10-day)   42      20      59            16      18            25 
SVaR(1-day)   23      11      41            10      11            20 
SVaR(10-day)   72      35      130      1      30      35            64 
IRC   203      5      270            1      10            65 
CRM                                              
                              
Breakdown of the major regulatory risk measures by portfolioa 
As at 31 December 2016  Macro
£m
     Equities
£m
     Credit
£m
     

Barclays
International
Treasury

£m

     Banking
£m
     Group
Treasury
£m
     Barclays
Non-Core
£m
     

Financial
Resource

Managementb

£m

 
Regulatory VaR(1-day)   14      12      6      14      12      5      6       
Regulatory VaR(10-day)   44      38      20      45      40      15      21       
SVaR(1-day)   22      43      7      30      18      9      22       
SVaR(10-day)   69      137      24      95      58      30      69       
IRC   220      8      146      196      25      10      18       
CRM                                       2       

Note

aExcludes BAGL.
bThe movement from Barclays International Treasury to Financial Resource Management was due to changes in the sale of positions.hierarchy.

The table belowabove shows the primary portfolios which are driving the trading businesses’ modelled capital requirement as at 20142017 year end. The standalone portfolio results diversify at the total level and are not necessarily additive. Regulatory VaR, SVaR, IRC and APRCRM in the prior table show the diversified results.

 

  Breakdown of the major regulatory risk measures by portfolio

 

  As at 31 December 2014Macro
£m
 Equities
£m
 Credit
£m
 Client Capital
Management
£m
 Treasury
£m
 Africa
£m
 BNC  
£m  

 

Regulatory VaR

   11     17     7     21     1     2    8  

SVaR

   29     82     19     42     10     3    21  

IRC

   195     16     211     62              94  

APR

                                24  

 

148  |


Risk review

Risk performance

Market risk

Non-traded market risk

Net interest income sensitivity

The table below shows sensitivity analysis on the pre-tax net interest income for the non-trading financial assets and financial liabilities. The sensitivity has been measured using the Annual Earningsresults at Risk (AEaR) methodology as described on page 376. The benchmark interest rate for each currency is set as at 31 December of the same year. The effect of structural hedging is taken into account. The tables below show that net interest income would increase given a rise in rates; however, this analysis does not include the potential impacts on the impairment charge due to the effect of interest rates on affordability. This effect would depend on the wider economic environment and have the opposite effect on total profit.group level.

Banking book exposures held or issued by the Investment Bank are excluded from the interest rate sensitivity tables as these are measured and managed using VaR.

 

  Net interest income sensitivity (AEaR) by business unit

 

  As at 31 December 2014Personal &
Corporate
Banking
£m
 Barclaycard
£m
 Africa
£m
 BNCa
£m
 Otherb
£m
 Total 
£m 

 

+200bps

   464     (59)     26     6     (97)    340 

+100bps

   239     (27)     13     3     (58)    170 

-100bps

   (426)     26     (9)     (1)     26    (384)

-200bps

   (430)     29     (17)     (1)     39    (380)

 

As at 31 December 2013

            

+200bps

   373     (84)     19     9     (92)    225 

+100bps

   195     (42)     9     5     (57)    110 

-100bps

   (315)     25     (8)     (1)     56    (243)

-200bps

   (352)     26     (15)     (1)     49    (293)

 

AEaR increased 51% to £340m to a +200bp parallel shock. This was predominantly due to an increase in PCB account balances for which a structural hedge is in place. AEaR to the -200bp shock increased to £380m (2013: £293m) predominantly due to the inclusion of re-pricing lag risk in the PCB model. This is the risk of being unable to re-price products immediately after a change in rates due to mandatory notification periods.

 

 
  Net interest income sensitivity (AEaR) by currency (audited)  

 

 
  As at 31 December2014 2013 

 

 
 

+100 basis

points

£m

 

-100 basis

points

£m

 

+100 basis

points

£m

 

-100 basis

points

£m

 

 

 

GBP

   126     (373)     92     (199)  

USD

   25     (19)     9     (21)  

EUR

   (9)     24     (18)     (7)  

ZAR

   11     (8)     10     (9)  

Other currencies

   17     (8)     17     (7)  

 

 

Total

   170     (384)     110     (243)  

 

 

As percentage of net interest income

   1.40%     3.18%     0.95%     2.09%  

 

 

Net interest income sensitivity mainly arises in GBP, driven by PCB as discussed in the above table.

Barclays measure some non-traded market risks using an economic capital (EC) methodology. EC is predominantly calculated using a daily VaR model and then scaled up to a 1 year EC confidence interval (99.98%). For more information on definitions of prepayment, recruitment and residual risk, and on how EC is used to manage market risk, see the market risk management section on page 370.

The table on the next page shows the EC figures for the main non-trading businesses, where non-traded market risk EC is part of the business limit framework.

Notes

aOnly retail exposures within BNC are included in the calculation.
bOther consists of Treasury and adjustments made for hedge ineffectiveness. The hedge ineffectiveness accounts for the portion of the movements in hedging instruments that cannot be deferred from the income statements to the hedge reserves. This arises where the movement in the hedging instrument exceeds the movement of the hedged item in absolute terms.

 

 |  149Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    121


Risk review

Risk performance

Treasury and capital risk

 

 

 
  Economic Capital for non-traded risk by business unit 

 

 
  As at 31 December 2014Personal &
Corporate
Banking
£m
 Barclaycard
£m
 Africa
Banking
£m
 BNCa
£m
 

Total 

£m 

 

 

 

Prepayment risk

   32     15               47   

Recruitment risk

   148     1               149   

Residual riska

   12     3     34     16     65   

 

 

Total

   192     19     34     16     261   

 

 

As at 31 December 2013

          

Prepayment risk

   31     10               41   

Recruitment risk

   112     2               114   

Residual risk

   10     4     38     13     65   

 

 

Total

   153     16     38     13     220   

 

 

Total EC has increased 19% to £261m, primarily due to an increase in recruitment risk in PCB. This is due to the increase in mortgage and fixed rate savings product pipelines for which pre-hedges are in place.

Analysis of equity sensitivity

The table below measures the overall impact of a +/- 100bps movement in interest rates on available for sale and cash flow hedge reserves. This data is captured using PV01 which is an indicator of the shift in asset value for a 1 basis point shift in the yield curve. Note that in 2014 the methodology used to estimate the impact of the negative movement applied a 0% floor to interest rates.

 

 
  Analysis of equity sensitivity     

 

 
  As at 31 December2014 2013 

 

 
 

+100 basis
points

£m

 

-100 basis
points

£m

 

+100 basis
points

£m

 

-100 basis    
points    

£m    

 

 

 

Net interest income

   170    (384  110    (243)     

Taxation effects on the above

   (41  92    (27  61      

 

 

Effect on profit for the year

   129    (292  83    (182)     

 

 

As percentage of net profit after tax

   15.27  (34.56)%   6.40  (14.03)%  

 

 

Effect on profit for the year (per above)

   129    (292  83    (182)     

Available for sale reserve

   (698  845    (861  861      

Cash flow hedge reserve

   (3,058  2,048    (2,831  2,808      

Taxation effects on the above

   901    (694  923    (917)     

 

 

Effect on equity

   (2,726  1,907    (2,686  2,570      

 

 

As percentage of equity

   (4.13)%   2.89  (4.20)%   4.02%   

 

 

As discussed in relation to the net interest income sensitivity table on page 149, the impact of a 100bps movement in rates is largely driven by PCB. The movement in the AFS reserve shows lower sensitivity in 2014 due to the disposal of large debt security positions in Treasury. Note that the movement in the AFS reserve would impact CRD IV fully loaded CET1 capital, but the movement in the cash flow hedge reserve would not impact CET1 capital.

Foreign exchange risk

The Group is exposed to two sources of foreign exchange risk:

i) Transactional foreign currency exposure

Transactional foreign exchange exposures represent exposure on banking assets and liabilities, denominated in currencies other than the functional currency of the transacting entity.

The Group’s risk management policies prevent the holding of significant open positions in foreign currencies outside the trading portfolio managed by the Investment Bank which is monitored through DVaR.

Banking book transactional foreign exchange risk outside of the Investment Bank is monitored on a daily basis by the market risk functions and minimised by the businesses.

ii) Translational foreign exchange exposure

The Group’s investments in overseas subsidiaries and branches create capital resources denominated in foreign currencies principally US Dollar, Euro and South African Rand. Changes in the GBP value of the net investments due to foreign currency movements are captured in the currency translation reserve, resulting in a movement in CET1 capital.

The Group’s strategy is to minimise the volatility of the capital ratios caused by foreign exchange movements, by using the CET1 capital movements to broadly match the revaluation of the Group’s foreign currency RWA exposures.

The economic hedges primarily represent the US Dollar and Euro preference shares and Additional Tier 1 instruments that are held as equity, accounted for at historic cost under IFRS and do not qualify as hedges for accounting purposes.

Note

aOnly the retail exposures within Non-Core are captured in the measure.

150  |


Summary of Contents

Page
Liquidity risk performance
The risk that the firm, although solvent, either

   Liquidity overview and summary of performance

124
does not have sufficient financial resources

   Liquidity risk stress testing

124
available to enable it to meet its obligations

– Liquidity Risk reviewAppetite

125
as they fall due, or can secure such resources

– Liquidity regulation

125
only at excessive cost.

– Internal and regulatory stress tests

125

Risk performanceThis section provides an overview of the

    

Market risk

Group’s liquidity risk.

Functional currency of operations

 

  Functional currency of operations

 

 Foreign
currency
net
investments
 Borrowings
which hedge
the net
investments
 Derivatives
which hedge
the net
investments
 Structural
currency
exposures
pre-
economic
hedges
 Economic
hedges
 

Remaining 

structural 

currency 

  As at 31 December 2014£m £m £m £m £m £m 

 

US Dollar

   23,728     5,270     1,012     17,446    6,655    10,791 

Euro

   3,056     328     238     2,490    1,871    619 

Rand

   3,863          103     3,760        3,760 

Japanese Yen

   364     164     208     (8      (8)

Other

   2,739          1,198     1,541        1,541 

 

Total

   33,750     5,762     2,759     25,229    8,526    16,703 

 

As at 31 December 2013

           

US Dollar

   34,220     5,555     12,558     16,107    5,812    10,295 

Euro

   9,336     538     5,570     3,228    2,833    395 

Rand

   3,835          114     3,721        3,721 

Japanese Yen

   454     89     352     13        13 

Other

   2,850          1,101     1,749        1,749 

 

Total

   50,695     6,182     19,695     24,818    8,645    16,173 

 

During 2014, total structural currency exposure net of hedging instruments remained stable at £16.7bn (2013: £16.2bn)The liquidity pool is held unencumbered and broadly in line with the overall RWA currency profile. Foreign currency net investments decreased by £16.9bn to £33.8bn (2013: £50.7bn) driven predominantly by the restructuring of Group subsidiaries. The hedges associated with these investments decreased by £16.9bn to £2.8bn (2013: £19.7bn).

Pension risk review

The UK Retirement Fund (UKRF) represents approximately 92% (2013: 91%) of the Group’s total retirement benefit obligations globally. The other material overseas schemes are in South Africa and the US where they represent approximately 4% (2013: 5%) and 2% (2013: 2%) respectively of the Group’s total retirement benefit obligations. As such, this risk review section will focus exclusively on the UKRF. Note that the scheme is closed to new entrants.

Pension risk arises as the estimated market value of the pension fund assets might decline, or the investment returns might reduce; or the estimated value of the pension liabilities might increase.

See pages 377 for more information on how pension risk is managed.

Assets

The Board of Trustees defines an overall long-term investment strategy for the UKRF, with investments across a broad range of asset classes. This ensures an appropriate mix of return seeking assets to generate future returns as well as liability matching assets to better match the future pension obligations. The main market risks within the asset portfolio are against interest rates and equities.

Fair value of UKRF plan assets increased by 14% to £26.9bn. See Note 35 to the financial statements for details.

Liabilities

The retirement benefit obligations are a series of future cash flows with relatively long duration. On an IAS 19 basis these cash flows are sensitive to changes in the expected long-term inflation rate and the discount rate (AA corporate bond yield curve):

¡  An increase in long term inflation corresponds

   Liquidity pool

126
is not used to support payment or clearing

– Composition of the liquidity pool

126
requirements. The liquidity pool is intended

– Liquidity pool by currency

126
to offset stress outflows, and comprises the

– Management of the Group liquidity pool

126
following cash and unencumbered assets.

– Contingent liquidity

127
The basis for sound liquidity risk

   Funding structure and funding relationships

127
management is a solid funding structure that

– Deposit funding

127
reduces the probability of a liquidity stress

– Behavioural maturity profile

128
leading to an increase in liabilities; and

¡inability to meet funding  An increase

– Wholesale funding

128
obligations as they fall due.
Asset encumbrance arises from collateral

   Encumbrance

129
pledged against secured funding and other

On-balance sheet

130
collateralised obligations. Barclays funds a

Off-balance sheet

130
portion of trading portfolio assets and other

– Repurchase agreements and reverse repurchase agreements

131
securities via repurchase agreements and other similar borrowing, and pledges a portion of customer loans and advances as collateral in securitisation, covered bond and other similar secured structures.
In addition to monitoring and managing key

   Credit ratings

132
metrics related to the discount rate corresponds to a decrease in liabilities.financial strength of the

Pension risk is generated through the Group’s defined benefits schemes and this risk is deemed to move to zero over time as the chart below shows. The chart below outline the shape of the liability cash flow profile, that takes account of future inflation indexing of payments to beneficiaries, with the majority of the cash flows (approximately 75%) falling between 0 and 40 years, peaking within the 21 to 30 year band and reducing thereafter. The shape may vary depending on changes in inflation expectation and mortality and it is updated in line with triennial valuation process.

For more detail on liability assumptions see Note 35 to the financial statements.

Group, Barclays solicits independent credit ratings.

These ratings assess the creditworthiness of the Group, its subsidiaries and branches and are based on reviews of a broad range of business and financial attributes including risk management processes and procedures, capital strength, earnings, funding, asset quality, liquidity, accounting and governance.

Provides details on the contractual maturity

   Contractual maturity of financial assets and liabilities

133
of all financial instruments and other assets and liabilities.

 

122    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F |  151


Proportion of liability cash flows

  

LOGO

  

Risk measurement

Page

In line with the Group’s risk management framework, the assets and liabilities of the UKRF are modelled within a VaR framework to show the volatility of the pension positions on a total portfolio level. This ensures that the risks, diversification benefits and liability matching characteristics of the UKRF obligations and investments are adequately captured. VaR is measured and monitored on a monthly basis at the pension risk for a such as the Market Risk Committee, Pension Management Group and Pensions Executive Board. The VaR model takes into account the valuation of the liabilities based on an IAS 19 basis (see Note 35 to the financial statements). The trustees, receive quarterly VaR measures on a funding basis.

The pension liability is also sensitive to post-retirement mortality assumptions. See Note 35 to the financial statements for more details.

In addition to this, the impact of pension risk to the Group is taken into account as part of the stress testing process. Stress testing is performed internally at least on an annual basis, covering scenarios such as European economic crisis and quantitative easing. The UKRF exposure is also included as part of the regulatory stress tests and exercises indicated that the UKRF risk profile is resilient to severe stress events.

The defined benefit pension scheme affects capital in two ways. The IAS 19 deficit impacts the CET1 capital ratio. Pension risk is also taken into account in the Pillar 2 capital assessment.

Triennial valuation

Please see Note 35 to the financial statements for information on the current position of the fund.

Insurance risk review

Insurance risk is managed within Africa Banking. From an economic capital perspective, four significant categories of insurance risk are reported. Please see page 115 for definitions and governance procedures.

The risk figures are based on economic capital principles and refer to 1 in 250 event levels. The underwriting risk appetite for short term insurance for 2014 was calculated based on the projected net written premium. See page115 for a description of the risks and a discussion of their measurement.

The year-on-year utilisation (as a percentage of approved appetite) remained relatively stable, except for life insurance mismatch risk which is explained below. The risk types below include the assessments of the main insurance risks for determining the economic capital requirements.

 

 
 2014 2013 
  

 

 

 
  As at 31 December        Position
£m
 Appetite
£m
 Position
£m
 

Appetite 

£m 

 

 

 

Short term insurance underwriting risk

   40     44     40     51   

Life insurance underwriting risk

   21     28     22     26   

Life insurance mismatch risk

   16     40     17     44   

Life and short-term insurance investment risk

   12     14     12     16   

 

 

Risk positions were broadly stable over the year. The life insurance mismatch risk utilisation was lower than appetite as a refined actuarial valuation methodology was implemented. This model refinement resulted in a better matching position between assets and liabilities resulting in a desired lower mismatch for 2014 compared to 2013.

152  |


Risk review

RiskCapital risk performance

    

Funding risk – Capital

Analysis of capital risk

Capital risk is the risk that the Groupfirm has an

   Capital risk overview and summary of performance

137
insufficient level or composition of capital resources, which could lead to (i) a failure

   Regulatory minimum capital and leverage requirements

138
support its normal business activities and to      –  Capital138
meet its regulatory requirements; (ii) a change to credit rating;capital requirements      –  Leverage138
under normal operating environments or (iii) an inability to support business activitystressed conditions (both actual and growth.

as defined for internal planning or regulatory testing purposes). This also includes the risk from the firm’s pension plans.

This section details Barclays’ capital position providing information on both capital resources and capital requirements under CRD IV.requirements. It also provides detaildetails of the BCBS 270 leverage ratioratios and underlying exposures.
This section outlines the Group’s capital

  Analysis of capital resources

139
ratios, capital composition, and provides      –  Capital ratios139
information on significant movements in      –  Capital resources139
CET1 capital during the year.      –  Movement in CET1 capital140
This section outlines risk weighted assets by

  Analysis of risk weighted assets

141
risk type, business and macro drivers.      –  Risk weighted assets by risk type and business141
      –  Movement analysis of risk weighted assets141
This section outlines the Group’s leverage

  Analysis of leverage ratios and exposures

142
ratios, leverage exposure composition, and      –  Leverage ratios and exposures142
provides information on significant movements in the IFRS and leverage balance sheet.
The Group discloses the two sources of foreign

  Foreign exchange risk

143
exchange risk that it is exposed to.      –  Transactional foreign currency exposure143
      –  Translational foreign exchange exposure143
      –  Functional currency of operations143
A review focusing on the UK retirement fund,

  Pension risk review

144
which represents the majority of the Group’s      –  Assets and Liabilities144
total retirement benefit obligation.      –  IAS19 Position144
      –  Risk Measurement145
This section outlines the Group’s Minimum

  Minimum requirement for own funds and eligible liabilities

145
requirement for own funds and eligible liabilities (MREL) position and ratios.

 

Key metrics

10.3% fully loaded

Common Equity Tier 1 ratioInterest rate risk in the banking book performance

 

  

A description of thenon-traded market risk framework is provided.

The Group discloses a sensitivity analysis onpre-tax net interest income fornon-trading financial assets and liabilities. The analysis is carried out by Business Unit and currency.

The Group measures somenon-traded market risks, in particular prepayment, recruitment, and residual risk using an Economic Capital methodology

The Group discloses the overall impact of a parallel shift in interest rates on Available for Sale and cash flow hedges.

The Group measures the volatility of the value of the Available for Sale instruments in the liquidity pool throughnon-traded market risk VaR.

  Interest rate risk in the banking book overview and summary of performance

146

  Net interest income sensitivity

147
      –  by business unit147
      –  by currency147

  Economic Capital by business unit

147

  Analysis of equity sensitivity

148

  Volatility of the available for sale portfolio in the liquidity pool

148
  

Fully loaded CET1 capital increased by £1.1bn driven by increased qualifying reserves and lower regulatory deductions.

RWAs decreased by £40.6bn driven by a reduction in Non-Core reflecting the disposal of businesses, run-down and exit of securities and loans; and derivative risk reductions.

3.7% BCBS 270 leverage ratio

  
The BCBS 270 leverage ratio increased to 3.7% from September 2014 reflecting a reduction in leverage exposure to £1,233bn driven by a seasonal reduction in settlement balances and continued reductions in Non-Core exposure.

 

 |  153


Capital risk is the risk that the Group has insufficient capital resources to:

¡

Meet minimum regulatory requirements in the UKBarclays PLC and in other jurisdictions such as the United States and South Africa where regulated activities are undertaken. The Group’s authority to operate as a bank is dependent upon the maintenance of adequate capital resources;

¡

Support its credit rating. A weaker credit rating would increase the Group’s cost of funds; and

¡

Support its growth and strategic options.

LOGO

More detailsBarclays Bank PLC 2017 Annual Report on monitoring and managing capital risk may be found in the Risk Management sections on pages 101 to 102.

All disclosures in this section (pages 154-159) are unaudited unless otherwise stated

Overview

This section provides an overview of Barclays’ capital position and details i) capital resources on a PRA transitional basis ii) movement analysis on fully loaded CET1 capital iii) CRD IV capital requirements by risk type and business and movement analysis. It also provides details of the BCBS 270 leverage ratio and underlying exposures.

Capital ratios

Barclays’ current regulatory target is to meet a fully loaded CET1 ratio of 9% by 2019, plus a Pillar 2A add-on. The 9% comprises the required 4.5% minimum CET1 ratio and, phased in from 2016, a Combined Buffer Requirement made up of a Capital Conservation Buffer (CCB) of 2.5% and an expected Globally Systemically Important Institution (G-SII) buffer of 2%.

Under current PRA guidance, the Pillar 2A add-on will need to be met with 56% CET1 from 2015, which would equate to approximately 1.6%a of RWAs. The Pillar 2A add-on would be expected to vary over time according to the PRA’s individual capital guidance.

In addition, a Counter-Cyclical Capital Buffer (CCCB) and/or additional Sectoral Capital Requirements (SCR) may be required by the Bank of England to protect against perceived threats to financial stability. CRD IV also includes the potential for a Systemic Risk Buffer (SRB). These buffers could be applied at the Group level or at a legal entity, sub-consolidated or portfolio level. No CCCB, SCR or SRB has currently been set by the Bank of England.

Capital resources

The PRA announced the acceleration of transitional provisions relating to CET1 deductions and filters so the fully loaded requirements are applicable from 1 January 2014, with the exception of unrealised gains on available for sale debt and equity. As a result, transitional capital ratios are now closely aligned to fully loaded ratios.

Grandfathering limits on capital instruments, previously qualifying as Tier 1 and Tier 2, are unchanged under the PRA transitional rules.

Leverage

In addition to the Group’s capital structure, target ratios have also been set in respect of both the PRA leverage ratio requirement of 3% and the final recommendations on leverage proposed by the FPC’s review on leverage published 31st October 2014.

The review recommends a minimum leverage ratio requirement, a supplementary leverage ratio buffer applicable to globally systemically important banks and a countercyclical leverage ratio buffer. These recommendations would result in a fully phased in leverage ratio of 3.7% for Barclays (based on current GSIFI and Countercyclical Buffer assumptions) applicable by 2018.

Summary of performance in the period

Barclays continues to be in excess of minimum CRD IV capital ratios on both a transitional and fully loaded basis.

As at 31 December 2014, Barclays exceeded the PRA target fully loaded CET1 ratio of 7%. On a transitional basis, the PRA has implemented a minimum requirement CET1 ratio of 4%, Tier 1 ratio of 5.5% and Total Capital ratio of 8%.

The fully loaded CRD IV CET1 ratio increased to 10.3% (2013: 9.1%) due to a £40.6bn reduction in risk weighted assets to £401.9bn and an increase in the fully loaded CRD IV CET1 capital of £1.1bn to £41.5bn.

The increase in capital, after absorbing £3.3bn of adjusting items, was driven by a £1.6bn increase in other qualifying reserves and a £0.6bn increase due to lower regulatory adjustments and deductions. This was partially offset by £1.2bn recognised for dividends.

The RWA reduction was mainly driven by a £35bn reduction in Non-Core to £75bn reflecting the disposal of businesses, run-down and exit of securities and loans, and derivative risk reductions.

The BCBS 270 leverage ratio increased to 3.7% (September 2014: 3.5%), reflecting a reduction in the BCBS 270 leverage exposure to £1,233bn (September 2014: £1,324bn) driven by a seasonal reduction in settlement balances and continued reductions in Non-Core exposure.

Note

aBased on a point in time assessment made by the PRA, at least annually. The PRA issued its requirements in May 2014. The EBA issued guidelines on the Supervisory Review and Evaluation Process (SREP) and on Pillar 2 capital which are effective from 2016, which are likely to affect how the PRA approaches Pillar 2 thereafter.

154  |


Risk review

Risk performance

Funding risk – Capital

CRD IV Capital

The Capital Requirements Regulation and Capital Requirements Directive implemented Basel III within the EU (collectively known as CRD IV) on 1 January 2014. The rules are supplemented by Regulatory Technical Standards and the PRA’s rulebook, including the implementation of transitional rules. However, rules and guidance are still subject to change as certain aspects of CRD IV are dependent on final technical standards and clarifications to be issued by the EBA and adopted by the European Commission and the PRA. All capital, RWA and leverage calculations reflect Barclays’ interpretation of the current rules.

 

 
  Key capital ratios    

 

 
  As at 31 December2014 2013  

 

 

Fully Loaded Common Equity Tier 1

   10.3%    9.1%  

PRA Transitional Common Equity Tier 1a,b

   10.2%    9.1%  

PRA Transitional Tier 1b,c

   13.0%    11.3%  

PRA Transitional Total Capitalb,c

   16.5%    15.0%  
   

 

 
  Capital resources (audited)    

 

 
 2014 2013  
  As at 31 December£m £m  

 

 

Shareholders’ equity (excluding non-controlling interests) per balance sheet

   59,567    55,385   

– Less: Other equity instruments (recognised as AT1 capital)

   (4,322  (2,063)  

Adjustment to retained earnings for foreseeable dividends

   (615  (640)  

Minority interests (amount allowed in consolidated CET1)

   1,227    1,238   

Other regulatory adjustments and deductions

   

Additional value adjustments (PVA)

   (2,199  (2,479)  

Goodwill and intangible assets

   (8,127  (7,618)  

Deferred tax assets that rely on future profitability excluding temporary differences

   (1,080  (1,045)  

Fair value reserves related to gains or losses on cash flow hedges

   (1,814  (270)  

Excess of expected losses over impairment

   (1,772  (2,106)  

Gains or losses on liabilities at fair value resulting from own credit

   658    600   

Other regulatory adjustments

   (45  (119)  

Direct and indirect holdings by an institution of own CET1 instruments

   (25  (496)  

 

 

Fully loaded Common Equity Tier 1

   41,453    40,387   

Regulatory adjustments relating to unrealised gains

   (583  (180)  

 

 

PRA transitional Common Equity Tier 1

   40,870    40,207   

Additional Tier 1 (AT1) capital

   

Capital instruments and the related share premium accounts

   4,322    2,063   

Qualifying AT1 capital (including minority interests) issued by subsidiaries

   6,870    9,726   

Less instruments issued by subsidiaries subject to phase out

       (1,849)  

 

 

Transitional Additional Tier 1 capital

   11,192    9,940   

 

 

PRA transitional Tier 1 capital

   52,062    50,147   

Tier 2 (T2) capital

   

Capital instruments and the related share premium accounts

   800    –   

Qualifying T2 capital (including minority interests) issued by subsidiaries

   13,529    16,834   

Less instruments issued by subsidiaries subject to phase out

       (522)  

Other regulatory adjustments and deductions

   (48  (12)  

 

 

PRA transitional total regulatory capital

   66,343    66,447   

 

 

Notes

aThe CRD IV CET1 ratio (FSA October 2012 transitional statement) as applicable to Barclays’ Tier 2 Contingent Capital Notes was 12.3% based on £49.6bn of transitional CRD IV CET1 capital and £402bn RWAs. This is calculated as CET1 capital as adjusted for the transitional relief (£49.6bn), divided by CRD IV RWAs. The following transitional relief items are added back to CET1 capital: Goodwill and Intangibles (£6.5bn), Deferred tax asset (£0.9bn), Debit valuation adjustment (£0.1bn), Expected losses over impairment (£1.4bn) and Excess minority interest (£0.2bn), partially offset by removal of AFS gain (£0.6bn) and the defined benefit pension adjustment (£0.4bn)
bThe PRA transitional capital is based on guidance provided in policy statement PS7/13 on strengthening capital standards published in December 2013.
cAs at 31 December 2014, Barclays’ fully loaded Tier 1 capital was £46,020m, and the fully loaded Tier 1 ratio was 11.5%. Fully loaded total regulatory capital was £61,763m and the fully loaded total capital ratio was 15.4%. The fully-loaded Tier 1 capital and total capital measures are calculated without applying the transitional provisions set out in CRD IV and after assessing compliance of AT1 and T2 instruments against the relevant criteria in CRD IV.

|  155


Form 20-FMovement in fully loaded Common Equity Tier 1 (CET1) Capital    123

2014 
£m 

Opening balance as at 1 January

40,387 

Profit for the period

76 

Movement in own credit

58 

Movement in dividends

(1,228)

Retained regulatory capital generated from earnings

(1,094)

Movement in reserves – net impact of share awards

706 

Movement in available for sale reserves

414 

Movement in currency translation reserves

560 

Movement in retirement benefits

205 

Other reserves movements

(329)

Movement in other qualifying reserves

1,556 

Minority interests

(11)

Additional value adjustments (PVA)

280 

Goodwill and intangible assets

(509)

Deferred tax assets that rely on future profitability excluding those arising from temporary differences

(35)

Negative amounts resulting from the calculation of expected loss amounts

334 

Other regulatory adjustments

74 

Direct and indirect holdings by an institution of own CET1 instruments

471 

Movement in regulatory adjustments and deductions

604 

Closing balance as at 31 December

41,453 

¡Fully loaded CRD IV CET1 ratio increased significantly in the period to 10.3% (2013: 9.1%) reflecting an increase in CET1 capital of £1.1bn to £41.5bn, after absorbing £3.3bn of adjusting items, and a £40.6bn decrease in RWAs to £402bn. The improvement reflects progress made in execution of the Group strategy and good progress towards the 2016 Transform target of in excess of 11%.

¡Material movements in CET1 capital included:

A £1.2bn decrease recognised for dividends paid and foreseen;

A £0.6bn increase due to movements in the currency translation reserve primarily driven by the strengthening of USD against GBP;

A £0.4bn increase due to gains in the available for sale reserve; and

A £0.6bn increase due to lower regulatory adjustments and deductions, with decreased deductions of £0.5bn for holdings of own CET1 instruments, £0.3bn for expected loss over impairments and £0.3bn for PVA, partially offset by a £0.5bn increase in the deduction for goodwill and intangible assets. The reduction in PVA results principally from the £0.9bn adjustment to the balance sheet valuation of the ESHLA portfolio at year end, which reduces the PVA relating to that portfolio.

¡Transitional total capital decreased by £0.1bn to £66.3bn largely due to capital redemptions in the period of1bn non-cumulative callable preference shares and1bn of callable fixed/floating rate subordinated notes (T2 capital). These decreases were partially offset by the increase in fully loaded CET1 capital and a T2 capital issuance of $1.25bn of fixed rate subordinated notes.

156  |


Risk review

Risk performance

Funding risk – Capital

 

  Risk weighted assets (RWAs) by risk type and business

 

 Credit risk Counterparty credit riska Market riskb 

Operational

risk

 Total RWAs 
  

 

 

 Std IRB Std IRB Std IMA    
  As at 31 December 2014£m £m £m £m £m £m £m £m 

 

Personal and Corporate Banking

           32,657     70,080     238     1,049     26          16,176    120,226 

Barclaycard

   15,910     18,492                         5,505    39,907 

Africa Banking

   9,015     21,794     10     562     948     588     5,604    38,521 

Investment Bank

   5,773     36,829     13,739     11,781     18,179     16,480     19,621    122,402 

Head Office

   506     2,912     234     62     7     521     1,326    5,568 

 

Total Core

   63,861     150,107     14,221     13,454     19,160     17,589     48,232    326,624 

Barclays Non-Core

   10,679     19,416     3,023     18,406     2,236     13,088     8,428    75,276 

 

Total risk weighted assets

   74,540     169,523     17,244     31,860     21,396     30,677     56,660    401,900 

 

As at 31 December 2013

                

Personal and Corporate Banking

   30,750     71,635     174     649     57          15,020    118,285 

Barclaycard

   14,357     15,676                         5,627    35,660 

Africa Banking

   7,435     21,807     9     529     494     935     6,837    38,046 

Investment Bank

   3,681     33,215     11,200     19,511     21,756     16,921     18,096    124,380 

Head Office

   251     7,760     411     1,747     3,612     1,356     1,089    16,226 

 

Total Core

   56,474     150,093     11,794     22,436     25,919     19,212     46,669    332,597 

Barclays Non-Core

   19,120     29,677     5,152     20,709     7,819     19,755     7,642    109,874 

 

Total risk weighted assets

   75,594     179,770     16,946     43,145     33,738     38,967     54,311    442,471 

 

 

  Movement analysis of risk weighted assets         

 

   Counterparty   Operational  
 Credit risk credit riska Market riskb risk Total RWAs 
 £bn £bn £bn £bn £bn 

 

As at 1 January 2014

   255.4    60.1    72.7    54.3   442.5 

Book size

   14.4    (16.0  (15.8     (17.4)

Acquisitions and disposals

   (12.9  (0.3  (1.3     (14.5)

Book quality

   (4.4  (2.1  1.2       (5.3)

Model updates

   6.0    3.5    (1.0  3.4   11.9 

Methodology and policy

   (10.6  1.3    (3.6     (12.9)

Foreign exchange movementc

   (0.5          (1.0 (1.5)

Other

   (3.4  2.6    (0.1     (0.9)

 

As at 31 December 2014

   244.0    49.1    52.1    56.7   401.9 

 

RWAs decreased £40.6bn to £401.9bn, driven by:

¡Book size decreased £17.4bn driven by trading book risk reductions within the Investment Bank and BNC, partially offset by growth in loans and advances to customers in PCB and Barclaycard;

¡Acquisitions and disposals decreased £14.5bn primarily driven by BNC disposals. The sale of the Spanish business, completed on 2 January 2015, would decrease RWAs further by £5.0bn;

¡Book quality decreased £5.3bn due to improvements in underlying Investment Bank and PCB exposure risk profiles;

¡Model updates increased £11.9bn, primarily driven by the implementation of a revised credit risk model for assessing the probability of counterparty default;

¡Methodology and policy decreased £12.9bn due to regulatory changes to the treatment of high quality liquid assets; and

¡Foreign exchange movements decreased £1.5bn due to the depreciation of ZAR and EUR against GBP, partially offset by the appreciation of USD against GBP.

Notes

aRWAs in relation to default fund contributions are included in counterparty credit risk.
bRWAs in relation to CVA are included in market risk.
cForeign exchange movement does not include foreign exchange for counterparty credit risk or market risk.

|  157


Leverage ratio requirements

The leverage exposure below has been prepared in line with the PRA’s revised Supervisory Statement SS3/13, which requires the exposure measure to be calculated on a BCBS 270 basis and Barclays to meet a 3% end point Tier 1 leverage ratio.

In January 2014, the Basel Committee finalised its revised standards (BCBS 270) for calculating the Basel III leverage ratio. The European Commission is implementing the amendments into the CRR via a delegated act which came into force from January 2015. Barclays does not believe that there is a material difference between the BCBS 270 leverage ratio and a leverage ratio calculated in accordance with the delegated act.

At 31 December 2014, Barclays’ BCBS 270 leverage ratio was 3.7%, which is in line with the expected minimum end state requirement outlined by the Financial Policy Committee (FPC).

 

 
  BCBS 270 leverage ratio      

 

 
  Leverage exposureAs at
31.12.14
£bn
 As at
30.09.14
£bn
 

As at 
30.06.14 

£bn 

 

 

 

Accounting assets

    

Derivative financial instruments

   440    383    333   

Cash collateral

   73    60    60   

Reverse repurchase agreements (SFTs)

   132    158    172   

Loans and advances and other assets

   713    765    750   

 

 

Total IFRS assets

   1,358    1,366    1,315   

Regulatory consolidation adjustments

   (8  (8  (8)  

Derivatives adjustments

    

Derivatives netting

   (395  (345  (298)  

Adjustments to cash collateral

   (53  (42  (31)  

Net written credit protection

   27    28    29   

Potential future exposure on derivatives

   179    195    195   

 

 

Total derivatives adjustments

   (242  (164  (105)  

Securities financing transactions (SFTs) adjustments

   25    34    56   

Regulatory deductions and other adjustments

   (15  (14  (10)  

Weighted off balance sheet commitments

   115    110    105   

 

 

Total fully loaded leverage exposure

   1,233    1,324    1,353   

Fully loaded CET1 capital

   41.5    42.0    40.8   

Fully loaded AT1 capital

   4.6    4.6    4.6   

 

 

Fully loaded Tier 1 capital

   46.0    46.6    45.4   

Fully loaded leverage ratio

   3.7%    3.5%    3.4%  

 

 

¡During Q414 leverage exposures decreased by £91bn to £1,233bn:

Loans and advances and other assets decreased by £52bn to £713bn primarily due to a seasonal reduction in settlement balances of £28bn, and a £13bn reduction in cash balances.

SFTs decreased £35bn to £157bn driven by a £26bn reduction in IFRS reverse repurchase agreements and £9bn in SFT adjustments reflecting deleveraging in BNC and a seasonal reduction in trading volumes.

Total derivative exposuresa decreased £8bn due to a £16bn reduction in the potential future exposure (PFE), partially offset by an increase in IFRS derivatives and cash collateral.

PFE on derivatives decreased £16bn to £179bn mainly due to reductions in business activity and optimisations, including trade compressions and tear ups. This was partially offset by an increase relating to sold options driven by a change to the basis of calculation.

Other derivatives exposures increased £8bn to £92bn driven by an increase in IFRS derivatives of £57bn to £440bn and cash collateral £13bn to £73bn. This was broadly offset by increases in allowable derivatives netting.

Note

aTotal derivative exposures include IFRS derivative financial instruments, cash collateral and total derivatives adjustments.

158  |


Risk review

Risk performance

Funding risk – Capital

Economic Capital (EC) and its use as part of the ICAAP assessment (Pillar 2)

RWAs are measured based on generic regulatory capital rules that assume all financial institutions have a well diversified portfolio. An alternative approach to measure capital risk is to use an EC calculation approach that takes into consideration firm specific concentrations (e.g. sector, geography, single name), risk exposures and portfolio correlations.

EC is an internal measure of the risk profile of the bank expressed as the estimated stress loss at a 99.98% confidence level. The Group assesses capital requirements by measuring the Group’s risk profile using internally developed models. The Group assigns EC primarily within the following risk categories: credit risk, market risk, operational risk, fixed asset risk (mainly property) and pension risk.

The Group regularly reviews its EC methodology and benchmarks outputs to external reference points. The framework uses default probabilities during average credit conditions, rather than those prevailing at the balance sheet date, thus seeking to remove cyclicality from the EC calculation. The EC framework takes into consideration time horizon, correlation of risks and risk concentrations. EC is allocated on a consistent basis across all businesses and risk activities.

UK Firms, as part of Pillar 2 framework, are required to update annually the firm’s Internal Capital Adequacy Assessment Process (ICAAP). The information provided by the Group within the ICAAP is used by the PRA/BoE to support the regulator capital solvency review. Requirements for local ICAAPs also exist in a number of jurisdictions in which the Group operates (e.g. South Africa). The Group ICAAP is used to assess Group-wide capital adequacy to cover for all risks to which the Group is exposed.

As part of the Group ICAAP, and in line with PRA/BoE rules, the internal measure of Capital (EC) is used to support the Group’s assessment of the appropriateness of capital allocated to each risk type. EC is also used to assess capital adequacy of a number of subsidiaries (as part of Local ICAAPs). Key risks considered as part of the Group and local ICAAPs are:

¡Pillar 1 risks (i.e. Credit, Market and Operational risk): for which capital requirements are primarily based on the Regulatory Capital framework (IRB and Standardised approaches) and calculated in line with PRA rules set out in GENPRU/BIPRU. Regulatory Capital requirements are then benchmarked against our EC calculations as part of the Group’s ICAAP assessment.

¡Non-Pillar 1 risks: for which we have bespoke approaches that are mainly included in the EC framework. Main non-Pillar 1 risks:

Pension risk: the Group does not have ownership of the investments within the pension fund but rather works with the Trustees’ dedicated investment team to ensure that the risk profile is appropriate and within risk appetite.

Concentration risk (e.g. single name, industry, geography): managed and monitored as part of BAU, mainly through Group risk appetite framework, policy setting, monitoring, stress testing and EC framework. For EC purposes concentration risk is accounted for within each relevant risk type (mainly as part of the Wholesale Credit Risk EC calculation)

Interest Rate Risk in the Banking Book (IRRBB): also called Non-traded interest rate risk (included as part of Market Risk in charts below). The Group’s objective is to minimise non-traded interest rate risk and this is achieved by transferring IRRBB from the business to Group Treasury, which in turn hedges the net exposure via the Investment Bank with the external market. Limits exist to ensure no material risk is retained within any business/product area.

Spot economic capital allocation by risk type £ma, b, cSpot economic capital allocation by business (£m) a, b, c

LOGO

LOGO

1   Africa

2   Barclaycard

3IB

4PCB

5HO  (Treasury)

6Non-Core

2014

3,000

3,950

5,800

7,450

3,700

3,000

Notes

aFigures are rounded to the nearest £50m for presentation purposes.
bTotal period end spot economic capital requirement (including pension risk) as at 31 December 2014 stood at £30,450m (2013: £31,050m).
cEconomic capital charts exclude the economic capital calculated for pension risk (spot pension risk as at 31 December 2014 is £3,850m compared with £4,450m in 2013).

|  159


Risk performance

Funding risk – Liquidity

Risk review

Risk performance

Treasury and Capital risk – Liquidity

Liquidity risk

The risk that the firm is unable to meet its contractual or contingent obligations or that it does not have the appropriate amount, tenor and composition of funding and liquidity to support its assets.

All disclosures in this section (pages 124 to 136) are unaudited and exclude BAGL unless otherwise stated.

Key metrics

 

Analysis of liquidity risk

Liquidity risk is the risk that a firm, although solvent, either does not have sufficient financial resources available to enable it to meet its obligations as they fall due, or can secure such resources only at excessive cost.

This section details the Group’s liquidity risk profile and provides information on the way the Group manages that risk.

Key metrics

124% LCR

154%
The Group strengthened its liquidity position during the year, increasing its surplus to internal and regulatory requirements

£15bn requirements.

Term Issuance

£12bn

The Group maintains access to stable and diverse sources of funding across customer deposits and wholesale debtdebt.

  

160  |


Risk review

Risk performance

Funding risk – Liquidity

Liquidity risk is the risk that the Group, although solvent, either does not have sufficient financial resources available to meet its obligations as they fall due, or can secure such resources only at excessive cost. This also results in a firm’s inability to meet regulatory liquidity requirements. This risk is inherent in all banking operations and can be affected by a range of Group-specific and market-wide events.

All disclosures in this section (pages 161-177) are unaudited and exclude BAGL unless otherwise stated

Overview

The Group has a comprehensive Key Risk Control Framework for Liquidity Risk (the Liquidity Framework) for managing the Group’s liquidity risk. The Liquidity Framework meets the PRA’s standards and is designed to ensuremaintain that the Group maintainsGroup’s liquidity resources that are sufficient in amount and quality, and a funding profile that is appropriate to meet the liquidity risk appetite. The Liquidity Framework is delivered via a combination of policy formation, review and governance, analysis, stress testing, limit setting and monitoring.

Liquidity risk is managed separately at Barclays Africa Group Limited (BAGL) due to local currency and funding requirements. Unless stated otherwise, all disclosures in this section exclude BAGL and they are reported on a stand-alone basis. Adjusting for local requirements, BAGL liquidity risk is managed on a consistent basis to the Group.

This section provides an analysis of the Group’s: i) summary of performance, ii) liquidity risk stress testing, ii) internal and regulatory stress tests, iii) liquidity pool, iv) funding structure and funding relationships, v) wholesale funding,encumbrance, vi) term financing, vii) encumbrance, viii) repurchase agreements, ix) credit ratings, x) liquidity management at BAGL and xi)vii) contractual maturity of financial assets and liabilities.

For further detail on liquidity risk governance and framework see page103.pages 343 to 345.

Summary of performance in the period

During 2014,The Group continued to maintain surpluses to its internal and regulatory requirements. The liquidity pool increased to £220bn (December 2016: £165bn) reflecting the Group strengthened itsapproach of holding a conservative liquidity position building a larger surplus to its Liquidity Risk Appetite. This positionsand through net deposit growth, the Group well for potential rating changes as credit rating agencies assess sovereign support in Barclaysunwind of legacyNon-Core portfolios, money market borrowing and drawdown from the Bank PLC’s credit ratings. This resulted in an increase in the Group liquidity pool to £149bn (2013: £127bn).of England Term Funding Scheme. The estimated CRD IV Liquidity Coverage Ratio (LCR) increased to 124% (2013: 96%154% (December 2016: 131%), equivalent to a surplus of £30bn (2013: shortfall of £6bn)£75bn (December 2016: £39bn) to 100%.

The Group funding profile remains stable and well diversified. Wholesale funding outstanding (excludingexcluding repurchase agreements)agreements was £171bn (2013: £186bn)£157bn (December 2016: £158bn). The Group issued £11.5bn equivalent of capital and senior unsecured debt from Barclays PLC (the Parent company) of which £6.1bn was active in wholesalepublic senior unsecured secureddebt, and debt£5.4bn in capital markets, issuing £15bn (2013: £1bn) netinstruments. In the same period £6.1bn of early redemptions.Barclays Bank PLC capital and senior public term instruments either matured or were redeemed, including the $1.375bn 7.1% Series 3 USD preference shares.

Liquidity risk stress testing

Under the Liquidity Framework, the Group has established a Liquidity Risk Appetite (LRA) together with the appropriate limits for the management of the liquidity risk. This is the level of liquidity risk the Group chooses to take in pursuit of its business objectives and in meeting its regulatory obligations. The key expression of the liquidity risk is through internal stress tests. It is measured with reference to the liquidity pool compared to anticipated stressed net contractual and contingentstressed outflows for each of three stressspecific scenarios.

124    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Liquidity Risk Appetite

As part of the LRA, the Group runs three primaryshort term liquidity stress scenarios, aligned to the PRA’s prescribed stresses:

 

¡ A 90-day market-wide stress event;event

 

¡ A 30-day Barclays-specific stress event; andevent

 

¡ A combined30-day market-wide and Barclays-specific stress event.

Under normal market conditions, the liquidity pool is managed to be at a target of at least 100% of anticipated outflows under each of these stress scenarios. The30-day Barclays-specific combined stress scenario, results in the greatest net outflows of each of the liquidity stress tests. The combined 30-dayLRA scenario assumes outflows consistenthas been enhanced and improved to capture a Barclays specific stress coinciding with a firm-specificmarket stress forover the first two weeksfull stress horizon. As part of the LRA, Barclays also establishes the minimum LCR limit. Barclays also evaluates its long-term LRA, one year stress period, followed by relatively lower outflows consistent with a market-wide stress for the remaindertest based on prolonged closure of the stress period.

|  161


capital markets.

Key LRA assumptions include:

For the year ended 31 December 2017

 

For the year ended 31 December 2014Drivers of

Liquidity Risk

LRA Combined stress - key assumptions
Wholesale Secured

   Zero rollover of maturing wholesale unsecured funding

and Unsecured

   Loss of repo capacity onnon-extremely liquid repos at contractual maturity date

Funding Risk

   Roll of repo for extremely liquid repo at wider haircut at contractual maturity date

   Withdrawal of contractual buyback obligations, excess client futures margin, Prime Brokerage client cash and overlifts

   Haircuts applied to the market value of marketable assets held in the liquidity buffer

 

Liquidity risk driver

Retail and Corporate
Barclays specific stress

   Retail and Corporate deposit outflows as counterparties seek to diversify their deposit balances

Wholesale unsecured fundingFunding Risk

Intra-day Liquidity
Risk

  

¡   Zero rolloverLiquidity held against intraday requirements for the settlement of wholesale deposits, senior unsecured debtcash and conduit commercial papersecurities under a stress

¡     Prime brokerage: 100% withdrawal of non-segregated client excess (cash and independent amount)

 

Intra-Group
Liquidity Risk

Wholesale secured funding

  

¡   Zero rollover of trades secured on less-liquid collateral

¡     Rollover of trades secured on highly-liquid collateral, subject to haircut widening

Deposit outflow

¡     Substantial deposit outflows in PCB and Barclaycard as the Group is seen as greater credit risk than competitors

Funding concentration

¡     Additional outflows recognised against concentration of providers of wholesale secured financing

Intra-day liquidity

¡     Anticipated liquidity required toLiquidity support intra-day requirements at payment and settlement systems

Intra-group

¡     Anticipated liquidity required to supportfor material subsidiaries, based on stand-alone stress tests. Excesssubsidiaries. Surplus liquidity held within certain subsidiaries is not availabletaken as a benefit to the   wider Group

 

Cross-Currency
Liquidity Risk

Off-balance sheet

  

¡   Currency liquidity cash flows at contractual maturity for physically settled FX forwards and cross currency swaps

Off-balance Sheet

   Drawdown on committed facilities based on facility type,and counterparty type and counterparty creditworthiness

Liquidity Risk

   Collateral outflows due to a 2 notch credit rating downgrade

  

¡     Outflow of all collateral owed to counterparties but not yet called

¡     Collateral outflows contingent upon a multi-notch credit rating downgrade of Barclays Bank PLC

¡     Variation margin posting requirement on collateralised derivatives

¡   Increase in the Group’s initial margin requirement across all major exchangeexchanges

   Variation margin outflows from collateralised risk positions

   Outflow of collateral owing but not called

   Loss of internal sources of funding within the Prime Brokerage synthetics business

 

Franchise-Viability
Risk

Franchise viability

  

¡   Liquidity requiredheld in order to meet outflows that arenon-contractual in nature, but are necessary in order to support the Group’sfirm’s   ongoing franchise (for example, market-making activities)(e.g. debt buybacks)

 

Funding
Concentration Risk

Cross currency risk

  

¡   Net liquidity flows at maturity for FX forwards and cross currency swaps evaluated at current FX rateLiquidity held against largest wholesale funding counterparty refusing to roll

¡     Haircuts are applied to inflows on non-G10 FX markets to restrict reliance

Mitigating actions

¡     Monetisation of unencumbered assets that are of known liquidity value to the firm but held outside the liquidity pool (subject to haircut/valuation adjustment)

 

Liquidity regulation

The Group has reported its liquidity position against Individual Liquidity Guidance (ILG) provided by the PRA. The PRA defines both eligible liquidity pool assets and stress outflows against reported balances.

The Group also monitors its position against the CRD IV Delegated Act Liquidity Coverage Ratio (LCR) and the Basel III Net Stable Funding Ratio (NSFR).

The LCR is designed to promote short-term resilience of a bank’s liquidity risk profile by ensuring that it hasholding sufficient high quality liquid resourcesHigh Quality Liquid Assets to survive an acute stress scenario lasting for 30 days. The NSFR has a time horizon of at least six12 months and has been developed to promote a sustainable maturity structure of assets and liabilities.

In October 2014, the European Commission published a final Delegated Act for the LCR under the European CRD IV regime. The CRD IV requires phased compliance with the LCR standard frombecame effective on 1 October 2015, atwith a minimum ratio requirement in the UK of 60% increasing80% as at 31 December 2016; this increased to 90% on 1 January 2017 and then to 100% byon 1 January 2018. The methodology for estimatingAs of 31 December 2017, the Group reported a CRD IV LCR is based off the final published Delegated Act which becomes EU law in October 2015. The PRA released a consultation paper in November 2014 setting out the proposed new regime, requiring 80% compliance with the LCR standard from 1 October 2015.of 154% (2016: 131%).

In October 2014, the BCBS published a final standard for the NSFR with the minimum requirementrequirement. On 23 November 2016 the European Commission published draft amendments to the CRR including its proposed implementation of NSFR in the EU. This proposal made a number of changes from the Basel NSFR, particularly in the treatment of derivative and secured financing transactions. In October 2017, the BCBS agreed to allow national discretion for the NSFR’s treatment of derivative liabilities. Barclays continues to assess the impact of these changes on its NSFR ratio, and notes that NSFR is not proposed to be introduceda binding regulation in January 2018 atthe EU until two years after the European legislation is finalised. We remain above 100%. The methodology for calculating the NSFR is well ahead of implementation timelines, based on ana conservative interpretation of the Basel standards published in October 2014 and includes a number of assumptions which are subject to change prior to adoption by the European Commission through the CRD IV.rules.

Based on the CRD IV and Basel III standards respectively, as at 31 December 2014, the Group had a surplus to both of these metrics with an estimated CRD IV LCR of 124% (2013: 96%) and an estimated Basel III NSFR of 102% (2013: 94%).

162  |


Risk review

Risk performance

Funding risk – Liquidity

Comparing internalInternal and regulatory liquidity stress tests

The LRA short term stress scenarios the PRA ILG and the CRD IV LCR are all broadly comparable, short term stress scenarios in which the sense that adequacy of defined liquidity resources is assessed against contractual and contingentnet stressed outflows over a short term stress outflows.horizon. The PRA ILG and the CRD IV LCR stress tests provide an independent assessment of the Group’s liquidity risk profile.

 

Stress Test  Barclays short term LRAPRA ILG  CRD IV LCRBasel III NSFR

Time Horizon  30 - 90 days  3 months30 days6+ months

Calculation  Liquid assets to net cash outflows  Liquid assets to net cashLiquid assets to net cashStable funding resources
outflowsoutflowsoutflowsto stable funding
requirements

As at 31 December 2014,2017, the Group held eligible liquid assets well in excess of 100% of net stress requirementsoutflows for all threeboth the 30 day combined market and Barclays specific LRA scenariosscenario and the CRD IV LCR requirement.LCR.

 

 

Compliance with internal and regulatory stress tests

   

 

As at 31 December 2014

Barclays’ LRA
(one-month
Barclays-
specific
requirement)a
£bn
 

 Estimated 

CRD IV LCR 

£bn 

 

Total eligible liquidity pool

   149   153 

 

Asset inflows

   7   20 

Stress outflows

   

Retail and commercial deposit outflows

   (49 (71)

Wholesale funding

   (26 (17)

Net secured funding

   (12 (6)

Derivatives

   (7 (10)

Contractual credit rating downgrade exposure

   (13 (13)

Drawdowns of loan commitments

   (8 (26)

Intraday

   (12 – 

 

Total stress net cash flows

   (120 (123)

 

Surplus

   29   30 

 

Liquidity pool as a percentage of anticipated net cash flows

   124%   124%

 

As at 31 December 2013

   104%   96%

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    125

During 2014, the Group strengthened its liquidity position, building a larger surplus to its internal


Risk review

Risk performance

Treasury and regulatory requirements. This positions the Group well for potential rating changes as credit rating agencies assess sovereign support in Barclays Bank PLC credit ratings. Capital risk – Liquidity

Compliance with internal and regulatory stress tests          
As at 31 December 2017   

Barclays’

Short Term

LRA (30 day

combined

requirement)

£bn

 

 

 

 

a,b 

 

   

CRD IV LCR

£bn

b 

 

Eligible liquidity buffer   220    215 
Net stress outflows   (175   (140
Surplus   45    75 
Liquidity pool as a percentage of anticipated net outflows as at 31 December 2017   126%    154% 
Liquidity pool as a percentage of anticipated net outflows as at 31 December 2016   120%    131% 

Notes

aOf the three stress scenarios monitored as part of the short term LRA, the 30 day combined stress scenario results in the lowest ratio at 126% (2016: 144%). This compares to 139% (2016: 134%) under the 90 day market-wide scenario and 131% (2016: 120%) under the 30 day Barclays specific scenario.
b31 December 2016 reflects the Barclays specific scenario results of 120% being the lowest ratio of the three scenarios. LCR and LRA includes BAGL in 2016.

The Group plans to maintain its surplus to the internal and regulatory stress requirements at an efficient level, while considering risks to market funding conditions and its liquidity position. The continuous reassessment of these risks may lead to appropriate actions being taken with respect to sizing of the liquidity pool.

Note

aOf the three stress scenarios monitored as part of the LRA, the 30-day Barclays-specific scenario results in the lowest ratio at 124% (2013: 104%). This compares to 135% (2013: 127%) under the 90-day market-wide scenario, and 127% (2013: 112%) under the 30-day combined scenario.

|  163


Liquidity pool

The Group liquidity pool as at 31 December 20142017 was £149bn (2013: £127bn)£220bn (2016: £165bn). During 2014,2017, the month endmonth-end liquidity pool ranged from £134bn£165bn to £156bn (2013: £127bn£232bn (2016: £132bn to £157bn)£175bn), and the month endmonth-end average balance was £145bn (2013: £144bn)£202bn (2016: £153bn). The liquidity pool is held unencumbered and is not used to support payment or clearing requirements. Such requirements are treated as part of our regular business funding. The liquidity pool is intended to offset stress outflows, and comprises the following cash and unencumbered assets.

 

 

Composition of the Group liquidity pool as at 31 December 2014

 

     Liquidity pool of which CRD  
           

IV LCR eligibleb

    
   Liquidity pool   Liquidity pool
of which PRA
eligible
a
   Level 1   Level 2A   2013 
Liquidity 
   £bn   £bn   £bn   £bn   pool 

 

Cash and deposits with central banksc

   37     36     34     2    43 

Government bondsd

          

AAA rated

   73     72     73         52 

AA+ to AA- rated

   12     11     12         

Other government bonds

                      

 

Total government bonds

   85     83     85         62 

Other

          

Supranational bonds and multilateral development banks

   9     3     9         

Agencies and agency mortgage-backed securities

   11          5     5    10 

Covered bonds (rated AA- and above)

   3          3         

Other

   4                   

 

Total Other

   27     3     17     5    22 

 

Total as at 31 December 2014

   149     122     136     7    

Total as at 31 December 2013

   127     104     109     11    

 

 

The Group liquidity pool is well diversified by major currency and the Group monitors LRA stress scenarios for major currencies.

 

 

Liquidity pool by currency

 

 USD EUR GBP Other Total 
 £bn £bn £bn £bn £bn 

 

Liquidity pool as at 31 December 2014

   46     27     54     22    149 

Liquidity pool as at 31 December 2013

   31     32     38     26    127 

 

Composition of the Group liquidity pool as at 31 December 2017                         
         Liquidity pool of which CRD IV LCR  eligible   2016 
    

Liquidity
pool

£bn

   

Cash

£bn

   

Level 1

£bn

   

Level 2A

£bn

   

Liquidity
pool

£bn

 
Cash and deposits with central banksa   173    169            103 
Government bondsb          
AAA to AA-   31        29       
BBB+ to BBB-   2        2       
Other LCR Ineligible Government bonds   1                  
Total government bonds   34        31        39 
          
Other          
Government Guaranteed Issuers, PSEs and GSEs   6        5    2   
International Organisations and MDBs   4        4       
Covered bonds   2        2       
Other   1        1          
Total Other   13        12    2    23 
Total as at 31 December 2017   220    169    43    2   
Total as at 31 December 2016   165    101    55    3      

Notes

aOf which over 99% (2016: over 98%) was placed with the Bank of England, US Federal Reserve, European Central Bank, Bank of Japan and Swiss National Bank.
bOf which over 84% (2016: over 90%) are comprised of UK, US, Japanese, French, German, Danish, Swiss and Dutch securities.

The Group liquidity pool is well diversified by major currency and the Group monitors LRA stress scenarios for major currencies.

                                                                                          
Liquidity pool by currency                         
   USD   EUR   GBP   Other   Total 
    £bn   £bn   £bn   £bn   £bn 
Liquidity pool as at 31 December 2017   70    55    71    24    220 
Liquidity pool as at 31 December 2016   44    36    49    36    165 

Management of the Group liquidity pool

The composition of the Group liquidity pool is efficiently managed. The maintenance of the liquidity pool increases the Group’s costs as the interest expense paid on the liabilities used to fund the liquidity pool is greater than the interest income received on liquidity pool assets. This cost can be reduced by investing a greater portion of the Group liquidity pool in highly liquid assets other than cash and deposits with central banks. These assets primarily comprise highly rated government bonds, and their inclusion in the liquidity pool does not compromise the liquidity position of the Group.

The composition of the liquidity pool is subject to limits set by the Board Treasury Committee and the independent liquidity risk, credit risk and market risk functions. In addition, the investment of the liquidity pool is monitored for concentration risk by issuer, currency and asset type and country.type. Given the incremental returns generated by these highly liquid assets, the risk and reward profile is continuously managed.

The Group manages the liquidity pool on a centralised basis. As at 31 December 2014, 92%2017, 93% (2016: 91%) of the liquidity pool was located in Barclays Bank PLC (2013: 90%) and was available to meet liquidity needs across the Group. The residual liquidity pool is held predominantly within Barclays Capital Inc. (BCI)., a subsidiary of Barclays Bank PLC. The portion of the liquidity pool outside of Barclays Bank PLC is held against entity-specific stressed outflows and regulatory requirements. To the extent the use of this portion of the liquidity pool is restricted due to regulatory requirements, it is assumed to be unavailable to the rest of the Group.

Notes

a£122bn of the liquidity pool is PRA eligible as per BIPRU 12.7. In addition, there are £12bn of Level 2 assets available, as per PRA’s announcement in August 2013 that certain assets specified by PRA as Level 2 assets can be used on a transitional basis.
bThe LCR-eligible assets presented in this table represent only those assets which are also eligible for the Group liquidity pool and do not include any Level 2B assets as defined by CRD IV.
cOf which over 95% (2013: over 95%) was placed with the Bank of England, US Federal Reserve, European Central Bank, Bank of Japan and Swiss National Bank.
dOf which over 95% (2013: over 85%) are comprised of UK, US, Japanese, French, German, Danish, Swiss and Dutch securities.

 

164  |126    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk performance

Funding risk – Liquidity

    

    

 

Contingent liquidity

In addition to the Group liquidity pool, the Group has access to other unencumbered assets which provide a source of contingent liquidity. While these are not relied on in the Group’s LRA, a portion of these assets may be monetised in a stress to generate liquidity through use as collateral for secured funding or through outright sale.

In either a Barclays-specific, market-wide or market-widecombined liquidity stress, liquidity available via market sources could be severely disrupted. In circumstances where market liquidity is unavailable or available only at heavily discounted prices, the Group could generate liquidity via central bank facilities. The Group maintains a significant amount of collateralpre-positioned at central banks and available to raise funding.

For more detail on the Group’s other unencumbered assets see page 169.129.

Funding structure and funding relationships

The basis for sound liquidity risk management is a solid funding structure that reduces the probability of a liquidity stress leading to an inability to meet funding obligations as they fall due. The Group’s overall funding strategy is to develop a diversified funding base (both geographically(geographically, by type and by type)counterparty) and maintain access to a variety of alternative funding sources, to provide protection against unexpected fluctuations, while minimising the cost of funding.

Within this, the Group aims to align the sources and uses of funding. As such, retail and commercial customercorporate loans and advances are largely funded by customer deposits, with the surplus primarily funding the liquidity pool. Other assets, together with other loans and advances to customers and unencumbered assets are funded by long-term wholesale debt and equity.

The majority of reverse repurchase agreements are matched by repurchase agreements. The liquidity pool is predominantly funded through wholesale markets. These funding relationships are summarised below:

 

 

Funding relationships

         

 

 

Assetsa

2014

£bn

 

 

2013  

£bn  

 Liabilitiesa

2014

£bn

 

2013  

£bn  

 

 

   

 

 

Loans and advances

to customersb

      

Customer accountsb

   366       368    
   346     358      

< 1 Year wholesale funding

   75       82    

Group liquidity pool

   149     127      

> 1 Year wholesale funding

   96       103    

Other assets

   153     170      

Equity and other liabilities

   112       106    

Reverse repurchase agreements and other similar secured lendingc

   271     340      

Repurchase agreements and other similar secured borrowingc

   271       340    
            

Derivative financial instruments

   439     349      

Derivative financial instruments

   438       345    

 

   

 

 

Total assets

   1,358     1,344      

Total liabilities and equity

   1,358       1,344    

 

   

 

 
            

 

 

Deposit funding (including BAGL) (audited)

        

 

 
 2014 2013   

 

 

Funding of loans and advances to customers

Loans and
advances to
customers
 Customer
deposits
 Loan to
deposit ratio
 Loan to  
deposit ratio  
 

As at 31 December 2014

£bn £bn % %   

 

 

Personal and Corporate Banking

   217     299      

Barclaycard

   37     7      

Africa Banking

   35     35      

Non-Core retail

   20     8      

 

 

Total retail funding

   309     349     89     91    

 

 

Investment Bank, Non-Core wholesale and Other

   119     79      

 

 

Total

   428     428     100     101    

 

 

Notes

aBAGL Group balances other than customer loansDerivative liabilities and advances of £35bn and customer deposits of £35bn are included in other assets and liabilities.
bExcluding cash collateral and settlement balances.
cComprised of reverse repurchase agreements that provide financing to customers collateralised by liquid securities on a short-term basis or are used to settle short-term inventory positions; repo financing of trading portfolio assets and matched cash collateral and settlement balances.

|  165


PCB, Barclaycard, Non-Core (retail) and Africa Banking activities are largely funded with customer deposits. As at 31 December 2014, the loan to deposit ratio for these businesses was 89% (2013: 91%). The Group loan to deposit ratio as at 31 December 2014 was 100% (2013: 101%).

The excess of the Investment Bank’s loans and advances over customer deposits is funded with long-term debt and equity. The Investment Bank does not rely on customer deposit funding from PCB.

As at 31 December 2014, £128bn (2013: £122bn) of total customer deposits were insured through the UK Financial Services Compensation Scheme (FSCS) and other similar schemes. In addition to these customer deposits, there were £4bn (2013: £3bn) of other liabilities insured by governments.

Although, contractually, current accounts are repayable on demand and savings accounts at short notice, the Group’s broad base of customers – numerically and by depositor type – helps protect against unexpected fluctuations in balances. Such accounts form a stable funding base for the Group’s operations and liquidity needs. The Group models the behaviour of both assets and liabilities to assess balance sheet funding gaps. The behavioural modelling approach reflects the forward-looking macroeconomic outlook and captures customer roll-over and optionality behaviour within a given asset or liability product. These behavioural maturities are used to determine funds transfer pricing interest rates at which businesses are rewarded and charged for sources and uses of funds.

 

 

Behavioural Maturity Profile (including BAGL)

            

 

 
        Behavioural maturity profile cash outflow/(inflow) 
 

 

 

 

As at 31 December 2014

  Loans and
advances to
customers
£bn
 Customer
deposits
£bn
Customer
funding
surplus/
(deficit)
£bn
 

      Not more
than one year

£bn

 Over one
year but
not more
than five
years £bn
 More than
five years
£bn
 Total  
£bn  
 

 

 

Personal and Corporate Banking

    217   299  82    19    3    60    82    

Barclaycard

    37   7  (30  (10  (10  (10  (30)   

Africa Banking

    35   35      2    (2      –    

Non-Core (Retail)

    20   8  (12      (2  (10  (12)   

 

 

Total

    309   349  40    11    (11  40    40    

 

 

As at 31 December 2013

         

Personal and Corporate Banking

    213   296  83    28    (10  65    83    

Barclaycard

    32   5  (27  (8  (8  (11  (27)   

Africa Banking

    31   28  (3  (1  (2      (3)   

Non-Core (Retail)

    42   17  (25  1    (9  (17  (25)   

 

 

Total

    318   346  28    20    (29  37    28    

 

 
Each product has an associated behavioural profile, used in funds transfer pricing. These behavioural profiles represent our forward-looking expectation of the run-off profile of the given product based upon historical experience, current customer composition, and macroeconomic projections. The relatively low cash outflow within one year demonstrates that customer funding remains broadly matched from a behavioural perspective.     
Wholesale funding  

Wholesale funding relationships are summarised below:

 

  

 

 

Assets

        2014
£bn
 

2013

£bn

   Liabilities 

2014

£bn

 

2013  

£bn  

 

 

  

 

 

Trading portfolio assets

   37    63   

Repurchase agreements

  

  124    196    

Reverse repurchase agreements

   87    133     

Reverse repurchase agreements  

   45    53   

Trading portfolio liabilities

  

  45    53    

Derivative financial instruments

   440    350   

Derivative financial instruments

  

  439    347    

Liquidity pool

   109    96   

Less than 1 year wholesale debt

  

  75    82    

Other assetsa

   122    146   

Greater than 1 year wholesale debt and equity

   

  157    164    

 

  

 

 

Repurchase agreements fund reverse repurchase agreements and trading portfolio assets. Trading portfolio liabilities are settled by the remainder of reverse repurchase agreements (see Note 19 Offsetting financial assets and financial liabilities for further detail on netting).

Derivative assets and liabilities are largely matched. A substantial proportion of balance sheet derivative positions qualify for counterparty netting and the remaining portions are largely offset once netted against cash collateral received and paid.

Wholesale debt, along with the surplus of customer deposits to loans and advances to customers, is used to fund the liquidity pool. Term wholesale debt and equity largely fund other assets.These funding relationships are summarised below:

Note

Assets

  

2017

£bn

   

2016

£bn

       

Liabilities

  

2017

£bn

   

2016

£bn

 
Loans and advances to customersa   313    326     Customer accountsa   387    374 
Group liquidity pool   220    165     < 1 Year wholesale funding   57    70 
        > 1 Year wholesale funding   100    88 
Other assetsb   89    185     Equity and other liabilities   78    151 
Reverse repurchase agreements, trading portfolio assets, cash collateral and settlement balancesc   273    190     Repurchase agreements, trading portfolio liabilities, cash collateral and settlement balances   273    190 
Derivative financial instruments   238    347     Derivative financial instruments   238    340 
Total assets   1,133    1,213     Total liabilities   1,133    1,213 

Deposit funding (audited)                    
        2017        2016 

Funding of loans and advances to customers

As at 31 December 2017

  Loans and
advances to
customers
£bn
   Customer
deposits
£bn
   

Loan to
deposit ratio

%

   

Loan to
deposit ratio

%

 
Barclays UK   184    193     
Barclays International   101    162           
Total retail and corporate fundingd   285    355    80%    89% 
Barclays International and Head Office   81    74           
Total Barclays Group   366    429    85%    93% 

Notes

aPredominantly available for sale investments,Excludes cash collateral and settlement balances.
bOther assets include trading portfolio assets financial assets designated at fair value andthat are not part of repurchase agreements, loans and advances to banks funded by greaterand other asset categories.
cIncludes reverse repurchase agreements and other similar secured lending and trading portfolio assets that are part of repurchase agreements.
dExcludes investment banking balances other than one-year wholesale debt and equity.interest earning lending. Comparatives have been restated to include interest earning lending balances within the investment banking business.

As at 31 December 2017, £153bn (2016: £139bn) of total customer deposits were insured through the UK Financial Services Compensation Scheme (FSCS) and other similar schemes. In addition to these customer deposits £4bn (2016: £4bn) of other liabilities are insured by governments.

 

166  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    127



Risk review

Risk performance

FundingTreasury and Capital risk – Liquidity

    

 

Although contractually current accounts are repayable on demand and savings accounts at short notice, the Group’s broad base of customers, numerically and by depositor type, helps protect against unexpected fluctuations in balances. Such accounts form a stable funding base for the Group’s operations and liquidity needs. The Group assesses the behavioural maturity of both customer assets and liabilities to identify structural balance sheet funding gaps. Customer behaviour is determined by quantitative modelling combined with qualitative assessment taking into account historical experience, current customer composition, and macroeconomic projections. These behavioural profiles represent our forward looking expectation of therun-off profile.

Behavioural maturity profile                           
                  

Behavioural maturity profile

cash outflow/(inflow)

 
    Loans and
advances to
customers
£bn
   Customer
deposits
£bn
   Customer
funding
surplus/
(deficit)
£bn
  

Not more
than one
year

£bn

  

Over one
year but
not more
than five
years

£bn

  

More than

five years
£bn

 
As at 31 December 2017         
Barclays UK   184    193    9   1   (19  27 
Barclays Internationala   101    162    61   6   19   36 
Total   285    355    70   7   -   63 
As at 31 December 2016         
Barclays UK   166    189    23   (2  (19  44 
Barclays Internationala   118    152    34   (6  7   33 
BarclaysNon-Core   19        (19  (1  (6  (12
Total   303    341    38   (9  (18  65 

Note

a
Excludes investment banking balances other than interest earning lending. Comparatives have been restated to include interest earning lending balances within the investment banking business.

Composition of wholesaleWholesale fundinga

The Group maintains access to a variety of sources of wholesale funds in major currencies, including those available from term investors across a numbervariety of distribution channels and geographies, money markets, and repo markets. The Group has direct access to US, European and Asian capital markets through its global investment banking operations and long-term investors through its clients worldwide, and is an active participant in money markets. As a result, wholesale funding is well diversified by product, maturity, geography and major currency.

As at 31 December 2014,2017, the Group’s total wholesale funding outstanding (excluding repurchase agreements) was £171bn (2013: £186bn). £75bn (2013: £82bn) of wholesale funding matures in less than one year,£157.4bn (2016: £157.8bn), of which £22bn (2013: £23bn)a relates to term funding. £96bn (2013: £104bn) of wholesale funding had a residual maturity of over one year.

As at 31 December 2014, outstanding wholesale funding comprised £33bn (2013: £35bn) of£20.4bn (2016: £25.8bn) was secured funding and £138bn (2013: £151bn) of£137.0bn (2016: £132.0bn) unsecured funding.

In preparation for a Single Point of Entry resolution model, the Group has started to issue debt capital and term senior unsecured funding out of Barclays PLC, the holding company. The Group expects to refinance most debt capital and term senior unsecured debt out of Barclays PLC over time.

 

 

Maturity profile of wholesale fundingb

 

 

 
 Not more
than one
month
£bn
 Over one
month but
not more
than three
months
£bn
 Over three
months
but not
more than
six months
£bn
 Over six
months
but not
more than
nine
months
£bn
 Over nine
months
but not
more than
one year
£bn
 Sub-total
less than
one year
£bn
 Over one
year but
not more
than two
years
£bn
 Over two
years but
not more
than five
years
£bn
 More than
five years
£bn
 Total  
£bn  
 

 

 

Barclays PLC

          

Senior unsecured (Public benchmark)

                              1.3    0.8    2.1    

Subordinated liabilities

                                  0.8    0.8    

 

 

Barclays Bank PLC

          

 

 

Deposits from banks

  9.2    5.7    0.9    0.5    0.3    16.6    0.2    0.1    0.2    17.1    

Certificates of deposit and commercial paper

  0.8    5.6    7.8    6.0    4.0    24.2    0.6    2.0    0.6    27.4    

Asset backed commercial paper

  1.0    4.4    0.2            5.6                5.6    

Senior unsecured (Public benchmark)

      2.0    0.7    1.1        3.8    2.7    7.9    5.1    19.5    

Senior unsecured (Privately placed)c

  0.6    1.8    3.3    3.8    2.0    11.5    7.2    13.3    12.6    44.6    

Covered bonds/ABS

  2.7    2.0    0.7    1.6    0.2    7.2    2.2    7.5    6.0    22.9    

Subordinated liabilities

      0.1                0.1        2.9    16.7    19.7    

Otherd

  2.5    1.6    0.8    0.5    1.0    6.4    1.1    1.6    2.6    11.7    

 

 

Total as at 31 December 2014

  16.8    23.2    14.4    13.5    7.5    75.4    14.0    36.6    45.4    171.4    

 

 

Of which secured

  5.3    7.8    1.7    1.9    0.3    17.0    2.7    7.6    6.0    33.3    

Of which unsecured

  11.5    15.4    12.7    11.6    7.2    58.4    11.3    29.0    39.4    138.1    

 

 

Total as at 31 December 2013

  20.3    24.0    15.5    15.9    6.3    82.0    27.1    33.8    42.6    185.5    

 

 

Of which secured

  4.6    3.7    1.4    3.5    0.7    13.9    7.3    6.5    7.2    34.9    

Of which unsecured

  15.7    20.3    14.1    12.4    5.6    68.1    19.8    27.3    35.4    150.6    

 

 

Outstanding wholesale Unsecured funding includes £45bn (2013: £50bn)£44.8bn (2016: £37.6bn) of privately placed senior unsecured notes in issue. These notes are issued through a variety of distribution channels including intermediaries and private banks.

During the year, the Group issued £11.5bn equivalent of capital and senior unsecured debt from Barclays PLC (the Parent company), of which £6.1bn was in public senior unsecured debt and £5.4bn in capital instruments. In the same period, £6.1bn of Barclays Bank PLC capital and senior public term instruments either matured or were redeemed, including the $1.375bn 7.1% Series 3 USD preference shares.

As at 31 December 2017 wholesale funding of £57.2bn (2016: £70.3bn) matures in less than one year, of which £13.8bnb (2016: £21.5bn) relates to term funding. Although not a requirement, the liquidity pool exceeded the wholesale funding maturing in less than one year by £74bn (2013: £45bn)£163bn (2016: £95bn).

The average maturity ofGroup expects to continue issuing public wholesale debt in 2018 from Barclays PLC (the Parent company), in order to maintain compliance with indicative MREL requirements and maintain a stable and diverse funding net of the liquidity pool was at least 105 months (2013: 69 months).base by type, currency and market.

128    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Maturity profile of wholesale fundingb                                                       
   <1
month
   1-3
   months
   3-6
   months
   6-12
   months
   <1
   year
   1-2
   years
   2-3
   years
   3-4
   years
   4-5
   years
   >5
   years
      Total 
    £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn 
Barclays PLC                      
Senior unsecured (Public benchmark)       0.7        0.1    0.8    1.5    1.0    4.2    4.0    9.6    21.1 
Senior unsecured (Privately placed)               0.1    0.1            0.2        0.5    0.8 
Subordinated liabilities                           1.1            5.4    6.5 
Barclays Bank PLC (including subsidiaries)                                                       
Deposits from banks   5.4    4.7    0.7    0.6    11.4    0.1    0.1    0.3            11.9 
Certificates of deposit and commercial paper   2.4    8.1    7.1    7.0    24.6    1.2    0.8    0.6    0.4    0.1    27.7 
Asset backed commercial paper   1.9    4.1    0.4        6.4                        6.4 
Senior unsecured (Public benchmark)                       2.5    0.6    0.6        1.1    4.8 
Senior unsecured (Privately placed)c   0.5    0.9    3.6    2.9    7.9    9.9    6.7    1.8    3.1    14.6    44.0 
Covered bonds       1.0            1.0    1.8    1.0    1.0    2.4    1.3    8.5 
Asset backed securities           0.6    0.2    0.8    1.7    1.0        0.1    1.8    5.4 
Subordinated liabilities   2.3    0.1    0.8        3.2    0.1    0.8    5.2    3.5    4.5    17.3 
Otherd   0.5        0.1    0.4    1.0    0.2    0.2    0.3        1.3    3.0 
Total as at 31 December 2017   13.0    19.6    13.3    11.3    57.2    19.0    13.3    14.2    13.5    40.2    157.4 
Of which secured   1.9    5.1    1.1    0.2    8.3    3.5    2.0    1.0    2.5    3.1    20.4 
Of which unsecured   11.1    14.5    12.2    11.1    48.9    15.5    11.3    13.2    11.0    37.1    137.0 
Total as at 31 December 2016   16.6    17.3    16.4    20.0    70.3    14.3    14.4    8.6    14.1    36.1    157.8 
Of which secured   3.7    5.6    3.4    2.3    15.0    1.8    3.2    0.4    1.0    4.4    25.8 
Of which unsecured   12.9    11.7    13.0    17.7    55.3    12.5    11.2    8.2    13.1    31.7    132.0 

Notes

aTerm funding maturities comprise public benchmark and privately placed senior unsecured notes, covered bonds/asset-backed securities (ABS) and subordinated debt where the original maturity of the instrument was more than one year.
bThe composition of wholesale funds comprises the balance sheet reported deposits from banks, financial liabilities at fair value, debt securities in issue and subordinated liabilities, excluding cash collateral and settlement balances.balances and collateral swaps. It does not include collateral swaps, including participation in the Bank of England’s Funding for Lending Scheme. Includedcentral bank facilities reported within deposits from banks are £1bn of liabilities drawn in the European Central Bank’s 3 year LTRO.repurchase agreements and other similar secured borrowing.
bTerm funding comprises public benchmark and privately placed senior unsecured notes, covered bonds, asset-backed securities (ABS) and subordinated debt where the original maturity of the instrument was more than 1 year.
cIncludes structured notes of £35bn, £9bn£33.4bn, £7.2bn of which maturematures within one1 year.
dPrimarily comprised of fair value deposits (£5bn) and secured financing of physical gold (£5bn).£1.7bn.

|  167


Currency composition of wholesale debt

As at 31 December 2014,2017, the proportion of wholesale funding by major currencies was as follows:

 

 

Currency composition of wholesale funding

                            

 
USD
%
 EUR
%
 GBP
%
 Other  
%  
 

   

        USD

%

   

        EUR

%

   

        GBP

%

   

        Other

%

 

Deposits from banks

   20     28     46     6       48    21    27    4 

Certificates of deposits and commercial paper

   45     44     10     1       50    40    9    1 

Asset backed commercial paper

   89     8     3     –       85    10    5     

Senior unsecured

   39     30     12     19    
Senior unsecured (public benchmark)   59    23    12    6 
Senior unsecured (Privately placed)   46    28    10    16 

Covered bonds/ABS

   26     47     27     –       30    42    28     

Subordinated liabilities

   40     19     41     –       40    30    29    1 

 

Total as at 31 December 2014

   35     32     25     8    

 

Total as at 31 December 2013

   35     36     19     10    

 
Total as at 31 December 2017   50    28    10    12 
Total as at 31 December 2016   48    32    16    4 

To manage cross-currency refinancing risk, the Group manages to foreign exchange cash flow limits, which limit risk at specific maturities. Across wholesale funding, the composition of wholesale funding is materially unchanged.

Term financing

The Group issued £15bn (2013: £1bn) of term funding net of early redemptions during 2014. In addition, the Group raised £6bn through participation in the Bank of England’s Funding for Lending Scheme. The Group has £23bn of term debt maturing in 2015 and £13bn maturing in 2016a.

The Group expects to continue issuing public wholesale debt in 2015, in order to maintain a stable and diverse funding base by type, currency and distribution channel.

Encumbrance

Asset encumbrance arises from collateral pledged against secured funding and other collateralised obligations. Barclays funds a portion of trading portfolio assets and other securities via repurchase agreements and other similar borrowing, and pledges a portion of customer loans and advances as collateral in securitisation, covered bond and other similar secured structures. Barclays monitors the mix of secured and unsecured funding sources within the Group’s funding plan and seeks to efficiently utilise available collateral to raise secured funding and meet other collateralised obligations.collateral requirements.

As at 31 December 2014, £208bn (2013: £202bn) of the Group’s assets were encumbered, which primarily related to firm financing of trading portfolio assets and other securities, cash collateral and secured funding against loans and advances to customers. Encumbered assets have been identified in a manner consistentdefined consistently with the Group’s reporting requirements under European Capital Requirements Regulation (CRR).Article 100 of the CRR. Securities and commodities assets are considered encumbered when they have been pledged or used to secure, collateralise or credit enhance a transaction which impacts their transferability and free use. The 2013 balances have been revised to alignThis includes external repurchase or other similar agreements with the CRR reporting.market counterparts.

In addition, £313bn (2013: £356bn)Excluding assets positioned at central banks, as at 31 December 2017, £193bn (2016: £168bn) of the total £396bn (2013: £428bn)Group’s assets were encumbered, primarily due to cash collateral posted, firm financing of trading portfolio assets and other securities accepted asand funding secured against loans and advances to customers.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    129


Risk review

Risk performance

Treasury and Capital risk – Liquidity

Assets may also be encumbered under secured funding arrangements with central banks. In advance of such encumbrance, assets are often positioned with central banks to facilitate efficient future draw down. £70bn (2016: £63bn) ofon-balance sheet assets were positioned at the central banks, consisting of encumbered assets and collateralpre-positioned and held off-balance sheet, were on-pledged, the significant majorityavailable for use in secured financing transactions.

£342bn (2016: £277bn) of which related to matched-book activity where reverse repurchase agreementson and off balance sheet stock borrows are matched by repurchase agreements and off balance sheet stock loans entered into to facilitate client activity. The remainder primarily relates to reverse repurchases used to settle trading portfolio liabilities, stock lending or other similar secured borrowing as well as collateral posted against derivatives margin requirements.

Asassets not positioned at 31 December 2014, £333bn (2013: £331bn) of assetsthe central bank were identified as readily available. These consist of on and off-balance sheet assets that have not been identified as encumbered and areavailable for use in transferable form. Theysecured financing transactions. Additionally, they include cash and securities held in the Group liquidity pool as well as additional unencumbered assets which provide a source of contingent liquidity. While these additional assets are not relied upon to meetin the Group’s liquidity stress testing requirements,LRA, a portion of these assets may be monetised in a stress to generate liquidity through use as collateral for secured funding or through outright sale. Loans and advances to customers are only classified as readily available if they are already in a form, such that, they can be used to raise funding without further management actions. This includes excess collateral already in secured funding vehicles and collateral pre-positionedvehicles.

£198bn (2016: £231bn) of assets not positioned at the central banks and available for use in secured financing transactions.

As at 31 December 2014, £212bn (2013: £217bn) of assetsbank were identified as available as collateral. These assets are not subject to any restrictions on their ability to secure funding, to be offered as collateral, or to be sold to reduce potential future funding requirements, but are not immediately available in the normal course of business in their current form. They primarily consist of loans and advances a proportion of which would be suitable for use in secured funding structures but are conservatively classified as not readily available because they are not currently in transferable form.

Not available as collateral consistconsists of assets that cannot be pledged or used as security for funding due to restrictions that prevent their pledge or use as security for funding in the normal course of business.

Derivatives and reverse repurchase agreementrepo assets relate specifically to derivatives, reverse repurchase agreements derivatives and other similar secured lending. These are shown separately as theseon-balance sheet assets cannot be pledged. However, these assets can give rise to the receipt ofnon-cash assets which are not recognised on theheld off balance sheet, butand can be used to raise secured funding or meet additional funding requirements.

NoteIn addition, £548bn (2016: £406bn) of the total £608bn (2016: £466bn) securities accepted as collateral, and heldoff-balance sheet, wereon-pledged, the significant majority of which related to matched-book activity where reverse repurchase agreements are matched by repurchase agreements entered into to facilitate client activity. The remainder relates primarily to reverse repurchase agreements used to settle trading portfolio liabilities as well as collateral posted against derivatives margin requirements.

aIncludes £1bn of bilateral secured funding in 2015 and £1bn in 2016.

 

Asset encumbrance                                                         
         Assets encumbered as a result of  transactions
with counterparties other than central banks
     

Other assets (comprising assets encumbered at the central bank

and unencumbered assets)

 
                             Assets  Assets not positioned at the central  bank      

On-balance sheet

As at 31 December 2017

   
Assets
£bn
 
 
   

As a result

of covered

bonds

£bn

 

 

 

 

   


As a

result of

securitis-

ations
£bn

 

 

 

 
 

   
Other
£bn
 
 
   
Total
£bn
 
 
     


positioned
at the
central
banks

£bn

 
 
 
b 

 

  


Readily
available
assets
£bn
 
 
 
 
   


Available
as
collateral
£bn
 
 
 
 
   




Not

available
as
collateral
£bn

 

 
 
 
 

   

Derivatives

and

Reverse

repos

£bn

 

 

 

 

 

   
Total
£bn
 
 
Cash and balances at central banks   171.1                        171.1                171.1 
Trading portfolio assets   113.8            73.9    73.9        39.9                39.9 
Financial assets at fair value   116.3            4.8    4.8        1.5    10.0        100.0    111.5 
Derivative financial instruments   237.7                                    237.7    237.7 
Loans and advances – banksa   11.1                        3.2    7.0    0.9        11.1 
Loans and advances – customersa   312.9    11.2    18.4    13.0    42.6     70.0   20.9    179.4            270.3 
Cash collateral   58.6            56.4    56.4        2.2                2.2 
Settlement balances   18.6                                18.6        18.6 
Financial investments   58.9            15.5    15.5        43.0    0.4            43.4 
Reverse repurchase agreements   12.5                                    12.5    12.5 
Non current assets held for sale   1.2                            1.2            1.2 
Other financial assets   20.5                                 20.5        20.5 
Totalon-balance sheet   1,133.2    11.2    18.4    163.6    193.2      70.0   281.8    198.0    40.0    350.2    940.0 

Off-balance sheet                         
    Collateral
received
£bn
   Collateral
received
of which
on-
pledged
£bn
   Readily
available
assets
£bn
   Available
as
collateral
£bn
   Not
available
as
collateral
£bn
 
Fair value of securities accepted as collateral   608.4    547.6    60.1        0.7 
Total unencumbered collateral           341.9    198.0    40.7 

Notes

a Excluding cash collateral and settlement balances.

b Includes both encumbered and unencumbered assets. Assets within this category that have been encumbered are disclosed as assets pledged in Note 40 to the financial statements page266.

 

168  |130    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk performance

Funding risk – Liquidity

    

    

    

 

 

Asset encumbrance

  

 

 
   Encumbered
assets
 Unencumbered assets Unencumbered – cannot be
pledged as collateral
 
  

 

 

 

On-balance sheet

As at 31 December 2014

Assetsa
£bn
 Assets
pledged
as collateral
£bn
 Readily
available
assets
£bn
 Available as
collateral
£bn
 Not
available as
collateral
£bn
 

Derivatives  
and reverse  
repurchase  
agreements  

£bn  

 

 

 

Cash and balances at central banks

  37.8        37.8            –    

Trading portfolio assets

  111.9    50.7    61.2            –    

Financial assets at fair value

  34.2    2.3    3.5    20.7    2.5    5.2    

Derivative financial instruments

  438.6                    438.6    

Loans and advances – banksb

  19.5        8.6    9.2    1.7    –    

Loans and advances – customersb

  311.1    67.3    71.4    172.4        –    

Cash collateral and settlement balances

  103.4    72.6            30.8    –    

Available for sale financial investments

  82.0    9.3    70.0    0.5    2.2    –    

Reverse repurchase agreements

  131.7                    131.7    

Non current assets held for sale

  15.6    6.0    0.2    8.9    0.5    –    

Other assets

  18.8                18.8    –    

 

 

Total on-balance sheet

  1,304.6    208.2    252.7    211.7    56.5    575.5    

 

 

 

 

Off-balance sheet

  

 

 
     Unencumbered assets 

Unencumbered – cannot be

pledged as collateral

 
   

 

 

 
 Collateral
received
£bn
 Collateral
received
of which
on-pledged
£bn
 Readily
available
assets
£bn
 Available as
collateral
£bn
 

Not

available

as collateral

£bn

   

 

 

Fair value of securities accepted as collateral

  395.7    313.0    79.9        2.8   

 

 

Total unencumbered collateral

    332.6    211.7    59.3   

 

 

Notes

aThe amounts included in the table are for the Group excluding BAGL. The assets relating to BAGL amount to £55.4bn (2013: £53bn), of which nil are encumbered assets (2013: nil). Securities received as collateral by BAGL of £0.7bn have also been excluded (2013: £0.7bn).
bExcluding cash collateral and settlement balances.

|  169


 

 

Asset encumbrance

            

 

 
   

Encumbered

assets

 Unencumbered assets Unencumbered – cannot be
pledged as collateral
 
  

 

 

 

On-balance sheet

As at 31 December 2013

Assetsa
£bn
 Assets
pledged
as collateral
£bn
 Readily
available
assets
£bn
 Available as
collateral
£bn
 Not available
as collateral
£bn
 

Derivatives  
and reverse  
repurchase  
agreements  

£bn  

 

 

 

Cash and balances at central banks

  43.8        43.8            –    

Trading portfolio assets

  130.6    69.9    60.7            –    

Financial assets at fair value

  36.6    0.6    8.8    21.0    0.9    5.3    

Derivative financial instruments

  348.7                    348.7    

Loans and advances – banksb

  16.6        5.6    4.0    7.0    –    

Loans and advances – customersb

  324.7    66.8    66.1    191.8        –    

Cash collateral and settlement balances

  96.7    56.0            40.7    –    

Available for sale financial investments

  86.8    9.1    73.9    0.5    3.3    –    

Reverse repurchase agreements

  186.8                    186.8    

Other financial assets

  20.2                20.2    –    

 

 

Total on-balance sheet

  1,291.5    202.4    258.9    217.3    72.1    540.8    

 

 
      

 

 

Off-balance sheet

            

 

 
     Unencumbered assets Unencumbered – cannot be
pledged as collateral
 
   

 

 

 
 Collateral
received
£bn
 

Collateral
received

of which

on-pledged
£bn

 Readily
available
assets
£bn
 Available as
collateral
£bn
 Not available
as collateral
£bn
   

 

 

Fair value of securities accepted as collateral

  428.3    356.0    72.3        1.5   

 

 

Total unencumbered collateral

    331.2    217.3    73.6   

 

 

Notes

aThe amounts included in the table are for the Group excluding BAGL. The assets relating to BAGL amount to £55.4bn (2013: £53bn), of which nil are encumbered assets (2013: nil). Securities received as collateral by BAGL of £0.7bn have also been excluded (2013: £0.7bn).
bExcluding cash collateral and settlement balances.

170  |


Risk review

Risk performance

Funding risk – Liquidity

 

 

Asset encumbrance                                                         
       Assets encumbered as a result of transactions
with counterparties other than central banks
     

Other assets (comprising assets encumbered at the central bank

and unencumbered assets)

 
             Assets  Assets not positioned at the central bank     

On-balance sheet

As at 31 December 2016

   
Assets
£bn
 
 
   


As a result
of covered
bonds

£bn

 
 
 

 

   



As a
result of
securitis-
ations
£bn
 
 
 
 
 
   
Other
£bn
 
 
   
Total
£bn
 
 
     

positioned

at the

central

banks

£bn

 

 

 

b 

 

  


Readily
available
assets
£bn
 
 
 
 
   

Available

as

collateral

£bn

 

 

 

 

   

Not
Available

as

collateral

£bn

 
 

 

 

 

   


Derivatives
and
Reverse

repos

£bn

 
 
 

 

 

   
Total
£bn
 
 
Cash and balances at central banks   102.4                        102.4                102.4 
Trading portfolio assets   80.2            51.2    51.2        29.0                29.0 
Financial assets at fair value   78.6            3.2    3.2        1.5    10.7        63.2    75.4 
Derivative financial instruments   346.6                                    346.6    346.6 
Loans and advances – banksa   20.2                        10.1    9.0    1.1        20.2 
Loans and advances – customersa   325.7    16.5    6.2    8.0    30.7     63.0   23.8    208.2            295.0 
Cash collateral   68.8            68.8    68.8                         
Settlement balances   21.3                                21.3        21.3 
Financial investments   63.3            13.6    13.6        49.3    0.4            49.7 
Reverse repurchase agreements   13.5                                    13.5    13.5 
Non current assets held for sale   6.4                        1.2    3.1    2.1        6.4 
Other financial assets   21.0                                 21.0        21.0 
Totalon-balance sheet   1,148.0    16.5    6.2    144.8    167.5      63.0   217.3    231.4    45.5    423.3    980.5 

 

Off-balance sheet                         
    Collateral
received
£bn
   Collateral
received
of which
on-
pledged
£bn
   Readily
available
assets
£bn
   Available
as
collateral
£bn
   Not
available
as
collateral
£bn
 
Fair value of securities accepted as collateral   466.2    405.5    59.7        1.0 
Total unencumbered collateral           277.0    231.4    46.5 

Notes

a Excluding cash collateral and settlement balances.

b Includes both encumbered and unencumbered assets. Assets within this category that have been encumbered are disclosed as assets pledged in Note 40 to the financial statements page266.

Repurchase agreements and reverse repurchase agreements

The GroupBarclays enters into repurchase and other similar secured borrowing agreements to finance its trading portfolio assets. The majority of reverse repurchase agreements are matched by offsetting repurchase agreements entered into to facilitate client activity. The remainder are used to settle trading portfolio liabilities.

Due to the high quality of collateral provided against secured financing transactions, the liquidity risk associated with this activity is significantly lower than unsecured financing transactions. Nonetheless, the GroupBarclays manages to gross and net secured mismatch limits to limit refinancing risk under a severe stress scenario and a portion of the Group’s liquidity pool is held against stress outflows on these positions. The Group secured mismatch limits are calibrated based on market capacity, liquidity characteristics of the collateral and risk appetite of the Group.

The cash value of repurchase and reverse repurchase transactions will typically differ from the market value of the collateral against which these transactions are secured by an amount referred to as a haircut (or over-collateralisation)overcollateralisation). Typical haircut levels vary depending on the quality of the collateral that underlies these transactions. For transactions secured against highlyextremely liquid fixed income collateral,a, lenders demand relatively small haircuts (typically ranging from0-2%). For transactions secured against less liquid collateral, haircuts vary by asset class (typically ranging from5-10% for corporate bonds and other less liquid collateral).

As at 31 December 2014,2017, the significant majority of repurchase activity related to matched-book activity. The Group may face refinancing risk on the net maturity mismatch for matched-book activity. 66% (2013: 76%) of matched-book activity

Net matched-book activitya,b,c             
Negative number represents net repurchase agreement (net liability)  Less than
one month
£bn
  One month
to three
months
£bn
  Over three
months
£bn
 
As at 31 December 2017    
Extremely liquid Fixed Incomed   (36.4  18.1   16.1 
Liquid Fixed Income   (0.9  1.5   (1.4
Equities   9.7   (5.6  (8.8
Less liquid Fixed Income   1.7   (0.7  (2.2
Total   (25.9  13.3   3.7 
As at 31 December 2016    
Extremely liquid Fixed Income   (21.8  11.6   10.7 
Liquid Fixed Income   (0.4  0.8   (0.7
Equities   6.1   (0.5  (9.6
Less liquid Fixed Income   0.6   (0.2  (1.3
Total   (15.5  11.7   (0.9

Notes

a Includes collateral swaps.

b Includes financing positions for prime brokerage clients which are reported as customer payables or receivables on balance sheet.

c Values are reported on a cash value basis.

d Extremely liquid fixed income is againstdefined as very highly rated sovereigns and agencies, typically rated AA+ or better. It excludes liquid collateral. Wherefixed income, equities and other less liquid collateral is used, net repurchase refinancing requirements are managed to longer tenors.collateral.

 

 

 

Net matched-book activitya,b

      

 

 

Negative number represents net repurchase agreement (net liability)

As at 31 December 2014

Less than 
one month 
£bn 
 One month 
to three 
months 
£bn 
 Over three 
months 
£bn 
 

 

 

Highly liquid

   (8.9)     6.3      2.6   

Less liquid

   10.0      (2.2)     (7.8)  

 

 

Total

   1.1      4.1      (5.2)  

 

 

 

As at 31 December 2013

      

Highly liquid

   (8.9)     2.3      6.6   

Less liquid

   4.3      (0.1)     (4.2)  

 

 

Total

   (4.6)     2.2      2.4   

 

 
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    131


Risk review

Risk performance

Treasury and Capital risk – Liquidity

The residual repurchase agreement activity is the firm-financing component and reflects the GroupBarclays funding of a portion of its trading portfolio assets. The primary risk related to firm-financing activity is the inability to roll-over transactions as they mature. However, 54% (2013: 63%) of firm-financing activity was secured against

Firm financing repurchase agreementsa,b,c                    
    

Less than

one month

£bn

   

One month

to three

months

£bn

   

Over three
months

£bn

   

Total

£bn

 
As at 31 December 2017        
Extremely liquid Fixed Incomed   37.2    10.3    1.4    48.9 
Liquid Fixed Income   4.1    1.5    2.5    8.1 
Highly liquid               17.4                21.4                15.7                54.5 
Less liquid   2.1    1.9    12.6    16.6 
Total   60.8    35.1    32.2    128.1 
As at 31 December 2016        
Extremely liquid Fixed Income   28.3    7.1    1.1    36.5 
Liquid Fixed Income   2.8    0.8    1.2    4.8 
Highly liquid   13.2    8.9    14.0    36.1 
Less liquid   1.9    0.8    2.6    5.3 
Total   46.2    17.6    18.9    82.7 

Notes

a Includes collateral swaps.

b Includes financing positions for prime brokerage clients which are reported as customer payables or receivables on balance sheet.

c Values are reported on a cash value basis.

d Extremely liquid fixed income is defined as very highly rated sovereigns and agencies, typically rated AA+ or better. It excludes liquid assets,fixed income, equities and the weighted average maturity of firm-financing activity secured againstother less liquid assets was 56 days (2013: 69 days).collateral.

 

 

Firm-financing repurchase agreementsa,b

        

 

 

As at 31 December 2014

Less than
one month
£bn
 One month
to three
months
£bn
 Over three
months
£bn
 Total  
£bn  
 

 

 

Highly liquid

   33.4     4.1     2.2     39.7    

Less liquid

   19.0     6.6     8.0     33.6    

 

 

Total

   52.4     10.7     10.2     73.3    

 

 

 

As at 31st December 2013

        

Highly liquid

   42.8     7.9     2.9     53.6    

Less liquid

   20.7     2.9     7.8     31.4    

 

 

Total

   63.5     10.8     10.7     85.0    

 

 

Notes

aHighly liquid assets include government bonds, agency securities and agency mortgage-backed securities. Less liquid assets include asset-backed securities, corporate bonds, equities and other.
bIncludes collateral swaps.

|  171


Credit ratings

In addition to monitoring and managing key metrics related to the financial strength of the Group, weBarclays also subscribe tosolicits independent credit rating agency reviews byratings from Standard & Poor’s Global (S&P), Moody’s, Fitch and DBRS.Rating and Investment Information (R&I). These ratings assess the creditworthiness of the Group, its subsidiaries and branches and are based on reviews of a broad range of business and financial attributes including risk management processes and procedures, capital strength, earnings,profitability, funding, liquidity, accountingasset quality, strategy and governance.

 

Credit ratings
  Credit ratingsa
As at 31 December 20142017
  Standard & Poor’s  Moody’s  FitchDBRS

Barclays Bank PLC

      

Long-term

  A (Negative)  A2 (Negative)A1  A (Stable)AA (Low) (Stable)

Short-term

  A-1  P-1  F1R-1 (mid) (Stable)

Stand-alone rating

Outlook
  bbb+Stable  C- (Stable)Negative  aA (high) (Stable)Rating Watch Positive

Barclays Bank UK PLC

      

Long-term

A- (Negative)A3 (Negative)  A (Stable)(prelim)  n/a(P) A1A+ (EXP)

Short-term

A-1 (prelim)(P)P-1F1 (EXP)
OutlookStableUnassignedStable
Barclays PLC
Long-termBBBBaa2A
Short-term

  A-2  P-2P-3  F1
Outlook  n/aStable

NegativeStable

The credit ratings of most financial institutions, including Barclays benefit from sovereign support notches to reflect the historic propensity for governments to support systemically important banks. As regulation has evolved,All credit rating agencies have communicated their intentiontook rating actions this year to remove part or allassign initial ratings to Barclays Bank UK PLC in anticipation of the establishment of this support over time.entity as the UK ring-fenced bank in April 2018. There were also rating actions on the existing entities of Barclays Bank PLC and Barclays PLC by some of the credit rating agencies as detailed below.

In line with this intent, on 3 February 2015,September 2017, Fitch assigned an expected rating to Barclays Bank UK PLC of A+, reflecting a one notch uplift from the expected standalone rating of A. This is due to the sufficient amount of junior debt they expect to be outstanding in Barclays Bank UK PLC, referred to as qualifying junior debt (QJD). In the same rating action, Fitch revised the outlook of Barclays Bank PLC from stable to rating watch positive in anticipation of assigning QJD uplift of one notch during 2018.

In October 2017, S&P took actionupgraded long and short-term ratings of Barclays Bank PLC by one notch to removeA/A-1 fromA-/A-2 as S&P finalised their view of the government support notches from certain UK and Swiss bank non-operating holding companies, including Barclays PLC, the holding companystatus of Barclays Bank PLC. This resulted in a downgrade of Barclays PLC by two notches to BBB/A-2 with stable outlook as they believe the prospect of extraordinary government support to its senior creditors is now unlikely. S&P also placed the long-term and short-term ratings of most UK, German and Austrian bank operating companies, includingThey determined that Barclays Bank PLC (A/A-1)would remain core to the Group revising their previous expectation of a highly strategic status.

Simultaneously, Barclays Bank PLC was assigned a preliminary rating of A with a stable outlook in anticipation that it too would be core to the Group. In November 2017, S&P also revised their view of UK economic risk for the UK banking sector, which led to outlooks for Barclays PLC, Barclays Bank PLC and its subsidiariesBarclays UK PLC being revised from negative to stable.

Moody’s assigned a provisional rating to Barclays Bank UK PLC in October 2017 of (P)A1. The negative outlooks for Barclays PLC and branches,Barclays Bank PLC have remained in place since the counterpartiesoutcome of the EU referendum in June 2016. Since October 2017, the implementation of ring-fencing has been included in the rationale for customerthe maintenance Barclays Bank PLC’s negative outlook.

Barclays also solicits issuer ratings from R&I and client relationships on ‘Credit Watchthe ratings ofA- for B PLC and A for BB PLC were affirmed in July 2017 with negative implications’ as they assess how the legislative bail-in powers may operate for bank operating companies in practice.stable outlooks.

A credit rating downgrade could result in contractual outflows to meet collateral requirements on existing contracts. Outflows related to a multiple-notch credit rating downgradedowngrades are included in the LRA stress scenarios and a portion of the liquidity pool is held against this risk. Credit ratings downgrades could also result in reduced funding capacity and increased costs or reduced capacity to raise funding.funding costs.

132    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


The table below shows contractual collateral requirementsrequirement followingone- andtwo-notch long-term and associated short-term simultaneous downgrades across all credit rating agencies, whichwould result in outflows of £4bn and £6bn respectively, and are fully reserved for in the liquidity pool. These numbers do not assume any management or restructuring actions that could be taken to reduce posting requirements. These outflows do not include the potential liquidity impact from loss of unsecured funding, such as from money market funds, or loss of secured funding capacity. However, unsecured and secured funding stresses are included in the LRA stress scenarios and a portion of the liquidity pool is held against these risks.

 

 

Contractual credit rating downgrade exposure (cumulative cash flow)

    

 

 
 Cumulative cash outflow   

As at 31 December 2014

One-notch
downgrade
£bn
 Two-notch  
downgrade  
£bn  
 

 

 

Securitisation derivatives

   5     6    

Contingent liabilities

   8     8    

Derivatives margining

        1    

Liquidity facilities

   1     2    

 

 

Total contractual funding or margin requirements

   14     17    

 

 

 

As at 31 December 2013

    

Securitisation derivatives

   7     8    

Contingent liabilities

   6     6    

Derivatives margining

        1    

Liquidity facilities

   1     2    

 

 

Total contractual funding or margin requirements

   14     17    

 

 

Note

aRefers to Standard & Poor’s Stand-Alone Credit Profile (SACP), Moody’s Bank Financial Strength Ratio (BFSR)/Baseline Credit Assessment (BCA), Fitch Viability Rating (VR) and DBRS Intrinsic Assessment (IA).

172  |


Risk review

Risk performance

Funding risk – Liquidity

Liquidity management at BAGL Group (audited)

Liquidity risk is managed separately at BAGL Group due to local currency, funding and regulatory requirements.

In addition to the Group liquidity pool, as at 31 December 2014, BAGL Group held £7bn (2013: £4bn) of liquidity pool assets against BAGL-specific anticipated stressed outflows. The liquidity pool consists of South African government bonds and Treasury bills.

The BAGL loan to deposit ratio as at 31 December 2014 was 102% (2013: 103%).

As at 31 December 2014, BAGL had £9bn of wholesale funding outstanding (2013: £9bn), of which £5bn matures in less than 12 months (2013: £6bn).

Additional information on liquidity management at BAGL can be found in the Barclays Africa Group Annual Report.

Contractual maturity of financial assets and liabilities (audited)

The table below provides detail on the contractual maturity of all financial instruments and other assets and liabilities. Derivatives (other than those designated in a hedging relationship) and trading portfolio assets and liabilities are included in the ‘on demand’ column at their fair value. Liquidity risk on these items is not managed on the basis of contractual maturity since they are not held for settlement according to such maturity and will frequently be settled before contractual maturity at fair value. Derivatives designated in a hedging relationship are included according to their contractual maturity.

Financial assets designated at fair value in respect of linked liabilities to customers under investment contracts have been included in other assets and other liabilities as the Group is not exposed to liquidity risk arising from them; any request for funds from creditors would be met by simultaneously liquidating or transferring the related investment.

 

Contractual maturity of financial assets and liabilities (audited)                              
As at
31 December 2017
  

On

demand
£m

  Not more
than three
months
£m
  

Over three
months
but not
more

than six
months
£m

  

Over six
months
but not
more

than nine
months
£m

  Over nine
months
but not
more than
one year
£m
  

Over one
year

but not
more than
two years
£m

  

Over two
years

but not
more
than three

years

£m

  

Over three

years but

not more

than five

years

£m

  

Over five

years but

not more
than ten
years

£m

  

Over ten

years

£m

   

Total

£m

 
Assets             
Cash and balances at central banks   170,236   846                            171,082 
Items in the course of collection from other banks   2,153                               2,153 
Trading portfolio assets   113,760                               113,760 
Financial assets designated at fair value   14,800   77,288   8,828   4,570   1,252   2,095   160   196   557   6,535    116,281 
Derivative financial instruments   237,504   41            71   22   15   1   15    237,669 
Financial investments   30   2,378   2,717   97   504   5,675   3,928   16,162   17,059   10,366    58,916 
Loans and advances to banks   3,439   30,227   1,256   77   125   247   93   11      188    35,663 
Loans and advances to customers   12,022   70,816   8,511   5,519   7,622   35,969   26,151   39,435   48,382   111,125    365,552 
Reverse repurchase agreements and other similar secured lending   7,522   4,446   578                         12,546 
Other financial assets      759            110                869 
Total financial assets   561,466   186,801   21,890   10,263   9,503   44,167   30,354   55,819   65,999   128,229    1,114,491 
Other assetsa                                            18,757 
Total assets                                            1,133,248 
Liabilities             
Deposits from banks   4,967   30,826   718   438   214   74   135   316   35       37,723 
Items in the course of collection due to other banks   446                               446 
Customer accounts   334,961   74,812   7,381   3,386   3,628   2,684   500   882   231   656    429,121 
Repurchase agreements and other similar secured borrowing   3,550   17,841   4,516   2,136   1,396   310   93   10,006   490       40,338 
Trading portfolio liabilities   37,351                               37,351 
Financial liabilities designated at fair value   13,298   102,860   10,570   5,918   3,139   10,515   7,281   5,879   4,923   9,335    173,718 
Derivative financial instruments   237,235   10   3         10   5   4   41   1,037    238,345 
Debt securities in issue   907   17,120   8,395   5,107   1,562   8,136   3,883   12,819   10,983   4,402    73,314 
Subordinated liabilities      2,402   791   7   23   57   1,959   8,751   5,466   4,370    23,826 
Other financial liabilities      3,793            781                4,574 
Total financial liabilities   632,715   249,664   32,374   16,992   9,962   22,567   13,856   38,657   22,169   19,800    1,058,756 
Other liabilitiesa                                            8,476 
Total liabilities                                            1,067,232 
Cumulative liquidity gap   (71,249  (134,112  (144,596  (151,325  (151,784  (130,184  (113,686  (96,524  (52,694  55,735    66,016 

Note

a As at 31 December 2017, other assets includes balances of £1,193m (2016: £71,454m) and other liabilities includes balances of £0m (2016: £65,292m) relating to amounts held for sale. Please refer to Note 43 for details.

 

 |  173Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    133


 

Contractual maturity of financial assets and liabilities (including BAGL) (audited)

 

As at 31 December 2014

On

demand

£m

Not
more than
three

months

£m

Over three

months

but not

more

than six

months

£m

Over
six

months

but not

more

than nine

months

£m

Over
nine months but not more than one

year

£m

Over
one year

but not more than two years

£m

Over
two years but not more

than three

years

£m

Over three years but not more than five years

£m

Over five years but not more than ten years

£m

Over
ten

years

£m

Total 

£m 

 

Assets

Cash and balances at central banks

39,46622939,695 

Items in the course of collection from other banks

8283821,210 

Trading portfolio assets

114,717114,717 

Financial assets designated at fair value

5,7323,1391,5407976022,6961,3221,2531,03818,53836,657 

Derivative financial instruments

438,27026687204274443439232439,909 

Loans and advances to banks

5,87531,1383,236225944404233203642,111 

Loans and advances to customers

24,60799,2089,2256,9009,24135,47724,65348,48654,168115,802427,767 

Reverse repurchase agreements and other similar secured lending

144117,9779,8572,0139412811610922546131,753 

Available for sale financial investments

5131,3242,0453,57684410,80416,70510,10723,68316,46586,066 

Other financial assets

1,4691761,645 

 

Total financial assets

630,152254,89225,90913,51912,57949,78943,30360,41879,386151,5831,321,530 

 

Other assetsa

36,376 

 

Total assets

1,357,906 

 

Liabilities

Deposits from banks

7,97848,1551,041504298187956957658,390 

Items in the course of collection due to other banks

1,1771,177 

Customer accounts

317,44986,6267,2845,4423,2454,2084941,2197131,024427,704 

Repurchase agreements and other similar secured borrowing

40111,7667,1752,8471,989119116427124,479 

Trading portfolio liabilities

45,12445,124 

Financial liabilities designated at fair value

6656,5543,4934,0563,2447,0155,5249,5736,1748,85155,149 

Derivative financial instruments

438,623297125626978268167439,320 

Debt securities in issue

1019,07511,1469,7124,7917,56810,56010,35011,3761,51186,099 

Subordinated liabilities

2354815371,2591,94710,9386,67421,153 

Other financial liabilities

3,0608153,875 

 

Total financial liabilities

811,066275,50030,19422,58813,57220,01118,11723,23629,95318,2331,262,470 

 

Other liabilitiesa

29,478 

 

Total liabilities

1,291,948 

 

Cumulative liquidity gap

(180,914)(201,522)(205,807)(214,876)(215,869)(186,091)(160,905)(123,723)(74,290)59,06065,958 

 

Note

aOther assets include balances of £15,574m and Other liabilities include balances of £13,115m relating to amounts held for sale mainly in respect of the Spanish business. Please refer to Note 45 for details.

174  |


Risk review

Risk performance

FundingTreasury and Capital risk – Liquidity

    

 

Contractual maturity of financial assets and liabilities (including BAGL) (audited)

 

As at 31 December 2013

On

demand

£m

Not
more than
three

months

£m

Over three

months

but not

more

than six

months

£m

Over
six

months

but not

more

than nine

months

£m

Over
nine

months
but not more

than one

year

£m

Over
one year

but not

more than two years

£m

Over
two years but not more

than three

years

£m

Over three

years but

not more

than five

years

£m

Over five

years but

not more

than ten

years

£m

Over
ten

years

£m

Total 

£m 

 

Assets

Cash and balances at central banks

38,6027,08545,687 

Items in the course of collection from other banks

8943881,282 

Trading portfolio assets

133,069133,069 

Financial assets designated at fair value

1,02912,7436548534152,2706731,4101,03516,28037,362 

Derivative financial instruments

347,5553681638832283480294545492350,300 

Loans and advances to banks

6,55829,2679735385882953701096366139,422 

Loans and advances to customers

30,42295,9777,0587,4598,45030,14427,20145,69960,537121,290434,237 

Reverse repurchase agreements and other similar secured lending

21172,4019,1192,3352,58310713083186,779 

Available for sale financial investments

6322,6333,1862,1155,7229,75514,36614,76724,43314,14791,756 

Other financial assets

1,6933051,998 

 

Total financial assets

558,782322,55521,15313,38817,79043,15943,09062,40986,613152,9531,321,892 

 

Other assetsa

21,736 

 

Total assets

1,343,628 

 

Liabilities

Deposits from banks

7,00541,4127381,1124264,6581111371655,615 

Items in the course of collection due to other banks

1,0373221,359 

Customer accounts

293,708106,9698,7085,9286,3083,4361,5872,2371,8691,248431,998 

Repurchase agreements and other similar secured borrowing

76189,4014,3715569141,3781735196,748 

Trading portfolio liabilities

53,46453,464 

Financial liabilities designated at fair value

6368,2155,2574,7123,42511,1076,52710,1386,6786,39663,091 

Derivative financial instruments

345,845111113648157208583236347,118 

Debt securities in issue

7222,23310,55310,8123,48611,7866,7058,35010,6572,03986,693 

Subordinated liabilities

3272017728163,22510,5817,07821,695 

Other financial liabilities

3,4711,4784,949 

 

Total financial liabilities

701,843372,36129,65823,31014,56534,17215,11024,33030,36817,0131,262,730 

 

Other liabilitiesa

16,949 

 

Total liabilities

1,279,679 

 

Cumulative liquidity gap

(143,061)(192,867)(201,372)(211,294)(208,069)(199,082)(171,102)(133,023)(76,778)59,16263,948 

 

Note

aOther assets include balances of £15,574m and Other liabilities include balances of £13,115m relating to amounts held for sale mainly in respect of the Spanish business. Please refer to Note 45 for details.

|  175


 

 

Contractual maturity of financial assets and liabilities (audited)                              
As at
31 December 2016
  On
demand
£m
  Not more
than three
months
£m
  

Over three
months
but not
more

than six

months
£m

  

Over six
months

but not
more

than nine
months
£m

  Over nine
months
but not
more than
one year
£m
  

Over one
year
but not
more than
two years

£m

  

Over two
years but
not more
than three
years

£m

  

Over three

years but
not more
than five
years

£m

  

Over five

years but

not more

than ten

years

£m

  

Over ten
years

£m

   

Total

£m

 
Assets             
Cash and balances at central banks   102,031   322                            102,353 
Items in the course of collection from other banks   1,467                               1,467 
Trading portfolio assets   80,240                               80,240 
Financial assets designated at fair value   15,558   43,270   5,518   2,376   2,081   686   90   129   771   8,129    78,608 
Derivative financial instruments   345,625   5   400   5   2   14   168   175   123   109    346,626 
Financial investments   40   1,015   3,064   741   2,666   10,127   9,031   15,148   12,768   8,717    63,317 
Loans and advances to banks   4,858   34,346   2,753   480   133   412   236   20   13       43,251 
Loans and advances to customers   26,929   85,993   7,522   6,310   8,245   29,326   25,602   44,776   48,233   109,848    392,784 
Reverse repurchase agreements and other similar secured lending   7,043   3,678   892   144   905   792                13,454 
Other financial assets      1,128            77                1,205 
Total financial assets   583,791   169,757   20,149   10,056   14,032   41,434   35,127   60,248   61,908   126,803    1,123,305 
Other assetsa                                            89,821 
Total assets                                            1,213,126 
Liabilities             
Deposits from banks   5,906   39,610   1,120   672   351   193   13   328   21       48,214 
Items in the course of collection due to other banks   636                               636 
Customer accounts   317,963   86,081   5,305   3,023   4,528   2,836   1,262   1,043   441   696    423,178 
Repurchase agreements and other similar secured borrowing   5,480   9,235   1,934   917   1,326   311      83   474       19,760 
Trading portfolio liabilities   34,687                               34,687 
Financial liabilities designated at fair value   15,285   41,583   3,970   4,112   1,827   7,540   5,762   5,773   3,588   6,591    96,031 
Derivative financial instruments   339,646   4         2   10   34   46   75   670    340,487 
Debt securities in issue   27   16,731   11,713   5,902   6,867   3,166   8,069   9,186   10,152   4,119    75,932 
Subordinated liabilities      8         1,317   3,230   56   7,487   6,575   4,710    23,383 
Other financial liabilities      3,198            1,189                4,387 
Total financial liabilities   719,630   196,450   24,042   14,626   16,218   18,475   15,196   23,946   21,326   16,786    1,066,695 
Other liabilitiesa                                            75,066 
Total liabilities                                            1,141,761 
Cumulative liquidity gap   (135,839  (162,532  (166,425  (170,995  (173,181  (150,222  (130,291  (93,989  (53,407  56,610    71,365 

Note

a As at 31 December 2017, other assets includes balances of £1,193m (2016: £71,454m) and other liabilities includes balances of £0m (2016: £65,292m) relating to amounts held for sale. Please refer to Note 43 for details.

Expected maturity dates do not differ significantly from the contract dates, except for:

 

¡ Tradingtrading portfolio assets and liabilities and derivative financial instruments, which may not be held to maturity as part of the Group’s trading strategies;strategies

 

¡ Retailretail deposits, which are included within customer accounts, are repayable on demand or at short notice on a contractual basis. In practice, these instruments form a stable base for the Group’s operations and liquidity needs because of the broad base of customers – both numerically and by depositor type (see Behavioural maturity profile on page 166)128); and

 

¡ Financialfinancial assets designated at fair value held in respect of linked liabilities, which are managed with the associated liabilities.

134    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Contractual maturity of financial liabilities on an undiscounted basis (audited)

The table below presents the cash flows payable by the Group under financial liabilities by remaining contractual maturities at the balance sheet date. The amounts disclosed in the table are the contractual undiscounted cash flows of all financial liabilities (i.e. nominal values).

The balances in the below table do not agree directly to the balances in the consolidated balance sheet as the table incorporates all cash flows, on an undiscounted basis, related to both principal as well as those associated with all future coupon payments.

Derivative financial instruments held for trading and trading portfolio liabilities are included in the on demand column at their fair value.

Financial liabilities designated at fair value in respect of linked liabilities under investment contracts have been excluded from this analysis as the Group is not exposed to liquidity risk arising from them.

 

 

 

Contractual maturity of financial liabilities – undiscounted (including BAGL) (audited)

     

 

 

As at 31 December 2014

On

demand

£m

 

Not more
than three

months

£m

 

Over three

months
but not

more

than six

months

£m

 

Over six

months

but not

more
than one

year

£m

 

Over one

year but

not more
than three

years

£m

 

Over three

years but

not more

than five

years

£m

 

Over five
years but

not more

than ten

years

£m

 

Over ten

years

£m

 

Total 

£m 

 

 

 

Deposits from banks

  7,978    48,155    1,042    804    287    75    62    29    58,432   

Items in the course of collection due to other banks

  1,177                                1,177   

Customer accounts

  317,449    86,659    7,364    8,854    4,851    1,399    1,046    2,218    429,840   

Repurchase agreements and other similar secured lending

  40    111,769    7,178    4,837    236        428        124,488   

Trading portfolio liabilities

  45,124                                45,124   

Financial liabilities designated at fair value

  665    6,561    3,508    7,378    12,854    10,285    7,170    14,273    62,694   

Derivative financial instruments

  438,623    30    7    17    137    85    314    341    439,554   

Debt securities in issue

  10    19,481    11,406    14,952    19,416    11,352    12,075    2,760    91,452   

Subordinated liabilities

      380    324    171    1,403    4,339    11,218    6,683    24,518   

Other financial liabilities

      3,060            815                3,875   

 

 

Total financial liabilities

  811,066    276,095    30,829    37,013    39,999    27,535    32,313    26,304    1,281,154   

 

 

As at 31 December 2013

         

Deposits from banks

  7,005    41,966    739    999    4,832    124        70    55,735   

Items in the course of collection due to other banks

  1,037    333                            1,370   

Customer accounts

  293,708    107,056    8,747    12,316    5,317    2,858    2,576    2,501    435,079   

Repurchase agreements and other similar secured lending

  76    189,401    4,375    1,470    1,395    36            196,753   

Trading portfolio liabilities

  53,464                                53,464   

Financial liabilities designated at fair value

  636    8,259    5,115    8,285    18,128    10,909    7,978    12,799    72,109   

Derivative financial instruments

  345,845    12    13    20    219    231    716    530    347,586   

Debt securities in issue

  72    22,741    10,793    14,799    19,562    9,630    11,638    3,175    92,410   

Subordinated liabilities

      631    404    433    2,154    4,928    11,974    7,143    27,667   

Other financial liabilities

      3,471            1,478                4,949   

 

 

Total financial liabilities

  701,843    373,870    30,186    38,322    53,085    28,716    34,882    26,218    1,287,122   

 

 

Contractual maturity of financial liabilities - undiscounted (audited) 
           Over three                         
           months   Over six   Over one   Over three   Over five         
           but not   months   year   years but   years but         
       Not more   more   but not   but not   not more   not more         
   On   than three   than six   more than   more than   than five   than ten   Over ten     
   demand   months   months   one year   three years   years   years   years   Total 
    £m   £m   £m   £m   £m   £m   £m   £m   £m 

As at 31 December 2017

                  

Deposits from banks

   4,967    30,831    720    654    213    316    36        37,737 

Items in the course of collection due to other banks

   446                                446 

Customer accounts

   334,961    74,830    7,383    7,020    3,197    884    231    725    429,231 
Repurchase agreements and other similar secured lending   3,550    17,847    4,526    3,557    410    10,259    490        40,639 

Trading portfolio liabilities

   37,351                                37,351 

Financial liabilities designated at fair value

   13,298    102,983    10,609    9,118    18,142    6,177    5,490    12,834    178,651 

Derivative financial instruments

   237,235    9    3        15    5    48    1,755    239,070 

Debt securities in issue

   907    17,614    8,565    7,025    13,786    13,928    12,687    6,734    81,246 

Subordinated liabilities

       2,822    1,816    685    5,501    10,232    6,243    6,231    33,530 
Other financial liabilities       3,793            781                4,574 
Total financial liabilities   632,715    250,729    33,622    28,059    42,045    41,801    25,225    28,279    1,082,475 
As at 31 December 2016                  

Deposits from banks

   5,906    39,617    1,122    1,025    207    328    21        48,226 

Items in the course of collection due to other banks

   636                                636 

Customer accounts

   317,963    86,101    5,325    7,565    4,266    1,120    1,403    1,013    424,756 
Repurchase agreements and other similar secured lending   5,480    9,249    1,939    2,253    312    83    474        19,790 

Trading portfolio liabilities

   34,687                                34,687 

Financial liabilities designated at fair value

   15,285    41,599    3,986    5,979    13,445    5,899    3,900    8,443    98,536 

Derivative financial instruments

   339,646    4        2    44    48    84    1,086    340,914 

Debt securities in issue

   27    17,126    11,894    13,285    12,915    10,505    12,282    6,054    84,088 

Subordinated liabilities

       398    680    3,117    7,089    9,324    7,842    4,866    33,316 
Other financial liabilities       3,198            1,189                4,387 
Total financial liabilities   719,630    197,292    24,946    33,226    39,467    27,307    26,006    21,462    1,089,336 

 

176  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    135



Risk review

Risk performance

FundingTreasury and Capital risk – Liquidity

    

Maturity of off balance sheet commitments received and given

The table below presents the maturity split of the Group’s off balance sheet commitments received and given at the balance sheet date. The amounts disclosed in the table are the undiscounted cash flows (i.e. nominal values) on the basis of earliest opportunity at which they are available.

Maturity analysis ofoff-balance sheet commitments received (audited) 
    

On

demand

£m

   

Not more

than three

months
£m

   

Over three
months
but not
more

than six
months
£m

   Over six
months
but not
more
than nine
months
£m
   Over nine
months
but not
more than
one year
£m
   Over one
year but
not more
than two
years
£m
   

Over two
years but
not more
than three
years

£m

   

Over three
years but
not more
than five
years

£m

   

Over five
years but
not more
than ten
years

£m

   Over ten
years
£m
   

Total

£m

 

As at 31 December 2017

                      
Guarantees, letters of credit and credit insurance   6,373    5    2    3    1    8    7    5    3    4    6,411 
Forward starting repurchase agreements       29                                    29 
Total off balance sheet commitments received   6,373    34    2    3    1    8    7    5    3    4    6,440 
As at 31 December 2016                      
Guarantees, letters of credit and credit insurance   6,044    18    1    410    2    23    1    3            6,502 
Forward starting repurchase agreements   102    246        1            18                367 
Total off balance sheet commitments received   6,146    264    1    411    2    23    19    3            6,869 
  
Maturity analysis ofoff-balance sheet commitments given (audited) 
           Over three   Over six                             
           months   months   Over nine   Over one   Over two   Over three   Over five         
           but not   but not   months   year but   years but   years but   years but         
       Not more   more   more   but not   not more   not more   not more   not more         
   On   than three   than six   than nine   more than   than two   than three   than five   than ten   Over ten     
   demand   months   months   months   one year   years   years   years   years   years   Total 
    £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m 
As at 31 December 2017                      

Contingent liabilities

   16,047    1,085    560    92    242    346    80    59    245    256    19,012 
Documentary credits and other short-term trade related transactions   34    593    147    26    6    5    1                812 
Standby facilities, credit lines and other commitments   311,481    1,144    883    77    778    44    47    259    2    46    314,761 
Totaloff-balance sheet commitments given   327,562    2,822    1,590    195    1,026    395    128    318    247    302    334,585 
As at 31 December 2016                      

Contingent liabilities

   17,111    425    845    233    285    355    187    88    259    151    19,939 
Documentary credits and other short-term trade related transactions   987    10    8                                1,005 
Standby facilities, credit lines and other commitments   300,043    479    415    604    818    55    47    150        70    302,681 
Totaloff-balance sheet commitments given   318,141    914    1,268    837    1,103    410    234    238    259    221    323,625 

136    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk performance

Treasury and capital risk – Capital

 

 

 

Maturity analysis of off-balance sheet commitments received (including BAGL)a

         

 

 

As at 31 December 2014

 

 

 

On

demand

£m

  

  

  

 
 
 

 

 

Not
more than
three

months

£m

 
  
  

  

  

 

 

 
 

 
 

 

Over three

months

but not
more

than six
months

£m

  

  

  
  

  
  

  

 
 
 
 
 
 

 

 

Over
six
months
but not
more
than nine

months

£m

 
  
  
  
  
  

  

  

 
 
 
 
 
 

 

 

Over
nine
months
but not
more
than one

year

£m

 
  
  
  
  
  

  

  

 
 
 
 
 
 

 

Over
one year
but not
more
than two
years

£m

 
  
  
  
  
  

  

 
 
 
 
 
 

 

Over
two years
but not
more
than three
years

£m

 
  
  
  
  
  

  

 
 
 
 
 

 

Over three
years but
not more
than five
years

£m

  
  
  
  
  

  

 
 
 
 
 

 

Over five
years but
not more
than ten
years

£m

  
  
  
  
  

  

 
 
 

 

Over
ten
years

£m

 
  
  

  

 

 

Total 

£m 

  

  

 

 

Guarantees, letters of credit and credit insurance

 6,571   60   37   38   39   152   138   203   65      7,303   

Forward starting repos

    10,778                           10,778   

 

 

Total off balance sheet commitments received

 6,571   10,838   37   38   39   152   138   203   65      18,081   

 

 

As at 31 December 2013

Guarantees, letters of credit and credit insurance

 10,114   46   46   45   45   174   168   302   154      11,094   

Forward starting repos

    14,334                           14,334   

 

 

Total off balance sheet commitments received

 10,114   14,380   46   45   45   174   168   302   154      25,428   

 

 

 

 

 

Maturity analysis of off-balance sheet commitments given (including BAGL) (audited)a

     

 

 

As at 31 December 2014

 

 

 

On

demand

£m

  

  

  

 
 
 
 
 
Not
more than
three
months
£m
 
 
  
  
  
 
 
 
 

 
 
 

Over three
months
but not
more

than six
months
£m

  
  
  
  

  
  
  

 
 
 
 
 
 
 
 
Over
six
months
but not
more
than nine
months
£m
 
  
  
  
  
  
  
  
 
 
 
 
 
 
 

 

Over
nine
months
but not
more
than one
year

£m

 
  
  
  
  
  
  

  

 
 
 
 
 

 

Over
one year
but not
more than
two years

£m

 
  
  
  
  

  

 
 
 
 
 
 

 

Over
two years
but not
more
than three
years

£m

 
  
  
  
  
  

  

 
 
 
 
 

 

Over three
years but
not more
than five
years

£m

  
  
  
  
  

  

 
 
 
 
 

 

Over five
years but
not more
than ten
years

£m

  
  
  
  
  

  

 
 
 
 
Over
ten
years
£m
 
  
  
  
 

 

Total 

£m 

  

  

 

 

Contingent liabilities

 17,304   1,770   352   162   102   410   55   83   1,037   49   21,324   

Documentary credits and other short term trade related transactions

 869   75   13      19   115               1,091   

Forward Starting reverse repo

 13,735      121                     13,856   

Standby facilities, credit lines and other commitments

 262,540   4,045   1,722   844   646   3,638   877   1,846   137   20   276,315   

 

 

Total off balance sheet commitments given

 280,713   19,625   2,087   1,127   767   4,163   932   1,929   1,174   69   312,586   

 

 

As at 31 December 2013

Contingent liabilities

 17,873   630   437   233   283   558   478   138   208   346   21,184   

Documentary credits and other short term trade related transactions

 504   84   62   7   35   88               780   

Forward Starting reverse repo

    19,936                           19,936   

Standby facilities, credit lines and other commitments

 247,045   1,922   203   620   1,100   1,332   777   1,405   397   54   254,855   

 

 

Total off balance sheet commitments given

 265,422   22,572   702   860   1,418   1,978   1,255   1,543   605   400   296,755   

 

 

Note

aThe presentation of the tables for off balance sheet commitments received and given has been enhanced in line with the Enhanced Disclosure Taskforce recommendations.

Capital risk

The risk that the firm has an insufficient level or composition of capital to support its normal business activities and to meet its regulatory capital requirements under normal operating environments or stressed conditions (both actual and as defined for internal planning or regulatory testing purposes). This includes the risk from the firm’s pension plans.

All disclosures in this section pages 137 to 145 are unaudited unless otherwise stated.

Key metrics

Fully loaded Common Equity Tier 1 ratio13.3%
Average UK leverage ratio4.9%

Overview

The fully loaded CRD IV CET1 ratio, among other metrics, is a measure of the capital strength and resilience of Barclays. Maintenance of our capital is vital in order to meet the minimum capital requirements, and to cover the Group’s current and forecast business needs, and associated risks in order to provide a viable and sustainable business offering.

This section provides an overview of the Group’s: (i) regulatory minimum capital and leverage requirements; (ii) capital resources; (iii) risk weighted assets (RWAs); and (iv) leverage ratios and exposures.

More details on monitoring and managing capital risk may be found in the Risk Management sections on pages 346 and 347.

Summary of performance in the period

Barclays continues to be in excess of minimum transitional and end point capital requirements, and regulatory minimum leverage requirements.

The fully loaded CET1 ratio increased to 13.3% (December 2016: 12.4%) principally due to a reduction in risk weighted assets (RWAs) of £52.6bn to £313.0bn. CET1 capital decreased £3.6bn to £41.6bn.

The sell down of Barclays’ holding in BAGL to 14.9%, resulting in regulatory proportional consolidation, increased the CET1 ratio by c.60bps with a £31.1bn reduction in RWAs offset by £1.8bn reduction due to BAGL minority interests no longer being included in CET1 capital.

Losses in respect of the discontinued operation due to the impairment of Barclays’ holding in BAGL allocated to goodwill, and the recycling of the BAGL currency translation reserve losses to the income statement, had no impact on CET1.

The CET1 ratio increased by a further c.50bps as a result of their RWA reductions, excluding the impact of foreign currency movements, including reductions on Non-Core.

Excluding the impacts of BAGL and foreign currency movements, CET1 capital decreased further as profits relating to continuing operations, after absorbing the impact of the US DTAre-measurement, were more than offset by the redemption of USD preference shares and the payment of pension deficit reduction contributions in the year.

The average UK leverage ratio increased to 4.9% (December 2016: 4.5%) primarily driven by the issuance of additional tier 1 capital (AT1) securities, the reduction in Non-Core related exposures and due to BAGL’s regulatory proportional consolidation.

 

 

 |  177Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    137


Risk review

Risk performance

Treasury and Capital risk – Capital

 

Regulatory minimum capital and leverage requirements

Risk performanceCapital

Operational riskBarclays’ end point CET1 regulatory requirement is expected to be 11.4% comprising of a 4.5% Pillar 1 minimum, a 2.5% Capital Conservation Buffer (CCB), a 1.5% Global Systemically Important Institution(G-SII) buffer, a 2.4% Pillar 2A requirement, and an expected 0.5% Countercyclical Capital Buffer (CCyB).

The CCB and theG-SII buffer, determined by the PRA in line with guidance from the Financial Stability Board (FSB), are subject to phased implementation at 25% per annum from 2016 with full effect from 2019. The CCB has been set at 2.5% with 1.25% applicable for 2017. TheG-SII buffer for 2017 was set at 2% with 1% applicable for 2017. On 21 November 2016, the FSB confirmed that theG-SII buffer for 2018 has been set at 1.5% with 1.1% applicable for 2018. On 21 November 2017, the FSB confirmed that theG-SII buffer will remain at 1.5% applicable for 2019.

On 25 September 2017, the Financial Policy Committee (FPC) reaffirmed that it expects to increase the UK CCyB rate from 0% to 0.5% applicable from 27 June 2018 and to 1% applicable from 28 November 2018. Based on current UK exposures, Barclays’ CCyB is expected to be approximately 0.5% from November 2018. Other national authorities also determine the appropriate CCyBs that should be applied to exposures in their jurisdiction however based on current exposures these are not material.

Barclays’ Pillar 2A requirement as per the PRA’s Individual Capital Guidance (ICG) for Q417 and 2018 is 4.3% of which at least 56.25% needs to be met in CET1 form, equating to approximately 2.4% of RWAs. Certain elements of the Pillar 2A requirement are a fixed quantum while others are a proportion of RWAs and are based on a point in time assessment. The Pillar 2A requirement is subject to at least annual review.

For regulatory reporting purposes, BAGL is treated on a proportional consolidation basis based on Barclays’ holding in BAGL of 14.9%. The CRD IV CET1 transitional minimum capital requirement for 2017 is 9.2% which comprised of a 4.5% Pillar 1 minimum, a 2.4% Pillar 2A requirement, a 1.25% CCB, a 1%G-SII buffer and a 0% CCyB.

Leverage

In October 2017, following the FPC recommendation, the PRA increased the minimum requirement for the UK leverage ratio from 3% to 3.25%.

Barclays is subject to a leverage ratio requirement that is implemented on a phased basis, with a transitional requirement of 3.6% as at 31 December 2017; this comprises the 3.25% minimum requirement, a transitionalG-SII additional leverage ratio buffer(G-SII ALRB) of 0.35% and a countercyclical leverage ratio buffer (CCLB) which is currently nil. Although the leverage ratio is expressed in terms of tier 1 capital, 75% of the minimum requirement, equating to 2.4375%, needs to be met with CET1 capital. In addition, theG-SII ALRB and CCLB must be covered solely with CET1 capital. The CET1 capital held against the 0.35% transitionalG-SII ALRB was £3.4bn. The fully loaded expected end point UK leverage requirement is 4.0%.

 

138    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


    

Analysis

Capital Resources

The CRR and Capital Requirements Directive (CRD) implemented Basel III within the EU (collectively known as CRD IV) on 1 January 2014. The rules are supplemented by Regulatory Technical Standards and the PRA’s rulebook, including the implementation of operationaltransitional rules. However, rules and guidance are still subject to change as certain aspects of CRD IV are dependent on final technical standards and clarifications to be issued by the EBA and adopted by the European Commission and the PRA.

Capital ratios         
As at 31 December  2017  2016 
Fully loaded CET1a,b   13.3%   12.4% 
PRA transitional tier 1c,d   17.2%   15.6% 
PRA transitional total capitalc,d   21.5%   19.6% 
   
Capital resources (audited)         
As at 31 December  

2017

£m

  

2016

£m

 
Total equity (excludingnon-controlling interests) per the balance sheet   63,905   64,873 
Less: other equity instruments (recognised as AT1 capital)   (8,941  (6,449
Adjustment to retained earnings for foreseeable dividends   (392  (388
Minority interests (amount allowed in consolidated CET1)      1,825 
Other regulatory adjustments and deductions   
Additional value adjustments (PVA)   (1,385  (1,571
Goodwill and intangible assets   (7,908  (9,054
Deferred tax assets that rely on future profitability excluding temporary differences   (593  (494
Fair value reserves related to gains or losses on cash flow hedges   (1,161  (2,104
Excess of expected losses over impairment   (1,239  (1,294
Gains or losses on liabilities at fair value resulting from own credit   83   86 
Defined-benefit pension fund assets   (732  (38
Direct and indirect holdings by an institution of own CET1 instruments   (50  (50
Deferred tax assets arising from temporary differences (amount above 10% threshold)      (183
Other regulatory adjustments   (22  45 
Fully loaded CET1 capital   41,565   45,204 
Additional tier 1 (AT1) capital   
Capital instruments and the related share premium accounts   8,941   6,449 
Qualifying AT1 capital (including minority interests) issued by subsidiaries   3,538   5,445 
Other regulatory adjustments and deductions   (130  (130
Transitional AT1 capitale   12,349   11,764 
PRA transitional tier 1 capital   53,914   56,968 
Tier 2 (T2) capital   
Capital instruments and the related share premium accounts   6,472   3,769 
Qualifying T2 capital (including minority interests) issued by subsidiaries   7,040   11,366 
Other regulatory adjustments and deductions   (251  (257
PRA transitional total regulatory capital   67,175   71,846 

Notes

aThe transitional regulatory adjustments to CET1 capital are no longer applicable resulting in CET1 capital on a fully loaded basis being equal to that on a transitional basis.
bThe CRD IV CET1 ratio (FSA October 2012 transitional statement) as applicable to Barclays’ tier 2 Contingent Capital Notes was 13.9% based on £43.5bn of transitional CRD IV CET1 capital and £313bn RWAs. The transitional CET1 ratio according to the FSA October 2012 transitional statement would be 13.9%. This is calculated as CET1 capital as adjusted for the transitional relief (£43.5bn), divided by CRD IV RWAs. The following transitional relief items are added back to CET1 capital: Goodwill and Intangibles (£1.6bn), Deferred tax asset (£0.1bn) and Expected losses over impairment (£0.2bn).
cThe PRA transitional capital is based on the PRA Rulebook and accompanying supervisory statements.
dAs at 31 December 2017, Barclays’ fully loaded tier 1 capital was £50,376m, and the fully loaded tier 1 ratio was 16.1%. Fully loaded total regulatory capital was £64,646m and the fully loaded total capital ratio was 20.7%. The fully loaded tier 1 capital and total capital measures are calculated without applying the transitional provisions set out in CRD IV and assessing compliance of AT1 and T2 instruments against the relevant criteria in CRD IV.
eOf the £12.3bn transitional AT1 capital, fully loaded AT1 capital comprises the £8.9bn of contingent convertible instruments issued by Barclays PLC (the holding company) and related share premium accounts, and £0.1bn capital deductions. It excludes £3.5bn legacy tier 1 capital instruments issued by subsidiaries that are subject to grandfathering. For the leverage ratio, only the AT1 capital on a fully loaded basis is applicable.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    139


Risk review

Risk performance

Treasury and Capital risk – Capital

Operational

Movement in CET1 capital

2017

£m

Opening balance as at 1 January45,204
Loss for the period attributable to equity holders(1,283
Own credit relating to derivative liabilities78
Dividends paid and foreseen(978
Decrease in retained regulatory capital generated from earnings(2,183
Net impact of share schemes86
Available for sale reserve438
Currency translation reserve3
Other reserves(920
Decrease in other qualifying reserves(393
Pensionsre-measurements within reserves53
Defined-benefit pension fund asset deduction(694
Net impact of pensions(641
Minority interests(1,825
Additional value adjustments (PVA)186
Goodwill and intangible assets1,146
Deferred tax assets that rely on future profitability excluding those arising from temporary differences(99
Excess of expected loss over impairment55
Deferred tax assets arising from temporary differences (amount above 10% threshold)183
Other regulatory adjustments(68
Decrease in regulatory capital due to adjustments and deductions(422
Closing balance as at 31 December41,565

CET1 capital decreased to £41.6bn (December 2016: £45.2bn) due to the following:

a £1.3bn loss for the period attributable to equity holders reflecting profit after tax of £1.1bn, including the net tax charge of £0.9bn due to there-measurement of US DTAs in Q417 offset by £2.3bn of losses in respect of the discontinued operation. The discontinued operation losses, resulting from the impairment of Barclays’ holding in BAGL allocated to goodwill and the recycling of BAGL currency translation reserve losses to the income statement, had no impact on CET1 capital with offsetting movements in the goodwill and intangible assets deduction and other qualifying reserves

a £1.0bn decrease for dividends paid and foreseen

a £0.4bn increase in the available for sale reserve primarily due to gains from changes in fair value on BAGL’s remaining shares held as available for sale

The currency translation reserve remained flat in the year largely due to the £1.4bn recycling of BAGL losses to the income statement which were offset by a £1.3bn decrease driven by the depreciation of period end USD against GBP

a £0.9bn decrease in other reserves which included a £0.5bn decrease as a result of USD preference share redemptions and £0.4bn of separation payments in relation to the sale of Barclays’ holding in BAGL

a £0.6bn decrease net of tax as a result of movements relating to pensions. The pension asset capital deduction increase relates to the UK Retirement Fund, which is the Group’s main pension scheme, moving from a small deficit in December 2016 to a £1.0bn surplus largely due to payment deficit contributions

a £1.8bn decrease due to BAGL minority interests which are no longer eligible as a result of proportional consolidation of BAGL

a £1.1bn increase due to a reduced goodwill and intangible assets deduction largely as a result of the impairment of Barclays’ holding in BAGL allocated to goodwill.

140    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk weighted assets

Risk weighted assets (RWAs) by risk type and business 
   Credit risk        Counterparty credit riska       Market risk                Operational
risk
   Total
RWAs
 

As at 31 December

2017

  

Std

£m

   

IRB

£m

   

Std

£m

   

IRB

£m

   

Settlement
Risk

£m

   

CVA

£m

  

Std

£m

  

IMA

£m

  £m   £m 
Barclays UK   3,811    54,955                         12,167    70,933 
Barclays International   49,058    69,520    17,000    17,243    101    2,776   13,313   13,547   27,708    210,266 
Head Officeb   2,907    9,766    65    633        225   88   1,365   16,785    31,834 
Barclays Group   55,776    134,241    17,065    17,876    101    3,001   13,401   14,912   56,660    313,033 

As at 31 December

2016

      
Barclays UK   5,592    49,591    47                     12,293    67,523 
Barclays International   53,201    82,327    13,515    13,706    30    3,581   9,343   9,460   27,538    212,701 
Head Officeb   9,048    27,122    77    1,157        927   482   2,323   12,156    53,292 
BarclaysNon-Core   4,714    9,945    1,043    6,081    37    2,235   477   2,928   4,673    32,133 
Barclays Group   72,555    168,985    14,682    20,944    67    6,743   10,302   14,711   56,660    365,649 
                                                 
Movement analysis of risk weighted assets 
Risk weighted assets                           

Credit risk

£bn

  Counterparty
credit riska
£bn
  

Market risk

£bn

  

Operational

risk

£bn

   Total
RWAs
£bn
 
As at 31 December 2016             241.5   42.4   25.0   56.7    365.6 
Book size             (11.0  (1.2  5.4       (6.8
Acquisitions and disposals             (31.7  (1.5  (1.6      (34.8
Book quality             (3.5  0.5   0.1       (2.9
Model updates             (1.4            (1.4
Methodology and policy             0.6   (2.2  (0.6      (2.2
Foreign exchange movementc                            (4.5            (4.5
As at 31 December 2017                            190.0   38.0   28.3   56.7    313.0 

Notes

aRWAs in relation to default fund contributions are included in counterparty credit risk.
bIncludes Africa Banking RWAs.
cForeign exchange movement does not include FX for modelled counterparty risk or modelled market risk.

RWAs decreased £52.6bn to £313.0bn:

book size decreased RWAs by £6.8bn primarily due to portfolio rundowns related to BarclaysNon-Core, there-measurement of US DTAs as a result of the US Tax Cuts and Jobs Act and securitisation transactions, partially offset by increased trading activity in investment bank businesses

acquisitions and disposals decreased RWAs £34.8bn primarily as a result of the proportional consolidation of BAGL

book quality decreased RWAs £2.9bn primarily due to changes in risk profile in CIB

model updates decreased RWAs £1.4bn primarily due to model changes in Africa Banking prior to the sell down of Barclays holding in BAGL

methodology and policy decreased RWAs £2.2bn primarily due to a revised calculation basis for modelled derivative exposures

foreign exchange movements decreased RWAs £4.5bn primarily due to the depreciation of period end USD against GBP.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    141


Risk review

Risk performance

Treasury and Capital risk – Capital

Leverage ratios and exposures

Barclays is required to disclose an average UK leverage ratio which is based on capital and exposure measures on the last day of each month in the quarter; as well as a UK leverage ratio which is based on the last day of the quarter. Both approaches exclude qualifying claims on central banks from the leverage exposures. Barclays is also required to disclose a Capital Requirements Regulation (CRR) leverage ratio, which is based on the end point CRR definition of tier 1 capital and the CRR definition of leverage exposure.

Leverage exposure         
Leverage ratios  As at
31.12.17
£bn
  As at
31.12.16
£bn
 
Average UK leverage exposure   1,045   1,137 

Average fully loaded tier 1 capital

   51.2   51.6 
Average UK leverage ratio   4.9%   4.5% 
UK leverage ratio   5.1%   5.0% 
CRR leverage ratio   4.5%   4.6% 
UK leverage exposure         
Accounting assets   
Derivative financial instruments   238   347 
Cash collateral   53   67 
Reverse repurchase agreements and other similar secured lending   12   13 
Financial assets designated at fair valuea   116   79 
Loans and advances and other assets   714   707 
Total IFRS assets   1,133           1,213 
Regulatory consolidation adjustments   8   (6
Derivatives adjustments   
Derivatives netting   (217  (313
Adjustments to cash collateral   (42  (50
Net written credit protection   14   12 
Potential Future Exposure (PFE) on derivatives   120   136 
Total derivatives adjustments   (125  (215
Securities financing transactions (SFTs) adjustments   19   29 
Regulatory deductions and other adjustments   (13  (15
Weightedoff-balance sheet commitments   103   119 
CRR leverage exposure   1,125   1,125 
Qualifying central bank claims   (140  (75
UK leverage exposure   985   1,050 
Fully loaded CET1 capital   41.6   45.2 
Fully loaded AT1 capital   8.8   6.8 
Fully loaded tier 1 capital   50.4   52.0 

Note

aIncluded within financial assets designated at fair value are reverse repurchase agreements designated at fair value of £100bn (December 2016: £63bn).

The average UK leverage ratio increased to 4.9% (December 2016: 4.5%) primarily driven by the issuance of AT1 securities, the reduction in Non-Core related exposures and due to BAGL’s regulatory proportional deconsolidation.

The CRR leverage ratio decreased to 4.5% (December 2016: 4.6%). The difference between the average UK leverage ratio and the CRR leverage ratio movement is primarily driven by an increase in cash at central banks, which are excluded from the UK leverage ratio calculation. Additionally, the year end fully loaded tier 1 capital is lower than the average due to the re-measurement of US DTAs as a result of the US Tax Cuts and Jobs Act in December;

loans and advances and other assets increased by £7bn to £714bn. This was primarily due to a £69bn increase in cash and balances at central banks largely driven by an increase in the cash contribution to the Group liquidity pool mainly exempt under UK leverage rules and a £70bn decrease in assets held for sale driven by the sell down of Barclays’ holding in BAGL.

reverse repurchase agreements increased £36bn to £112bn, primarily due to an increase in matched book trading

net derivative leverage exposures decreased £33bn to £166bn due to a reduction in interest rate and foreign exchange derivatives, the rundown ofNon-Core related assets, a decrease in cash collateral and the depreciation of period end USD and JPY against GBP

regulatory consolidation adjustments increased £14bn to £8bn primarily due to the proportional consolidation of BAGL following the sell down of Barclays’ holding

weighted off balance sheet commitments decreased £16bn to £103bn primarily due to the proportional consolidation of BAGL following the sell down of Barclays’ holding.

142    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional Barclays regulatory disclosures are prepared in accordance with the EBA Guidelines on disclosure requirements under Part Eight of Regulation (EU) No 575/2013 (see Barclays PLC Pillar 3 Report 2017) and will be disclosed on 22 February 2018, available at home.barclays/results.

Foreign exchange risk (audited)

The Group is exposed to two sources of direct or indirect impactsforeign exchange risk.

a) Transactional foreign currency exposure

Transactional foreign currency exposures represent exposure on banking assets and liabilities, denominated in currencies other than the functional currency of the transacting entity.

The Group’s risk management policies prohibit the holding of significant open positions in foreign currencies outside the trading portfolio managed by Barclays International which is monitored through VaR.

Banking book transactional foreign exchange risk outside of Barclays International is monitored on a daily basis by the market risk function and minimised by the businesses.

b) Translational foreign exchange exposure

The Group’s investments in overseas subsidiaries and branches create capital resources denominated in foreign currencies, principally USD and EUR. Changes in the GBP value of the net investments due to foreign currency movements are captured in the currency translation reserve, resulting from human factors, inadequate or failed internal processes and systems or external events.in a movement in CET1 capital.

This section provides an analysisThe Group’s strategy is to minimise the volatility of the capital ratios caused by foreign exchange movements, by matching the CET1 capital movements to the revaluation of the Group’s operational risk profile, including events which have had a significant impact in 2014

Improvements despite material historic litigation issuesforeign currency RWA exposures.

£1,270mFunctional currency of operations

 

Functional currency of operations (audited) 
    Foreign
currency
net
investments
£m
   

Borrowings

which hedge
the net
investments
£m

  

Derivatives

which hedge
the net
investments
£m

  Structural
currency
exposures
pre-
economic
hedges
£m
   Economic
hedges
£m
  Remaining
structural
currency
exposures
£m
 
As at 31 December 2017         
USD   27,848    (12,404  (540  14,904    (6,153  8,751 
EUR   2,489    (3     2,486    (2,127  359 
ZAR   8          8       8 
JPY   467    (152  (301  14       14 
Other   2,475       (1,299  1,176       1,176 
Total   33,287    (12,559  (2,140  18,588    (8,280  10,308 
As at 31 December 2016         
USD   29,460    (12,769     16,691    (7,898  8,793 
EUR   2,121    (363     1,758    (2,053  (295
ZAR   3,679       (2,571  1,108       1,108 
JPY   438    (209  (224  5       5 
Other   2,793       (1,318  1,475       1,475 
Total   38,491    (13,341  (4,113  21,037    (9,951  11,086 

The economic hedges primarily represent the USD and EUR preference shares and Additional Tier 1 (AT1) instruments that are held as equity. These are accounted for at historic cost under IFRS and do not qualify as hedges for accounting purposes.

During 2017, total structural currency exposure net of charges for PPI provisions

£1,250m

of charges forhedging instruments decreased by £0.8bn to £10.3bn (2016: £11.1bn). Foreign currency net investments decreased by £5.2bn to £33.3bn (2016: £38.5bn) driven predominantly by the ongoing investigations and litigation relating to Foreign Exchange

85%

decrease in ZAR investments following the partial disposal of the Group’s net reportable operationalinvestment in BAGL and accounting deconsolidation of the remaining holding. The hedges associated with these investments decreased by £2.8bn to £14.7bn (2016: £17.5bn).

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    143


Risk review

Risk performance

Treasury and Capital risk events had– Capital

Pension risk review

The UK Retirement Fund (UKRF) represents approximately 96% (2016: 96%) of the Group’s total retirement benefit obligations globally. As such this risk review section focuses exclusively on the UKRF. The UKRF is closed to new entrants and there is no new final salary benefit being accrued. Existing active members accrue a losscombination of a cash balance benefit and a defined contribution element. Pension risk arises as the market value of £50,000the pension fund assets may decline, investment returns may reduce or lessthe estimated value of the pension liabilities may increase.

See page 347 for more information on how pension risk is managed.

75%Assets

The Trustee Board of the UKRF defines its overall long-term investment strategy with investments across a broad range of asset classes. This results in an appropriate mix of return seeking assets as well as liability matching assets to better match future pension obligations. The main market risks within the asset portfolio are against interest rates and equities. The split of scheme assets is shown within Note 35. The fair value of the UKRF assets was £30.1bn as at 31 December 2017 (2016: £31.8bn).

Liabilities

The UKRF retirement benefit obligations are a series of future cash flows with relatively long duration. On an IAS 19 basis these cash flows are sensitive to changes in the expected long-term price inflation rate (RPI) and the discount rate (AA corporate bond yield curve):

 

An increase in long-term expected inflation corresponds to an increase in liabilities

A decrease in the discount rate corresponds to an increase in liabilities.

Pension risk is generated through the Group’s defined benefit schemes and this risk is set to reduce over time as the main defined benefit scheme is closed to new entrants. The chart below outlines the shape of events are duethe UKRF’s liability cash flow profile as at 31 December 2017 that takes account of the future inflation indexing of payments to external fraudbeneficiaries. The majority of the cash flows (approximately 88%) fall between 0 and 40 years, peaking between 11 and 20 years and reducing thereafter. The shape may vary depending on changes to inflation and longevity expectations and any members who elect to transfer out. Transfers out will bring forward the liability cash flows.

ReductionFor more detail on the UKRF’s financial and demographic assumptions see Note 35 to the financial statements.

 Proportion of liability cash flows

  IAS19 Pension Position in 2017

LOGOLOGO

The graph above shows the UKRF’s net IAS 19 pension position for eachquarter-end for the past two years. The volatility shown by the fluctuation in the numbernet IAS 19 pension position is reflective of recorded incidents occuring during the period.movements observed in the market.

In Q2 2016 the UKRF IAS 19 position deteriorated as the AA discount rate moved lower, driven by both a decrease in long-dated government bond yields as well as a tightening in credit spreads.

During H2 2016 this trend continued driven by the outcome of the EU Referendum in June as well as the Bank of England’s announcement on quantitative easing in August. These events drove significant market moves adversely affecting the UKRF AA discount rate. For example the purposesmarket index IBOXX £-Corp AA yield was 53bps lower between June and September.

Gilt yields reverted higher in the months following September 2016 which was also reflected in a higher AA discount rate. As a result the net IAS 19 position ended 2016 close to zero.

During 2017 the net improvement in the IAS 19 position was largely driven by bank contributions. Changes to market levels, in particular equity prices and interest rates, largely offset each other over the year.

Please see Note 35 for the sensitivity of risk reporting, conduct remediation provisions have been included within this operational risk section.the UKRF to changes in key assumptions.

Conduct risk is a separate principal risk and is covered more fully on pages 180 and 181.

144    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


    

    

    

Risk measurement

In line with Barclays’ risk management framework the assets and liabilities of the UKRF are modelled within a VaR framework to show the volatility of the pension positions on a total portfolio level. This enables the risks, diversification and liability matching characteristics of the UKRF obligations and investments to be adequately captured. VaR is measured and monitored on a monthly basis. Risks are reviewed and reported regularly at forums including the Board Risk Committee, the Group Risk Committee, the Pensions Management Group and the Pension Executive Board. The VaR model takes into account the valuation of the liabilities based on an IAS 19 basis (see Note 35). The Trustee receives quarterly VaR measures on a funding basis.

The pension liability is also sensitive to post-retirement mortality assumptions which are reviewed regularly. See Note 35 for more details.

In addition the impact of pension risk to the Group is taken into account as part of the stress testing process. Stress testing is performed internally on at least an annual basis. The UKRF exposure is also included as part of regulatory stress tests.

Barclays defined benefit pension schemes affects capital in two ways:

An IAS 19 deficit is treated as a liability on the Group’s balance sheet. Movement in a deficit due tore-measurements, including actuarial losses, are recognised immediately through Other Comprehensive Income and as such reduces shareholders’ equity and CET1 capital. An IAS 19 surplus is treated as an asset on the balance sheet and increases shareholders’ equity; however it is deducted for the purposes of determining CET1 capital.

In the Group’s statutory balance sheet an IAS 19 surplus or deficit is partially offset by a deferred tax liability or asset respectively. These may or may not be recognised for calculating CET1 capital depending on the overall deferred tax position of the Group at the particular time.

Pension risk is taken into account in the Pillar 2A capital assessment undertaken by the PRA at least annually. The Pillar 2A requirement forms part of the Group’s overall regulatory minimum requirement for CET1 capital, Tier 1 capital and total capital. More detail on minimum regulatory requirements can be found in the capital risk management section on page 346.

Minimum requirement for own funds and eligible liabilities (MREL)

Under the Bank of England’s statement of policy on MREL, the BoE will set MREL for UK globally systemically important banks(G-SIBs) as necessary to implement the total loss-absorbing capacity (TLAC) standard and institution or group-specific MREL requirements will depend on the preferred resolution strategy for that institution or group.

The MREL requirements will be phased in from 1 January 2019 and will be fully implemented by 1 January 2022, at which timeG-SIBs with resolution entities incorporated in the UK, including Barclays, will be required to meet an MREL equivalent to the higher of (i) two times the sum of its Pillar 1 and Pillar 2A requirements or (ii) the higher of two times its leverage ratio or 6.75% of leverage exposures. However, the PRA will review the MREL calibration by the end of 2020, including assessing the proposal for Pillar 2A recapitalisation which may drive a different 1 January 2022 MREL requirement than currently proposed. In addition, it is proposed that CET1 capital cannot be counted towards both MREL and the combined buffer requirement (CBR), meaning that the CBR will effectively be applied above both the Pillar 1 and Pillar 2A requirements relating to own funds and MREL.

Barclays’ indicative MREL requirement is currently expected to be 29.1% of RWAs from 1 January 2022 consisting of the following components:

Loss absorption and recapitalisation amounts consisting of 8% Pillar 1 and 4.3% Pillar 2A buffers respectively

Regulatory buffers including a 1.5%G-SII buffer, 2.5% Capital Conservation Buffer and 0.5% from the planned introduction of a 1% Countercyclical Capital Buffer for the UKa

MREL position and ratios          
MREL ratios  2017   2016 
Fully loaded CET1 capital   13.3%    12.4% 
Additional tier 1 (AT1) capital instruments and related share premium accounts   2.9%    1.8% 
Tier 2 (T2) capital instruments and related share premium accounts   2.1%    1.0% 
Term senior unsecured funding   6.8%    4.6% 
Total Barclays PLC (the Parent company) MREL ratio   25.0%    19.8% 
Qualifying AT1 capital (including minority interests) issued by subsidiariesb   1.1%    1.5% 
Qualifying T2 capital (including minority interests) issued by subsidiariesb   2.2%    3.0% 
Total MREL ratio on a transitional basis, including eligible Barclays Bank PLC instruments   28.2%    24.2% 
MREL position  £m   £m 
Fully loaded CET1 capital   41,565    45,204 
AT1 capital instruments and related share premium accounts   8,941    6,449 
T2 capital instruments and related share premium accounts   6,472    3,769 
Term senior unsecured funding   21,166    16,785 
Total Barclays PLC (the Parent company) MREL position   78,144    72,207 
Qualifying AT1 capital (including minority interests) issued by subsidiariesb   3,408    5,315 
Qualifying T2 capital (including minority interests) issued by subsidiariesb   6,789    11,109 
Total MREL position on a transitional basis, including eligible Barclays Bank PLC instruments   88,341    88,631 
Total RWAs   313,033    365,649 

Notes

a2022 requirements subject to Bank of England review by the end of 2020.
bIncludes other AT1 capital regulatory adjustments and deductions of £130m (December 2016: £130m) and other T2 capital regulatory adjustments and deductions of £251m (December 2016: £257m).

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    145


Risk review

Risk performance

Treasury and Capital risk – Interest rate risk

Interest rate risk in the banking book

The risk that the firm is exposed to capital or income volatility because of a mismatch between the interest rate exposures of its(non-traded) assets and liabilities.

All disclosures in this section (pages 146 to 148) are unaudited and exclude BAGL unless otherwise stated.

Key metrics

AEaR+£76m
across the Group from a positive 100bps shock in interest rates. The Group maintains access to stable and diverse sources of funding across customer deposits and wholesale debt.

Overview

Thenon-traded market risk framework covers exposures in the banking book, mostly relating to accrual accounted and Available for Sale instruments. The potential volatility of net interest income is measured by an Annual Earnings at Risk (AEaR) metric which is monitored regularly and reported to Senior Management and the BRC as part of the limit monitoring framework.

For further detail on interest rate risk in the banking book governance and framework see pages 347 to 348.

Summary of performance in the period

Annual Earnings at Risk (AEaR), is a key measure of interest rate risk in the banking book (IRRBB). The additional sensitivity measure of a positive 100bps shock was added for 2017, driven by the rise in GBP base rate in November 2017.

 

 

178  |146    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


 

    


Interest rate risk in the banking book

Risk reviewNet interest income sensitivity

The table below shows a sensitivity analysis onpre-tax net interest income fornon-trading financial assets and financial liabilities, including the effect of any hedging. The sensitivity has been measured using the Annual Earnings at Risk (AEaR) methodology as described on page 347. Note that this metric assumes an instantaneous parallel change to interest rate forward curves. The model floors shocked market rates at zero; changes in Net Interest Income (NII) sensitivity are only observed where forward rates are greater than zero. The main model assumptions are: (i) one year time horizon; (ii) balance sheet is held constant; (iii) balances are adjusted for assumed behavioural profiles (e.g. considers that customers may remortgage before the contractual maturity); and (iv) behavioural assumptions are kept unchanged in all rate scenarios.

Net interest income sensitivity (AEaR) by business unita,b,c                  
    Barclays UK
£m
  

Barclays

International
£m

  Barclays
Non-Core
£m
   Total
£m
 
As at 31 December 2017      
+100bps   45   31       76 
+25bps   11   9       20 
-25bps   (61  (22      (83
As at 31 December 2016      
+100bps   19   46   6    71 
+25bps   5   16   1    22 
-25bps   (130  (90      (220

Notes

aExcludes investment banking business.
bExcludes Treasury operations, which are driven by the firm’s investments in the liquidity pool, which are risk managed using value-based risk measures described on pages 342 to 344. Treasury’s NII (AEaR) sensitivity to a +25/-25bps move is £13m / £(2)m respectively.
cExpected fixed rate mortgage pipeline completions in Barclays UK assumed to be consistent with level and timing of pipeline hedging.

NII asymmetry arises due to the current low level of interest rates. Modelled NII sensitivity to a -25bp shock to rates has however reduced year on year as a result of the change in UK base rate increasing from 0.25% to 0.5% in November 2017.

Both Barclays UK and Barclays International exposures to falling rates have reduced as a result of the higher base rate environment and the movement of customer savings rates away from the implicit customer savings market 0% floor.

Net interest income sensitivity (AEaR) by currencya                    
   2017   2016 
As at 31 December 2017  

  +25 basis

points

£m

   

  -25 basis

points

£m

   

  +25 basis

points

£m

   

  -25 basis

points

£m

 
GBP   12    (76   9    (215
USD   1    (1   3    (5
EUR   4    (1   7    1 
Other currencies   3    (5   3    (1
Total   20    (83   22    (220
As percentage of net interest income   0.20%    (0.84%   0.21%    (2.09%

Note

aBarclays UK and Barclays International sensitivity (excluding Investment Banking business and Treasury).

Economic Capital by business unit

Barclays measures somenon-traded market risks using an economic capital (EC) methodology. EC is predominantly calculated using a VaR model using a 99% confidence interval aligning to other regulatory submissions. For more information on definitions of prepayment, recruitment and residual risk, and on how EC is used to manage IRRBB risk, see the treasury and capital risk management section on pages 347 to 348.

Economic Capital by business unit               
    Barclays UK
£m
   

Barclays 

Internationala

£m 

   Total
£m
 
As at 31 December 2017      
Prepayment risk   20    13     33 
Recruitment risk   64        65 
Residual risk   3        6 
Total   87    17     104 
As at 31 December 2016      
Prepayment risk   27        35 
Recruitment risk   18        20 
Residual risk   1    35     36 
Total   46    45     91 

Note

aOnly retail exposures within Barclays International are captured in the measure.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    147


Risk review

Risk performance

Treasury and Capital risk – Interest rate risk

Recruitment risk in Barclays UK has increased by £46m due to higher volumes of pipeline hedging, as a result of increased customer appetite for fixed rate mortgages.

Analysis of equity sensitivity

Equity sensitivity table measures the overall impact of a +/- 25bps movement in interest rates on retained earnings, available for sale and cash flow hedge reserves. This data is captured using DV01 metric which is an indicator of the shift in value for a 1 basis point in the yield curve.

Analysis of equity sensitivity                    
   2017   2016 
As at 31 December  

    +25 basis

points

£m

   

    -25 basis

points

£m

   

    +25 basis

points

£m

   

    -25 basis

points

£m

 
Net interest income   20    (83   22    (220
Taxation effects on the above   (6   25    (7   66 
Effect on profit for the year   14    (58   15    (154
As percentage of net profit after tax   (1.57%   6.52%    0.54%    (5.45%
Effect on profit for the year (per above)   14    (58   15    (154
Available for sale reserve   (164   219    (154   114 
Cash flow hedge reserve   (616   598    (732   692 
Taxation effects on the above   195    (204   222    (202
Effect on equity   (571   555    (649   450 
As percentage of equity   (0.87%   0.84%    (0.91%   0.63% 

As indicated in relation to the net interest income sensitivity table on page 147, the impact of a 25bps movement in rates is largely driven by Barclays UK.

The year on year movement in cash flow hedge reserve sensitivities was driven by structural changes in business activities and related hedging. Movements in the available for sale reserve would impact CRD IV fully loaded CET1 capital, however the movement in the cash flow hedge reserve would not impact CET1 capital.

Volatility of the Available for Sale portfolio in the liquidity pool

Changes in value of Available for Sale exposures flow directly through capital via the Available for Sale reserve. The volatility of the value of the Available for Sale investments in the Liquidity pool is captured and managed through a value measure rather than an earning measure, i.e. theNon-Traded Market Risk VaR.

Although the underlying methodology to calculate thenon-traded VaR is identical to the one used in Traded Management VaR, the two measures are not directly comparable. TheNon-Traded VaR represents the volatility to capital driven by the Available for Sale exposures. These exposures are in the banking book and do not meet the criteria for trading book treatment.

Non-traded Value at Risk (£m)

LOGO

Analysis of volatility of the available for sale portfolio in the liquidity pool 
     2017     2016 
For the year ended 31 December            Average
£m
             High
£m
             Low
£m
             Average
£m
             High
£m
             Low
£m
 
Non-Traded Market Value at Risk (daily, 95%)     36      50      27      40      46      32 

Non-traded VaR shown was mainly driven by volatility of interest rates in developed markets. The increases in late Spring and early Autumn were driven primarily by additional outright interest rate risk exposure taken in the liquidity pool at those times.

148    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk performance

Operational risk

Operational risk

The risk of loss to the firm from inadequate or failed processes or systems, human factors or due to external events (for example, fraud) where the root cause is not due to credit or market risks

All disclosures in this section are unaudited unless otherwise stated.

Key metrics

 

87%

of the Group’s net reportable operational risk events had a loss value of £50k or less

 

Operational risk is defined as any instance where there is a potential or actual impact to the Group resulting from inadequate or failed internal processes, people, systems, or from an external event. The impacts to the Group can be financial, including losses or an unexpected financial gain, as well as non-financial such as customer detriment, reputational or regulatory consequences.75%

 

All disclosures in this section (page 179)

of events by number are unaudited unless otherwise stated

due to external frand

Overview

Operational risks are inherent in all the Group’s business activities and are typical of any large enterprise. Itit is not cost-effectivealways cost effective or possible to attempt to eliminate all operational risks. The Operational Risk Management Framework is therefore focused on identifying operational risks and in any event it would not be possible to do so. Small losses from operational risksconfirming that they are expected to occurassessed and are accepted as part ofmanaged within the normal course of business.Group’s approved risk appetite. More material losses are less frequent and the Group seeks to reduce the likelihood and impact of these in accordance with its risk appetite.

The Operational Principal Risk comprises the following Key Risks: cyber security risk, external suppliers,risks: data management and information, financial reporting, fraud, information, legal, payments process, people, premises and security, taxation,supplier, tax, technology and transaction operations.

For definitions of these key risks see page 104.pages 90 to 91. In order to ensureprovide complete coverage of the potential adverse impacts on the Group arising from operational risk, the operational risk taxonomy extends beyond the operational key risks listed above to cover areas included within conduct, risk.legal and model risks.

This section provides an analysis of the Group’s operational risk profile, including events above the Bank’s reportable threshold, which have had a significantfinancial impact in 2014.2017.

LOGO

For information on conduct risk events

please see page 152.

Summary of performance in the period

During 2014a, there was a reduction in2017, total operational risk losses. Totallosses increased to £309m (2016: £209m) while the number of recorded incidents fell due to a reduction in the number of significant loss events for external fraud and2017 decreased to 2,949 from 3,414 events recorded during the prior year. The loss for the year was primarily driven by events falling within the execution, delivery and process management.management and external fraud categories, with a limited number of high impact events.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    149


Risk review

Risk performance

Operational risk

    

Operational risk events by risk category

% of total risk events by count

 

LOGO

Operational risk losses in 2014 were materially comprised of further provisions for PPI (£1,270m)  and a provision for ongoing investigations and litigation relating to Foreign Exchange (£1,250m).

Operational risk profile

Within operational risk, a high proportion of risk events have a low associated financial cost andwhile a very small proportion of operational risk events will have a material impact on the financial results of the Group. In 2014 85.3%2017, 87% of the Group’s net reportable operational risk events by volume had a loss value of less than £50,000 or less (2013: 81.8%(2016: 86%) and, although this type of event accounted for only 1.6% (2013: 1.8%16% (2016: 22%) of the Group’s total net loss impact.operational risk losses.

The analysis below presents the Group’s operational risk events by Basel event category:

 

¡The proportion of losses by amount within the clients, products and business practices category remains the driver of the operational risk profile at 95.1% (2013: 85.2%) and is heavily impacted by provisions for PPI, and the ongoing investigations and litigation into Foreign Exchange.

¡ Execution, deliveryDelivery and process managementProcess Management impacts reducedincreased to 2.9% (2013: 10.3%£222m (2016: £165m) and accounted for 72% (2016: 69%). These of overall operational risk losses. The events in this category are typical of the banking industry as a whole where high volumes of transactions are processed on a daily basis. These are often fully or partially recovered, resultingThe increase in low value net losses.impact was largely driven by a limited number of events with higher loss values.

 

¡ External fraud (75.0%)Fraud is the category with the highest frequency of events (75% of total events in 2017, up from 71% in prior year) where high volume, low value events are also consistent with industry experience, driven by debit and credit card fraud. The proportionThese accounted for 20% of overall operational risk losses in 2017, slightly down compared to 25% for prior year.

Business Disruption impacts increased to £24m, accounting for 8% of total operational risk losses in 2017, mainly driven by a few events of this type has increased although the actual volume has in fact decreased; this is due to the greater reduction inwith significant impacts. Overall the volume of execution, deliveryevents in this category remained low and process management events.decreased from 2016.

The Group’s operational risk profile is informed bybottom-up risk assessments undertaken by each business unit andtop-down qualitative review from the Operational Risk & Control Committee.Management for each risk type. External fraudFraud and technologyTechnology are highlighted as key operational risk exposures. External fraud has increased drivenThe operational risk profile is also informed by the highera number of fraud events, particularly in credit card portfolios,risk themes: execution, resilience, cyber and business growth, whereas for technology theredata. These represent threats to the Group but have scope which extends across multiple risk types, and therefore require a risk management approach which is an ongoing programme of work to improve controls, through efficiencyintegrated within relevant risk and automation, and a focus on infrastructure resilience. Cyber security riskcontrol frameworks.

Investment continues to be an area of attention givenmade in new and enhanced fraud prevention systems and tools to combat the increasing sophisticationlevel of fraud attempts being made and scope of potential cyber-attack. Risks to technologyminimise any disruption to genuine transactions. Fraud remains an industry wide threat and the Group continues to work closely with external partners on various prevention initiatives. Technology, resilience and cyber security changerisks evolve rapidly and require so the Group maintains

continued focus and investment.investment in the control environment to manage these risks, and actively partners with peers and relevant organisations to understand and disrupt threats originating outside the Group.

For further information see Risk Management section (pages 104-105)

LOGO

For further information, see operational

risk management section (pages 90 to 91).

Operational risk events by risk category

% of total risk events by count

LOGO

Operational risk events by risk category

% of total risk events by value

 

LOGO

LOGO

Note

aDuring 2014 the Group moved itsThe data disclosed includes operational risk reporting oflosses for reportable events to align with the financial(excluding BAGL) having an impact of³ £10,000 and excludes events that are conduct or legal risk, aggregate and boundary events. A boundary event is an operational risk event that results in a credit risk impact. Due to the event rather than being based on datenature of sign-off in the system of record. 2013 figures have been re-stated on this basis and duerisk events that continue to timing difference between date of financial impact and recording of events some movement ofevolve, prior year events will be expected.

|  179


Risk reviewlosses are updated.

Risk performance

Conduct and reputation risk

Analysis of conduct and reputation risk

Conduct Risk is the risk that detriment is caused to our customers, clients, counterparties or Barclays because of inappropriate judgement in the execution of our business activities.

Reputation Risk is the risk of damage to Barclays’ brand arising from any association, action or inaction which is perceived by stakeholders to be inappropriate or unethical.

This section details Barclays’ conduct and reputation risk profile and provides information on the key 2014 risk events and risk mitigation actions Barclays has taken. These risks were deemed Principal Risks in 2013 to increase management focus and strengthen governance.

5.3/10 on the Conduct Reputation

Balanced Scorecard Measure

Driven by:

¡Focussing on conduct and reputation to ensure we provide suitable products and services for customers and clients

¡Embedding conduct risk in our strategy setting and decision making processes

¡Improving our focus on customer outcomes and putting customers and market integrity at the heart of our business

¡Learning lessons from the past and attempting to improve management of conduct risk in the future

 

 

        

 

 

180  |150    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 



Risk review

Risk performance

Conduct and reputationModel risk

 

 

Conduct Model risk is the risk that detriment is caused to our customers, clients, counterparties or Barclays because of inappropriate judgement in the execution of our business activities.

 

The risk of the potential adverse consequences from financial assessments or decisions based on incorrect or misused model outputs and reports.

 

All disclosures in this section (page 181) are unaudited unless otherwise statedstated.

Conduct

Overview

Model risk is a focal area of management and the Board. It is an important component of regulators’ assessment of Barclays’ risk management capabilities. Models are used to support a broad range of business and risk management activities, including informing business decisions and strategies, measuring and limiting risks, valuing exposures, conducting stress testing, assessing capital adequacy, supporting new business acceptance and risk/reward evaluation, managing client assets, or meeting reporting requirements.

Doing the right thing in the right way and providing suitable products and services for customers and clients is central to Barclays’ wider strategy of being the Go-To bank. Barclays is committed to Group-wide changes to business practices, governance and mindset and behaviours so that good customer outcomes and protecting market integrity are integral to the way Barclays operates.

As part of the Transform initiatives, the Conduct Risk Programme has been leading this change across the Group. Conduct Risk was re-categorised as a Principal Risk in 2013 and is supported by seven Key Risk Frameworks (KRF) which were issued during 2014. The KRF articulate expectations for achieving good customer outcomes and protecting market integrity.

Summary of performance in the period

The Principal Risk framework for model risk was established in 2016. In 2017, the framework was enhanced and embedded further in the organisation by:

Strengthening of the Group-wide Model Risk Management (MRM) framework, policy and associated standards, validation templates and procedures.

Enhancement of Board oversight of model risk, through the establishment of a model risk tolerance framework and periodic updates to the Board on the progress of the MRM implementation.

Improved collection and attestation of the Group’s global inventory of models.

Reporting metrics on policy adherence and breaches.
Enhancement of model development and model identification processes, with the areas of model ownership throughout the firm establishing their own model control functions.

In addition to the governance outlined above, which details how new models are validated and existing models are internally controlled and assessed, models have been classified based on their materiality (the level of reliance placed on the model output for decision making or reporting), and their complexity. A strengthened programme of review and validation for such material models commenced during 2017. In 2018, model risk governance will be broadened beyond the quantitative models of the firm to include “non-modelled methods” covering certain material decision making and capital planning functions of the firm, such as the primary stress testing programmes and impairment estimations.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    151


Risk review

Risk performance

Conduct risk

Conduct risk

The risk of detriment to customers, clients, market integrity, competition or Barclays from the inappropriate supply of financial services, including instances of wilful or negligent misconduct

 All disclosures in this section are unaudited unless otherwise stated.

Overview

Barclays strives to create and maintain mutually beneficial long-term relationships with its customers and clients. This means taking personal accountability for understanding their needs and providing them with products and services that meet those needs appropriately and help them manage their financial affairs.

As a transatlantic consumer, corporate and investment bank, Barclays also plays a critical role in promoting fair, open and transparent markets, as well as fostering shared growth for all. This means abiding by standards that in many cases are higher than those set by the laws and regulations that apply to the Group.

In 2017, aligned with the revised Enterprise Risk Management Framework (ERMF), the oversight of financial crime was transferred to conduct risk from operational risk.

Summary of performance in the period

Barclays is committed to continuing to drive the right culture throughout all levels of the organisation. Barclays will continue to enhance effective management of conduct risk and appropriately consider the relevant tools, governance and management information in decision making processes. Focus on management of conduct risk is ongoing and the Group Dashboards are a key component of this.

The Group continues to mature as businesses become more adeptreview the role and impact of conduct issues in the remuneration process at consideringboth the individual and business level.

Businesses have continued to assess the potential customer, client and market impacts of strategic change and structural reform. As part of the 2017 Medium-Term Planning Process, material conduct risks within their existing business modelsassociated with strategic and as part of strategy development. financial plans were assessed.

Throughout 20142017, conduct risks were raised by businesses for consideration by the Board Conduct, Operational and Reputation Risk Committee (BCORR)(RepCo). These include conduct risks associated with business growth strategies, the expansion of digital propositions, increasing cyber crime and the restructure of the bank, including exiting markets and migrating customers. BCORR hasRepCo reviewed the risks raised and whether the managementmanagement’s proposed actions proposed arewere appropriate to ensure conductmitigate the risks were effectively managed. The Committee also reviewed the natureeffectively. RepCo received regular updates with regards to key risks and scope of the conduct risk training providedissues including those relating to staffstructural reform and its suitability for supporting the cultural change Barclays is undertaking.regulatory change.

In 2014, all businesses undertook conduct risk assessments to evaluate how strategy and business models could generate conduct risks for customers and markets and to identify actions that should be taken.

Increasing the awareness of all staff of the importance of good customer outcomes and protecting market integrity has been a priority. During 2014, over 95% of Barclays staff successfully completed e-learning and there have been a number of business specific training and awareness events.

As a result of increased awareness and early consideration of conduct risk in the business, a number of actions have been taken to improve customer outcomes including:

¡Outcomes for clients impacted by the creation of BNC;

¡The overdraft charges on UK current accounts have been revised, with increased clarity on terms and pricing, providing customers with greater control over their borrowing and a reduction in Barclays’ revenues from unauthorised borrowing;

¡A new UK mortgage product was not launched because of potential conduct risks; and

¡A fixed-rate lending product was created for SME customers; this was a simplified product with transparent risks and benefits and fair pricing, including appropriate controls on marketing and sales.

Whilst the above actions seek to reduce the future levels of conduct risk where appropriate, Barclays is also looking to put things right with regard to its historic transactions with customers. During 2014 Barclays incepted redress programmes for customers including:

¡Remediating customers where paperwork was not correct under the Consumer Credit Act;

¡Barclays will be apologising and making refunds to some business customers, where a fixed interest rate was charged beyond the set fixed rate period, where this fixed rate exceeded the floating rate that customers could have been charged; and

¡A redress agreement with Affinion International Ltd and 11 banks and card issuers, including Barclays, to compensate customers for issues identified with the way that a feature of the card security product was sold to customers. Notifications to affected customers commenced in January 2015.

The Group continued to incur the significant costs of conduct matters and additional charges of £1,513m were recognised for customer redress including £1,270m for the cost of PPI remediation. Barclays also continues to be partyin relation to litigation and conduct matters, please refer to Note 29 Legal, competition and regulatory actions involving claimants who consider that inappropriate conduct by the Group has caused damage. Investigations in respect of various conduct issues related to FX remain ongoingmatters and related class actions have been filed in US Courts. As at 31 December 2014 a provision of £1,250m has been recognisedNote 27 Provisions for certain aspects of ongoing investigations involving certain authoritiesfurther detail. Costs include customer redress and litigation relating to Foreign Exchange. Details in respect of the status of such investigationsremediation, as well as fines and related litigation matters are included in the Legal, Competition and Regulatory Matters note on page275.settlements. Resolution of these matters remains a necessary and important part of delivering the Group’s strategy butand an ongoing commitment to improve oversight of culture and conduct.

The Board and Senior Management received Group Dashboards setting out key indicators in relation to conduct, culture, citizenship and complaints. These continue to be evolved and enhanced to allow effective oversight and decision making. Barclays has operated at the overall set tolerance for conduct risk throughout 2017. The tolerance is assessed by the business through Key Indicators which are aggregated and provide an overall rating which is reported to the RepCo as part of the Conduct Dashboard.

Barclays remained focused on the continuous improvements being made to manage risk effectively, with an emphasis on enhancing governance and management information to help identify risks at earlier stages.

152    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Risk review

Risk performance

Reputation risk

Reputation risk

The risk that an action, transaction, investment or event will reduce trust in the firm’s integrity and competence by clients, counterparties, investors, regulators, employees or the public.

   All disclosures in this section are unaudited unless otherwise stated.

Overview

Reputation risk wasre-designated as a Principal Risk under Barclays’ Enterprise Risk Management Framework with effect from

January 2017.

Reputation risk may arise from any business decision or activity. It may also arise as a result of issues and incidents relevant to other Principal Risks, in particular othernon-financial risks e.g. conduct or operational risk. Reputation risks and issues are identified via regular information gathering from within the business and from external stakeholders.

Some risks and issues are specific to Barclays, whilst others are also relevant to the banking sector more generally.

Barclays has set tolerances for reputation risk, which take into account the risks arising from specific events or decisions and longer term strategic themes. The primary responsibility for managing reputation risk lies with each business and function, where there are early signs that weprocesses in place to identify, assess and manage reputation risks and issues.

There are driving better outcomescircumstances, however, where it is necessary to escalate to Group level the evaluation of the reputation risk associated with particular decisions beyond an individual, business or function. The GRC is the most senior executive body responsible for customers from a more thoughtful considerationreviewing and monitoring the effectiveness of our customers’ needs.Barclays’ management of reputation risk.

Conduct Reputation measure

To aid monitoring progressSummary of performance in the period

Barclays is committed to identifying reputation risks and issues as early as possible and managing them appropriately. Throughout 2017, reputation risks and issues were overseen by the Board Reputation Committee (RepCo), which reviews the processes and policies by which Barclays identifies and manages reputation risk.

RepCo reviewed risks raised by the businesses and considered whether management’s proposed actions, for example attaching conditions to proposed client transactions or increased engagement with impacted stakeholders, were appropriate to mitigate the risks effectively. RepCo also received regular updates with regard to key reputation risks and issues, including: legacy conduct issues; Barclays’ association with sensitive sectors; cyber and data security; fraud and scams that could impact Barclays customers and the resilience of key Barclays systems and processes.

In 2017, the central reputation management team received 581 referrals from across the businesses (625 referrals in 2016) for consideration. These referrals covered a variety of conduct, a ‘Conduct Reputation’ measure is included within the Balance Scorecard. sectors including, but not limited to, defence, fossil fuels and mining.

As part of Barclays 2017 Medium Term Planning process, material reputation risks associated with strategic and financial plans were also assessed.

The conduct measure is developed through a conduct and reputation survey, undertaken by YouGov, across a range of respondents including business and political stakeholders, the media, NGOs, charities and other opinion formers across key geographies (UK, Europe, Africa, the US and Asia). Barclays’ 2014 mean score remained stable at 5.3 (2013: 5.2) with minor improvement in all five componentseffectiveness of the Index (which are: delivering value for money for customers/clients; can be trusted; treat staff well at all levels of the business; have high quality productssupporting governance arrangements and services; and operate openly and transparently). Progress towards the 2018 target of 6.5 is slower than desired asmanagement information, including the impact of legacy issues act as a dragother Principal Risks on Barclays’ reputation, were reviewed by the benefit of actionsBoard and senior management during 2017. Following this, RepCo requested certain refinements to improve management of conduct.

reputation risk reporting and processes, which are in progress.

 

 

 |  181Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    153


Risk review

Risk performance

Legal risk

    

 

 Legal risk

The risk of loss or imposition of penalties, damages or fines from the failure of the firm to meet its legal obligations including regulatory or contractual requirements.

All disclosures in this section are unaudited unless otherwise stated.

 

ReputationOverview

The Group conducts diverse activities in a highly regulated global market and therefore is exposed to the risk is defined as damageof loss or imposition of penalties, damages, fines, sanctions and other legal outcomes relating to Barclays’ brand arising from any association, actiona failure to meet its legal obligations in the conduct of its business. Legal risk encompasses the failure of the Group to appropriately escalate or inaction which is perceivedmanage contractual arrangements, litigation, intellectual property, competition/anti-trust issues, use of law firms and its contact with regulators. The multitude of laws and regulations pertaining to the Group’s activities across the globe are by stakeholders tonature dynamic resulting in a level of legal risk that cannot be inappropriate or unethical.

All disclosures in this section (pages 182-183) are unaudited unless otherwise stated

Reputation risk

Throughavoided. A Legal Risk Management Framework (LRMF) prescribes the Transform initiative, Barclays has developed formal governancerequirements for identification, escalation, measurement and standards around reputationmanagement of legal risk to ensure thatsupport effective risk management across the Group is able to manage and mitigate related risks proactively and on an informed basis.Group.

The Reputation Key Risk Framework outlines the processes and actions required of the business. These include regular and forward looking reviews of current and emerging reputation risks so that a topical and comprehensive reputation risk profile of the organisation can be maintained. The external reputation environment is monitored via “horizon scanning” and validated via stakeholder dialogue conducted across a broad range of opinion formers. This process identifies priority themes and issues that stakeholders consider are impacting, or are likely to impact, the reputation of Barclays and our peers.

Summary of performance in the period

In 2017, Barclays remained focused on continuous improvements to manage legal risk effectively, with an emphasis on enhancing governance to help identify risks at earlier stages and escalate as appropriate.

This is supported by the LRMF which includes legal risk tolerances, key indicators and governance. The LRMF is supported by legal risk policies and associated standards covering six areas of identified legal risk and mandatory minimum control requirements. For further information, see legal risk management on page 95. Legal risk policies and tolerances were reviewed and enhanced during 2017 to reflect the LRMF.

Business and functions have progressed implementing the requirements outlined in the LRMF within their areas, including strengthening evaluation and monitoring of their legal risk profile. Mandatory training in relation to legal risk was rolled out across the Group in Q4 2017.

The following key themes were consistently identified during the 2014 horizon scanningLegal Function organisation and stakeholder dialoguecoverage model aligns expertise to businesses, functions, products, activities and were reported to the Group Reputation Committee.

Litigation, investigations and culture change

Ongoing concerns about incidences of past conduct, corporate culture and litigation and regulatory investigations in the banking sector

Failure to act in accordance with rules and regulations, has a cumulative damaging impact on Barclays’ and the banking sector’s reputation and licence to operate. Barclays’ brandgeographic locations. It continues to be adversely affected by newprovide legal support, oversight and ongoing investigations into instances of past conduct. These reinforce negative stakeholder perceptions and impair the Bank’s ability to rebuild trust. They also detract from the positive impact achieved by transformative workchallenge across the bankorganisation, including advising on appropriate identification, management and escalation of legal risk and potential legal outcomes aligned to deliver cultural and behavioural change.

Living Barclays’ values is at the heart of this transformation. It is critical to the successother Principal Risks. A legal risk oversight committee, as part of the Transform plan that stakeholders are confident that Barclays’ acts with honestyLegal Executive Committee, meets on a quarterly basis to oversee, challenge and integrity. Where there is wrongdoing onmonitor legal risk across the part of individuals, the values require remedial actionGroup.

Overall, in 2017 significant progress has been made to be quickly and decisively taken and, when there is a case to answer with regulators, responsibility and sanctions are accepted and lessons are learnt.

During 2014, following investigations:

¡The Group was fined by the FCA for breaches of its rules in relation to certain systems and controls relating to the Gold Fixing

¡Barclays was fined for breaching rules governing the protection of clients’ custody assets

¡Several banks have reached settlements with the FCA and the US Commodity Futures Trading Commission (CFTC) with respect to Foreign Exchange trading. The Group is continuing to engage with our regulators and authorities with the objective of achieving a resolution in due course

Transparency

A demand for greater transparency and openness in bank decision-making generally

Operating openly and transparently is widely acknowledged as one of the most important reputation drivers for business. The Group is committed to being an open and transparent organisation and continues to work towards this long-term goal. The following examples demonstrate steps taken in 2014:

¡The Balanced Scorecard approach was cascaded down throughout the organisation. It is integral to how individual and business performance is assessed and rewarded and the Group reports on progress annually so that stakeholders can hold the bank to account

¡Barclays published a Country Snapshot Report in response to the Europe-wide CRD IV requirement to disclose 2013 turnover and employee numbers for all countries of operation. Barclays also adopted early the additional requirements to publish data on profit, tax paid and subsidies received in each country alongside a brief explanation of the business undertaken

¡To aid transparency in the Group’s engagement with policymakers, responses to government consultations and associated position papers are now published on the Group website

¡Barclays fully implemented the Enhanced Disclosure Task Force (EDTF) 32 recommendations for improving bankimplement legal risk disclosures

¡Barclays won the inaugural Building Public Trust Award for corporate governance. The Building Public Trust Awards were created by PwC and the judges considered the Group’s reporting combined technical excellence with an unusual level of insight and described openly how governance is being applied to previously problematic areas

Remuneration

Ongoing concerns around executive remuneration

Remuneration levels continued to be a source of reputation risk in 2014 from the broader banking sector and Barclays’ own perspectives. The Group is committed to paying at levels required to attract and retain good people, while not paying more than we judge to be necessary, and to delivering a greater share of income generated to shareholders. See the Remuneration Report (page 46) for further information.

Climate change

Concerns that the finance sector should take more account of climate change impacts (positive and negative) in investment and lending decisions

The impact of climate change is an important long-term environmental and societal issue of widespread public, political and corporate concern. It is a source of risk, including reputational risk, evidenced by the interest of a range of stakeholder groups in the environmental and social risk criteria considered by banks when providing financial services to environmentally sensitive clients and sectors.

Banks also play a pivotal role in enabling the flow of capital towards climate change mitigation and adaptation. Green Bonds continued to grow as a waynew Principal Risk across the Group. As the LRMF matures, Barclays will continue to strengthen and embed consistent Group-wide processes to support management and monitoring of financing environmental projectslegal risk as well as drive continued education to support proactive identification and during 2014 Barclays:

¡Was a signatory to the Green Bond Principles and also launched the Green Bond Index in partnership with MSCI Inc

¡Has been an active underwriter on a variety of Green Bond transactions for corporate, supranational and municipal issuers

¡Has supported the sector by committing to invest a minimum of £1bn in Green Bonds by November 2015 to form part of our liquid asset buffer

escalation of legal risk issues.

 

 

182  |154    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Risk review

Risk performance

Conduct and reputation risk

Reputation tracking

In 2013 the Group commissioned YouGov, an independent market research agency, to undertake a broad ranging and comprehensive global corporate reputation tracking study. This survey generates a number of key ‘dashboard measures’ for the Group of which favourability (towards named banks) is the primary measure. Understanding of the Group’s reputation is used in wide-ranging applications from supporting corporate communications planning to measuring performance in key areas and benchmarking the Group’s reputation against peers. The surveys are conducted with critical opinion formers (including politicians, media, business and NGOs) across key geographies (UK, Europe, Africa, the US and Asia).

Favourability towards Barclays:

Barclays favourability score 2013/2014

LOGO

(Source: YouGov Barclays’ reputation tracker)

Mean score

LOGO

Operates openly and transparently

 |  183


Risk review

Supervision and regulation

    

    

 

Supervision of the Group

The Group’s operations, including its overseas offices,branches, subsidiaries and associates, are subject to a significant bodylarge number of rules and regulations that are a condition for authorisationauthorisations to conduct banking and financial services business.business in each of the jurisdictions in which the Group operates. These apply to business operations, affectimpact financial returns and include reservecapital, leverage and liquidity requirements, authorisation, registration and reporting requirements, and prudential andrestrictions on certain activities, conduct of business regulations.regulations and many others. These requirements are set in legislation and by the relevant central banks and regulatory authorities that authorise, regulate and supervise the Group in the jurisdictions in which it operates. TheOften, the requirements may reflect global standards developed by amongst others,international bodies such as the G20, the Basel Committee on Banking Supervision (BCBS), the International Organisation of Securities Commissions (lOSCO) and the International OrganizationFinancial Stability Board (FSB). Various bodies, such as central banks and self-regulatory organisations, also create voluntary Codes of Securities Commissions. TheyConduct which affect the way the Group does business.

Regulatory developments impact the Group globally. We focus particularly on EU, UK and US regulation due to the location of Barclays’ principal areas of business. Regulations elsewhere may also reflect requirements imposed directlyhave a significant impact on Barclays due to the location of its branches, subsidiaries and, in some cases, clients. For more information on the risks related to supervision and regulation of the Group, including regulatory change, please see the Risk Factor entitled ‘Regulatory Change agenda and impact on Business Model’ on page 80.

Supervision in the EU

Financial regulation in the UK is to a significant degree shaped and influenced by or derived from, EU legislation. This provides the structure of the European Single Market, an important feature of which is the framework for the regulation of authorised firms in the EU. This framework is designed to enable a credit institution or investment firm authorised in one EU member state to conduct banking or investment business in another member state through the establishment of branches or by the provision of services on a cross-border basis without the need for local authorisation. Barclays’ operations in Europe are authorised and regulated by a combination of both home and host regulators. The impact of the UK’s departure from the EU in this respect and, more broadly, its impact on the UK domestic regulatory framework, is yet to be determined.

In the UK, the Bank of England (BoE) has responsibility for monitoring the UK financial system as a whole.whole, including by way of conducting annual stress tests on UK banks. Theday-to-day regulation and supervision of the Group is divided between the Prudential Regulation Authority (PRA) – which is established as part(a division of the Bank of England –BoE) and the Financial Conduct Authority (FCA).

In addition, the Financial Policy Committee (FPC) of the Bank of EnglandBoE has significant influence on the prudential requirements that may be imposed on the banking system through its powers of direction and recommendation. The FPC has direction powers over sectoral capital requirements which it can set in relation to exposures to specific sectors judged to pose a risk to the financial system as a whole. The government has also proposed to make the FPC responsible for the Basel III countercyclical capital buffer, introduced in the EU under the Capital Requirements Directive and Regulation (collectively known as CRD IV).

The Financial Services and Markets Act 2000 (as amended)(FSMA) remains the principal statute under which financial institutions are regulated in the UK. Barclays Bank PLC is authorised under FSMA to carry on a range of regulated activities within the UK. It is alsoand Barclays Bank UK PLC are authorised and subject to solo and consolidated prudential supervision by the PRA and subject to conduct regulation and supervision by the FCA. Barclays is also subject to prudential supervision by the PRA on a Group consolidated basis. Barclays Bank UK PLC’s authorisation is subject to restrictions on activities expected to be lifted prior to April 2018. Barclays Services Limited is an appointed representative of Barclays Bank PLC and Clydesdale Financial Services Limited (the principals). This status enables Barclays Services Limited to undertake activities which would otherwise require authorisation, with the principals assuming regulatory responsibility for the conduct of Barclays Services Limited as their appointed representative. Barclays Bank PLC’s German, French and Italian branches are also subject to direct supervision by the European Central Bank (ECB). Barclays Bank Ireland PLC, which is licensed as a credit institution by the Central Bank of Ireland, has submitted an application for an extension of its current licence to support the Group’s ability to provide services to EU clients after Brexit.

In its role as supervisor, the PRA seeks to maintain the safety and soundness of financial institutions with the aim of strengthening, but not guaranteeing, the protection of customers and the financial system. The PRA’s continuing supervision of financial institutions is conducted through a variety of regulatory tools, including the collection of information by way of prudential returns, reports obtained from skilled persons, visits to firms and regular meetings with management to discuss issues such as performance, risk management, conduct and culture and strategy.

The regulation and supervision of market conduct matters is the responsibility of the FCA. FCAThe FCA’s regulation of the UK firms in the Group is carried out through a combination of continuous assessment, over rolling two-year periods; regular thematic work and project work based on the FCA’s sector assessments, which analyse the different areas of the market and the risks that may lie ahead; and responding to crystallised risks, seeking to ensure remediation as appropriate.

Global regulatory developments

The regulatory change generated by the financial crisis is having and will continue to have a substantial impact on all financial institutions. Regulatory change is being pursued at a number of levels; globally notably through the G20, Financial Stability Board (FSB) and Basel Committee on Banking Supervision (BCBS), regionally through the European Union and nationally, especially in the UK and US. Further changes to prudential requirements and further refinements to the definitions of capital and liquid assets may affect the Group’s planned activities and could increase costs and contribute to adverse impacts on the Group’s earnings. Similarly, increased requirements in relation to capital markets activities and to market conduct requirements may affect the Group’s planned activities and could increase costs and thereby contribute to adverse impacts on the Group’s earnings.

The programme of reform of the global regulatory framework that was agreed by G20 Heads of Government in April 2009 has continued to be taken forward during 2014.ahead.

The FSB has been designated by the G20 as the body responsible for co-ordinating the delivery of the global reform programme in relation to the financial services industry. It has focused particularly on the risks posed by systemically important financial institutions. In 2011, G20 Heads of Government adopted FSB proposals to reform the regulation of globally systematically important financial institutions (G-SIFIs). A key element of this programme is that G-SIFIs should be capable of being resolved without recourse to taxpayer support. Barclays has been designated a G-SIFI by the FSB. G-SIFIs will be subject to a number of requirements, including additional loss absorption capacity above that required by Basel III standards (see below). The surcharges rise in increments from 1% to 2.5% of risk-weighted assets (with an empty category of 3.5% for institutions that increase the extent of the systemic risk they pose which is intended to discourage institutions from developing their business in a way that heightens their systemic nature). This additional buffer must be met with common equity.

In its November 2014 list of G-SIFIs, the FSB confirmed Barclays position in a category that will require it to meet a 2% surcharge. The additional loss absorbency requirements will apply to those financial institutions identified in November 2014 as globally systemically important and will be phased in starting from January 2016, with full implementation by January 2019. G-SIFIs must also meet the higher supervisory expectations for data aggregation capabilities by January 2016. In the EU the requirements for a systemic risk buffer will be implemented through the CRD.

The BCBS issued the final guidelines on Basel III capital and liquidity standards in June 2011, with revisions to counterparty credit risk in July and November 2011. Regulatory liquidity revisions were agreed in January 2013 to the definitions of high quality liquid assets and net cash outflows for the purpose of calculating the Liquidity Coverage Ratio, as well as establishing a timetable for phasing-in the standard from January 2016. Amendments to the Basel III leverage ratio and liquidity frameworks were issued in January 2014. The requirements of Basel III as a whole are subject to a number of transitional provisions that run to the end of 2018. The Group is, however, primarily subject to the EU’s implementation of the Basel III standard through CRD IV (see below).

The BCBS also maintains a number of active workstreams that will affect the Group. These include a fundamental review of the trading book where a second consultation on enhanced capital standards was issued in October 2013 and further work on large exposures. The Committee also continues to focus on the consistency of risk weighting of assets and explaining the variations between banks. The final standard for measuring and controlling large exposures were published by the Basel Committee in April 2014 to take effect in 2019. Also in April 2014, the Basel Committee published the final standard for calculating regulatory capital for banks’ exposure to central counterparties (CCPs). In conjunction with the International Organization of Securities Commissions, the BCBS issued enhanced standards for margin requirements for non-centrally cleared derivatives in September 2013. The BCBS also issued risk management guidelines related to anti-money laundering and terrorist financing in January 2014. In October 2014, the BCBS published a consultation on a revised standardised approach for measuring operational risk.

In November 2014 the FSB issued a consultative document which set out its proposals to enhance the loss-absorbing capacity of global systemically important banks (GSIBs), such that there is sufficient loss absorbing and recapitalisation capacity available in resolution to implement an orderly resolution which minimises the impact on financial stability, ensures the continuity of critical functions and avoids exposing taxpayers to losses. The FSB proposes to achieve this by setting a new minimum requirement for “total loss absorbing capacity” (TLAC). A specific minimum amount of TLAC of between 16% and 20% of a GSIB’s risk-weighted assets and at least twice the Basel III Tier 1 leverage ratio would have to be met. The proposal states that GSIBs will not be expected to meet TLAC requirements before 1 January 2019. Comments on the consultative document were due in February 2015, and the FSB is expected to finalize its proposal in 2015.

184  |


Risk review

Supervision and regulation

Also in November 2014 Barclays adhered to a protocol which was developed by the International Swaps and Derivatives Association (ISDA) in coordination with the FSB to support cross-border resolution and reduce systemic risk. By adhering to this protocol Barclays is able, in ISDA Master Agreements and related credit support agreements entered into with other adherents, to opt in to different resolution regimes such that cross-default and direct default rights that would otherwise arise under the terms of such agreements would be stayed temporarily (and in some circumstances overridden) on the resolution of one of the parties.

European Union developments

The EU continues to develop its regulatory structure in response to the financial and Eurozone crises. At the December 2012 meeting of EU Finance Ministers it was agreed to establish a single supervisory mechanism within the Eurozone. The European Central Bank (ECB) has had responsibility for the supervision of the most significant credit institutions, financial holding companies or mixed financial holding companies within the Eurozone since November 2014. The ECB may extend its supervision to institutions of significant relevance that have established subsidiaries in more than one participating member state and with significant cross-border assets or liabilities.

Notwithstanding the new responsibilities of the ECB, the European Banking Authority (EBA), along with the other European Supervisory Authorities, remains charged with the development of a single rulebook for the EU as a whole and with enhancing co-operation between national supervisory authorities. The European Securities Markets Authority (ESMA) has a similar role in relation to the capital markets and to banks and other firms doing investment and capital markets business. The progressive reduction of national discretion on the part of national regulatory authorities within the EU may lead to the elimination of prudential arrangements that have been agreed with those authorities. This may serve to increase or decrease the amount of capital and other resources that the Group is required to hold. The overall effect is not clear and may only become evident over a number of years. The EBA and ESMA each have the power to mediate between and override national authorities under certain circumstances. Responsibility for day to day supervision remains with national authorities and for banks, like the Group, that are incorporated in countries that will not participate in the single supervisory mechanism, is expected to remain so.

Basel III and (from 2016) the capital surcharge for systemic institutions have been implemented in the EU by CRD IV. The provisions of CRD IV either entered into force automatically on, or had to be implemented in member states by, 1 January 2014. Much of the ongoing implementation is expected to be done through binding technical standards being developed by the EBA, that are intended to ensure a harmonised application of rules through the EU which are still largely in the process of being developed and adopted.

A significant addition to the EU legislative framework for financial institutions has been the Bank Recovery and Resolution Directive (BRRD) which establishes a framework for the recovery and resolution of EU credit institutions and investment firms. The BRRD is intended to implement many of the requirements of the FSB’s “Key Attributes of Effective Resolution Regimes for Financial Institutions”. The BRRD was formally passed into EU law in April 2014. All of the provisions of the BRRD had to be implemented in the law of EU Member States by 1 January 2015 except for those relating to bail-in which will have to be implemented in Member States by 1 January 2016.

As implemented, the BRRD gives resolution authorities powers to intervene in and resolve a financial institution that is no longer viable, including through the transfers of business and, when implemented in relevant member states, creditor financed recapitalisation (bail-in within resolution) that allocates losses to shareholders and unsecured and uninsured creditors in their order of seniority, at a regulator determined point of non-viability that may precede insolvency. The concept of bail-in will affect the rights of senior unsecured creditors subject to any bail-in in the event of a resolution of a failing bank.

The BRRD also stipulates that firms will need a minimum percentage of liabilities in a form that allows them to be subject to bail-in (which will have to be co-ordinated with the FSB’s TLAC proposals mentioned above). The BRRD also requires the development of recovery and resolution plans at group and firm level. The BRRD sets out a harmonised set of resolution tools across the EU, including the power to impose a temporary stay on the rights of creditors to terminate, accelerate or close out contracts. There are also significant funding implications for financial institutions, which include the establishment of pre-funded resolution funds of 1% of covered deposits to be built up over 10 years, although the proposal also envisages that national deposit guarantee schemes may be able to fulfil this function (see directly below).

The Directive on Deposit Guarantee Schemes was recast and replaced by a new directive which has been in force since July 2014. The directive provides that national deposit guarantee schemes should be pre-funded, with the funds to be raised over a number of years. This would be a significant change for UK banks where levies are currently raised as needed after failure. The funds of national deposit guarantee scheme are to total 0.8% of the covered deposits of its members by the date 10 years after the entry into force of the recast directive.

In relation to both resolution funds and the funds required by the Directive on Deposit Guarantee Schemes, there may be scope for the UK to use the Bank Levy to meet pre-funding obligations, although whether this will happen and the manner in which this might operate remains unclear.

In October 2012, a group of experts set up by the European Commission to consider possible reform of the structure of the EU banking sector presented its report. Among other things, the group recommended the mandatory separation of proprietary trading and other high-risk trading activities from other banking activities. The European Commission issued proposals to implement these recommendations in January 2014. These proposals would apply to G-SIFIs and envisage, amongst other things: (i) a ban on proprietary trading in financial instruments and commodities; (ii) giving supervisors the power and, in certain instances, the obligation to require the transfer of other trading activities deemed to be “high risk” to separate legal trading entities within the group; and (iii) rules on the economic, legal, governance, and operational links between the separated trading entity and the rest of the banking group. Contemporaneously, the European Commission also adopted proposals to enhance the transparency of shadow banking, especially in relation to securities financing transactions. These proposals have still yet to be considered formally by the European Parliament and by the Council. Their impact, if they are adopted, remains to be determined.

The European Market Infrastructure Regulation (EMIR) has introduced new requirements to improve transparency and reduce the risks associated with the derivatives market. These requirements have come into force progressively through 2013 and 2014, although some requirements are still to be brought in. When it is fully in force, EMIR will require entities that enter into any form of derivative contract, including interest rate, foreign exchange, equity, credit and commodity derivatives; to report specified details of every derivative contract that they enter to a trade repository; implement new risk management standards for all bilateral over-the-counter derivatives trades that are not cleared by a central counterparty; and clear, through a central counterparty, over-the-counter derivatives that are subject to a mandatory clearing obligation. EMIR has potential operational and financial impacts on the Group, including collateral requirements. Lower capital requirements for cleared trades are only available if the central counterparty through which the trade is cleared is recognised as a ‘qualifying central counterparty’ which has been authorised or recognised under EMIR (in accordance with binding technical standards).

|  185


Risk review

Proposals to amend the Markets in Financial Instruments Directive (known as MiFID II) were agreed in January 2014. These amendments take the form of a directive and a regulation, and will affect many of the investment markets in which the Group operates and the instruments in which it trades, and how it transacts with market counterparties and other customers. Changes to the MiFID regime include the introduction of a new type of trading venue (the organised trading facility), to capture non-equity trading that falls outside the current regime. Investor protections have been strengthened, and new curbs imposed on high frequency and commodity trading. Pre-and post-trade transparency has been increased, and a new regime for third country firms introduced. The changes also include new requirements for non-discriminatory access to trading venues, central counterparties, and benchmarks, and harmonised supervisory powers and sanctions across the EU. Implementation is not expected until late 2016 and many of the provisions of MiFID II and its accompanying regulation will be implemented by means of technical standards to be drafted by ESMA. Some of the impacts on the Group will not be clear until these technical standards have been adopted.

Structural reform of banking groups

In addition to providing for the bail-in stabilisation power referred to above, the Banking Reform Act requires, amongst other things: (i) the separation of the retail and SME deposit-taking activities of UK banks in the UK and branches of UK banks in the European Economic Area (EEA) into a legally distinct, operationally separate and economically independent entity, which will not be permitted to undertake a range of activities (so called ring-fencing); (ii) the increase of the loss-absorbing capacity of ring-fenced banks and UK headquartered global systemically important banks to levels higher than required under CRD IV and (iii) preference to deposits protected under the Financial Services Compensation Scheme if a bank enters insolvency.

The Banking Reform Act also implements key recommendations of the Parliamentary Commission on Banking Standards. Recommendations that have been implemented include: (i) the establishment of a reserve power for the PRA to enforce full separation of UK banks under certain circumstances; (ii) the creation of a “senior managers” regime for senior individuals in the banking and investment banking sectors to ensure better accountability for decisions made; (iii) the establishment of a criminal offence of causing a financial institution to fail; and (iv) the establishment of a regulator for payment systems.

The Banking Reform Act is primarily an enabling statute which provides HM Treasury with the requisite powers to implement the policy underlying the legislation through secondary legislation. Secondary legislation relating to the ring-fencing of banks has now been passed. Parts of the secondary legislation became effective on 1 January 2015 and the rest will come into effect on 1 January 2019 by which date UK banks will be required to be compliant with the structural reform requirements.

Regulation in the United Kingdom

Recent developments in banking law and regulation in the UK have been dominated by legislation designed to ring-fence the retail and SME deposit-taking business of large banks. The content and the impact of this legislation are outlined above. The Banking Reform Act put in place a framework for this ring-fencing and secondary legislation passed in 2014 elaborated on the operation and application of the ring-fence. It is expected that rules will be consulted on and made by the PRA and FCA during 2015 and 2016 which will further determine how ring-fenced banks will be permitted to operate.

In addition to, and complementing an EU-wide stress testing exercise conducted on a sample of EU banks by the EBA, and in response to recommendations from the FPC, the Bank of England conducted a variant of the EU-wide stress test in 2014. The ‘UK variant’ test explored particular UK macroeconomic vulnerabilities facing the UK banking system. Key parameters of the test – including the design of the UK elements of the stress scenario – were designed by the Bank of England and approved by the FPC and the PRA. Also responding to an FPC recommendation, the Bank of England and PRA have developed an approach to annual stress testing of the UK banking system and the individual institutions within it. The first such exercise took place in 2014.

Both the PRA and the FCA have continued to develop and apply a more assertive approach to supervision and the application of existing standards. This may include application of standards that either anticipate or go beyond requirements established by global or EU standards, whether in relation to capital, leverage and liquidity, resolvability and resolution ofor matters of conduct. In December 2013, the PRA published its requirements to implement the new European capital regime, clarifying key policy issues that affect the minimum level of Common Equity Tier 1 (CET1) capital which banks need to maintain. The PRA has required banks to meet a 4.5% Pillar 1 CET1 requirement since 1 January 2015, which is up from 4% in 2014. Similarly, the required Pillar 1 Tier 1 capital ratio has been 6% since 1 January 2015, an increase from the previous level of 5.5%. The PRA has also required UK banks to bring CET1 in line with the end-point definition from 1 January 2014 rather than benefiting from transitional arrangements. Additionally, the PRA has expected eight major UK banks and building societies including Barclays, to meet a 7% CET1 capital ratio and a 3% Tier 1 leverage ratio (after taking into account adjustments to risk-weighted assets and CET1 capital deemed necessary by the PRA) since 1 January 2014, except where – as in the case for Barclays – the PRA has agreed a plan with the firm to meet the standards over a longer time frame. Barclays agreed with the PRA that it would meet this requirement by end-June 2014 at the latest and now meets this requirement.

The FCA has retained an approach to enforcement based on credible deterrence that has continued to seeseen significant growth in the size of regulatory fines. The approach appears to be trending towards a more US model of enforcement including vigorous enforcement of criminal and regulatory breaches, heightened fines and proposed measures related to increased corporate criminal liability.

The FCA has focused strongly on conduct risk and on customer outcomes and will continue to do so. This has included a focus on the design and operation of products, the behaviour of customers and the operation of markets. This may impactaffect both the incidence of conduct costs and increase the cost of remediation. On 1 April 2014

The FCA and the FCA took over the regulation of consumer creditPRA have also increasingly focused on individual accountability within firms. This focus is reflected in the UK. This is likelySenior Managers and Certification Regime (the SMCR) which came into force in 2016. The SMCR, which implements the recommendations in the final report of the Parliamentary Commission on Banking Standards relating to lead toindividual accountability in banks, imposes a regulatory regime for consumer credit which is considerably more intensiveapproval, accountability and intrusive than was the case when consumer credit was regulated by the Office of Fair Trading.

In June 2014 the Fair and Effective Markets Review was established by the Chancellor of the Exchequer. The aim of this review will be to conduct a forward-looking assessment of the way wholesale financial markets operate, and propose solutions in order to restore trust in those markets in the wake of a number of recent high profile abuses, and to influence the international debate on trading practices. In connection with the review, a consultation was launched in October 2014 examining what needs to be done to reinforce confidence in the fairness and effectiveness of the Fixed Income, Currency and Commodities markets. Representatives from the PRA, the Bank of England, the FCA and HM Treasury are taking part in the review and the final recommendations are due to be presented in June 2015.

In July 2014 the FCA consulted on new accountability mechanisms for individuals working in banks, including the introduction of a new “Senior Managers Regime” (aimed at a limited number of individuals with senior management responsibilities within a firm) and a “Certification Regime” (aimed at assessing and monitoring the fitness and propriety framework in respect of senior or key individuals within relevant firms.

The UK Serious Fraud Office (SFO) has played an active role in recent years in investigating and prosecuting complex fraud, bribery and corruption. If, as a wider rangeresult of employees whoan investigation, the SFO determines that it has sufficient evidence to support a realistic prospect of conviction, and to prosecute would be in the public interest, the SFO may bring forward a prosecution. Alternatively, the SFO may consider using a Deferred Prosecution Agreement (DPA). DPAs, which were introduced in February 2014, are judicially supervised agreements between the SFO and organisations that could pose a risk of significant harm tobe prosecuted whereby the firm or any of its customers). This representsSFO suspends prosecution while the implementation of recommendations madeorganisation in question complies with conditions imposed on it by the Parliamentary Committee on Banking Standards in this area.DPA, such as the payment of fines.

 

 

186  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    155


Risk review

Supervision and regulation

Supervision in the US

Barclays’ US activities and operations are subject to umbrella supervision by the Board of Governors of the Federal Reserve System (FRB), as well as additional supervision, requirements and restrictions imposed by other federal and state regulators. Barclays PLC, Barclays Bank PLC and their US branches and subsidiaries are subject to a comprehensive regulatory framework involving numerous statutes, rules and regulations, including the International Banking Act of 1978, the Bank Holding Company Act of 1956 (BHC Act), the USA PATRIOT Act of 2001, the Commodity Exchange Act, the federal securities laws, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (DFA), which comprehensively amended the regulation of financial institutions in the US in response to the financial crisis, including by amending the other aforementioned statutes. ln some cases, US requirements may impose restrictions on Barclays’ global activities in addition to its activities in the US.

Barclays PLC and Barclays Bank PLC, along with Barclays US LLC (BUSL), Barclays’top-tier US holding company that holds substantially all of Barclays’ US subsidiaries and assets (including Barclays Capital Inc. and Barclays Bank Delaware) are regulated as bank holding companies (BHCs) by the FRB. BUSL is subject to requirements that are similar to those applicable to large US domestic bank holding companies, including in respect of capital adequacy, capital planning and stress testing (including FRBnon-objection to proposed capital distributions), risk management and governance, liquidity, leverage limits and financial regulatory reporting. Barclays Bank PLC’s US branches are also subject to enhanced prudential supervision requirements relating to, among others, liquidity and risk management.

Because the BHC Act generally restricts the activities of BHCs to banking and activities closely related to banking, Barclays PLC, Barclays Bank PLC and BUSL have elected to be treated as financial holding companies under the BHC Act. Financial holding company status allows these entities to engage in a variety of financial and related activities, directly or through subsidiaries, including underwriting, dealing and making markets in securities. Failure to maintain financial holding company status could result in increasingly stringent penalties and ultimately, in the closure or cessation of certain operations in the US. To qualify as a financial holding company, Barclays PLC and Barclays Bank PLC, as foreign banking organisations and BHCs, and BUSL, as a BHC, must maintain certain regulatory capital ratios above minimum requirements and must be deemed to be “well managed” for U.S. bank regulatory purposes. In addition, any US depository institution subsidiaries of the foreign banking organisation or BHC must also maintain certain regulatory capital ratios above minimum requirements and be deemed to be “well managed” and must have at least a “satisfactory” rating under the Community Reinvestment Act of 1977.

In addition to umbrella oversight by the FRB (and applicable Federal Reserve Banks), certain of Barclays’ branches and subsidiaries are regulated by additional authorities based on the location or activities of those entities. The New York and Florida branches of Barclays Bank PLC are subject to extensive supervision and regulation by, as applicable, the New York State Department of Financial Services (NYSDFS) and the Florida Office of Financial Regulation. Barclays Bank Delaware, a Delaware chartered commercial bank, is subject to supervision and regulation by the Delaware Office of the State Bank Commissioner. The deposits of Barclays Bank Delaware are insured by the Federal Deposit Insurance Corporation (FDIC) pursuant to the Federal Deposit Insurance Act, which also provides for FDIC supervisory authority over Barclays Bank Delaware and requires that Barclays PLC, Barclays Bank PLC and BUSL act as a source of strength for the insured bank. This could, among other things, require these entities to inject capital into Barclays Bank Delaware if it fails to meet applicable regulatory capital requirements.

Barclays’ US securities broker/dealer and investment banking operations, primarily conducted through Barclays Capital Inc., are also subject to ongoing supervision and regulation by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and other government agencies and self-regulatory organisations (SROs) as part of a comprehensive scheme of regulation of all aspects of the securities and commodities business under US federal and state securities laws.

Similarly, Barclays’ US commodity futures, commodity options and swaps-related and client clearing operations are subject to ongoing supervision and regulation by the Commodity Futures Trading Commission (CFTC), the National Futures Association and other SROs. Barclays Bank PLC is also prudentially regulated as a swaps dealer so is subject to the FRB swaps rules with respect to margin and capital requirements.

Barclays’ US retail and consumer activities, including the US credit card operations of Barclays Bank Delaware, are subject to direct supervision and regulation by the Consumer Financial Protection Bureau (CFPB). The CFPB has the authority to examine and take enforcement action related to compliance with federal laws and regulations regarding the provision of consumer financial services and the prohibition of ‘unfair, deceptive or abusive acts and practices’.

Supervision in Asia Pacific

Barclays’ operations in Asia Pacific are supervised and regulated by a broad range of national regulators including: the Japan Financial Services Agency, the Bank of Japan, the Hong Kong Monetary Authority, the Hong Kong Securities and Futures Commission, the Monetary Authority of Singapore, the Reserve Bank of India, the Securities and Exchange Board of India and the People’s Bank of China, China’s State Administration of Foreign Exchange and the China Banking Regulatory Commission. Such supervision and regulation extends to activities conducted through branches of Barclays Bank PLC in the Asia Pacific region as well as subsidiaries of the Group.

Global regulatory developments

Regulatory change continues to affect all large financial institutions. Such change emanates from global institutions such as the G20, FSB, IOSCO and BCBS, the EU regionally, and national regulators, especially in the UK and US. The level of regulatory and supervisory uncertainty faced by the Group and the financial markets more broadly continues to remain elevated in our primary markets. In the EU, the legislative and regulatory bodies have been implementing, and continue to propose, multiple financial regulatory reforms, and the conditions of the UK’s eventual exit from the EU remain unclear, so the extent to which the UK will continue to follow EU legislation after Brexit remains unclear. In the US, the financial regulatory environment continues to evolve due to political developments and the ongoing implementation of regulations arising from the DFA. Furthermore, the application of various regional rules on a cross-border basis increases regulatory complexity for global financial institutions. For more information, please see the Risk Factor entitled ‘Regulatory Change agenda and impact on Business Model’ on page 80.

The programme of reform of the global regulatory framework previously agreed by G20 Heads of Government in April 2009 has continued to be taken forward throughout 2017. The G20 continues to monitor emerging risks and vulnerabilities in the financial system and has stated that it will take action to address them if necessary.

The FSB has been designated by the G20 as the body responsible forco-ordinating the delivery of the global reform programme in relation to the financial services industry. It has focused particularly on the risks posed by systemically important financial institutions. In 2011, G20 Heads of Government adopted FSB proposals to reform the regulation of global systemically important financial institutions (G-SIFls), including global systemically important banks(G-SIBs), such as Barclays. In December 2017, the BCBS finalised ‘Basel III’ (the BCBS international regulatory framework for banks), with the majority of the December 2017 changes expected to be implemented by 1 January 2022, including by regulators in many jurisdictions where Barclays operates.

156    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


ResolutionFinancial regulatory framework

Financial services regulation can broadly be categorised as follows: (a) prudential regulation, which aims to promote safety and soundness of financial institutions and reduce risk in the financial system; (b) recovery and resolution, a key aspect of which is to ensure that G-SIFls are capable of being resolved without recourse to taxpayer support and minimising market disruption; (c) structural reform and the Volcker rule; (d) market infrastructure regulation, aimed at enhancing client protection, financial stability and market integrity; and (e) conduct, culture and other regulation.

(a) Prudential regulation

Certain Basel III standards were implemented in EU law through the Capital Requirements Directive IV (CRD IV), which came into effect in 2014 and included new or enhanced requirements for the quality and quantity of capital, liquidity and leverage. Beyond the minimum standards required by CRD IV, the PRA has expected Barclays, in common with other major UK banks and building societies, to meet a 7% Common Equity Tier 1 (CET1) ratio at the level of the consolidated group since 1 January 2016.

G-SIBs are subject to a number of additional prudential requirements, including the requirement to hold additional loss absorbing capacity and additional capital buffers above the level required by Basel III standards. The level ofG-SIB buffer is set by the FSB according to a bank’s systemic importance and can range from 1% to 3.5% of risk weighted assets. TheG-SIB buffer must be met with common equity.

In November 2017, the FSB published an update to its list ofG-SIBs, maintaining the 1.5%G-SIB buffer that applies to Barclays. The additionalG-SIB buffer has been phased in from January 2016, from whenG-SIBs were required to meet 25% of their designated buffer. This increased to 50% in 2017, 75% in 2018 and will increase to 100% in January 2019. Barclays is also subject to, among other buffers, a countercyclical capital buffer (CCyB) based on rates determined by the regulatory authorities in each jurisdiction in which Barclays maintains exposures. These rates may vary in either direction. On 27 June 2017, the FPC raised the UK CCyB rate from 0% to 0.5% with binding effect from 27 June 2018. In November 2017, the FPC raised the UK CCyB rate from 0.5% to 1% with binding effect from 28 November 2018. In May 2016, the FPC set out a framework for determining a systemic risk buffer (SRB) for ring-fenced bodies and large building societies (SRB Firms). The SRB is a firm-specific buffer, that is designed to increase the capacity of SRB Firms to absorb stress, and which must be met solely with CET1. The framework set out by the PRA, which sets SRB at rates between 0% and 3% of risk weighted assets, will apply from 1 January 2019.

In January 2016, the BCBS endorsed a new market risk framework, including rules made as a result of its “fundamental review of the trading book” (FRTB). The implementation of this framework has now been delayed, with the BCBS setting an expected implementation date of 1 January 2022 to allow for a review of the calibration of the framework.

The BCBS’s finalisation of Basel III, noted above, among other things, eliminated model-based approaches for certain categories of risk weighted assets (RWAs) (for example, operational risk RWAs, CVA volatility and credit risk RWAs for equity exposures), revised the standardised approach’s risk weights for a variety of exposure categories, replaced the four current approaches for operational risk (including the advanced measurement approach) with a single standardised measurement approach, established 72.5% of standardised approach RWAs for exposure categories as a floor for RWAs calculated under advanced approaches (referred to as the “output floor”), and forG-SIBs introduced a leverage ratio buffer in an amount equal to 50% of the applicableG-SIB buffer used for RWA purposes (meaning, for Barclays, a leverage ratio buffer of 0.75%). The majority of the final Basel III changes are expected to be implemented commencing 1 January 2022, with a five-yearphase-in period for the output floor.

The BCBS has also published final standards on the securitisation framework and interest rate risk in the banking groupsbook and guidelines onstep-in risk. The final standards for measuring and controlling large exposures were published by the BCBS in April 2014 to take effect in 2019. In November 2016, the European Commission adopted a proposal (commonly referred to as CRD V) to begin the legislative process for introducing these standards within the EU. These proposals, if implemented in their current form, would, among other things, implement FRTB by overhauling existing rules relating to standardised and advanced market risk and the rules governing the inclusion of positions in the regulatory trading book. The proposals would also enhance rules for counterparty credit risk, in line with BCBS proposals finalised in 2014, strengthen requirements relating to leverage and large exposures and introduce a net stable funding ratio (NSFR), requiring banks to fund their assets with stable sources of funds. CRD V also proposes to require that where (i) two or more credit institutions or investment firms established in the EU have a common parent undertaking established outside the EU and (ii) the group has been identified as aG-SIB or has entities in the EU (whether subsidiaries or branches) with total assets of at least30 billion, the group must establish an intermediate parent undertaking, authorised and established in, and subject to the supervision of, an EU member state.

IFRS 9 (an accounting standard that covers accounting for financial instruments), which was adopted into EU law by the European Commission in November 2016, came into force on 1 January 2018. In October 2016, the BCBS issued two documents on the treatment of accounting provisions in the regulatory framework, to take account of the future move to expected credit loss provisioning under IFRS and Financial Accounting Standards Board (FASB) standards. One paper considered transitional arrangements to phase in the immediate capital impact of the new provisioning standards, while the other discussed more fundamental changes to the recognition of provisions in regulatory capital and changes to the risk weighting framework. The BCBS then published an interim approach (including transitional arrangements) on 29 March 2017, retaining the current regulatory treatment of provisions under the Basel framework for an interim period and proposing to consider more thoroughly the longer term regulatory treatment of provisions. On 28 December 2017, an EU Regulation came into force to provide transitional arrangements for mitigating the impact of the introduction of IFRS 9, in large part, on CET1 capital arising from the expected credit loss accounting measures set out in IFRS 9. The Regulation has applied since 1 January 2018.

In the US, BUSL and Barclays Bank PLC’s US branches are subject to enhanced prudential supervision requirements as required by the DFA and described above in “Supervision in the US”.

In addition to prudential regulations already promulgated under the DFA, the FRB has issued proposed regulations for NSFR implementation. The NSFR, as proposed by the FRB, would apply to US bank holding companies with more than $250bn in total assets or $10bn or more inon-balance sheet foreign exposures, including BUSL, and consolidated depositary institution subsidiaries of such banking organisations with more than $10bn in assets, including Barclays Bank Delaware. Under the proposed rule, such entities would be required to maintain a minimum level of available stable funding that equals or exceeds the amount of required stable funding over aone-year period. Although the proposal provides for an effective date of 1 January 2018, the FRB has not finalised its NSFR proposal and the schedule for finalisation is uncertain.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    157


Risk review

Supervision and regulation

Stress testing

The Group and certain of its members are subject to supervisory stress testing exercises in a number of jurisdictions. These exercises currently include the annual stress testing programmes of the BoE, the FDIC and the FRB and the biannual stress testing programme of the EBA. These exercises are designed to assess the resilience of banks to adverse economic or financial developments and ensure that they have robust, forward-looking capital planning processes that account for the risks associated with their business profile. Assessment by regulators is on both a quantitative and qualitative basis, the latter focusing on the Group’s data provision, stress testing capability and internal management processes and controls. Failure to meet requirements of regulatory stress tests, or the failure by regulators to approve the stress test results and capital plans of the Group or its members subject to these exercises, could result in the Group or certain of its members being required to enhance its capital position or limit capital distributions, to any external holders of its equity or capital or within the Group.

In the US, certain financial institution intermediate holding companies formed in 2016, including BUSL, were not required to participate in the FRB’s Comprehensive Capital Analysis and Review (CCAR) process in 2017. These firms, however, were required under the FRB’s capital plan rule to submit a capital plan to the FRB that was subject to a confidential review process based on the assessment criteria in the capital plan rule. These capital plans were not subject to the FRB’s quantitative assessment - which evaluates a firm’s ability to meet its capital requirements under stress - under CCAR or supervisory stress testing in 2017.

(b) Recovery and Resolution

Stabilisation and resolution framework

An important component of the EU legislative framework is the 2014 Bank Recovery and Resolution Directive (BRRD) which establishes a framework for the recovery and resolution of EU credit institutions and investment firms. The UK implemented the BRRD through the Bank Recovery and Resolution Order 2014, which amended the Banking Act 2009 (the Banking Act) providesand the Financial Services and Markets Act 2000 (FSMA), and the Banks and Building Societies (Depositor Preference and Priorities) Order 2014, which amended the Insolvency Act 1986 (among other insolvency legislation).

Under the Banking Act, UK resolution authorities are empowered to intervene in and resolve a regimeUK financial institution that is no longer viable. Pursuant to allowthese laws, the Bank of England (or, in certain circumstances, HM Treasury) to resolve failing banks in the UK, inBoE (in consultation with the PRA and HM Treasury as appropriate. Under the Banking Act the Bank of Englandappropriate) has several stabilisation options where a banking institution is given powers to:failing or likely to fail: (i) make share transfer instruments pursuant to whichsome or all or some of the securities issued by a UKor business of the bank may be transferred to a commercial purchaser; and (ii) the power to transfer allsome or someall of the property, rights and liabilities of a UKthe bank to a commercial purchaser or a ‘bridge bank’, which is a company wholly owned by the BankBoE or to a commercial purchaser; (iii) transfer the impaired or problem assets to an asset management vehicle to allow them to be managed over time; (iv) cancel or reduce certain liabilities of England. In addition, under the Banking Act HM Treasury is giveninstitution or convert liabilities to equity to absorb losses and recapitalise the power to take a bankinstitution and (v) transfer the banking institution into temporary public ownershipownership. In addition, the BoE may apply for a court insolvency order in order to wind up or liquidate the institution or to put the institution into special administration. When exercising any of its stabilisation powers, the BoE must generally provide that shareholders bear first losses, followed by making onecreditors in accordance with the priority of their claims under normal insolvency proceedings.

In order to enable the exercise of its stabilisation powers, the BoE may impose a temporary stay on the rights of creditors to terminate, accelerate or more share transfer ordersclose out contracts, and in which the transferee is a nominee of HM Treasury or a company wholly owned by HM Treasury. A share transfer instrument or share transfer order can extend to a wide range of securities including shares and bonds issued by a UK bank (including Barclays Bank PLC) or its holding company (Barclays PLC) and warrants for such shares and bonds. Certain of these powers also extend to companies within the same group as a UK bank.

The Banking Act also gives the authorities powerssome cases to override events of default or termination rights that might otherwise be invoked as a result of the exercise of thea resolution powers. The Banking Act powers apply regardless of any contractual restrictions and compensation that may be payable in the context of both share transfer orders and property appropriation.

The resolution powers described above have recently been supplemented with a ‘bail-in’ power introduced under the Banking Reform Act. This power allows for the cancellation or modification of one or more liabilities (with the exception of ‘excluded liabilities’). Excluded liabilities include (amongst other things): deposits protected under a deposit insurance scheme, secured liabilities (to the extent that they are secured), client assets and assets with an original maturity of less than seven days which are owed to a credit institution or investment firm. The Bank of England’s new bail-in powers were brought into force with effect from 1 January 2015. Measures specifying the minimum amount of liabilities eligible for bail-in which a bank must hold will come into effect in 2016. From 20 February 2015 UK banks and their parents will be required to include in debt instruments, issued by them under the law of a non-EEA country, terms under which the relevant creditor recognises that the liability is subject to the exercise of bail-in powers by the Bank of England. Similar terms will be required in contracts governing other liabilities of UK banks and their parents if those liabilities are governed by the law of a non-EEA country, are not excluded liabilities underaction. In addition, the Banking Act 2009 and are issued, entered into or arise after 31 December 2015.

The Banking Act also gives the Bank of EnglandBoE the power to override, vary, or impose conditions or contractual obligations between a UK bank, its holding company and its group undertakings, in order to enable any transferee or successor bank to operate effectively after any of the resolution tools have been applied. There is also power for HM Treasury to amend the law (excluding provisions made by or under the Banking Act) for the purpose of enabling it to use theits powers under this regime powers effectively, potentially with retrospective effect.

The Financial Services Act 2010, amongst other things, requires the UK regulators to make rules about remuneration and to require regulated firms to have a remuneration policy that is consistent with effective risk management. The Banking Act also amended FSMApowers apply regardless of any contractual restrictions and compensation that may be payable.

In July 2016, the PRA issued final rules on ensuring operational continuity in resolution. The rules will apply from 1 January 2019 and will require banks to ensure that their operational structures facilitate effective recovery and resolution planning and the continued provision of functions critical to the economy in a resolution scenario.

In November 2016, the European Commission proposed a package of amendments to the BRRD, including the introduction of two new moratorium tools. On 28 December 2017, an EU directive came into force harmonising the priority ranking of unsecured debt instruments under national insolvency laws. EU member states are required to transpose the directive into national law by 29 December 2018.

The BoE’s preferred approach for the resolution of the Group is abail-in strategy with a single point of entry at Barclays PLC. Under such a strategy, Barclays PLC’s subsidiaries would remain operational while Barclays PLC’s eligible liabilities would be written down or converted to equity in order to recapitalise the Group and allow for the FCAcontinued provision of services and operations throughout the resolution.

While regulators in many jurisdictions have indicated a preference for single point of entry resolution, additional resolution or bankruptcy provisions may apply to make rules requiring firmscertain of Barclays Bank PLC’s subsidiaries or branches. In the US, Title II of the DFA established the Orderly Liquidation Authority, a regime for orderly liquidation of systemically important financial institutions, which could apply to operateBUSL. Specifically, when a collective consumer redress schemesystemically important financial institution is in default or danger of default, the FDIC may be appointed receiver under the Orderly Liquidation Authority instead of the institution being resolved through a voluntary or involuntary proceeding under the US Bankruptcy Code. In certain circumstances, including insolvency, violations of law and unsafe business practices, the licensing authorities of each US branch of Barclays Bank PLC and of Barclays Bank Delaware have the authority to dealtake possession of the business and property of the applicable Barclays entity they license or to revoke or suspend such licence. Specific resolution regimes may apply to certain Barclays entities or branches in other jurisdictions in which Barclays does business.

TLAC and MREL

The BRRD requires competent authorities to impose a ‘Minimum Requirement for own funds and Eligible Liabilities’ (‘MREL’) on financial institutions to facilitate their orderly resolution without broader financial disruption or recourse to public funds. Following the finalisation of the BRRD, in November 2015, the FSB finalised its proposals to enhance the loss absorbing capacity ofG-SIBs to ensure that there is sufficient loss absorbing and recapitalisation capacity available in resolution to implement an orderly resolution which minimises the impact on financial stability, ensures the continuity of critical functions and avoids exposing taxpayers to losses. To this end, the FSB has set a new minimum requirement for ‘total loss absorbing capacity’ (TLAC). As the TLAC standard requires a certain amount of those loss absorbing resources to be committed to subsidiaries orsub-groups that are located in host jurisdictions and deemed material for the resolution of theG-SIB as a whole, the FSB published guiding principles on internal TLAC on 6 July 2017. These provide guidance on the size and composition of the internal TLAC requirement, cooperation and co-ordination between home and host authorities and the trigger mechanism for internal TLAC.

158    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


The EU has proposed to implement the TLAC standard (including internal TLAC) via the MREL requirement and the European Commission has proposed amendments in its CRD V proposal to achieve this. As the proposals remain in draft, it is uncertain what the final requirements and timing will be. Under the BoE’s statement of policy on MREL, the BoE will set MREL for UKG-SIBs as necessary to implement the TLAC standard and institution or group-specific MREL requirements will depend on the preferred resolution strategy for that institution or group. The MREL requirements will be phased in from 1 January 2019 and will be fully implemented by 1 January 2022, at which timeG-SIBs with cases of widespread failure by regulated firmsresolution entities incorporated in the UK, including Barclays, will be required to meet an MREL equivalent to the higher of (i) two times the sum of its Pillar 1 and Pillar 2A requirements or (ii) the higher of two times its leverage ratio or 6.75% of leverage exposures. However, the PRA will review the MREL calibration by the end of 2020, including assessing the proposal for Pillar 2A recapitalisation which may drive a different 1 January 2022 MREL requirement than currently proposed. In addition, it is proposed that CET1 capital cannot be counted towards both MREL and the combined buffer requirement (CBR), meaning that the CBR will effectively be applied above both the Pillar 1 and Pillar 2A requirements relating to own funds and MREL.

In October 2016, the BCBS published its final standard on the prudential treatment of banks’ investments in TLAC instruments issued by other institutions, confirming that internationally active banks (bothG-SIBs andnon-G-SIBs) must deduct their holdings of TLAC instruments that do not otherwise qualify as regulatory requirements,capital from their own Tier 2 capital. Where the investing bank owns less than 10% of the issuing bank’s common shares, TLAC holdings are to be deducted from Tier 2 capital only to the extent that they exceed 10% of the investing bank’s common equity (or 5% fornon-regulatory capital TLAC holdings); below this threshold, holdings would instead be subjected to risk-weighting.G-SIBsmay only apply risk-weighting tonon-regulatory capital TLAC holdings by the 5% threshold where those holdings are in the trading book and are sold within 30 business days.

In December 2016, the FRB issued final regulations for TLAC, which apply to BUSL. The FRB’s final TLAC rule, while generally following the FSB term sheet, contains a number of provisions that are more restrictive. For example, the FRB’s TLAC rule includes provisions that require BUSL (the Barclays IHC) to have created consumer detriment.(i) a specified outstanding amount of eligible long-term debt, (ii) a specified outstanding amount of TLAC (consisting of common and preferred equity regulatory capital plus eligible long-term debt), and (iii) a specified common equity buffer. In addition, the FRB’s TLAC rule would prohibit BUSL, for so long as the Group’s overall resolution plan treats BUSL as anon-resolution entity, from issuing TLAC to entities other than the Group and itsnon-US subsidiaries.

Bank Levy

The BRRD requires EU member states to establish apre-funded resolution financing arrangement with funding equal to 1% of covered deposits by 31 December 2024 to cover the costs of bank resolutions. Where the amount of suchpre-funding is insufficient, the BRRD requires that EU member states raise subsequent contributions. The UK government raises bothpre-funded and subsequent contributions that would be required were thepre-funded contributions not to cover costs or other expenses incurred by use of the resolution funds by way of a tax on the balance sheets of banks known as the “Bank Levy”.

Recovery and Resolution Planning

The PRA has made rules that require authorised firms to draw up recovery plans and resolution packs.packs, as required by the BRRD. Recovery plans are designed to outline credible recovery actions that authorised firms could implement in the event of severe stress in order to restore their business to a stable and sustainable condition. The resolution pack contains detailed information on the authorised firm in question which will be used to develop resolution strategies for that firm, assess its current level of resolvability against the strategy, and to inform work on identifying barriers to the implementation of operational resolution plans.

In the UK, recovery and resolution planning (RRP) work is considered part of continuing supervision. Removal of potential impediments to an orderly resolution of the Group or one or more of its subsidiaries is considered as part of the BoE’s and PRA’s supervisory strategy for each firm, and the PRA can require firms to make significant changes in order to enhance resolvability. Barclays currently provides the PRA with a recovery plan annually and with a resolution pack every other year.

In addition to establishing the FPC, PRA and FCA,US, Title I of the Financial Services Act 2012 amongst other things clarifies responsibilities between HM TreasuryDFA and the Bankimplementing regulations issued by the FRB and the FDIC require each bank holding company with assets of EnglandUS $50 billion or more, including Barclays, to prepare and submit annually a plan for the orderly resolution of subsidiaries and operations in the event of afuture material financial crisis by givingdistress or failure. Barclays’ next submission will be due on 1 July 2018.

Similar requirements (which include powers for competent authorities to adopt resolution measures) are in force or expected to come into force imminently in various other jurisdictions, which will affect the Chancellor of the Exchequer powers to direct the Bank of England where public funds are at risk and there is a serious threat to financial stability. The Financial Services Act 2012 also establishes the objectives and accountabilities of the FPC, PRA and FCA; amends the conditions which need to be met by a firm before it can be authorised; gives the FPC, PRA and FCA additional powers, including powers of direction over unregulated parent undertakings (such as Barclays PLC) where this is necessary to ensure effective consolidated supervision of the Group; and a power for the FCA to make temporary product intervention rules for a maximum period of six months, if necessary without consultation. The Financial Services Act 2013 also created a new criminal offence relatingGroup to the making ofextent it has operations in a false or misleading statement, orrelevant jurisdiction.

(c) Structural reform and the creation of a false or misleading impression,Volcker rule

Recent developments in connection with the setting of a benchmark.

Compensation schemes

Banks, insurance companiesbanking law and other financial institutions in the UK are subject to a single compensation scheme (the Financial Services Compensation Scheme – FSCS) which operates when an authorised firm is unable or is likely to be unable to meet claims made against it by its customers because of its financial circumstances. Most deposits made with branches of Barclays Bank PLC within the EEA are covered by the FSCS. Most claims made in respect of investment business will also be protected claims if the business was carried on from the UK or from a branch of the bank or investment firm in another EEA member state. The FSCS is funded by levies on authorised UK firms such as Barclays Bank PLC. In the event that the FSCS raises those funds more frequently or significantly increases the levies to be paid by firms, the associated costs to the Group may have a material impact on the Group’s results.

Influence of European legislation

Financial regulation in the UK ishave included legislation designed to ring-fence the retail and smaller business deposit-taking businesses of large banks. The Financial Services (Banking Reform) Act 2013 put in place a significant degree shapedframework for this ring-fencing and influenced by EU legislation. This providessecondary legislation passed in 2014 elaborated on the structureoperation and application of the European Single Market, an important feature of which isring-fence. Ring-fencing will require, among other things, the framework for the regulation of authorised firms. This framework is designed to enable a credit institution or investment firm authorised in one EU member state to conduct banking or investment business through the establishment of branches or by the provision of services on a cross-border basis in other member states without the need for local authorisation. Barclays’ operations in Europe are authorised and regulated by a combination of both home and host regulators.

Regulation in Africa

Barclays’ operations in South Africa, including Barclays Africa Group Limited, are supervised and regulated mainly by the South African Reserve Bank (SARB), the Financial Services Board (SAFSB) as well as the Department of Trade and Industry (DTI). The SARB oversees the banking industry and follows a risk-based approach to supervision, whilst the SAFSB oversees financial services such as insurance and investment business and focuses on enhancing consumer protection and regulating market conduct. The DTI regulates consumer credit through the National Credit Act (NCA) 2005, as well as other aspects of consumer protection not regulated under the jurisdictionseparation of the SAFSB through the Consumer Protection Act (CPA) 2008. It is intended that regulatory responsibilities in South Africa will in future be divided between the SARB which will be responsible for prudential regulationretail and the SAFSB will be responsible for matterssmaller business deposit-taking activities of market conduct. The transition to ‘twin peaks’ regulation will commence in 2015. Barclays’ operations in other African countries are primarily supervised and regulated by the centralUK banks in the jurisdictions where Barclays has a banking presence. In some African countries, the conductUK and branches of Barclays’ operations and the non-banking activities are also regulated by financial market authorities.

|  187


RegulationUK banks in the United States

In the United States, Barclays PLC, Barclays Bank PLCEuropean Economic Area (EEA) into a legally distinct, operationally separate and their US subsidiaries are subjecteconomically independent entity, which will not be permitted to undertake a comprehensive regulatory framework involving numerous statutes,range of activities from 1 January 2019. Ring-fencing rules and regulations, including the International Banking Act of 1978, the Bank Holding Company Act of 1956 (BHC Act), the USA PATRIOT Act of 2001 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (DFA). This legislation regulates the activities of Barclays, including its US banking subsidiaries and the US branches of Barclays Bank PLC, as well as imposing prudential restrictions, such as limits on extensions of credithave been published by the Barclays Bank PLC’s US branches and the US banking subsidiariesPRA, further determining how ring-fenced banks will be permitted to a single borrower and to affiliates. The New York and Florida branches of Barclays Bank PLC are subject to extensive federal and state supervision and regulationoperate. Further rules published by the Board of Governors ofFCA set out the Federal Reserve System (FRB) and, as applicable, the New York State Department of Financial Services and the Florida Office of Financial Regulation. Barclays Bank Delaware, a Delaware chartered commercial bank, is subject to supervision and regulation by the Federal Deposit Insurance Corporation (FDIC), the Delaware Office of the State Bank Commissioner and the Consumer Financial Protection Bureau. The deposits of Barclays Bank Delaware are insured by the FDIC. Barclays Wealth Trustees (US) NA is an uninsured non-depository trust company chartered and supervised by the Office of the Comptroller of the Currency. The licensing authority of each US branch of Barclays Bank PLC has the authority, in certain circumstances, to take possession of the business and property of Barclays Bank PLC located in the state of the office it licenses or to revoke or suspend such licence. Such circumstances generally include violations of law, unsafe business practices and insolvency.

Barclays PLC and Barclays Bank PLC are bank holding companies registered with the FRB, which exercises umbrella supervisory authority over Barclays US operations. Barclays is required to implement by July 2016 a US intermediate holding company (IHC) which will hold substantially all of Barclays’ US subsidiaries and assets (including Barclays Capital Inc. and Barclays Bank Delaware, other than Barclays’ US branches and certain other assets and subsidiaries). This IHC will also be a US bank holding company and generally regulated as such under the BHC Act. As part of this supervision, the IHC will also generally be subject to the enhanced prudential supervision requirements under the DFA as US bank holding companies of similar size, including US Basel III-based regulatory capital and leverage, liquidity stress-testing and risk management requirements. Barclays PLC and Barclays Bank PLC have each elected to be treated as a financial holding company under the BHC Act. Financial holding companies may generally engage in a broader range of financial and related activities, including underwriting and dealing in all types of securities, than are permitted to registered bank holding companiesdisclosures that do not maintain financial holding company status. Financial holding companies such as Barclays PLC and Barclays Bank PLCnon-ring-fenced banks are required to meet or exceed certain capital ratios and be deemedmake to be ‘well managed’. Barclays Bank Delaware and Barclays Wealth Trustees (US) NAprospective account holders ofnon-ring-fenced banks who are each requiredindividuals. Barclays’ approach to meet certain capital requirements and be deemed to be ‘well managed’. In addition, Barclays Bank Delaware must have at least a ‘satisfactory’ rating undercompliance with the Community Reinvestment Actterms of 1977 (CRA). Entities ceasing to meet any of these requirements, are allotted a period of time in which to restore capital levels or the management or CRA rating. Should Barclays PLC or Barclays Bank PLC fail to meet the above requirements, during the allotted period of time they could be prohibited from engaging in new types of financial activities or making certain types of acquisitionsUK ring-fencing regime is described in the US. Ifsection entitled ‘Structural Reform’ on page 162.

US regulation places further substantive limits on the capital levelactivities that may be conducted by banks and holding companies, including foreign banking organisations such as Barclays. The “Volcker Rule”, which was part of the DFA and which came into effect in the US in 2015, prohibits banking entities from undertaking certain proprietary trading activities and limits such entities’ ability to sponsor or rating is not restored, the Group may ultimately beinvest in certain private equity funds and hedge funds (in each case broadly defined). As required by the FRB to cease certain activities in the United States. More generally, Barclays’ US activities and operations may be subject to other requirements and restrictions by the FRB under its supervisory authority, including with respect to safety and soundness.

Under the Federal Deposit Insurance Act, as amended by the DFA,rule, Barclays is required to act as a source of financial strength for Barclays Bank Delaware. This could, among other things, require Barclays to inject capital into Barclays Bank Delaware if it fails to meet applicable regulatory capital requirements.

A major focus of US government policy relating to financial institutions in recent years has been combating money laundering and terrorist financing and enforcing compliance with US economic sanctions. Regulations applicable to US operations of Barclays Bank PLC and its subsidiaries impose obligations to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to ensure compliance with US economic sanctions against designated foreign countries, nationals and others. Failure of a financial institution to maintain and implement adequate programmes to combat money laundering and terrorist financing or to ensure economic sanction compliance could have serious legal and reputational consequences for the institution.

Barclays’ US securities broker/dealer, investment advisory and investment banking operations are also subject to ongoing supervision and regulation by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and other government agencies and self-regulatory organisations (SROs) as part of a comprehensive scheme of regulation of all aspects of the securities and commodities business under the US federal and state securities laws. Similarly, Barclays US commodity futures and options-related operations are subject to ongoing supervision and regulation by the Commodity Futures Trading Commission (CFTC), the National Futures Association and other SROs.

The credit card activities of the Group in the US are subject to the Credit Card Accountability, Responsibility and Disclosure Act of 2009 which prohibits certain pricing and marketing practices for consumer credit card accounts.

The DFA became law in July 2010. Although many of the DFA rules have been adopteddeveloped and implemented a number of rules have not yet been adopted, or have been adopted but not fully implemented. In addition, the rules that have been adoptedan extensive compliance and implemented have, for the most part, only recently become effectivemonitoring programme addressing proprietary trading and their impact, in many cases, cannot yet be fully evaluated. Therefore, the full scale of the DFA’s impact on the Group continues to remain unclear. In addition, market practices and structures may change in response to the requirements of the DFA in ways that are difficult to predict but that could impact Barclays business. Nonetheless, certain provisions of the DFA are particularly likely to have a significant effect on the Group, including:

¡Structural Reform: On 18 February 2014, the FRB issued a final rule implementing certain enhanced prudential standards of Section 165 of the DFA for certain foreign banking organisations, such as Barclays.

The rule’s specific requirements depend on the amount of assets of the foreign banking organisation bothcovered fund activities (both inside and outside the United States, with the most stringent requirements imposed on foreign banking organizations with over $50bn in US non-branch assets. Barclays is subject to the most stringent requirements of the rule, including the requirement to create a US intermediate holding company (IHC) structure to hold its US banking and non-banking subsidiaries. The IHC will be subject to supervision and regulation by the FRB as if it were a US bank holding company of comparable size. Barclays Bank PLC’s US branches will be subject to certain separate requirements, including with respect to liquidity.US).

188  |


The consolidated IHC will be subject to a number of additional supervisory and prudential requirements, including: (i) FRB regulatory capital requirements and leverage limits; (ii) mandatory stress testing of capital levels by the FRB, and submission of a capital plan to the FRB; (iii) supervisory approval of, and limitations on, capital distributions by the IHC to Barclays Bank PLC; (iv) additional substantive liquidity requirements, including requirements to conduct monthly internal liquidity stress tests for the IHC (and also, separately, for Barclays Bank PLC’s US branch network), and to maintain a 30-day buffer of highly liquid assets; (v) other liquidity risk management requirements, including compliance with liquidity risk management standards established by the FRB, and maintenance of an independent function to review and evaluate regularly the adequacy and effectiveness of the liquidity risk management practices of Barclays’ combined US operations; and (vi) overall risk management requirements, including a US risk committee and a US chief risk officer.

¡Restrictions on proprietary trading and fund-related activities:In December 2013, the relevant US regulatory agencies, including the FRB, the FDIC, the SEC, and the CFTC, finalised the rule implementing the requirements of Section 619 of the DFA – the so-called ‘Volcker Rule’. The Volcker Rule, once fully effective, will prohibit banking entities, including Barclays PLC, Barclays Bank PLC and their various subsidiaries and affiliates from undertaking certain ‘proprietary trading’ activities (but will allow activities such as underwriting, market making and risk-mitigation hedging) and will limit the sponsorship of, and investment in, private equity funds (including non-conforming real estate and credit funds) and hedge funds, in each case broadly defined, by such entities. These restrictions are subject to certain exceptions and exemptions, including those listed above as well as exemptions applicable to transactions and investments occurring solely outside of the United States. The rule will also require Barclays to develop an extensive compliance and monitoring programme (both inside and outside of the United States), subject to various executive officer attestation requirements, addressing proprietary trading and covered fund activities, and it is therefore expected that compliance costs will increase. The final rule is highly complex and its full impact will not be known with certainty until market practices and structures develop under it. Subject entities are generally required to be in compliance with the prohibition on proprietary trading and the requirement to develop an extensive compliance program by July 2015 (with certain provisions subject to possible extensions). More specifically, in December 2014, the FRB extended the compliance period through July 2016 for investments in and relationships with covered funds that were in place prior to 31 December 2013, and indicated that it intends to further extend the compliance period through July 2017.

¡Resolution plans:The DFA requires bank holding companies with total consolidated assets of $50bn or more to submit to the FRB and the FDIC, and regularly update, a plan for a ‘rapid and orderly’ resolution to be used if the bank holding company or any of its material subsidiaries experiences material financial distress or failure. Non-US banking organisations that are treated as bank holding companies under US law, such as Barclays, are required to submit such plans with respect to their US operations if they have more than $50bn in US non-bank assets. As required, Barclays submitted its most recent annual US resolution plan to the US regulators on 1 July 2014.
¡Regulation of derivatives markets:Among the changes mandated by the DFA is a requirement that many types of derivatives that used to be traded in the over-the counter markets be traded on an exchange or swap execution facility and centrally cleared through a regulated clearing house. In addition, many participants in these markets are required to register with the CFTC as ‘swap dealers’ or ‘major swap participants’ and/or with the SEC as ‘security-based swap dealers’ or ‘major security-based swap participants’ and be subject to CFTC and SEC regulation and oversight. Barclays Bank PLC has registered as a swap dealer. Entities required to register are subject to business conduct, record-keeping and reporting requirements and will be subject to capital and margin requirements. In addition, the CFTC, pursuant to the DFA, has proposed rules on position limits on derivatives on physical commodities. Once adopted and implemented, these rules will limit the size of positions that can be held by an entity, or a group of entities under common ownership or control, in futures and over-the-counter derivatives, subject to certain exemptions. These rules could restrict trading activity, reducing trading opportunities and market liquidity, and potentially increasing the cost of hedging transactions and the volatility of the relevant markets. It is also possible that registration, execution, clearing and compliance requirements as well as other additional regulations (certain of which still are not final), and the related expenses and requirements, will increase the cost of and restrict participation in the derivative markets, thereby increasing the costs of engaging in hedging or other transactions and reducing liquidity and the use of the derivative markets. Barclays Bank PLC and its subsidiaries and affiliates may be exposed to these effects whether or not these subsidiaries are required to register in the capacities described. The new regulation of the derivative markets could adversely affect the business of Barclays Bank PLC and its affiliates in these markets and could make it more difficult and expensive to conduct hedging and trading activities.

¡Risk retention requirements for securitisations:The US federal banking agencies were required by the DFA to develop rules whereby, subject to certain exceptions, any sponsor of an asset-backed security (ABS) transaction must retain, generally, not less than five percent of the credit risk of any asset that the sponsor, through the issuance of ABS, transfers, sells or conveys to a third party. The rule was adopted in October 2014, and becomes effective one year after publication in the federal register for residential mortgage-backed securitisations and two years after publication for all other securitisation types. It is largely in line with expectations, but will have some impact on the participation by the Group’s US operations in such transactions.

¡Consumer Financial Protection Bureau (CFPB):The CFPB’s mission is to protect consumers of financial products including credit card and deposit customers. The CFPB has the authority to examine and take enforcement action against any US bank with over $10bn in total assets, such as Barclays Bank Delaware, with respect to its compliance with Federal laws and regulations regarding the provision of consumer financial services, and with respect to ‘unfair, deceptive or abusive acts and practices.’ The CFPB has initiated several high-profile public actions against financial companies, including major credit card issuers. Settlements of those actions have included monetary penalties, customer remediation requirements, and commitments to modify business practices.

¡Liquidity Coverage Ratio in the US:During 2014, the US Federal bank regulatory agencies, including the FRB, issued final rules implementing the U.S. Liquidity Coverage Ratio that are generally consistent with the Basel Committee’s framework, but with certain modifications, which include accelerated transitional provisions and more stringent requirements related to both the range of assets that qualify as high-quality liquid assets, and expected cash outflow assumptions for certain types of funding. While the US Liquidity Coverage Ratio does not currently apply to Barclays or the IHC, the FRB has indicated it is considering applying the US Liquidity Coverage Ratio to the IHC in the future.

 

 

 |  189Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    159


Risk review

Supervision and regulation

Financial review(d) Market infrastructure regulation

ContentsIn recent years, regulators have focused on improving transparency and reducing risk in markets, particularly risks related toover-the-counter (OTC) transactions. This focus has resulted in a variety of new regulations across the G20 countries and beyond that require or encourageon-venue trading, clearing, posting of margin and disclosure of information related to many derivatives transactions. Some of the most significant developments are described below.

The European Market Infrastructure Regulation (EMIR) has introduced requirements designed to improve transparency and reduce the risks associated with the derivatives market, some of which are still to be fully implemented. EMIR requires that certain entities that enter into derivative contracts: report such transactions; clear certain over the counter (OTC) transactions where mandated to do so; and implement risk mitigation standards in respect of uncleared OTC trades. The obligation to clear derivatives only applies to certain counterparties and specified types of derivatives. In October 2016, the European Commission adopted a delegated regulation relating to the exchange of collateral, one of the risk mitigation techniques under EMIR. Provisions relating to initial margin have entered into force, subject to aphase-in until 1 September 2020. Provisions relating to variation margin have already entered into force. EMIR has potential operational and financial impacts on the Group, including by imposing collateral requirements.

The European Commission has recently proposed various technical changes to EMIR, some of which could result in certain central counterparties (CCPs) used by the Group being forced to relocate to a Eurozone jurisdiction. The changes proposed may have additional operational and financial impacts on the Group’s derivatives business.

CRD IV aims to complement EMIR by applying higher capital requirements for bilateral, uncleared OTC derivative trades. Lower capital requirements for cleared derivative trades are only available if the CCP through which the trade is cleared is recognised as a ‘qualifying central counterparty’ (QCCP) which has been authorised or recognised under EMIR. Higher capital requirements may apply to the Group following the UK’s departure from the EU if UK CCPs are then no longer regarded as QCCPs and vice versa.

The new Markets in Financial Instruments Directive and Markets in Financial Instruments Regulation (collectively referred to as MiFID II) have applied in large part since 3 January 2018. MiFID II affects many of the investment markets in which the Group operates, the instruments in which it trades and the way it transacts with market counterparties and other customers. Changes introduced by MiFID II include, among others: the introduction of a new type of trading venue (the organised trading facility), capturingnon-equity trading that fell outside the MiFID I regime; the strengthening of conduct of business requirements, including in relation to conflicts of interest; the expansion of the concept of, and requirements applicable to, firms which systematically trade against proprietary capital (systematic internalisers); and increased obligations on firms to secure best execution for their client. In addition, MiFID II mandates a trading obligation for certain types of cleared derivatives.

MiFID II strengthens investor protections, imposes new curbs on high frequency and commodity trading, increasespre-and post-trade transparency and introduces a new regime for third country(non-EU) firms. MiFID II also includes new requirements relating tonon-discriminatory access to trading venues, central counterparties and benchmarks, research unbundling and harmonised supervisory powers and sanctions across the EU.

Some final rules and guidance on the application of MiFID II are yet to be published, and so we anticipate continuing development of application of the rules within the market into 2018.

US regulators have imposed similar rules as the EU with respect to the mandatoryon-venue trading and clearing of certain derivatives, and post-trade transparency, as well as in relation to the margining of OTC derivatives. US regulators have addressed the applicability of certain of their regulations to cross-border transactions, and are continuing to review and consider their rules with respect to their application on a cross-border basis, including with respect to their registration requirements in relation tonon-US swap dealers and security-based swap dealers. The regulators may adopt further rules, or provide further guidance, regarding the cross-border applicability of such rules. In December 2017, the CFTC and the European Commission recognised the trading venues of each other’s jurisdiction to allow market participants to comply with mandatoryon-venue trading requirements while trading on certain venues recognised by the other jurisdiction.

The EU Benchmarks Regulation came into force in June 2016. Although some provisions have applied since 2016, the majority of provisions have applied since 3 January 2018 (subject to transitional provisions). This Regulation applies to the administration, contribution of data to and use of benchmarks within the EU. Financial institutions within the EU will be prohibited from using benchmarks unless their administrators are authorised, registered or otherwise recognised in the EU. This may impact the ability of Barclays to use certain benchmarks in the future.

In 2015, the European Commission launched work on establishing a Capital Markets Union (CMU) within the EU. The CMU aims to increase the availability ofnon-bank financing in the EU, deepen the EU single market for financial services and promote growth and financial stability. The CMU work programme is now being considered in light of Brexit. Recent proposals have therefore included considerably broadened central supervisory powers for the European Supervisory Authorities (ESAs) (including in relation to outsourcing, and delegation and risk transfer by entities authorised in the EU to entities or branches in third countries) and an increased focus by the ESAs on ongoing equivalence assessments in the context of third country regimes in various EU regulations and directives.

Certain participants in US swap markets are required to register with the CFTC as ‘swap dealers’ or ‘major swap participants’ and/or, following the compliance date for relevant SEC rules, with the SEC as ‘security-based swap dealers’ or ‘major security-based swap participants’. Such registrants are subject to CFTC, and would be subject to SEC regulation and oversight. The SEC finalised the rules governing security based swap dealer registration in 2015 but clarified that registration timing is contingent upon the finalisation of certain additional rules under Title VII of DFA, several of which are still pending. Additional SEC rules governing security-based swap transactions, including security-based swap reporting, will become effective after the security-based swap dealer registration date. Entities required to register are subject to business conduct, record-keeping and reporting requirements and will be subject to capital and margin requirements in connection with transactions with certain US andnon-US counterparties. Barclays Bank PLC has provisionally registered with the CFTC as a swap dealer and is subject to CFTC rules on business conduct, record-keeping and reporting. With respect to margin and capital, Barclays is subject to the rules of the FRB in connection with its swap dealer business.

160    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


The CFTC has approved certain comparability determinations that permit substituted compliance withnon-US regulatory regimes for certain swap regulations related to business conduct and other requirements, while other determinations remain pending. Most recently, in October 2017, the CFTC issued an order permitting substituted compliance with EU margin rules for certain uncleared derivatives. However, as Barclays is subject to the margin rules of the FRB, it will not benefit from the CFTC’s action unless the FRB takes a similar approach. The CFTC has stated that its transaction-level rules (such as margin and documentation requirements) would apply to certain transactions entered into between anon-US swap dealer and anon-US counterparty, if the transactions are arranged, negotiated or executed by personnel in the US, but has delayed the compliance date for this requirement until the effective date of future CFTC action addressing the way in which each transaction-level requirement must be applied.

It is unclear whether further changes will be made to the CFTC’s proposed rules or when they will become effective. In addition, it is uncertain whether and to what degree other US regulators, such as the FRB, will take an approach similar to the CFTC’s regarding substituted compliance.

(e) Conduct, culture and other regulation

Conduct and culture

On 7 March 2016, the PRA and FCA introduced measures to increase the individual accountability of senior managers and other covered individuals in the banking sector. The new regime comprises the ‘Senior Managers Regime’, which applies to a limited number of individuals with senior management responsibilities within a firm, the ‘Certification Regime’, which is intended to assess and monitor the fitness and propriety of a wider range of employees who could pose a risk of significant harm to the firm or its customers, and conduct rules that individuals subject to either regime must comply with. From March 2017, the conduct rules have applied more widely to other staff of firms within the scope of the regime. The Financial Services Act 2010, among other things, requires the UK regulators to make rules about remuneration and to require regulated firms to have a remuneration policy that is consistent with effective risk management.

The Banking Act also amended FSMA to allow the FCA to make rules requiring firms to operate a collective consumer redress scheme to deal with cases of widespread failure by regulated firms to meet regulatory requirements that may have created consumer detriment.

Our regulators have also enhanced their focus on the promotion of cultural values as a key area for banks, although they generally view the responsibility for reforming culture as primarily sitting with the industry.

Data protection and PSD2

Barclays has to comply with national data protection laws, governing the collection, use and disclosure of personal data, in a majority of the countries in which it operates. From 25 May 2018, data protection laws throughout the EU will be replaced by a single General Data Protection Regulation (GDPR) which enhances the rights and protections available to data subjects. The UK government has confirmed the UK will adopt and apply the GDPR from May 2018 and a bill has been published to implement GDPR. The impact across Barclays will be significant, affecting not only Group entities operating and processing personal data within the EU but also those outside the EU offering goods or services to, or monitoring, individuals within the EU. The GDPR contains significant financial penalties for data protection breaches andnon-compliance, of up to 4% of Group global turnover.

A number of recent developments have indicated a clear political and regulatory desire to make customer transactional account information more easily accessible to customers and parties providing services to them, such as the revised Payment Services Directive (PSD2) (which, in accordance with the requirements under that Directive, must have been implemented by 13 January 2018). In addition to attempting to harmonise conduct rules for all providers of electronic payment services in the EU, PSD2 also creates a new prudential authorisation regime fornon-bank payment services providers. PSD2 replaces the previous Payment Services Directive, and has a wider scope, applying transparency and information requirements to payment transactions in all currencies where the provider of at least one leg of the payment service is located in the EU.

Cyber security

Regulators in the EU and US have been increasingly focused on cyber security risk management for banking organisations and have proposed laws and regulations and other requirements that necessitate implementation of a variety of increased controls for regulated Barclays entities. These include, among others, the adoption of cyber security policies and procedures meeting specified criteria, minimum required security measures, enhanced reporting, compliance certification requirements and other cyber and information risk governance measures. When implemented, the proposals may increase technology and compliance costs for Barclays.

Sanctions and financial crime

The UK Bribery Act 2010 introduced a new form of corporate criminal liability focused broadly on a company’s failure to prevent bribery on its behalf. The legislation has broad application and in certain circumstances may have extraterritorial impact as to entities, persons or activities located outside the UK, including Barclays PLC and its subsidiaries. In practice, the legislation requires Barclays to have adequate procedures to prevent bribery which, due to the extraterritorial nature of the status, makes this both complex and costly.

On 30 September 2017, the Criminal Finances Act 2017 introduced new corporate criminal offences of failing to prevent the facilitation of UK and overseas tax evasion. The legislation has very broad extra-territorial application and may impact entities, persons or activities located outside the UK, including Barclays PLC and its subsidiaries. It also requires Barclays to have reasonable prevention procedures in place to prevent the criminal facilitation of tax evasion by persons acting for, or on behalf of, Barclays.

In the US, the Bank Secrecy Act, the USA PATRIOT Act 2001 and regulations thereunder contain numerous anti-money laundering and anti-terrorist financing requirements for financial institutions. In addition, Barclays is subject to the US Foreign Corrupt Practices Act, which prohibits certain payments to foreign officials, as well as rules and regulations relating to economic sanctions and embargo programs administered by the US Office of Foreign Assets Control which restrict certain business activities with certain individuals, entities, groups, countries and territories.

Two significant new regulatory rules will be coming into force in the US in 2018: the New York Department of Financial Services (DFS) Rule 504 and the US Department of Treasury’s Financial Crime Enforcement Network (FinCEN) Customer Due Diligence (CDD) Rule. Rule 504 enumerates detailed transaction filtering and screening requirements for potential Bank Secrecy Act and anti-money laundering violations and transactions with sanctioned entities, applicable to institutions regulated by the DFS (including Barclays Bank PLC, New York branch) and requires a senior bank official to certify compliance. The CDD Rule requires Barclays to identify natural beneficial owners above a certain threshold of clients that are legal entities within the US market.

In some cases, US state and federal regulations addressing sanctions, money laundering and other financial crimes may impact entities, persons or activities located outside the US, including Barclays PLC and its subsidiaries. The enforcement of these regulations has been a major focus of US state and federal government policy relating to financial institutions in recent years, and failure of a financial institution to ensure compliance could have serious legal, financial and reputational consequences for the institution.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    161


Risk review

Supervision and regulation

LOGO

Note

a Illustration of Barclays business divisions in preparation for regulatory ring-fencing. Plans are subject to internal and regulatory approvals and may change.

Structural Reform

Overview

Barclays intends to achieve ring-fencing separation by transferring the Barclays UK division of Barclays Bank PLC to Barclays Bank UK PLC, the ring-fenced bank of the Group. Immediately following the transfer, Barclays Bank PLC’s shares in Barclays Bank UK PLC will be distributed to the Parent company, Barclays PLC, establishing Barclays Bank UK PLC as a direct subsidiary of Barclays PLC. Barclays Bank PLC will continue to house the Barclays International division. The two banking entities will operate alongside one another, together with Barclays Services Limited (ServCo), as subsidiaries of Barclays PLC within the Barclays Group.

In order to achieve this target-state structure, Barclays will need to undertake a number of legal transfers, including the transfer of customer andnon-customer assets, liabilities and contractual arrangements.

Barclays is using a court approved statutory ring-fencing transfer scheme (RFTS) process as set out in the Financial Services and Markets Act 2000 to conduct the majority of these transfers. In addition to the transfers conducted through the RFTS, certain items will be transferred via separate arrangements. Barclays is on track to be compliant with ring-fencing requirements well in advance of the 1 January 2019 statutory deadline.

Timeline

Barclays’ Structural Reform timeline, including progress to date and indicative future milestones is as follows:

2015:

Barclays Bank UK PLC, the legal entity which will become the ring-fenced bank, was incorporated.

2016:

Barclays UK and Barclays International business divisions were established

Barclays’ US intermediate holding company was established as an umbrella holding company for Barclays’ US subsidiaries, including Barclays Capital Inc. (US broker-dealer) that operates key investment banking businesses and Barclays Bank Delaware that operates Barclaycard US

Barclays Bank UK PLC banking authorisation application was submitted to the regulators

ServCo became a direct subsidiary of Barclays PLC.

2017:

Banking licence (with restrictions) granted to Barclays Bank UK PLC in April 2017

The majority of assets, liabilities, and other items connected with service provision were transferred from Barclays Bank PLC to ServCo, resulting in the execution of the ServCo build being substantially complete
Transfers of employees to the target structure employing entities took place in September 2017 under the Transfer of Undertakings (Protection of Employment) Regulations 2006
Sort codes have been split between Barclays Bank UK PLC and Barclays Bank PLC, with the last tranche completed in January 2018, so that each of the Group’s sort codes is aligned to a single bank

RFTS court process has been initiated with the Directions Hearing held at the High Court of England and Wales on 10 November 2017, where the Barclays Group’s communications programme for notifying customers and other stakeholders of the RFTS was approved.

2018:

Sanction Hearing will be held on 26 and 27 February 2018 at which the Court will be asked to sanction Barclays’ RFTS

Subject to the Court sanctioning the RFTS, Barclays UK businesses and related items will be transferred to Barclays Bank UK PLC at the RFTS effective date, currently expected to be 1 April 2018

Immediately following the RFTS transfers, the shares in Barclays Bank UK PLC will be transferred from Barclays Bank PLC to Barclays PLC, establishing Barclays Bank UK PLC as a direct subsidiary of Barclays PLC.

Illustrative unauditedpro-forma financials for Barclays Bank UK PLC and Barclays Bank PLC are available at home.barclays/results.

162    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Financial review

 

 

A review of the performance of Barclays, including the key

performance indicators, and the contribution of each of our businesses’ contribution

businesses to the overall performance of the Group.

  

 

Financial reviewPage

   Key performance indicators

164

   Consolidated summary income statement

166

   Income statement commentary

167

   Consolidated summary balance sheet

168

   Balance sheet commentary

169

   Analysis of results by business

170

   Non-IFRS performance measures

181

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    163


     

Page 

Financial review

¡

Key performance indicators

191 

¡

Consolidated summary income statement193 

¡

Income statement commentary194 

¡

Consolidated summary balance sheet195 

¡

Balance sheet commentary196 

¡

Analysis of results by business197 

Financial review

Key performance indicators

190  |


Financial review

Key Performance Indicators

    

    

2016 Transform targets

On 8 May 2014, Barclays announced revised Transform targets based on the results of an updated strategic review. There are six primary 2016 targets as outlined below. Three of these targets relate to performance of the Group with regards to capital, leverage and dividends; two relate to the Core business, focusing on sustainable returns and cost management; while the final target is specific to minimising the Non-Core dilution on the Group’s return on equity (RoE). These measures formed the basis of the Key Performance Indicators (KPIs) in 2014 and are used by management in order to assess financial performance. In addition, the Group adjusted RoE and CRD IV fully loaded CET1 ratio are included as the Group Balanced Scorecard measures. For a description of certain risks that may affect Barclays’ ability to achieve the targets and commitments described below, see material existing and emerging risks on pages 84 to 91.

 

Group Transform targets

 

 

In assessing the financial performance of the Group, management uses a range of KPIs which

focus on the Group’s financial strength, the delivery of sustainable returns and cost

management. Significant strategic progress was made in 2017 with the closure of Barclays

Non-Core and sell down of our stake in Barclays Africa, marking the completion of our

restructuring and enabling us to set new targets for Group returns and costs.

TheNon-Core segment was closed on 1 July 2017 with RWAs of £23bn, below guidance of

approximately £25bn as set out in the 2016 KPIs. With the closure ofNon-Core we no longer

have a Core andNon-Core distinction within the Group and hence the previous target of Group

RoTE to converge with Core RoTE has been updated. The Group is now targeting RoTE,

excluding litigation and conduct, of greater than 9% in 2019 and greater than 10% in 2020,

based on a Group CET1 ratio of c.13%.

Guidance for Group operating expenses, excluding litigation and conduct, is£13.6-13.9bn in

2019 and to have a cost: income ratio of below 60%.

DefinitionNon-IFRS performance measures

Barclays’ management believes that thenon-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 business’ 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, anynon-IFRS performance measures in this document are not a substitute for IFRS

measures and readers should consider the IFRS measures as well. Refer to pages 181 to 183 for further information and calculations ofnon-IFRS performance measures included throughout this section, and the most directly comparable IFRS measures.

DefinitionWhy is it is important and how the Group performed  

CRD IV fully loaded Common Equity Tier 1 (CET1)CET1 ratio

Capital requirements are part of the regulatory framework governing how banks and depository institutions are supervised. Capital ratios express a bank’s capital as a percentage of its RWAs as defined by the PRA.

 

In the context of CRD IV, the fully loaded CET1 ratio is a measure of capital that is predominantly common equity as defined by the Capital Requirements Regulation.CRR.

  

The Group’s capital management objective is to maximise shareholders’shareholder value by prudently optimisingmanaging the level mix and distribution to businessesmix of its capital resources while maintaining sufficient capital resources to: ensure the Group is welland all of its subsidiaries are appropriately capitalised relative to itstheir regulatory minimum regulatoryand stressed capital requirements, set by the PRA and other regulatory authorities; meetsupport the Group’s risk appetite;appetite, growth and supportstrategic options, while seeking to maintain a robust credit proposition for the Group’s credit rating.Group and its subsidiaries.

 

The Group’s CRD IV fully loaded CET1 ratio increased to 10.3% (2013: 9.1%13.3% (2016: 12.4%) mainly, as RWAs decreased £53bn to £313bn and CET1 capital reduced to £41.6bn (2016: £45.2bn). The 90bps improvement was driven by a £40.6bn reduction in RWAs to £402bn, demonstrating good progress onorganic capital generation from continuing operations, and the Non-Core run-down, and capital growth to £41.5bn (2013: £40.4bn). Including the salebenefit of the Spanish business, completed on 2 January 2015,proportional consolidation of BAGL and rundown ofNon-Core, partially offset by adverse movements in reserves and the fully loaded CRD IV CET1 ratio would have increased to 10.5% as at 31 December 2014.net impact of there-measurement of US DTAs.

 

TransformGroup target:

>11.0% CRD IV CET1 ratio on a fully loaded basis in 2016.target of150-200bps above the expected end point regulatory minimum level, providing450-500bps buffer to the Bank of England stress test systemic reference point.

  

2014:10.3%13.3%

 CRD IV fully loaded CET1 ratio

 

2013: 9.1%  2016: 12.4%

2016 Target: > 11.0%  2015: 11.4%

164    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


DefinitionWhy is it important and how the Group performed

BCBS 270 fully loadedAverage UK leverage ratio

From 30 June 2014, Barclays adopted the January 2014 BCBS 270 rules for leverage exposure as the primary measure to manage leverage exposure for the Group, and ultimately derive the related leverage ratio for the Group. These rules supersede the previously recognised PRA leverage basis, with the PRA also adopting the BCBS based metric as the primary measure.

The ratio is calculated as the average fully loaded Tiertier 1 Capitalcapital divided by BCBS 270 fully loadedaverage UK leverage exposure. The average exposure measure excludes qualifying central bank claims.

  

The leverage ratio isnon-risk based and is intended to act as a supplementary measure to the risk-based capital metrics such as the CET1 ratio.

 

The BCBS 270average UK leverage ratio increased to 3.7% (30 June 2014: 3.4%4.9% (2016: 4.5%) driven by a decrease in average UK leverage exposure to £1,045bn (2016: £1,137bn), reflectingpartially offset by a reductiondecrease in the BCBS 270 leverage exposure of £120bnaverage fully loaded tier 1 capital to £1,233bn and an increase in Tier 1 Capital to £46.0bn (30 June 2014: £45.4bn)£51.2bn (2016: £51.6bn). Tier 1 Capital includes £4.6bn of Additional Tier 1 (AT1) securities.

 

TransformGroup target:

BCBS 270 maintaining the leverage ratio > 4.0% by 2016.

above the expected end point minimum requirement.

  

2014:3.7%4.9%

Average UK leverage ratio

 

2016 Target: > 4.0%

Dividend payout ratio2016: 4.5%

It is the Group’s policy to declare and pay dividends on 2015: n/a quarterly basis. In a normal year, there will be three equal payments in June, September and December, and a final variable payment in March.

The dividend payout ratio is the percentage of earnings paid to shareholders in dividends and is calculated as a proportion of dividends paid relative to adjusted earnings per share as determined by the Board.

The ability to pay dividends to shareholders demonstrates the financial strength of the Group.

2014 dividend per share of 6.5p (2013: 6.5p) resulted in a dividend payout ratio of 37.6% (2013: 42.5%).

Transform target:

40%-50% dividend payout ratio over time. We expect to target a 40% payout ratio in the short term as we focus on capital accretion.

Adjusted dividend per share

2014:6.5p

2013: 6.5p

2012: 6.5p

Adjusted dividend payout ratio

2014:38%

2013: 42%

2012: 18%

2016 Target: 40%-50%

|  191


Core and Non-Core Transform targets

Definition

Why it is important and how the Group performed

Return on average shareholders’ equity (RoE)

RoE is calculated as profit for the yearafter tax attributable to ordinary shareholders, including an adjustment for the tax credit recorded in reserves in respect of other equity holdersinstruments, as a proportion of the parent, divided by average shareholders’ equity for the year excluding non-controlling interests and other equity interests. Shareholders’ equity is made up of share capital, retained earnings and other reserves.

Adjusted RoE excludes post tax adjusting items for movements in own credit, gains on US Lehman acquisition assets, the gain on disposal of the investment in BlackRock, Inc., provisions for PPI and interest rate hedging redress, goodwill impairment, provision for ongoing investigations and litigation relating to Foreign Exchange, the loss on announced sale of the Spanish business and the Education, Social Housing and Local Authority (ESHLA) valuation revision. Average shareholders’ equity for adjusted RoE excludes the impact of own credit on retained earnings.instruments.

  

This measure indicates the return generated by the management of the business based on shareholders’ equity.

RoE for the Group decreased to (3.1%) (2016: 3.0%) reflecting an attributable loss of £1,922m (2016: profit of £1,623m).

(3.1%)

Group RoE

2016: 3.0%

2015: (0.6%)

Return on average tangible shareholders’ equity

RoTE is calculated as profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit recorded in reserves in respect of other equity instruments, as a proportion of average shareholders’ equity excluding non- controlling interests and other equity instruments adjusted for the deduction of intangible assets and goodwill.

This measure indicates the return generated by the management of the business based on shareholders’ tangible equity. Achieving a target RoERoTE demonstrates the organisation’s ability to execute its strategy and align management’s interests with the shareholders’. RoERoTE lies at the heart of the Group’s capital allocation and performance management process.

 

Adjusted RoERoTE for the Group increased to 5.1% (2013: 4.1%was negative 3.6% (2016: positive 3.6%). RoE reflecting an attributable loss of £1,922m (2016: profit of £1,623m), which included charges for the Core business decreased to 9.2% (2013: 11.3%), while the RoE dilutionlitigation and conduct of £1,207m, a £1,090m impairment of Barclays’ holding in BAGL, a £1,435m loss on the Group’s returnssale of 33.7% of BAGL’s issued share capital and aone-off net charge of £901m due to there-measurement of US DTAs in the Non-Core business decreased to 4.1% (2013: 7.2%).

RoE for the Core business excluding costs to achieve Transform was 10.9% (2013: 12.7%).

Statutory return on average tangible shareholders’ equity decreased to (0.2%) (2013: 1.0%) primarily reflecting a £1,250m provision for ongoing investigations and litigation relating to Foreign Exchange and a £935m ESHLA valuation revision.Q417.

 

Transform target: deliver a return on equityRoTE for the Core businessGroup excluding litigation and conduct, losses related to the sell down of > 12% by 2016, while reducingBAGL and the Non-Core dilutionre-measurement of US DTAs was 5.6%. Based on the Group’s RoE to < 3%a CET1 ratio of 13% this would have been 5.5%.

 

Group target: Group RoTE, excluding litigation and conduct, of greater than 9% in 2019 and greater than 10% in 2020, based on a CET1 ratio of c.13%.

  

Core(3.6%)

Group RoTE

 

2014:9.2%2016: 3.6%

2013: 11.3%

2012: 10.1%

2016 Core Target: >12%2015: (0.7%)

 

Non-Core dilution

5.6%

2014:4.1%Group RoTE excluding

litigation and conduct, losses

2013: 7.2%related to Barclays’ sell down

2012: 1.1%of BAGL and the re-

2016 Non-Core dilution Target: < 3%

Group adjusted

2014:5.1%

2013: 4.1%

2012: 9.0%

Group statutory

2014:(0.2)%

2013: 1.0%

2012 (1.2%)

measurement of US DTAs

Operating expenses excluding costs to achieve Transform

Defined as adjusted totalTotal operating expenses excluding costs to achieve Transform.

Adjusted operating expenses exclude provisions for PPI and interest rate hedging redress, provision for ongoing investigations and litigation relating to Foreign Exchange and goodwill impairment.expenses.

  

Barclays views operating expenses as a key strategic battlegroundarea for banks over the next decade. Thosebanks; those who actively manage costs and control them effectively will gain a strong competitive advantage.

 

AdjustedOperating expenses for the Group were £15.5bn (2016: £16.3bn). Excluding litigation and conduct charges, Group operating expenses were £14.2bn, in line with 2017 guidance.

Group target: operating expenses, excluding costs to achieve Transformlitigation and conduct, of £1,165m (2013: £1,209m) decreased 10% to £16,904m. Operating expenses£13.6-13.9bn in the Core business excluding costs to achieve Transform of £953m (2013: £671m) decreased 8% to £15,105m.

Statutory operating expenses of £20,429m have decreased by 7% (2013: £21,972m).

Transform target: Core operating expenses excluding costs to achieve Transform of < £14.5bn in 2016.2019.

  

£15.5bn

Operating expenses

2016: £16.3bn

2015: £18.5bn

£14.2bn

Operating expenses excluding litigation and conduct

2016: £15.0bn

2015: £14.1bn

CoreCost: income ratio

Operating expenses divided by total income.

This is a measure management uses to assess the productivity of the business operations. Restructuring the cost base is a key execution priority for management and includes a review of all categories of discretionary spending and an analysis of how we can run the business to ensure that costs increase at a slower rate than income.

The Group cost: income ratio reduced to 73% (2016: 76%) driven by a 5% reduction in operating expenses, partially offset by a 2% reduction in total income. The reduction in operating expenses was primarily driven by lowerNon-Core related operating expenses.

 

2014:£15,105mGroup target: a cost: income ratio of below 60%.

73%

Cost: income ratio

 

2013: £16,377m2016: 76%

2012: £16,472m

2016 Core Target: <£14,500m

Group adjusted

2014:£16,904m

2013: £18,684m

2012: £18,562m

2015: 84%

 

 

192  |
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    165


Financial review

Financial review

Consolidated summary income statement

Consolidated summary income statement

    

    

 

 

For the year ended 31 December

2014 

£m 

 

2013a

£m 

 

2012 

£m 

 

2011 

£m 

 

2010  

£m  

 

 

 

Continuing operations

          

Net interest income

   12,080      11,600      11,654      12,201      12,523    

Non-interest income net of claims and benefits on insurance contracts

   13,648      16,296      17,707      16,312      18,526    

 

 

Adjusted total income net of insurance claims

   25,728      27,896      29,361      28,513      31,049    

Own credit gain/(charge)

   34      (220)     (4,579)     2,708      391    

Gain on US Lehman acquisition assetsa

   461      259      –      –      –    

ESHLA valuation revision

   (935)     –      –      –      –    

Gain/(loss) on disposal of BlackRock, Inc. investment

   –      –      227      (58)     –    

Gains on debt buy-backs

   –      –      –      1,130      –    

 

 

Statutory total income net of insurance claims

   25,288      27,935      25,009      32,292      31,440    

 

 

Adjusted credit impairment charges and other provisions

   (2,168)     (3,071)     (3,340)     (3,802)     (5,672)   

Impairment of BlackRock, Inc. investment

   –      –      –      (1,800)     –    

 

 

Statutory credit impairment charges and other provisions

   (2,168)     (3,071)     (3,340)     (5,602)     (5,672)   

 

 

Adjusted operating expenses

   (18,069)     (19,893)     (18,562)     (19,289)     (19,794)   

Provisions for PPI and interest rate hedging redress

   (1,110)     (2,000)     (2,450)     (1,000)     –    

Provision for ongoing investigations into foreign exchange

   (1,250)     –      –      –      –    

Goodwill impairment

   –      (79)     –      (597)     (243)   

 

 

Statutory operating expenses

   (20,429)     (21,972)     (21,012)     (20,886)     (20,037)   

 

 

Adjusted other net income/(expense)

   11      (24)     140      60      58    

Loss on announced sale of the Spanish business

   (446)     –      –      –      –    

(Losses)/gains on acquisitions and disposals

   –      –      –      (94)     210    

 

 

Statutory other net (expense)/income

   (435)     (24)     140      (34)     268    

 

 

Statutory profit before tax

   2,256      2,868      797      5,770      5,999    

Statutory taxation

   (1,411)     (1,571)     (616)     (1,902)     (1,500)   

 

 

Statutory profit after tax

   845      1,297      181      3,868      4,499    

 

 

Statutory profit/(loss) attributable to equity holders of the parent

   (174)     540      (624)     2,924      3,514    

Statutory profit attributable to non-controlling interests

   769      757      805      944      985    

Statutory profit attributable to other equity interests

   250      –      –      –      –    

 

 
   845      1,297      181      3,868      4,499    

 

 

Selected statutory financial statistics

          

 

 

Basic earnings/(loss) per share

   (0.7p)     3.8p      (4.8p)     22.9p      28.1p    

Diluted earnings/(loss) per share

   (0.7p)     3.7p      (4.8p)     21.9p      26.5p    

Dividends per ordinary share

   6.5p      6.5p      6.5p      6.0p      5.5p    

Return on average tangible shareholders’ equity

   (0.3%)     1.2%      (1.4%)     7.1%      9.0%    

Return on average shareholders’ equity

   (0.2%)     1.0%      (1.2%)     5.9%      7.4%    

 

 

Adjusted profit before tax

   5,502      4,908      7,599      5,482      5,641    

Adjusted taxation

   (1,704)     (1,963)     (2,159)     (1,299)     (1,370)   

 

 

Adjusted profit after tax

   3,798      2,945      5,440      4,183      4,271    

 

 

Adjusted profit attributable to equity holders of the parent

   2,779      2,188      4,635      3,239      3,286    

Adjusted profit attributable to non-controlling interests

   769      757      805      944      985    

Adjusted profit attributable to other equity interests

   250      –      –      –      –    

 

 
   3,798      2,945      5,440      4,183      4,271    

 

 

Selected adjusted financial statistics

          

 

 

Basic earnings per share

   17.3p      15.3p      35.5p      25.3p      26.3p    

Dividend payout ratio

   38%      42%      18%      24%      21%    

Return on average tangible shareholders’ equity

   5.9%      4.8%      10.6%      8.1%      8.5%    

Return on average shareholders’ equity

   5.1%      4.1%      9.0%      6.7%      6.9%    

 

 

For the year ended 31 December  

2017

£m

  

2016

£m

  

2015

£m

  

2014

£m

  

2013

£m

 
Continuing operations      
Net interest income   9,845   10,537   10,608   10,086   9,457 
Net fee, commission and other income   11,231   10,914   11,432   11,677   14,587 
Total income   21,076   21,451   22,040   21,763   24,044 
                      
Credit impairment charges and other provisions   (2,336  (2,373  (1,762  (1,821  (2,601
                      
Operating expenses excluding UK bank levy and litigation and conduct   (13,884  (14,565  (13,723  (14,959  (16,628
UK bank levy   (365  (410  (426  (418  (462
Litigation and conduct   (1,207  (1,363  (4,387  (2,807  (2,442
Operating expenses   (15,456  (16,338  (18,536  (18,184  (19,532
                      
Other net income/(expenses)   257   490   (596  (445  (32
                      
Profit before tax   3,541   3,230   1,146   1,313   1,879 
Tax charge   (2,240  (993  (1,149  (1,121  (1,251
Profit/(loss) after tax in respect of continuing operations   1,301   2,237   (3  192   628 
(Loss)/profit after tax in respect of discontinued operation   (2,195  591   626   653   669 
Non-controlling interests in respect of continuing operations   (249  (346  (348  (449  (414
Non-controlling interests in respect of discontinued operation   (140  (402  (324  (320  (343
Other equity instrument holdersa   (639  (457  (345  (250   
Attributable (loss)/profit   (1,922  1,623   (394  (174  540 
Selected financial statistics                     
Basic (loss)/earnings per sharea   (10.3p  10.4p   (1.9p  (0.7p  3.8p 
Diluted (loss)/earnings per sharea   (10.1p  10.3p   (1.9p  (0.7p  3.7p 
Dividends per ordinary share   3.0p   4.5p   6.5p   6.5p   6.5p 
Return on equity   (3.1%  3.0%   (0.6%  (0.2%  1.0% 
Return on average tangible shareholders’ equitya   (3.6%  3.6%   (0.7%  (0.3%  1.2% 

Note

aThe profit after tax attributable to other equity instrument holders of £639m (2016: £457m) is offset by a tax credit recorded in reserves of £174m (2016: £128m). The net amount of £465m (2016: £329m), along withnon-controlling interests is deducted from profit after tax in order to calculate earnings per share and return on average tangible shareholders’ equity.

The financial information above is extracted from the published accounts. This information should be read together with the information included in the accompanying consolidated financial statements.

 

Note

a2013 adjusted income and profit before tax have been restated to exclude the Q213 £259m gain relating to assets not yet received from the US Lehman acquisition to aid comparability given its material nature in the current year.

166    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  193


Financial review

Income statement commentary

    

    

 

20142017 compared to 20132016

Statutory profit before tax decreased to £2,256m (2013: £2,868m) and adjusted profitProfit before tax increased 12%10% to £5,502m.

Statutory total income net of insurance claims decreased 9% to £25,288m including adjusting items for an own credit gain of £34m (2013: loss of £220m), a £461m (2013: £259m) gain on the US Lehman acquisition assets and a valuation revision of £935m (2013: £nil) relating to changes in discount rates applied in the valuation methodology of the ESHLA loan portfolio held at fair value.

Adjusted total income net of insurance claims decreased 8% to £25,728m, reflecting a 54% reduction in BNC following assets and securities run-down, and business disposals, a 12% reduction in the Investment Bank,£3,541m driven by a decrease in the Markets business, particularly Macro, and a 9%5% reduction in Africa Banking, due to adverse currency movements,operating expenses, partially offset by growtha 2% reduction in Barclaycardincome and PCB.lower other net income. Results were impacted by the appreciation of average USD and EUR against GBP of 5% and 7% respectively, compared to 2016, which positively impacted income and adversely affected impairment and operating expenses.

Net interestFollowing the closure of BarclaysNon-Core on 1 July 2017, Group results for 2017 included a BarclaysNon-Core loss before tax for the six months ended 30 June 2017 of £647m, compared to a loss before tax of £2,786m for the full year in 2016. From 1 July 2017, residual BarclaysNon-Core assets and liabilities were reintegrated into, and associated financial performance subsequently reported in, Barclays UK, Barclays International and Head Office.

Total income increased 4%decreased to £12,080m, with higher net interest income£21,076m (2016: £21,451m) reflecting a £613m decrease in PCB, the Investment BankBarclays International and Barclaycard, partially offset by reductionsa £262m reduction in Africa Banking, Head Office, and BNC. Net interest income for PCB, Barclaycard and Africa Banking increased 4% to £11,435m driven by strong savings income growth in PCB, and volume growth in Barclaycard, partially offset by a reduction in Africa Banking duelosses related to currency movements. This resulted in a net interest margin of 4.08% (2013: 4.02%).Non-Core.

Credit impairment charges improved 29%were broadly stable at £2,336m (2016: £2,373m) and reflected a charge of £168m in 2017 relating to £2,168m, withdeferred consideration from an asset sale in US Cards, and thenon-recurrence of a £320m charge in 2016 following the management review of the UK and US cards portfolio impairment modelling. Impairment increased in Barclays International driven by an increase in underlying delinquency trends and business growth in US Cards. The Group loan loss rate increased 4bps to 57bps.

Operating expenses reduced 5% to £15,456m driven primarily by lowerNon-Core related operating expenses. Excluding litigation and conduct charges, Group operating expenses were £14.2bn, in line with 2017 guidance.

Other net income of 46bps (2013: 64bps). This£257m (2016: £490m) primarily reflected the non-recurrencea gain of impairments on single name exposures, impairment releases£109m on the wholesale portfolio,sale of Barclays’ share in VocaLink to MasterCard and improved performance in Europe within BNC. Within the Core business there were lower impairments in PCB due to the improving UK economic environment, particularly impacting Corporate Banking which benefitted from one-off releases and lower defaults from large UK corporate clients, and reduced impairments in the Africa Banking South Africa mortgages portfolio.

As a result, statutory net operating income for the Group decreased 7% to £23,120m. Net adjusted operating income excluding movements in own credit, the gains on US Lehman acquisition assets and the ESHLA valuation revision decreased 5% to £23,560m.

Statutory operating expenses reduced 7% to £20,429m. This includes adjusting items for an additional PPI redress provisiongain of £1,270m, resulting in a full year net charge of £1,110m (2013: £2,000m) in relation to PPI and interest rate hedging redress, £1,250m (2013: £nil) provision for ongoing investigations and litigation relating to Foreign Exchange and goodwill impairment of £nil (2013: £79m). Adjusted operating expenses decreased 9% to £18,069m, driven by savings from Transform programmes, including a 5% reduction in headcount and currency movements. Total compensation costs decreased 8% to £8,891m, with the Investment Bank reducing 9% to £3,620m, reflecting reduced headcount, and lower deferred and current year bonus charges. Costs to achieve Transform were £1,165m (2013: £1,209m) and the UK bank levy was £462m (2013: £504m).

The statutory cost: income ratio increased to 81% (2013: 79%). The adjusted cost: income ratio excluding movements in own credit, the gains on US Lehman acquisition assets, provisions for PPI and interest rate hedging redress, the provision for ongoing investigations and litigation relating to Foreign Exchange, the ESHLA valuation revision and goodwill impairment decreased to 70% (2013: 71%).

Statutory other net expense increased to £435m (2013: £24m) including an adjusting item for a loss£76m on the announced sale of the Spanish business of £446m, which completed on 2 January 2015. In addition, accumulated currency translation reserve losses of approximately £100m will be recognised on completiona joint venture in Q115.Japan.

The tax charge was £1,411m (2013: £1,571m) on statutory profit before tax of £2,256m (2013: £2,868m), representing an effective tax rate of 62.5% (2013: 54.8%). The effective tax rate on adjustedprofit before tax increased to 63.3% (2016: 30.7%) principally due to aone-off tax charge of £1,177m due to there-measurement of US DTAs as a result of the US Tax Cuts and Jobs Act, partially offset by an unrelated £276m increase in US DTAs due to are-measurement of Barclays Bank PLC’s US branch DTAs.

Loss after tax in respect of the Africa Banking discontinued operation of £2,195m included a £1,090m impairment of Barclays’ holding in BAGL and a £1,435m loss on the sale of 33.7% of BAGL’s issued share capital, primarily due to recycling of currency translation reserve losses to the income statement on accounting deconsolidation.

RoE was negative 3.1% (2016: positive 3.0%). RoTE was negative 3.6% (2016: positive 3.6%) and basic loss per share was 10.3p (2016: earnings per share of 10.4p). Excluding litigation and conduct, losses related to the sell down of BAGL and theone-off net charge due to the re-measurement of US DTAs, RoTE was 5.6% and earnings per share was 16.2p.

2016 compared to 2015

Profit before tax increased to £3,230m (2015: £1,146m). The Group performance reflected good operational performance in Barclays UK and Barclays International while being impacted by theNon-Core loss before tax of £2,786m (2015: £2,603m) driven by the accelerated rundown ofNon-Core and provisions for UK customer redress of £1,000m (2015: £2,772m). The appreciation of average USD and EUR against GBP positively impacted income and adversely affected impairment and operating expenses.

Total income decreased 3% to £21,451m asNon-Core income reduced £1,776m to a net expense of £1,164m due to the acceleration of theNon-Core rundown, while Barclays International income increased 9% to £14,995m, with growth in both CIB and Consumer, Cards and Payments, and Barclays UK income increased 2% to £7,517m.

Total income included a £615m (2015: £nil) gain on disposal of Barclays’ share of Visa Europe Limited and an own credit loss of £35m (2015: gain of £430m).

Credit impairment charges increased £611m to £2,373m including a £320m charge in Q316 following the management review of the UK and US cards portfolio impairment modelling and balance growth primarily within Consumer, Cards and Payments. This was partially offset by a reduction in credit impairment charges of 9% to £122m inNon-Core due to lower impairment charges in European businesses. This resulted in an 11bps increase in the loan loss rate to 53bps.

Operating expenses reduced 12% to £16,338m reflecting lower litigation and conduct charges. This was partially offset by thenon-recurrence of the prior year gain of £429m on the valuation of a component of the defined retirement benefit liability and increased structural reform implementation costs. Operating expenses also included a £395m additional charge in Q416 relating to 2016 compensation awards reflecting a decision to more closely align income statement recognition with performance awards and to harmonise deferral structures across the Group.

Operating expenses included provisions for UK customer redress of £1,000m (2015: £2,772m).

The cost: income ratio improved to 76% (2015: 84%).

Other net income of £490m (2015: expense of £596m) included gains on the sale of Barclays Risk Analytics and Index Solutions, the Asia wealth and investment management business and the Southern European cards business, partly offset by the loss on sale of the French retail business of £455m.

The effective tax rate on profit before tax decreased to 31.0% (2013: 40.0%30.7% (2015: 100.3%) principally as a result of a reduction innon-deductible charges.

Profit after tax in respect of continuing operations increased to £2,237m (2015: loss of £3m). 2013 included a charge of £440m relatingProfit after tax in relation to the write-down of deferred tax assets in Spain.

2013 compared to 2012

Statutory profit before tax increased to £2,868m (2012: £797m) and adjusted profit before tax decreased 35% to £4,908m:

Statutory total income net of insurance claims increased 12% to £27,935m including adjusting items for an own credit loss of £220m (2012: £4,579m), £259m (2012: £nil) gain on US Lehman acquisition assets and a gain on disposal of investment in Blackrock, Inc. of £nil (2012: £227m). Adjusted total income net of insurance claims decreased 5% to £27,896m reflecting a 29% reduction in BNC, a 6% reduction in the Investment Bank, driven by a decrease in the Markets business, particularly Macro, and a 6% reduction in Africa Banking duediscontinued operation decreased 6% to currency movements£591m as increased credit impairment charges and operating expenses were partially offset by growth in Barclaycard and PCB.income growth.

Net interest incomeRoE was broadly stable at £11,600m (2012: £11,654m), with lower net interest income in BNC, Head Office and Africa Banking offset by increases in Barclaycard, the Investment Bank and PCB. Net interest income for PCB, Barclaycard and Africa Banking increased 3% to £10,967m driven by growth in customer assets, partially offset by contributions from Group structural hedging activities.

Credit impairment charges improved 8% to £3,071m, with a loan loss rate of 64bps (2012: 70bps). This reflected lower impairments in the wholesale businesses and improved arrears rates in Africa Banking, particularly on South Africa home loans. This, however, was partially offset by the non-recurrence of impairment releases in 2012 in PCB and Barclaycard, and the Edcon acquisition in Africa Banking.

As a result, statutory net operating income for the Group after impairment charges increased 15% to £24,864m. Adjusted net operating income excluding movements in own credit, the gain on US Lehman acquisition assets and the gain on disposal of investment in Blackrock Inc. decreased 5% to £24,825m.

Statutory operating expenses increased 5% to £21,972m including adjusting items for an additional PPI and interest rate hedging provision of £2,000m (2012: £2,450m) based on an updated best estimate of future redress and associated costs and goodwill impairment of £79m (2012: £nil). Adjusted operating expenses increased 7% to £19,893m, reflecting £1,209m (2012: £nil) of costs to achieve Transform, £220m provisions for litigation and regulatory penalties in Q413 in the Investment Bank, mainly relating to the US residential mortgage-related business and UK bank levy of £504m (2012: £345m).

The statutory cost: income ratio decreased to 79% (2012: 84%positive 3.0% (2015: negative 0.6%). The adjusted cost: income ratio excluding movements in own credit, the gain on US Lehman acquisition assets, the gain on disposal of investment in Blackrock Inc., provisions for PPI and interest rate hedging products redress, and goodwill impairment increased to 71% (2012: 63%).

The tax chargeRoTE was £1,571m (2012: £616m) on statutory profit before tax of £2,868m (2012: £797m), representing a statutory effective tax rate of 54.8% (2012: 77.3%). The effective tax rate on adjusted profit before tax increased to 40.0% (2012: 28.4%), mainly due to a charge of £440m reflecting the write-down of deferred tax assets in Spain. The adjusted effective tax rate excluding the write-down was 31.0% (2012: 28.4%), which primarily reflected profits outside the UK taxed at local statutory tax rates that are higher than the UK statutory tax rates of 23.25% (2012: 24.5%positive 3.6% (2015: negative 0.7%) and the impactbasic earnings per share was 10.4p (2015: loss per share of the increase in the non-deductible UK bank levy to £504m (2012: £345m)1.9p).

194  |


Financial review

Consolidated summary balance sheet

 

 
 2014   2013 2012 2011 2010   

As at 31 December

£m   £m £m £m £m   

 

 

Assets

     

Cash and balances at central banks

  39,695      45,687    86,191    106,894    97,630    

Items in the course of collection from other banks

  1,210      1,282    1,473    1,812    1,384    

Trading portfolio assets

  114,717      133,069    146,352    152,183    168,867    

Financial assets designated at fair value

  38,300      38,968    46,629    36,949    41,485    

Derivative financial instruments

  439,909      350,300    485,140    559,010    446,330    

Available for sale investments

  86,066      91,756    75,109    68,491    65,110    

Loans and advances to banks

  42,111      39,422    41,799    48,576    38,875    

Loans and advances to customers

  427,767      434,237    430,601    437,355    433,918    

Reverse repurchase agreements and other similar secured lending

  131,753      186,779    176,522    153,665    205,772    

Other assets

  36,378      22,128    22,535    23,745    23,972    

 

 

Total assets

  1,357,906      1,343,628    1,512,351    1,588,680    1,523,343    

 

 

Liabilities

     

Deposits from banks

  58,390      55,615    77,345    90,905    77,907    

Items in the course of collection due to other banks

  1,177      1,359    1,587    969    1,321    

Customer accounts

  427,704      431,998    390,828    371,806    352,122    

Trading portfolio liabilities

  45,124      53,464    44,794    45,887    72,693    

Financial liabilities designated at fair value

  56,972      64,796    78,561    87,997    97,729    

Derivative financial instruments

  439,320      347,118    480,987    548,944    432,313    

Debt securities in issue

  86,099      86,693    119,525    129,736    156,623    

Subordinated liabilities

  21,153      21,695    24,018    24,870    28,499    

Repurchase agreements and other similar secured borrowings

  124,479      196,748    217,178    207,292    225,534    

Other liabilities

  31,530      20,193    17,542    16,315    18,362    

 

 

Total liabilities

  1,291,948      1,279,679    1,452,365    1,524,721    1,463,103    

 

 

Equity

     

Called up share capital and share premium

  20,809      19,887    12,477    12,380    12,339    

Other equity instruments

  4,322      2,063            –    

Other reserves

  2,724      249    3,674    3,837    1,754    

Retained earnings

  31,712      33,186    34,464    38,135    34,743    

 

 

Total equity excluding non-controlling interests

  59,567      55,385    50,615    54,352    48,836    

Non-controlling interests

  6,391      8,564    9,371    9,607    11,404    

 

 

Total equity

  65,958      63,949    59,986    63,959    60,240    

 

 

Total liabilities and equity

  1,357,906      1,343,628    1,512,351    1,588,680    1,523,343    

 

 
     

 

 

Net tangible asset value per share

  285p      283p    349p    381p    346p    

Net asset value per ordinary share

  335p      331p    414p    446p    401p    

Number of ordinary shares of Barclays PLC (in millions)

  16,498      16,113    12,243    12,199    12,182    

 

 
     

 

 

Year-end United States dollar exchange rate

  1.56      1.65    1.62    1.54    1.55    

Year-end Euro exchange rate

  1.28     ��1.20    1.23    1.19    1.16    

Year-end South African rand exchange rate

  18.03      17.37    13.74    12.52    10.26    

 

 

 

 

 |  195Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    167


Financial review

BalanceConsolidated summary balance sheet commentary

    

    

As at 31 December  

2017

£m

   

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

 
Assets          
Cash and balances at central banks   171,082    102,353    49,711    39,695    45,687 
Items in the course of collection from other banks   2,153    1,467    1,011    1,210    1,282 
Trading portfolio assets   113,760    80,240    77,348    114,717    133,069 
Financial assets designated at fair value   116,281    78,608    76,830    38,300    38,968 
Derivative financial instruments   237,669    346,626    327,709    439,909    350,300 
Financial investments   58,916    63,317    90,267    86,066    91,756 
Loans and advances to banks   35,663    43,251    41,349    42,111    39,422 
Loans and advances to customers   365,552    392,784    399,217    427,767    434,237 
Reverse repurchase agreements and other similar secured lending   12,546    13,454    28,187    131,753    186,779 
Assets included in disposal groups classified as held for sale   1,193    71,454    7,364         
Other assets   18,433    19,572    21,019    36,378    22,128 
Total assets   1,133,248    1,213,126    1,120,012    1,357,906    1,343,628 
Liabilities          
Deposits from banks   37,723    48,214    47,080    58,390    55,615 
Items in the course of collection due to other banks   446    636    1,013    1,177    1,359 
Customer accounts   429,121    423,178    418,242    427,704    431,998 
Trading portfolio liabilities   37,351    34,687    33,967    45,124    53,464 
Financial liabilities designated at fair value   173,718    96,031    91,745    56,972    64,796 
Derivative financial instruments   238,345    340,487    324,252    439,320    347,118 
Debt securities in issuea   73,314    75,932    69,150    86,099    86,693 
Subordinated liabilities   23,826    23,383    21,467    21,153    21,695 
Repurchase agreements and other similar secured borrowings   40,338    19,760    25,035    124,479    196,748 
Liabilities included in disposal groups classified as held for sale       65,292    5,997         
Other liabilities   13,050    14,161    16,200    31,530    20,193 
Total liabilities   1,067,232    1,141,761    1,054,148    1,291,948    1,279,679 
Equity          
Called up share capital and share premium   22,045    21,842    21,586    20,809    19,887 
Other equity instruments   8,941    6,449    5,305    4,322    2,063 
Other reserves   5,383    6,051    1,898    2,724    249 
Retained earnings   27,536    30,531    31,021    31,712    33,186 
Total equity excludingnon-controlling interests   63,905    64,873    59,810    59,567    55,385 
Non-controlling interests   2,111    6,492    6,054    6,391    8,564 
Total equity   66,016    71,365    65,864    65,958    63,949 
Total liabilities and equity   1,133,248    1,213,126    1,120,012    1,357,906    1,343,628 
                          
Net asset value per ordinary share   322p    344p    324p    335p    331p 
Tangible net asset value per share   276p    290p    275p    285p    283p 
Number of ordinary shares of Barclays PLC (in millions)   17,060    16,963    16,805    16,498    16,113 
                          
Year-end US dollar exchange rate   1.35    1.23    1.48    1.56    1.65 
Year-end Euro exchange rate   1.13    1.17    1.36    1.28    1.20 

Note

aDebt securities in issue include covered bonds of £8.5bn (2016: £12.4bn).

168    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Financial review

Balance sheet commentary

    

Total assets

Total assets increased £14bndecreased £80bn to £1,358bn.£1,133bn.

Cash and balances at central banks and items in the course of collection from other banks decreased £6bnincreased £69bn to £41bn,£173bn, as the cash contribution to the Group liquidity pool was reduced.increased.

Trading portfolio assets decreased £18bnincreased £34bn to £115bn£114bn due to a reduction in debt securities and other eligible bills driven by a decrease in trading activity in the Investment Bank and exiting of positions in BNC. This was partially offset by an increase in equity securities and traded loans.increased activity.

Financial assets designated at fair value decreased £1bnincreased £38bn to £38bn reflecting decreases in equity securities, partially offset by increases in loans and advances at fair value£116bn primarily due to fair value movements, and increased debt securities relatedreverse repurchase agreements to acquisitions.fund trading activity.

Derivative financial instrument assets increased £90bndecreased £109bn to £440bn,£238bn which is consistent with the movement in derivative financial instrument liabilities, which increased £92bn to £439bn, driven byliabilities. The decrease reflects the portfolio rundown of Barclays Non-Core, the adoption of daily settlements under the Chicago Mercantile Exchange (CME), an increase in major interest rate derivativesforward curves and the depreciation of £78bn, reflectingperiod end USD against GBP.

Financial investments decreased £4bn to £59bn due to a reductiondecrease in government bonds held in the major forward interest rates, and an increase in foreign exchange derivatives of £14bn due to strengthening of USD against major currencies.

Available for sale investments decreased £6bn to £86bn primarily driven by exiting of positions in BNC and settlements in respect of US Lehman acquisition assets.liquidity pool.

Total loans and advances decreased £4bn£35bn to £470bn due to £7bn growth£401bn which comprised of a lending reduction of £22bn and a net decrease of £13bn in PCBsettlement and £5bn growthcash collateral balances.

Assets included in Barclaycard, offset by the £13bn reclassification of loans to other assets relating to the Spanish business which isdisposal groups classified as held for sale and a £4bn decrease in BNCdecreased £70bn to £1bn driven by a run-offthe disposal of assets in Europe retail.

Reverse repurchase agreementsBAGL and other similar secured lending decreased £55bn to £132bn primarily driven by lower matched book trading due to balance sheet deleveraging.the French retail business.

Total liabilities

Total liabilities increased £12bndecreased £75bn to £1,292bn.£1,067bn.

Deposits from banks increased £3bndecreased £10bn to £58bn primarily£38bn driven by an £8bn increase ina £7bn decrease due to lower cash collateral dueand a decrease in central bank funding.

Customer accounts increased £6bn to higher derivative mark to market, offset£429bn driven by a £5bn decrease asincrease due to increased funding requirements to fund the liquidity pool assets and a result of the reclassification of the Spanish business to other liabilities.

Customer accounts decreased £4bn to £428bn as a result of the reclassification of £8bn£14bn increase in relation to the Spanish business to other liabilities and £9bn reduction in settlement balances.deposits. These decreases were partially offset by a £9bn increase£5bn reduction in cash collateral balances dueand a £7bn reduction in prime brokerage balances.

Repurchase agreements and other similar secured borrowing increased £21bn to higher derivative mark to market and £5bn growth within PCB and Barclaycard.

Trading portfolio liabilities decreased £8bn to £45bn£40bn. This was primarily due to reductions in debt securities£10bn of new USD trades and other eligible bills following assets and securities run-down, and business disposals. Further reductionssimilar secured lending.

Derivative financial instruments decreased £102bn to £238bn in US treasuries and Euro bond positions wereline with the decrease in derivative financial instrument assets.

Liabilities included in disposal groups classified as held for sale decreased £65bn to £nil driven by client demand. These reductions were partially offset by increased equity securities.the disposal of BAGL and the French retail business.

Financial liabilities designated at fair value decreased £8bnincreased £78bn to £57bn primarily reflecting trade maturities, buybacks and unwinding of existing notes due to reduced funding requirements.

Derivative financial instrument liabilities increased £92bn to £439bn in line with£174bn. During the increase in derivative financial assets.

Debt securities in issue decreased £1bn to £86bn due to the non-renewal of commercial paper, partially offset by increased issuance of certificates of deposit.

Subordinated liabilities decreased £1bn to £21bn due to redemptions of fixed and floating rate subordinated notes, Reserve Capital Instruments and Tier One Notes, partially offset by the issuance of subordinated notes andperiod, repurchase agreements designated at fair value hedge movements.

Repurchase agreementshave increased £71bn and other similar secured borrowings decreased £72bn to £124bn primarily drivendebt securities by lower matched book trading due to balance sheet deleveraging and from lower financing requirements as a result of a decrease in long positions.£7bn.

Shareholders’Total shareholders’ equity

Total shareholders’ equity increased £2.0bndecreased £5.3bn to £66.0bn.

Share capital and share premium increased by £0.9bn£0.2bn to £20.8bn£22.0bn due to the issuance of shares under employee share schemes and the Barclays PLC scrip dividend programme.

Other equity instruments increased by £2.3bn£2.5bn to £4.3bn£8.9bn primarily due to the issuance of equity accounted AT1 securities to investors in exchange for the cancellation of preference shares and subordinated debt instruments.securities.

The available for sale reserve increased £0.4bn to £0.6bn£0.3bn. The reserve movement is driven by £5.3bn of gains from changes in the fair value movements on government bonds held in the liquidity pool, partially offset by £4.1bn of losses from related hedging, and £0.6bn of net gains transferred to net profit.available for sale investments.

The cashCash flow hedging reserve increased £1.5bnhas decreased £0.9bn to £1.8bn£1.2bn driven by £2.7bn of gainsa £0.6bn decrease in the fair value of interest rate swaps held for hedging purposes as forward interest rates decreased, partiallyincreased and £0.6bn due to gains recycled to the income statement, offset by £0.7bn of gains transferred to net profit and £0.4bn of tax.a £0.3bn tax charge.

The currency translation reserve increased £0.6bnremained flat at £3.1bn which principally reflected the depreciation of period end USD against GBP, offset by a £1.6bn net loss from recycling of the currency translation reserve to the income statement. This included a debit balance£1.4bn recycling of £0.6bn largelythe currency translation reserve associated with the disposal of BAGL.

Non-controlling interests decreased £4.4bn to £2.1bn, driven by a £3.4bn reduction due to the strengtheningdisposal of USD against GBP.

Non-controlling interests decreased £2.2bnBAGL and £0.9bn relating to £6.4bn, primarily due to a movement in preference shares. £1.5bn of Barclays Bank plc preference shares were bought back and cancelled as part of the AT1 exchange exercise. An additional £0.7bnredemption of preference shares were redeemed on their first call date.shares.

Net tangible asset value per share increaseddecreased to 285p (2013: 283p)322p (2016: 344p). This increaseTangible net asset value per share decreased to 276p (2016: 290p) as profit before tax was mainly attributable to upwardmore than offset by the net impact of there-measurement of US DTAs in Q417 and adverse movements in the cash flow hedging reserve, available for sale reserve and currency translation reserve.

Capital and indebtednessacross reserves.

The capital and indebtedness tables with respect to Barclays PLC and Barclays Bank PLC that are exhibited to this Annual Report on Form 20-F as Exhibits 99.1 and 99.2, respectively, are incorporated by reference into this Form 20-F.

    

196  |


Financial review

Analysis of results by business

All disclosures in this section are unaudited unless otherwise stated.

Segmental analysis (audited)

 

 
Analysis of adjusted results by business         

 

 
 
 
 
Personal and
Corporate
Banking
  
  
  
 Barclaycard   
 
Africa
Banking
  
  
 
 
Investment
Bank
  
b 
 Head Office   
 
Barclays
Core
  
  
 
 
Barclays
Non-Core
  
  
 
 
 
Group  
adjusted  
results  
  
  
  
 £m £m £m £m £m £m £m £m   

 

 

For the year ended 31 December 2014

         

Total income net of insurance claims

   8,828    4,356    3,664    7,588    242    24,678    1,050    25,728    

Credit impairment charges and other provisions

   (482  (1,183  (349  14        (2,000  (168  (2,168)   

 

 

Net operating income

   8,346    3,173    3,315    7,602    242    22,678    882    23,560    

Operating expenses

   (5,005  (1,727  (2,246  (5,633  (123  (14,734  (1,708  (16,442)   

UK bank levy

   (70  (29  (45  (218  (9  (371  (91  (462)   

Costs to achieve Transform

   (400  (118  (51  (374  (10  (953  (212  (1,165)   

Other income/(losses)a

   14    40    11        (3  62    (51  11    

 

 

Profit/(loss) before tax from continuing operations

   2,885    1,339    984    1,377    97    6,682    (1,180  5,502    

 

 

Total assets (£bn)

   285.0    41.3    55.5    455.7    49.1    886.5    471.5    1,357.9    

 

 
         

 

 

For the year ended 31 December 2013

         

Total income net of insurance claims

   8,723    4,103    4,039    8,596    142    25,603    2,293    27,896    

Credit impairment charges and other provisions

   (621  (1,096  (479  22    3    (2,171  (900  (3,071)   

 

 

Net operating income

   8,102    3,007    3,560    8,618    145    23,432    1,393    24,825    

Operating expenses

   (5,460  (1,786  (2,451  (6,172  (113  (15,982  (2,198  (18,180)   

UK bank levy

   (66  (22  (42  (236  (29  (395  (109  (504)   

Costs to achieve Transform

   (384  (49  (26  (190  (22  (671  (538  (1,209)   

Other income/(losses)a

   41    33    8        4    86    (110  (24)   

 

 

Profit/(loss) before tax from continuing operations

   2,233    1,183    1,049    2,020    (15  6,470    (1,562  4,908    

 

 

Total assets (£bn)

   278.5    34.4    54.9    438.0    26.6    832.4    511.2    1,343.6    

 

 
         

 

 

For the year ended 31 December 2012

         

Total income net of insurance claims

   8,579    3,816    4,314    9,104    341    26,154    3,207    29,361    

Credit impairment charges and other provisions

   (626  (1,000  (695  (50  (7  (2,378  (962  (3,340)   

 

 

Net operating income

   7,953    2,816    3,619    9,054    334    23,776    2,245    26,021    

Operating expenses

   (5,456  (1,669  (2,584  (6,361  (139  (16,209  (2,008  (18,217)   

UK bank levy

   (49  (15  (34  (139  (26  (263  (82  (345)   

Other incomea

   7    29    18        21    75    65    140    

 

 

Profit before tax from continuing operations

   2,455    1,161    1,019    2,554    190    7,379    220    7,599    

 

 

Total assets (£bn)

   215.7    32.9    64.9    398.5    148.4    860.3    651.8    1,512.4    

 

 

Notes

aOther income/(losses) represents the share of post-tax results of associates and joint ventures, profit (or loss) on disposal of subsidiaries, associates and joint ventures, and gains on acquisitions.
b2013 adjusted income and profit before tax have been restated to exclude the Q213 £259m gain relating to assets not yet received from the US Lehman acquisition to aid comparability given its material nature in the current year. December 2013 and December 2012 US Lehman acquisition assets and RWAs of £1.6bn and £1.9bn respectively have been restated for the reclassification of these assets from the Investment Bank to Head Office to more accurately reflect responsibility for the resolution of this matter.

 

 

 |  197Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    169


 

 
Adjusted results reconciliation           

 

 
   2014     2013     2012   
  

 

 

 
 Group   Group Group   Group Group   Group   

For the year ended

31 December

adjusted Adjusting statutory adjusted Adjusting statutory adjusted Adjusting statutory   
results items results results items results results items results   
£m £m £m £m £m £m £m £m £m   

 

 

Total income net of insurance claims

   25,728    (440  25,288    27,896    39    27,935    29,361    (4,352  25,009    

Credit impairment charges

and other provisions

   (2,168      (2,168  (3,071      (3,071  (3,340      (3,340)   

 

 

Net operating income

   23,560    (440  23,120    24,825    39    24,864    26,021    (4,352  21,669    

Operating expenses

   (16,442  (2,360  (18,802  (18,180  (2,079  (20,259  (18,217  (2,450  (20,667)   

UK bank levy

   (462      (462  (504      (504  (345      (345)   

Costs to achieve Transform

   (1,165      (1,165  (1,209      (1,209          –    

Other income/(losses)a

   11    (446  (435  (24      (24  140        140    

 

 

Profit/(loss) before tax from

continuing operationsb

   5,502    (3,246  2,256    4,908    (2,040  2,868    7,599    (6,802  797    

 

 

    

  

 

 
Adjusted profit reconciliation                  

 

 
             2014 2013 2012   

For the year ended 31 December

       £m £m £m   

 

 

Adjusted profit before tax

         5,502    4,908    7,599    

Own credit

         34    (220  (4,579)   

Gain on disposal of BlackRock, Inc. investment

  

            227    

Goodwill impairment

             (79  –    

Provisions for PPI and interest rate hedging redress

  

    (1,110  (2,000  (2,450)   

Gains on US Lehman acquisition assets

  

    461    259    –    

Provision for ongoing investigations and litigation relating to Foreign Exchange

  

    (1,250      –    

Loss on announced sale of the Spanish business

  

    (446      –    

ESHLA valuation revision

         (935      –    

 

 

Statutory profit before tax

         2,256    2,868    797    

 

 

    

 

 
Income by geographic region (audited) 

 

 
         Adjustedc,d     Statutory   
     

 

 

 
       2014 2013 2012 2014 2013 2012   
       £m £m £m £m £m £m   

 

 

Continuing operations

          

UKc

      12,357    11,681    12,040    11,456    11,461    7,461    

Europe

      2,896    4,019    4,457    2,896    4,019    4,457    

Americasd

      5,547    6,775    7,327    6,008    7,034    7,554    

Africa and Middle East

      4,152    4,137    4,472    4,152    4,137    4,472    

Asia

      776    1,284    1,065    776    1,284    1,065    

 

 

Total

      25,728    27,896    29,361    25,288    27,935    25,009    

 

 

    

 

 
Statutory income from individual countries which represent more than 5% of total income (audited)e   

 

 
             2014 2013 2012   
             £m £m £m   

 

 

Continuing operations

          

UK

         11,456    11,461    7,461    

US

         5,866    6,760    7,333    

South Africa

         2,915    2,884    3,700    

 

 

Notes

aOther income/(losses) represents the share of post-tax results of associates and joint ventures, profit (or loss) on disposal of subsidiaries, associates and joint ventures, and gains on acquisitions.
bAdjusted profit after tax excludes the post-tax impact of the provisions for PPI and interest rate hedging redress of £1,110m (2013: £2,000m, 2012: £2,450m); the gain on US Lehman acquisition assets of £461m (2013; £259m, 2012: £nil); provision for ongoing investigations and litigation relating to Foreign Exchange of £1,250m (2013: £nil, 2012: £nil), the own credit adjustment of £34m gain (2013: £270m loss, 2012: £4,579m loss), and the loss on announced sale of the Spanish business of £446m (2013: £nil, 2012: £nil); and gain on disposal of the investment in BlackRock, Inc. of £227m in 2012.
cUK adjusted income excludes the impact of an own credit gain of £34m (2013: £220m loss; 2012: £4,579m loss) and ESHLA valuation revision of £935m (2013: £nil; 2012: £nil).
dAmericas adjusted income excludes the gains on US Lehman acquisition assets of £461m (2013: £259m; 2012: £nil) and gain on disposal of the investment in BlackRock, Inc. of £nil (2013: £nil; 2012: £227m gain).
eTotal income net of insurance claims based on counterparty location. Income from each single external customer does not amount to 10% or greater of the Group’s total income net of insurance claims.

198  | 


Financial review

Analysis of results by business

    

 


Barclays Core

The Group’s activities have been resegmented into Core and Non-Core business units as part of the Group strategy update announced in May 2014. The Core business is the future of Barclays and consists of the following five business areas. For more information on the Non-Core business units, please see “Barclays Non-Core” on page 210.

¡UK  Personal and Corporate Banking(PCB) comprises personal banking, mortgages, wealth & investment management, and corporate banking. Through these businesses we serve the needs of our customers and clients in the UK and in selected international markets. Managing these businesses together helps to drive product and customer segment capabilities as well as cost synergies through platform integration and leveraging expertise, particularly within digital channels.

¡Barclaycardis an international payments services provider for consumer and business customers including credit cards and consumer lending.

¡TheAfrica Bankingbusiness is managed under three primary businesses: Retail and Business Banking (RBB); Wealth, Investment Management and Insurance (WIMI); Corporate and Investment Banking (CIB) as well as an Africa Head Office function.

¡TheInvestment Banknow consists of origination-led and returns-focused markets and banking businesses.

¡Head Officecomprises head office and central support functions, businesses in transition and consolidation adjustments.

¡More information on the Group’s strategy can be found in the Barclays PLC Annual Report 2014. This document is not incorporated by reference into this20-F.

 

 
 

2014

£m

 

2013

£m

 

2012  

£m  

 

 

 

Income statement information

   

Total income net of insurance claims

  24,678    25,603    26,154    

Credit impairment charges and other provisions

  (2,000  (2,171  (2,378)   

 

 

Net operating income

  22,678    23,432    23,776    

 

 

Operating expenses

  (14,734  (15,982  (16,209)   

UK bank levy

  (371  (395  (263)   

Costs to achieve Transform

  (953  (671  –    

 

 

Total operating expenses

  (16,058  (17,048  (16,472)   

Other net income

  62    86    75    

 

 

Profit before tax

  6,682    6,470    7,379    

Attributable profit

  3,864    4,078    4,120    

Balance sheet information

   

 

 

Risk weighted assetsa

  £326.6bn    £332.6bn    n/a    

Average allocated tangible equityb

  £34.6bn    £28.4bn    £33.2bn    

Average allocated equityb

  £42.3bn    £36.0bn    £40.8bn    

 

 

Key facts

   

 

 

Number of employees (full time equivalent)

  123,400    129,700    127,700    

 

 

Performance measures

   

 

 

Return on average tangible equityb

  11.3%    14.4%    12.4%    

Return on average equityb

  9.2%    11.3%    10.1%    

Cost: income ratio

  65%    67%    63%    

Loan loss rate (bps)

  49    55    63    

 

 

Notes

aRWAs are on a CRD IV fully loaded basis. CRD IV rules came into effect in 2013; therefore no 2012 comparatives are available.
b2012 returns calculated using average allocated equity based on CRD III RWAs and capital deductions.

200  |  


Financial review

Analysis of results by business

Personal and Corporate Banking

 £8,828m

  total income

 £2,885m

  profit before tax

2014 compared to 2013

Profit before tax increased 29% to £2,885m driven by 3% growth in Personal income, lower impairment due to the improving economic environment in the UK, and the continued reduction in operating expenses due to progress on the Transform strategy. This resulted in a 2.2% increase in return on average equity to 11.9%. In Personal, income increased £119m alongside significant cost reductions, with the net closure of 72 branches as part of ongoing branch network optimisation, as well as investment in the customer experience across multiple channels. Corporate increased both loans and deposits, and Wealth undertook a substantial reorganisation to reduce the number of target markets while simplifying operations.

Total income increased 1% to £8,828m. Personal income increased 3% to £4,159m due to balance growth and improved savings margins, partially offset by lower fee income. Corporate income was broadly in line at £3,592m (2013: £3,620m), with balance growth in both lending and deposits, offset by margin compression. Wealth income was broadly in line at £1,077m (2013: £1,063m) driven by growth in the UK business, offset by client and market exits as part of the reorganisations in the US and EU businesses, and lower fee income.

Net interest income increased 7% to £6,298m driven by lending and deposit growth and margin improvement. Net interest margin improved 9bps to 3.00% primarily due to the launch of a revised overdraft proposition, which recognises the majority of overdraft income as net interest income as opposed to fee income, and higher savings margins within Personal and Wealth. These factors were partially offset by lower Corporate deposit margins.

 

 
 2014 2013 2012   
 £m £m £m   

 

 

Income statement information

   

Net interest income

  6,298    5,893    5,730    

Net fee and commission income

  2,443    2,723    2,777    

Other income

  87    107    72    

 

 

Total income

  8,828    8,723    8,579    

Credit impairment charges and other provisions

  (482  (621  (626)   

 

 

Net operating income

  8,346    8,102    7,953    

 

 

Operating expenses

  (5,005  (5,460  (5,456)   

UK bank levy

  (70  (66  (49)   

Costs to achieve Transform

  (400  (384  –    

 

 

Total operating expenses

  (5,475  (5,910  (5,505)   

Other net income

  14    41    7    

 

 

Profit before tax

  2,885    2,233    2,455    

Attributable profit

  2,058    1,681    1,703    

Balance sheet information

   

 

 

Loans and advances to customers at amortised cost

  £217.0bn    £212.2bn    £203.8bn    

Total assets

  £285.0bn    £278.5bn    £215.7bn    

Customer deposits

  £299.2bn    £295.9bn    £256.4bn    

Risk weighted assetsa

  £120.2bn    £118.3bn    n/a    

Average allocated tangible equityb

  £13.1bn    £13.2bn    £11.4bn    

Average allocated equityb

  £17.5bn    £17.3bn    £15.4bn    

 

 

    2017
£m
  2016
£m
  2015
£m
 
Income statement information    
Net interest income   6,086   6,048   5,973 
Net fee, commission and other income   1,297   1,469   1,370 
Total income   7,383   7,517   7,343 
Credit impairment charges and other provisions   (783  (896  (706
Net operating income   6,600   6,621   6,637 
Operating expenses excluding UK bank levy and litigation and conduct   (4,030  (3,792  (3,464
UK bank levy   (59  (48  (77
Litigation and conduct   (759  (1,042  (2,511
Operating expenses   (4,848  (4,882  (6,052
Other net expenses   (5  (1   
Profit before tax   1,747   1,738   585 
Attributable profit/(loss)   853   828   (47
Balance sheet information             
Loans and advances to customers at amortised cost   £183.8bn   £166.4bn   £166.1bn 
Total assets   £237.4bn   £209.6bn   £202.5bn 
Customer deposits   £193.4bn   £189.0bn   £176.8bn 
Loan: deposit ratio   95%   88%   94% 
Risk weighted assets   £70.9bn   £67.5bn   £69.5bn 
Key facts             
Average LTV of mortgage portfolioa   48%   48%   49% 
Average LTV of new mortgage lendinga   64%   63%   64% 
Number of branches   1,208   1,305   1,362 
Mobile banking active customers   6.4m   5.4m   4.5m 
30 day arrears rate – Barclaycard Consumer UK   1.8%   1.9%   2.3% 
Number of employees (full time equivalent)b   22,800   36,000   38,800 
Performance measures             
Return on equity   6.6%   6.4%   (0.2%
Average allocated equity   £13.6bn   £13.4bn   £13.7bn 
Return on average allocated tangible equity   9.8%   9.6%   (0.3%
Average allocated tangible equity   £9.1bn   £8.9bn   £9.3bn 
Cost: income ratio   66%   65%   82% 
Loan loss rate (bps)   42   52   42 
Net interest margin   3.49%   3.62%   3.56% 

Notes

aRWAs are on a CRD IV fully loaded basis. CRD IV rules came into effect in 2013; therefore no 2012 comparatives are available.
b2012 returns calculated using average allocated equity based on CRD III RWAs and capital deductions.

|  201


Net fee and commission income reduced 10% to £2,443m due to the launch of the revised overdraft proposition and lower transactional income in Wealth.

Credit impairment charges improved 22% to £482m and the loan loss rate reduced 7bps to 21bps due to the improving economic environment in the UK, particularly impacting Corporate which benefited from one-off releases and lower defaults from large UK Corporate clients.

Total operating expenses reduced 7% to £5,475m reflecting savings realised from Transform programmes relating to restructuring of the branch network and technology improvements to increase automation.

Loans and advances to customers increased 2% to £217.0bn due to mortgage growth and Corporate loan growth.

Total assets increased 2% to £285.0bn driven by the growth in loans and advances to customers.

Customer deposits increased to £299.2bn (2013: £295.9bn).

RWAs increased 2% to £120.2bn primarily driven by growth in mortgage and Corporate lending.

2013 compared to 2012

Profit before tax decreased 9% to £2,233m.

Total income increased 2% to £8,723m driven by mortgage growth, the contribution from Barclays Direct (previously ING Direct UK, acquired during Q113) and UK Corporate income, partially offset by lower fee income.

Net interest income increased 3% to £5,893m driven by strong mortgage growth and the contribution from Barclays Direct.

Net fee and commission income declined 2% to £2,723m primarily due to lower fee income from Personal customers.

Credit impairment charges were broadly in line at £621m (2012: £626m) and the loan loss rate reduced 2bps to 28bps, due to lower charges against large UK Corporate clients, partially offset by the non-recurrence of provision releases in 2012 relating to unsecured lending and mortgages.

Total operating expenses increased 7% to £5,910m largely due to costs to achieve Transform of £384m (2012: £nil) and an increase in UK bank levy to £66m (2012: £49m).

 

 
 2014   2013 2012   
 £m   £m £m   

 

 

Key facts

     

 

 

Average LTV of mortgage lendinga

  52%       56%     59%    

Average LTV of new mortgage lendinga

  65%       64%     65%    

Number of branches

  1,488       1,560     1,593    

Number of employees (full time equivalent)

  45,600       50,100     50,500    

 

 

Performance measures

     

 

 

Return on average tangible equityb

  15.8%       12.7%     15.0%    

Return on average equityb

  11.9%       9.7%     11.1%    

Cost: income ratio

  62%       68%     64%    

Loan loss rate (bps)

  21       28     30    

 

 

Notes

aAverage LTV of mortgage portfolio and new mortgage lending calculated on the balance weighted basis.
b2012 returns calculated using averageAs a result of the establishment of the Group Service Company in September 2017, employees who are now employed by the Group Service Company and who were previously allocated equity based on CRD III RWAsto, or were within, Barclays UK and capital deductions.Barclays International are now reported in Head Office.

 

170    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Analysis of Barclays UK             
    2017
£m
  2016
£m
  2015
£m
 
Analysis of total income             
Personal Banking   3,823   3,891   3,714 
Barclaycard Consumer UK   1,977   2,022   2,065 
Wealth, Entrepreneurs & Business Banking   1,583   1,604   1,564 
Total income   7,383   7,517   7,343 
Analysis of credit impairment charges and other provisions             
Personal Banking   (222  (183  (194
Barclaycard Consumer UK   (541  (683  (488
Wealth, Entrepreneurs & Business Banking   (20  (30  (24
Total credit impairment charges and other provisions   (783  (896  (706
Analysis of loans and advances to customers at amortised cost             
Personal Banking   £139.8bn   £135.0bn   £134.0bn 
Barclaycard Consumer UK   £16.4bn   £16.5bn   £16.2bn 
Wealth, Entrepreneurs & Business Bankinga   £27.6bn   £14.9bn   £15.9bn 
Total loans and advances to customers at amortised cost   £183.8bn   £166.4bn   £166.1bn 
Analysis of customer deposits             
Personal Banking   £141.1bn   £139.3bn   £131.0bn 
Barclaycard Consumer UK          
Wealth, Entrepreneurs & Business Banking   £52.3bn   £49.7bn   £45.8bn 
Total customer deposits   £193.4bn   £189.0bn   £176.8bn 

Note

aIncludes the integration of the ESHLA portfolio at amortised cost from BarclaysNon-Core.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    171


Financial review

Analysis of results by business

2017 compared to 2016

Profit before tax increased 1% to £1,747m as lower PPI charges of £700m (2016: £1,000m) and a reduction in credit impairment charges were partially offset by thenon-recurrence of the gain on disposal of Barclays’ share of Visa Europe Limited in 2016, higher costs of setting up the ring-fenced bank and increased investment, primarily in cyber resilience, digital and technology.

Total income decreased 2% to £7,383m, of which £151m reflected thenon-recurrence of the gain on disposal of Barclays’ share of Visa Europe Limited in 2016.

Personal Banking income decreased 2% to £3,823m driven by thenon-recurrence of the Visa gain and the impact of the UK base rate reduction in 2016, partially offset by deposit pricing initiatives, growth in balances and an update to EIR modelling. Barclaycard Consumer UK income decreased 2% to £1,977m reflecting a provision for remediation in H217. Wealth, Entrepreneurs & Business Banking (WEBB) income decreased 1% to £1,583m driven by thenon-recurrence of the Visa gain, partially offset by growth in balances.

Net interest income increased 1% to £6,086m due to deposit pricing initiatives and growth in loans and advances to customers and deposits, partially offset by the impact of the UK base rate reduction in 2016. Net interest margin decreased 13bps to 3.49% reflecting the integration of the Education, Social Housing and Local Authority (ESHLA) portfolio fromNon-Core on 1 July 2017. Net fee, commission and other income decreased 12% to £1,297m driven by thenon-recurrence of the Visa gain.

Credit impairment charges decreased 13% to £783m principally reflecting thenon-recurrence of a £200m charge in 2016 following the management review of the cards portfolio impairment modelling, partially offset by higher charges in Barclaycard Consumer UK and Personal Banking.

Operating expenses decreased 1% to £4,848m due to lower charges for PPI of £700m (2016: £1,000m), partially offset by the costs of setting up the ring-fenced bank and increased investment, primarily in cyber resilience, digital and technology. The cost: income ratio was 66% (2016: 65%).

Loans and advances to customers increased 10% to £183.8bn and total assets increased 13% to £237.4bn, reflecting the integration of the ESHLA portfolio fromNon-Core into WEBB on 1 July 2017 and mortgage growth in Personal Banking in H217.

Customer deposits increased 2% to £193.4bn due to deposit growth, partially offset by the realignment of clients between Barclays UK and Barclays International in preparation for structural reform.

RWAs increased to £70.9bn (December 2016: £67.5bn) reflecting the integration of the ESHLA portfolio.

2016 compared to 2015

Profit before tax increased £1,153m to £1,738m reflecting lower provisions for UK customer redress and a reduction in operating expenses. This was partially offset by an increase in credit impairment charges following the management review of the cards portfolio impairment modelling.

Total income, including a gain on disposal of Barclays’ share of Visa Europe Limited recognised in Personal Banking and WEBB, increased 2% to £7,517m.

Personal Banking income increased 5% to £3,891m driven by the gain on disposal of Barclays’ share of Visa Europe Limited, improved deposit margins and balance growth, partially offset by lower mortgage margins. Barclaycard Consumer UK income decreased 2% to £2,022m primarily as a result of the European Interchange Fee Regulation, which came into full effect from December 2015, offset by balance growth and gains from debt sales. WEBB income increased 3% to £1,604m reflecting the gain on disposal of Barclays’ share of Visa Europe Limited, improved margins and deposit growth, partially offset by reduced transactional fee income.

Net interest income increased 1% to £6,048m due to balance growth and deposit pricing initiatives, partially offset by lower mortgage margins. Net interest margin increased 6bps to 3.62% reflecting higher margins on deposits, partially offset by lower mortgage margins. Net fee, commission and other income increased 7% to £1,469m due to the gain on disposal of Barclays’ share of Visa Europe Limited, partially offset by the impact of the European Interchange Fee Regulation in Barclaycard Consumer UK, which came into full effect from December 2015, and reduced fee and commission income in WEBB.

Credit impairment charges increased 27% to £896m due to a £200m charge in Q316 following the management review of the cards portfolio impairment modelling. The 30 day and 90 day arrears rates on the cards portfolio improved year on year to 1.9% (2015: 2.3%) and 0.9% (2015: 1.2%) respectively.

Operating expenses reduced 19% to £4,882m reflecting lower provisions for UK customer redress, savings realised from strategic cost programmes, relating to restructuring of the branch network and technology improvements, partially offset by structural reform programme implementation costs.

The cost: income ratio was 65% (2015: 82%), RoE was 6.4% (2015: negative 0.2%) and RoTE was 9.6% (2015: (0.3%)).

Loans and advances to customers were stable at £166.4bn (December 2015: £166.1bn).

Total assets increased £7.1bn to £209.6bn primarily reflecting an increase in the allocated liquidity pool.

Customer deposits increased 7% to £189.0bn primarily driven by higher balances in Personal Banking and WEBB.

RWAs reduced £2.0bn to £67.5bn primarily driven by changes in the mortgages credit risk model.

172    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays International
    2017
£m
  2016
£m
  2015
£m
 
Income statement information    
Net interest income   4,307   4,512   4,324 
Net trading income   3,971   4,580   3,782 
Net fee, commission and other income   6,104   5,903   5,641 
Total income   14,382   14,995   13,747 
Credit impairment charges and other provisions   (1,506  (1,355  (922
Net operating income   12,876   13,640   12,825 
Operating expenses excluding UK bank levy and litigation and conduct   (9,321  (9,129  (8,029
UK bank levy   (265  (284  (253
Litigation and conduct   (269  (48  (1,310
Operating expenses   (9,855  (9,461  (9,592
Other net income   254   32   45 
Profit before tax   3,275   4,211   3,278 
Attributable profit   847   2,412   1,758 
Balance sheet information             
Loans and advances to banks and customers at amortised costa   £198.7bn   £211.3bn   £184.1bn 
Trading portfolio assets   £113.0bn   £73.2bn   £61.9bn 
Derivative financial instrument assets   £236.2bn   £156.2bn   £111.5bn 
Derivative financial instrument liabilities   £237.8bn   £160.6bn   £119.0bn 
Reverse repurchase agreements and other similar secured lending   £12.4bn   £13.4bn   £24.7bn 
Financial assets designated at fair value   £104.1bn   £62.3bn   £46.8bn 
Total assets   £856.1bn   £648.5bn   £532.2bn 
Customer depositsb   £225.1bn   £216.2bn   £185.6bn 
Loan: deposit ratioc   62%   78%   80% 
Risk weighted assets   £210.3bn   £212.7bn   £194.8bn 
Key facts             
Number of employees (full time equivalent)d   11,500   36,900   39,100 
Performance measures             
Return on equity   3.2%   8.8%   6.6% 
Average allocated equity   £30.5bn   £28.2bn   £27.1bn 
Return on average allocated tangible equity   3.4%   9.8%   7.2% 
Average allocated tangible equity   £28.1bn   £25.5bn   £24.9bn 
Cost: income ratio   69%   63%   70% 
Loan loss rate (bps)   75   63   49 
Net interest margin   4.16%   3.98%   3.80% 

Notes

aAs at 31 December 2017 loans and advances included £170.4bn (December 2016: £185.9bn) of loans and advances to customers (including settlement balances of £15.7bn (December 2016: £19.5bn) and cash collateral of £35.9bn (December 2016: £30.1bn)), and £28.3bn (December 2016: £25.4bn) of loans and advances to banks (including settlement balances of £2.3bn (December 2016: £1.7bn) and cash collateral of £18.0bn (December 2016: £6.3bn)). Loans and advances to banks and customers in respect of Consumer, Cards and Payments were £38.6bn (December 2016: £39.7bn).
bAs at 31 December 2017 customer deposits included settlement balances of £15.2bn (December 2016: £16.6bn) and cash collateral of £27.3bn (December 2016: £20.8bn).
cLoan: deposit ratio excludes investment banking balances other than interest earning lending. Comparatives have been restated to include interest earning lending balances within the investment banking business.
dAs a result of the establishment of the Group Service Company in September 2017, employees who are now employed by the Group Service Company and who were previously allocated to, or were within, Barclays UK and Barclays International are now reported in Head Office.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    173


Financial review

Analysis of results by business

Analysis of Barclays International             
Corporate and Investment Bank  2017
£m
  2016
£m
  2015
£m
 
Income statement information             
Macro   1,634   2,304   2,108 
Credit   1,241   1,185   824 
Equities   1,629   1,790   1,912 
Markets   4,504   5,279   4,844 
Banking fees   2,612   2,397   2,087 
Corporate lending   1,093   1,195   1,361 
Transaction banking   1,629   1,657   1,663 
Banking   5,334   5,249   5,111 
Other   40   5   495 
Total income   9,878   10,533   10,450 
Credit impairment charges and other provisions   (213  (260  (199
Operating expenses   (7,742  (7,624  (7,929
Other net income   133   1    
Profit before tax   2,056   2,650   2,322 
Balance sheet information             
Loans and advances to banks and customers at amortised cost   £160.1bn   £171.6bn   £152.0bn 
Customer deposits   £165.9bn   £166.2bn   £143.8bn 
Risk weighted assets   £176.2bn   £178.6bn   £167.3bn 
Performance measures             
Return on equty   1.1%   5.8%   5.1% 
Average allocated equity   £24.9bn   £23.2bn   £23.1bn 
Return on average allocated tangible equity   1.1%   6.1%   5.4% 
Average allocated tangible equity   £24.0bn   £21.9bn   £21.9bn 
Consumer, Cards and Payments             
Income statement information             
Total income   4,504   4,462   3,297 
Credit impairment charges and other provisions   (1,293  (1,095  (723
Operating expenses   (2,113  (1,837  (1,663
Other net income   121   31   45 
Profit before tax   1,219   1,561   956 
Balance sheet information             
Loans and advances to banks and customers at amortised cost   £38.6bn   £39.7bn   £32.1bn 
Customer deposits   £59.2bn   £50.0bn   £41.8bn 
Risk weighted assets   £34.1bn   £34.1bn   £27.5bn 
Key facts             
30 day arrears rate – Barclaycard US   2.6%   2.6%   2.2% 
Total number of Barclaycard business clients   366,000   355,000   341,000 
Value of payments processed   £322bn   £296bn   £271bn 
Performance measures             
Return on equity   12.5%   23.1%   15.3% 
Average allocated equity   £5.6bn   £5.0bn   £4.0bn 
Return on average allocated tangible equity   16.7%   31.4%   20.2% 
Average allocated tangible equity   £4.2bn   £3.6bn   £3.0bn 

174    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


2017 compared to 2016

Profit before tax decreased 22% to £3,275 driven by a 4% decrease in total income, an 11% increase in credit impairment charges and a 4% increase in operating expenses.

Total income decreased 4% to £14,382m, including the 5% appreciation of average USD and the 7% appreciation of average EUR against GBP, as CIB income decreased 6% to £9,878m, partially offset by a 1% increase in Consumer, Cards and Payments income to £4,504m.

Markets income decreased 15% to £4,504m. Macro income decreased 29% to £1,634m driven by lower market volatility in rates, the exit of the energy-related commodities business and the integration ofNon-Core assets on 1 July 2017. Credit income increased 5% to £1,241m due to improved performance in municipals. Equities income decreased 9% to £1,629m driven by US equity derivatives as a result of lower market volatility, partially offset by improved performance in equity financing.

Banking income increased 2% to £5,334m. Banking fee income increased 9% to £2,612m due to higher debt and equity underwriting fees, with fee share gains in banking overall and debt underwriting. Corporate lending declined 9% to £1,093m driven by lower lending balances due to the realignment of certain clients between Barclays UK and Barclays International in preparation for structural reform and the reallocation of RWAs within CIB, as well as thenon-recurrence of prior year treasury gains and lowerwork-out gains. Transaction banking declined 2% to £1,629m driven by lower trade balances and thenon-recurrence of prior year treasury gains, partially offset by higher average deposit balances.

Consumer, Cards and Payments income increased 1% to £4,504m driven by continued business growth, a gain of £192m relating to the Q117 asset sale in US Cards and a valuation gain on Barclays’ preference shares in Visa Inc. of £74m, partially offset by thenon-recurrence of the £464m gain on the disposal of Barclays’ share of Visa Europe Limited in 2016.

Credit impairment charges increased 11% to £1,506m, including the appreciation of average USD and EUR against GBP. CIB credit impairment charges decreased 18% to £213m primarily due to thenon-recurrence of oil and gas single name charges in 2016, offset by a single name charge in 2017. Consumer, Cards and Payments credit impairment charges increased 18% to £1,293m primarily due to a £168m charge in Q317 relating to deferred consideration from the Q117 asset sale in US Cards, an increase in underlying delinquency trends and business growth in US Cards. This was partially offset by thenon-recurrence of a £120m charge in 2016 following the management review of the cards portfolio impairment modelling. The 30 and 90 day arrears rates within US Cards were stable at 2.6% (December 2016: 2.6%) and 1.3% (December 2016: 1.3%) respectively, including a benefit from the Q117 asset sale in US Cards.

Operating expenses increased 4% to £9,855m, including the appreciation of average USD and EUR against GBP. CIB operating expenses increased 2% to £7,742m reflecting a provision of £240m in respect of Foreign Exchange matters recognised in Q417, continued investment in technology, partially offset by lower restructuring charges and the reduced impact of the change in compensation awards introduced in Q416. Consumer, Cards and Payments increased 15% to £2,113m including continued growth and investment, primarily within the US Cards and merchant acquiring businesses.

Other net income increased to £254m (2016: £32m) due to a gain of £109m on the sale of Barclays’ share in VocaLink to MasterCard and a gain of £76m on the sale of a joint venture in Japan.

Attributable profit reduced to £847m (2016: £2,412m) including the net tax charge due to there-measurement of US DTAs in Q417.

Loans and advances to banks and customers at amortised cost decreased £12.6bn to £198.7bn with CIB decreasing £11.5bn to £160.1bn due to a reduction in lending. Consumer, Cards and Payments decreased £1.1bn to £38.6bn due to the depreciation of period end USD against GBP, partially offset by the realignment of certain clients from Barclays UK to Barclays International in preparation for structural reform.

Trading portfolio assets increased £39.8bn to £113.0bn due to increased activity.

Derivative financial instrument assets and liabilities increased £80.0bn to £236.2bn and £77.2bn to £237.8bn respectively, reflecting the integration of balances fromNon-Core on 1 July 2017, partially offset by adoption of daily settlements under the CME, an increase in major interest rate forward curves and the depreciation of period end USD against GBP.

Financial assets designated at fair value increased £41.8bn to £104.1bn primarily due to increased reverse repurchase agreements activity.

Customer deposits increased £8.9bn to £225.1bn, with Consumer, Cards and Payments increasing £9.2bn to £59.2bn driven by the realignment of certain clients from Barclays UK to Barclays International in preparation for structural reform.

RWAs decreased £2.4bn to £210.3bn due to the net impact of there-measurement of US DTAs and the depreciation of period end USD against GBP, partially offset by increased trading portfolio and securities financing transaction volumes.

 

 

202  |
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    175


Financial review

Analysis of results by business

Financial review

Analysis of results by business

    

 

Barclaycard

 £4,356m

  total income

 £1,339m

  profit before tax

20142016 compared to 20132015

Profit before tax increased 13%28% to £1,339m. Strong growth£4,211m due to the gain on disposal of Barclays’ share of Visa Europe Limited and a 1% decrease in 2014 was delivered throughtotal operating expenses, partially offset by a diversified consumer and merchant business model, with customer numbers increasing to 30m (2013: 26m) and asset growth across all geographies generating a 6%47% increase in income. Growth has been managed on a well-controlled cost base, with the business focusing on scale through insourcing of services, consolidation of sites and digitalisation, resulting in an improvement in the cost to income ratio to 43% (2013: 45%). The business focus on risk management is reflected in stable 30-day delinquency rates and falling loan loss rates. The diversified and scaled business model has allowed the business to deliver a strong return on average equity of 16.0% (2013: 15.5%).impairment.

Total income increased 9% to £14,995m, including the appreciation of average USD and EUR against GBP, with Consumer, Cards and Payments income increasing 35% to £4,462m and CIB income increasing 1% to £10,533m.

Markets income increased 9% to £5,279m. Credit income increased 44% to £1,185m driven by strong performance in fixed income flow credit which benefited from increased market volatility and client demand. Equities income decreased 6% to £4,356m reflecting growth£1,790m with lower client activity in Asia and the UK consumer and merchant, Germany and US businesses,simplification of the EMEA business, partially offset by depreciationimproved performance in cash, derivatives and financing in H216. Macro income increased 9% to £2,304m driven by increased activity post the EU referendum decision and US elections.

Banking income increased 3% to £5,249m. Banking fees income increased 15% to £2,397m driven by higher debt underwriting and advisory fees, partially offset by lower equity underwriting fees. Corporate lending reduced 12% to £1,195m due to losses on fair value hedges and thenon-recurrence ofone-offwork-out gains recognised in Q215. Transaction banking was broadly flat at £1,657m (2015: £1,663m) as income from higher deposit balances was offset by margin compression.

Consumer, Cards and Payments income increased 35% to £4,462m driven by the £464m gain on disposal of Barclays’ share of Visa Europe Limited, growth across all key businesses and the appreciation of average USD and EUR against GBP.

Credit impairment charges increased 47% to £1,355m including the appreciation of average USD and EUR against GBP. CIB credit impairment charges increased 31% to £260m driven by the impairment of a number of single name exposures. Consumer, Cards and Payments credit impairment charges increased 51% to £1,095m primarily driven by balance growth, a change in portfolio mix and a £120m charge in Q316 following a management review of the cards portfolio impairment modelling.

Operating expenses decreased 1% to £9,461m. CIB decreased 4% to £7,624m reflecting lower litigation and conduct costs. This was partially offset by the appreciation of average USD against GBP.

Net interest incomeGBP, an additional charge in Q416 relating to the 2016 compensation awards, higher restructuring costs, £150m of which related to reducing the real estate footprint in Q316, and higher structural reform programme implementation costs including those relating to the incorporation of the US IHC on 1 July 2016. Consumer, Cards and Payments increased 8%10% to £3,044m driven by volume growth. Net interest margin decreased to 8.75% (2013: 8.99%)£1,837m due to a change in product mixcontinued business growth and the impactappreciation of promotional offers, particularly in the US,average USD and EUR against GBP, partially offset by lower fundingrestructuring costs.

Net feeThe cost: income ratio was 63% (2015: 70%), RoE was 8.8% (2015: 6.6%) and commission incomeRoTE was 9.8% (2015: 7.2%).

Loans and advances to banks and customers at amortised cost increased 2%£27.2bn to £1,286m£211.3bn with CIB increasing £19.6bn to £171.6bn due to increased lending and cash collateral and the appreciation of USD and EUR against GBP. Consumer, Cards and Payments increased £7.6bn to £39.7bn driven by appreciation of USD and EUR against GBP and growth in payment volumes.Barclaycard US, including the acquisition of the JetBlue credit card portfolio.

Trading portfolio assets increased £11.3bn to £73.2bn due to an increase in client activity and appreciation of major currencies against GBP.

Derivative financial instrument assets and liabilities increased £44.7bn to £156.2bn and £41.6bn to £160.6bn respectively, due to the appreciation of USD and EUR against GBP and decreases in forward interest rates.

 

 
 2014 2013 2012   
 £m £m £m   

 

 

Income statement information

   

Net interest income

  3,044    2,829    2,632    

Net fee and commission income

  1,286    1,256    1,166    

Other income

  26    18    18    

 

 

Total income

  4,356    4,103    3,816    

Credit impairment charges and other provisions

  (1,183  (1,096  (1,000)   

 

 

Net operating income

  3,173    3,007    2,816    

 

 

Operating expenses

  (1,727  (1,786  (1,669)   

UK bank levy

  (29  (22  (15)   

Costs to achieve Transform

  (118  (49  –    

 

 

Total operating expenses

  (1,874  (1,857  (1,684)   

Other net income

  40    33    29    

 

 

Profit before tax

  1,339    1,183    1,161    

Attributable profit

  938    822    812    

Balance sheet information

   

 

 

Loans and advances to customers at amortised cost

  £36.6bn    £31.5bn    £28.8bn    

Total assets

  £41.3bn    £34.4bn    £32.9bn    

Customer deposits

  £7.3bn    £5.1bn    £2.7bn    

Risk weighted assetsa

  £39.9bn    £35.7bn    n/a    

Average allocated tangible equityb

  £4.7bn    £4.1bn    £3.4bn    

Average allocated equityb

  £5.9bn    £5.3bn    £4.5bn    

 

 

Financial assets designated at fair value increased £15.5bn to £62.3bn and reverse repurchase agreements and other similar lending decreased £11.3bn to £13.4bn. Since 2015, new reverse repurchase agreements in certain businesses have been designated at fair value to better align to the way the business manages the portfolio’s risk and performance. On a net basis reverse repos have increased by £4.2bn as a result of increased matched book trading.

NotesCustomer deposits increased £30.6bn to £216.2bn, with CIB increasing £22.4bn to £166.2bn primarily driven by increases in deposits cash collateral and the appreciation of USD and EUR against GBP. Consumer, Cards and Payments increased £8.2bn to £50.0bn driven by balance growth in Barclaycard US and Private Banking, and the appreciation of USD and EUR against GBP.

aRWAs are on a CRD IV fully loaded basis. CRD IV rules came into effect in 2013; therefore no 2012 comparatives are available.
b2012 returns calculated using average allocated equity based on CRD III RWAs and capital deductions.

RWAs increased £17.9bn to £212.7bn, due to the appreciation of USD against GBP, and business growth, including the acquisition of the JetBlue credit card portfolio in Consumer, Cards and Payments.

 

 

|  203


Credit impairment charges increased 8% to £1,183m due to asset growth and enhanced coverage for forbearance. Delinquency rates remained broadly stable and the loan loss rate reduced 24bps to 308bps.

Total operating expenses increased 1% to £1,874m driven by higher costs to achieve Transform of £118m (2013: £49m), partially offset by depreciation of average USD against GBP, VAT refunds and savings from Transform programmes, including insourcing of services, consolidation of sites and digitalisation.

Loans and advances to customers increased 16% to £36.6bn reflecting growth across all geographies, including the impact of promotional offers and the acquisition of portfolios in the US.

Total assets increased 20% to £41.3bn due to the increase in loans and advances to customers.

Customer deposits increased 43% to £7.3bn driven by the deposits funding strategy in the US.

RWAs increased 12% to £39.9bn primarily driven by the growth in loans and advances to customers.

2013 compared to 2012

Profit before tax increased 2% to £1,183m.

Total income increased 8% to £4,103m reflecting net lending growth. UK income, including both the consumer and merchant sides of payments, increased 4% to £2,583m reflecting net lending growth and lower funding costs. International income increased 15% to £1,520m reflecting strong growth in the US and Germany.

Net interest income increased 7% to £2,829m driven by volume growth. The impact of promotional offers and a change in product mix, with growth through the US partner portfolio, were offset by lower funding costs.

Net fee and commission income improved 8% to £1,256m due to increased payment volumes, predominantly in the US and UK.

Credit impairment charges increased 10% to £1,096m primarily driven by volume growth and non-recurrence of provision releases in 2012 with the loan loss rate remaining broadly stable at 332bps (2012: 328bps). Delinquency rates fell in the UK and US consumer cards businesses.

Total operating expenses increased 10% to £1,857m reflecting net lending growth, higher operating losses and costs to achieve Transform of £49m (2012: £nil).

 

 
 

2014

£m

 

2013

£m

 

2012  

£m  

 

 

 

Key facts

      

 

 

30 days arrears rates – UK cards

   2.5%     2.4%     2.5%    

30 days arrears rates – US cards

   2.1%     2.1%     2.4%    

Number of employees (full time equivalent)

   12,200     11,000     10,000    

 

 

Performance measures

      

 

 

Return on average tangible equitya

   19.9%     19.9%     23.7%    

Return on average equitya

   16.0%     15.5%     18.0%    

Cost: income ratio

   43%     45%     44%    

Loan loss rate (bps)

   308     332     328    

 

 

Note

a2012 returns calculated using average allocated equity based176    Barclays PLC and Barclays Bank PLC 2017 Annual Report on CRD III RWAs and capital deductions.

204  |


Financial reviewForm 20-F

Analysis of results by business

Africa Banking

£3,664m

total income net of insurance claims

£984m

profit before tax

2014 compared to 2013

Based on average rates, the ZAR depreciated against GBP by 18% in 2014. The deterioration was a significant contributor to the movement in the reported results of Africa Banking. The discussion of business performance below is based on results on a constant currency basis unless otherwise stateda.

Profit before tax increased 13% to £984m, reflecting good growth in Corporate and Investment Banking (CIB) and Retail and Business Banking (RBB). CIB experienced strong income growth, driven by the corporate banking business outside South Africa, and improved investment banking trading performance across Africa. Continued progress was made on the RBB South Africa turnaround strategy, with increased net fee and commission income growth in the second half of the year, and Wealth, Investment Management and Insurance (WIMI) delivered strong growth outside South Africa due to expansion initiatives. On a reported basisb, profit before tax decreased 6%.

Total income net of insurance claims increased 7% to £3,664m. On a reported basis, total income net of insurance claims decreased 9%.

Net interest income increased 9% to £2,093m, primarily driven by higher average loans and advances to customers in CIB and growth in customer deposits in RBB in South Africa. Net interest margin on a reported basis increased 14bps to 5.95% following the rise in the South African benchmark interest rate and the favourable impact of higher deposit margins, partially offset by lower rates outside South Africa. On a reported basis, net interest income decreased 7%.

Net fee and commission income increased 2% to £1,086m mainly reflecting increased RBB transactions in South Africa. On a reported basis, net fee and commission income decreased 13%.

Credit impairment charges decreased 14% to £349m and on a reported basis the loan loss rate improved 35bps to 93bps, driven by reduced impairments in the South Africa mortgages portfolio and business banking, partially offset by increased impairments in the card portfolio. On a reported basis, credit impairment charges decreased 27%.

 

 
       Constant currencyb 
     

 

 

 
 

2014

£m

 

2013

£m

 

2012

£m

 

2014

£m

 

2013 

£m  

 

 

 

Income statement information

      

Net interest income

   2,093    2,245    2,313    2,093    1,912    

Net fee and commission income

   1,086    1,254    1,384    1,086    1,067    

Net trading income

   250    260    328    250    219    

Net premiums from insurance contracts

   337    374    432    337    316    

Other income

   68    91    65    68    78    

 

 

Total income

   3,834    4,224    4,522    3,834    3,592    

Net claims and benefits incurred under insurance contracts

   (170  (185  (208  (170  (157)   

 

 

Total income net of insurance claims

   3,664    4,039    4,314    3,664    3,435    

Credit impairment charges and other provisions

   (349  (479  (695  (349  (406)   

 

 

Net operating income

   3,315    3,560    3,619    3,315    3,029    

 

 

Operating expenses

   (2,246  (2,451  (2,584  (2,246  (2,098)   

UK bank levy

   (45  (42  (34  (45  (42)   

Costs to achieve Transform

   (51  (26      (51  (23)   

 

 

Total operating expenses

   (2,342  (2,519  (2,618  (2,342  (2,163)   

Other net income

   11    8    18    11    7    

 

 

Profit before tax

   984    1,049    1,019    984    873    

Attributable profit

   360    356    347    360    289    

Balance sheet information

      

 

 

Loans and advances to customers at amortised cost

   £35.2bn    £34.9bn    £41.2bn    £35.2bn    £33.6bn    

Total assets

   £55.5bn    £54.9bn    £64.9bn    £55.5bn    £52.8bn    

Customer deposits

   £35.0bn    £34.6bn    £39.7bn    £35.0bn    £33.3bn    

Risk weighted assetsc

   £38.5bn    £38.0bn    n/a    

Average tangible equity

   £2.8bn    £3.2bn    £3.5bn    

Average equity

   £3.9bn    £4.4bn    £4.9bn    

 

 

Notes

aConstant currency results in Africa Banking are calculated by converting ZAR results into GBP using the average exchange rate for the year ended 31 December 2014 for the income statement and the 31 December 2014 closing exchange rate for the balance sheet and applying those rates to the results as of and for the year ended 31 December 2013, in order to eliminate the impact of movement in exchange rates between the two periods.
bReported basis represents results in GBP using actual exchange rates.
cRWAs are on a CRD IV fully loaded basis. CRD IV rules came into effect in 2013; therefore no 2012 comparatives are available.

|  205


Total operating expenses increased 8% to £2,342m largely reflecting inflationary increases, resulting in higher staff costs, and increased investment spend on key initiatives, including higher costs to achieve Transform of £51m (2013: £23m), partially offset by savings from Transform programmes. On a reported basis, total operating expenses decreased 7%.

Loans and advances to customers increased 5% to £35.2bn primarily driven by strong corporate banking growth across Africa in CIB and limited growth in RBB, mainly due to a modest reduction in the South Africa mortgages portfolio. On a reported basis, loans and advances to customers increased 1%.

Total assets increased 5% to £55.5bn due to the increase in loans and advances to customers. On a reported basis, total assets increased 1%.

Customer deposits increased 5% to £35.0bn reflecting strong growth in the South African RBB business. On a reported basis, customer deposits increased 1%.

RWAs increased 1% to £38.5bn on a reported basis, primarily driven by growth in loans and advances to customers, partially offset by the depreciation of ZAR against GBP.

2013 compared to 2012

Based on average rates, the ZAR depreciated against GBP by 16% in 2013. The deterioration was a significant contributor to the movement in the reported results of Africa Banking.

Profit before tax increased 3% to £1,049m. When excluding the impact of the depreciation of average ZAR against GBP, profit before tax increased approximately 19%.

Total income net of insurance claims declined 6% to £4,039m reflecting adverse currency movements and continued pressure on RBB transaction volumes, partially offset by strong balance sheet growth in CIB and the impact from the full-year inclusion of the Edcon card portfolio acquired in the second half of 2012.

Net interest income decreased 3% to £2,245m due to adverse currency movements, partially offset by the benefit from the inclusion of the Edcon card portfolio for the full year and the impact of growth in loans and advances to customers in CIB and RBB.

Net fee and commission income declined 9% to £1,254m due to adverse currency movements, partially offset by the benefit from the full-year inclusion of the Edcon card portfolio and modest growth in RBB fee and commission income.

Credit impairment charges decreased 31% to £479m driven by favourable currency movements and lower provisions on the South African home loans recovery book and business banking portfolio, partially offset by increased impairment in the card business, reflecting the inclusion of the Edcon portfolio for the full year and an increase in the loan loss rate on the remaining portfolio. The total loan loss rate improved 30bps to 128bps.

Total operating expenses decreased 4% to £2,519m reflecting favourable currency movements, partially offset by higher staff costs driven by inflationary pressures and increased incentives, increased investment spend on key initiatives including costs to achieve Transform of £26m (2012: £nil) and the inclusion of the Edcon card portfolio for the full year.

 

 
 

2014 

£m 

 

2013

£m

 

2012  

£m  

 

 

 

Key facts

      

 

 

Average LTV of mortgage portfolioa

   59.9%      62.3%     65.6%    

Average LTV of new mortgage lendinga

   74.8%      74.9%     75.3%    

Number of distribution points

   1,349      1,396     1,451    

Number of employees (full time equivalent)

   45,000      45,900     45,000    

ZAR/£ – Period end

   18.03      17.37     13.74    

ZAR/£ – Average

   17.84      15.10     13.03    

 

 

 

Performance measures

      

 

 

Return on average tangible equityb

   12.9%      11.3%     10.0%    

Return on average equityb

   9.3%      8.1%     7.2%    

Cost: income ratio

   64%      62%     61%    

Loan loss rate (bps)

   93      128     158    

 

 

Note

aAverage LTV of mortgage portfolio and new mortgage lending calculated on the balance weighted basis for South Africa.
b2012 returns calculated using average allocated equity based on CRD III RWAs and capital deductions.

206  | 


Financial review

Analysis of results by business

    

    

 

Investment BankHead Office

 

    

2017

£m

  

2016

£m

  

2015

£m

 
Income statement information             
Net interest income   (435  (183  (305
Net fee, commission and other incomea   276   286   643 
Total income   (159  103   338 
Credit impairment charges and other provisions   (17      
Net operating (expenses)/income   (176  103   338 
Operating expenses excluding UK bank levy and litigation and conduct   (277  (135  (272
UK bank levy   (41  (2  (8
Litigation and conduct   (151  (27  (66
Operating expenses   (469  (164  (346
Other net (expenses)/income   (189  128   (106
(Loss)/profit before tax   (834  67   (114
Attributable (loss)/profit   (868  110   11 
Balance sheet information             
Total assets   £39.7bn   £75.2bn   £59.4bn 
Risk weighted assetsb   £31.8bn   £53.3bn   £39.7bn 
Key facts             
Number of employees (full time equivalent)c   45,600   100   100 
Performance measures             
Average allocated equity   £10.6bn   £8.0bn   £3.9bn 
Average allocated tangible equity (£bn)   £9.3bn   £6.5bn   £2.6bn 

Notes

a

£7,588m

totalFollowing the early adoption of the own credit provisions of IFRS 9 on 1 January 2017, own credit, which was previously reported in net fee, commission and other income,

£1,377m

profit before tax

is now recognised in other comprehensive income. The comparative figures for net fee, commission and other income include own credit.
bIncludes Africa Banking RWAs of £6.4bn (December 2016: £42.3bn).
cAs a result of the establishment of the Group Service Company in September 2017, employees who are now employed by the Group Service Company and who were previously allocated to, or were within, Barclays UK and Barclays International are now reported in Head Office.

20142017 compared to 20132016

Loss before tax was £834m (2016: profit of £67m).

Total income reduced to an expense of £159m (2016: income of £103m) primarily due to lower net income from treasury operations.

Operating expenses increased to £469m (2016: £164m) due to costs associated withNon-Core assets and businesses, which were integrated on 1 July 2017, and increased litigation and conduct costs, including a settlement to resolve the civil action brought by the US Federal Energy Regulatory Commission’s Office of Enforcement and provisions for other legacy redress.

Other net expenses were £189m (2016: income of £128m) driven by an expense of £180m on the recycling of the currency translation reserve to the income statement on the sale of Barclays Bank Egypt. 2016 included a gain due to recycling of the currency translation reserve on disposal of the Southern European cards business.

Total assets decreased to £39.7bn (December 2016: £75.2bn) primarily due to the accounting deconsolidation of BAGL, which accounted for £65bn of total assets on deconsolidation from the Barclays Group. This was partially offset by the integration ofNon-Core assets on 1 July 2017, of which c.£9bn related to Italian mortgages.

RWAs decreased to £31.8bn (December 2016: £53.3bn) reflecting a £31.1bn reduction as a result of the proportional consolidation of BAGL, partially offset by the integration ofNon-Core assets.

2016 compared to 2015

Profit before tax was £67m (2015: loss of £114m).

Net operating income decreased 32%70% to £1,377m. The Investment Bank continues£103m due to make progress on its origination-led strategy, building on leading positions in its home marketsan own credit charge of the UK and US, while driving cost savings and RWA efficiencies. The business is focused on a simpler product set in Markets, which will enable it to build on existing strengths and adapt to regulatory developments. The business continued to execute this strategy despite difficult market-making conditions and continued low levels£35m (2015: gain of activity. This has particularly impacted credit and interest rate products, resulting in an income decline across the Markets businesses. This decline was£430m), partially offset by improved banking performancechanges in net income from treasury operations.

Operating expenses reduced 53% to £164m primarily due to a reduction in structural reform implementation costs now allocated to the businesses and significant cost reductions as a result of savings from Transform programmes.

Total income decreased 12% to £7,588m, including the impact of depreciation of average USD against GBP. Banking income increased 2% to £2,528m. Investment Banking fee income decreased 2% to £2,111m driven by lower debt underwriting fees, partially offset by higher financial advisoryreduction in litigation and equity underwriting fees. Lendingconduct costs.

Other net income increased to £417m (2013: £325m)£128m (2015: expense of £106m) primarily due to lower fair valuerecycling of the currency translation reserve on the disposal of the Southern European cards business. The 2015 expense included losses on hedges and higher net interest and fee income.sale relating to legacy businesses.

Markets income decreased 18%Total assets increased £15.8bn to £5,040m. Credit decreased 17% to £1,044m£75.2bn primarily driven by reduced volatilitythe appreciation of ZAR against GBP.

RWAs increased £13.6bn to £53.3bn primarily driven by the appreciation of ZAR against GBP and client activity,the reallocation of operational risk RWAs fromNon-Core associated with lower income in distressed credit, US high yieldexited businesses and US high grade products. Equities decreased 11% to £2,046m due to declines in cash equities and equity derivatives, reflecting lower client volumes, partially offset by higher income in equity financing. Macro decreased 24% to £1,950m reflecting subdued client activity in rates and lower volatility in currency markets in the first half of the year.assets.

 

 
 

2014 

£m 

 

2013a

£m

 

2012  

£m  

 

 

 

Income statement information

     

Net interest income

   647      393    209    

Net fee and commission income

   3,087      3,232    3,024    

Net trading income

   3,735      4,969    5,903    

Net investment income

   119      2    (37)   

Other income

   –          5    

 

 

Total income

   7,588      8,596    9,104    

Credit impairment releases/(charges) and other provisions

   14      22    (50)   

 

 

Net operating income

   7,602      8,618    9,054    

 

 

Operating expenses

   (5,633)     (6,172  (6,361)   

UK bank levy

   (218)     (236  (139)   

Costs to achieve Transform

   (374)     (190  –    

 

 

Total operating expenses

   (6,225)     (6,598  (6,500)   

 

 

Profit before tax

   1,377      2,020    2,554    

Attributable profit

   397      1,308    1,235    

 

Balance sheet information

     

 

 

Loans and advances to banks and customers at amortised costb

   £106.3bn      £104.5bn    £93.2bn    

Trading portfolio assets

   £94.8bn      £96.6bn    £94.8bn    

Derivative financial instrument assets

   £152.6bn      £108.7bn    £116.9bn    

Derivative financial instrument liabilities

   £160.6bn      £116.6bn    £123.2bn    

Reverse repurchase agreements and other similar secured lending

   £64.3bn      £78.2bn    £70.5bn    

Total assetsa

   £455.7bn      £438.0bn    £398.5bn    

Risk weighted assetsa,c

   £122.4bn      £124.4bn    n/a    

Average allocated tangible equityd

   £14.6bn      £15.3bn    £12.0bn    

Average allocated equityd

   £15.4bn      £15.9bn    £12.6bn    

 

 

Notes

a2013 adjusted income and profit before tax have been restated to exclude the Q213 £259m gain relating to assets not yet received from the US Lehman acquisition to aid comparability given its material nature in the current year. In addition, December 2013 and December 2012 US Lehman acquisition assets and RWAs of £1.6bn and £1.9bn respectively, have been restated for the reclassification of these assets from the Investment Bank to Head Office to more accurately reflect responsibility for the resolution of this matter.
bAs at 31 December 2014 loans and advances included £86.4bn (2013: £84.1bn) of loans and advances to customers (including settlement balances of £25.8bn (2013: £33.2bn) and cash collateral of £32.2bn (2013: £25.6bn)) and loans and advances to banks of £19.9bn (2013: £20.4bn) (including settlement balances of £2.7bn (2013: £4.4bn) and cash collateral of £6.9bn (2013: £6.4bn)).
cRWAs are on a CRD IV fully loaded basis. CRD IV rules came into effect in 2013; therefore no 2012 comparatives are available.
d2012 returns calculated using average allocated equity based on CRD III RWAs and capital deductions.

 

 

|  207
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    177


Financial review

Analysis of results by business

 

 

BarclaysNon-Core

    

        2017a

£m 

  

2016

£m

  

2015

£m

 
Income statement information    
Net interest income   (112  160   615 
Net trading income   (488  (1,703  (706
Net fee, commission and other income   70   379   703 
Total income   (530  (1,164  612 
Credit impairment charges and other provisions   (30  (122  (134
Net operating (expenses)/income   (560  (1,286  478 
Operating expenses excluding UK bank levy and litigation and conduct   (256  (1,509  (1,958
UK bank levy      (76  (88
Litigation and conduct   (28  (246  (500
Operating expenses   (284  (1,831  (2,546
Other net income/(expenses)   197   331   (535
Loss before tax   (647  (2,786  (2,603
Attributable loss   (419  (1,916  (2,418
Balance sheet information             
Loans and advances to banks and customers at amortised cost      £51.1bn   £51.8bn 
Derivative financial instrument assets      £188.7bn   £213.7bn 
Derivative financial instrument liabilities      £178.6bn   £202.1bn 
Reverse repurchase agreements and other similar secured lending      £0.1bn   £3.1bn 
Financial assets designated at fair value      £14.5bn   £21.4bn 
Total assets      £279.7bn   £325.8bn 
Customer deposits      £12.5bn   £20.9bn 
Risk weighted assets      £32.1bn   £54.3bn 
Key facts             
Number of employees (full time equivalent)      5,500   9,900 

Note

aRepresents financial results for the six months ended 30 June 2017.

Net credit impairment release of £14m (2013: £22m) arose from a number of single name exposures.

Total operating expenses decreased 6% to £6,225m reflecting a 9% reduction in compensation costs to £3,620m, savings from Transform programmes, including business restructuring, continued rationalisation ofTheNon-Core segment was closed on 1 July 2017 with the technology platform and real estate infrastructure, and depreciation of average USD against GBP. This was partially offset by increased costs to achieve Transform of £374m (2013: £190m) and litigation and conduct charges.

Loans and advances to customers and banks increased 2% to £106.3bn driven by an increase in cash collateral and lending, partially offset by a reduction in settlement balances due to reduced activity.

Derivative financial instrumentresidual assets and liabilities increased 40% to £152.6bnreintegrated into, and 38% to £160.6bn respectively, driven by decreasesassociated financial performance subsequently reported in, predominantly GBP, USDBarclays UK, Barclays International and EUR forward interest rates, and strengthening of USD against major currencies.Head Office.

Reverse repurchase agreements and other similar secured lending decreased 18% to £64.3bn due to decreased match book trading and funding requirements.

Total assets increased 4% to £455.7bn due to an increase in derivative financial instrument assets, partially offset by a decrease in reverse repurchase agreements and other similar secured lending, and financial assets at fair value.

RWAs decreased 2% to £122.4bn primarily driven by risk reductionsFinancial results up until 30 June 2017 are reflected in the trading book, partially offset byNon-Core segment within the implementation of a revised credit risk modelGroup’s results for assessing counterparty probability of default.the year ended

31 December 2017.

    

2013 compared to 2012

Profit before tax decreased 21% to £2,020m.

Total income decreased 6% to £8,596m, including the impact of appreciation of average USD against GBP.

Banking income increased 16% to £2,485m. Within Banking, Investment Banking fee income increased 6% to £2,160m driven by increased equity underwriting fees, with debt underwriting and financial advisory largely in line. Lending income increased to £325m (2012: £109m) driven by lower fair value losses on hedges and higher net interest and fee income.

Markets income decreased 12% to £6,134m. Credit and Macro income decreased 10% to £1,257m and 28% to £2,580m respectively, driven by securitised products and rates as market uncertainty around central banks tapering of quantitative easing programmes impacted activity. Europe and the US were particularly impacted, while Asia benefited from improved currency income. The prior year benefitted from the European Long Term Refinancing Operation (LTRO) in H112, the ECB bond buying programme and reduced benchmark interest rates in H212. Equities increased 13% to £2,297m reflecting higher commission income and increased client volumes.

Net credit impairment release of £22m (2012: charge of £50m) arose from a number of single name exposures.

Total operating expenses increased 2% to £6,598m, including an increase due to higher UK bank levy of £236m (2012: £139m) following an increase in the rate, appreciation of average USD against GBP, costs to achieve Transform of £190m (2012: £nil), partly offset by lower litigation and conduct charges.

 

 
 

2014

£m

 

2013

£m

 

2012 

£m 

 

 

 

Key facts

     

 

 

Number of employees (full time equivalent)

   20,500     22,600    22,100   

 

 

 

Performance measures

     

 

 

Return on average tangible equitya

   2.8%     8.5%    10.1%   

Return on average equitya

   2.7%     8.2%    9.6%   

Cost: income ratio

   82%     77%    71%   

 

 

 

Analysis of total income

     

 

 

Investment banking fees

   2,111     2,160    2,042   

Lending

   417     325    109   

 

 

Banking

   2,528     2,485    2,151   

Credit

   1,044     1,257    1,402   

Equities

   2,046     2,297    2,025   

Macro

   1,950     2,580    3,559   

 

 

Markets

   5,040     6,134    6,986   

 

 

Banking and Markets

   7,568     8,619    9,137   

Otherb

   20     (23  (33)  

 

 

Total income

   7,588     8,596    9,104   

 

 

Notes

a2012 returns calculated using average allocated equity based on CRD III RWAs and capital deductions.
b2013 adjusted income and profit before tax have been restated to exclude the Q213 £259m gain relating to assets not yet received from the US Lehman acquisition to aid comparability given its material nature in the current year. In addition, December 2013 and December 2012 US Lehman acquisition assets and RWAs of £1.6bn and £1.9bn respectively, have been restated for the reclassification of these assets from the Investment Bank to Head Office to more accurately reflect responsibility for the resolution of this matter.

 

208  |178    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Financial review

Analysis of results by business

    

    

 

Head OfficeDiscontinued Operation: Africa Banking

2014 compared

    

        2017a

£m 

  

        2016

£m

  

        2015

£m

 
Income statement information    
Net interest income   1,024   2,169   1,950 
Net fee, commission and other income   762   1,577   1,464 
Total income   1,786   3,746   3,414 
Credit impairment charges and other provisions   (177  (445  (353
Net operating income   1,609   3,301   3,061 
Operating expenses excluding UK bank levy and impairment of Barclays’ holding in BAGL   (1,130  (2,345  (2,091
UK bank levy      (65  (50
Other net income excluding loss on sale of BAGL   5   6   7 
Profit before tax excluding impairment of Barclays’ holding in BAGL and loss on sale of BAGL   484   897   927 
Impairment of Barclays’ holding in BAGL   (1,090      
Loss on sale of BAGL   (1,435      
(Loss)/profit before tax   (2,041  897   927 
Tax charge   (154  (306  (301
(Loss)/profit after tax   (2,195  591   626 
Attributable (loss)/profit   (2,335  189   302 
Balance sheet information             
Total assets     £65.1bn  £47.9bn 
Risk weighted assets     £42.3bn  £31.7bn 
Key facts             
Number of employees (full time equivalent)      40,800   41,500 

Note

aThe Africa Banking income statement represents five months of results as a discontinued operation to 31 May 2017.

On 1 March 2016, Barclays announced its intention to 2013

Profit before tax of £97m improvedreduce the Group’s 62.3% interest in BAGL to a level which would permit Barclays to deconsolidate BAGL from a lossregulatory perspective and, prior to that, from an accounting perspective. From this date, BAGL was treated as a discontinued operation. On 5 May 2016, Barclays sold 12.2% of £15mthe Group’s interest in 2013.

Net operating income increased to £242m (2013: £145m) predominantly due to net gainsBAGL and on 1 June 2017 Barclays sold a further 33.7% of £88m from foreign exchange recycling arisingBAGL’s issued share capital, resulting in the accounting deconsolidation of BAGL from the restructureBarclays Group. At this time, Barclays’ holding in BAGL technically met the requirements to be treated as an Associate. However, following a revision of group subsidiaries.its governance rights in July 2017 and the difference being immaterial, the holding was treated as an AFS asset from the transaction date.

Total operating expenses decreased £22m to £142m mainly dueIn Q317 Barclays contributed 1.5% of BAGL’s ordinary shares to a reductionBlack Economic Empowerment scheme, resulting in UK bank levy to £9m (2013: £29m), the non-recurrenceBarclays accounting for 126 million ordinary shares in BAGL, representing 14.9% of costs associated with the Salz Review and the establishment of the Transform programmeBAGL’s issued share capital. The retained investment is reported as an AFS asset in the prior year, partially offset by increased litigation and conduct charges.

Total assets increased £22.5bn to £49.1bn reflecting an increaseHead Office segment, with Barclays’ share of BAGL’s dividend recognised in the Group liquidity pool assets.Head Office income statement.

RWAs decreased £10.6bnFor regulatory reporting purposes, BAGL is treated on a proportional consolidated basis based on a holding of 14.9% as at Q417. Subject to £5.6bn, includingregulatory approval, Barclays expects to fully deconsolidate BAGL from a regulatory perspective by the receiptend of certain US Lehman acquisition assets and a £6.9bn revision to 2013 RWAs following full implementation of CRD IV reporting, as disclosed in the 30 June 2014 Results Announcement.

Negative average allocated equity reduced to £0.4bn (2013: £7.0bn) as the Group moved towards the allocation rate of 10.5% fully loaded CRD IV CET1 ratio during the year, resulting in a reduction in excess equity allocated to businesses.

2018.

    

2013 compared to 2012

Loss before tax of £15m moved from a profit of £190m in 2012.

Net operating income decreased 57% to £145m predominantly due to the non-recurrence of gains related to hedges of employee share awards in Q112 of £235m.

Total operating expenses were broadly in line at £164m (2012: £165m), reflecting the non-recurrence of the £97m penalty arising from the industry-wide investigation into the setting of inter-bank offered rates recognised in 2012, mainly offset by costs to achieve Transform of £22m (2012: £nil) and regulatory investigation and legal costs.

 

 
 

2014

£m

 

2013a

£m

 

2012  

£m  

 

 

 

Income statement information

    

 

 

Total income

   242    142    341    

Credit impairment releases/(charges) and other provisions

       3    (7)   

 

 

Net operating income

   242    145    334    

 

 

Operating expenses

   (123  (113  (139)   

UK bank levy

   (9  (29  (26)   

Cost to achieve Transform

   (10  (22  –    

 

 

Total operating expenses

   (142  (164  (165)   

Other net (expense)/income

   (3  4    21    

 

 

Profit/(loss) before tax

   97    (15  190    

Attributable profit/(loss)

   112    (89  23    

 

Balance sheet information

    

 

 

Total assetsa

   £49.1bn    £26.6bn    £148.4bn    

Risk weighted assetsa,b

   £5.6bn    £16.2bn    n/a    

Average allocated tangible equity

   £(0.6)bn    £(7.4)bn    £2.9bn    

Average allocated equity

   £(0.4)bn    £(7.0)bn    £3.4bn    

 

 

 

Key facts

    

 

 

Number of employees (full time equivalent)

   100    100    100    

 

 

Notes

aUS Lehman acquisition assets and RWAs for December 2013 and December 2012 of £1.6bn and £1.9bn respectively have been restated for the reclassification of these assets from the Investment Bank to Head Office to more accurately reflect responsibility for the resolution of this matter.
bRWAs are on a CRD IV fully loaded basis. CRD IV rules came into effect in 2013; therefore no 2012 comparatives are available.

 

 

|  209
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    179


Financial review

Analysis of results by business

 

 

Margins analysis

Total Barclays UK and Barclays International net interest income increased 1% to £10.4bn due to an increase in average customer assets to £278.5bn (2016: £274.6bn) with growth in Barclays UK, partially offset by a reduction in Barclays International.

Net interest margin decreased 2bps to 3.74% primarily reflecting the integration of ESHLA loans fromNon-Core on 1 July 2017 into Barclays Non-CoreUK, partially offset by broadly stable net interest income in Barclays International, despite reducing average customer assets. Group net interest income decreased to

£9.8bn (2016: £10.5bn) including net structural hedge contributions of £1.3bn (2016: £1.5bn).

Net interest margin by business reflects movements in the Group’s internal funding rates which are based on the cost to the Group of alternative funding in wholesale markets. The internal funding rate prices intra-group funding and liquidity to appropriately give credit to businesses with net surplus liquidity and to charge those businesses in need of alternative funding at a rate that is driven by prevailing market rates and includes a term premium.

    Year ended 31 December 2017   Year ended 31 December 2016 
    

Net
        interest
income

£m

  

Average
        customer
assets

£m

   

Net
        interest
margin

%

   

Net
        interest
income

£m

   

Average
        customer
assets

£m

   

Net
        interest
margin

%

 
Barclays UK   6,086   174,484    3.49    6,048    167,233    3.62 
Barclays Internationala   4,326   104,039    4.16    4,275    107,333    3.98 
Total Barclays UK and Barclays International   10,412   278,523    3.74    10,323    274,566    3.76 
Otherb   (567            214           
Total net interest income   9,845             10,537           

Notes

aBarclays International margins include interest earning lending balances within the investment banking business.
bOther includes Head Office andnon-lending related investment banking balances. BarclaysNon-Core is included for the full comparative period and the first six months of the current period.

 

£1,050m

total income net of insurance claims

£1,180m

loss before tax

Barclays Non-Core (BNC) groups together businesses and assets that are no longer strategically attractive to Barclays and are being managed under three broad categories:

¡180    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F Businesses, including all of Europe Retail;

¡Securities and Loans, incorporating Investment Bank portfolio assets and the Education and Social Housing and Local Authority (ESHLA) loan portfolio; and

¡Derivatives, including the traded legacy derivatives portfolio.

What we do

Barclays Non-Core (BNC) was formed to oversee the divestment of Barclays’ non-strategic assets and businesses, releasing capital to stimulate strategic growth in our Core business.

BNC brings together businesses and assets that do not fit our client strategy, remain sub-scale with limited growth opportunities, or are challenged by the regulatory capital environment. Non-Core assets have been grouped together in BNC, comprising three main elements: principal businesses, securities and loans, and derivatives.

Several of the businesses managed within BNC are profitable and will be attractive to other owners.

All of BNC will be exited over time, through sale or run-off. Reducing the capital and cost base will help improve Group returns and deliver shareholder value.

Criteria for BNC

Two criteria were used to determine which businesses should be placed in BNC:

Strategic fit: Businesses either not client-driven or operate in areas where we do not have competitive advantage.

Returns on both a CRD IV capital and leverage exposure: Capital and/ or leverage-intensive businesses, unlikely to meet our target returns over the medium term.

Almost 80% of BNC RWAs relate to the Non-Core Investment Bank at the creation of BNC. It includes the majority of our commodities and emerging markets businesses, elements of other trading businesses including legacy derivative transactions, and non-strategic businesses. The key Non-Core portfolios outside the Non-Core Investment Bank comprise the whole of our European retail business, some European corporate exposures and a small number of Barclaycard and Wealth portfolios.

BNC is run by a dedicated management team operating within a clear governance framework to optimise shareholder value and preserve maximum book value as businesses and assets are divested.

Market, environment and risks

To divest BNC successfully we are partly dependent on external market factors. The income from our businesses and assets, the quantum of associated RWAs and finally market appetite for BNC components are all influenced by market environment. In addition, regulatory changes in the treatment of RWAs can significantly impact our ‘stock’ of RWAs. These factors, alongside continued regulatory change, mean the market environment in which BNC operates can have positive or negative consequences for our planned run-down profile.

Although the emphasis is on bringing down RWAs, reducing costs in BNC is also critical. We will be disciplined in ensuring we reduce both, although this may not always happen simultaneously.

2014 compared to 2013

Loss before tax reduced 24% to £1,180m as Barclays Non-Core (BNC) made good progress in exiting and running-down certain businesses and securities during 2014. This drove a £34.6bn reduction in RWAs, making substantial progress towards the BNC target reductions as outlined in the Group Strategy Update on 8 May 2014.

Total income net of insurance claims reduced 54% to £1,050m. Businesses income reduced 27% to £1,101m due to the sale and run-down of legacy portfolio assets and the rationalisation of product offerings within the European retail business. Securities and Loans income reduced 82% to £117m primarily driven by the active run-down of securities, fair value losses on wholesale loan portfolios and the non-recurrence of prior year favourable market movements on certain securitised products, partially offset by a £119m gain on the sale of the UAE retail banking portfolio. Derivatives income reduced £321m to an expense of £168m reflecting the funding costs of the traded legacy derivatives portfolio and the non-recurrence of fair value gains in the prior year.

Credit impairment charges improved 81% to £168m due to the non-recurrence of impairments on single name exposures, impairment releases on the wholesale portfolio as a result of confirmation on Spanish government subsidies in the renewable energy sector, and improved performance in Europe, primarily due to improved recoveries and delinquencies in the mortgages portfolio.

 

 
 

2014

£m

 

2013

£m

 

2012  

£m  

 

 

 

Income statement information

    

Net interest income

   214    307    680    

Net fee and commission income

   466    383    368    

Net trading income

   120    1,327    1,546    

Net investment income

   164    302    620    

Net premiums from insurance contracts

   290    306    386    

Other income/(expense)

   106    (8  (1)   

 

 

Total income

   1,360    2,617    3,599    

Net claims and benefits incurred under insurance contracts

   (310  (324  (392)   

 

 

Total income net of insurance claims

   1,050    2,293    3,207    

Credit impairment charges and other provisions

   (168  (900  (962)   

 

 

Net operating income

   882    1,393    2,245    

 

 

Operating expenses

   (1,708  (2,198  (2,008)   

UK bank levy

   (91  (109  (82)   

Costs to achieve Transform

   (212  (538  –    

 

 

Total operating expenses

   (2,011  (2,845  (2,090)   

Other net (expense)/income

   (51  (110  65    

 

 

(Loss)/profit before tax

   (1,180  (1,562  220    

Attributable (loss)/profit

   (1,085  (1,890  515    

 

 

210  |


Financial review

Analysis of results by business

Financial review

Non-IFRS performance measures

    

 

Barclays Non-CorecontinuedBarclays’ management believes that thenon-IFRS

Total operating expenses improved 29% performance measures included in this document provide valuable information to £2,011m reflecting savings from Transform programmes, including lower headcount and the resultsreaders of the previously announced European retail restructuring. In addition, costsfinancial statements as they enable the reader to achieve Transform reduced 61%identify a more consistent basis for comparing the business’ performance between financial periods, and provide more detail concerning the elements of performance which the managers of these businesses are most directly able to £212m.

Loans and advances to banks and customers reduced 22% to £63.9bn due to a £12.9bn reclassificationinfluence or are relevant for an assessment of loans relating to the Spanish business, which was held for sale, and a reduction in Europe retail driven by a run-off of assets.

Trading portfolio assets reduced 48% to £15.9bn due to the sale and run-down of legacy portfolio assets.

Derivative financial instrument assets and liabilities increased 19% to £285.4bn and 21% to £277.1bn respectively, driven by decreases in major forward interest rates.

Total assets decreased 8% to £471.5bn with reduced reverse repurchase agreements and other similar secured lending, and trading portfolio assets, due to the run-down of legacy portfolio assets, offset by an increase in derivative financial instrument assets. BCBS 270 leverage exposure reduced to £277bn.

RWAs decreased £34.6bn to £75.3bn and average allocated equity decreased £3.7bn to £13.4bn, reflecting the disposal of businesses, run-down and exit of securities and loans, and derivative risk reductions.

Barclays

2013 compared to 2012

Loss before tax of £1,562m moved from a profit of £220m in 2012.

Total income net of insurance claims decreased 29% to £2,293m. Businesses income reduced 20% to £1,498m primarily driven by increased funding costsPLC and reduced trading income from legacy portfolio assets. Securities and Loans decreased 44% to £642m primarily driven by reduced income from legacy products and wholesale loan portfolios. Derivatives income decreased 13% to £153m reflecting reduced income from the traded legacy derivatives portfolio, partially offset by hedging activities.

Credit impairment charges decreased 6% to £900m primarily driven by ongoing action to reduce exposure to the property and construction sector and the impact of changes concerning government subsidies in the renewable energy sector in Spain, partially offset by a charge against single name exposures.

Operating expenses increased 36% to £2,845m reflecting costs to achieve Transform of £538m (2012: £nil), primarily due to the significant downsizingits subsidiaries (the Group). They also reflect an important aspect of the European retail distribution network,way in which operating targets are defined and increased litigationperformance is monitored by Barclays’ management.

Anynon-IFRS performance measures in this document are not a substitute for IFRS measures and conduct charges.

Other net expense of £110m moved from net income of £65m in 2012 due to a valuation adjustment recognised in respect of contractual obligations to trading partners based in locations affected by European retail distribution network restructuring plans.readers should consider the IFRS measures as well.

    

 

 
 

2014

£m

 

2013

£m

 

2012  

£m  

 

 

 

Balance sheet information

    

 

 

Loans and advances to banks and customers at amortised costa

   £63.9bn    £81.9bn    £99.1bn    

Loans and advances to customers at fair value

   £18.7bn    £17.6bn    £20.2bn    

Trading portfolio assets

   £15.9bn    £30.7bn    £45.2bn    

Derivative financial instrument assets

   £285.4bn    £239.3bn    £364.9bn    

Derivative financial instrument liabilities

   £277.1bn    £228.3bn    £354.6bn    

Reverse repurchase agreements and other similar secured lending

   £49.3bn    £104.7bn    £98.6bn    

Total assets

   £471.5bn    £511.2bn    £651.8bn    

Customer deposits

   £21.6bn    £29.3bn    £31.9bn    

Risk weighted assetsb

   £75.3bn    £109.9bn    n/a    

Average allocated tangible equity

   £13.2bn    £16.8bn    £10.5bn    

Average allocated equity

   £13.4bn    £17.1bn    £10.8bn    

 

 

 

Key facts

    

 

 

Number of employees (full time equivalent)

   8,900    9,900    11,400    

 

 

 

Performance measures

    

 

 

Return on average tangible equityc

   (5.4%  (9.6%  (1.8%)   

Return on average equityc

   (4.1%  (7.2%  (1.1%)   

Loan loss rate (bps)

   31    107    93    

 

 

 

Analysis of total income

    

 

 

Businesses

   1,101    1,498    1,876    

Securities and Loans

   117    642    1,155    

Derivatives

   (168  153    176    

 

 

Total income

   1,050    2,293    3,207    

 

 

Notes

aAs at 31 December 2014 loans and advances included £51.6bn (2013: £70.8bn) of loans and advances to customers (including settlement balances of £1.6bn (2013: £2.6bn) and cash collateral of £22.1bn (2013: £14.5bn)) and loans and advances to banks of £12.3bn (2013: £11.1bn) (including settlement balances of £0.3bn (2013: £0.8bn) and cash collateral of £11.3bn (2013: £9.5bn)).
bRWAs are on a CRD IV fully loaded basis. CRD IV rules came into effect in 2013; therefore no 2012 comparatives are available.
cReturn on average equity and average tangible equity for Barclays Non-Core represents its impact on the Group, being the difference between Barclays Group returns and Barclays Core returns.

 

 

Non-IFRS performance measures glossary

MeasureDefinition
Loan: deposit ratioLoans and advances divided by customer accounts calculated for Barclays UK and Barclays International, excluding investment banking balances other than interest earning lending. This excludes particular liabilities issued by the retail businesses that have characteristics comparable to retail deposits (for example structured Certificates of Deposit and retail bonds), which are included within debt securities in issue.
Period end allocated tangible equityAllocated tangible equity is calculated as 12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assets for each business, adjusted for CRD IV fully loaded capital deductions, excluding goodwill and intangible assets, reflecting the assumptions the Group uses for capital planning purposes. Head Office allocated tangible equity represents the difference between the Group’s tangible shareholders’ equity and the amounts allocated to businesses.
Average tangible shareholders’ equityCalculated as the average of the previous month’s period end tangible equity and the current month’s period end tangible equity. The average tangible shareholders’ equity for the period is the average of the monthly averages within that period.
Average allocated tangible equityCalculated as the average of the previous month’s period end allocated tangible equity and the current month’s period end allocated tangible equity. The average allocated tangible equity for the period is the average of the monthly averages within that period.
Return on average tangible shareholders’ equityStatutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average shareholders’ equity excludingnon-controlling interests and other equity instruments adjusted for the deduction of intangible assets and goodwill. The components of the calculation have been included on page 182.
Return on average allocated tangible equityStatutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average allocated tangible equity. The components of the calculation have been included on page 182.
Cost: income ratioOperating expenses divided by total income.
Operating expenses excluding litigation and conductOperating expenses excluding charges for litigation and conduct. The components of the calculation have been included on page 183.
Loan loss rateQuoted in basis points and represents total loan impairment divided by gross loans and advances to banks and customers held at amortised cost at the balance sheet date. The components of the calculation have been included on page 105.
Net interest marginNet interest income divided by the sum of average customer assets. The components of the calculation have been included on page 180.
Tangible net asset value per shareCalculated by dividing shareholders’ equity, excludingnon-controlling interests and other equity instruments, less goodwill and intangible assets, by the number of issued ordinary shares. The components of the calculation have been included on page 183.

|  211
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    181


Financial review

Non-IFRS performance measures

 

 

Returns and equity by business

ReturnsReturn on average equity and average tangible equity areis calculated as profit for the yearperiod attributable to ordinary equity holders of the parent (adjusted for the tax credit recorded in reserves in respect of couponsinterest payments on other equity instruments) divided by average allocated equity or average allocated tangible equity for the period, as appropriate, excludingnon-controlling and other equity interests for businesses, apart from Africa Banking (see below). businesses.

Allocated tangible equity has been calculated as 10.5%12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assetsRWAs for each business, adjusted for CRD IV fully loaded capital deductions, includingexcluding goodwill and intangible assets, reflecting the assumptions the Group uses for capital planning purposes. The excess ofHead Office average allocated Group equity, caused by the fully loaded CRD IV CET1 ratio being below 10.5% on average in the period, is allocated as negative equity to Head Office. Allocated tangible equity is calculated usingrepresents the same method, but excludes goodwilldifference between the Group’s average tangible shareholders’ equity and intangible assets.the amounts allocated to businesses.

For Africa Banking, the equity used for return on average equity is Barclays’ share of the statutory equity of the BAGL entity (together with that of the Barclays Egypt and Zimbabwe businesses which remain outside the BAGL corporate entity), as well as Barclays’ goodwill on acquisition of these businesses. The tangible equity for return on tangible equity uses the same basis, but excludes both the Barclays’ goodwill on acquisition and the goodwill and intangibles held within the BAGL statutory equity.

 

 

 

 

Return on average equity

      

 

 
 

2014

%

 

2013

%

 

2012c  

%  

 

 

 

Personal and Corporate Banking

   11.9%    9.7%    11.1%    

Barclaycard

   16.0%    15.5%    18.0%    

Africa Banking

   9.3%    8.1%    7.2%    

Investment Bank

   2.7%    8.2%    9.6%    

 

 

Barclays Core excluding Head Office

   8.9%    9.7%    10.9%    

Head Officea

   0.3%    1.6%    (0.8%)   

 

 

Barclays Core

   9.2%    11.3%    10.1%    

Barclays Non-Corea

   (4.1%  (7.2%  (1.1%)   

 

 

Barclays Group adjusted totald

   5.1%    4.1%    9.0%    

 

 

Barclays Group statutory total

   (0.2%  1.0%    (1.2%)   

 

 
    

 

 

Return on average tangible equity

      

 

 
 

2014

%

 

2013

%

 

2012c  

%  

 

 

 

Personal and Corporate Banking

   15.8%    12.7%    15.0%    

Barclaycard

   19.9%    19.9%    23.7%    

Africa Banking

   12.9%    11.3%    10.0%    

Investment Bank

   2.8%    8.5%    10.1%    

 

 

Barclays Core excluding Head Office

   10.8%    11.6%    13.4%    

Head Officea

   0.5%    2.8%    (1.0%)   

 

 

Barclays Core

   11.3%    14.4%    12.4%    

Barclays Non-Corea

   (5.4%  (9.6%  (1.8%)   

 

 

Barclays Group adjusted totald

   5.9%    4.8%    10.6%    

 

 

Barclays Group statutory total

   (0.3%  1.2%    (1.4%)   

 

 
    

 

 

Profit/(loss) attributable to ordinary equity holders of the parentb

      

 

 
 

2014

£m

 

2013

£m

 2012  
£m  
 

 

 

Personal and Corporate Banking

   2,075    1,681    1,703    

Barclaycard

   943    822    812    

Africa Banking

   360    356    347    

Investment Bank

   415    1,308    1,235    

Head Office

   112    (89  23    

 

 

Barclays Core

   3,905    4,078    4,120    

Barclays Non-Core

   (1,072  (1,890  515    

 

 

Barclays Group adjusted totald

   2,833    2,188    4,635    

 

 

Barclays Group statutory total

   (174  540    (624)   

 

 
    

Attributable
profit/(loss)

£m

  

Tax credit

in respect

of interest

payments on

other equity

instruments

£m

  

Profit/(loss)

attributable

to ordinary

equity

holders of

the parent

£m

  

Average
tangible
equity

£bn

   

Return on
average
tangible
equity

%

 
For the year ended 31 December 2017       
Barclays UK   853   40   893   9.1    9.8 

Corporate and Investment Bank

   167   102   269   24.0    1.1 

Consumer, Cards and Payments

   680   18   698   4.2    16.7 
Barclays International   847   120   967   28.1    3.4 
Head Officea   (868  4   (864  9.3    n/m 
BarclaysNon-Core   (419  10   (409  2.4    n/m 
Africa Banking discontinued operationa   (2,335     (2,335  n/m    n/m 
Barclays Group   (1,922  174   (1,748  48.9    (3.6
                       
For the year ended 31 December 2016       
Barclays UK   828   29   857   8.9    9.6 

Corporate and Investment Bank

   1,270   72   1,342   21.9    6.1 

Consumer, Cards and Payments

   1,142   11   1,153   3.6    31.4 
Barclays International   2,412   83   2,495   25.5    9.8 
Head Officea   110   (1  109   6.5    n/m 
BarclaysNon-Core   (1,916  17   (1,899  7.8    n/m 
Africa Banking discontinued operationa   189      189   n/m    n/m 
Barclays Group   1,623   128   1,751   48.7    3.6 
                       
For the year ended 31 December 2015       
Barclays UK   (47  14   (33  9.3    (0.3

Corporate and Investment Bank

   1,146   34   1,180   21.9    5.4 

Consumer, Cards and Payments

   612   8   620   3.0    20.2 
Barclays International   1,758   42   1,800   24.9    7.2 
Head Officea   11      11   2.6    n/m 
BarclaysNon-Core   (2,418  14   (2,405  10.9    n/m 
Africa Banking discontinued operationa   302      302   n/m    n/m 
Barclays Group   (394  70   (324  47.7    (0.7

Note

aAverage allocated tangible equity for Africa Banking is included within Head Office.

182    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Performance measures excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and there-measurement of US DTAs

            

2017

£m

 
Barclays Group profit attributable to ordinary equity holders of the parenta    
Barclays Group profit attributable to ordinary equity holders     (1,748
Impact of litigation and conduct     1,150 
Impact of impairment of Barclays’ holding in BAGL     1,008 
Impact of loss on the sale of BAGL     1,435 
Net impact of there-measurement of US DTAs           901 
Barclays Group profit attributable to ordinary equity holders of the parent excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and there-measurement of US DTAs   2,746 
Barclays Group return on average shareholders’ equity             
Barclays Group average tangible shareholders’ equity           £48.9bn 
              
Barclays Group return on average tangible shareholders’ equity excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and there-measurement of US DTAs   5.6% 
              
Barclays Group average tangible shareholders’ equity based on a CET1 ratio of 13%           £50.3bn 
              
Barclays Group return on average tangible shareholders’ equity excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and there-measurement of US DTAs based on a CET1 ratio of 13%   5.5% 
Barclays Group basic earnings per ordinary share             
Basic weighted average number of shares           16,996m 
              
Barclays Group basic earnings per ordinary share excluding litigation and conduct, losses related to Barclays’ sell down of BAGL and there-measurement of US DTAs   16.2p 
Operating expenses excluding litigation and conduct    
    

2017

£m

  

2016

£m

  

2015

£m

 
Barclays Group operating expenses   (15,456  (16,338  (18,536
Impact of litigation and conduct   1,207   1,363   4,387 
Barclays Group operating expenses excluding litigation and conduct   (14,249  (14,975  (14,149
Tangible net asset value    
    

2017

£m

  

2016

£m

  

2015

£m

 
Total equity excludingnon-controlling interests   63,905   64,873   59,810 
Other equity instruments   (8,941  (6,449  (5,305
Shareholders’ equity excluding non-controlling interests attributable to ordinary shareholders of the parent   54,964   58,424   54,505 
Goodwill and intangiblesb   (7,849  (9,245  (8,222
Tangible shareholders’ equity excludingnon-controlling interests attributable to ordinary shareholders of the parent   47,115   49,179   46,283 
              
Shares in issue   17,060m   16,963m   16,805m 
              
Net asset value per share   322p   344p   324p 
Tangible net asset value per share   276p   290p   275p 

Notes

aReturn on average equity and average tangible equity for Head Office and Barclays Non-Core represents their impact on Barclays Core and the Group respectively. This does not represent the return on average equity and average tangible equity of Head Office or the Non-Core business.
bThe profit after tax attributable to other equity instrument holders of £250m (2013: £nil; 2012: £nil)£639m (2016: £457m) is offset by a tax credit recorded in reserves of £54m (2013: £nil; 2012: £nil) allocated across the businesses.£174m (2016: £128m). The net amount of £196m,£465m (2016: £329m), along with NCI,non-controlling interests is deducted from profit after tax in order to calculate earnings per share and return on average tangible shareholders’ equity and return on average shareholders’ equity. Hence, 2014 attributable profit of £2,779m has been adjusted for the tax credit recorded in reserves of £54m (2013: £nil; 2012: £nil).
bc2012 returns calculated using average allocated equity based on CRD III RWAsComparative figures for 2016 and capital deductions.2015 included goodwill and intangibles in relation to Africa Banking.
dAdjusted Barclays Group profit excludes the post-tax impact of the provisions for PPI and interest rate hedging redress of £1,110m (2013: £2,000m); the gain on US Lehman acquisition assets of £461m (2013: £259m); Provision for ongoing investigations and litigation relating to Foreign Exchange of £1,250m (2013: £nil), the own credit adjustment of £34m gain (2013: £220m loss); and the loss on announced sale of the Spanish business of £446m (2013: £nil).

 

212  |
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    183


Financial review

Analysis of results by business

Margins analysis

 

 
 Year ended 31 December 2014 Year ended 31 December 2013   
  

 

 

 
 

Net interest
income

£m

 

Average
customer
assets

£m

 

Net
interest
margin

%

 

Net interest
income

£m

 

Average
customer
assets

£m

 Net  
interest  
margin  
%  
 

 

 

Personal and Corporate Banking

   6,298    210,026     3.00     5,893    202,497     2.91    

Barclaycard

   3,044    34,776     8.75     2,829    31,459     8.99    

Africa Banking

   2,093    35,153     5.95     2,245    38,640     5.81    

 

 

Total Personal and Corporate Banking,

          

Barclaycard and Africa Banking

   11,435    279,955     4.08     10,967    272,596     4.02    

Investment Bank

   647        393     

Head Office and Other Operations

   (216      (67   

 

 

Barclays Core

   11,866        11,293     

Barclays Non-Core

   214        307     

Group net interest income

   12,080        11,600     

 

 

Total PCB, Barclaycard and Africa Banking net interest income increased 4% to £11.4bn due to an increase in average customer assets to £280.0bn (2013: £272.6bn) with growth in PCB mortgages and Barclaycard, partially offset by reductions in Africa Banking as the ZAR depreciated against GBP. Net interest margin increased 6bps to 4.08% primarily due to higher savings margins in PCB, and in Africa following the rise in the South African benchmark interest rate and the favourable impact of higher deposit margins. This was partially offset by a decrease in Barclaycard due to the impact of promotional offers and a change in product mix, partially offset by lower funding costs.

Group net interest income increased to £12.1bn (2013: £11.6bn) including structural hedge contributions of £1.6bn (2013: £1.6bn). Equity structural hedge income increased as the weighted average life of the hedge was extended. This was offset by lower product structural hedges driven by the maintenance of the hedge in a continuing low rate environment.

|  213


Financial statements

Contents

Detailed analysis of our statutory accounts, independently audited and providing in-depth disclosure on the financial performance of the Group.

         Page     Note 

 

Consolidated financial statements

 

         
 

 

¡  

 

 

Presentation of information

 215   
 

¡  

 Independent Registered Public Accounting Firm’s report 216   
 

¡  

 Consolidated income statement 217   
 

¡  

 Consolidated statement of comprehensive income 218   
 

¡  

 Consolidated balance sheet 219   
 

¡  

 Consolidated statement of changes in equity 220   
 

¡  

 Consolidated cash flow statement 221   
 

¡  

 Parent Company accounts 222   
 

¡  

 Notes to the financial statements 224   
  

¡  

 

 

Significant accounting policies

 

 224

 

     

 

1

 

  

 

 

Notes to the financial statements

 

         

 

Performance/return

 

 

¡  

 

 

Segmental reporting

 227    2  
 

¡  

 Net interest income 227    3  
 

¡  

 Net fee and commission income 228    4  
 

¡  

 Net trading income 229    5  
 

¡  

 Net investment income 229    6  
 

¡  

 Credit impairment charges and other provisions 230    7  
 

¡  

 Operating expenses 232    8  
 

¡  

 Profit/(loss) on disposal of subsidiaries, associates and joint ventures 233    9  
 

¡  

 Tax 233    10  
 

¡  

 Earnings per share 236    11  
  

¡  

 

 

Dividends on ordinary shares

 

 236

 

     

 

12

 

  

 

 

Assets and liabilities held at fair value

 

 

¡  

 

 

Trading portfolio

 237    13  
 

¡  

 Financial assets designated at fair value 237    14  
 

¡  

 Derivative financial instruments 238    15  
 

¡  

 Available for sale financial assets 241    16  
 

¡  

 Financial liabilities designated at fair value 241    17  
 

¡  

 Fair value of financial instruments 242    18  
  

¡  

 

 

Offsetting financial assets and financial liabilities

 

 258

 

     

 

19

 

  

 

 

Financial instruments held at amortised cost

 

 

¡  

 

 

Loans and advances to banks and customers

 259    20  
 

¡  

 Finance leases 260    21  
 

¡  

 

Reverse repurchase and repurchase agreements including other similar lending and borrowing

 

 260    22  

 

Non-current assets and other investments

 

 

 

¡  

 Property, plant and equipment 261     23  
 

¡  

 Goodwill and intangible assets 262    24  
 

¡  

 

 

Operating leases

 

 264

 

     

 

25

 

  

 

 

Accruals, provisions, contingent liabilities and legal proceedings

 

 

¡  

 

 

Accruals, deferred income and other liabilities

 265    26  
 

¡  

 Provisions 265    27  
 

¡  

 Contingent liabilities and commitments 267    28  
 

¡  

 

 

Legal, competition and regulatory matters

 

 268

 

     

 

29

 

  

 

 

Capital instruments, equity and reserves

 

 

¡  

 

 

Subordinated liabilities

 277    30  
 

¡  

 Ordinary shares, share premium and other equity 280    31  
 

¡  

 Reserves 281    32  
  

¡  

 

 

Non-controlling interests

 

 281

 

     

 

33

 

  

 

 

Employee benefits

 

 

¡  

 

 

Share based payments

 283    34  
  

¡  

 

 

Pensions and post retirement benefits

 

 285

 

     

 

35

 

  

 

 

Scope of consolidation

 

 

¡  

 

 

Principal subsidiaries

 289    36  
 

¡  

 Structured entities 290    37  
 

¡  

 Investments in associates and joint ventures 295    38  
 

¡  

 Securitisations 295    39  
  

¡  

 

 

Assets pledged

 

 297

 

     

 

40

 

  

 

 

Other disclosure matters

 

 

¡  

 

 

Related party transactions and Directors’ remuneration

 298    41  
 

¡  

 Auditors’ remuneration 300    42  
 

¡  

 Financial risks, liquidity and capital management 301    43  
 

¡  

 Transition Notes – Changes in accounting policies, comparability and other adjustments 301    44  
 

¡  

 Non-current assets held for sale and associated liabilities 303    45  
 

¡  

 Barclays PLC (the Parent Company) 304    46  

214  |


Presentation of information

 

Presentation of information

    

Barclays approach to disclosures

The GroupBarclays aims to continually enhance its disclosures and their usefulness to the readers of the financial statements in the light of developing market practice and areas of focus. Consequently BarclaysBarclays’ disclosures go beyond the minimum standards required by accounting standards and other regulatory requirements.

Barclays continuecontinues to support the recommendations and guidance made by the Enhanced Disclosure Taskforce (EDTF). The EDTF was formed by the Financial Stability Board withand its various task forces which continue to promote a remit to broaden and deepen the riskbroadening of disclosures ofby global banks in a number of areas, including liquidity and funding, credit risk and market risk. Barclays has fully adopted the recommendations across the Annual Report and Pillar 3 Report.

In line with the Financial Reporting Council’s guidance on Clear and Concise reporting, for 2014 Barclays has focused reporting on material items and sought to reorganisepresent information in order to aid users understanding.users’ understanding such as including detail on relevant accounting policies within each note.

British Bankers’ Association (BBA) Code for Financial Reporting Disclosure as adopted by UK Finance in 2017

Barclays has adopted the BBA Code for Financial Reporting Disclosure and has prepared the 2017 Annual Report and Accounts in compliance with the Code.

It is BarclaysBarclays’ view that best in class disclosures will continue to evolve in light of ongoing market and stakeholder engagement withwithin the banking sector. Barclays areis committed to engaging with a publishedcontinuously reflect the objectives of reporting set out in the BBA Code for Financial Reporting Disclosure (the Code). The CodeDisclosure. This code sets out five disclosure principles together with supporting guidance which states that UK banks will:

 

¡ Provideprovide high quality, meaningful and decision-useful disclosures;disclosures

 

¡ Reviewreview and enhance their financial instrument disclosures for key areas of interest;interest

 

¡ Assessassess the applicability and relevance of good practice recommendations to their disclosures acknowledging the importance of such guidance;guidance

 

¡ Seekseek to enhance the comparability of financial statement disclosures across the UK banking sector;sector and

 

¡ Clearlyclearly differentiate in their annual reports between information that is audited and information that is unaudited.

British Bankers’ Association (BBA) Code for Financial Reporting Disclosure

Barclays has adopted the BBA Code for Financial Reporting Disclosure and has prepared the 2014 Annual Report and Accounts in compliance with the Code.

Statutory Accounts

The consolidated accounts of Barclays PLC and its subsidiaries are set(set out on pages 217-221188 to 192 along with the accounts of Barclays PLC itself on pages 222-223.193 to 194) have been prepared in accordance with the International Financial Reporting Standards (IFRS) and interpretations (IFRICs) issued by the interpretations committee, as published by the International Accounting Standards Board (IASB). They are also in accordance with IFRS and IFRIC interpretations endorsed by the European Union. The accounting policies on pages 224-226195 to 200 and the Notesnotes commencing on page 224201 apply equally to both sets of accounts unless otherwise stated.

Capital RequirementsCountry-by Country Reporting

HM Treasury has transposed the requirements set out under CRD IV and issued the Capital RequirementsCountry-by-Country Reporting Regulations 2013, effective 1 January 2014.2013. The legislation requires Barclays PLC to publish additional information in respect of the year ended 31 December 2014.2017. This information is available on the Barclays’sBarclays website:barclays.com/citizenship/reports-and-publications/reports-and- publications/country-snapshot.html

 

 

184    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Financial statements

Detailed analysis of our statutory accounts, independently

audited and providingin-depth disclosure on the financial

performance of the Group.

Consolidated financial statements  Page              Note 
  Consolidated income statement  188   n/a 
  Consolidated statement of comprehensive income  189   n/a 
  Consolidated balance sheet  190   n/a 
  Consolidated statement of changes in equity  191   n/a 
  Consolidated cash flow statement  192   n/a 
   Parent company accounts  193   n/a 
Notes to the financial statements         
   Significant accounting policies  195   1 
Performance/return  Segmental reporting  201   2 
  Net interest income  203   3 
  Net fee and commission income  203   4 
  Net trading income  204   5 
  Net investment income  204   6 
  Credit impairment charges and other provisions  204   7 
  Operating expenses  206   8 
  Profit/(loss) on disposal of subsidiaries, associates and joint ventures  206   9 
  Tax  207   10 
  Earnings per share  211   11 
   Dividends on ordinary shares  211   12 
Assets and liabilities held at fair value  Trading portfolio  212   13 
  Financial assets designated at fair value  212   14 
  Derivative financial instruments  213   15 
  Financial investments  216   16 
  Financial liabilities designated at fair value  216   17 
  Fair value of financial instruments  216   18 
   Offsetting financial assets and financial liabilities  229   19 
Financial instruments held at amortised cost  Loans and advances to banks and customers  231   20 
  Finance leases  231   21 
   Reverse repurchase and repurchase agreements including other similar lending and borrowing  232   22 
Non-current assets and other investments  Property, plant and equipment  233   23 
  Goodwill and intangible assets  234   24 
   Operating leases  236   25 
Accruals, provisions, contingent liabilities  Accruals, deferred income and other liabilities  237   26 
and legal proceedings  Provisions  237   27 
  Contingent liabilities and commitments  239   28 
   Legal, competition and regulatory matters  239   29 
Capital instruments, equity and reserves  Subordinated liabilities  248   30 
  Ordinary shares, share premium and other equity  251   31 
  Reserves  251   32 
   Non-controlling interests  252   33 
Employee benefits  Share-based payments  253   34 
   Pensions and post-retirement benefits  255   35 
Scope of consolidation  Principal subsidiaries  260   36 
  Structured entities  261   37 
  Investments in associates and joint ventures  264   38 
  Securitisations  265   39 
   Assets pledged  266   40 
Other disclosure matters  Related party transactions and Directors’ remuneration  267   41 
  Auditors’ remuneration  269   42 
  Assets included in disposal groups classified as held for sale and associated liabilities  269   43 
  Barclays PLC (the Parent company)  271   44 
   Related undertakings  295   45 

 

 |  215Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    185


Independent Registered Public Accounting Firm’s report

Report of Independent Registered Public Accounting Firm

To the shareholders and board of directors

Barclays PLC:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

To the Board of Directors and Shareholders of Barclays PLC

In our opinion,We have audited the accompanying consolidated balance sheetssheet of Barclays PLC and subsidiaries (the “Group”) as of 31 December 2017, the related consolidated income statements,statement, consolidated statementsstatement of comprehensive income, consolidated statementsstatement of changes in equity, and consolidated cash flow statements present fairly,statement for the year then ended, and the related notes and specific disclosures described in all material respects,Note 1 to the financial position of Barclays PLC and its subsidiaries at 31 December 2014 and 31 December 2013, and the results of their operations and their cash flows for eachstatements as being part of the three years inconsolidated financial statements (collectively, the period ended 31 December 2014 in conformity with International Financial Reporting Standards as issued by“consolidated financial statements”). We also have audited the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effectiveGroup’s internal control over financial reporting as of 31 December 2014,2017, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of 31 December 2017, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2017, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinion

The Company’sGroup’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management’sthe accompanyingManagement’s report on internal control over financial reporting in the Directors’ Report appearing on page 37 of the Annual Report to Shareholders.reporting. Our responsibility is to express opinionsan opinion on thesethe Group’s consolidated financial statements and an opinion on the Company’sGroup’s internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Notes 1Definition and 46 to the consolidated financial statements, the Company changed the manner in which it offsets certain financial instruments in 2014.Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i)(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizationsauthorisations of management and directors of the company; and (iii)(3) provide reasonable assurance regarding prevention or timely detection of unauthorizedunauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers/s/ KPMG LLP

We have served as the Group’s auditor since 2017.

London, United Kingdom

2 March 2015

21 February 2018

 

216  |  186    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


ConsolidatedReport of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Barclays PLC

In our opinion, the consolidated balance sheet as of December 31, 2016 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2016 present fairly, in all material respects, the financial position of Barclays PLC (the “Company”) and its subsidiaries at December 31, 2016, and the results of their operations, and their cash flows for each of the two years in the period ended December 31, 2016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

22 February 2017

Consolidated income statementNote that the report set out above is included for the purposes of Barclays PLC’s Annual Report on Form20-F

for 2017 only and does not form part of Barclays PLC’s Annual Report and Accounts for 2017.

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    187


Consolidated financial statements

Consolidated income statement

    

  For the year ended 31 December  Notes   

2014

£m

  

2013

£m

  

2012

£m

 

Continuing operations

      

Interest income

   3     17,363    18,315    19,211  

Interest expense

   3     (5,283  (6,715  (7,557

Net interest income

        12,080    11,600    11,654  

Fee and commission income

   4     9,836    10,479    10,213  

Fee and commission expense

   4     (1,662  (1,748  (1,677

Net fee and commission income

        8,174    8,731    8,536  

Net trading income

   5     3,331    6,553    3,347  

Net investment income

   6     1,328    680    844  

Net premiums from insurance contracts

     669    732    896  

Other income

        186    148    332  

Total income

     25,768    28,444    25,609  

Net claims and benefits incurred on insurance contracts

        (480  (509  (600

Total income net of insurance claims

     25,288    27,935    25,009  

Credit impairment charges and other provisions

   7     (2,168  (3,071  (3,340

Net operating income

        23,120    24,864    21,669  

Staff costs

   8     (11,005  (12,155  (11,467

Infrastructure costs

   8     (3,443  (3,531  (3,399

Administration and general expenses

   8     (3,621  (4,286  (3,696

Provision for PPI redress

   27     (1,270  (1,350  (1,600

Provision for interest rate hedging products redress

   27     160    (650  (850

Provision for ongoing investigations and litigation relating to Foreign Exchange

   27     (1,250        

Operating expenses

   8     (20,429  (21,972  (21,012

Share of post-tax results of associates and joint ventures

     36    (56  110  

(Loss)/profit on disposal of subsidiaries, associates and joint ventures

   9     (471  6    28  

Gain on acquisitions

            26    2  

Profit before tax

     2,256    2,868    797  

Taxation

   10     (1,411  (1,571  (616

Profit after tax

        845    1,297    181  

Attributable to:

                  

Equity holders of the parent

     (174  540    (624

Other equity holders

        250          

Total equity holders

     76    540    (624

Non-controlling interests

   33     769    757    805  

Profit after tax

        845    1,297    181  
         p  p  p 

Earnings per share

      

Basic (loss)/earnings per sharea

   11     (0.7  3.8    (4.8

Diluted (loss)/earnings per sharea

   11     (0.7  3.7    (4.8

    

For the year ended 31 December  Notes   

2017

£m

  

2016

£m

  

2015

£m

 
Continuing operations      
Interest income   3    13,631   14,541   13,953 
Interest expense   3    (3,786  (4,004  (3,345
Net interest income        9,845   10,537   10,608 
Fee and commission income   4    8,751   8,570   8,470 
Fee and commission expense   4    (1,937  (1,802  (1,611
Net fee and commission income        6,814   6,768   6,859 
Net trading income   5    3,500   2,768   3,426 
Net investment income   6    861   1,324   1,097 
Other income        56   54   50 
Total income     21,076   21,451   22,040 
Credit impairment charges and other provisions   7    (2,336  (2,373  (1,762
Net operating income        18,740   19,078   20,278 
Staff costs   8    (8,560  (9,423  (8,853
Infrastructure costs   8    (2,949  (2,998  (2,691
Administration and general expenses   8    (3,247  (2,917  (2,983
Provision for UK customer redress     (700  (1,000  (2,772
Provision for ongoing investigations and litigation relating to Foreign Exchange              (1,237
Operating expenses   8    (15,456  (16,338  (18,536
Share ofpost-tax results of associates and joint ventures     70   70   41 
Profit/(loss) on disposal of subsidiaries, associates and joint ventures   9    187   420   (637
Profit before tax     3,541   3,230   1,146 
Taxation   10    (2,240  (993  (1,149
Profit/(loss) after tax in respect of continuing operations     1,301   2,237   (3
(Loss)/profit after tax in respect of discontinued operation        (2,195  591   626 
(Loss)/profit after tax        (894  2,828   623 
Attributable to:                  
Equity holders of the parent     (1,922  1,623   (394
Other equity instrument holdersa        639   457   345 
Total equity holders of the parent     (1,283  2,080   (49
Non-controlling interests in respect of continuing operations   33    249   346   348 
Non-controlling interests in respect of discontinued operation   33    140   402   324 
(Loss)/profit after tax        (894  2,828   623 
Earnings per share      
Basic (loss)/earnings per ordinary share   11    (10.3  10.4   (1.9
Basic earnings/(loss) per ordinary share in respect of continuing operations   11    3.5   9.3   (3.7
Basic (loss)/earnings per ordinary share in respect of discontinued operation   11    (13.8  1.1   1.8 
Diluted (loss)/earnings per share   11    (10.1  10.3   (1.9
Diluted earnings/(loss) per ordinary share in respect of continuing operations   11    3.4   9.2   (3.7
Diluted (loss)/earnings per ordinary share in respect of discontinued operation   11    (13.5  1.1   1.8 

Note

aThe profit after tax attributable to other equity instrument holders of £250m (2013: £nil)£639m (2016: £457m) is offset by a tax credit recorded in reserves of £54m (2013: £nil)£174m (2016: £128m). The net amount of £196m,£465m (2016: £329m), along with NCI,non-controlling interests (NCI) is deducted from profit after tax in order to calculate earnings per share.share and return on average shareholders’ equity.

 

188    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Consolidated financial statements

Consolidated statement of comprehensive income

For the year ended 31 December  2017
£m
  2016
£m
  2015
£m
 
(Loss)/profit after tax   (894  2,828   623 
Profit/(loss) after tax in respect of continuing operations   1,301   2,237   (3
(Loss)/profit after tax in respect of discontinued operation   (2,195  591   626 
Other comprehensive (loss)/income that may be recycled to profit or loss from continuing operations:    
Currency translation reserve    
Currency translation differencesa   (1,337  3,024   748 
Available for sale reserve    
Net gains from changes in fair value   473   2,147   64 
Net gains transferred to net profit on disposal   (294  (912  (374
Net losses transferred to net profit due to impairment   3   20   17 
Net losses/(gains) transferred to net profit due to fair value hedging   283   (1,677  (148
Changes in insurance liabilities and other movements   11   53   86 
Tax   (27  (18  126 
Cash flow hedging reserve    
Net (losses)/gains from changes in fair value   (626  1,455   (312
Net gains transferred to net profit   (643  (365  (238
Tax   321   (292  57 
Other   (5  13   20 
Other comprehensive (loss)/income that may be recycled to profit or loss from continuing operations:   (1,841  3,448   46 
Other comprehensive income/(loss) not recycled to profit or loss from continuing operations:             
Retirement benefit remeasurements   115   (1,309  1,176 
Own credit   (7      
Tax   (66  329   (260
Other comprehensive income/(loss) not recycled to profit or loss from continuing operations   42   (980  916 
              
Other comprehensive (loss)/income for the year from continuing operations   (1,799  2,468   962 
              
Other comprehensive income/(loss) for the year from discontinued operation   1,301   1,520   (1,348
Total comprehensive (loss)/income for the year             
Total comprehensive (loss)/income for the year, net of tax from continuing operations   (498  4,705   959 
              
Total comprehensive (loss)/income for the year, net of tax from discontinued operation   (894  2,111   (722
Total comprehensive (loss)/income for the year   (1,392  6,816   237 
Attributable to:    
Equity holders of the parent   (1,749  5,233   45 
Non-controlling interests   357   1,583   192 
Total comprehensive (loss)/income for the year   (1,392  6,816   237 

Note

aIncludes £189m loss (2016: £101m gain) on recycling of currency translation differences.

 

 |  217Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    189


Consolidated financial statements

Consolidated statement of comprehensive income

  For the year ended 31 December  

2014

£m

  

2013

£m

  

2012

£m

 

Profit after tax

   845    1,297    181  

Other comprehensive income/(loss) from continuing operations:

    

Currency translation reserve

    

Currency translation differences

   486    (1,767  (1,548

Available for sale reserve

    

Net gains/(losses) from changes in fair value

   5,333    (2,734  1,237  

Net gains transferred to net profit on disposal

   (619  (145  (703

Net (gains)/losses transferred to net profit due to impairment

   (31  (7  40  

Net (gains)/losses transferred to net profit due to fair value hedging

   (4,074  2,376    474  

Changes in insurance liabilities

   (94  28    (150

Tax

   (102  100    (352

Cash flow hedging reserve

    

Net gains/(losses) from changes in fair value

   2,687    (1,914  1,499  

Net gains transferred to net profit

   (767  (547  (695

Tax

   (380  571    (142

Other

   (42  (37  96  

Total comprehensive income/(loss) that may be recycled to profit or loss

   2,397    (4,076  (244

Other comprehensive income/(loss) not recycled to profit or loss:

             

Retirement benefit remeasurements

   268    (512  (1,553

Tax

   (63  (3  318  

Other comprehensive income/(loss) for the period

 

   

 

2,602

 

  

 

  

 

(4,591

 

 

  

 

(1,479

 

 

Total comprehensive income/(loss) for the year

   3,447    (3,294  (1,298

Attributable to:

    

Equity holders of the parent

   2,756    (3,406  (1,894

Non-controlling interests

   691    112    596  
    3,447    (3,294  (1,298

218  | 


Consolidated financial statements

Consolidated balance sheet

    

    

 

As at   Notes     
 

 

31 December
2014

£m

  
  

  

   
 

 

31 December
2013

£m

  
a 

  

  
 

 

1 January
2013

£m

  
a 

  

As at 31 December  Notes   

2017

£m

   

2016

£m

   

2015

£m

 

Assets

               

Cash and balances at central banks

     39,695     45,687    86,191       171,082    102,353    49,711 

Items in the course of collection from other banks

     1,210     1,282    1,473       2,153    1,467    1,011 

Trading portfolio assets

   13     114,717     133,069    146,352     13    113,760    80,240    77,348 

Financial assets designated at fair value

   14     38,300     38,968    46,629     14    116,281    78,608    76,830 

Derivative financial instruments

   15     439,909     350,300    485,140     15    237,669    346,626    327,709 

Available for sale investments

   16     86,066     91,756    75,109  
Financial investments   16    58,916    63,317    90,267 

Loans and advances to banks

   20     42,111     39,422    41,799     20    35,663    43,251    41,349 

Loans and advances to customers

   20     427,767     434,237    430,601     20    365,552    392,784    399,217 

Reverse repurchase agreements and other similar secured lending

   22     131,753     186,779    176,522     22    12,546    13,454    28,187 

Prepayments, accrued income and other assets

     3,607     3,920    4,080       2,389    2,893    3,010 

Investments in associates and joint ventures

   38     711     653    633     38    718    684    573 

Property, plant and equipment

   23     3,786     4,216    5,754     23    2,572    2,825    3,468 

Goodwill and intangible assets

   24     8,180     7,685    7,915     24    7,849    7,726    8,222 

Current tax assets

   10     334     219    252     10    482    561    415 

Deferred tax assets

   10     4,130     4,807    3,563     10    3,457    4,869    4,495 

Retirement benefit assets

   35     56     133    53     35    966    14    836 

Non-current assets classified as held for disposal

   45     15,574     495    285  
Assets included in disposal groups classified as held for sale   43    1,193    71,454    7,364 

Total assets

      1,357,906     1,343,628    1,512,351        1,133,248    1,213,126    1,120,012 

Liabilities

               

Deposits from banks

     58,390     55,615    77,345       37,723    48,214    47,080 

Items in the course of collection due to other banks

     1,177     1,359    1,587       446    636    1,013 

Customer accounts

     427,704     431,998    390,828       429,121    423,178    418,242 

Repurchase agreements and other similar secured borrowing

   22     124,479     196,748    217,178     22    40,338    19,760    25,035 

Trading portfolio liabilities

   13     45,124     53,464    44,794     13    37,351    34,687    33,967 

Financial liabilities designated at fair value

   17     56,972     64,796    78,561     17    173,718    96,031    91,745 

Derivative financial instruments

   15     439,320     347,118    480,987     15    238,345    340,487    324,252 

Debt securities in issue

     86,099     86,693    119,525       73,314    75,932    69,150 

Subordinated liabilities

   30     21,153     21,695    24,018     30    23,826    23,383    21,467 

Accruals, deferred income and other liabilities

   26     11,423     12,934    12,532     26    8,565    8,871    10,610 

Provisions

   27     4,135     3,886    2,766     27    3,543    4,134    4,142 

Current tax liabilities

   10     1,021     1,042    621     10    586    737    903 

Deferred tax liabilities

   10     262     373    341     10    44    29    122 

Retirement benefit liabilities

   35     1,574     1,958    1,282     35    312    390    423 

Liabilities included in disposal groups classified as held for sale

   45     13,115              43        65,292    5,997 

Total liabilities

      1,291,948     1,279,679    1,452,365        1,067,232    1,141,761    1,054,148 

Total equity

       
Equity        

Called up share capital and share premium

   31     20,809     19,887    12,477     31    22,045    21,842    21,586 

Other equity instruments

   31     4,322     2,063         31    8,941    6,449    5,305 

Other reserves

   32     2,724     249    3,674     32    5,383    6,051    1,898 

Retained earnings

      31,712     33,186    34,464        27,536    30,531    31,021 

Total equity excluding non-controlling interests

     59,567     55,385    50,615       63,905    64,873    59,810 

Non-controlling interests

   33     6,391     8,564    9,371     33    2,111    6,492    6,054 

Total equity

      65,958     63,949    59,986        66,016    71,365    65,864 

Total liabilities and equity

      1,357,906     1,343,628    1,512,351        1,133,248    1,213,126    1,120,012 

The Board of Directors approved the financial statements on pages 217188 to 304271 on 2 March 2015.21 February 2018.

Sir David WalkerJohn McFarlane

Group Chairman

Antony JenkinsJames E Staley

Group Chief Executive

Tushar Morzaria

Group Finance Director

Note

aThe prior year has been restated to reflect the adaptation of IAS 32 revised standard.

 

190    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F |  219



Consolidated financial statements

Consolidated statement of changes in equity

    

    

 

 

Called up

share

capital

and share

premiuma
£m

 

Other

equity
instrumentsa
£m

 

Available

for sale

reserveb
£m

 

Cash

flow

hedging

reserveb
£m

 

Currency

translation

reserveb
£m

 

Other

reserves
and
treasury
sharesb
£m

 

Retained

earnings
£m

 Total
equity
excluding
non-
controlling
interests
£m
 

Non-

controlling

interests
£m

 

Total

equity

£m

  

Called up 

share 

capital 

and share 

premiuma

£m 

 

Other 

equity 

instru- 

mentsa

£m 

 

Available 

for sale 

reserveb

£m 

 

Cash 

flow 

hedging 

reserveb

£m 

 

Currency 

translation 

reserveb

£m 

 

Own 

credit 

reserveb

£m 

 

Other 

reserves 

and 

treasury 

sharesb

£m 

 

Retained

earnings
£m

 

Total

equity

excluding

non-

controlling

interests

£m

 

Non-

controlling

interests
£m

 

Total

equity
£m

 

Balance as at 1 January 2014

 19,887  2,063  148  273  (1,142 970  33,186  55,385  8,564  63,949 
Balance as at 31 December 2016 21,842  6,449  (74 2,105  3,051     969  30,531  64,873  6,492  71,365 
Effects of changes in accounting policiesc                (175    175          
Balance as at 1 January 2017 21,842  6,449  (74 2,105  3,051  (175 969  30,706  64,873  6,492  71,365 

Profit after tax

     250                  (174 76  769  845     639                 413  1,052  249  1,301 

Currency translation movements

                 560          560  (74 486              (1,336          (1,336 (1 (1,337

Available for sale investments

         414                  414  (1 413        449                 449     449 

Cash flow hedges

             1,544              1,544  (4 1,540           (948             (948    (948

Pension remeasurement

                         205  205      205                       53  53     53 
Own credit reserve                (11       (11    (11

Other

                         (43 (43 1  (42                      (5 (5    (5
Total comprehensive income net of tax from continuing operations    639  449  (948 (1,336 (11    461  (746 248  (498
Total comprehensive income net of tax from discontinued operation       (11 4  1,339        (2,335 (1,003 109  (894

Total comprehensive income for the year

     250  414  1,544  560      (12 2,756  691  3,447     639  438  (944 3  (11    (1,874 (1,749 357  (1,392

Issue of new ordinary shares

 150                          150      150  117                       117     117 

Issue of shares under employee share schemes

 772                      693  1,465      1,465  86                    505  591     591 

Issue and exchange of other equity

instruments

     2,263                  (155 2,108  (1,527 581     2,490                    2,490     2,490 

Other equity instruments coupons paid

     (250                 54  (196     (196    (639                174  (465    (465

Redemption of preference shares

                         (104 (104 (687 (791                      (479 (479 (860 (1,339

Increase in treasury shares

                     (909     (909     (909                   (315    (315    (315

Vesting of shares under employee share schemes

                     866  (866                               329  (636 (307    (307

Dividends paid

                         (1,057 (1,057 (631 (1,688                      (509 (509 (415 (924
Net equity impact of BAGL disposal                      (359 (359 (3,462 (3,821

Other reserve movements

     (4                 (27 (31 (19 (50    2           7     8  17  (1 16 

Balance as at 31 December 2014

 20,809  4,322  562  1,817  (582 927  31,712  59,567  6,391  65,958 
Balance as at 31 December 2017 22,045  8,941  364  1,161  3,054  (179 983  27,536  63,905  2,111  66,016 

  

Balance as at 1 January 2013

  12,477       527   2,099   59   989   34,464   50,615   9,371   59,986 
Balance as at 1 January 2016  21,586   5,305   317   1,261   (623     943   31,021   59,810   6,054   65,864 

Profit after tax

                          540   540   757   1,297      457                  1,434   1,891   346   2,237 

Currency translation movements

                  (1,201          (1,201  (566  (1,767              3,022            3,022   2   3,024 

Available for sale investments

          (379                  (379  (3  (382        (387                 (387     (387

Cash flow hedges

              (1,826              (1,826  (64  (1,890           798               798      798 

Pension remeasurement

                          (503  (503  (12  (515                       (980  (980     (980

Other

                          (37  (37      (37                       12   12   1   13 

Total comprehensive (loss)/income for the year

          (379  (1,826  (1,201          (3,406)��  112   (3,294
Total comprehensive income net of tax from continuing operations     457   (387  798   3,022         466   4,356   349   4,705 
Total comprehensive income net of tax from discontinued operation        (4  46   652         183   877   1,234   2,111 
Total comprehensive income for the year     457   (391  844   3,674         649   5,233   1,583   6,816 

Issue of new ordinary shares

  6,620                           6,620       6,620   68                        68      68 

Issue of shares under employee share schemes

  790                       689   1,479       1,479   188                     668   856      856 

Issue of other equity instruments

      2,063                       2,063       2,063 
Issue and exchange of other equity instruments     1,132                     1,132      1,132 
Other equity instruments coupons paid     (457                 128   (329     (329
Redemption of preference shares                       (417  (417  (1,170  (1,587

Increase in treasury shares

                      (1,066      (1,066      (1,066                    (140     (140     (140

Vesting of shares under employee share schemes

                      1,047   (1,047                                166   (415  (249     (249

Dividends paid

                          (859  (859  (813  (1,672                       (757  (757  (575  (1,332
Net equity impact of partial BAGL disposal                       (349  (349  601   252 

Other reserve movements

                          (61  (61  (106  (167     12                  3   15   (1  14 

Balance as at 31 December 2013

  19,887   2,063   148   273   (1,142  970   33,186   55,385   8,564   63,949 
Balance as at 31 December 2016  21,842   6,449   (74  2,105   3,051      969   30,531   64,873   6,492   71,365 

            

Balance as at 31 December 2011 published

  12,380       25   1,442   1,348   1,022   39,372   55,589   9,607   65,196 

Effects of IFRS 10

                          (945  (945      (945

Effects of IAS 19 Revised

                          (1,237  (1,237      (1,237

Balance as at 1 January 2012 restated

  12,380       25   1,442   1,348   1,022   37,190   53,407   9,607   63,014 
 
Balance as at 1 January 2015  20,809   4,322   562   1,817   (582     927   31,712   59,567   6,391   65,958 

Profit after tax

                          (624  (624  805   181      345                  (696  (351  348   (3

Currency translation movements

                  (1,289          (1,289  (259  (1,548              747            747   1   748 

Available for sale investments

          502                   502   44   546         (229                 (229     (229

Cash flow hedges

              657               657   5   662            (493              (493     (493

Pension remeasurement

                          (1,235  (1,235      (1,235                       916   916      916 

Other

                          95   95   1   96                        20   20      20 
Total comprehensive income net of tax from continuing operations     345   (229  (493  747         240   610   349   959 
Total comprehensive income net of tax from discontinued operation        (16  (63  (788        302   (565  (157  (722

Total comprehensive income for the year

          502   657   (1,289      (1,764  (1,894  596   (1,298     345   (245  (556  (41        542   45   192   237 
Issue of new ordinary shares  137                        137      137 

Issue of shares under employee share schemes

  97                       717   814       814   640                     571   1,211      1,211 
Issue and exchange of other equity instruments     995                     995      995 
Other equity instruments coupons paid     (345                 70   (275     (275

Increase in treasury shares

                      (979      (979      (979                    (602     (602     (602

Vesting of shares under employee share schemes

                      946   (946                                618   (755  (137     (137

Dividends paid

                          (733  (733  (694  (1,427                       (1,081  (1,081  (552  (1,633

Redemption of Reserve Capital Instruments

                                        

Other reserve movements

                                  (138  (138     (12                 (38  (50  23   (27

Balance as at 31 December 2012

  12,477       527   2,099   59   989   34,464   50,615   9,371   59,986 
Balance as at 31 December 2015  21,586   5,305   317   1,261   (623     943   31,021   59,810   6,054   65,864 

Notes

aFor further details refer to Note 31.
bFor further details refer to Note 32.

c
As a result of the early adoption of the own credit provisions of IFRS 9 on 1 January 2017, own credit which was previously recorded in the income statement is now recognised within other comprehensive income. The cumulative unrealised own credit net loss of £175m has therefore been reclassified from retained earnings to a separate own credit reserve, within other reserves. During 2017 a £4m loss (net of tax) on own credit has been booked in the reserve.

 

220  | Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    191


Consolidated financial statements

Consolidated cash flow statement

 

Consolidated financial statements

Consolidated cash flow statement

    

 

 
  For the year ended 31 December

2014

£m

 

2013

£m

 

2012  

£m  

 

 

 

Continuing operations

    

Reconciliation of profit before tax to net cash flows from operating activities:

    

Profit before tax

   2,256    2,868    797    

Adjustment for non-cash items:

    

Allowance for impairment

   2,168    3,071    3,340    

Depreciation, amortisation and impairment of property, plant, equipment and intangibles

   1,279    1,274    1,119    

Other provisions, including pensions

   3,600    3,674    3,080    

Net profit on disposal of investments and property, plant and equipment

   (619  (145  (679)   

Other non-cash movements

   (808  (1,293  5,565    

Changes in operating assets and liabilities

    

Net decrease/(increase) in loans and advances to banks and customers

   3,684    (3,915  558    

Net decrease/(increase) in reverse repurchase agreements and other similar lending

   55,021    (10,264  (23,492)   

Net (decrease) in deposits and debt securities in issue

   (2,113  (13,392  (4,201)   

Net (decrease)/increase in repurchase agreements and other similar borrowing

   (72,269  (20,430  9,886    

Net decrease in derivative financial instruments

   2,593    971    5,587    

Net decrease in trading assets

   18,368    13,443    6,896    

Net (decrease)/increase in trading liabilities

   (8,340  8,670    (973)   

Net (increase) in financial investments

   (7,156  (6,114  (18,764)   

Net (increase)/decrease in other assets

   (14,694  128    535    

Net decrease/(increase) in other liabilities

   8,141    (1,930  (1,354)   

Corporate income tax paid

   (1,552  (1,558  (1,516)   

 

 

Net cash from operating activities

   (10,441  (24,942  (13,616)   

 

 

Purchase of available for sale investments

   (108,645  (92,015  (80,797)   

Proceeds from sale or redemption of available for sale investments

   120,843    69,473    73,773    

Purchase of property, plant and equipment

   (657  (736  (604)   

Other cash flows associated with investing activities

   (886  633    531    

 

 

Net cash from investing activities

   10,655    (22,645  (7,097)   

 

 

Dividends paid

   (1,688  (1,672  (1,427)   

Proceeds of borrowings and issuance of subordinated debt

   826    700    2,258    

Repayments of borrowings and redemption of subordinated debt

   (1,100  (1,425  (2,680)   

Net issue of shares and other equity instruments

   559    9,473    97    

Net purchase of treasury shares

   (909  (1,066  (979)   

Net redemption of shares issued to non-controlling interests

   (746  (100  (111)   

 

 

Net cash from financing activities

   (3,058  5,910    (2,842)   

 

 

Effect of exchange rates on cash and cash equivalents

   (431  198    (4,111)   

 

 

Net decrease in cash and cash equivalents

   (3,275  (41,479  (27,666)   

 

 

Effect of IFRS10 on opening balance

           96    

 

 

Cash and cash equivalents at beginning of year

   81,754    123,233    150,803    

 

 

Cash and cash equivalents at end of year

   78,479    81,754    123,233    

 

 

Cash and cash equivalents comprise:

    

Cash and balances at central banks

   39,695    45,687    86,191    

Loans and advances to banks with original maturity less than three months

   36,282    35,259    34,810    

Available for sale treasury and other eligible bills with original maturity less than three months

   2,322    644    2,228    

Trading portfolio assets with original maturity less than three months

   180    164    4    

 

 
   78,479    81,754    123,233    

 

 

For the year ended 31 December  Notes   

2017

£m

  

2016

£m

  

2015

£m

 
Continuing operations      
Reconciliation of profit before tax to net cash flows from operating activities:      
Profit before tax     3,541   3,230   1,146 
Adjustment fornon-cash items:      
Allowance for impairment     2,336   2,357   1,752 
Depreciation, amortisation and impairment of property, plant, equipment and intangibles     1,241   1,261   1,215 
Other provisions, including pensions     1,875   1,964   4,241 
Net profit on disposal of investments and property, plant and equipment     (325  (912  (374
Othernon-cash movements including exchange rate movements     1,031   (20,025  226 
Changes in operating assets and liabilities      
Net decrease/(increase) in loans and advances to banks and customers     27,361   (25,385  22,641 
Net decrease in reverse repurchase agreements and other similar lending     908   14,733   103,471 
Net (decrease)/increase in deposits and debt securities in issue     (7,166  49,064   (33,120
Net increase/(decrease) in repurchase agreements and other similar borrowing     20,578   (4,852  (99,602
Net decrease/(increase) in derivative financial instruments     6,815   (2,318  (3,315
Net (increase)/decrease in trading assets     (33,492  (5,577  37,091 
Net increase/(decrease) in trading liabilities     2,664   880   (10,877
Net decrease/(increase) in financial assets and liabilities designated at fair value     40,014   807   (3,064
Net (increase) in other assets     (3,775  (2,629  (2,661
Net (decrease) in other liabilities     (2,187  (532  (1,766
Corporate income tax paid   10    (708  (780  (1,670
Net cash from operating activities        60,711   11,286   15,334 
Purchase of available for sale investments     (83,127  (65,086  (120,061
Proceeds from sale or redemption of available for sale investments     88,298   102,515   114,529 
Purchase of property, plant and equipment and intangibles     (1,456  (1,707  (1,928
Proceeds from sale of property, plant and equipment and intangibles     283   358   393 
Disposal of discontinued operation, net of cash disposed     (1,060      
Disposal of subsidiaries, net of cash disposed     358   595    
Other cash flows associated with investing activities        206   32   516 
Net cash from investing activities        3,502   36,707   (6,551
Dividends paid and other coupon payments on equity instruments     (1,273  (1,304  (1,496
Issuance of subordinated debt   30    3,041   1,457   879 
Redemption of subordinated debt   30    (1,378  (1,143  (556
Net issue of shares and other equity instruments     2,490   1,400   1,278 
Repurchase of shares and other equity instruments     (1,339  (1,587   
Net purchase of treasury shares        (580  (140  (679
Net cash from financing activities        961   (1,317  (574
Effect of exchange rates on cash and cash equivalents        (4,773  10,473   1,689 
Net increase in cash and cash equivalents from continuing operations        60,401   57,149   9,898 
Net cash from discontinued operation   43    101   405   (1,821
Net increase in cash and cash equivalents        60,502   57,554   8,077 
Cash and cash equivalents at beginning of year        144,110   86,556   78,479 
Cash and cash equivalents at end of year        204,612   144,110   86,556 
Cash and cash equivalents comprise:      
Cash and balances at central banks     171,082   102,353   49,711 
Loans and advances to banks with original maturity less than three months     32,820   38,252   35,876 
Available for sale treasury and other eligible bills with original maturity less than three months     682   356   816 
Trading portfolio assets with original maturity less than three months     28      153 
Cash and cash equivalents held for sale           3,149    
         204,612   144,110   86,556 

Interest received was £22,384m (2013: £23,387m, 2012: £24,390)£21,784m (2016: £22,099m; 2015: £20,376m) and interest paid was £9,251m (2013: £10,709m, 2012: £16,701m)£10,310m (2016: £8,850m; 2015: £7,534m).

The Group is required to maintain balances with central banks and other regulatory authorities and these amounted to £4,448m (2013: £4,722m, 2012: £5,169m)£3,360m (2016: £4,254m; 2015: £4,369m).

For the purposes of the cash flow statement, cash comprises cash on hand and demand deposits and cash equivalents comprise highly liquid investments that are convertible into cash with an insignificant risk of changes in value with original maturities of three months or less. Repurchase and reverse repurchase agreements are not considered to be part of cash equivalents.

 

192    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F |  221


Financial statements of Barclays PLC

Parent company accounts

    

    

 

 

Income statement

        

 

 
   2014 2013 2012   

For the year ended 31 December

Notes £m £m £m   

 

 

Dividends received from subsidiary

       821     734     696    

Net interest (expense)/income

       (6   (6   4    

Other income/(expense)

     46     275     (137   16    

Management charge from subsidiary

       (6   (6   (5)   

 

 

Profit before tax

       1,084     585     711    

Tax

       (57   35     (4)   

 

 

Profit after tax

           1,027     620     707    

 

 

Attributable to

          

 

 

Ordinary equity holders

       777         620         707    

Other equity holders

       250          –    

 

 

 

Profit after tax and total comprehensive income for the year was £1,027m (2013: £620m, 2012: £707m). There were no other components of total comprehensive income other than the profit after tax.

 

The Company had no staff during the year (2013: nil, 2012: nil).

 

   

  

 

 

Balance sheet

        

 

 
     2014 2013   

As at 31 December

  Notes £m £m   

 

 

Assets

          

Investment in subsidiary

       46     33,743     30,059    

Loans and advances to subsidiary

       46     2,866     –    

Derivative financial instrument

       46     313     271    

Other assets

         174     812    

 

 

Total assets

         37,096     31,142    

 

 

Liabilities

          

Deposits from banks

         528     400    

Subordinated liabilities

       46     810     –    

Debt securities in issue

       46     2,056     –    

Other liabilities

         10     –    

 

 

Total liabilities

         3,404     400    

 

 

Shareholders’ equity

          

Called up share capital

       31     4,125     4,028    

Share premium account

       31     16,684     15,859    

Other equity instruments

       31     4,326     2,063    

Capital redemption reserve

         394     394    

Retained earnings

         8,163     8,398    

 

 

Total shareholders’ equity

         33,692     30,742    

 

 

Total liabilities and shareholders’ equity

             37,096         31,142    

 

 

Statement of comprehensive income                 
For the year ended 31 December  Notes    

2017

£m

  

2016

£m

  

2015

£m

 
Dividends received from subsidiary     674   621   876 
Net interest (expense)/income     (10  5   (7
Other income  44     690   334   227 
Operating expenses      (96  (26  (6
Profit before tax     1,258   934   1,090 
Tax      (111  (60  (43
Profit after tax     1,147   874   1,047 
Other comprehensive income      60   26    
Total comprehensive income      1,207   900   1,047 
Profit after tax attributable to:                
Ordinary equity holders     508   417   702 
Other equity instrument holders      639   457   345 
Profit after tax     1,147   874   1,047 
Total comprehensive income attributable to:                
Ordinary equity holders     568   443   702 
Other equity instrument holders      639   457   345 
Total comprehensive income      1,207   900   1,047 

For the year ended 31 December 2017, profit after tax was £1,147m (2016: £874m) and total comprehensive income was £1,207m (2016: £900m).

Other comprehensive income of £60m (2016: £26m) relates to the gain on AFS instruments. The Company has 90 members of staff (2016:

7).

Balance sheet                   
As at 31 December      Notes   

2017

£m

   

2016

£m

 
Assets        
Investment in subsidiaries     44    39,354    36,553 
Loans and advances to subsidiaries     44    23,970    19,421 
Financial investments     44    4,782    1,218 
Derivative financial instruments     44    161    268 
Other assets           202    105 
Total assets           68,469    57,565 
Liabilities        
Deposits from banks       500    547 
Subordinated liabilities     44    6,501    3,789 
Debt securities in issue     44    22,110    16,893 
Other liabilities           153    14 
Total liabilities           29,264    21,243 
Called up share capital     31    4,265    4,241 
Share premium account     31    17,780    17,601 
Other equity instruments     31    8,943    6,453 
Other reserves       480    420 
Retained earnings           7,737    7,607 
Total equity           39,205    36,322 
Total liabilities and equity           68,469    57,565 

The financial statements on pages222-223 193 to 194 and the accompanying note on page 304271 were approved by the Board of Directors on 2 March 201521 February 2018 and signed on its behalf by:

Sir David WalkerJohn McFarlane

Group Chairman

Antony JenkinsJames E Staley

Group Chief Executive

Tushar Morzaria

Group Finance Director

 

222  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    193



Financial statements of Barclays PLC

Parent company accounts

    

    

 

 

Statement of changes in equity

 

 

 
 Notes Called up share
capital and
share premium
£m
 Other equity
instruments
 

Capital

reserves and

other equity
£m

 

Retained

earnings
£m

 Total equity   
£m   
 

 

 

Balance as at 1 January 2014

    19,887    2,063    394     8,398    30,742    

Profit after tax and total comprehensive income

        250         777    1,027    

Issue of new ordinary shares

    150                 150    

Issue of shares under employee share schemes

    772                 772    

Issue of other equity instruments

        2,263             2,263    

Dividends

   12                 (1,057  (1,057)   

Other equity instruments coupons paid

        (250       54    (196)   

Other

                 (9  (9)   

 

 

Balance as at 31 December 2014

    20,809    4,326    394     8,163    33,692    

 

 

Balance as at 1 January 2013

    12,477      394    8,654   21,525   

Profit after tax and total comprehensive income

              620   620   

Issue of new ordinary shares

    6,620             6,620   

Issue of shares under employee share schemes

    790             790   

Issue of other equity instruments

       2,063          2,063   

Dividends

   12              (859  (859)   

Other

            (17  (17)   

 

 

Balance as at 31 December 2013

    19,887   2,063   394    8,398   30,742   

 

 

Balance as at 1 January 2012

    12,380      394    8,680   21,454   

Profit after tax and total comprehensive income

              707   707   

Issue of shares under employee share schemes

    97             97   

Dividends

   12              (733  (733)   

Other

                 –   

 

 

Balance as at 31 December 2012

    12,477      394    8,654   21,525   

 

 
        

 

 

 Cash flow statement

            

 

 

 For the year ended 31 December

      

2014

£m

 

2013

£m

 

2012   

£m   

 

 

 

Reconciliation of profit before tax to net cash flows from operating activities:

  

    

Profit before tax

      1,084     585    711    

Changes in operating assets and liabilities

      734     (546  (72)   

Other non-cash movements

      (43   (20  (4)   

Corporate income tax paid

      38     (3  –    

 

 

Net cash from operating activities

      1,813     16    635    

 

 

Capital contribution to subsidiary

      (3,684   (8,630  –    

 

 

Net cash used in investing activities

      (3,684   (8,630  –    

 

 

Issue of shares and other equity instruments

      3,185     9,473    97    

Net (increase) in loans and advances to bank subsidiaries of the Parent

  

  (2,866       –    

Net increase in deposits and debt securities in issue

      2,056         –    

Proceeds of borrowings and issuance of subordinated debta

      803         –    

Dividends paid

      (1,057   (859  (733)   

Coupons paid

      (250       –    

 

 

Net cash from financing activities

      1,871     8,614    (636)   

 

 

Net decrease in cash and cash equivalents

               (1)   

 

 

Cash and cash equivalents at beginning of year

               1    

 

 

Cash and cash equivalents at end of year

               –    

 

 

Net cash from operating activities includes:

        

Dividends received

      821     734    696    

Interest received/(paid)

      (6   (6  4    

 

 

Statement of changes in equity                                
    Notes   

Called up
share capital
and share
premium

£m

   Other equity
instruments
£m
  

Capital
redemption
reserve

£m

   

Available for

sale reserve
£m

  Retained
earnings
£m
  

Total
equity

£m

 
Balance as at 1 January 2017     21,842    6,453   394    26   7,607   36,322 
Profit after tax and other comprehensive income         639       60   508   1,207 
Issue of new ordinary shares     117                 117 
Issue of shares under employee share schemes     86              27   113 
Issue of other equity instruments         2,490             2,490 
Vesting of employee share schemes                   (11  (11
Dividends   12                  (509  (509
Other equity instruments coupons paid         (639         123   (516
Other                      (8  (8
Balance as at 31 December 2017        22,045    8,943   394    86   7,737   39,205 
                                 
Balance as at 1 January 2016     21,586    5,321   394       7,851   35,152 
Profit after tax and other comprehensive income         457       26   417   900 
Issue of new ordinary shares     68                 68 
Issue of shares under employee share schemes     188                 188 
Issue of other equity instruments         1,132             1,132 
Dividends   12                  (757  (757
Other equity instruments coupons paid         (457         91   (366
Other                      5   5 
Balance as at 31 December 2016        21,842    6,453   394    26   7,607   36,322 
                                    
Balance as at 1 January 2015     20,809    4,326   394       8,163   33,692 
Profit after tax and other comprehensive income         345          702   1,047 
Issue of new ordinary shares     137                 137 
Issue of shares under employee share schemes     640                 640 
Issue of other equity instruments         995             995 
Dividends   12                  (1,081  (1,081
Other equity instruments coupons paid         (345         70   (275
Other                      (3  (3
Balance as at 31 December 2015        21,586    5,321   394       7,851   35,152 
               
Cash flow statement                                
For the year ended 31 December                     

2017

£m

  

2016

£m

  

2015

£m

 
Reconciliation of profit before tax to net cash flows from operating activities:        
Profit before tax          1,258   934   1,090 
Changes in operating assets and liabilities          102   37   100 
Othernon-cash movements          76   62   52 
Corporate income tax (paid)/received                            (27
Net cash generated from operating activities                      1,436   1,033   1,215 
Capital contribution to subsidiary                      (2,801  (1,250  (1,560
Net cash used in investing activities                      (2,801  (1,250  (1,560
Issue of shares and other equity instruments          2,581   1,388   1,771 
Net increase in loans and advances to subsidiaries of the Parent          (9,707  (10,942  (4,973
Net increase in debt securities in issue          6,503   9,314   4,052 
Proceeds of borrowings and issuance of subordinated debt          3,019   1,671   921 
Dividends paid          (392  (757  (1,081
Coupons paid on AT1 instruments                      (639  (457  (345
Net cash generated from financing activities                      1,365   217   345 
Net increase/(decrease) in cash and cash equivalents                             
Cash and cash equivalents at beginning of year                             
Cash and cash equivalents at end of year                             
Net cash generated from operating activities includes:           
Dividends received          674   621   876 
Interest (paid)/received                      (10  5   (7

The Parent Company’scompany’s principal activity is to hold the investment in its wholly-owned subsidiary,subsidiaries, Barclays Bank PLC.PLC and Barclays Services Limited. Dividends received are treated as operating income.

The Company was not exposed at 31 December 20142017 or 20132016 to significant risks arising from the financial instruments it holds, which comprised loans and advances and other assets which had no marketMarket risk or material creditCredit risk.

Note

a   Excluding interest of £7m.

 

194    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F |  223


Notes to the financial statements

for the year ended 31 December 2017

 

 

Notes to the financial statements

For the year ended 31 December 2014

This section describes Barclays’ significant policies and critical accounting estimates that

relate to the financial statements and notes as a whole. If an accounting policy or a critical

accounting estimate relates to a particular note, the accounting policy and/or critical

accounting estimate is contained with the relevant note.

 

1 Significant accounting policies

This section describes Barclays’ significant accounting policies and critical accounting estimates that relate to the financial statements and notes as a whole. If an accounting policy or a critical accounting estimate relates to a specific note, the applicable accounting policy and/or critical accounting estimate is contained within the relevant note.

 

1 Significant accounting policies

1. Reporting entity

These financial statements are prepared for Barclays PLC and its subsidiaries (the Barclays PLC Group or the Group) under Section 399 of the Companies Act 2006. The Group is a major global financial services provider engaged in retail banking, credit cards, wholesale banking, investment banking, wealth management and investment management services. In addition, individual financial statements have been presented for the holding company.

2. Compliance with International Financial Reporting Standards

The consolidated financial statements of the Group, and the individual financial statements of Barclays PLC, have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations (IFRICs) issued by the Interpretations Committee, as published by the International Accounting Standards Board (IASB). They are also in accordance with IFRS and IFRIC interpretations endorsed by the European Union. The principal accounting policies applied in the preparation of the consolidated and individual financial statements are set out below, and in the relevant notes to the financial statements. These policies have been consistently applied.

3. Basis of preparation

The consolidated and individual financial statements have been prepared under the historical cost convention modified to include the fair valuation of investment property, and particular financial instruments, to the extent required or permitted under IFRS as set out in the relevant accounting policies. They are stated in millions of pounds Sterling (£m), the functional currency of Barclays PLC.

4. Accounting policies

Barclays prepares financial statements in accordance with IFRS. The Group’s significant accounting policies relating to specific financial statement items, together with a description of the accounting estimates and judgements that were critical to preparing them, are set out under the relevant notes. Accounting policies that affect the financial statements as a whole are set out below.

(i) Consolidation

Barclays applies IFRS 10Consolidated Financial Statements.

The consolidated financial statements combine the financial statements of Barclays PLC and all its subsidiaries. Subsidiaries are entities over which Barclays PLC has control. The Group has control over another entity when the Group has all of the following:

1) power over the relevant activities of the investee, for example through voting or other rights;

2) exposure to, or rights to, variable returns from its involvement with the investee; and

3) the ability to affect those returns through its power over the investee.

The assessment of control is based on the consideration of all facts and circumstances. The Group reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Intra-group transactions and balances are eliminated on consolidation and consistent accounting policies are used throughout the Group for the purposes of the consolidation.

Changes in ownership interests in subsidiaries are accounted for as equity transactions if they occur after control has already been obtained and they do not result in loss of control.

Details of the principal subsidiaries are given in Note 36.

1. Reporting entity

These financial statements are prepared for Barclays PLC and its subsidiaries (the Barclays PLC Group or the Group) under Section 399 of the Companies Act 2006. The Group is a major global financial services provider engaged in retail banking, credit cards, wholesale banking, investment banking, wealth management and investment management services. In addition, individual financial statements have been presented for the holding company.

2. Compliance with International Financial Reporting Standards

The consolidated financial statements of the Group, and the individual financial statements of Barclays PLC, have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations (IFRICs) issued by the Interpretations Committee, as published by the International Accounting Standards Board (IASB). They are also in accordance with IFRS and IFRIC interpretations endorsed by the European Union. The principal accounting policies applied in the preparation of the consolidated and individual financial statements are set out below, and in the relevant notes to the financial statements. These policies have been consistently applied.

3. Basis of preparation

The consolidated and individual financial statements have been prepared under the historical cost convention modified to include the fair valuation of investment property, and particular financial instruments, to the extent required or permitted under IFRS as set out in the relevant accounting policies. They are stated in millions of pounds Sterling (£m), the functional currency of Barclays PLC.

The financial statements have been prepared on a going concern basis, in accordance with The Companies Act 2006 as applicable to companies using IFRS.

4. Accounting policies

Barclays prepares financial statements in accordance with IFRS. The Group’s significant accounting policies relating to specific financial statement items, together with a description of the accounting estimates and judgements that were critical to preparing them, are set out under the relevant notes. Accounting policies that affect the financial statements as a whole are set out below.

(i) Consolidation

Barclays applies IFRS 10 Consolidated Financial Statements.

The consolidated financial statements combine the financial statements of Barclays PLC and all its subsidiaries. Subsidiaries are entities over which Barclays PLC has control. The Group has control over another entity when the Group has all of the following:

1) power over the relevant activities of the investee, for example through voting or other rights;

2) exposure to, or rights to, variable returns from its involvement with the investee; and

3) the ability to affect those returns through its power over the investee.

The assessment of control is based on the consideration of all facts and circumstances. The Group reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Intra-group transactions and balances are eliminated on consolidation. Consistent accounting policies are used throughout the Group for the purposes of the consolidation.

Changes in ownership interests in subsidiaries are accounted for as equity transactions if they occur after control has already been obtained and they do not result in loss of control.

As the consolidated financial statements include partnerships where the Group member is a partner, advantage has been taken of the exemption under Regulation 7 of the Partnership (Accounts) Regulations 2008 with regard to preparing and filing of individual partnership financial statements.

Details of the principal subsidiaries are given in Note 36, and a complete list of all subsidiaries is presented in Note 45.

(ii) Foreign currency translation

The Group applies IAS 21The Effects of Changes in Foreign Exchange Rates. Transactions and balances in foreign currencies are translated into Sterling at the rate ruling on the date of the transaction. Foreign currency balances are translated into Sterling at the period end exchange rates. Exchange gains and losses on such balances are taken to the income statement.

The Group’s foreign operations (including subsidiaries, joint ventures, associates and branches) based mainly outside the UK may have different functional currencies. The functional currency of an operation is the currency of the main economy to which it is exposed.

Prior to consolidation (or equity accounting) the assets and liabilities ofnon-Sterling operations are translated at the closing rate and items of income, expense and other comprehensive income are translated into Sterling at the rate on the date of the transactions. Exchange differences arising on the translation of foreign operations are included in currency translation reserves within equity. These are transferred to the income statement when the Group loses control, joint control or significant influence overdisposes of the entire interest in a foreign operation, when partial disposal results in the loss of control of an interest in a subsidiary, when an investment previously accounted for using the equity method is accounted for as a financial asset, or on partialthe disposal of the operation.

As the consolidated financial statements include partnerships where the Group member isan autonomous foreign operation within a partner, advantage has been taken of the exemption under Regulation 7 of the Partnership (Accounts) Regulations 2008 with regard to preparing and filing of individual partnership financial statements.

branch.

 

224  |


1 Significant accounting policies continued

 Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    195


Notes to the financial statements

for the year ended 31 December 2017

1 Significant accounting policiescontinued

 

(iii) Financial assets and liabilities

The Group applies IAS 39Financial Instruments: Recognition and Measurement to the recognition, classification and measurement, and derecognition of financial assets and financial liabilities, the impairment of financial assets, and hedge accounting.

Recognition

The Group recognises financial assets and liabilities when it becomes a party to the terms of the contract, which is the tradecontract. Trade date or settlement date accounting is applied depending on the settlement date.

classification of the financial asset.

Classification and measurement

Financial assets and liabilities are initially recognised at fair value and may be held at fair value or amortised cost depending on the Group’s intention toward the assets and the nature of the assets and liabilities, mainly determined by their contractual terms.

The accounting policy for each type of financial asset or liability is included within the relevant note for the item. The Group’s policies for determining the fair values of the assets and liabilities are set out in Note 18.

Derecognition

The Group derecognises a financial asset, or a portion of a financial asset, from its balance sheet where the contractual rights to cash flows from the asset have expired, or have been transferred, usually by sale, and with them either substantially all the risks and rewards of the asset or significant risks and rewards, along with the unconditional ability to sell or pledge the asset.

Financial liabilities arede-recognised when the liability has been settled, has expired or has been extinguished. An exchange of an existing financial liability for a new liability with the same lender on substantially different terms – generally a difference of 10% in the present value of the cash flows or a substantive qualitative amendment – is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.

Critical accounting estimates and judgements

Transactions in which the Group transfers assets and liabilities, portions of them, or financial risks associated with them can be complex and it may not be obvious whether substantially all of the risks and rewards have been transferred. It is often necessary to perform a quantitative analysis. Such an analysis compares the Group’s exposure to variability in asset cash flows before the transfer with its retained exposure after the transfer.

A cash flow analysis of this nature may require judgement. In particular, it is necessary to estimate the asset’s expected future cash flows as well as potential variability around this expectation. The method of estimating expected future cash flows depends on the nature of the asset, with market and market-implied data used to the greatest extent possible. The potential variability around this expectation is typically determined by stressing underlying parameters to create reasonable alternative upside and downside scenarios. Probabilities are then assigned to each scenario. Stressed parameters may include default rates, loss severity, or prepayment rates.

(iv) Issued debt and equity instruments

The Group applies IAS 32,Financial Instruments: Presentation, to determine whether funding is either a financial liability (debt) or equity.

Issued financial instruments or their components are classified as liabilities if the contractual arrangement results in the Group having a presentan obligation to either deliver cash or another financial asset, or a variable number of equity shares, to the holder of the instrument. If this is not the case, the instrument is generally an equity instrument and the proceeds included in equity, net of transaction costs. Dividends and other returns to equity holders are recognised when paid or declared by the members at the AGM and treated as a deduction from equity.

Where issued financial instruments contain both liability and equity components, these are accounted for separately. The fair value of the debt is estimated first and the balance of the proceeds is included within equity.

5. New and amended standards and interpretations

The accounting policies adopted are consistent with those of the previous financial year, except where new standardswith the exception of the accounting treatment of own credit on financial liabilities designated at fair value though profit or loss under the fair value option. Barclays has elected to early adopt the presentation of Barclays own credit gains and amendments tolosses in other comprehensive income as allowed by IFRS effective as of9Financial Instruments, from 1 January 20142017. This will have no effect on net assets, and any changes due to own credit in prior periods have not been restated. The cumulative own credit amount has been reclassified from retained earnings to a separate reserve. Any realised and unrealised amounts recognised in other comprehensive income will not be reclassified to the income statement in future periods; refer to Note 32 for further details.

There were no other material or amended standards or interpretations that resulted in changesa change in accounting policy.    The only new amended standard that had a material impact on Barclays accounting policies was IAS 32,Amendments to Offsetting Financial Assets and Financial Liabilities which clarified the circumstances in which netting is permitted, in particular what constitutes a currently legally enforceable right of set-off and the circumstances in which gross settlement systems may be considered equivalent to net settlement.

The effect of the adoption of these new or amended standards on the Group’s financial position, performance and cash flows is disclosed on page301. All relevant comparatives have been revised to reflect these changes.

6. Future accounting developments

There have been and are expected to be a number of significant changes to the Group’s financial reporting after 20142017 as a result of amended or new accounting standards that have been or will be issued by the IASB. The most significant of these are as follows:

IFRS 9 – Financial instruments

In 2014, the IASB issued IFRS 9Financial Instruments which will replacereplaces IAS 39Financial Instruments: Recognition and Measurement. It is effective for periods beginning on or after 1 January 2018 and was endorsed by the EU in November 2016. IFRS 9, in particular the impairment requirements, will lead to significant changes in the accounting for financial instruments. The key changes relate to:

 

196    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


1 Significant accounting policiescontinued

¡i) Impairment

Financial assets: Financial assetsIFRS 9 introduces a revised impairment model which will require entities to recognise expected credit losses based on unbiased forward-looking information. This replaces the existing IAS 39 incurred loss model which only recognises impairment if there is objective evidence that a loss has already been incurred and would measure the loss at the most probable outcome. The IFRS 9 impairment model will be heldapplicable to all financial assets at either fair value or amortised cost, except for equity investments not held for trading and certainlease receivables, debt instruments, which may be heldfinancial assets at fair value through other comprehensive income;income, loan commitments and financial guarantee contracts. This contrasts to the IAS 39 impairment model which is not applicable to loan commitments and financial guarantee contracts, which were covered by IAS 37. In addition, IAS 39 required the impairment of available for sale debt to be based on the fair value loss rather than estimated future cash flows as for amortised cost assets. Intercompany exposures, including loan commitments and financial guarantee contracts, are also in scope under IFRS 9 in the standalone reporting entity accounts.

The measurement of expected credit loss will involve increased complexity and judgement including estimation of probabilities of default, loss given default, a range of unbiased future economic scenarios, estimation of expected lives and estimation of exposures at default and assessing significant increases in credit risk. It is expected to have a material financial impact and impairment charges will tend to be more volatile. Impairment will also be recognised earlier and the amounts will be higher. Unsecured products with longer expected lives, such as revolving credit cards, are expected to be most impacted.

The expected increase in the accounting impairment provision reduces CET1 capital, but the impact is partially mitigated by releasing the ‘excess of expected loss over impairment’ deduction from CET1 capital. In addition, the European Union will be adopting transitional arrangements to mitigate or spread the capital impacts of IFRS 9 adoption over a5-year period from 1 January 2018 which Barclays will apply. Separately, the Basel Committee on Banking Supervision is considering the need for permanent changes to the regulatory capital framework in order to take account of expected credit loss provisioning.

Key concepts and management judgements

The impairment requirements are complex and require management judgements, estimates and assumptions. Key concepts and management judgements include:

 

Determining a significant increase in credit risk since initial recognition

IFRS 9 requires the recognition of 12 month expected credit losses (the portion of lifetime expected credit losses from default events that are expected within 12 months of the reporting date) if credit risk has not significantly increased since initial recognition (stage 1), and lifetime expected credit losses for financial instruments for which the credit risk has increased significantly since initial recognition (stage 2) or which are credit impaired (stage 3). Barclays will assess when a significant increase in credit risk has occurred based on quantitative and qualitative assessments. Exposures are considered to have resulted in a significant increase in credit risk and are moved to stage 2 when:

– Quantitative Test

The annualised cumulative weighted average lifetime probability of default (PD) has increased by more than the agreed threshold relative to the equivalent at origination. The relative thresholds are defined as percentage increases and set at an origination score band and segment level.

– Qualitative Test

Accounts that meet the portfolio’s ‘high risk’ criteria and are subject to closer credit monitoring.

– Backstop Criteria

Accounts that are 30 calendar days or more past due. The 30 days past due criteria is a backstop rather than a primary driver of moving exposures into stage 2.

Exposures will move back to stage 1 once they no longer meet the criteria for a significant increase in credit risk and when any cure criteria used for credit risk management are met. This is subject to all payments being up to date and the customer evidencing ability and willingness to maintain future payments.

Barclays will not rely on the low credit risk exemption which would assume facilities of investment grade are not significantly deteriorated.

Determining the probability of default at initial recognition is expected to require management estimates, in particular for exposures issued before the effective date of IFRS 9. For certain revolving facilities such as credit cards and overdrafts, this is expected to be when the facility was first entered into which could be a long time in the past.

Management overlays and other exceptions to model outputs are applied only if consistent with the objective of identifying significant increases in credit risk.

Forward-looking information

Credit losses are the expected cash shortfalls from what is contractually due over the expected life of the financial instrument, discounted at the original effective interest rate. Expected credit losses are the unbiased probability-weighted credit losses determined by evaluating a range of possible outcomes and considering future economic conditions. When there is anon-linear relationship between forward looking economic scenarios and their associated credit losses, a range of forward looking economic scenarios, currently expected to be a minimum of five, will be considered to ensure a sufficient unbiased representative sample of the complete distribution is included in determining the expected loss. Stress testing methodologies will be leveraged within forecasting economic scenarios for IFRS 9 purposes.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    197


 

Notes to the financial statements

for the year ended 31 December 2017

1 Significant accounting policiescontinued

Definition of default, credit impaired assets, write-offs, and interest income recognition

The definition of default for the purpose of determining expected credit losses has been aligned to the Regulatory Capital CRR Article 178 definition of default, which considers indicators that the debtor is unlikely to pay, includes exposures in forbearance and is no later than when the exposure is more than 90 days past due or 180 days past due in the case of UK mortgages. When exposures are identified as credit impaired or purchased or originated as such, IFRS 9 requires separate disclosure and interest income is required to be calculated on the carrying value net of the impairment allowance.

¡Credit impaired is expected to be when the exposure has defaulted which is also anticipated to align to when an exposure is identified as individually impaired under the incurred loss model of IAS 39.Write-off polices are not expected to change from IAS 39.

Expected life

Lifetime expected credit losses must be measured over the expected life. This is restricted to the maximum contractual life and takes into account expected prepayment, extension, call and similar options. The exceptions are certain revolver financial instruments, such as credit cards and bank overdrafts, that include both a drawn and an undrawn component where the entity’s contractual ability to demand repayment and cancel the undrawn commitment does not limit the entity’s exposure to credit losses to the contractual notice period. The expected life for these revolver facilities is expected to be behavioural life. Where data is insufficient or analysis inconclusive, an additional ‘maturity factor’ may be incorporated to reflect the full estimated life of the exposures, based upon experienced judgement and/or peer analysis. Potential future modifications of contracts are not taken into account when determining the expected life or exposure at default until they occur.

Discounting

Expected credit losses are discounted at the effective interest rate (EIR) at initial recognition or an approximation thereof and consistent with income recognition. For loan commitments the EIR is that rate that is expected to apply when the loan is drawn down and a financial asset is recognised. Issued financial guarantee contracts are discounted at the risk free rate. Lease receivables are discounted at the rate implicit in the lease as prescribed in IAS 17. For variable/floating rate financial assets, the spot rate at the reporting date is used and projections of changes in the variable rate over the expected life are not made to estimate future interest cash flows or for discounting.

Modelling techniques

Expected credit losses (ECL) are calculated by multiplying three main components, being the probability of default (PD), loss given default (LGD) and the exposure at default (EAD), discounted at the original effective interest rate. The regulatory Basel Committee of Banking Supervisors (BCBS) ECL calculations are leveraged for IFRS 9 modelling but adjusted for key differences which include:

BCBS requires 12 month through the economic cycle losses whereas IFRS 9 requires 12 months or lifetime point in time losses based on conditions at the reporting date and multiple forecasts of the future economic conditions over the expected lives; and

IFRS 9 models do not include certain conservative BCBS model floors and downturn assessments and require discounting to the reporting date at the original effective interest rate rather than using the cost of capital to the date of default.

Management adjustments will be made to modelled output to account for situations where known or expected risk factors and information have not been considered in the modelling process, for example forecast economic scenarios for uncertain political events.

ECL is measured at the individual financial instrument level, however a collective approach where financial instruments with similar risk characteristics are grouped together, with apportionment to individual financial instruments, is used where effects can only be seen at a collective level, for example for forward looking information.

For the IFRS 9 impairment assessment, Barclays Risk Models are used to determine the probability of default (PD), loss given default (LGD) and exposure at default (EAD). For stage 2 and 3, Barclays applies lifetime PDs but uses 12 month PDs for stage 1. The ECL drivers of PD, EAD and LGD are modelled at an account level which considers vintage, among other credit factors. Also, the assessment of significant increase in credit risk is based on the initial lifetime PD curve, which accounts for the different credit risk underwritten over time.

ii) Forbearance

Both performing andnon-performing forbearance assets are classified as stage 3 except where it is established that the concession granted has not resulted in diminished financial obligation and that no other regulatory definitions of default criteria has been triggered, in which case the asset is classified as stage 2. The minimum probationary period fornon-performing forbearance is 12 months and for performing forbearance, 24 months. Hence, a minimum of 36 months is required fornon-performing forbearance to move out of a forborne state.

iii) Project governance and credit risk management

Barclays has a jointly accountable Risk and Finance implementation and governance programme with representation from all impacted departments. The current impairment Committee structures were initiated and tested from H1 2017, providing oversight for both IAS 39 and IFRS 9 impairment results.

The impairment reporting process commences with the production of economic scenarios. The Senior Scenario Review Committee (SSRC) reviews and approves the scenario narratives, the core set of macroeconomic variables, probability weightings, and any scenario specific management overlays which are used in all ECL models. The SSRC attests that the scenarios adequately account for thenon-linearity and asymmetry of the loss distribution.

The Group Impairment Committee, formed of members from both Finance and Risk and attended by both the Group Finance Director and the CRO, is responsible for overseeing impairment policy and practice across Barclays Group and will approve impairment results.

Reported results and key messages are communicated to the Board Audit Committee, which has an oversight role and provides challenge of key assumptions, including the basis of the scenarios adopted.

198    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


1 Significant accounting policiescontinued

iv) Classification and measurement

IFRS 9 requires financial assets to be classified on the basis of two criteria:

1) the business model within which financial assets are managed, and

2) their contractual cash flow characteristics (whether the cash flows represent ‘solely payments of principal and interest’).

Financial liabilities: Gainsassets will be measured at amortised cost if they are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and their contractual cash flows represent solely payments of principal and interest.

Financial assets will be measured at fair value through other comprehensive income if they are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and their contractual cash flows represent solely payments of principal and interest.

Business models are determined on initial application and this may differ from the model before 1 January 2018 for certain portfolios. Barclays assesses the business model at a portfolio level. Information that is considered in determining the business model includes (i) policies and objectives for the relevant portfolio, (ii) how the performance and risks of the portfolio are managed, evaluated and reported to management, and (iii) the frequency, volume and timing of sales in prior periods, sales expectation for future periods, and the reasons for such sales. Financial assets managed on a fair value basis and those that are held for trading are held at fair value through profit and loss.

In assessing whether contractual cash flows are solely payments of principal and interest, terms that could change the contractual cash flows so that it would not meet the condition for solely payments of principal and interest are considered, including: (i) contingent and leverage features,(ii) non-recourse arrangements and (iii) features that could modify the time value of money.

Other financial assets are measured at fair value through profit and loss. There is an option to make an irrevocable election for non traded equity investments to be measured at fair value through other comprehensive income, in which case dividends are recognised in profit or loss, but gains or losses arisingare not reclassified to profit or loss upon derecognition, and impairment is not recognised in the income statement.

On 12 October 2017, the IASB published an amendment to IFRS 9, relating to prepayment features with negative compensation; this amendment is effective from 1 January 2019 with early application permitted, however has yet to be endorsed by the EU. This amendment allows financial assets with such features to be measured at amortised cost or fair value through other comprehensive income provided the SPPI (solely payments of principal and interest) criteria in IFRS 9 are otherwise met. In addition the amendment to IFRS 9 clarifies that a financial asset passes the SPPI criterion regardless of the event or circumstance that cause the early termination of the contract, and irrespective of which party pays or receives reasonable compensation for the early termination of the contract. Such prepayment features are present in some fixed rate corporate and investment bank loans, and are considered to meet the criteria for amortised cost under IFRS 9. Prepayment features are consistent with the solely payments of principal and interest criteria if the prepayment feature substantially represents unpaid amounts of principal and interest and reasonable compensation for early termination of the contract.

While there are some classification changes these are not significant from a Group perspective.

v) Hedge accounting

IFRS 9 contains revised requirements on hedge accounting, adoption of which is optional. In addition certain aspects of IAS 39, being the portfolio fair value hedge for interest rate risk, continues to be available for entities (while applying IFRS 9 to the remainder of the entity’s hedge accounting relationships) until the IASB completes its accounting for dynamic risk management project.

Based on analysis performed, Barclays will continue applying IAS 39 hedge accounting, although it will implement the amended IFRS 7 hedge accounting disclosure requirements.

vi) Own credit

Barclays has applied the option in IFRS 9 to recognise changes in own credit on non-derivativefor financial liabilities designated at fair value through profit orand loss under the fair value option in other comprehensive income from 1 January 2017.

vii) Expected impact

IFRS 9 will be excludedapplied retrospectively on adoption on 1 January 2018. Opening shareholders’ equity is expected to decrease by approximately

£2.2bn post tax. This impact assessment has been estimated under an interim control environment with models that continue to undergo validation. The implementation of the comprehensive end state control environment will continue as Barclays introduces business as usual controls throughout 2018. Barclays will not restate comparatives on initial application of IFRS 9 on 1 January 2018.

IFRS 15 – Revenue from Contracts with Customers

In 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers which will replace IAS 18 Revenue and IAS 11 Construction Contracts. It applies to all contracts with customers except leases, financial instruments and insurance contracts. The standard establishes a more systematic approach for revenue measurement and recognition by introducing a five-step model governing revenue recognition. The five-step model includes 1) identifying the contract with the customer, 2) identifying each of the performance obligations included in the contract, 3) determining the amount of consideration in the contract, 4) allocating the consideration to each of the identified performance obligations and 5) recognising revenue as each performance obligation is satisfied. In April 2016, the IASB issued clarifying amendments to IFRS 15 which provide additional application guidance but did not change the underlying principles of the standard. The standard was endorsed by the EU in September 2016.

Barclays will implement this standard on 1 January 2018. Barclays has elected the cumulative effect transition method with a transition adjustment calculated as of 1 January 2018 and recognised in retained earnings without restating comparative periods. There are no significant impacts from the income statement and instead takenadoption of IFRS 15 in relation to other comprehensive income;the timing of when Barclays recognises revenues or when revenue should be recognised gross as a principal or net as an agent.

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    199


    
¡

Impairment: Credit losses expected at the balance sheet date (rather than only losses incurred in the year) on loans, debt securities and loan commitments not held at fair value through profit or loss will be reflected in impairment allowances; and

¡

Hedge accounting: Hedge accounting will be more closely aligned with financial risk management.

 

|  225


IFRS 16 – Leases

In January 2016, the IASB issued IFRS 16 Leases, which will replace IAS 17 Leases. IFRS 16 will apply to all leases with the exception of licenses of intellectual property, rights held by licensing agreement within the scope of IAS 38 Intangible Assets, service concession arrangements, leases of biological assets within the scope of IAS 41 Agriculture, and leases of minerals, oil, natural gas and similarnon-regenerative resources. IFRS 16 will not result in a significant change to lessor accounting; however for lessee accounting there will no longer be a distinction between operating and finance leases. Instead lessees will be required to recognise both a right of use asset and lease liability on balance sheet for all leases. As a result Barclays will observe an increase in both assets and liabilities for transactions currently accounted for as operating leases as at 1 January 2019 (the effective date of IFRS 16). A scope exemption will apply to short term and low value leases. Current project implementation efforts are focused on preparing and sourcing information. The standard was endorsed by the EU in November 2017. Barclays will implement this standard on 1 January 2019. Barclays is currently assessing the expected impact of adopting this standard.

IFRS 17 – Insurance contracts

In May 2017, the IASB issued IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Once effective, IFRS 17 will replace IFRS 4 Insurance Contracts that was issued in 2005.

IFRS 17 applies to all types of insurance contracts (i.e. life,non-life, direct insurance andre-insurance), regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features. A few scope exceptions will apply. The standard is effective from 1 January 2021 and has not yet been endorsed by the EU. Barclays is currently assessing the expected impact of adopting this standard.

IFRS 2 Classification and Measurement of Share-based Payment Transactions – Amendments to IFRS 2

The IASB issued amendments to IFRS 2 Share-based Payment that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled. The amendments are effective for annual periods beginning on or after1 January 2018. Adoption of the amendments will not have a significant impact on Barclays.

IFRIC Interpretation 23 Uncertainty over Income Tax Treatment

IFRIC 23 clarifies the application of IAS 12 to accounting for income tax treatments that have yet to be accepted by tax authorities, in scenarios where it may be unclear how tax law applies to a particular transaction or circumstance, or whether a taxation authority will accept an entity’s tax treatment. The effective date is 1 January 2019. Barclays is currently assessing the impact of IFRIC 23.

6. Critical accounting estimates and judgements

The preparation of financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise judgement in applying the accounting policies. The key areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the consolidated and individual financial statements are highlighted under the relevant note. Critical accounting estimates and judgements are disclosed in:

Notes to the financial statements

Forfor the year ended 31 December 20142017

1 Significant accounting policiescontinued

Credit impairment charges on page 204;

Taxes on page 207;

Fair value of financial instruments on page 216;

Pensions and post retirement benefits - obligations on page 255; and

Provisions including conduct and legal, competition and regulatory matters on page 237.

7. Other disclosures

To improve transparency and ease of reference, by concentrating related information in one place, certain disclosures required under IFRS have been included within the Risk review section as follows:

Credit risk on page 85 and tables on pages 96 to 116;

Market risk on page 87 and the tables on pages 117 to 121;

Treasury and capital risk – capital on pages 137 to 145; and

Treasury and capital risk – liquidity on pages 124 to 136.

These disclosures are covered by the Audit opinions (included on pages 186 and 187) where referenced as audited.

8. Parent company accounts

The Parent company’s financial statements on pages 193 to 194 also form part of the notes to the consolidated financial statements.

1 Significant accounting policiescontinued

 

 

 

Adoption is not mandatory until periods beginning on or after 1 January 2018. The standard has not been endorsed by the EU. At this stage, it is not possible to determine the potential financial impacts of adoption on the Group.

 

In 2014, the IASB issued IFRS 15Revenue from Contracts with Customers which will replace IAS 18Revenue and IAS 11Construction Contracts. It applies to all contracts with customers except leases, financial instruments and insurance contracts. The standard will establish a more systematic approach for revenue measurement and recognition. Adoption is not mandatory until periods beginning on or after 1 January 2017. The standard has not been endorsed by the EU. Adoption of the standard is not expected to have a significant impact.

 

In addition, the IASB has indicated that it will issue a new standard on accounting for leases. Under the proposals, lessees would be required to recognise assets and liabilities arising from both operating and finance leases on the balance sheet. The IASB also plans to issue a new standard on insurance contracts. The Group will consider the financial impacts of these new standards as they are finalised.

 

Critical accounting estimates and judgements

The preparation of financial statements in accordance with IFRS requires the use of estimates. It also requires management to exercise judgement in applying the accounting policies. The key areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the consolidated and individual financial statements are highlighted under the relevant note. Critical accounting estimates and judgements are disclosed in:

 

 
            Page            Page 
 Credit impairment charges and other provisions 

230

 Fair value of financial instruments 242 
 Income taxes 

233

 Provisions 265 
 Available for sale assets 

241

 Retirement benefit obligations 

285

 
 

 

7. Other disclosures

To improve transparency and ease of reference, by concentrating related information in one place, and to reduce duplication, certain disclosures required under IFRS have been included within the Risk management section as follows:

 

¡  Segmental reporting on pages197 to211

 

¡  Credit risk management, on pages97 to98, including exposures to selected countries.

 

¡  Market risk, on pages99 to100;

 

¡  Funding risk – capital, on pages101 to102; and

 

¡  Funding risk – liquidity, on page 103.

 

These are covered by the Audit opinion included on page216.

 

200    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F

226  |


Notes to the financial statements

Performance/return

 

 

 

The notes included in this section focus on the results and performance of the Group.

Information on the income generated, expenditure incurred, segmental performance, tax,

earnings per share and dividends are included here. For further detail on performance, please

see income statement commentary within Financial review (unaudited) on page 167.

2 Segmental reporting

 

 

Presentation of segmental reporting

The Group’s segmental reporting is in accordance with IFRS 8Operating Segments. Operating segments are reported in a manner consistent with the internal reporting provided to the Executive Committee, which is responsible for allocating resources and assessing performance of the operating segments, and has been identified as the chief operating decision maker. All transactions between business segments are conducted on an arm’s length basis, with intra-segment revenue and costs being eliminated in Head Office. Income and expenses directly associated with each segment are included in determining business segment performance.

Barclays PLC is a transatlantic consumer and wholesale bank and for segmental reporting purposes defines its divisions as follows:

 

The Group’s activities have been resegmented into Core and Non-Core business units as part of the Group strategy update announced in May 2014. Comparatives have also been updated. The Core business consists of Personal & Corporate Banking (PCB), Barclaycard, Africa Banking, Investment Bank and Head Office. Barclays Non-Core (BNC) groups together businesses and assets that are no longer strategically attractive to Barclays.
Barclays UK which offers everyday products and services to retail customers and small to medium sized enterprises based in the UK. The division includes the UK Personal business; the small UK Corporate and UK Wealth businesses; and the Barclaycard UK consumer credit cards business.

An analysis of the Group’s performance by business segment and income by geographic segment is included on pages197 and198. Further details on each of the new segments are provided on page200 to 211.
Barclays Internationalwhich delivers products and services designed for our larger corporate, wholesale and international banking clients. The division includes the large UK Corporate business; the international Corporate and Wealth businesses; the Investment Bank; the international Barclaycard business; and Barclaycard Business Solutions.

3 Net interest income
Head Office which comprises head office and central support functions (including treasury) and businesses in transition.

TheNon-Core segment was closed on 1 July 2017 with the residual assets and liabilities reintegrated into, and associated financial performance subsequently reported in, Barclays UK, Barclays International and Head Office. Financial results up until 30 June 2017 are reflected in theNon-Core segment within the Group’s results for the year ended 31 December 2017. Comparative results have not been restated.

 

Analysis of results by business                     
    

Barclays UK

£m

  Barclays
International
£m
  

Head 

Officea

£m 

  

Barclays 

Non-Coreb

£m 

  Group results
£m
 
For the year ended 31 December 2017      
Total income   7,383   14,382   (159  (530  21,076 
Credit impairment charges and other provisions   (783  (1,506  (17  (30  (2,336
Net operating income/(expenses)   6,600   12,876   (176  (560  18,740 
Operating expenses excluding UK bank levy and litigation and conduct   (4,030  (9,321  (277  (256  (13,884
UK bank levy   (59  (265  (41     (365
Litigation and conduct   (759  (269  (151  (28  (1,207
Operating expenses   (4,848  (9,855  (469  (284  (15,456
Other net (expenses)/incomec   (5  254   (189  197   257 
Profit/(loss) before tax from continuing operations   1,747   3,275   (834  (647  3,541 
Total assets (£bn)   237.4   856.1   39.7      1,133.2 
Number of employees (full time equivalent)d   22,800   11,500   45,600      79,900 
                      
For the year ended 31 December 2016      
Total income   7,517   14,995   103   (1,164  21,451 
Credit impairment charges and other provisions   (896  (1,355     (122  (2,373
Net operating income/(expenses)   6,621   13,640   103   (1,286  19,078 
Operating expenses excluding UK bank levy and litigation and conduct   (3,792  (9,129  (135  (1,509  (14,565
UK bank levy   (48  (284  (2  (76  (410
Litigation and conduct   (1,042  (48  (27  (246  (1,363
Operating expenses   (4,882  (9,461  (164  (1,831  (16,338
Other net (expenses)/income   (1  32   128   331   490 
Profit/(loss) before tax from continuing operations   1,738   4,211   67   (2,786  3,230 
Total assets (£bn)e   209.6   648.5   75.2   279.7   1,213 
Number of employees (full time equivalent)f   36,000   36,900   100   5,500   119,300 

Notes

aThe reintegration ofNon-Core assets on 1 July 2017 resulted in the transfer of c.£9bn of assets into Head Office relating to a portfolio of Italian mortgages. The portfolio generated a loss before tax of £37m in the second half of the year and included assets of £9bn as at 31 December 2017.
bTheNon-Core segment was closed on 1 July 2017. Financial results up until 30 June 2017 are reflected in theNon-Core segment for 2017.
cOther net (expenses)/income represents the share ofpost-tax results of associates and joint ventures, profit (or loss) on disposal of subsidiaries, associates and joint ventures, and gains on acquisitions.
dAs a result of the establishment of the Group Service Company in September 2017, employees who are now employed by the Group Service Company and who were previously allocated to, or were within, Barclays UK and Barclays International are now reported in Head Office.
eAfrica Banking assets held for sale were reported in Head Office for 2016.
fNumber of employees included 40,800 in relation to Africa Banking for 2016.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    201


Notes to the financial statements

Performance/return

2 Segmental reportingcontinued

Analysis of results by business                     
    

Barclays
UK

£m

  Barclays
International
£m
  Head
Office
£m
  Barclays
Non-Core
£m
  

Group
results

£m

 
For the year ended 31 December 2015      
Total income   7,343   13,747   338   612   22,040 
Credit impairment charges and other provisions   (706  (922     (134  (1,762
Net operating income   6,637   12,825   338   478   20,278 
Operating expenses excluding UK bank levy and litigation and conduct   (3,464  (8,029  (272  (1,958  (13,723
UK bank levy   (77  (253  (8  (88  (426
Litigation and conduct   (2,511  (1,310  (66  (500  (4,387
Operating expenses   (6,052  (9,592  (346  (2,546  (18,536
Other net income/(expenses)a      45   (106  (535  (596
Profit/(loss) before tax from continuing operations   585   3,278   (114  (2,603  1,146 
Total assets (£bn)b   202.5   532.2   59.4   325.8   1,120.0 
Number of employees (full time equivalent)c   38,800   39,100   100   9,900   129,400 

Notes

aOther net income/(expenses) represents the share ofpost-tax results of associates and joint ventures, profit (or loss) on disposal of subsidiaries, associates and joint ventures, and gains on acquisitions.
bAfrica Banking assets held for sale were reported in Head Office for 2015.
cNumber of employees included 41,500 in relation to Africa Banking for 2015.

Income by geographic region               
For the year ended 31 December  

2017

£m

   

2016

£m

   

2015

£m

 
Continuing operations      
UK   11,190    11,096    12,160 
Europe   1,663    2,087    2,245 
Americas   7,443    7,278    6,610 
Africa and Middle East   251    419    387 
Asia   529    571    638 
Total   21,076    21,451    22,040 
                
Income from individual countries which represent more than 5% of total incomea               
For the year ended 31 December  

2017

£m

   

2016

£m

   

2015

£m

 
Continuing operations      
UK   11,190    11,096    12,160 
United States   6,871    6,876    6,228 

Note

aTotal income based on counterparty location. Income from each single external customer does not amount to 10% or greater of the Group’s total income.    

202    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


3 Net interest income

 

Accounting for interest income and expenseexpenses

The Group applies IAS 39Financial Instruments: Recognition and Measurement. Interest income on loans and advances at amortised cost, available for salefinancial investments debt investments,securities, and interest expense on financial liabilities held at amortised cost, are calculated using the effective interest method which allocates interest, and direct and incremental fees and costs, over the expected lives of the assets and liabilities.

The effective interest method requires the Group to estimate future cash flows, in some cases based on its experience of customers’ behaviour, considering all contractual terms of the financial instrument, as well as the expected lives of the assets and liabilities. Due

Barclays incurs certain costs to originate credit card balances with the large numbermost significant beingco-brand partner fees. To the extent these costs are attributed to revolving customer balances they are capitalised and subsequently included within the calculation of product types (both assetsthe effective interest rate. They are amortised to interest income over the period of expected repayment of the originated balance. Costs attributed to transacting customer balances are recorded within fee and liabilities),commission expense when incurred. There are no other individual estimates involved in the normal coursecalculation of business there are no individual estimateseffective interest rates that are material to the results or financial position.

 

 
 2014 2013 2012   
 £m £m £m   

 

 

Cash and balances with central banks

   193    219    253    

Available for sale investments

   1,615    1,804    1,736    

Loans and advances to banks

   446    468    376    

Loans and advances to customers

   14,677    15,613    16,448    

Other

   432    211    399    

 

 

Interest income

       17,363        18,315        19,212    

 

 

Deposits from banks

   (199  (201  (257)   

Customer accounts

   (1,473  (2,656  (2,485)   

Debt securities in issue

   (1,922  (2,176  (2,921)   

Subordinated liabilities

   (1,622  (1,572  (1,632)   

Other

   (67  (110  (263)   

 

 

Interest expense

   (5,283  (6,715  (7,558)   

 

 

Net interest income

   12,080    11,600    11,654    

 

 

Interest income includes £153m (2013: £179m; 2012: £211m) accrued on impaired loans.

Other interest income principally includes interest income relating to reverse repurchase agreements and hedging activity. Similarly, other interest expense principally includes interest expense relating to repurchase agreements and hedging activity.

Included in net interest income is hedge ineffectiveness as detailed on page240.

 

|  227


    

            2017

£m

  

            2016

£m

  

            2015

£m

 
Cash and balances with central banks   583   186   157 
Financial investments   754   740   698 
Loans and advances to banks   286   600   487 
Loans and advances to customers   11,783   12,958   12,512 
Other   225   57   99 
Interest income   13,631   14,541   13,953 
Deposits from banks   (370  (265  (128
Customer accounts   (1,123  (1,514  (1,406
Debt securities in issue   (915  (990  (553
Subordinated liabilities   (1,223  (1,104  (1,015
Other   (155  (131  (243
Interest expense   (3,786  (4,004  (3,345
Net interest income   9,845   10,537   10,608 

NotesCosts to originate credit card balances of £497m (2016: £480m; 2015: £368m) have been amortised to interest income during the financial statementsperiod.

Interest income includes £48m (2016: £75m; 2015: £91m) accrued on impaired loans.

Included in net interest income is hedge ineffectiveness as detailed in Note 15 amounting to £(43)m in 2017 (2016: £71m; 2015: £81m).

Performance/return4 Net fee and commission income

 

3 Net interest incomecontinued

2014

Net interest income increased by 4% to £12,080m driven by improvements in PCB savings margins and volume growth in Barclaycard, partially offset by a reduction in Africa Banking due to currency movements and the sale and run-down of assets in BNC. Interest income decreased by 5% to £17,363m driven by a reduction in income from loans and advances to customers which fell 6% to £14,677m. Interest expense reduced 21% to £5,283m, driven by a reduction in interest on customer accounts of £1,183m to £1,473m.

2013

Net interest income declined by 1% to £11,600m with lower net interest income in BNC, Head Office and Africa Banking offset by increases in Barclaycard, PCB, and the Investment Bank. Interest income decreased by 5% to £18,315m driven by a reduction in income from loans and advances to customers which fell 5% to £15,613m. Interest expense reduced 11% to £6,715m, driven by a reduction in interest on debt securities in issue of £745m to £2,176m due to lower average balances and lower yields.

4 Net fee and commission income

 

Accounting for net fee and commission income

The Group applies IAS 18Revenue. Fees and commissions charged for services provided or received by the Group are recognised as the services are provided, for example on completion of the underlying transaction.

    2014   2013  2012 
    £m   £m  £m 

Fee and commission income

     

Banking, investment management and credit related fees and commissions

   9,681     10,311    10,037  

Foreign exchange commission

   155     168    176  

Fee and commission income

   9,836     10,479    10,213  

Fee and commission expense

       (1,662   (1,748  (1,677

Net fee and commission income

   8,174     8,731    8,536  

2014

Net fee and commission income decreased £557m to £8,174m. This was driven by lower fees as a result of decreased debt underwriting fees and declines in cash commissions reflecting lower volumes in the Investment Bank. Further decreases were caused by the launch of the revised PCB overdraft proposition, which recognises the majority of the overdraft income as net interest income as opposed to fee income, and adverse currency movements in Africa Banking. These movements were partly offset by increases in Barclaycard driven by growth in payment volumes.

2013

Net fee and commission income remained stable with a £195m increase to £8,731m. Higher fees as a result of increased volumes within Barclaycard Business Payment and US portfolios, and growth in equity underwriting activity and a strong equity capital market deal calendar, were offset by lower commissions mainly from syndicate and advisory business following concerns about potential slowing down of quantitative easing and the impact of adverse currency movements in Africa Banking.

 

228  |


5 Net trading income
    

            2017

£m

  

            2016

£m

  

            2015

£m

 
Fee and commission income    
Banking, investment management and credit related fees and commissions   8,622   8,452   8,340 
Foreign exchange commission   129   118   130 
Fee and commission income   8,751   8,570   8,470 
Fee and commission expense   (1,937  (1,802  (1,611
Net fee and commission income   6,814   6,768   6,859 

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    203


Notes to the financial statements

Performance/return

5 Net trading income

 

Accounting for net trading income

In accordance with IAS 39, trading positions are held at fair value, and the resulting gains and losses are included in the income statement, together with interest and dividends arising from long and short positions and funding costs relating to trading activities.

Income arises from both the sale and purchase of trading positions, margins which are achieved through market-making and customer business and from changes in fair value caused by movements in interest and exchange rates, equity prices and other market variables.

Own credit gains/losses arise from(losses)

As a result of the fair valuationearly adoption of the own credit provisions of IFRS 9 on 1 January 2017, own credit on financial liabilities designated at fair value through profit or loss. See Note 17 Financialand loss which was previously recorded in the income statement is now recognised within other comprehensive income.

                                                               
    

            2017

£m

   

            2016

£m

  

            2015

£m

 
Trading income   3,500    2,803   2,996 
Own credit (losses)/gains       (35  430 
Net trading income   3,500    2,768   3,426 

Included within net trading income were gains of £640m (2016: £31m gain; 2015: £992m gain) on financial assets designated at fair value and gains of £472m (2016: £346m gain; 2015: £187m loss) on financial liabilities designated at fair value.

  2014 2013 2012 
  £m £m £m 

Trading income

     3,297     6,773    7,926  

Own credit gains/(losses)

     34     (220  (4,579

Net trading income

     3,331     6,553    3,347  

Included within net trading income were losses of £1,051m (2013: £914m gain; 2012: £656m gain) on financial assets designated at fair value and losses of £65m (2013: £684m loss; 2012: £3,980m loss) on financial liabilities designated at fair value.

2014

Net trading income decreased 49% to £3,331m, primarily reflecting a £2,666m decrease in trading income, as lower volatility and subdued trading activity combined with tighter spreads reduced income across a number of businesses. Disposals and running down of certain BNC businesses and the £935m fair value reduction on the ESHLA portfolio (see Note 18 for further details) also contributed to the lower income. This was partially offset by a £254m favourable variance in own credit gains/losses.

2013

Net trading income increased 96% to £6,553m, primarily reflecting a £4,359m variance in own credit (2013: £220m charge; 2012: £4,579m charge) as a result of improved credit spreads on Barclays’ issued debt. This was offset partially by a £1,153m decrease in underlying trading income, reflecting market uncertainty around central banks’ tapering of quantitative easing programmes across a number of product areas.

6 Net investment income

 

Accounting for net investment income

Dividends are recognised when the right to receive the dividend has been established. Other accounting policies relating to net investment income are set out in Note 16 Available for sale financial assets14 and Note 14 Financial assets designated at fair value.16.

      2014   2013    2012   
      £m   £m    £m   

Net gain from disposal of available for sale investments

     620     145      452    

Dividend income

     9     14      42    

Net gain from financial instruments designated at fair value

     233     203      233    

Other investment income

     466     318      117    

Net investment income

     1,328        680           844    

2014

Net investment income increased by £648m to £1,328m. This was largely driven by an increase in disposals of available for sale investments due to favourable market conditions and increases in other investment income as a result of greater certainty regarding the recoverability of certain assets not yet received from the 2008 US Lehman acquisition (2014: £461m gain; 2013: £259m gain).

2013

Net investment income decreased by £164m to £680m. This was largely driven by lower gains on disposal of available for sale investments partially offset by increases in other investment income as a result of greater certainty regarding the recoverability of certain assets not yet received from the 2008 US Lehman acquisition.

 

|  229


Notes to the financial statements
                                                               
    

            2017

£m

   

            2016

£m

   

                2015

£m

 
Net gain from disposal of available for sale investments   298    912    385 
Dividend income   48    8    8 
Net gain from financial instruments designated at fair value   338    158    193 
Other investment income   177    246    511 
Net investment income   861    1,324    1,097 

7 Credit impairment charges and other provisions

Performance/return

 

7 Credit impairment charges and other provisions

 

Accounting for the impairment of financial assets

Loans and other assets held at amortised cost

In accordance with IAS 39, the Group assesses at each balance sheet date whether there is objective evidence that loan assets or available for sale financial investments (debt or equity) will not be recovered in full and, wherever necessary, recognises an impairment loss in the income statement.

An impairment loss is recognised if there is objective evidence of impairment as a result of events that have occurred and these have adversely impacted the estimated future cash flows from the assets. These events include:

 

¡

becoming aware of significant financial difficulty of the issuer or obligor;

 

 a breach of contract, such as a default or delinquency in interest or principal payments;

 

Becoming aware of significant financial difficulty of the issuer or obligor;

the Group, for economic or legal reasons relating to the borrower’s financial difficulty, grants a concession that it would not otherwise consider;

 

 it becomes probable that the borrower will enter bankruptcy or other financial reorganisation;

¡

 

A breach of contract, such as a default or delinquency in interest or principal payments;

the disappearance of an active market for that financial asset because of financial difficulties; and

 

 observable data at a portfolio level indicating that there is a measurable decrease in the estimated future cash flows, although the decrease cannot yet be ascribed to individual financial assets in the portfolio – such as adverse changes in the payment status of borrowers in the portfolio or national or local economic conditions that correlate with defaults on the assets in the portfolio.

¡

The Group, for economic or legal reasons relating to the borrower’s financial difficulty, grants a concession that it would not otherwise consider;

¡

It becomes probable that the borrower will enter bankruptcy or other financial reorganisation;

¡

The disappearance of an active market for that financial asset because of financial difficulties; and

¡

Observable data at a portfolio level indicating that there is a measurable decrease in the estimated future cash flows, although the decrease cannot yet be ascribed to individual financial assets in the portfolio – such as adverse changes in the payment status of borrowers in the portfolio or national or local economic conditions that correlate with defaults on the assets in the portfolio.

Impairment assessments are conducted individually for significant assets, which comprise all wholesale customer loans and larger retail business loans, and collectively for smaller loans and for portfolio level risks, such as country or sectoral risks. For the purposes of the assessment, loans with similar credit risk characteristics are grouped together – generally on the basis of their product type, industry, geographical location, collateral type, past due status and other factors relevant to the evaluation of expected future cash flows.

The impairment assessment includes estimating the expected future cash flows from the asset or the group of assets, which are then discounted using the original effective interest rate calculated for the asset. If this is lower than the carrying value of the asset or the portfolio, an impairment allowance is raised.

If, in a subsequent period, the amount of the impairment loss decreases, and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in the income statement.

Following impairment, interest income continues to be recognised at the original effective interest rate on the restated carrying amount, representing the unwind of the discount of the expected cash flows, including the principal due onnon-accrual loans.

Uncollectable loans are written off against the related allowance for loan impairment on completion of the Group’s internal processes andwhen all reasonably expected recoverable amounts have been collected. Subsequent recoveries of amounts previously written off are credited to the income statement.

204    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


7 Credit impairment charges and other provisionscontinued

 

Available for sale (AFS) financial assets

Impairment of available for sale debt instruments

Debt instruments are assessed for impairment in the same way as loans. If impairment is deemed to have occurred, the cumulative decline in the fair value of the instrument that has previously been recognised in the AFS reserve is removed from reserves and recognised in the income statement. This may be reversed if there is evidence that the circumstances of the issuer have improved.

Impairment of available for sale equity instruments

Where there has been a prolonged or significant decline in the fair value of an equity instrument below its acquisition cost, it is deemed to be impaired. The cumulative net loss that has been previously recognised directly in the AFS reserve is removed from reserves and recognised in the income statement.

Increases in the fair value of equity instruments after impairment are recognised directly in other comprehensive income. Further declines in the fair value of equity instruments after impairment are recognised in the income statement.

230  |


7 Credit impairment charges and other provisionscontinued

Critical accounting estimates and judgements

The calculation of impairment involves the use of judgement based on the Group’s experience of managing credit risk.

Within the retail and small businesses portfolios, which comprise large numbers of small homogeneous assets with similar risk characteristics where credit scoring techniques are generally used, statistical techniques are used to calculate impairment allowances on a portfolio basis, based on historical recovery rates and assumed emergence periods. These statistical analyses useemploy as primary inputs, the extent to which accounts in the portfolio are in arrears, and historical information on the eventual losses encountered from such delinquent portfolios. There are many such models in use, each tailored to a product, line of business or customer category. Judgement and knowledge is needed in selecting the statistical methods to use when the models are developed or revised. The impairment allowance reflected in the financial statements for these portfolios is therefore considered to be reasonable and supportable. The impairment charge reflected in the income statement for retail portfolios is £1,892m (2013: £2,161m; 2012: £2,075m)£2,095m (2016: £2,053m; 2015: £1,535m) and amounts to 86% (2013: 71%90% (2016: 87%; 2012: 63%2015: 88%) of the total impairment charge on loans and advances.

For individually significant assets, impairment allowances are calculated on an individual basis and all relevant considerations that have a bearing on the expected future cash flows are taken into account (for example, the business prospects for the customer, the realisable value of collateral, the Group’s position relative to other claimants, the reliability of customer information and the likely cost and duration of thework-out process). The level of the impairment allowance is the difference between the value of the discounted expected future cash flows (discounted at the loan’s original effective interest rate), and its carrying amount. Subjective judgements are made in the calculation of future cash flows. Furthermore, judgements change with time as new information becomes available or aswork-out strategies evolve, resulting in frequent revisions to the impairment allowance as individual decisions are taken. Changes in these estimates would result in a change in the allowances and have a direct impact on the impairment charge. The impairment charge reflected in the financial statements in relation to wholesale portfolios is £312m (2013: £901m; 2012: £1,228m)£238m (2016: £299m; 2015: £209m) and amounts to 14% (2013: 29%10% (2016: 13%; 2012: 37%2015: 12%) of the total impairment charge on loans and advances. Further information on impairment allowances and related credit information is set out within the Risk review.

  2014 2013 2012 
  £m £m £m 

New and increased impairment allowances

       3,230        3,929        4,447  

Releases

   (809  (683  (928

Recoveries

   (221  (201  (212

Impairment charges on loans and advances

   2,200    3,045    3,307  

Provision charges/(releases) for undrawn contractually committed facilities and guarantees provided

   4    17    (4

Loan impairment

   2,204    3,062    3,303  

Available for sale investment

   (31  1    40  

Reverse repurchase agreements

   (5  8    (3

Credit impairment charges and other provisions

   2,168    3,071    3,340  

More information on the impairment assessment and the measurement of credit losses is included on pages 356 to 359. The movements on the impairment allowance is shown on page 142.

2014review on page 114.

Loan impairment fell 28% to £2,204m, reflecting lower impairment in BNC, PCB, and Africa Banking partially offset by higher charges in Barclaycard.

2013

Loan impairment fell 7% to £3,062m, reflecting lower impairment in Africa Banking and BNC, partially offset by higher charges in Barclaycard.

 

|  231


Notes to the financial statements

Performance/return

8 Operating expenses

    

        2017

£m

  

            2016

£m

  

            2015

£m

 
New and increased impairment allowances   3,187   3,259   2,641 
Releases   (533  (551  (535
Recoveries   (334  (365  (350
Impairment charges on loans and advances   2,320   2,343   1,756 
Provision charges/(releases) for undrawn contractually committed facilities and guarantees provided   13   9   (12
Loan impairment   2,333   2,352   1,744 
Available for sale investment   3   21   18 
Reverse repurchase agreements          
Credit impairment charges and other provisions   2,336   2,373   1,762 

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    205


Notes to the financial statements

Performance/return

8 Operating expenses

 

Accounting for staff costs

The Group applies IAS 19Employee benefits in its accounting for most of the components of staff costs.

Short-term employee benefits – salaries, accrued performance costs and social security are recognised over the period in which the employees provide the services to which the payments relate.

Performance costs – recognised to the extent that the Group has a present obligation to its employees that can be measured reliably and are recognised over the period of service that employees are required to work to qualify for the services.payments.

Deferred cash bonus awards and deferred share bonus awards are made to employees to incentivise performance over the vesting period.period employees provide services. To receive payment under an award, employees must provide service over the vesting period, typically three years from the grant date.period. The period over which the expense for deferred cash and share bonus awards is recognised is based upon the common understanding betweenperiod employees consider their services contribute to the employee andawards. For past awards, the Group and the terms and conditions of the award. The Group considers that it is appropriate to recognise the awards over the period from the date of grant to the date that the awards vest as this isvest. In relation to awards granted from 2017, the Group, taking into account the changing employee understanding surrounding those awards, considered it appropriate for expense to be recognised over the vesting period over whichincluding the employees understand that they must provide service in orderfinancial year prior to receive awards. The table on page54 details the relevant award dates, payment dates and the period in which the income statement charge arises for bonuses. No expense has been recognised in 2014 for the deferred bonuses that will be granted in March 2015, as they are dependent upon future performance rather than performance during 2014.

grant date.

The accounting policies for share basedshare-based payments, and pensions and other post retirementpost-retirement benefits are included in Note 34 and Note 35 respectively.

 

    2014   2013   2012 
    £m   £m   £m 

Infrastructure costs

      

Property and equipment

   1,570     1,610     1,656  

Depreciation of property, plant and equipment

   585     647     669  

Operating lease rentals

   594     645     622  

Amortisation of intangible assets

   522     480     435  

Impairment of property, equipment and intangible assets

   172     149     17  

Total infrastructure costs

   3,443     3,531     3,399  

Administration and general costs

      

Consultancy, legal and professional fees

   1,104     1,253     1,182  

Subscriptions, publications, stationery and communications

   842     869     727  

Marketing, advertising and sponsorship

   558     583     572  

Travel and accommodation

   213     307     324  

UK bank levy

   462     504     345  

Goodwill impairment

        79       

Other administration and general expenses

   442     691     546  

Total administration and general costs

   3,621     4,286     3,696  

Staff costs

   11,005     12,155     11,467  

Provision for PPI and interest rate hedging redress

   1,110     2,000     2,450  

Provision for ongoing investigations and litigation relating to Foreign Exchange

   1,250            

Operating expenses

       20,429         21,972         21,012  

    

            2017

£m

   

            2016

£m

   

            2015

£m

 
Infrastructure costs      
Property and equipment   1,363    1,180    1,082 
Depreciation of property, plant and equipment   446    492    475 
Operating lease rentals   342    561    411 
Amortisation of intangible assets   715    670    570 
Impairment of property, equipment and intangible assets   80    95    150 
(Gain)/loss on property disposals   3        3 
Total infrastructure costs   2,949    2,998    2,691 
Administration and general costs      
Consultancy, legal and professional fees   1,127    1,105    1,078 
Subscriptions, publications, stationery and communications   630    644    678 
Marketing, advertising and sponsorship   433    435    451 
Travel and accommodation   150    136    188 
UK bank levy   365    410    425 
Goodwill impairment           102 
Other administration and general expenses   542    187    61 
Total administration and general costs   3,247    2,917    2,983 
Staff costs   8,560    9,423    8,853 
Provision for UK customer redress   700    1,000    2,772 
Provision for ongoing investigations and litigation including Foreign Exchange           1,237 
Operating expenses   15,456    16,338    18,536 

For information9 Profit/(loss) on staff costs,disposal of subsidiaries, associates and joint ventures

During the year, the profit on disposal of subsidiaries, associates and joint ventures was £187m (2016: profit of £420m; 2015: loss of £637m), principally relating to the sale of VocaLink and Barclays Wealth Services Japan. Please refer to pages53 to54 of the Remuneration Report.

2014

Operating expenses have reduced by 7% to £20,429m, primarily driven by savings from Transform programmes, including a 5% reduction in headcount and currency movements, lower chargesNote 43 for PPI and interest rate hedging, reduced IT and infrastructure spend and non-occurrence of various provisions raised last year. This was partially offset by the charge of £1,250m (2013 : £nil) for ongoing investigations and litigation relating to Foreign Exchange.

The impact of the transform cost reduction programmes have driven savings across infrastructure and administration costs. Staff costs have decreased by 9% to £11,005m reflecting a 5% net reduction in headcount and reductions in incentive awards granted.

2013

Operating expenses have increased 5% to £21,972m. This was driven by increased staff costs, increased infrastructure costs due to the Transform programme, increased consultancy, legal and professional costs to meet new regulatory requirements such as the Dodd-Frank Act and CRD IV, an increase in the UK bank levy reflecting the increased rate and an increase in impairment in relation to premises restructuring in Europe. Within other administration and general expenses, increases in provisions for litigation and regulatory penalties were offset by the non-recurrence of the £290m penalty incurred in 2012 arising from the industry-wide investigation into the setting of inter-bank offered rates.

232  |


9 Profit/(loss) on disposal of subsidiaries, associates and joint ventures

During the year, the loss on disposal of subsidiaries, associates, and joint ventures was £471m (2013: gain of £6m), principally relating to the announced disposal of Spanish entities. Please refer to Note 45 Non-current assets held for disposal and associated liabilities.

10 Taxfurther detail.

 

206    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


10 Tax

 

Accounting for income taxes

Barclays applies IAS 12Income Taxes in accounting for taxes on income. Income tax payable on taxable profits (Current Tax)tax) is recognised as an expense in the periodperiods in which the profits arise. Withholding taxes are also treated as income taxes. Income tax recoverable on tax allowable losses is recognised as a current tax asset only to the extent that it is regarded as recoverable by offset against taxable profits arising in the current or prior period.periods. Current tax is measured using tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognised to the extent that it is provided in full, usingprobable that taxable profit will be available against which the liability method, ondeductible temporary differences, arisingand the carry forward of unused tax credits and unused tax losses can be utilised, except in certain circumstances where the deferred tax asset relating to the deductible temporary difference arises from the differences betweeninitial recognition of an asset or liability in a transaction that is not a business combination and, at the tax basestime of assets and liabilities and their carrying amounts in the consolidated financial statements.transaction, affects neither the accounting profit nor taxable profit or loss. Deferred tax is determined using tax rates and legislation enacted or substantively enacted by the balance sheet date which are expected to apply when the deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets and liabilities are only offset when there is both a legal right toset-off and an intention to settle on a net basis.

The Group considers an uncertain tax position to exist when it considers that ultimately, in the future, the amount of profit subject to tax may be greater than the amount initially reflected in the Group’s tax returns. The Group accounts for provisions in respect of uncertain tax positions in two different ways.

A current tax provision is recognised when it is considered probable that the outcome of a review by a tax authority of an uncertain tax position will alter the amount of cash tax due to, or from, a tax authority in the future. From recognition, the current tax provision is then measured at the amount the Group ultimately expects to pay the tax authority to resolve the position.

Deferred tax provisions are adjustments made to the carrying value of deferred tax assets in respect of uncertain tax positions. A deferred tax provision is recognised when it is considered probable that the outcome of a review by a tax authority of an uncertain tax position will result in a reduction in the carrying value of the deferred tax asset. From recognition of a provision, measurement of the underlying deferred tax asset is adjusted to take into account the expected impact of resolving the uncertain tax position on the loss or temporary difference giving rise to the deferred tax asset.

The approach taken to measurement takes account of whether the uncertain tax position is a discrete position that will be reviewed by the tax authority in isolation from any other position, or one of a number of issues which are expected to be reviewed together concurrently and resolved simultaneously with a tax authority. Barclays’ measurement of provisions is based upon its best estimate of the additional profit that will become subject to tax. For a discrete position, consideration is given only to the merits of that position. Where a number of issues are expected to be reviewed and resolved together, Barclays will take into account not only the merits of its position in respect of each particular issue but also the overall level of provision relative to the aggregate of the uncertain tax positions across all the issues that are expected to be resolved at the same time. In addition, in assessing provision levels, it is assumed that tax authorities will review uncertain tax positions and that all facts will be fully and transparently disclosed.

Critical accounting estimates and judgements

There are two key areas of judgement that impact the reported tax position. Firstly, the level of provisioning for uncertain tax positions; and secondly, the recognition and measurement of deferred tax assets.

The Group does not consider there to be a significant risk of a material adjustment to the carrying amount of current and deferred tax balances, including provisions for uncertain tax positions in the next financial year. The provisions for uncertain tax positions cover a diverse range of issues and reflect advice from external counsel where relevant. It should be noted that only a proportion of the total uncertain tax positions will be under audit at any point in time, and could therefore be subject to challenge by a tax authority over the next year.

Deferred tax assets have been recognised based on business profit forecasts. Detail on the recognition of deferred tax assets is provided in this note.

 

    

            2017

£m

  

            2016

£m

  

            2015

£m

 

Current tax charge/(credit)

    

Current year

   768   896   1,605 

Adjustments in respect of prior years

   55   (361  (188
    823   535   1,417 

Deferred tax charge/(credit)

    

Current year

   1,507   393   (346

Adjustments in respect of prior years

   (90  65   78 
    1,417   458   (268

Tax charge

   2,240   993   1,149 

  2014 2013 2012 
  £m £m £m 

Current tax charge

Current year

   1,421    1,997        568  

Adjustment for prior years

   (19  156    207  
    1,402    2,153    775  

Deferred tax charge/(credit)

    

Current year

   75    (68  (72)  

Adjustment for prior years

   (66  (514  (87)  
    9    (582  (159)  

Tax charge

       1,411        1,571    616  

 

Tax relating to each component of other comprehensive income can be found in the consolidated statement of comprehensive income which additionally includes within Other a tax charge of £42m (2013: £37m charge) principally relating to share based payments in 2014 and 2012, and the UK rate change in 2013.

 

The table below shows the reconciliation between the actual tax charge and the tax charge that would result from applying the standard UK corporation tax rate to the Group’s profit before tax.

 

    

   

    2014  2013  2012 
    £m  £m  £m 

Profit before tax from continuing operations

   2,256    2,868    797  

Tax charge based on the standard UK corporation tax rate of 21.5% (2013: 23.25%; 2012: 24.5%)

   485    667    195  

Effect of non-UK profits/losses at statutory tax rates different from the UK statutory tax rate

   171    267    401  

Non-creditable taxes

   329    559    563  

Non-taxable gains and income

   (282  (234  (642)  

Share based payments

   21    (13)    (63)  

Changes in recognition and measurement of deferred tax assets

   (183)    409    (135)  

Change in tax rates

   9    (159  (75)  

Non-deductible impairment charges, loss on disposals and UK bank levy

   333    118    84  

Other items including non-deductible expenses

   613    315    168  

Adjustments in respect of prior years

   (85  (358  120  

Tax charge

   1,411    1,571    616  

Effective tax rate

   62.5%    54.8%    77.3%  

The tax charge of £1,411m (2013: £1,571m) represented an effective tax rate of 62.5% (2013: 54.8%) on profit before tax of £2,256m (2013: £2,868m). The effective tax rate increased due to an increase in non-deductible expenses, including the provision for ongoing investigations and litigation relating to Foreign Exchange, and the non-recurrence of a credit of £337m resulting from settlements with non-UK tax authorities in 2013. These were partially offset by a change in the jurisdictional mix of profits, a reduction in non-creditable taxes in 2014 and the non-recurrence of a £440m write down of the Spanish deferred tax asset which increased the rate in 2013. The adjustments in respect of prior years are not considered to be indicative of future trends.

|  233
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    207


Notes to the financial statements

Performance/return

    

    

10 Taxcontinued

The table below shows the reconciliation between the actual tax charge and the tax charge that would result from applying the standard UK corporation tax rate to the Group’s profit before tax.

            2017
£m
  

        2017

%

          2016
£m
  

        2016

%

  

        2015

£m

  

        2015

%

 
Profit before tax from continuing operations   3,541       3,230       1,146     
Tax charge based on the standard UK corporation tax rate of 19.25% (2016: 20%; 2015: 20.25%)   682   19.3%   646   20.0%   232   20.3% 
Impact of profits/losses earned in territories with different statutory rates to the UK       
(weighted average tax rate is 29.4% (2016: 32.8%; 2015: 33.4%))   356   10.1%   415   12.8%   151   13.1% 
Recurring items:       
Non-creditable taxes including withholding taxes   191   5.4%   277   8.6%   309   27.0% 
Non-deductible expenses   90   2.5%   114   3.5%   67   5.8% 
Impact of UK bank levy beingnon-deductible   70   2.0%   82   2.5%   96   8.4% 
Tax adjustments in respect of share-based payments   5   0.1%   34   1.1%   30   2.6% 
Non-taxable gains and income   (178  (5.0%  (199  (6.2%  (197  (17.2%
Changes in recognition of deferred tax and effect of unrecognised tax losses   (71  (2.0%  (178  (5.5%  (71  (6.2%
Impact of Barclays Bank PLC’s overseas branches being taxed both locally and in the       
UK   (61  (1.7%  (128  (4.0%  (35  (3.1%
Adjustments in respect of prior years   (35  (1.0%  (296  (9.2%  (110  (9.6%
Other items   128   3.6%   88   2.7%   144   12.6% 
Non-recurring items:       
Re-measurement of US deferred tax assets due to US tax rate reduction   1,177   33.2%             
Impact of the UK branch exemption election on US branch deferred tax assets   (276  (7.8%            
Non-deductible provisions for UK customer redress   129   3.6%   203   6.3%   283   24.7% 
Non-deductible provisions for investigations and litigation   72   2.0%   48   1.5%   261   22.8% 
Non-taxable gains and income on divestments   (39  (1.1%  (180  (5.6%  (50  (4.4%
Non-deductible impairments and losses on divestments         67   2.1%   39   3.4% 
                          
Total tax charge   2,240   63.3%   993   30.7%   1,149   100.3% 

Factors driving the effective tax rate

The effective tax rate of 63.3% is higher than the UK corporation tax rate of 19.25% primarily due to the impact of the Tax Cuts and Jobs Act (“US Tax Reform”), enacted on 22 December 2017, which reduced the one-off US federal corporate income tax rate from 35% to 21%. As the rate reduction was enacted before the balance sheet date, this has resulted in a tax charge as a result of there-measurement of the Group’s US deferred tax assets in the 2017 period. This downwardre-measurement of the Group’s US deferred tax assets as a result of the rate reduction is partially offset by the increase in the value of the US branch deferred tax assets as a result of Barclays Bank PLC making a tax election in the period to exclude the future profits and losses of its overseas branches from UK taxation.

In addition the effective tax rate is also affected by profits earned outside the UK being taxed at local statutory tax rates that are higher than the UK tax rate, provisions for UK customer redress, investigations and litigation beingnon-deductible for tax purposes,non-creditable taxes andnon-deductible expenses including UK bank levy. These factors, which have each increased the effective tax rate, are partially offset by the impact ofnon-taxable gains and income in the period.

The Group’s future tax charge will be sensitive to the geographic mix of profits earned and the tax rates in force in the jurisdictions that we operate in. In the UK, legislation to reduce the corporation tax rate to 17% from 1 April 2020 has been enacted.

The reduction of the US federal corporate income tax rate to 21% from 1 January 2018 is expected to have a positive impact on the returns generated by the Group’s US business. The ultimate impact however, is subject to any effect of the Base Erosion Anti-abuse Tax (“BEAT”), which was introduced by US Tax Reform and presented as an anti-avoidance provision, but is capable of having broad application to companies making payments to foreign affiliates. The provisions introducing the BEAT are complex and there are currently uncertainties surrounding their practical and technical application. The Group is currently considering any future impact of the BEAT which may reduce the benefit of the reduction in the US federal corporate income tax rate.

Tax in the consolidated statement of comprehensive income

The tax relating to each component of other comprehensive income can be found in the consolidated statement of comprehensive income which additionally includes within Other a tax charge of £5m (2016: £21m credit) relating to share-based payments.

Tax in respect of discontinued operation

Tax relating to the discontinued operation can be found in the BAGL disposal group income statement (refer to Note 43). The tax charge of £154m (2016: £306m charge) relates entirely to the profit from the ordinary activities of the discontinued operation.

10 Taxcontinued

Current tax assets and liabilities

Movements on current tax assets and liabilities were as follows:

    2014  2013 
    £m  £m 

Assets

   219    252  

Liabilities

   (1,042  (621)  

As at 1 January

   (823  (369)  

Income statement

   (1,402  (2,153)  

Other comprehensive income

   (26  (2)  

Corporate income tax paid

   1,552    1,558  

Other movements

   12    143  
    (687  (823)  

Assets

   334    219  

Liabilities

   (1,021  (1,042)  

As at 31 December

   (687  (823)  

 

Deferred tax assets and liabilities

The deferred tax amounts on the balance sheet were as follows:

 

  

  

    2014  2013 
    £m  £m 

Barclays Group US Inc. (BGUS) tax group

   1,588    1,449  

US Branch of Barclays Bank PLC (US Branch)

   1,591    1,362  

UK tax group

   461    1,171  

Spanish tax group

   54    353  

Other

   436    472  

Deferred tax asset

       4,130        4,807  

Deferred tax liability

   (262  (373)  

Net deferred tax

   3,868    4,434  

US deferred tax assets in BGUS and the US Branch

The deferred tax asset in BGUS of £1,588m (2013: £1,449m) includes £348m (2013: £156m) relating to tax losses and the deferred tax asset in the US Branch of £1,591m (2013: £1,362m) includes £479m (2013: £408m) relating to tax losses. Under US tax rules losses can be carried forward and offset against profits for a period of 20 years. The losses first arose in 2007 and therefore any unused amounts may begin to expire in 2028. The remaining balances relate primarily to temporary differences for which there is no time limit on recovery. The US Branch deferred tax asset is stated net of a measurement for UK tax because Barclays Bank PLC is subject to UK tax on the profits of its non-UK branches.

The BGUS tax losses are projected to be fully utilised in 2016 and the US Branch losses in 2018. A 20% reduction in forecast profits of either BGUS or the US Branch would not extend the recovery period.

UK tax group deferred tax asset

The deferred tax asset in the UK tax group of £461m (2013: £1,171m) includes £245m (2013: £499m) relating to tax losses and tax credits. Tax losses and tax credits can be carried forward indefinitely in the UK. The remaining balance relates to other temporary differences. Based on profit forecasts, it is probable that there will be sufficient future taxable profits available against which the temporary differences, losses and tax credits will be utilised.

Spanish tax group deferred tax asset

The reduction to £54m (2013: £353m) reflects a reclassification of deferred tax assets relating to the Spanish business which was held for sale. The remaining deferred tax assets relate to retained businesses and are not dependent on future profitability.

Other deferred tax assets

The deferred tax asset of £436m (2013: £472m) in other entities within the Group includes £243m (2013: £157m) relating to tax losses carried forward.

Of the deferred tax asset of £436m (2013: £472m), an amount of £140m (2013: £114m) relates to entities which have suffered a loss in either the current or prior year. Recognition is based on profit forecasts which indicate that it is probable that the entities will have future taxable profits against which the losses and temporary differences can be utilised.

 

234  |


208    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


    

    

10 Taxcontinued

Current tax assets and liabilities

Movements on current tax assets and liabilities were as follows:

    

            2017

£m

  

            2016

£m

 
Assets   561   415 
Liabilities   (737  (903
As at 1 January   (176  (488
Income statement from continuing operations   (823  (535
Other comprehensive income   93   23 
Corporate income tax paid   708   780 
Other movements   94   44 
    (104  (176
Assets   482   561 
Liabilities   (586  (737
As at 31 December   (104  (176

Deferred tax assets and liabilities

 

 

The deferred tax amounts on the balance sheet were as follows:

 

 

 
    

2017

£m

  

2016

£m

 
Intermediate Holding Company (“IHC Tax Group”)   1,413   2,207 
Barclays Bank PLC (“US Branch Tax Group”)   1,234   1,766 
Barclays PLC - UK tax group   492   575 
Other   318   321 
Deferred tax asset   3,457   4,869 
Deferred tax liability   (44  (29
Net deferred tax   3,413   4,840 

US deferred tax assets in the IHC and US Branch Tax Groups

The deferred tax asset in the IHC Tax Group of £1,413m (2016: £2,207m) includes £286m (2016: £321m) relating to tax losses and the deferred tax asset in the US Branch Tax Group of £1,234m (2016: £1,766m) includes £283m (2016: £142m) relating to tax losses. The deferred tax assets of the Group’s US business have beenre-measured due to the reduction in the US federal corporate income tax rate enacted in the year. No account has been taken of the impact of any potential future BEAT liabilities in measuring the US deferred tax assets and liabilities and any future BEAT liabilities would be accounted for in the period they arise. Under US tax rules, losses occurring prior to 1 January 2018 can be carried forward and offset against profits for a period of 20 years. The losses first arose in 2011 in the IHC Tax Group and 2008 in the US Branch Tax Group and therefore any unused amounts may begin to expire in 2031 and 2028 respectively. The remaining US deferred tax assets relate to temporary differences for which there is no time limit on recovery. The deferred tax assets for the IHC and the US Branch Tax Groups’ tax losses are currently projected to be fully utilised by 2019.

In prior periods the US Branch deferred tax assets have been measured as the difference between the UK and US tax rates to take into account UK taxation expected to arise on the profits of the US Branch. During the period, Barclays Bank PLC made a UK tax election that causes the future profits or losses of the Company’s overseas branches to be excluded from the charge to UK tax and therefore subject to tax only in the applicable overseas jurisdiction. The deferred tax assets held by the US Branch of Barclays Bank PLC have beenre-measured to the US tax rate as a result of this election.

UK tax group deferred tax asset

The deferred tax asset in the UK tax group of £492m (2016: £575m) relates entirely to temporary differences.

Other deferred tax assets

The deferred tax asset of £318m (2016: £321m) in other entities within the Group includes £27m (2016: £40m) relating to tax losses carried forward. These deferred tax assets relate to a number of different territories and their recognition is based on profit forecasts or local country law which indicate that it is probable that the losses and temporary differences will be utilised.

 

10 Taxcontinued

The table below shows movements on deferred tax assets and liabilities during the year. The amounts are different from those disclosed on the balance sheet as they are presented before offsetting asset and liability balances where there is a legal right to set-off and an intention to settle on a net basis.

  

Fixed asset

timing

differences

£m

 

Available

for sale

investments

£m

 

Cash flow

hedges

£m

 

Retirement

benefit

obligations

£m

 

Loan

impairment

allowance

£m

 

Other

provisions

£m

 

Tax losses

carried

forward

£m

 

Share based

payments

and deferred

compensation

£m

 

Other

£m

 

Total

£m

 

Assets

  1,525    53    5    490    376    360    1,235    762    1,078    5,884  

Liabilities

  (761  (61  (87  (9                  (532  (1,450

At 1 January 2014

  764    (8  (82  481    376    360    1,235    762    546    4,434  

Income statement

  172    84    (1  (54  70    (87  4    (40  (157  (9

Other comprehensive income

      (104  (380  (63              (10  (5  (562

Other movements

  51    11    4    (43  (270  (40  76    17    199    5  
   987    (17  (459  321    176    233    1,315    729    583    3,868  

Assets

  1,542    18    5    321    176    233    1,315    729    951    5,290  

Liabilities

  (555  (35  (464                      (368  (1,422

At 31 December 2014

  987    (17  (459  321    176    233    1,315    729    583    3,868  
  

Assets

  158    61    53    542    457    105    1,636    858    1,190    5,060  

Liabilities

  (225  (67  (714  (1                  (831  (1,838

At 1 January 2013

  (67  (6  (661  541    457    105    1,636    858    359    3,222  

Income statement

  904    (12      (65  (74  270    (400  (45  4    582  

Other comprehensive income

      (17  571    (5          122    (33  (1  637  

Other movements

  (73  27    8    10    (7  (15  (123  (18  184    (7
   764    (8  (82  481    376    360    1,235    762    546    4,434  

Assets

  1,525    53    5    490    376    360    1,235    762    1,078    5,884  

Liabilities

  (761  (61  (87  (9                  (532  (1,450

At 31 December 2013

  764    (8  (82  481    376    360    1,235    762    546    4,434  

Other movements include deferred tax amounts relating to acquisitions, disposals and exchange gains and losses.

The amount of deferred tax liability expected to be settled after more than 12 months is £1,123m (2013: £916m). The amount of deferred tax asset expected to be recovered after more than 12 months is £4,845m (2013: £4,943m). These amounts are before offsetting asset and liability balances where there is a legal right to set-off and an intention to settle on a net basis.

Unrecognised deferred tax

Deferred tax assets have not been recognised in respect of gross deductible temporary differences of £2,332m (2013: £1,096m), gross tax losses of £9,764m (2013: £10,897m) which includes capital losses of £3,522m (2013: £3,465m), and unused tax credits of £405m (2013: £245m). Tax losses of £341m (2013: £245m) expire within 5 years, £18m (2013: £93m) expire within 6 to 10 years, £812m (2013: £1,043m) expire within 11 to 20 years and £8,593m (2013: £9,516m) can be carried forward indefinitely. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits and gains will be available against which they can be utilised.

Deferred tax is not recognised in respect of the Group’s investments in subsidiaries, branches and associates where the Group is able to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. It is not practicable to determine the amount of income taxes that would be payable were such temporary differences to reverse.

Critical accounting estimates and judgements

The Group is subject to income taxes in numerous jurisdictions and the calculation of the Group’s tax charge and worldwide provisions for income taxes necessarily involves a degree of estimation and judgement. There are many transactions and calculations for which the ultimate tax treatment is uncertain and cannot be determined until resolution has been reached with the relevant tax authority. The Group has a number of open tax returns with various tax authorities with whom we are in active dialogue. Liabilities relating to these open and judgemental matters are based on estimates of whether additional taxes will be due after taking into account external advice where appropriate. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. These risks are managed in accordance with the Group’s Tax Risk Framework.

Deferred tax assets have been recognised based on business profit forecasts. Further detail on the recognition of deferred tax assets are provided on page 234 in the deferred tax assets and liabilities section of this tax note.

|  235
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    209



Notes to the financial statements

Performance/return

10 Taxcontinued

Of the deferred tax asset of £318m (2016: £321m), an amount of £218m (2016: £267m) relates to entities which have suffered a loss in either the current or prior year. This has been taken into account in reaching the above conclusion that these deferred tax assets will be fully recovered in the future.

The table below shows movements on deferred tax assets and liabilities during the year. The amounts are different from those disclosed on the balance sheet and in the preceding table as they are presented before offsetting asset and liability balances where there is a legal right toset-off and an intention to settle on a net basis.

    Fixed asset
timing
differences
£m
  

Available
for sale

investments
£m

  Cash flow
hedges
£m
  Retirement
benefit
obligations
£m
  Loan
impairment
allowance
£m
  Other
provisions
£m
  Tax losses
carried
forward
£m
  

Share-based
payments

and deferred
compensation
£m

  Other
£m
  

Total

£m

 
Assets   1,801   183      91   151   251   503   732   2,013   5,725 
Liabilities   (92  (141  (333                 (319  (885
At 1 January 2017   1,709   42   (333  91   151   251   503   732   1,694   4,840 
Income statement   (353        (322  (38  (69  131   (307  (459  (1,417
Other comprehensive income      (3  262   49            (22  22   308 
Other movements   (118     (4  16   (5  (25  (38  (19  (125  (318
    1,238   39   (75  (166  108   157   596   384   1,132   3,413 
Assets   1,266   200   1   52   108   157   596   384   1,362   4,126 
Liabilities   (28  (161  (76  (218              (230  (713
At 31 December 2017   1,238   39   (75  (166  108   157   596   384   1,132   3,413 
                                          
Assets   2,008   28   5   95   157   261   902   623   1,511   5,590 
Liabilities   (194  (70  (239  (144              (570  (1,217
At 1 January 2016   1,814   (42  (234  (49  157   261   902   623   941   4,373 
Income statement   (358  9   (7  (8  52   17   (522  15   344   (458
Other comprehensive income      49   (61  132            20   (6  134 
Other movements   253   26   (31  16   (58  (27  123   74   415   791 
    1,709   42   (333  91   151   251   503   732   1,694   4,840 
Assets   1,801   183      91   151   251   503   732   2,013   5,725 
Liabilities   (92  (141  (333                 (319  (885
At 31 December 2016   1,709   42   (333  91   151   251   503   732   1,694   4,840 

Other movements include the impact of changes in foreign exchange rates as well as deferred tax amounts relating to acquisitions, disposals and transfers to held for sale.

The amount of deferred tax liability expected to be settled after more than 12 months is £522m (2016: £273m). The amount of deferred tax assets expected to be recovered after more than 12 months is £3,399m (2016: £5,066m). These amounts are before offsetting asset and liability balances where there is a legal right toset-off and an intention to settle on a net basis.

Performance/returnUnrecognised deferred tax

Tax losses and temporary differences

Deferred tax assets have not been recognised in respect of gross deductible temporary differences of £157m (2016: £64m) and gross tax losses of £17,919m (2016: £16,820m). The tax losses include capital losses of £3,126m (2016: £3,138m) and unused tax credits of £546m (2016: £514m). Of these tax losses, £409m (2016: £394m) expire within five years, £193m (2016: £57m) expire within six to ten years, £2,016m (2016: £358m) expire within 11 to 20 years and £15,301m (2016: £16,011m) can be carried forward indefinitely. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profits and gains will be available against which they can be utilised.

Group investments in subsidiaries, branches and associates

Deferred tax is not recognised in respect of the value of Group’s investments in subsidiaries, branches and associates where the Group is able to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. The aggregate amount of these temporary differences for which deferred tax liabilities have not been recognised decreased in the period to £0.1bn (2016: £2bn) following the reduction of the Group’s holding in BAGL during 2017.

11 Earnings per share

210    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F

 

 
       

2014

£m

 

2013

£m

 

2012   

£m   

 

 

 

(Loss)/profit attributable to equity holders of parent from continuing operations

  

  (174  540     (624)   

Tax credit on profit after tax attributable to other equity holders

  

  54         –    

Dilutive impact of convertible options

  

      1     –    

 

 

(Loss)/profit attributable to equity holders of parent from continuing operations including dilutive impact of convertible options

   

  (120  541     (624)   

 

 

 

 
       

2014

£m

 

2013

£m

 

2012   

£m   

 

 

 

Basic weighted average number of shares in issue

  

  16,329    14,308     13,045    

Number of potential ordinary shares

  

  296    360     389    

 

 

Diluted weighted average number of shares

  

  16,625    14,668     13,434    

 

 

 

 
 Basic earnings per share Diluted earnings per sharea   
  

 

 

 
 

2014

p

 

2013

p

 

2012

p

 

2014

p

 

2013

p

 

2012   

p   

 

 

 

(Loss)/earnings per ordinary share from continuing operations

   (0.7  3.8     (4.8  (0.7  3.7     (4.8)   

 

 

The calculation of basic earnings per share is based on the profit attributable to equity holders of the parent and the number of basic weighted average number of shares excluding treasury shares held in employee benefit trusts or held for trading. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effects of all dilutive potential ordinary shares held in respect of Barclays PLC, totalling 296m (2013: 360m) shares. In addition, the profit attributable to equity holders of the parent is adjusted for the dilutive impact of the potential conversion of outstanding options held in respect of Barclays Africa Group Limited. The decrease in the number of potential ordinary shares is due to the average share price of £2.39 (2013: £2.73) being greater than the average strike price of £2.15 (2013: £2.60) on the 666m (2013: 756m) outstanding options granted under employee share schemes. The schemes have strike prices ranging from £1.30 to £4.59.

Of the total number of employee share options and share awards at 31 December 2014, 24m (2013: 16m) were anti-dilutive.

The 2,021m increase in the basic weighted average number of shares to 16,329m is due to the rights issue in October 2013 and shares issued under employee share schemes and the scrip dividend programme. The rights issue in October 2013 resulted in the issue of an additional 3,219m shares.

12 Dividends on ordinary shares

The Directors have approved a final dividend in respect of 2014 of 3.5p per ordinary share of 25p each which will be paid on 2 April 2015 to shareholders on the Share Register on 11 March 2015. On 31 December 2014, there were 16,498m ordinary shares in issue. The financial statements for the year ended 31 December 2014 does not reflect this dividend, which will be accounted for in shareholders’ equity as an appropriation of retained profits in the year ending 31 December 2015. The 2014 financial statements include the 2014 interim dividends of £564m (2013: £418m) and final dividend declared in relation to 2013 of £493m (2013: £441m).

Note

a Potential ordinary shares shall be treated as dilutive when, and only when, their conversion to ordinary shares would increase loss per share.


236  |

11 Earnings per share                          
                 

            2017

£m

  

            2016

£m

  

                2015

£m

 
(Loss)/profit attributable to ordinary equity holders of the parent in respect of continuing and discontinued operations   (1,922  1,623   (394
Tax credit on profit after tax attributable to other equity instrument holders   174   128   70 
Total (loss)/profit attributable to ordinary equity holders of the parent in respect of continuing and discontinued operations   (1,748  1,751   (324
Continuing operations    
Profit/(loss) attributable to ordinary equity holders of the parent in respect of continuing operations   413   1,434   (696
Tax credit on profit after tax attributable to other equity instrument holders   174   128   70 
Profit/(loss) attributable to equity holders of the parent in respect of continuing operations   587   1,562   (626
Discontinued operation        
(Loss)/profit attributable to ordinary equity holders of the parent in respect of discontinued operations   (2,335  189   302 
Dilutive impact of convertible options in respect of discontinued operations      (1   
(Loss)/profit attributable to equity holders of the parent in respect of discontinued operations including dilutive impact on convertible options   (2,335  188   302 
                          
(Loss)/profit attributable to equity holders of the parent in respect of continuing and discontinued operations including dilutive impact on convertible options   (1,748  1,750   (324
                            
                 2017
million
  2016
million
  

2015

million

 
Basic weighted average number of shares in issue     16,996   16,860   16,687 
Number of potential ordinary shares        288   184   367 
Diluted weighted average number of shares        17,284   17,044   17,054 
                            
   Basic earnings per share  Diluted earnings per share 
    

            2017

p

  

            2016

p

   

            2015

p

  

2017

p

  

2016

p

  

2015

p

 
(Loss)/earnings per ordinary share   (10.3  10.4    (1.9  (10.1  10.3   (1.9
Earnings/(loss) per ordinary share in respect of continuing operations   3.5   9.3    (3.7  3.4   9.2   (3.7
(Loss)/earnings per ordinary share in respect of discontinued operation   (13.8  1.1    1.8   (13.5  1.1   1.8 

The calculation of basic earnings per share is based on the profit attributable to equity holders of the parent and the basic weighted average number of shares excluding treasury shares held in employee benefit trusts or held for trading. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effects of all dilutive potential ordinary shares held in respect of Barclays PLC, totalling 288m (2016: 184m) shares. The increase in the number of potential ordinary shares is mainly due to the widening of the spread between the average share price of £2.08 (2016: £1.74) and the average weighted strike price of £1.41 (2016: £1.88) compared to the prior year. The total number of share options outstanding, under schemes considered to be potentially dilutive, was 534m (2016: 584m). These options have strike prices ranging from £1.20 to £2.28.

Of the total number of employee share options and share awards at 31 December 2017, 10m (2016: 93m) were anti-dilutive.

The 136m (2016: 173m) increase in the basic weighted average number of shares since 31 December 2016 to 16,996m is primarily due to shares issued under employee share schemes and the Scrip Dividend Programme.

12 Dividends on ordinary shares

The Directors have approved a final dividend in respect of 2017 of 2.0p per ordinary share of 25p each which will be paid on 05 April 2018 to shareholders on the Share Register on 02 March 2018 resulting in a total dividend of 3.0p per share for the year. On 31 December 2017, there were 17,060m ordinary shares in issue. The financial statements for the year ended 31 December 2017 does not reflect this dividend, which will be accounted for in shareholders’ equity as an appropriation of retained profits in the year ending 31 December 2018. The 2017 financial statements include the 2017 interim dividends of £170m (2016: £169m) and final dividend declared in relation to 2016 of £339m (2016: £588m). Dividends are funded out of distributable reserves.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    211



Notes to the financial statements

Assets and liabilities held at fair value

 

The notes included in this section focus on assets and liabilities the Group holds and recognises at fair value. Fair value refers to the price that would be received to sell an asset or the price that would be paid to transfer a liability in anarm’s-length transaction with a willing counterparty, which may be an observable market price or, where there is no quoted price for the instrument, may be an estimate based on available market data. Detail regarding the Group’s approach to managing market risk can be found on pages 117 to 121.

 

13 Trading portfolio

 

The notes included in this section focus on assets and liabilities the Group holds and recognises at fair value. Fair value refers to the price that would be received to sell an asset or the price that would be paid to transfer a liability in an arms length transaction with a willing counterparty, which may be an observable market price or, where there is no quoted price for the instrument, may be an estimate based on available market data. Detail regarding the Group’s approach to managing market risk can be found on pages99 to100.

 

13 Trading portfolio

Accounting for trading portfolio assets and liabilities

In accordance with IAS 39, all assets and liabilities held for trading purposes are held at fair value with gains and losses in the changes in fair value taken to the income statement in net trading income (Note 5).

    Trading portfolio assets   Trading portfolio liabilities 
    

                2017

£m

   

            2016

£m

   

            2017

£m

  

            2016

£m

 
Debt securities and other eligible bills   51,200    38,789    (29,045  (26,842
Equity securities   59,338    38,329    (8,306  (7,831
Traded loans   3,140    2,975        
Commodities   82    147       (14
Trading portfolio assets/(liabilities)   113,760    80,240    (37,351  (34,687

14 Financial assets designated at fair value

 

 

 
 Trading portfolio assets Trading portfolio liabilities   
  

 

 

 
 

2014

£m

 

2013

£m

 

2014

£m

 

2013  

£m  

 

 

 

Debt securities and other eligible bills

   65,997     84,560     (28,739  (40,445)   

Equity securities

   44,576     42,659     (16,022  (12,947)   

Traded loans

   2,693     1,647         –    

Commodities

   1,451     4,203     (363  (72)   

 

 

Trading portfolio assets/(liabilities)

   114,717     133,069     (45,124  (53,464)   

 

 

14Financial assets designated at fair value

Accounting for financial assets designated at fair value

In accordance with IAS 39, financial assets may be designated at fair value, with gains and losses taken to the income statement inwithin net trading income (Note 5) and net investment income (Note 6). The Group has the ability to make the fair value designation when holding the instruments at fair value reduces an accounting mismatch (caused by an offsetting liability or asset being held at fair value), or is managed by the Group on the basis of its fair value, or includes terms that have substantive derivative characteristics (Note 15 Derivative financial instruments).

described in Note 15.

The details on how the fair value amounts are arrivedderived for financial assets designated at fair value are described in fair value of assets and liabilities (Note 18).Note 18.

 

 
 

2014

£m

 

2013  

£m  

 

 

 

Loans and advances

   20,198     18,695    

Debt securities

   4,448     842    

Equity securities

   6,306     11,824    

Reverse repurchase agreements

   5,236     5,323    

Customers’ assets held under investment contracts

   1,643     1,606    

Other financial assets

   469     678    

 

 

Financial assets designated at fair value

   38,300       38,968    

 

 

    

            2017

£m

   

            2016

£m

 
Loans and advances   11,037    10,519 
Debt securities   15    70 
Equity securities   4,670    4,558 
Reverse repurchase agreements   100,040    63,162 
Customers’ assets held under investment contracts       37 
Other financial assets   519    262 
Financial assets designated at fair value   116,281    78,608 

Credit risk of loans and advances designated at fair value and related credit derivatives

The following table shows the maximum exposure to credit risk, the changes in fair value attributable to changes in credit risk, and the cumulative changes in fair value since initial recognition together with the amount by which related credit derivatives mitigate this risk:

 

 
 

Maximum exposure as at

31 December

 

Changes in fair value

during the year ended

 

Cumulative changes in  

fair value from inception  

 
  

 

 

 
 

2014

£m

 

2013

£m

 

2014

£m

 

2013

£m

 

2014

£m

 

2013  

£m  

 

 

 

Loans and advances designated at fair value, attributable to credit riska

   20,198     18,695     (112  158    (828  (511)   

Value mitigated by related credit derivativesa

   359     268         (14  18    131    

 

 

Note

a2013 balances have been revised to better reflect the credit risk disclosures relating to loans and advances at fair value and related credit derivatives.

derivatives

The following table shows the maximum exposure to credit risk, the changes in fair value attributable to changes in credit risk, and the cumulative changes in fair value since initial recognition together with the amount by which related credit derivatives mitigate this risk:

    Maximum exposure as at
31 December
   Changes in fair value during
the year ended
  Cumulative changes in fair
value from inception
 
    

            2017

£m

   

            2016

£m

   

            2017

£m

   

            2016

£m

  

            2017

£m

  

            2016

£m

 
Loans and advances designated at fair value, attributable to credit risk   11,037    10,519    10    (42  2   (42
Value mitigated by related credit derivatives   256    339    1    (2  (12  (13

 

|  237


Notes to the financial statements

Assets and liabilities held at fair value

15 Derivative financial instruments

212    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


15 Derivative financial instruments

Accounting for derivatives

Derivative instruments are contracts whose value is derived from one or more underlying financial instruments or indices defined in the contract. They include swaps, forward rate agreements, futures, options and combinations of these instruments and primarily affect the Group’s net interest income, net trading income net fee and commission income and derivative assets and liabilities. Notional amounts of the contracts are not recorded on the balance sheet.

The Group applies IAS 39. All derivative instruments are held at fair value through profit or loss.loss, except for derivatives that are in a designated cash flow or net investment hedge accounting relationship. Derivatives are classified as assets when their fair value is positive or as liabilities when their fair value is negative. This includes terms included in a contract or other financial asset or liability (the host), which, had it been a stand-alonestandalone contract, would have had met the definition of a derivative. TheseIf these are separated from the host i.e. when the economic characteristics of the embedded derivative are not closely related with those of the host contract and the combined instrument is not measured at fair value though profit or loss, then they are accounted for in the same way as a derivative.

derivatives.

Hedge accounting

The Group applies hedge accounting to represent, to the maximum possible extent permitted under accounting standards, the economic effects of its interest and currency risk management strategies. Derivatives are used to hedge interest rate, exchange rate, commodity, and equity exposures and exposures to certain indices such as house price indices and retail price indices related tonon-trading positions. Where derivatives are held for risk management purposes, and when transactions meet the required criteria for documentation and hedge effectiveness, the Group applies fair value hedge accounting, cash flow hedge accounting, or hedging of a net investment in a foreign operation, as appropriate to the risks being hedged.

Fair value hedge accounting

Changes in fair value of derivatives that qualify and are designated as fair value hedges are recorded in the income statement, together with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The fair value changes adjust the carrying value of the hedged asset or liability held at amortised cost.

If hedge relationships no longer meet the criteria for hedge accounting, hedge accounting is discontinued. For fair value hedges of interest rate risk, the fair value adjustment to the hedged item is amortised to the income statement over the period to maturity of the previously designated hedge relationship using the effective interest method. If the hedged item is sold or repaid, the unamortised fair value adjustment is recognised immediately in the income statement.

Cash flow hedge accounting

For qualifying cash flow hedges, the fair value gain or loss associated with the effective portion of the cash flow hedge is recognised initially in other comprehensive income, and then recycled to the income statement in the periods when the hedged item will affect profit or loss. Any ineffective portion of the gain or loss on the hedging instrument is recognised in the income statement immediately.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the hedged item is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was recognised in equity is immediately transferred to the income statement.

Hedges of net investments

The Group’s net investments in foreign operations, including monetary items accounted for as part of the net investment, are hedged for foreign currency risks using both derivatives and foreign currency borrowings. Hedges of net investments are accounted for similarly to cash flow hedges; the effective portion of the gain or loss on the hedging instrument is being recognised directly in other comprehensive income and the ineffective portion being recognised immediately in the income statement. The cumulative gain or loss recognised in other comprehensive income is recognised in the income statement on the disposal or partial disposal of the foreign operation, or other reductions in the Group’s investment in the operation.

 

 
Total derivatives            

 

 
 2014 2013   
  

 

 

 
 

Notional

contract

amount

£m

 Fair value 

Notional

contract

amount

£m

 Fair value   
 

Assets

£m

 

Liabilities

£m

 

Assets

£m

 

Liabilities  

£m  

 

 

 

Total derivative assets/(liabilities) held for trading

   32,624,342     438,270     (438,623  41,983,266     347,555     (345,845)   

Total derivative assets/(liabilities) held for risk management

   268,448     1,639     (697  303,645     2,745     (1,273)   

 

 

Derivative assets/(liabilities)

   32,892,790     439,909     (439,320  42,286,911     350,300     (347,118)   

 

 

The fair value of gross derivative assets increased by 26% to £440bn driven by increase in interest rate derivatives of £78bn reflecting reduction in the major interest rate forward curves and an increase in foreign exchange derivatives of £14bn due to strengthening of the USD against major currencies. Information on further netting of derivative financial instruments is included within Note 19 Offsetting financial assets and financial liabilities.

Total derivatives  2017  2016 
   Notional          Notional         
   contract   Fair value  contract   Fair value 
   amount   Assets   Liabilities  amount   Assets   Liabilities 
    £m   £m   £m  £m   £m   £m 
Total derivative assets/(liabilities) held for trading   35,686,673    237,504    (237,236  36,185,820    345,624    (339,646
Total derivative assets/(liabilities) held for risk management   231,348    165    (1,109  336,524    1,002    (841
Derivative assets/(liabilities)   35,918,021    237,669    (238,345  36,522,344    346,626    (340,487

Further information on netting arrangements of derivative financial instruments can be found within Note 19.

Trading derivatives are managed within the Group’s market risk management policies, which are outlined on pages 117 to 121.

The Group’s exposure to credit risk arising from derivative contracts are outlined in the Credit risk section on pages 96 to 116.

 

238  |


Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    213

15 Derivative financial instrumentscontinued

The Group’s objectives and policies on managing the risks that arise in connection with derivatives, including the policies for hedging, are discussed in the Risk management section on page 336. Trading derivatives are managed within the Group’s market risk management policies, which are outlined on pages 99 to 100.

The Group’s exposure to credit risk arising from derivative contracts are outlined in the Credit Risk section on page 135.

The fair values and notional amounts of derivative instruments held for trading are set out in the following table:

 

 
Derivatives held for trading            

 

 
 2014 2013   
 

 

 

 
 

Notional

contract

amount

£m

 Fair value 

Notional

contract

amount

£m

 Fair value   
 

            Assets

£m

 

            Liabilities

£m

 

            Assets

£m

 

Liabilities  

£m  

 

 

 

Foreign Exchange derivatives

      

Forward Foreign Exchange

  1,684,832    31,883    (34,611  2,482,144    25,504    (29,825)   

Currency swaps

  1,109,795    32,209    (33,919  1,287,911    27,138    (27,855)   

OTC options bought and sold

  895,226    10,267    (10,665  815,742    6,858    (6,977)   

 

 

OTC derivatives

  3,689,853    74,359    (79,195  4,585,797    59,500    (64,657)   

Foreign Exchange derivatives cleared by central counterparty

  11,382    56    (70  3,368    35    (33)   

Exchange traded futures and options – bought and sold

  57,623    18    (16  47,863    70    (75)   

 

 

Foreign Exchange derivatives

  3,758,858    74,433    (79,281  4,637,028    59,605    (64,765)   

 

 

Interest rate derivatives

      

Interest rate swaps

  5,779,015    209,962    (200,096  7,497,699    168,480    (155,883)   

Forward rate agreements

  467,812    794    (722  601,123    750    (719)   

OTC options bought and sold

  3,083,200    67,039    (67,575  3,909,340    49,827    (50,087)   

 

 

OTC derivatives

  9,330,027    277,795    (268,393  12,008,162    219,057    (206,689)   

Interest rate derivatives cleared by central counterparty

  15,030,090    30,166    (31,152  21,377,621    9,608    (9,178)   

Exchange traded futures and options – bought and sold

  2,210,602    382    (336  1,320,840    1,462    (1,459)   

 

 

Interest rate derivatives

  26,570,719    308,343    (299,881  34,706,623    230,127    (217,326)   

 

 

Credit derivatives

      

OTC swaps

  896,386    18,864    (17,825  1,270,020    22,747    (22,890)   

Credit derivatives cleared by central counterparty

  287,577    4,643    (4,542  306,164    4,603    (4,178)   

 

 

Credit derivatives

  1,183,963    23,507    (22,367  1,576,184    27,350    (27,068)   

 

 

Equity and stock index derivatives

      

OTC options bought and sold

  67,151    6,461    (9,517  76,145    7,880    (11,227)   

Equity swaps and forwards

  102,663    1,823    (3,532  86,497    3,925    (5,271)   

 

 

OTC derivatives

  169,814    8,284    (13,049  162,642    11,805    (16,498)   

Exchange traded futures and options – bought and sold

  490,960    6,560    (6,542  335,773    4,481    (5,532)   

 

 

Equity and stock index derivatives

  660,774    14,844    (19,591  498,415    16,286    (22,030)   

 

 

Commodity derivatives

      

OTC options bought and sold

  38,196    1,592    (1,227  62,564    1,527    (1,369)   

Commodity swaps and forwards

  61,639    7,985    (8,175  141,287    8,570    (8,813)   

 

 

OTC derivatives

  99,835    9,577    (9,402  203,851    10,097    (10,182)   

Exchange traded futures and options – bought and sold

  350,193    7,566    (8,101  361,165    4,090    (4,474)   

Commodity derivatives

  450,028    17,143    (17,503  565,016    14,187    (14,656)   

 

 

Derivative assets/(liabilities) held for trading

  32,624,342    438,270    (438,623  41,983,266    347,555    (345,845)   

 

 

Total OTC derivatives held for trading

  14,185,915    388,879    (387,864  18,230,472    323,206    (320,916)   

Total derivatives cleared by central counterparty held for trading

  15,329,049    34,865    (35,764  21,687,153    14,246    (13,389)   

Total exchange traded derivatives held for trading

  3,109,378    14,526    (14,995  2,065,641    10,103    (11,540)   

 

 

Derivative assets/(liabilities) held for trading

  32,624,342    438,270    (438,623  41,983,266    347,555    (345,845)   

 

 


|  239


Notes to the financial statements

Assets and liabilities held at fair value

15 Derivative financial instrumentscontinued

The fair values and notional amounts of derivative instruments held for trading are set out in the following table:

Derivatives held for trading  2017  2016 
   Notional          Notional         
   contract   Fair value  contract   Fair value 
   amount   Assets   Liabilities  amount   Assets   Liabilities 
    £m   £m   £m  £m   £m   £m 

Foreign exchange derivatives

           

Forward foreign exchange

   3,131,184    26,534    (26,177  2,308,922    32,442    (30,907

Currency swaps

   1,098,587    23,675    (22,003  1,086,552    40,083    (40,164
OTC options bought and sold   506,156    4,056    (4,665  772,031    6,338    (6,762

OTC derivatives

   4,735,927    54,265    (52,845  4,167,505    78,863    (77,833

Foreign exchange derivatives cleared by central counterparty

   59,618    607    (585  43,478    366    (388
Exchange traded futures and options – bought and sold   24,266    30    (30  18,813    31    (27
Foreign exchange derivatives   4,819,811    54,902    (53,460  4,229,796    79,260    (78,248

Interest rate derivatives

           

Interest rate swaps

   5,680,977    121,560    (112,187  4,799,897    153,822    (143,059

Forward rate agreements

   268,277    87    (88  296,559    999    (968
OTC options bought and sold   2,384,453    27,235    (29,635  2,522,430    42,412    (43,373

OTC derivatives

   8,333,707    148,882    (141,910  7,618,886    197,233    (187,400

Interest rate derivatives cleared by central counterpartya

   13,215,545    3,675    (3,390  14,439,407    30,503    (31,528
Exchange traded futures and options – bought and sold   7,644,560    362    (358  7,952,733    397    (370
Interest rate derivatives   29,193,812    152,919    (145,658  30,011,026    228,133    (219,298

Credit derivatives

           

OTC swaps

   411,160    7,595    (6,233  615,057    11,811    (10,513
Credit derivatives cleared by central counterparty   303,841    4,954    (5,319  332,743    4,462    (4,572
Credit derivatives   715,001    12,549    (11,552  947,800    16,273    (15,085

Equity and stock index derivatives

           

OTC options bought and sold

   58,456    5,262    (9,591  102,545    6,766    (8,837
Equity swaps and forwards   103,283    2,235    (5,478  105,120    2,253    (4,435

OTC derivatives

   161,739    7,497    (15,069  207,665    9,019    (13,272
Exchange traded futures and options – bought and sold   632,662    7,201    (9,050  585,620    8,070    (8,600
Equity and stock index derivatives   794,401    14,698    (24,119  793,285    17,089    (21,872

Commodity derivatives

           

OTC options bought and sold

   4,465    32    (103  14,053    395    (461
Commodity swaps and forwards   12,755    662    (753  16,086    1,528    (1,821

OTC derivatives

   17,220    694    (856  30,139    1,923    (2,282
Exchange traded futures and options – bought and sold   146,428    1,742    (1,591  173,774    2,946    (2,861
Commodity derivatives   163,648    2,436    (2,447  203,913    4,869    (5,143
Derivative assets/(liabilities) held for trading   35,686,673    237,504    (237,236  36,185,820    345,624    (339,646

Total OTC derivatives held for trading

   13,659,753    218,933    (216,913  12,639,252    298,849    (291,300

Total derivatives cleared by central counterparty held for trading

   13,579,004    9,236    (9,294  14,815,628    35,331    (36,488
Total exchange traded derivatives held for trading   8,447,916    9,335    (11,029  8,730,940    11,444    (11,858
Derivative assets/(liabilities) held for trading   35,686,673    237,504    (237,236  36,185,820    345,624    (339,646

15 Derivative financial instrumentscontinued

The fair values and notional amounts of derivative instruments held for risk management are set out in the following table:

 

 
Derivatives held for risk management             

 

 
   2014 2013   
    

 

 

 
   

Notional

contract

amount

£m

             Fair value              

Notional

contract

amount

£m

             Fair value              
 

Assets

£m

 

Liabilities

£m

 

Assets

£m

 

Liabilities  

£m  

 

 

 

Derivatives designated as cash flow hedges

  

         

Interest rate swaps

  

   19,218    223     (60  74,854     844    (484)   

Forward foreign exchange

  

   930    17         851     55    (16)   

Interest rate derivatives cleared by central counterparty

  

   82,550             85,104         –    

 

 

Derivatives designated as cash flow hedges

  

   102,698    240     (60  160,809     899    (500)   

 

 

Derivatives designated as fair value hedges

  

         

Interest rate swaps

  

   27,345    1,379     (590  39,964     1,278    (752)   

Interest rate derivatives cleared by central counterparty

  

   135,553             83,495         –    

 

 

Derivatives designated as fair value hedges

  

   162,898    1,379     (590  123,459     1,278    (752)   

 

 

Derivatives designated as hedges of net investments

  

         

Forward foreign exchange

  

   2,852    20     (47  19,377     568    (21)   

 

 

Derivatives designated as hedges of net investments

  

   2,852    20     (47  19,377     568    (21)   

 

 

Derivative assets/(liabilities) held for risk management

  

   268,448    1,639     (697  303,645     2,745    (1,273)   

 

 

Total OTC derivatives held for risk management

  

   50,345    1,639     (697  135,046     2,745    (1,273)   

Total derivatives cleared by central counterparty held for risk management

   

     218,103             168,599         –    

 

 

Derivative assets/(liabilities) held for risk management

  

   268,448    1,639     (697  303,645     2,745    (1,273)   

 

 

 

The Group has hedged the following forecast cash flows, which primarily vary with interest rates. These cash flows are expected to impact the income statement in the following periods, excluding any hedge adjustments that may be applied:

 

   

 

 
 

Total

£m

 

Up to

one year

£m

 

One to

two years

£m

 

Two to

three years

£m

 

Three to

four years

£m

 

Four to

five years

£m

 

More than  

five years  

£m  

 

 

 

2014

           

Forecast receivable cash flows

   4,277     308    491     695    729     651    1,403    

Forecast payable cash flows

   972     178    770 ��   10    7     4    3    

 

 

2013

           

Forecast receivable cash flows

       6,438     367    500     904    1,126     1,135    2,406    

Forecast payable cash flows

   1,095     231    128     701    12     14    9    

 

 

 

 
Amounts recognised in net interest income           

 

 
           

2014

£m

 

2013  

£m  

 

 

 

Gains/(losses) on the hedged items attributable to the hedged risk

  

   2,610    (591)   

(Losses)/gains on the hedging instruments

  

   (2,797  773    

 

 

Fair value ineffectiveness

  

   (187  182    

Cash flow hedging ineffectiveness

  

   41    (76)   

 

 

Gains and losses transferred from the cash flow hedging reserve to the income statement included a £52m gain (2013: £66m gain) transferred to interest income; a £778m gain (2013: £554m gain) to interest expense; a £15m loss (2013: £44m loss) to net trading income; £nil (2013: £5m loss) to administration and general expenses; and a £78m loss (2013: 62m loss) to taxation.

214    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


240  |


    

    

15 Derivative financial instrumentscontinued

The fair values and notional amounts of derivative instruments held for risk management are set out in the following table:

Derivatives held for risk management  2017  2016 
   Notional          Notional         
   contract   Fair value  contract   Fair value 
   amount   Assets   Liabilities  amount   Assets   Liabilities 
    £m   £m   £m  £m   £m   £m 

Derivatives designated as cash flow hedges

           

Currency swaps

              1,357    453     

Interest rate swaps

   1,482    7    (3  5,965    154    (6
Interest rate derivatives cleared by central counterparty   122,103           181,541    62    (27
Derivatives designated as cash flow hedges   123,585    7    (3  188,863    669    (33

Derivatives designated as fair value hedges

           

Interest rate swaps

   7,345    117    (1,096  10,733    301    (744
Interest rate derivatives cleared by central counterparty   97,436           130,842         
Derivatives designated as fair value hedges   104,781    117    (1,096  141,575    301    (744

Derivatives designated as hedges of net investments

           
Forward foreign exchange   2,982    41    (10  6,086    32    (64
Derivatives designated as hedges of net investments   2,982    41    (10  6,086    32    (64
Derivative assets/(liabilities) held for risk management   231,348    165    (1,109  336,524    1,002    (841

Total OTC derivatives held for risk management

   11,809    165    (1,109  24,141    940    (814
Total derivatives cleared by central counterparty held for risk management   219,539           312,383    62    (27
Derivative assets/(liabilities) held for risk management   231,348    165    (1,109  336,524    1,002    (841

The Group has hedged the following forecast cash flows, which primarily vary with interest rates. These cash flows are expected to impact the income statement in the following periods, excluding any hedge adjustments that may be applied:

         

Up to

   One to   Two to   Three to   Four to   More than 
   Total   one year   two years   three years   four years   five years   five years 
    £m   £m   £m   £m   £m   £m   £m 
2017              
Forecast receivable cash flows   2,671    484    584    561    416    305    321 
Forecast payable cash flows                            
2016              
Forecast receivable cash flows   2,616    455    531    511    411    327    381 
Forecast payable cash flows   52    15    16    7    6    5    3 

The maximum length of time over which the Group hedges exposure to the variability in future cash flows for forecast transactions, excluding those forecast transactions related to the payment of variable interest on existing financial instruments is 10 years (2016: 10 years).

Amounts recognised in net interest income               2017
£m
  

            2016

£m

 
Gains on the hedged items attributable to the hedged risk   550   1,787 
Losses on the hedging instruments   (460  (1,741
Fair value ineffectiveness   90   46 
Cash flow hedging ineffectiveness   (135  28 
Net investment hedging ineffectiveness   2   (3

Gains and losses transferred from the cash flow hedging reserve to the income statement included a £nil (2016: £17m gain) transferred to interest income; a £632m gain (2016: £491m gain) to interest expense; a £nil (2016: £17m gain) to administration and general expenses; and a £nil (2016: £75m loss) to taxation.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    215


Notes to the financial statements

Assets and liabilities held at fair value

16 Financial investments

 

16 Available for sale financial assets

Accounting for available for sale financial assetsinvestments

Available for sale financial assets are held at fair value with gains and losses being included in other comprehensive income. The Group uses this classification for assets that are not derivatives and are not held for trading purposes or otherwise designated at fair value through profit or loss, or at amortised cost. Dividends and interest (calculated using the effective interest method) are recognised in the income statement in net interest income (Note 3) or, net investment income (Note 6). On disposal, the cumulative gain or loss recognised in other comprehensive income is also included in net investment income.

Held to maturity assets are held at amortised cost. The Group uses this classification when there is an intent and ability to hold the asset to maturity. Interest on the investments are recognised in the income statement within net interest income (Note 3).

 

 
 

2014

£m

 

2013   

£m   

 

 

 

Debt securities and other eligible bills

   85,539     91,298    

Equity securities

   527     458    

 

 

Available for sale investments

   86,066     91,756    

 

 

    2017
£m
   2016
£m
 
Available for sale debt securities and other eligible bills   52,020    57,703 
Available for sale equity securities   1,787    438 
Held to maturity debt securities   5,109    5,176 
Financial investments   58,916    63,317 

Critical accounting estimates and judgements

Approximately $1.7bn (£1.1bn) of the assets acquired as part of the 2008 acquisition of the North American business of Lehman Brothers had not been received by 31 December 2014. Approximately $0.8bn (£0.5bn) of this amount has been recognised, as an available for sale asset. As discussed in Note 29, Barclays’ entitlement to these assets is the subject of legal proceedings between the SIPA Trustee for Lehman Brothers Inc. and Barclays. As such, there continues to be significant judgement involved in the valuation of this asset and uncertainty relating to the outcome of ongoing appeals. The Group takes the view that the effective provision of $0.9bn (£0.6bn) that is reflected in its estimate of fair value is appropriate. The valuation of this asset will be kept under review as legal proceedings progress.

17 Financial liabilities designated at fair value

 

Accounting for liabilities designated at fair value through profit and loss

In accordance with IAS 39, financial liabilities may be designated at fair value, with gains and losses taken to the income statement within net trading income (Note 5) and net investment income (Note 6). Movements in own credit are reported through other comprehensive income from January 2017 upon early adoption of IFRS 9. The Group has the ability to do thismake the fair value designation when holding the instruments at fair value reduces an accounting mismatch (caused by an offsetting liability or asset being held at fair value), or is managed by the Group on the basis of its fair value, or includes terms that have substantive derivative characteristics (Note 15).

The details on how the fair value amounts are arrived for financial liabilities designated at fair value are described in fair value of assets and liabilities (Note 18).Note 18.

 

    2017   2016 
        Fair value
£m
   Contractual
amount due
on maturity
£m
       Fair value
£m
   Contractual
amount due
on maturity
£m
 
Debt securities   42,563    46,920    34,985    37,034 
Deposits   4,448    4,414    5,269    5,303 
Liabilities to customers under investment contracts           37     
Repurchase agreements   126,691    126,822    55,710    55,760 
Other financial liabilities   16    16    30    30 
Financial liabilities designated at fair value   173,718    178,172    96,031    98,127 

 

 
 2014 2013   
  

 

 

 
 

Fair value

£m

 

Contractual

amount due

on maturity

£m

 

Fair value

£m

 

Contractual   

amount due   

on maturity   

£m   

 

 

 

Debt securities

   42,395     44,910     49,244     52,306    

Deposits

   7,206     7,301     8,071     9,161    

Liabilities to customers under investment contracts

   1,823          1,705     –    

Repurchase agreements

   5,423     5,433     5,306     5,331    

Other financial liabilities

   125     125     470     470    

 

 

Financial liabilities designated at fair value

   56,972     57,769     64,796     67,268    

 

 

The cumulative own credit net loss recognised is £716m (2013: £800ma).

Note

aThe cumulative own credit balance for 2013net loss recognised is revised to better reflect the cumulative own credit gains/losses.

|  241


Notes to the financial statements£179m (2016: £239m loss).

Assets and liabilities held at fair18 Fair value of financial instruments

 

18 Fair value of financial instruments

Accounting for financial assets and liabilities – fair values

The Group applies IAS 39. All financial instruments are initially recognised at fair value on the date of initial recognition (including transaction costs, other than financial instruments held at fair value through profit or loss) and, depending on the classification of the asset or liability, may continue to be held at fair value either through profit or loss or other comprehensive income. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Wherever possible, fair value is determined by reference to a quoted market price for that instrument. For many of the Group’s financial assets and liabilities, especially derivatives, quoted prices are not available and valuation models are used to estimate fair value. The models calculate the expected cash flows under the terms of each specific contract and then discount these values back to a present value. These models use as their basis independently sourced market parametersinputs including, for example, interest rate yield curves, equities and commodities prices, option volatilities and currency rates.

For financial liabilities measured at fair value, the carrying amount reflects the effect on fair value of changes in own credit spreads derived from observable market data such as spreads on Barclays’ issued bonds or credit default swaps. Most market parameters are either directly observable or are implied from instrument prices. The model may perform numerical procedures in the pricing such as interpolation when input values do not directly correspond to the most actively traded market trade parameters.

primary issuance and redemption activity for structured notes.

On initial recognition, it is presumed that the transaction price is the fair value unless there is observable information available in an active market to the contrary. The best evidence of an instrument’s fair value on initial recognition is typically the transaction price. However, if fair value can be evidenced by comparison with other observable current market transactions in the same instrument, or is based on a valuation technique whose inputs include only data from observable markets, then the instrument should be recognised at the fair value derived from such observable market data.

For valuations that have made use of unobservable inputs, the difference between the model valuation and the initial transaction price (‘Day One profit’) is recognised in profit or loss either: on a straight-line basis over the term of the transaction; or over the period until all model inputs will become observable where appropriate; or released in full when previously unobservable inputs become observable.

216    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


18 Fair value of financial instrumentscontinued

 

Various factors influence the availability of observable inputs and these may vary from product to product and change over time. Factors include the depth of activity in the relevant market, the type of product, whether the product is new and not widely traded in the marketplace, the maturity of market modelling and the nature of the transaction (bespoke or generic). To the extent that valuation is based on models or inputs that are not observable in the market, the determination of fair value can be more subjective, dependent on the significance of the unobservable input to the overall valuation. Unobservable inputs are determined based on the best information available, for example by reference to similar assets, similar maturities or other analytical techniques.

The sensitivity of valuations used in the financial statements to reasonably possible changes in significant unobservable inputs is shown on page 251.

224.

Critical accounting estimates and judgements

The valuation of financial instruments often involves a significant degree of judgement and complexity, in particular where valuation models make use of unobservable inputs (‘Level 3’ assets and liabilities). This note provides information on thosethese instruments, including the related unrealised gains and losses recognised in the period, a description of significant valuation techniques and unobservable inputs, and a sensitivity analysis.

Valuation

Valuation

IFRS 13 Fair Value Measurement requires an entity to classify its assets and liabilities according to a hierarchy that reflects the observability of significant market inputs. The three levels of the fair value hierarchy are defined below.

Quoted market prices – Level 1

Assets and liabilities are classified as Level 1 if their value is observable in an active market. Such instruments are valued by reference to unadjusted quoted prices for identical assets or liabilities in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis.

Valuation technique using observable inputs – Level 2

Assets and liabilities classified as Level 2 have been valued using models whose inputs are observable in an active market. Valuations based on observable inputs include assets and liabilities such as swaps and forwards which are valued using market standard pricing techniques, and options that are commonly traded in markets where all the inputs to the market standard pricing models are observable.

Valuation technique using significant unobservable inputs – Level 3

Assets and liabilities are classified as Level 3 if their valuation incorporates significant inputs that are not based on observable market data (unobservable inputs). A valuation input is considered observable if it can be directly observed from transactions in an active market, or if there is compelling external evidence demonstrating an executable exit price. Unobservable input levels are generally determined via reference to observable inputs, historical observations or using other analytical techniques.

IFRS 13Fair Value Measurement requires an entity to classify its assets and liabilities according to a hierarchy that reflects the observability of significant market inputs. The three levels of the fair value hierarchy are defined below.

Quoted market prices – Level 1

Assets and liabilities are classified as Level 1 if their value is observable in an active market. Such instruments are valued by reference to unadjusted quoted prices for identical assets or liabilities in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis.

Valuation technique using observable inputs – Level 2

Assets and liabilities classified as Level 2 have been valued using models whose inputs are observable either directly or indirectly. Valuations based on observable inputs include assets and liabilities such as swaps and forwards which are valued using market standard pricing techniques, and options that are commonly traded in markets where all the inputs to the market standard pricing models are observable.

Valuation technique using significant unobservable inputs – Level 3

Assets and liabilities are classified as Level 3 if their valuation incorporates significant inputs that are not based on observable market data (unobservable inputs). A valuation input is considered observable if it can be directly observed from transactions in an active market, or if there is compelling external evidence demonstrating an executable exit price. Unobservable input levels are generally determined via reference to observable inputs, historical observations or using other analytical techniques.

The following table shows the Group’s assets and liabilities that are held at fair value disaggregated by valuation technique (fair value hierarchy) and balance sheet classification:

 

Assets and liabilities held at fair value                                 
   

2017

  2016 
   Valuation technique using  Valuation technique using 
    

        Level 1

£m

  

        Level 2

£m

  

        Level 3

£m

  

        Total

£m

  

        Level 1

£m

  

        Level 2

£m

  

        Level 3

£m

  

            Total

£m

 
Trading portfolio assets   63,925   47,858   1,977   113,760   41,550   36,625   2,065   80,240 
Financial assets designated at fair value   4,347   104,187   7,747   116,281   4,031   64,630   9,947   78,608 
Derivative financial assets   3,786   228,549   5,334   237,669   5,261   332,819   8,546   346,626 
Available for sale investments   22,841   30,571   395   53,807   21,218   36,551   372   58,141 
Investment property         116   116         81   81 
Assets included in disposal groups classified as held for salea         29   29   6,754   8,511   6,009   21,274 
Total assets   94,899   411,165   15,598   521,662   78,814   479,136   27,020   584,970 
Trading portfolio liabilities   (20,905  (16,442  (4  (37,351  (20,205  (14,475  (7  (34,687
Financial liabilities designated at fair value      (173,238  (480  (173,718  (70  (95,121  (840  (96,031
Derivative financial liabilities   (3,631  (229,517  (5,197  (238,345  (5,051  (328,265  (7,171  (340,487
Liabilities included in disposal groups classified as held for salea               (397  (5,224  (6,201  (11,822
Total liabilities   (24,536  (419,197  (5,681  (449,414  (25,723  (443,085  (14,219  (483,027

Note    

242  |


aDisposal groups held for sale and measured at fair value less cost to sell are included in the fair value table.

 

18 Fair value of financial instrumentscontinued

The following table shows the Group’s assets and liabilities that are held at fair value disaggregated by valuation technique (fair value hierarchy) and balance sheet classification:

 

 

Assets and liabilities held at fair value

     

 

 
 Valuation technique using  
  

 

 

 
 Quoted
market
prices
(Level 1)
£m
 

Observable
inputs
(Level 2)

£m

 

Significant
unobservable
inputs

(Level 3)

£m

 

Total  

£m  

 

 

 

As at 31 December 2014

     

Trading portfolio assets

   48,962    59,428    6,327    114,717    

Financial assets designated at fair value

   9,934    8,461    19,905    38,300    

Derivative financial assets

   9,863    425,301    4,745    439,909    

Available for sale investments

   44,234    40,519    1,313    86,066    

Othera

   33    198    15,550    15,781    

 

 

Total assets

   113,026    533,907    47,840    694,773    

 

 

Trading portfolio liabilities

   (26,840  (17,935  (349  (45,124)   

Financial liabilities designated at fair value

   (15  (55,141  (1,816  (56,972)   

Derivative financial liabilities

   (10,313  (424,687  (4,320  (439,320)   

Othera

           (13,115  (13,115)   

 

 

Total liabilities

   (37,168  (497,763  (19,600  (554,531)   

 

 

As at 31 December 2013

     

Trading portfolio assets

   54,363    72,285    6,421    133,069    

Financial assets designated at fair value

   11,188    9,010    18,770    38,968    

Derivative financial assets

   4,824    340,463    5,013    350,300    

Available for sale investments

   36,050    53,561    2,145    91,756    

Othera

   134    218    594    946    

 

 

Total assets

   106,559    475,537    32,943    615,039    

 

 

Trading portfolio liabilities

   (29,450  (24,014      (53,464)   

Financial liabilities designated at fair value

   (98  (63,058  (1,640  (64,796)   

Derivative financial liabilities

   (5,627  (337,172  (4,319  (347,118)   

 

 

Total liabilities

   (35,175  (424,244  (5,959  (465,378)   

 

 

Included in financial assets designated at fair value is the Non-Core Education, Social Housing and Local Authority (ESHLA) loan portfolio of £17.4bn (2013: £15.6bn). This portfolio primarily consists of long dated fixed rate loans extended to counterparties in the UK Education, Social Housing and Local Authority sectors. The loans have been categorised as Level 3 in the fair value hierarchy since 2013 due to their illiquid nature and the significance of unobservable loan spreads to the valuation. Valuation uncertainty arises from the long dated nature of the portfolio, the lack of secondary market in the loans and the lack of observable loan spreads.

A revised valuation methodology was adopted as at 31 December 2014 which builds an additional component into the loan spreads used in discounting the portfolio’s expected cash flows, incorporating information on external parties and the factors they may take into account when valuing these assets. The prior approach was to discount cash flows using a credit-adjusted LIBOR rate. The spread component that has been added to this discount rate incorporates funding rates, the level of comparable assets such as gilts (both current and recent historical levels) and other factors. The change is also consistent with recent industry moves in derivative valuations away from LIBOR-based discounting. Refinements will be made to the approach to the extent that further market evidence is obtained.

The impact of the change was an income statement charge and corresponding fair value reduction in the loan portfolio of £935m. The change has no impact on CET 1 capital, which is based on the CRR prudent valuation and reflects a more conservative cost of funding.

Note

aOther includes assets and liabilities held for sale of £15,574m (2013: £495m) and £13,115m (2013: nil) respectively, which are measured at fair value on a non-recurring basis. Refer to Note 45 for more information on non-current assets and liabilities held for sale. It also includes investment property of £207m (2013: £451m).

|  243


Notes to the financial statements

Assets and liabilities held at fair value

18 Fair value of financial instrumentscontinued

The following table shows the Group’s assets and liabilities that are held at fair value disaggregated by valuation technique (fair value hierarchy) and product type:

 

 
Assets and liabilities held at fair value by product type  

 

 
 

Assets

Valuation technique using

 

Liabilities

Valuation technique using

 
  

 

 

 
 Quoted
market
prices
(Level 1)
£m
 Observable
inputs
(Level 2)
£m
 

Significant
unobservable
inputs

(Level 3)

£m

 Quoted
market
prices
(Level 1)
£m
 

Observable
inputs
(Level 2)

£m

 

Significant  
unobservable  
inputs  

(Level 3)  

£m  

 

 

 

As at 31 December 2014

          

Interest rate derivatives

        308,706     1,239     (5  (299,181  (1,344)   

Foreign exchange derivatives

   4     74,358     108     (3  (79,188  (138)   

Credit derivativesa

        21,541     1,966         (21,958  (409)   

Equity derivatives

   3,847     9,750     1,247     (3,719  (13,780  (2,092)   

Commodity derivatives

   6,012     10,946     185     (6,586  (10,580  (337)   

Government and government sponsored debt

   62,577     48,296     1,014     (11,563  (14,002  (346)   

Corporate debt

   151     22,036     3,061         (3,572  (13)   

Certificates of deposit, commercial paper and other money market instruments

   78     921          (4  (6,276  (665)   

Reverse repurchase and repurchase agreements

        5,236              (5,423  –    

Non asset backed loans

   1     2,462     17,744             –    

Asset backed securities

   30     16,211     1,631         (67  –    

Commercial real estate loans

             1,180             –    

Issued debt

                  (10  (40,592  (749)   

Equity cash products

   40,252     7,823     171     (15,276  (699  –    

Funds and fund linked products

        2,644     631         (2,060  (210)   

Physical commodities

   4     1,447              (363  –    

Otherb

   70     1,530     17,663     (2  (22  (13,297)   

 

 

Total

   113,026     533,907     47,840     (37,168  (497,763  (19,600)   

 

 

As at 31 December 2013

          

Interest rate derivatives

        231,218     1,031         (217,517  (1,046)   

Foreign exchange derivatives

        60,111     117         (64,715  (86)   

Credit derivativesa

        25,150     2,200     (26  (26,262  (780)   

Equity derivatives

   3,353     11,665     1,266     (3,926  (16,237  (1,867)   

Commodity derivatives

   1,471     12,319     399     (1,675  (12,441  (540)   

Government and government sponsored debt

   53,518     63,627     220     (17,833  (17,758  –    

Corporate debt

   1,005     34,247     3,040     (63  (5,247  (12)   

Certificates of deposit, commercial paper and other money market instruments

        1,493          (96  (5,303  (409)   

Reverse repurchase and repurchase agreements

        5,323              (5,306  –    

Non asset backed loans

        2,493     16,132             –    

Asset backed securities

        15,141     2,112         (105  –    

Commercial real estate loans

             1,198             –    

Issued debt

        54     1         (48,734  (1,164)   

Equity cash products

   45,547     397     168     (11,554  (704  –    

Funds and fund linked products

        8,509     550         (3,369  (54)   

Physical commodities

   1,155     3,048              (72  –    

Otherb

   510     742     4,509     (2  (474  (1)   

 

 

Total

   106,559     475,537     32,943     (35,175  (424,244  (5,959)   

 

 

Assets and liabilities reclassified between Level 1 and Level 2

There were no transfers between Level 1 and 2 during the year (2013: £34m).

Notes

aCredit derivatives includes derivative exposure to monoline insurers.
bOther includes non-current assets and liabilities held for sale, private equity investments, asset backed loans, US Lehman acquisition assets and investment property.

244  |


 Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    217


Notes to the financial statements

Assets and liabilities held at fair value

18 Fair value of financial instrumentscontinued

The following table shows the Group’s assets and liabilities that are held at fair value disaggregated by valuation technique (fair value hierarchy) and product type.

Assets and liabilities held at fair value by product type                            
   

Assets

Valuation technique using

   

Liabilities

Valuation technique using

 
    Level 1
£m
   Level 2
£m
   Level 3
£m
   Level 1
£m
  Level 2
£m
  Level 3
£m
 
As at 31 December 2017          
Interest rate derivatives       150,325    2,718       (143,890  (2,867
Foreign exchange derivatives       54,783    160       (53,346  (124
Credit derivatives       11,163    1,386       (11,312  (240
Equity derivatives   3,786    9,848    1,064    (3,631  (18,527  (1,961
Commodity derivatives       2,430    6       (2,442  (5
Government and government sponsored debt   34,783    49,853    49    (13,079  (13,116   
Corporate debt       15,098    871       (3,580  (4
Certificates of deposit, commercial paper and other money market instruments       1,491           (7,377  (250
Reverse repurchase and repurchase agreements       100,038           (126,691   
Non-asset backed loans       5,710    6,657           
Asset backed securities       1,837    626       (221   
Issued debt                  (38,176  (214
Equity cash products   56,322    7,690    112    (7,826  (388   
Private equity investments   8    1    817          (16
Assets and liabilities held for sale           29           
Othera       898    1,103       (131   
Total   94,899    411,165    15,598    (24,536  (419,197  (5,681
As at 31 December 2016          
Interest rate derivatives       222,892    5,759       (215,213  (4,860
Foreign exchange derivatives       79,612    132       (78,263  (51
Credit derivatives       14,662    1,611       (14,844  (241
Equity derivatives   4,210    11,842    1,037    (4,058  (15,808  (2,007
Commodity derivatives   1,052    3,809    8    (991  (4,138  (13
Government and government sponsored debt   31,203    49,834    3    (12,761  (11,454   
Corporate debt   46    11,921    969    (27  (1,907  (5
Certificates of deposit, commercial paper and other money market instruments       994           (6,936  (319
Reverse repurchase and repurchase agreements       63,162           (55,710   
Non-asset backed loans       2,888    8,767           
Asset backed securities       1,956    515       (256   
Issued debt                  (31,973  (298
Equity cash products   35,399    6,478    150    (7,416  (934  (2
Private equity investments   23    110    856       (18  (12
Assets and liabilities held for sale   6,754    8,511    6,009    (397  (5,224  (6,201
Othera   127    465    1,204    (73  (407  (210
Total   78,814    479,136    27,020    (25,723  (443,085  (14,219

Note

aOther includes commercial real estate loans, funds and fund-linked products, asset backed loans, physical commodities and investment property.

Valuation techniques and sensitivity analysis

Sensitivity analysis is performed on products with significant unobservable inputs (Level 3) to generate a range of reasonably possible alternative valuations. The sensitivity methodologies applied take account of the nature of the valuation techniques used, as well as the availability and reliability of observable proxy and historical data and the impact of using alternative models.

Sensitivities are dynamically calculated on a monthly basis. The calculation is based on range or spread data of a reliable reference source or a scenario based on relevant market analysis alongside the impact of using alternative models. Sensitivities are calculated without reflecting the impact of any diversification in the portfolio.

The valuation techniques used for the material products within Levels 2 and 3, and observability and sensitivity analysis for products within Level 3, are described below.

Interest rate derivatives

Description: Derivatives linked to interest rates or inflation indices. The category includes futures, interest rate and inflation swaps, swaptions, caps, floors, inflation options, balance guaranteed swaps and other exotic interest rate derivatives.

Valuation: Interest rate and inflation derivatives are generally valued using curves of forward rates constructed from market data to project and discount the expected future cash flows of trades. Instruments with optionality are valued using volatilities implied from market inputs, and use industry standard or bespoke models depending on the product type.

218    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


 

    

    

18 Fair value of financial instrumentscontinued

Observability: In general, inputs are considered observable up to liquid maturities which are determined separately for each input and underlying. Unobservable inputs are generally set by referencing liquid market instruments and applying extrapolation techniques or inferred via another reasonable method.

Level 3 sensitivity: Sensitivity to unobservable valuation inputs is based on the dispersion of consensus data services where available, or alternatively it is based on stress scenarios or historic data.

Foreign exchange derivatives

Description: Derivatives linked to the foreign exchange (FX) market. The category includes FX forward contracts, FX swaps and FX options. The majority are traded as over the counter (OTC) derivatives.

Valuation: FX derivatives are valued using industry standard and bespoke models depending on the product type. Valuation inputs include FX rates, interest rates, FX volatilities, interest rate volatilities, FX interest rate correlations and others as appropriate.

Observability: FX correlations, forwards and volatilities are generally observable up to liquid maturities which are determined separately for each input and underlying. Unobservable inputs are set by referencing liquid market instruments and applying extrapolation techniques, or inferred via another reasonable method.

Level 3 sensitivity: Sensitivity relating to unobservable valuation inputs is primarily based on the dispersion of consensus data services.

Credit derivatives

Description: Derivatives linked to the credit spread of a referenced entity, index or basket of referenced entities or a pool of referenced assets (e.g. a securitised product). The category includes single name and index credit default swaps (CDS), asset backed CDS and synthetic collateralised debt obligations (CDOs).

Valuation: CDS are valued on industry standard models using curves of credit spreads as the principal input. Credit spreads are observed directly from broker data, third-party vendors or priced to proxies. Synthetic CDOs are valued using a model that incorporates credit spreads, recovery rates, correlations and interest rates, and is calibrated to the index tranche market.

Observability: CDS contracts referencing entities that are actively traded are generally considered observable. Other valuation inputs are considered observable if products with significant sensitivity to the inputs are actively traded in a liquid market. Unobservable valuation inputs are generally determined with reference to recent transactions or inferred from observable trades of the same issuer or similar entities.

Level 3 sensitivity: Sensitivity to unobservable CDS contracts is determined by applying a shift to credit spread curves based on the average range of pricing observed in the market for similar CDS. Sensitivity to unobservable synthetic CDOs is calculated using correlation levels derived from the range of contributors to a consensus bespoke service.

Equity derivatives

Description: Exchange traded or OTC derivatives linked to equity indices and single names. The category includes vanilla and exotic equity products.

Valuation: Equity derivatives are valued using industry standard models. Valuation inputs include stock prices, dividends, volatilities, interest rates, equity repurchase curves and, for multi-asset products, correlations.

Observability: In general, valuation inputs are observable up to liquid maturities which are determined separately for each input and underlying. Unobservable inputs are set by referencing liquid market instruments and applying extrapolation techniques, or inferred via another reasonable method.

Level 3 sensitivity: Sensitivity is generally estimated using the dispersion of consensus data services.

Commodity derivatives

Description: Exchange traded and OTC derivatives based on underlying commodities such as metals, crude oil and refined products, agricultural, power and natural gas.

Valuation: Commodity swaps and options are valued using models incorporating discounting of cash flows and other industry standard modelling techniques. Valuation inputs include forward curves, volatilities implied from market observable inputs and correlations.

Observability: Commodity correlations, forwards and volatilities are generally observable up to liquid maturities which are determined separately for each input and underlying. Unobservable inputs are set with reference to similar observable products, or by applying extrapolation techniques to observable inputs.

Level 3 sensitivity: Sensitivity is determined primarily by measuring historical variability over a period of years. Where historical data is unavailable or uncertainty is due to volumetric risk, sensitivity is measured by applying appropriate stress scenarios or using proxybid-offer spread levels.

Complex derivative instruments

Valuation estimates made by counterparties with respect to complex derivative instruments, for the purpose of determining the amount of collateral to be posted, often differ, sometimes significantly, from Barclays’ own estimates. In almost all cases, Barclays has been able to successfully resolve such differences or otherwise reach an accommodation with respect to collateral posting levels, including in certain cases by entering into compromise collateral arrangements. Due to the ongoing nature of collateral calls, Barclays will often be engaged in discussion with one or more counterparties in respect of such differences at any given time. Valuation estimates made by counterparties for collateral purposes are considered, like any other third-party valuation, when determining Barclays’ fair value estimates.

Government and government sponsored debt

Description: Government bonds, supra sovereign bonds and agency bonds.

Valuation: Liquid bonds that are actively traded through an exchange or clearing house are marked to the levels observed in these markets. Other actively traded bonds are valued using observable market prices sourced from broker quotes, inter-dealer prices or other reliable pricing sources.

Observability: prices for actively traded bonds are considered observable. Unobservable bonds prices are generally determined by reference to bond yields for actively traded bonds from the same (or a similar) issuer.

Level 3 sensitivity: Sensitivity is generally determined by using a range of observable alternative prices.

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    219


Notes to the financial statements

Assets and liabilities held at fair value

18 Fair value of financial instrumentscontinued

Corporate debt

Description: Primarily corporate bonds.

Valuation: Corporate bonds are valued using observable market prices sourced from broker quotes, inter-dealer prices or other reliable pricing sources.

Observability: Prices for actively traded bonds are considered observable. Unobservable bonds prices are generally determined by reference to bond yields or CDS spreads for actively traded instruments issued by or referencing the same (or a similar) issuer.

Level 3 sensitivity: Sensitivity is generally determined by applying a shift to bond yields using the average ranges of external levels observed in the market for similar bonds.

Certificates of Deposit, Commercial Paper and other money market instruments

Description: Certificates of deposit, commercial paper and other money market instruments.

Valuation: Instruments are valued using observable market prices sourced from broker quotes, inter-dealer prices or other reliable pricing services.

Observability: Prices for actively traded instruments are considered observable. Unobservable instrument prices are generally determined by reference to bond yields or CDS spreads for actively traded instruments issued by or referencing the same (or a similar) issuer.

Level 3 sensitivity: Sensitivity is generally calculated by using a range of observable alternative prices.

Reverse repurchase and repurchase agreements

Description: Includes securities purchased under resale agreements, securities sold under repurchase agreements, and other similar secured lending agreements. The agreements are primarily short-term in nature.

Valuation: Repurchase and reverse repurchase agreements are generally valued by discounting the expected future cash flows using industry standard models that incorporate market interest rates and repurchase rates, based on the specific details of the transaction.

Observability: Inputs are deemed observable up to liquid maturities, and are determined based on the specific features of the transaction. Unobservable inputs are generally set by referencing liquid market instruments and applying extrapolation techniques, or inferred via another reasonable method.

Level 3 sensitivity: Sensitivity is generally estimated using the dispersion of consensus data services, stress scenarios or historic data. In general, the sensitivity of unobservable inputs is not significant to the overall valuation given the predominantly short-term nature of the agreements.

Non-asset backed loans

Description: Largely made up of fixed rate loans.

Valuation: Fixed rate loans are valued using models that discount expected future cash flows based on interest rates and loan spreads.

Observability: Within this loan population, the loan spread is generally unobservable. Unobservable loan spreads are determined by incorporating funding costs, the level of comparable assets such as gilts, issuer credit quality and other factors.

Level 3 sensitivity: The sensitivity of fixed rate loans is calculated by applying a shift to loan spreads.

Asset backed securities

Description: Securities that are linked to the cash flows of a pool of referenced assets via securitisation. The category includes residential mortgage backed securities, commercial mortgage backed securities, CDOs, collateralised loan obligations (CLOs) and other asset backed securities.

Valuation: Where available, valuations are based on observable market prices sourced from broker quotes and inter-dealer prices. Otherwise, valuations are determined using industry standard discounted cash flow analysis that calculates the fair value based on valuation inputs such as constant default rate, conditional prepayment rate, loss given default and yield. These inputs are determined by reference to a number of sources including proxying to observed transactions, market indices or market research, and by assessing underlying collateral performance.

Proxying to observed transactions, indices or research requires an assessment and comparison of the relevant securities’ underlying attributes including collateral, tranche, vintage, underlying asset composition (historical losses, borrower characteristics and loan attributes such asloan-to-value ratio and geographic concentration) and credit ratings (original and current).

Observability: Where an asset backed product does not have an observable market price and the valuation is determined using a discounted cash flow analysis, the instrument is considered unobservable.

Level 3 sensitivity: The sensitivity analysis for asset backed products is based on externally sourced pricing dispersion or by stressing the inputs of discount cash flow analysis.

Issued debt

Description: Debt notes issued by Barclays.

Valuation: Issued debt is valued using discounted cash flow techniques and industry standard models incorporating various inputs observed for each instrument.

Observability: Barclays issued notes are generally observable. Structured notes are debt instruments containing embedded derivatives. Where either an input to the embedded derivative or the debt instrument is deemed unobservable and significant to the overall valuation of the note, the structured note is classified as Level 3.

Level 3 sensitivity: Sensitivity to the unobservable input in the embedded derivative is calculated in line with the method used for the derivative instrument concerned.

Level 3 movement analysis

The following table summarises the movements in the Level 3 balance during the year. The table shows gains and losses and includes amounts for all assets
220    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


18 Fair value of financial instrumentscontinued

Equity cash products

Description: Includes listed equities, Exchange Traded Funds (ETF) and preference shares.

Valuation: Valuation of equity cash products is primarily determined through market observable prices.

Observability: Prices for actively traded equity cash products are considered observable. Unobservable equity prices are generally determined by reference to actively traded instruments that are similar in nature, or inferred via another reasonable method.

Level 3 sensitivity: Sensitivity is generally calculated based on applying a shift to the valuation of the underlying asset.

Private equity investments

Description: Includes private equity holdings and principal investments.

Valuation: Private equity investments are valued in accordance with the ‘International Private Equity and Venture Capital Valuation Guidelines’ which require the use of a number of individual pricing benchmarks such as the prices of recent transactions in the same or similar entities, discounted cash flow analysis and comparison with the earnings multiples of listed companies. While the valuation of unquoted equity instruments is subjective by nature, the relevant methodologies are commonly applied by other market participants and have been consistently applied over time.

Observability: Inputs are considered observable if there is active trading in a liquid market of products with significant sensitivity to the inputs. Unobservable inputs include earnings estimates, multiples of comparative companies, marketability discounts and discount rates.

Level 3 sensitivity: Private equity valuation models are each sensitive to a number of key assumptions, such as projected future earnings, comparator multiples, marketability discounts and discount rates. Valuation sensitivity is generally estimated by shifting assumptions to reasonable alternative levels.

Assets and liabilities transferred to and from Level 3 during the year. Transfers have been reflected as if they had taken place at the beginning of the year.

 

 
Analysis of movements in Level 3 assets and liabilities  

 

 
 

As at

1 January

2014

£m

         Total gains and losses
in the period
recognised in the
income statement
 

Total

gains

or losses

recognised
in OCI

£m

 Transfers 

As at 31  

December  
2014  

£m  

 
      

 

 

   

 

 

  
 Purchases
£m
 

Sales

£m

 Issues
£m
 Settlements
£m
 

Trading
income

£m

 Other
income £m
 

In

£m

 Out
£m
 

 

 

Government and government sponsored debt

  161    96    (198      (46  5            676    (9  685    

Corporate debt

  3,039    177    (332      (370  484            39    (11  3,026    

Asset backed securities

  2,111    1,037    (1,552      (141  178            8    (31  1,610    

Non asset backed loans

  176    250    (30      (49  2            13    (89  273    

Funds and fund linked products

  494        (92          (17          204        589    

Other

  440    8    (369      54    22                (11  144    

 

 

Trading portfolio assets

  6,421    1,568    (2,573      (552  674            940    (151  6,327    

Commercial real estate loans

  1,198    2,919    (2,678      (334  76    (2              1,179    

Non asset backed loans

  15,956    2    (177      (81  1,830    9            (68  17,471    

Asset backed loans

  375    855    (777      (4  19            1    (76  393    

Private equity investments

  1,168    173    (500      (11  4    82            (215  701    

Other

  73    75    (1      (35  9    32        2    6    161    

 

 

Financial assets designated at fair value

  18,770    4,024    (4,133      (465  1,938    121        3    (353  19,905    

Asset backed securities

  1                                        1    

Government and government sponsored debt

  59    281    (12      (1                      327    

Other

  2,085    37    (78      (1,694  1    586    74    4    (30  985    

 

 

Available for sale investments

  2,145    318    (90      (1,695  1    586    74    4    (30  1,313    

 

 
           

 

 

Othera

  451    47    (238              5            (58  207    

 

 
           

 

 

Trading portfolio liabilities

                      (3          (346      (349)   

 

 

Certificates of deposit, commercial paper and other money market instruments

  (409          (254  12    2    88        (108  3    (666)   

Issued debt

  (1,164          (16  293    88            (48  99    (748)   

Other

  (67          (341  10    6    30        (40      (402)   

 

 

Financial liabilities designated at fair value

  (1,640          (611  315    96    118        (196  102    (1,816)   

Interest rate derivatives

  (15  5    45    (5  7    (358          103    113    (105)   

Credit derivatives

  1,420    11            42    121            (81  44    1,557    

Equity derivatives

  (601  86    (12  (305  113    (278          (14  166    (845)   

Commodity derivatives

  (141          (3  (10  4            (11  9    (152)   

Foreign exchange derivatives

  31        (12  (4  (71  (6          29    3    (30)   

 

 

Net derivative financial instrumentsb

  694    102    21    (317  81    (517          26    335    425    

 

 
           

 

 

Total

  26,841    6,059    (7,013  (928  (2,316  2,189    830    74    431    (155  26,012    

 

 

Notes

aOther consists of investment property. Non-current assets held for sale of £15,574m (2013: £495m)

Description:Assets and liabilities held for sale consist of disposal groups Barclays intend to sell.

Valuation:Assets and liabilities held for sale are valued at the lower of carrying value and fair value less costs to sell.

Level 3 sensitivity:The disposal groups that are measured at fair value less cost to sell are valued at the agreed price less costs to sell and are not expected to display significant sensitivity. The sensitivity of the assets and liabilities measured at carrying value is explained within the relevant product descriptions.

Other

Description: Other includes commercial real estate loans, funds and fund-linked products, asset-backed loans, physical commodities and investment property.

Assets and liabilities reclassified between Level 1 and Level 2

During the period, there were transfers of £3,807m of government bond assets and £1,023m/£(950)m of commodity derivative assets and liabilities from Level 1 to Level 2 (2016: £2,340m of government bond assets transferred from Level 2 to Level 1) to reflect the market observability of these product types. These transfers are reflected as if they had taken place at the beginning of the year.

Level 3 movement analysis

The following table summarises the movements in athe Level 3 balances during the period. Transfers have been reflected as if they had taken place at the beginning of the year.

Assets and liabilities included in disposal groupgroups classified as held for sale of £13,115m (2013: nil)and measured at fair value less cost to sell are not included as these are measured at fair value on anon-recurring basis. £(58)m

Asset and liability transfers between Level 2 and Level 3 are primarily due to i) an increase or decrease in observable market activity related to an input or ii) a change in the significance of transfers out as at 31 December 2014 refers to investment property transferred to the disposal groupunobservable input, with assets and liabilities classified as held for sale.

bThe derivative financial instruments are represented on a net basis. On a gross basis, derivative financial assets are £4,745m (2013: £5,013m) and derivative financial liabilities are £4,320m (2013: £4,319m).Level 3 if an unobservable input is deemed significant.

During the year:

£721m of net interest rate derivatives were transferred from Level 3 to Level 2 to reflect the market observability of the products;

 

|  245
£2,284m ofnon-asset backed loans were derecognised due to a substantial modification of terms on the ESHLA loans. The restructured loans are measured on an amortised cost basis.

 


Notes to the financial statements

Assets and liabilities held at fair value

18 Fair value of financial instrumentscontinued

Level 3 movement analysiscontinued

 

 
Analysis of movements in Level 3 assets and liabilities  

 

 
 

As at

1 January

2013

£m

         

Total gains and losses in

the period recognised in

the income statement

 

Total

gains

or losses

recognised

in OCI

£m

 Transfers 

As at 31  

December  

2013  

£m  

 
      

 

 

   

 

 

  
 

Purchases

£m

 

Sales

£m

 

Issues

£m

 

Settlements

£m

 

Trading
income

£m

 Other
income £m
 

In

£m

 Out
£m
 

 

 

Government and government sponsored debt

  321    135    (199  82    (23  (3  (11          (141  161    

Corporate debt

  3,136    84    (83          (46              (52  3,039    

Asset backed securities

  3,614    2,773    (4,729      (389  831            50    (39  2,111    

Non asset backed loans

  344    91    (281  35    (37  16            8        176    

Funds and fund linked products

  685        (64          (95              (32  494    

Other

  414    46    (42      (44  44            34    (12  440    

 

 

Trading portfolio assets

  8,514    3,129    (5,398  117    (493  747    (11      92    (276  6,421    

Commercial real estate loans

  1,798    1,542    (1,717      (526  156    2        2    (59  1,198    

Non asset backed loans

  2,021    390    (1      (208  (1,441  (107      15,317    (15  15,956    

Asset backed loans

  564    595    (748      (23  106                (119  375    

Private equity investments

  1,350    161    (134      (87  50    (139      18    (51  1,168    

Other

  353    11    (237      (28  (36  (1      105    (94  73    

 

 

Financial assets designated at fair value

  6,086    2,699    (2,837      (872  (1,165  (245      15,442    (338  18,770    

Asset backed securities

  492        (521      (29  (1  30    30            1    

Government and government sponsored debt

  46    13            (1      1                59    

Other

  2,342    25    (77      (471  1    255    2    36    (28  2,085    

 

 

Available for sale investments

  2,880    38    (598      (501      286    32    36    (28  2,145    

 

 
           

 

 

Othera

  1,686    151    (1,210          17    (31          (162  451    

 

 
           

 

 

Trading portfolio liabilities

  (2  (1              1                2    –    

 

 

Certificates of deposit, commercial paper and other money market instruments

  (760              7    204    93            47    (409)   

Issued debt

  (1,439      9    (67  319    60    6        (205  153    (1,164)   

Other

  (156  (2  1        (2  (3  3            92    (67)   

 

 

Financial liabilities designated at fair value

  (2,355  (2  10    (67  324    261    102        (205  292    (1,640)   

Interest rate derivatives

  149    (26  (1      31    262    2        (26  (406  (15)   

Credit derivatives

  1,776    95    (66  (2  54    (488  (81      (74  206    1,420    

Equity derivatives

  (608  301    (1  (394  (48  151    2        (85  81    (601)   

Commodity derivatives

  117    (57      (44  42    66    1        (146  (120  (141)   

Foreign exchange derivatives

  (40              145    (44  1        (10  (21  31    

Other

  (164                                  164    –    

 

 

Net derivative financial instrumentsb

  1,230    313    (68  (440  224    (53  (75      (341  (96  694    

 

 
           

 

 

Total

  18,039    6,327    (10,101  (390  (1,318  (192  26    32    15,024    (606  26,841    

 

 

Notes

aOther consists of investment property. Non-current assets held for sale of £15,574m (2013: £495m) and liabilities in a disposal group classified as held for sale of £13,115m (2013: nil) are not included as these are measured at fair value on a non-recurring basis. £(58)m of transfers out as at 31 December 2014 refers to investment property transferred to the disposal group classified as held for sale.
bThe derivative financial instruments are represented on a net basis. On a gross basis, derivative financial assets are £4,745m (2013: £5,013m) and derivative financial liabilities are £4,320m (2013: £4,319m)

246  |


 Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    221


Notes to the financial statements

Assets and liabilities held at fair value

18 Fair value of financial instrumentscontinued

Analysis of movements in Level 3 assets and liabilities                  
   As at               Total gains and losses
in the period
recognised in the
income statement
  Total
gains
or losses
recog-
   Transfers  As at 31 
    1 January
2017
£m
  Purchases
£m
  Sales
£m
  Issues
£m
   Settle-
ments
£m
  Trading
income
£m
  Other
income
£m
  nised
in OCI
£m
   In
£m
  Out
£m
  

December

2017

£m

 
Government and government
sponsored debt
   3   46                             49 
Corporate debt   969   73   (47      (98  21          6   (53  871 
Non-asset backed loans   151   435   (187      (221  (8         1   (5  166 
Asset backed securities   515   195   (78      (9  9             (5  627 
Equity cash products   77   24   (11         (19            (3  68 
Other   350   2   (77      (97  25   (1      3   (9  196 
Trading portfolio assets   2,065   775   (400      (425  28   (1      10   (75  1,977 
Non-asset backed loans   8,616             (2,284  159                6,491 
Asset backed loans   201   27   (25      (3  (17  (3      6   (31  155 
Private equity investments   562   26   (127      (1  (1  29       21   (11  498 
Equity cash products                (1  (7         16      8 
Other   568   4,675   (4,646      (247  41   197       16   (9  595 
Financial assets designated at fair value   9,947   4,728   (4,798      (2,536  175   223       59   (51  7,747 
Equity cash products   73                   1   2    5   (45  36 
Private equity investments   294   15   (78            (5  37    60   (4  319 
Other   5   36          (2        1          40 
Available for sale investments   372   51   (78      (2     (4  40    65   (49  395 
                                                
Investment property   81   114   (69            (10            116 
                                                
Trading portfolio liabilities   (7  (4  1          2          (1  5   (4
Certificates of deposit, commercial paper and other money market instruments   (319     69             9       (104  95   (250
Issued debt   (298     84                          (214
Other   (223            204      (6         9   (16
Financial liabilities designated at fair value   (840     153       204      3       (104  104   (480
Interest rate derivatives   899   58   (1      (208  (166         (11  (721  (150
Foreign exchange derivatives   81             (12  27          (13  (46  37 
Credit derivatives   1,370   5   (2      (29  (128         (69  (1  1,146 
Equity derivatives   (970  (220  (14      374   (43         (16  (7  (896
Commodity derivatives   (5               4          1       
Net derivative financial instrumentsa   1,375   (157  (17      125   (306         (108  (775  137 
Assets and liabilities held for sale   574      (574                          
Total   13,567   5,507   (5,782      (2,634  (101  211   40    (79  (841  9,888 
                                                
Net assets held for sale measured at fair value onnon-recurring basis                                             29 
Total   13,567   5,507   (5,782      (2,634  (101  211   40    (79  (841  9,917 

Note

aThe derivative financial instruments are represented on a net basis. On a gross basis, derivative financial assets are £5,334m (2016: £8,546m) and derivative financial liabilities are £5,197m (2016: £7,171m).

222    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


 

    

    

 

18 Fair value of financial instrumentscontinued

Analysis of movements in Level 3 assets and liabilities                  
   As at               

Total gains and losses

in the period recognised

in the income

statement

  

Total

gains

or losses

recog-

   Transfers  As at 31 
    

1 January

2016
£m

  

Purchases

£m

   

Sales

£m

  

Issues

£m

  

Settle-

ments

£m

  

Trading

income

£m

  

Other

income

£m

  

nised

in OCI

£m

   

In

£m

  

Out

£m

  

December

2016

£m

 
Government and government
sponsored debt
   320       (317                        3 
Corporate debt   2,843   38    (48     (5  206          32   (2,097  969 
Non-asset backed loans   507   173    (498     (4  (38         18   (7  151 
Asset backed securities   743   129    (295     (171  111          1   (3  515 
Equity cash products   121   4    (4        (15            (29  77 
Other   374   55    (89     (1  30          1   (20  350 
Trading portfolio assets   4,908   399    (1,251     (181  294          52   (2,156  2,065 
Non-asset backed loans   15,963             (8,602  1,155   100             8,616 
Asset backed loans   256   48    (225     (20  30          112      201 
Private equity investments   457   38    (51     (3  16   120       6   (21  562 
Equity cash products   26       (26                         
Other   595   2,658    (2,729     (33  37   85       41   (86  568 
Financial assets designated at fair value   17,297   2,744    (3,031     (8,658  1,238   305       159   (107  9,947 
Equity cash products   24   52    (7           3   2       (1  73 
Private equity investments   877   15    (254     (407        63          294 
Other   20   1    (7     (16     1   5    1      5 
Available for sale investments   921   68    (268     (423     4   70    1   (1  372 
                                                
Investment property   82       (3           2             81 
                                                
Trading portfolio liabilities          (9        (1            3   (7
Certificates of deposit, commercial paper and other money market instruments   (272         (19  48   2   (7      (301  230   (319
Issued debt   (538            231      9             (298
Other   (244            83   (48  (2      (50  38   (223
Financial liabilities designated at fair value   (1,054         (19  362   (46         (351  268   (840
Interest rate derivatives   418   45    3      (6  228          294   (83  899 
Foreign exchange derivatives   (104      30   2   40   6          55   52   81 
Credit derivatives   1,685   2    (306     (119  111          3   (6  1,370 
Equity derivatives   (857  196    7   (83  (34  (98         (15  (86  (970
Commodity derivatives   (506            91   (3            413   (5
Net derivative financial instrumentsa   636   243    (266  (81  (28  244          337   290   1,375 
Assets and liabilities held for sale   424   126    (166  (116  85      172          49   574 
Total   23,214   3,580    (4,994  (216  (8,843  1,729   483   70    198   (1,654  13,567 
                                                
Net liabilities held for sale measured at fair value onnon-recurring basis                                             (766
Total   23,214   3,580    (4,994  (216  (8,843  1,729   483   70    198   (1,654  12,801 

Note

aThe derivative financial instruments are represented on a net basis. On a gross basis, derivative financial assets are £5,334m (2016: £8,546m) and derivative financial liabilities are £5,197m (2016: £7,171m).

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    223


Notes to the financial statements

Assets and liabilities move between Level 2 and Level 3 primarily due to (i) an increase or decrease in observable market activity related to an input; or (ii) a change in the significance of the unobservable input, with assets and liabilities classified as Level 3 if an unobservable input is deemed significant.

During 2014, transfers into Level 3 totalled £431m (2013: £15,024m). This was primarily due to:

¡£676m of government and government sponsored debt held as trading portfolio assets following a decrease in observable market activity for UK Gilt strips;

¡£204m in fund and fund linked products held as trading portfolio assets;

¡£(346)m of government and government sponsored debt held as trading portfolio liabilities; and

¡£(108)m of certificates of deposit, commercial paper and other money market instruments which are designated as held at fair value through profit and loss.

Transfers out of Level 3 totalled £155m (2013: £606m). This was primarily due to:

¡£215m of private equity investments held as financial assets designated at fair value through profit and loss;

¡£89m of non-asset backed loans held as trading portfolio assets; and

¡£(166)m of equity derivatives as a result of more observable valuation inputs.

Unrealised gains and losses on Level 3 financial assets and liabilities

The following table discloses the unrealised gains and losses recognised in the year arising on Level 3 financial assets and liabilities held at year end.

 

 
Unrealised gains and losses recognised during the period on Level 3 assets and liabilities held at period end  

 

 
 2014 2013 
  

 

 

 
  As at 31 December

Income statement

 

Other

compre-

hensive

income

£m

 

Total

£m

 

Income statement

 

Other

compre-

hensive

income

£m

 

Total  

£m  

 
  

 

 

     

 

 

    

        Trading
income

£m

 Other
income
£m
 

        Trading
income

£m

 Other
income
£m
 

 

 

Trading portfolio assets

   466             466    222             222    

Financial assets designated at fair value

   1,849    (9       1,840    (1,276  10         (1,266)   

Available for sale assets

       572    80     652        (5  27     22    

Trading portfolio liabilities

   (3           (3               –    

Financial liabilities designated at fair value

   98    118         216    74             74    

Other

       5         5    (27  (31    ��  (58)   

Net derivative financial instruments

   (238           (238  (411  (75       (486)   

 

 

Total

   2,172    686    80     2,938    (1,418  (101  27     (1,492)   

 

 

The trading income of £1,849m within financial assets designated at fair value was primarily due to gains on the ESHLA fixed rate loan portfolio as a result of a decrease in interest rate forward curves offset by the reduction in fair value of £935m arising from the valuation methodology change described on page 243. The gains relating to interest rate curves are offset by a trading loss recognised on the Level 2 derivative instruments that hedge the ESHLA loan portfolio interest rate risk.

Trading income of £466m on trading portfolio assets and net derivative financial instruments of £(238)m was driven by the effects of the decrease in interest rate forward curves, with Level 3 assets and liabilities increasing over the period.

Other income of £572m on available for sale assets was driven by foreign exchange fluctuations and a £461m valuation gain on the US Lehman acquisition assets.

Valuation techniques and sensitivity analysis

Sensitivity analysis is performed on products with significant unobservable inputs (Level 3) to generate a range of reasonably possible alternative valuations. The sensitivity methodologies applied take account of the nature of valuation techniques used, as well as the availability and reliability of observable proxy and historical data and the impact of using alternative models.

Sensitivities are dynamically calculated on a monthly basis. The calculation is based on range or spread data of a reliable reference source or a scenario based on relevant market analysis alongside the impact of using alternative models. Sensitivities are calculated without reflecting the impact of any diversification in the portfolio.

The valuation techniques used for the material products within Levels 2 and 3, and observability and sensitivity analysis for products within Level 3 are described below.

|  247


Notes to the financial statements

Assets and liabilities held at fair value

    

    

18 Fair value of financial instrumentscontinued

Interest rate derivatives

Description: These are derivatives linked to interest rates or inflation indices. This category includes futures, interest rate and inflation swaps, swaptions, caps, floors, inflation options, balance guaranteed swaps and other exotic interest rate derivatives.

Valuation: Interest rate derivative cash flows are valued using interest rate yield curves whereby observable market data is used to construct the term structure of forward rates. This is then used to project and discount future cash flows based on the parameters of the trade. Instruments with optionality are valued using volatilities implied from market observable inputs. Exotic interest rate derivatives are valued using industry standard and bespoke models based on observable and unobservable market parameter inputs. Input parameters include interest rates, volatilities, correlations and others as appropriate. Where unobservable, a parameter will be set with reference to an observable proxy. Inflation forward curves and interest rate yield curves are extrapolated beyond observable tenors.

Balance guaranteed swaps are valued using cash flow models that calculate fair value based on loss projections, prepayment, recovery and discount rates. These parameters are determined by reference to underlying asset performance, independent research, ABX indices, broker quotes, observable trades on similar securities, and third party pricing sources. Prepayment is projected based on observing historic prepayment rates.

Observability: In general, input parameters are deemed observable up to liquid maturities which are determined separately for each parameter and underlying. Certain correlation, convexity, long dated forwards and volatility exposures are unobservable beyond liquid maturities. Unobservable model inputs are set by referencing liquid market instruments and applying extrapolation techniques to match the appropriate risk profile.

Level 3 sensitivity: Sensitivity relating to unobservable valuation inputs is based on the dispersion of consensus data services where available, otherwise stress scenarios or historic data are used.

Foreign exchange derivatives

Description: These are derivatives linked to the foreign exchange (FX) market. This category includes FX forward contracts, FX swaps and FX options. The vast majority are traded as OTC derivatives.

Valuation: Exotic and non-exotic derivatives are valued using industry standard and bespoke models. Input parameters include FX rates, interest rates, FX volatilities, interest rate volatilities, FX interest rate correlations and others as appropriate. Unobservable model inputs are set by referencing liquid market instruments and applying extrapolation techniques to match the appropriate risk profile.

Observability: Certain correlations, long dated forwards and volatilities are unobservable beyond liquid maturities.

Level 3 sensitivity: Sensitivity relating to unobservable valuation inputs is primarily based on the dispersion of consensus data services.

Credit derivatives

Description: These are derivatives linked to the credit spread of a referenced entity, index or basket of referenced entities or a pool of referenced assets via securitisation. This category includes single name and index Credit Default Swaps (CDS), asset backed CDS, synthetic Collateralised Debt Obligations (CDOs), and Nth-to-default basket swaps.

Valuation: CDS are valued using a market standard model that incorporates the credit curve as its principal input. Credit spreads are observed directly from broker data, third party vendors or priced to proxies. Where credit spreads are unobservable, they are determined with reference to recent transactions or proxied from bond spreads on observable trades of the same issuer or other similar entities. Synthetic CDOs are valued using a model that calculates fair value based on credit spreads, recovery rates, correlations and interest rates, and is calibrated to the index tranche market.

Observability: CDS contracts referencing entities that are not actively traded are considered unobservable. The correlation input to synthetic CDO valuation is considered unobservable as it is proxied from the observable index tranche market. Where an asset backed credit derivative does not have an observable market price and the valuation is determined using a model, an instrument is considered unobservable.

Level 3 sensitivity: The sensitivity of valuations of the illiquid CDS portfolio is determined by applying a shift to each spread curve. The shift is based on the average range of pricing observed in the market for similar CDS.

Synthetic CDO sensitivity is calculated using correlation levels derived from the range of contributors to a consensus bespoke service.

Commodity derivatives

Description: These products are exchange traded and OTC derivatives based on underlying commodities such as metals, crude oil and refined products, agricultural, power and natural gas.

Valuation: The valuations of commodity swaps and options are determined using models incorporating discounting of cash flows and other industry standard modelling techniques. Valuation inputs include forward curves, volatilities implied from market observable inputs and correlations. Unobservable inputs are set with reference to similar observable products or by applying extrapolation techniques from the observable market.

Observability: Certain correlations, forward curves and volatilities for longer dated exposures are unobservable.

Level 3 sensitivity: Sensitivity is determined primarily by measuring historical variability over two years. Where historical data is unavailable or uncertainty is due to volumetric risk, sensitivity is measured by applying appropriate stress scenarios or using proxy bid-offer spread levels.

Equity derivatives

Description: These are derivatives linked to equity indices and single names. This category includes exchange traded and OTC equity derivatives including vanilla and exotic options.

Valuation: The valuations of OTC equity derivatives are determined using industry standard models. Input parameters include stock prices, dividends, volatilities, interest rates, equity repo curves and, for multi-asset products, correlations. Unobservable model inputs are determined by reference to liquid market instruments and applying extrapolation techniques to match the appropriate risk profile.

248  |


 

18 Fair value of financial instrumentscontinued

Observability: In general, input parameters are deemed observable up to liquid maturities which are determined separately for each parameter and underlying.

Level 3 sensitivity: Sensitivity is estimated based on the dispersion of consensus data services either directly or through proxies.

Derivative exposure to monoline insurers

Description: These products are derivatives through which credit protection has been purchased on structured debt instruments (primarily collateralised loan obligations or CLOs) from monoline insurers.

Valuation: Given the bespoke nature of the CDS, the primary valuation input is the price of the cash instrument it protects.

Observability: While the market value of the cash instrument underlying the CDS contract may be observable, its use in the valuation of CDS is considered unobservable due to the bespoke nature of the monoline CDS contracts.

Level 3 sensitivity: Due to the high degree of uncertainty, the sensitivity reflects the impact of writing down the credit protection element of fair value to zero.

Government and government sponsored debt

Description: These are government bonds, supra sovereign bonds and agency bonds.

Valuation: Liquid government bonds actively traded through an exchange or clearing house are marked to the closing levels observed in these markets. Less liquid bonds are valued using observable market prices which are sourced from broker quotes, inter-dealer prices or other reliable pricing services. Where there are no observable market prices, fair value is determined by reference to either issuances or CDS spreads of the same issuer as proxy inputs to obtain discounted cash flow amounts.

Observability: Where an observable market price is not available, the bond is considered Level 3.

Level 3 sensitivity: Sensitivity is calculated by using the range of observable proxy prices.

Corporate debt

Description: This primarily contains corporate bonds.

Valuation: Corporate bonds are valued using observable market prices which are sourced from broker quotes, inter-dealer prices or other reliable pricing services. Where there are no observable market prices, fair value is determined by reference to either issuances or CDS spreads of the same issuer as proxy inputs to obtain discounted cash flow amounts. In the absence of observable bond or CDS spreads for the respective issuer, similar reference assets or sector averages are applied as a proxy (the appropriateness of proxies being assessed based on issuer, coupon, maturity and industry).

Observability: Where an observable market price is not available, the security is considered Level 3.

Level 3 sensitivity: The sensitivity for the corporate bonds portfolio is determined by applying a shift to each underlying position driven by average ranges of external levels observed in the market for similar bonds.

Non-asset backed loans

Description: This category is largely made up of fixed rate loans, such as the ESHLA portfolio, which are valued using models that discount expected future cash flows.

Valuation: Fixed rate loans are valued using models that calculate fair value based on observable interest rates and unobservable loan spreads. Unobservable loan spreads incorporate funding costs, the level of comparable assets such as gilts, issuer credit quality and other factors.

Observability: Within this population, the unobservable input is the loan spread.

Level 3 sensitivity: The sensitivity for fixed rate loans is calculated by applying a shift to loan spreads.

Asset backed securities

Description: These are securities that are linked to the cash flows of a pool of referenced assets via securitisation. This category includes residential mortgage backed securities, commercial mortgage backed securities, CDOs, CLOs and other asset backed securities.

Valuation: Where available, valuations are based on observable market prices which are sourced from broker quotes and inter-dealer prices. Otherwise, valuations are determined using industry standard discounted cash flow analysis that calculates the fair value based on valuation inputs such as constant default rate, conditional prepayment rate, loss given default and yield. These inputs are determined by reference to a number of sources including proxying to observed transactions, market indices or market research, and by assessing underlying collateral performance.

Proxying to observed transactions, indices or research requires an assessment and comparison of the relevant securities’ underlying attributes including collateral, tranche, vintage, underlying asset composition (historical losses, borrower characteristics, and loan attributes such as loan-to-value ratio and geographic concentration) and credit ratings (original and current).

Observability: Where an asset backed product does not have an observable market price, and the valuation is determined using a discounted cash flow analysis, an instrument is considered unobservable.

Level 3 sensitivity: The sensitivity analysis for asset backed products is based on externally sourced pricing dispersion, defined at the position level.

|  249


Notes to the financial statements

Assets and liabilities held at fair value

Unrealised gains and losses on Level 3 financial assets and liabilities

The following table discloses the unrealised gains and losses recognised in the year arising on Level 3 financial assets and liabilities held at year end.

 

Unrealised gains and losses recognised during the period on Level 3 assets and liabilities held at year end 
   2017  2016 
   Income statement  Other     Income statement  Other    
As at 31 December   

      Trading

income

£m

 

 

 

  

Other

      income

£m

 

 

 

  

    compre-

hensive

income

£m

 

 

 

 

  

          Total

£m

 

 

  

      Trading

income

£m

 

 

 

  

Other

      income

£m

 

 

 

  

    compre-

hensive

income

£m

 

 

 

 

  

           Total

£m

a 

 

Trading portfolio assets   (34        (34  243         243 
Financial assets designated at fair value   147   200      347   227   271      498 
Available for sale investments      (4  29   25      6   70   76 
Investment property      (10     (10     2      2 
Trading portfolio liabilities   3         3   (1        (1
Financial liabilities designated at fair value   58   10      68   96   (6     90 
Net derivative financial instruments   (301        (301  175         175 
Assets and liabilities held for sale                  128      128 
Total   (127  196   29   98   740   401   70   1,211 

 

Note

a  The unrealised gain of £1,211m on Level 3 assets in 2016 is largely offset by losses on related Level 2 and Level 1 portfolio hedges.

 

 

   

 
Sensitivity analysis of valuations using unobservable inputs 
   2017  2016 
   Favourable changes  Unfavourable changes  Favourable changes  Unfavourable changes 
    

Income
statement
£m
 
 
 
  

Equity

£m

 

 

  

Income
statement
£m
 
 
 
  

Equity

£m

 

 

  

Income
statement
£m
 
 
 
  

Equity

£m

 

 

  

Income
statement
£m
 
 
 
  

Equity

£m

 

 

Interest rate derivatives   114      (138     209      (249   
Foreign exchange derivatives   6      (6     15      (15   
Credit derivatives   106      (79     127      (133   
Equity derivatives   99      (99     163      (164   
Commodity derivatives   3      (3     5      (5   
Corporate debt   4      (3     7      (2   
Certificates of deposit, commercial paper and other money market instruments                     (1   
Non asset backed loans   243      (468     462      (597   
Asset backed securities   1            1      (1   
Issued debt                         
Equity cash products   12   24   (8  (24  12   26   (11  (26
Private equity investments   133   13   (138  (13  104   18   (104  (21
Assets and liabilities held for sale               3      (3   
Othera   5      (5     155      (113   
Total   726   37   (947  (37  1,263   44   (1,398  (47

Note

aOther includes commercial real estate loans, funds and fund linked products, asset backed loans, physical commodities and investment property.

18 Fair value of financial instrumentscontinued

Commercial real estate loans

Description: This portfolio includes loans that are secured by a range of commercial property types including retail, hotel, office, multi-family and industrial properties.

Valuation: Performing loans are valued using discounted cash flow analysis which considers the characteristics of the loan such as property type, geographic location, credit quality and property performance reviews in order to determine an appropriate credit spread. Where there is significant uncertainty regarding loan performance, valuation is based on independent third party appraisals or bids for the underlying properties. Independent third party appraisals are determined by discounted cash flow analysis. The key valuation inputs are yield and loss given default.

Observability: Since each commercial real estate loan is unique in nature, and the secondary loan market is relatively illiquid, valuation inputs are generally considered unobservable.

Level 3 sensitivity: For performing loans, sensitivity is determined by stressing the credit spread for each loan. For loans which have significant uncertainty regarding loan performance, sensitivity is determined by either a range of bids or by stressing the inputs to independent third party appraisals.

Issued debt

Description: This category contains Barclays’ issued notes.

Valuation: Fair valued Barclays’ issued notes are valued using discounted cash flow techniques and industry standard models incorporating various observable input parameters depending on the terms of the instrument.

Observability: Barclays’ issued notes are generally observable. Structured notes are debt instruments containing embedded derivatives. Where either an input to the embedded derivative or the debt instrument is deemed unobservable and significant to the overall valuation of the note, the structured note is classified as Level 3.

Level 3 sensitivity: Sensitivity to the unobservable input in the embedded derivative is calculated in line with the method used for the derivative instrument concerned and incorporated within the derivative lines.

Private equity investments

Description: This category includes private equity investments.

Valuation: Private equity investments are valued in accordance with the ‘International Private Equity and Venture Capital Valuation Guidelines’. This requires the use of a number of individual pricing benchmarks such as the prices of recent transactions in the same or similar entities, discounted cash flow analysis, and comparison with the earnings multiples of listed comparative companies. Full valuations are generally performed at least biannually, with the positions reviewed periodically for material events that might impact upon fair value. The valuation of unquoted equity instruments is subjective by nature. However, the relevant methodologies are commonly applied by other market participants and have been consistently applied over time.

Observability: Unobservable inputs include earnings estimates, multiples of comparative companies, marketability discounts and discount rates.

Level 3 sensitivity: The relevant valuation models are each sensitive to a number of key assumptions, such as projected future earnings, comparator multiples, marketability discounts and discount rates. Valuation sensitivity is estimated by flexing such assumptions to reasonable alternative levels and determining the impact on the resulting valuation.

Other

Description: The US Lehman acquisition assets are included within Other. For more details, refer to Note 29. Other also includes investment property and non-current assets held for sale. See below for more details.

Level 3 sensitivity: No stress has been applied to the receivables relating to the Lehman acquisition (Note 29). The sensitivity inherent in the measurement of the receivables is akin to a litigation provision. Due to this, an upside and downside stress on a basis comparable with the other assets cannot be applied.

Investment property

Description: Investment property consists of commercial real estate property including most of the major property types: retail, office, industrial and multi-family properties.

Valuation: Investment property is valued using competitive asset specific market bids. When bids are unavailable, valuations are determined by independent third party appraisers through a discounted cash flow analysis. The key inputs to the discounted cash flow valuation are capitalisation rates, yields, growth rate, and loss given default.

Observability: Since each investment property is unique in nature and the commercial real estate market is illiquid, valuation inputs are largely unobservable.

Non-current assets held for sale

Description: Non-current assets held for sale materially consists of the Spanish business, which includes all assets and liabilities of Barclays Bank S.A.U. and its subsidiaries being offered for sale.

Valuation: Non-current assets held for sale are valued at the lower of carrying value and fair value less cost to sell. The Spanish business has been recognised at the agreed price less costs to sell.

Observability: There is no liquid market for such transactions and therefore valuation inputs are largely unobservable.

Level 3 sensitivity: The Spanish business is valued at the agreed price less costs to sell and is not expected to display significant sensitivity.

250  |


18 Fair value of financial instrumentscontinued

Complex derivative instruments

Valuation estimates made by counterparties with respect to complex derivative instruments, for the purpose of determining the amount of collateral to be posted, often differ, sometimes significantly, from Barclays’ own estimates. In almost all cases, Barclays has been able to successfully resolve such differences or otherwise reach an accommodation with respect to collateral posting levels, including in certain cases by entering into compromise collateral arrangements. Due to the ongoing nature of collateral calls, Barclays will often be engaged in discussion with one or more counterparties in respect of such differences at any given time. Valuation estimates made by counterparties for collateral purposes are, like any other third-party valuation, considered when determining Barclays’ fair value estimates.

Sensitivity analysis of valuations using unobservable inputs

 
 Fair value Favourable changes Unfavourable changes 
  Total
assets
£m
 Total
liabilities
£m
 Income
statement
£m
 Equity
£m
 Income
statement
£m
 Equity
£m
 

As at 31 December 2014

         

Interest rate derivatives

   1,239     (1,344  70         (71    

Foreign exchange derivatives

   108     (138  36         (36    

Credit derivativesa

   1,966     (409  81         (229    

Equity derivatives

   1,247     (2,092  220         (220    

Commodity derivatives

   185     (337  46         (46    

Government and government sponsored debt

   1,014     (346           (2    

Corporate debt

   3,061     (13  26     (1  (9  (4

Certificates of deposit, commercial paper and other money market instruments

        (665  3         3      

Non-asset backed loans

   17,744         1,164         (820    

Asset backed securities

   1,631         46     1    (72  (1

Commercial real estate loans

   1,180         20         (19    

Issued debt

        (749                 

Equity cash products

   171              11        (11

Funds and fund linked products

   631     (210  14         (14    

Otherb

   17,663     (13,297  180     82    (156  (55

Total

   47,840     (19,600  1,906     93    (1,691  (71

As at 31 December 2013

         

Interest rate derivatives

   1,031     (1,046  246         (251    

Foreign exchange derivatives

   117     (86  32         (32    

Credit derivativesa

   2,200     (780  145         (287    

Equity derivatives

   1,266     (1,867  234         (234    

Commodity derivatives

   399     (540  41         (41    

Government and government sponsored debt

   220         1         (1    

Corporate debt

   3,040     (12  10         (4    

Certificates of deposit, commercial paper and other money market instruments

        (409                 

Non-asset backed loans

   16,132         151         (1,177    

Asset backed securities

   2,112         104     1    (74  (1

Commercial real estate loans

   1,198         61         (29    

Issued debt

   1     (1,164     

Equity cash products

   168              12        (12

Funds and fund linked products

   550     (54  25         (25    

Otherb

   4,509     (1  208     58    (203  (47

Total

   32,943     (5,959  1,258     71    (2,358  (60

The effect of stressing unobservable inputs to a range of reasonably possible alternatives, alongside considering the impact of using alternative models, would be to increase fair values by up to £1.9bn (2013: £1.3bn)£763m (2016: £1,307m) or to decrease fair values by up to £1.7bn (2013: £2.4bn)£984m (2016: £1,445m) with substantially all the potential effect impacting the income statementprofit and loss rather than directly impacting equity. reserves.

224    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


18 Fair value of financial instrumentscontinued

Significant unobservable inputs

The increase in favourable changefollowing table discloses the valuation techniques and corresponding decrease in unfavourable changesignificant unobservable inputs for non-asset backed loans between 2014assets and 2013 has resulted from theliabilities recognised at fair value methodology change described on page 243, which moved the fair valuation for the ESHLA portfolio towards the middle ofand classified as Level 3 along with the range of potential outcomes.values used for those significant unobservable inputs:

 

    Valuation technique(s)  Significant unobservable inputs  

2017

Range

   

2016

Range

      
                      Min               Max                  Min                 Max                  Unitsa 
Derivative financial instrumentsb            
Interest rate  Discounted cash flows  Inflation forwards     1   3    (1  8    % 
derivatives    Credit spread     45   1,320    25   1,669    bps 
  Comparable pricing  Price     -   100    -   100    points 
  Option model  Inflation volatility     35   201    35   207    bp vol 
    IR – IR correlation     (24  99    (26  98    % 
    FX – IR correlation     (30  24    (15  81    % 
      Interest rate volatility     5   353    9   295    bp vol 
Credit derivatives  Discounted cash flows  Credit spread     122   190    133   274    bps 
Equity derivatives  Option model  Equity volatility     3   92    1   150    % 
    Equity – equity correlation     (100  100    (90  100    % 
    Equity – FX correlation     (100  45    (80  25    % 
   Discounted cash flow  Discounted margin     (105  301    (130  331    bps 
Non-derivative financial instruments            
Non-asset backed loans  Discounted cash flows  Loan spread     30   596    30   1,495    bps 
    Price        50       99    points 
   Comparable pricing  Price        100       100    points 
Corporate debt  Comparable pricing  Price        100       121    points 
   Discounted cash flows  Credit spread     140   190    145   190    bps 
Asset backed securities  Comparable pricing  Price        99       270    points 
Private equity investments  EBITDA multiple  EBITDA multiple     8   13    5   17    multiple 

Notes

aThe units used to disclose ranges for significant unobservable inputs are percentages, points and basis points. Points are a percentage of par; for example, 100 points equals 100% of par. A basis point equals 1/100th of 1%; for example, 150 basis points equals 1.5%.
bCertain derivative instruments are classified as Level 3 due to a significant unobservable credit spread input into the calculation of the Credit Valuation Adjustment for the instruments. The range of significant unobservable credit spreads is between31-596 bps (2016:65-874bps).

The following section describes the significant unobservable inputs identified in the table above, and the sensitivity of fair value measurement of the instruments categorised as Level 3 assets or liabilities to increases in significant unobservable inputs. Where sensitivities are described, the inverse relationship will also generally apply.

Where reliable interrelationships can be identified between significant unobservable inputs used in fair value measurement. A description of those interrelationships is included below.

Forwards

A price or rate that is applicable to a financial transaction that will take place in the future.

In general, a significant increase in a forward in isolation will result in a fair value increase for the contracted receiver of the underlying (currency, bond, commodity, etc.), but the sensitivity is dependent on the specific terms of the instrument.

Credit derivatives includes derivativespread

Credit spreads typically represent the difference in yield between an instrument and a benchmark security or reference rate. Credit spreads reflect the additional yield that a market participant demands for taking on exposure to monoline insurers.the credit risk of an instrument and form part of the yield used in a discounted cash flow calculation.

b    Other includes non-current assets and liabilities held for sale, which are measured atIn general, a significant increase in credit spread in isolation will result in a movement in a fair value decrease for a cash asset.

For a derivative instrument, a significant increase in credit spread in isolation can result in a fair value increase or decrease depending on the specific terms of the instrument.

Volatility

Volatility is a non-recurring basis, privatemeasure of the variability or uncertainty in return for a given derivative underlying. It is an estimate of how much a particular underlying instrument input or index will change in value over time. In general, volatilities are implied from observed option prices. For unobservable options the implied volatility may reflect additional assumptions about the nature of the underlying risk, and the strike/maturity profile of a specific contract.

In general a significant increase in volatility in isolation will result in a fair value increase for the holder of a simple option, but the sensitivity is dependent on the specific terms of the instrument.

There may be interrelationships between unobservable volatilities and other unobservable inputs (e.g. when equity investments, asset backed loans, US Lehman acquisition assetsprices fall, implied equity volatilities generally rise) but these are generally specific to individual markets and investment property.may vary over time.

 

|  251
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    225



Notes to the financial statements

Assets and liabilities held at fair value

18 Fair value of financial instrumentscontinued

Correlation

Correlation is a measure of the relationship between the movements of two variables. Correlation can be a significant input into valuation of derivative contracts with more than one underlying instrument. Credit correlation generally refers to the correlation between default processes for the separate names that make up the reference pool of a CDO structure.

A significant increase in correlation in isolation can result in a fair value increase or decrease depending on the specific terms of the instrument.

Comparable price

Comparable instrument prices are used in valuation by calculating an implied yield (or spread over a liquid benchmark) from the price of a comparable observable instrument, then adjusting that yield (or spread) to account for relevant differences such as maturity or credit quality. Alternatively, aprice-to-price basis can be assumed between the comparable and unobservable instruments in order to establish a value.

In general, a significant increase in comparable price in isolation will result in an increase in the price of the unobservable instrument. For derivatives, a change in the comparable price in isolation can result in a fair value increase or decrease depending on the specific terms of the instrument.

Loan spread

Loan spreads typically represent the difference in yield between an instrument and a benchmark security or reference rate. Loan spreads typically reflect credit quality, the level of comparable assets such as gilts and other factors, and form part of the yield used in a discounted cash flow calculation.

The ESHLA portfolio primarily consists of long dated fixed rate loans extended to counterparties in the UK Education, Social Housing and Local Authority sectors. The loans are categorised as Level 3 in the fair value hierarchy due to their illiquid nature and the significance of unobservable loan spreads to the valuation. Valuation uncertainty arises from the long dated nature of the portfolio, the lack of secondary market in the loans and the lack of observable loan spreads. The majority of ESHLA loans are to borrowers in heavily regulated sectors that are considered extremely low credit risk, and have a history of zero defaults since inception. While the overall loan spread range is from 30bps to 596bps (2016: 30bps to 1,495bps), the vast majority of spreads are concentrated towards the bottom end of this range, with 99% of the loan notional being valued with spreads less than 200bps consistently for both years.

In general, a significant increase in loan spreads in isolation will result in a fair value decrease for a loan.

Loss given default (LGD)

Loss given default represents the expected loss upon liquidation of the collateral as a percentage of the balance outstanding.

In general, a significant increase in the LGD in isolation will translate to lower recovery and lower projected cash flows to pay to the securitisation, resulting in a movement in fair value that is unfavourable for the holder of the securitised product.

EBITDA Multiple

EBITDA multiple is the ratio of the valuation of the investment to the Earnings before interest, taxes, depreciation and amortization. In general a significant increase in the multiple will result in a fair value increase for an investment.

Fair value adjustments

Key balance sheet valuation adjustments are quantified below:

    

            2017

£m

  

            2016

£m

 
Exit price adjustments derived from marketbid-offer spreads   (391  (475
Uncollateralised derivative funding   (45  (82
Derivative credit valuation adjustments   (103  (237
Derivative debit valuation adjustments   131   242 

Exit price adjustments derived from marketbid-offer spreads

The Group usesmid-market pricing where it is a market maker and has the ability to transact at, or better than, mid price (which is the case for certain equity, bond and vanilla derivative markets). For other financial assets and liabilities,bid-offer adjustments are recorded to reflect the exit level for the expected close out strategy. The methodology for determining thebid-offer adjustment for a derivative portfolio involves calculating the net risk exposure by offsetting long and short positions by strike and term in accordance with the risk management and hedging strategy.

Bid-offer levels are generally derived from market quotes such as broker data. Less liquid instruments may not have a directly observablebid-offer level. In such instances, an exit price adjustment may be derived from an observablebid-offer level for a comparable liquid instrument, or determined by calibrating to derivative prices, or by scenario or historical analysis.

Exit price adjustments derived from marketbid-offer spreads have reduced by £84m to £391m as a result of risk reduction and spread tightening.

Discounting approaches for derivative instruments

Collateralised

In line with market practice, the methodology for discounting collateralised derivatives takes into account the nature and currency of the collateral that can be posted within the relevant credit support annex (CSA). The CSA aware discounting approach recognises the ‘cheapest to deliver’ option that reflects the ability of the party posting collateral to change the currency of the collateral.

18 Fair value of financial instrumentscontinued

226    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F

Significant unobservable inputs

The following table discloses the valuation techniques and significant unobservable inputs for assets and liabilities recognised at fair value and classified as Level 3 along with the range of values used for those significant unobservable inputs:

  

Total

assets

 

Total

liabilities

 Valuation 

Significant  

unobservable  

2014

Range

 

2013

Range

    
  £m £m technique(s) inputs  Min Max Min Max Unitsa 

Derivative financial instrumentsb

          

Interest rate

  1,239    (1,344 Discounted cash flows  Inflation forwards    (0.5  11    (0.1  4       

derivatives

   Option model  Inflation volatility    0.4    3    1    2       
    IR – IR correlation    (88  100    (34  100       
    FX – IR correlation    14    90    14    90       
            Interest rate volatility        97    8    52       

Credit derivatives

  1,966    (409 Discounted cash flows  Credit spread    116    240    138    1,530     bps   
   Correlation model  Credit correlation    36    90    22    81       
    Credit spread    6    5,898    206    934     bps   
          Comparable pricing  Price    64    100        100     points   

Equity derivatives

  1,247    (2,092  Equity volatility    1    97    13    97       
    Equity – equity correlation    (55  99    25    96       
            Equity – FX correlation    (80  55    (91  55       

Non-derivative financial instruments

          

Corporate debt

  3,061    (13 Discounted cash flows  Credit spread    140    900    138    540     bps   
          Comparable pricing  Price        104        120     points   

Asset backed

  1,631       Discounted cash flows  Conditional prepayment rate        5        54       

securities

    Constant default rate        9        15       
    Loss given default    45    100        100       
    Yield    3    11        52       
    Credit spread    74    2,688    13    5,305     bps   
          Comparable pricing  Price        100        201     points   

Commercial real

  1,180       Discounted cash flows  Loss given default        100        100       

estate loans

    Yield    4    8    2    26       
            Credit spread    124    675    134    294     bps   

Non-asset backed

  17,744       Discounted cash flows  Loan spread    39    1,000        1,124     bps   

securities

                                 

Otherc

  2,320    (182 Discounted cash flows  Constant default rate            2    10       
    Loss given default            33    95       
    Yield    8    9    3    35       
   Comparable pricing  Price        133        102     points   
          Net asset valued Net asset value                       

Notes

a The units used to disclose ranges for significant unobservable inputs are percentages, points and basis points. Points are a percentage of par; for example, 100 points equals 100% of par. A basis point equals 1/100th of 1%; for example, 150 basis points equals 1.5%.
bCertain derivative instruments are classified as Level 3 due to a significant unobservable credit spread input into the calculation of the Credit Valuation Adjustment for the instruments. The range of significant unobservable credit spreads is between 53-825bps.
cOther includes private equity investments, asset-backed loans, US Lehman acquisition assets and investment property.
dA range has not been provided for net asset value as there would be a wide range reflecting the diverse nature of the positions.


252  |


    

    

18 Fair value of financial instrumentscontinued

Uncollateralised

A fair value adjustment of £45m is applied to account for the impact of incorporating the cost of funding into the valuation of uncollateralised and partially collateralised derivative portfolios and collateralised derivatives where the terms of the agreement do not allow the rehypothecation of collateral received. This adjustment is referred to as the ‘Funding Fair Value Adjustment’ (FFVA). FFVA has decreased by £37m to £45m mainly as a result of material trade unwinds.

FFVA is determined by calculating the net expected exposure at a counterparty level and applying a funding rate to the exposure that reflects the market cost of funding. Barclays’ internal Treasury rates are used as an input to the calculation. The approach takes into account the probability of default of each counterparty, as well as any mandatory break clauses.

FFVA incorporates a scaling factor which is an estimate of the extent to which the cost of funding is incorporated into observed traded levels. On calibrating the scaling factor, it is with the assumption that Credit Valuation Adjustments (CVA) and Debit Valuation Adjustments (DVA) are retained as valuation components incorporated into such levels. The effect of incorporating this scaling factor at 31 December 2017 was to reduce FFVA by £138m (2016: £246m).

The approach outlined above has been in use since 2012 with no significant changes.

Barclays continues to monitor market practices and activity to ensure the approach to uncollateralised derivative valuation remains appropriate. The above approach has been in use since 2012 with no significant changes.

Derivative credit and debit valuation adjustments

CVA and DVA are incorporated into derivative valuations to reflect the impact on fair value of counterparty credit risk and Barclays’ own credit quality respectively. These adjustments are calculated for uncollateralised and partially collateralised derivatives across all asset classes. CVA and DVA are calculated using estimates of exposure at default, probability of default and recovery rates, at a counterparty level. Counterparties include (but are not limited to) corporates, sovereigns and sovereign agencies and supranationals.

Exposure at default is generally estimated through the simulation of underlying risk factors through approximating with a more vanilla structure, or by using current or scenario-based mark to market as an estimate of future exposure.

Probability of default and recovery rate information is generally sourced from the CDS markets. Where this information is not available, or considered unreliable, alternative approaches are taken based on mapping internal counterparty ratings onto historical or market-based default and recovery information. In particular, this applies to sovereign related names where the effect of using the recovery assumptions implied in CDS levels would imply a £50m (2016: £95m) increase in CVA.

Correlation between counterparty credit and underlying derivative risk factors, termed‘wrong-way,’ or‘right-way’ risk, is not systematically incorporated into the CVA calculation but is adjusted where the underlying exposure is directly related to the counterparty.

CVA decreased by £134m to £103m, primarily due to reductions in the average maturity of the portfolio driven by trade unwinds. DVA reduced by £111m to £131m, primarily as a result of Barclays’ credit spreads tightening and trade unwinds.

Portfolio exemptions

The Group uses the portfolio exemption in IFRS 13 Fair Value Measurement to measure the fair value of groups of financial assets and liabilities. Instruments are measured using the price that would be received to sell a net long position (i.e. an asset) for a particular risk exposure or to transfer a net short position (i.e. a liability) for a particular risk exposure in an orderly transaction between market participants at the balance sheet date under current market conditions. Accordingly, the Group measures the fair value of the group of financial assets and liabilities consistently with how market participants would price the net risk exposure at the measurement date.

Unrecognised gains as a result of the use of valuation models using unobservable inputs

For instruments where fair value cannot be evidenced by reference to observable market data, initial recognition occurs at the transaction price. This is achieved by recognising a reserve for the difference between unobservable fair value and transaction price.

For financial instruments measured at fair value on an ongoing basis the reserve was £109m (2016: £179m). During 2017 there were additions of £34m (2016: £29m) and amortisation and releases of £104m (2016: £37m).

Third party credit enhancements

Structured and brokered certificates of deposit issued by Barclays are insured up to $250,000 per depositor by the Federal Deposit Insurance Corporation (FDIC) in the US. The FDIC is funded by premiums that Barclays and other banks pay for deposit insurance coverage. The carrying value of these issued certificates of deposit that are designated under the IAS 39 fair value option includes this third party credit enhancement. Theon-balance sheet value of these brokered certificates of deposit amounted to £4,070m (2016: £3,905m).

 

18 Fair value of financial instrumentscontinued

The following section describes the significant unobservable inputs identified in the table above, and the sensitivity of fair value measurement of the instruments categorised as Level 3 assets or liabilities to increases in significant unobservable inputs. Where sensitivities are described, the inverse relationship will also generally apply.

Where reliable interrelationships can be identified between significant unobservable inputs used in fair value measurement, a description of those interrelationships is included below.

Comparable price

Comparable instrument prices are used in valuation by calculating an implied yield (or spread over a liquid benchmark) from the price of a comparable observable bond, then adjusting that yield (or spread) to derive a value for the unobservable bond. The adjustment to yield (or spread) should account for relevant differences in the bonds such as maturity or credit quality. Alternatively, a price-to-price basis can be assumed between the comparable instrument and bond being valued in order to establish the value of the bond.

In general, a significant increase in comparable price in isolation will result in a movement in fair value that is favourable for the holder of a cash instrument.

For a derivative instrument, a significant increase in an input derived from a comparable price in isolation can result in a movement in fair value that is favourable or unfavourable depending on the specific terms of the instrument.

Conditional prepayment rate

Conditional prepayment rate is the proportion of voluntary, unscheduled repayments of loan principal by a borrower. Prepayment rates affect the weighted average life of securities by altering the timing of future projected cash flows.

A significant increase in a conditional prepayment rate in isolation can result in a movement in fair value that is favourable or unfavourable depending on the specific terms of the instrument.

Conditional prepayment rates are typically inversely correlated to credit spread i.e. securities with high borrower credit spread typically experience lower prepayment rates, and also tend to experience higher default rates.

Constant default rate

The constant default rate represents an annualised rate of default of the loan principal by the borrower.

A significant increase in a constant default rate in isolation can result in a movement in fair value that is favourable or unfavourable depending on the specific terms of the instrument.

Constant default rate and conditional prepayment rates are typically inversely correlated: fewer defaults on loans typically will mean higher credit quality and therefore more prepayments.

Correlation

Correlation is a measure of the relationship between the movements of two variables (i.e. how the change in one variable influences a change in the other variable). Correlation is a key input into valuation of derivative contracts with more than one underlying instrument. For example, where an option contract is written on a basket of underlying names, the volatility of the basket, and hence the fair value of the option, will depend on the correlation between the basket components. Credit correlation generally refers to the correlation between default processes for the separate names that make up the reference pool of a collateralised debt obligation structure.

A significant increase in correlation in isolation can result in a movement in fair value that is favourable or unfavourable depending on the specific terms of the instrument.

Credit spread

Credit spreads typically represent the difference in yield between an instrument and a benchmark security or reference rate. Credit spreads reflect the additional yield that a market participant would demand for taking exposure to the credit risk of an instrument, and form part of the yield used in a discounted cash flow calculation.

In general, a significant increase in credit spread in isolation will result in a movement in fair value that is unfavourable for the holder of a cash asset.

For a derivative instrument, a significant increase in credit spread in isolation can result in a movement in fair value that is favourable or unfavourable depending on the specific terms of the instrument.

Loan spread

Loan spreads typically represent the difference in yield between an instrument and a benchmark security or reference rate. Loan spreads typically reflect funding costs, credit quality, the level of comparable assets such as gilts and other factors, and form part of the yield used in a discounted cash flow calculation.

In general, a significant increase in loan spreads in isolation will result in a movement in fair value that is unfavourable for the holder of a loan.

Forwards

A price or rate that is applicable to a financial transaction that will take place in the future. A forward is generally based on the spot price or rate, adjusted for the cost of carry, and defines the price or rate that will be used to deliver a currency, bond, commodity or some other underlying instrument at a point in the future. A forward may also refer to the rate fixed for a future financial obligation, such as the interest rate on a loan payment. In general, a significant increase in a forward in isolation will result in a movement in fair value that is favourable for the contracted receiver of the underlying (currency, bond, commodity, etc.), but the sensitivity is dependent on the specific terms of the instrument.

Loss given default (LGD)

Loss given default represents the expected loss upon liquidation of the collateral as a percentage of the balance outstanding.

In general, a significant increase in the LGD in isolation will translate to lower recovery and lower projected cash flows to pay to the securitisation, resulting in a movement in fair value that is unfavourable for the holder of the securitised product.

|  253
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    227



Notes to the financial statements

Assets and liabilities held at fair value

18 Fair value of financial instrumentscontinued

Comparison of carrying amounts and fair values for assets and liabilities not held at fair value

The following table summarises the fair value of financial assets and liabilities measured at amortised cost on the Group’s balance sheet:

      2017  2016 
      

Carrying

amount

£m

  

Fair value

£m

  

Level 1

£m

  

Level 2

£m

  

Level 3

£m

  

Carrying

amount

£m

  

Fair value

£m

  

Level 1

£m

  

Level 2

£m

  

Level 3

£m

 
Financial assets           
Held to maturity   5,109   5,285   5,285         5,176   5,347   5,347       
Loans and advances to banks   35,663   35,660   3,701   31,959      43,251   43,228   7,256   34,987   985 
Loans and advances to customers:           
– Home loans   147,002   145,262         145,262   144,765   141,155         141,155 

– Credit cards, unsecured and other retail lending

   55,767   55,106   655      54,451   57,808   57,699   737   42   56,920 

– Finance lease receivablesa

   2,854   2,964            1,602   1,598    

– Corporate loans

   159,929   157,890      109,140   48,750   188,609   186,715    126,979   59,736 
Reverse repurchase agreements and other similar secured lending   12,546   12,546      12,546      13,454   13,454      13,454    
Assets included in disposal groups classified as held for saleb   1,164   1,195         1,195   43,593   44,838   1,070   4,614   39,154 
Financial liabilities           
Deposits from banks   (37,723  (37,729  (4,375  (33,354     (48,214  (48,212  (5,256  (42,895  (61
Customer accounts:           

– Current and demand accounts

   (145,950  (145,927  (145,927        (138,204  (138,197  (127,258  (10,921  (18

– Savings accounts

   (134,339  (134,369  (134,369        (133,344  (133,370  (120,471  (12,891  (8

– Other time deposits

   (148,832  (148,897  (62,750  (80,296  (5,851  (151,630  (151,632  (48,853  (96,240  (6,539
Debt securities in issue   (73,314  (74,752     (72,431  (2,321  (75,932  (76,971  (196  (74,712  (2,063
Repurchase agreements and other similar secured borrowing   (40,338  (40,338     (40,338     (19,760  (19,760     (19,760   
Subordinated liabilities   (23,826  (25,084     (25,084     (23,383  (24,547     (24,547   
Liabilities included in disposal groups classified as held for saleb                   (51,775  (51,788  (22,264  (28,998  (526

Notes

aThe fair value hierarchy for finance lease receivables is not required as part of the standard.
bDisposal groups held for sale and measured at fair value less cost to sell are included in the fair value table.

The fair value is an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As a wide range of valuation techniques are available, it may not be appropriate to directly compare this fair value information to independent market sources or other financial institutions. Different valuation methodologies and assumptions can have a significant impact on fair values which are based on unobservable inputs.

Financial assets

The carrying value of financial assets held at amortised cost is determined in accordance with the relevant accounting policy in Note 20.

Loans and advances to banks

The fair value of loans and advances, for the purpose of this disclosure, is derived from discounting expected cash flows in a way that reflects the current market price for lending to issuers of similar credit quality. Where market data or credit information on the underlying borrowers is unavailable, a number of proxy/extrapolation techniques are employed to determine the appropriate discount rates.

There is minimal difference between the fair value and carrying amount due to the short-term nature of the lending, i.e. predominantly overnight deposit, and the high credit quality of counterparties.

Loans and advances to customers

The fair value of loans and advances to customers, for the purpose of this disclosure, is derived from discounting expected cash flows in a way that reflects the current market price for lending to issuers of similar credit quality.

For retail lending, i.e. home loans and credit cards, tailored discounted cash flow models are predominantly used to estimate the fair value of different product types. For example, for home loans different models are used to estimate fair values of tracker, offset and fixed rate mortgage products.

Key inputs to these models are the differentials between historic and current product margins and estimated prepayment rates.

The discount of fair value to carrying amount for home loans has reduced to 1.2% (2016: 2.5%) due to changes in product mix across the loan portfolio and movements in product margins.

The fair value of corporate loans is calculated by the use of discounted cash flow techniques where the gross loan values are discounted at a rate of difference between contractual margins and hurdle rates or spreads where Barclays charges a margin over LIBOR depending on credit quality and loss given default and years to maturity. The discount between the carrying and fair value has increased to 1.3% (2016: 1.0%).

18 Fair value of financial instrumentscontinued

Net Asset Value

Net asset value represents the total value of a fund’s assets and liabilities.

In general, a significant increase in net asset value in isolation will result in a movement in fair value that is favourable for a fund.

Volatility

Volatility is a key input in the valuation of derivative products containing optionality. Volatility is a measure of the variability or uncertainty in returns for a given derivative underlying. It represents an estimate of how much a particular underlying instrument, parameter or index will change in value over time. In general, volatilities will be implied from observed option prices. For unobservable options the implied volatility may reflect additional assumptions about the nature of the underlying risk, as well as reflecting the given strike/maturity profile of a specific option contract.

In general a significant increase in volatility in isolation will result in a movement in fair value that is favourable for the holder of a simple option, but the sensitivity is dependent on the specific terms of the instrument.

There may be inter-relationships between unobservable volatilities and other unobservable inputs that can be implied from observation (e.g. when equity prices fall, implied equity volatilities generally rise) but these are specific to individual markets and may vary over time.

Yield

The rate used to discount projected cash flows in a discounted future cash flow analysis.

In general, a significant increase in yield in isolation will result in a movement in fair value that is unfavourable for the holder of a cash instrument.

Fair value adjustments

Key balance sheet valuation adjustments are quantified below:

  2014 2013 
  £m £m 

Bid-offer valuation adjustments

   (396  (406

Other exit adjustments

   (169  (208

Uncollateralised derivative funding

   (100  (67

Derivative credit valuation adjustments:

   

– Monolines

   (24  (62

– Other derivative credit valuation adjustments

   (394  (322

Derivative debit valuation adjustments

   177    310  

Bid-offer valuation adjustments

The Group uses mid-market pricing where it is a market maker and has the ability to transact at, or better than, mid price (which is the case for certain equity, bond and vanilla derivative markets). For other financial assets and liabilities, bid-offer adjustments are recorded to reflect the price for the expected close out strategy. The methodology for determining the bid-offer adjustment for a derivative portfolio involves calculating the net risk exposure by offsetting long and short positions by strike and term in accordance with the risk management and hedging strategy. Bid-offer levels are derived from market sources, such as broker data.

Other exit adjustments

Market data input for exotic derivatives may not have a directly observable bid-offer spread. In such instances, an exit adjustment is applied as a proxy for the bid-offer adjustment. An example of this is correlation risk where an adjustment is applied to reflect the possible range of values that market participants apply. The exit adjustment may be determined by calibrating to derivative prices, or by scenario analysis or historical analysis. The other exit adjustments have reduced by £39m to £169m respectively as a result of movements in market bid-offer spreads.

Discounting approaches for derivative instruments

Collateralised

In line with market practice, the methodology for discounting collateralised derivatives takes into account the nature and currency of the collateral that can be posted within the relevant Credit Support Annex (CSA). This CSA-aware discounting approach recognises the ‘cheapest to deliver’ option that reflects the ability of the party posting collateral to change the currency of the collateral.

Uncollateralised

A fair value adjustment of £100m is applied to account for the impact of incorporating the cost of funding into the valuation of uncollateralised derivative portfolios and collateralised derivatives where the terms of the agreement do not allow the rehypothecation of collateral received. This adjustment is referred to as the ‘Funding Fair Value Adjustment’ (FFVA). FFVA has increased by £33m to £100m mainly as a result of interest rates decreasing, causing uncollateralised exposures to increase.

FFVA is determined by calculating the net expected exposure at a counterparty level and applying a funding rate to these exposures that reflects the market cost of funding. Barclays’ internal Treasury lending rates are used as an input to the calculation. The approach takes into account the probability of default of each counterparty, as well as any mandatory break clauses.

The FFVA incorporates a scaling factor which is an estimate of the extent to which the cost of funding is incorporated into observed traded levels. On calibrating the scaling factor, it is with the assumption that Credit Valuation Adjustments (CVA) and Debit Valuation Adjustments (DVA) are retained as valuation components incorporated into such levels. The effect of incorporating this scaling factor at 31 December 2014 was to reduce the FFVA by £300m (2013: £200m).

228    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


254  |


    

    

18 Fair value of financial instrumentscontinued

Reverse repurchase agreements

The fair value of reverse repurchase agreements approximates carrying amount as these balances are generally short dated and fully collateralised.

Financial liabilities

The carrying value of financial instruments continued

Uncollateralised derivative trading activity is used to determine this scaling factor. The trading history analysed includes new trades, terminations, trade restructures and novations. The FFVA balance and movement is driven by the Barclays own cost of funding spread over LIBOR, counterparty default probabilities and recovery rates, as well as the market value of the underlying derivatives. Movements in the market value of the portfolio in scope for FFVA are mainly driven by interest rates, inflation rates and Foreign Exchange levels.

Barclays continues to monitor market practices and activity to ensure the approach to uncollateralised derivative valuation remains appropriate. The above approach has been in use since 2012 with no significant changes.

Derivative credit and debit valuation adjustments

Credit valuation adjustments (CVAs) and debit valuation adjustments (DVAs) are incorporated into derivative valuations to reflect the impact on fair value of counterparty credit risk and Barclays own credit quality respectively. These adjustments are modelled for OTC derivatives across all asset classes. Calculations are derived from estimates of exposure at default, probability of default and recovery rates, on a counterparty basis. Counterparties include (but are not limited to) corporates, monolines, sovereigns and sovereign agencies, supranationals, and special-purpose vehicles.

Exposure at default for CVA and DVA is generally based on expected exposure, estimated through the simulation of underlying risk factors. For some complex products, where this approach is not feasible, simplifying assumptions are made, either through proxying with a more vanilla structure, or using current or scenario-based mark to market as an estimate of future exposure. Where strong collateralisation agreement exists as a mitigant to counterparty risk, the exposure is set to zero.

Probability of default and recovery rate information is generally sourced from the CDS markets. For counterparties where this information is not available, or considered unreliable due to the nature of the exposure, alternative approaches are taken based on mapping internal counterparty ratings onto historical or market-based default and recovery information. In particular, this applies to sovereign related names where the effect of using the recovery assumptions implied in CDS levels would imply a £120m (2013: £105m) increase in CVA.

Correlation between counterparty credit and underlying derivative risk factors may lead to a systematic bias in the valuation of counterparty credit risk, termed ‘wrong-way’ or ‘right-way’ risk. This is not incorporated into the CVA calculation, but risk of wrong-way exposure is controlled at the trade origination stage.

Derivative credit valuation adjustments increased by £34m to £418m primarily due to an increase in exposure as a result of lower interest rates, partially offset by a reduction in monoline exposure. Derivative debit valuation adjustments have reduced by £133m to £177m primarily as a result of improvements in Barclays credit.

Portfolio exemptions

The Group uses the portfolio exemption in IFRS 13 Fair Value Measurement to measure the fair value of groups of financial assets and liabilities. Instruments are measured using the price that would be received to sell a net long position (i.e. an asset) for a particular risk exposure or to transfer a net short position (i.e. a liability) for a particular risk exposure in an orderly transaction between market participants at the balance sheet date under current market conditions. Accordingly, the Group measures the fair value of the group of financial assets and liabilities consistently with how market participants would price the net risk exposure at the measurement date.

Unrecognised gains as a result of the use of valuation models using unobservable inputs

The amount that has yet to be recognised in income that relates to the difference between the transaction price (the fair value at initial recognition) and the amount that would have arisen had valuation models using unobservable inputs been used on initial recognition, less amounts subsequently recognised, is £96m (2013: £137m). There are no additions (2013: £53m) and £41m (2013: £64m) of amortisation and releases.

The reserve held for unrecognised gains is predominantly related to derivative financial instruments.

Third party credit enhancements

Structured and brokered certificates of deposit issued by Barclays Group are insured up to $250,000 per depositor, by the Federal Deposit Insurance Corporation (FDIC) in the United States. The FDIC is funded by premiums that Barclays and other banks pay for deposit insurance coverage. The carrying value of these issued certificates of deposit that are designated under the IAS 39 fair value option includes this third party credit enhancement. The on balance sheet value of these brokered certificates of deposit amounted to £3,650m (2013: £3,136m).

Valuation control framework

The valuation control framework covers fair value positions and is a key control in ensuring the material accuracy of valuations.

The valuation control function within Finance is responsible for independent price verification, oversight of prudent and fair value adjustments and escalation of valuation issues.

Governance over the valuation process is the responsibility of the Valuation Committee, and this is the governance forum to which valuation issues are escalated.

The Valuation Committee meets on a monthly basis and is responsible for overseeing valuation policy and practice within the Group. It provides reports to the Board Audit Committee, which examines the judgements taken on valuation and related disclosures.

Price verification uses independently sourced data that is deemed most representative of the market. The characteristics against which the data source is assessed are independence, reliability, consistency with other sources and evidence that the data represents an executable price. The most current data available at balance sheet date is used. Where significant variances are noted in the independent price verification process, an adjustment is made to fair value. Additional fair value adjustments may be made to reflect such factors as bid-offer spreads, market data uncertainty, model limitations and counterparty risk – further detail on these fair value adjustments is disclosed on page 254.

|  255


Fair values of other debt securities in issue are based on quoted prices where available, or where the instruments are short dated, carrying amount approximates fair value. The fair value difference has increased to 2.0% (2016: 1.4%).

Repurchase agreements

The fair value of repurchase agreements approximates carrying amounts as these balances are generally short dated.

Subordinated liabilities

Fair values for dated and undated convertible andnon-convertible loan capital are based on quoted market rates for the issuer concerned or issuers with similar terms and conditions.

19 Offsetting financial assets and financial liabilities

In accordance with IAS 32Financial Instruments: Presentation, the Group reports financial assets and financial liabilities on a net basis on the balance sheet only if there is a legally enforceable right to set off the recognised amounts and there is intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. The following table shows the impact of netting arrangements on:

Notes to the financial statements

Assets and liabilities held at amortised cost is determined in accordance with the accounting policy in Note 22.

Deposits from banks and customer accounts

In many cases, the fair value disclosed approximates carrying value because the instruments are short term in nature or have interest rates that reprice frequently, such as customer accounts and other deposits and short-term debt securities.

The fair value for deposits with longer term maturities mainly time deposits, are estimated using discounted cash flows applying either market rates or current rates for deposits of similar remaining maturities. Consequently the fair value discount is minimal. There were transfers of £34,163m of deposits from banks and customers from Level 2 to Level 1 to reflect the market observability of these product types.

Debt securities in issue

all financial assets and liabilities that are reported net on the balance sheet

 

18 Fair value of financial instrumentscontinued

Comparison of carrying amounts and fair values for assets and liabilities not held at fair value

The following table summarises the fair value of financial assets and liabilities measured at amortised cost on the Group’s balance sheet:

As at 31 December 2014

Carrying
amount
£m
 

Fair

value

£m

 Quoted
market
prices
(Level 1)
£m
 Observable
inputs
(Level 2)
£m
 

Significant
unobservable
inputs
(Level 3)

£m

 

Financial assets

      

Loans and advances to banks

   42,111    42,088    2,693    38,756    639  

Loans and advances to customers:

      

– Home loans

   166,974    159,602            159,602  

– Credit cards, unsecured and other retail lending

   63,583    63,759    1,214    488    62,057  

– Finance lease receivables

   5,439    5,340              

– Corporate loans

   191,771    188,805    233    143,231    45,341  

Reverse repurchase agreements and other similar secured lending

   131,753    131,753    2    131,751      

Financial liabilities

      

Deposits from banks

   (58,390  (58,388  (4,257  (54,117  (14

Customer accounts:

      

– Current and demand accounts

   (143,057  (143,085  (126,732  (16,183  (170

– Savings accounts

   (131,163  (131,287  (116,172  (15,086  (29

– Other time deposits

   (153,484  (153,591  (43,654  (101,736  (8,201

Debt securities in issue

   (86,099  (87,522  (188  (87,334    

Repurchase agreements and other similar secured borrowing

   (124,479  (124,479  (423  (124,056    

Subordinated liabilities

   (21,153  (22,718      (22,701  (17
      

As at 31 December 2013

      

Financial assets

      

Loans and advances to banks

   39,422    39,408    3,849    31,572    3,987  

Loans and advances to customers:

      

– Home loans

   179,527    170,793            170,793  

– Credit cards, unsecured and other retail lending

   64,551    63,944    2,790    1,659    59,495  

– Finance lease receivables

   5,827    5,759              

– Corporate loans

   184,332    180,499    635    119,749    60,115  

Reverse repurchase agreements and other similar secured lending

   186,779    186,756        186,756      

Financial liabilities

      

Deposits from banks

   (55,615  (55,646  (4,886  (50,478  (282

Customer accounts:

      

– Current and demand accounts

   (134,849  (134,849  (129,369  (3,254  (2,226

– Savings accounts

   (123,824  (123,886  (106,964  (15,876  (1,046

– Other time deposits

   (173,325  (173,056  (41,815  (120,073  (11,168

Debt securities in issue

   (86,693  (87,022  (872  (85,471  (679

Repurchase agreements and other similar secured borrowing

   (196,748  (196,748      (196,748    

Subordinated liabilities

   (21,695  (22,193      (22,158  (35

The fair value is an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As a wide range of valuation techniques are available, it may not be appropriate to directly compare this fair value information to independent market sources or other financial institutions. Different valuation methodologies and assumptions can have a significant impact on fair values which are based on unobservable inputs.

256  |


18 Fair value of financial instrumentscontinued

Financial assets

The carrying value of financial assets held at amortised cost (including loans and advances to banks and customers, and other lending such as reverse repurchase agreements and cash collateral on securities borrowed) is determined in accordance with the relevant accounting policy noted on pages 259 to 260.

Loans and advances to banks

The fair value of loans and advances, for the purpose of this disclosure, is derived from discounting expected cash flows in a way that reflects the current market price for lending to issuers of similar credit quality. Where market data or credit information on the underlying borrowers is unavailable, a number of proxy/extrapolation techniques are employed to determine the appropriate discount rates.

There is minimal difference between the fair value and carrying amount due to the short term nature of the lending (i.e. predominantly overnight deposits) and the high credit quality of counterparties.

Loans and advances to customers

The fair value of loans and advances to customers, for the purpose of this disclosure, is derived from discounting expected cash flows in a way that reflects the current market price for lending to issuers of similar credit quality.

For retail lending (i.e. Home loans and Credit cards) tailored discounted cash flow models are used to estimate the fair value of different product types. For example, for home loans different models are used to estimate fair values of tracker, offset and fixed rate mortgage products. Key inputs to these models are the differentials between historic and current product margins and estimated prepayment rates.

The discount of fair value to carrying amount for home loans has reduced to 4.4% (2013: 5.0%) due to changes in product mix across the loan portfolio and movements in product margins.

The fair value of Corporate loans is calculated by the use of discounted cash flow techniques where the gross loan values are discounted at a rate of difference between contractual margins and hurdle rates or spreads where Barclays charges a margin over LIBOR depending on credit quality and loss given default and years to maturity. The discount between the carrying and fair value has decreased to 1.5% (2013: 2.1%).

Reverse repurchase agreements

The fair value of reverse repurchase agreements approximates carrying amount as these balances are generally short dated and fully collateralised.

Financial liabilities

The carrying value of financial liabilities held at amortised cost (including customer accounts and other deposits such as repurchase agreements and cash collateral on securities lent, debt securities in issue and subordinated liabilities) is determined in accordance with the accounting policy noted on page 260 and 277.

Deposits from banks and customer accounts

In many cases, the fair value disclosed approximates carrying value because the instruments are short term in nature or have interest rates that re-price frequently such as customer accounts and other deposits and short term debt securities.

The fair value for deposits with longer term maturities such as time deposits, are estimated using discounted cash flows applying either market rates or current rates for deposits of similar remaining maturities. Consequently the fair value discount is minimal.

Debt securities in issue

Fair values of other debt securities in issue are based on quoted prices where available, or where the instruments are short dated, carrying amount approximates fair value. The fair value difference has increased to 1.7% (2013: 0.4%).

Repurchase agreements

The fair value of repurchase agreements approximates carrying amounts as these balances are generally short dated.

Subordinated liabilities

Fair values for dated and undated convertible and non-convertible loan capital are based on quoted market rates for the issue concerned or issues with similar terms and conditions.

|  257


Notes to the financial statements

Assets and liabilities held at fair value

19 Offsetting financial assets and financial liabilities

In accordance with IAS 32 Financial Instruments: Presentation, the group reports financial assets and financial liabilities on a net basis on the balance sheet only if there is a legally enforceable right to set off the recognised amounts and there is intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. The following table shows the impact of netting arrangements on:

¡All financial assets and liabilities that are reported net on the balance sheet; and

¡All
all derivative financial instruments and reverse repurchase and repurchase agreements and other similar secured lending and borrowing agreements that are subject to enforceable master netting arrangements or similar agreements, but do not qualify for balance sheet netting.

The table identifies the amounts that have been offset in the balance sheet and also those amounts that are covered by enforceable netting arrangements (offsetting arrangements and financial collateral) but do not qualify for balance sheet netting.

The table identifies the amounts that have been offset in the balance sheet and also those amounts that are covered by enforceable netting arrangements (offsetting arrangements and financial collateral) but do not qualify for netting under the requirements of IAS 32 described above.

The ‘Net amounts’ presented belownetting under the requirements of IAS 32 described above.

The ‘Net amounts’ presented on the next page are not intended to represent the Group’s actual exposure to credit risk, as a variety of credit mitigation strategies are employed in addition to netting and collateral arrangements.

 

  Amounts subject to enforceable netting arrangements       
 Effects of offsetting on balance sheet Related amounts not offsetc Amounts not   

As at 31 December 2014

 
 
 
Gross
amounts
£m
  
  
  
 
 

 

Amounts
offset

£m

  
a 

  

 
 
 
 

 

Net amounts
reported on
the balance
sheet

£m

  
  
  
b 

  

 
 
 
Financial
instruments
£m
  
  
  
 
 
 
Financial
collateral
£m
  
  
  
 
 
Net amount
£m
  
  
 
 
 
 

 

subject to
enforceable
netting
arrangements

£m

  
  
  
d 

  

 
 

 

Balance sheet
total

£m

  
e 

  

Derivative financial assets

   617,981    (182,274  435,707    (353,631  (52,278  29,798    4,202    439,909  

Reverse repurchase agreements and other similar secured lending

   204,895    (97,254  107,641        (106,436  1,205    24,112    131,753  

Total Assets

   822,876    (279,528  543,348    (353,631  (158,714  31,003    28,314    571,662  

Derivative financial liabilities

   (617,161  184,496    (432,665  353,631    54,311    (24,723  (6,655  (439,320

Repurchase agreements and other similar secured borrowing

   (202,218  97,254    (104,964      104,023    (941  (19,515  (124,479

Total Liabilities

   (819,379  281,750    (537,629  353,631    158,334    (25,664  (26,170  (563,799

As at 31 December 2013

         

Derivative financial assets

   603,684    (264,816  338,868    (279,802  (44,621  14,445    11,432    350,300  

Reverse repurchase agreements and other similar secured lending

   246,281    (93,508  152,773        (151,833  940    34,006    186,779  

Total Assets

   849,965    (358,324  491,641    (279,802  (196,454  15,385    45,438    537,079  

Derivative financial liabilities

   (598,472  264,681    (333,791  279,802    40,484    (13,505  (13,327  (347,118

Repurchase agreements and other similar secured borrowing

   (253,966  93,508    (160,458      159,686    (772  (36,290  (196,748

Total Liabilities

   (852,438  358,189    (494,249  279,802    200,170    (14,277  (49,617  (543,866

Related amounts not offset

Derivative assets and liabilities

The ‘Financial instruments’ column identifies financial assets and liabilities that are subject
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    229


Notes to set off under netting agreements, such as the ISDA Master Agreement or derivative exchange or clearing counterparty agreements, whereby all outstanding transactions with the same counterparty can be offset and close-out netting applied across all outstanding transaction covered by the agreements if an event of default or other predetermined events occur.

Financial collateral refers to cash and non-cash collateral obtained, typically daily or weekly, to cover the net exposure between counterparties by enabling the collateral to be realised in an event of default or if other predetermined events occur.

Repurchase and reverse repurchase agreements and other similar secured lending and borrowing

The ‘Financial instruments’ column identifies financial assets and liabilities that are subject to set off under netting agreements, such as global master repurchase agreements and global master securities lending agreements, whereby all outstanding transactions with the same counterparty can be offset and close-out netting applied across all outstanding transaction covered by the agreements if an event of default or other predetermined events occur.

Financial collateral typically comprises highly liquid securities which are legally transferred and can be liquidated in the event of counterparty default.

These offsetting and collateral arrangements and other credit risk mitigation strategies used by the Group are further explained in the Credit risk mitigation section on page 364 to 366.

Notes

aAmounts offset for Derivative financial assets include cash collateral netted of £1,052m (2013: £329m). Amounts offset for Derivative liabilities include cash collateral netted of £3,274m (2013: £194m). Settlements assetsstatements

Assets and liabilities have been offset amounting to £13,258m (2013: £6,699m). No other significant recognisedheld at fair value

19 Offsetting financial assets and financial liabilities were offset in the balance sheet. Therefore, the only balance sheet categories necessary for inclusion in the tablecontinued

    Amounts subject to enforceable netting arrangements         
    Effects of offsetting on-balance  sheet  Related amounts not offseta       
As at 31 December 2017   

Gross

amounts

£m

 

 

 

  

Amounts

offset

£m

 

b 

 

  

Net amounts

reported on

the balance

sheet

£m

 

 

 

 

 

  

Financial

instruments

£m

 

 

 

  

Financial

collateral

£m

 

 

 

  

Net

amount

£m

 

 

 

  

Amounts not

subject to

enforceable

netting

arrange-

ments

£m

 

 

 

 

 

c 

 

  

Balance

sheet total

£m

 

d 

 

Derivative financial assets   256,881   (21,638  235,243   (184,265  (39,262  11,716   2,426   237,669 
Reverse repurchase agreements and other similar secured lendinge   326,340   (223,495  102,845      (102,380  465   9,741   112,586 
Total assets   583,221   (245,133  338,088   (184,265  (141,642  12,181   12,167   350,255 
Derivative financial liabilities   (253,030  21,065   (231,965  184,265   36,444   (11,256  (6,380  (238,345
Repurchase agreements and other similar secured borrowinge   (374,616  223,495   (151,121     151,073   (48  (15,908  (167,029
Total liabilities   (627,646  244,560   (383,086  184,265   187,517   (11,304  (22,288  (405,374
As at 31 December 2016         
Derivative financial assets   353,078   (11,934  341,144   (273,602  (49,923  17,619   5,482   346,626 
Reverse repurchase agreements and other similar secured lending   257,430   (187,262  70,168      (69,932  236   6,448   76,616 
Total assets   610,508   (199,196  411,312   (273,602  (119,855  17,855   11,930   423,242 
Derivative financial liabilities   (345,752  10,962   (334,790  273,602   47,383   (13,805  (5,697  (340,487
Repurchase agreements and other similar secured borrowinge   (257,854  187,262   (70,592     68,897   (1,695  (4,878  (75,470
Total liabilities   (603,606  198,224   (405,382  273,602   116,280   (15,500  (10,575  (415,957

Notes

aFinancial collateral of £39,262m (2016: £49,923m) was received in respect of derivative assets, including £33,092m (2016: £41,641m) of cash collateral and £6,170m (2016: £8,282m) ofnon-cash collateral. Financial collateral of £36,444m (2016: £47,383m) was placed in respect of derivative liabilities, including £32,575m (2016: £43,763m) of cash collateral and £3,869m (2016: £3,620m) ofnon-cash collateral. The collateral amounts are those shown above.
bThe table excludes Reverse repurchase agreements designated at fair value which are subject to enforceable master netting arrangements of £4bn (2013: £2bn).
cFinancial collateral is reflected at its fair value, but has been limited to the net balance sheet exposure so as to not to include any over-collateralisation. Of the £33,092m (2016: £41,641m) cash collateral held, £19,351m (2016: £26,834m) was included in deposits from banks and £13,741m (2016: £14,807m), was included in customer accounts. Of the £32,575m (2016: £43,763m) cash collateral placed, £14,493m (2016: £17,587m) was included in loans and advances to banks and £18,082m (2016: £26,176m) was included in loans and advances to customers.
bAmounts offset for Derivative financial assets include cash collateral netted of £2,393m (2016: £972m). Amounts offset for Derivative financial liabilities include cash collateral netted of £1,820m (2016: £nil). Settlements assets and liabilities have been offset amounting to £13,241m (2016: £10,486m). No other significant recognised financial assets and liabilities were offset in the balance sheet. Therefore, the only balance sheet categories necessary for inclusion in the table are those shown above.
cThis column includes contractual rights ofset-off that are subject to uncertainty under the laws of the relevant jurisdiction.
dThis column includes contractual rights of set-off that are subject to uncertainty under the laws of the relevant jurisdiction.
eThe balance sheet total is the sum of ‘Net amounts reported on the balance sheet’ that are subject to enforceable netting arrangements and ‘Amounts not subject to enforceable netting arrangements’.

eRepurchase and Reverse Repurchase agreements include instruments at amortised cost and instruments designated at fair value through profit and loss. Reverse Repurchase agreements and other similar secured lending of £112,586m (2016: £76,616m) is split by fair value £100,040m (2016: £63,162m) and amortised cost £12,546m (2016: £13,454m). Repurchase agreements and other similar secured borrowing of £167,029m (2016: £75,470m) is split by fair value £126,691m (2016: £55,710m) and amortised cost £40,338m (2016: £19,760m).

Derivative assets and liabilities

The ‘Financial instruments’ column identifies financial assets and liabilities that are subject toset-off under netting agreements, such as the ISDA Master Agreement or derivative exchange or clearing counterparty agreements, whereby all outstanding transactions with the same counterparty can be offset andclose-out netting applied across all outstanding transactions covered by the agreements if an event of default or other predetermined events occur.

Financial collateral refers to cash andnon-cash collateral obtained, typically daily or weekly, to cover the net exposure between counterparties by enabling the collateral to be realised in an event of default or if other predetermined events occur.

Repurchase and reverse repurchase agreements and other similar secured lending and borrowing

The ‘Amounts offset’ column identifies financial assets and liabilities that are subject to set off under netting agreements, such as Global Master Repurchase Agreements and Global Master Securities Lending Agreements, whereby all outstanding transactions with the same counterparty can be offset andclose-out netting applied across all outstanding transactions covered by the agreements if an event of default or other predetermined events occur.

Financial collateral typically comprises highly liquid securities which are legally transferred and can be liquidated in the event of counterparty default.

These offsetting and collateral arrangements and other credit risk mitigation strategies used by the Group are further explained in the Credit risk mitigation section on page 86.

 

258  |
230    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F



Notes to the financial statements

Financial instruments held at amortised cost

    

    

 

The notes included in this section focus on assets that are held at amortised cost arising from the Group’s retail and wholesale lending including loans and advances, finance leases, repurchase and reverse repurchase agreements and similar secured lending. Detail regarding the Group’s capitalliquidity and liquiditycapital position can be found on pages 153-177.124 to 145.

20 Loans and advances to banks and customers

 

 

Accounting for financial instruments held at amortised cost

Loans and advances to customers and banks, customer accounts, debt securities and most financial liabilities, are held at amortised cost. That is, the initial fair value (which is normally the amount advanced or borrowed) is adjusted for repayments and the amortisation of coupon, fees and expenses to represent the effective interest rate of the asset or liability.

Balances deferred on balance sheet as EIR adjustments are amortised to interest income over the life of the financial instrument to which they relate.

In accordance with IAS 39, where the Group no longer intends to trade in financial assets it may transfer them out of the held-for-tradingheld for trading classification and measure them at amortised cost if they meet the definition of a loan. The initial value used for the purposes of establishing amortised cost is fair value on the date of the transfer.

 

 
 2014 2013   

As at 31 December

 £m   £m    

 

 

Gross loans and advances to banks

   42,111    39,432    

Less: allowance for impairment

       (10)   

 

 

Loans and advances to banks

   42,111    39,422    

 

 

Gross loans and advances to customers

     433,222        441,485    

Less: allowance for impairment

   (5,455  (7,248)   

 

 

Loans and advances to customers

   427,767    434,237    

 

 

Further information on the Group’s loans and advances to banks and customers and impairment allowances are included on pages 111-142.

Prior to 2010 the Group reclassified certain financial assets, originally classified as held for trading, that were deemed to be not held-for-trading purposes to loans and advances. The carrying value and fair value of securities reclassified into loans and advances is £1,862m (2013: £2,812m) and £1,834m (2013: £2,727m) respectively.

If the reclassifications had not been made, the Group’s income statements for 2014 would have included a net gain on the reclassified trading assets of £57m (2013: gain of £57m).

 

|  259


As at 31 December  

2017

£m

  

2016

£m

 
Gross loans and advances to banks   35,663   43,251 
Less: allowance for impairment       
Loans and advances to banks   35,663   43,251 
Gross loans and advances to customers       370,204       397,404 
Less: allowance for impairment   (4,652  (4,620
Loans and advances to customers   365,552   392,784 

Notes to the financial statements

Financial instruments held at amortised cost

21 Finance leases

 

 

Accounting for finance leases

The Group applies IAS 17Leases in accounting for finance leases, both where it is the lessor or the lessee. A finance lease is a lease which confers substantially all the risks and rewards of the leased assets on the lessee. Where the Group is the lessor, the leased asset is not held on the balance sheet; instead a finance lease receivable is recognised representing the minimum lease payments receivable under the terms of the lease, discounted at the rate of interest implicit in the lease. Where the Group is the lessee, the leased asset is recognised in property, plant and equipment and a finance lease liability is recognised, representing the minimum lease payments payable under the lease, discounted at the rate of interest implicit in the lease.

Interest income or expense is recognised in interest receivable or payable, allocated to accounting periods to reflect a constant periodic rate of return.

Finance lease receivables

Finance lease receivables are included within loans and advances to customers. The Group specialises in the provision of leasing and other asset finance facilities across a broad range of asset types to business customers.

 

Finance lease receivables

Finance lease receivables are included within loans and advances to customers. The Group specialises in asset-based lending and works with a broad range of international technology, industrial equipment and commercial companies to provide customised finance programmes to assist manufacturers, dealers and distributors of assets.
    2017   2016 
    

Gross

investment

in finance

lease

  receivables

£m

   

Future

finance

    income

£m

  

Present

value of

minimum

lease

payments

  receivable

£m

   

Un-

  guaranteed

residual

values

£m

   

Gross

investment

in finance

lease

  receivables

£m

   

Future

finance

    income

£m

  

Present

value of

minimum

lease

payments

  receivable

£m

   

Un-

  guaranteed

residual

values

£m

 
Not more than one year   1,130    (91  1,039    69    646    (37  609    60 
Over one year but not more than five years   1,750    (135  1,615    156    986    (57  929    132 
Over five years   284    (32  252    21    73    (4  69    19 
Total   3,164    (258  2,906    246    1,705    (98  1,607    211 

Following a review in 2017, a portfolio of assets within loans and advances to customers has been identified as finance leases. This has resulted in an increase in the finance lease receivables balance of £1,537m in 2017 as reflected in the table above.

The impairment allowance for uncollectable finance lease receivables amounted to £57m (2016: £6m).

Finance lease liabilities

The Group leases items of property, plant and equipment on terms that meet the definition of finance leases. Finance lease liabilities are included within Note 26.

As at 31 December 2017, the total future minimum payments under finance leases were £20m (2016: £15m). The carrying amount of assets held under finance leases was £9m (2016: £15m).

 

 

 
 2014 2013 
  

 

 

 
     Present       Present   
 Gross   value of   Gross   value of   
 investment   minimum Un- investment   minimum Un-   
 in finance Future lease guaranteed in finance Future lease guaranteed   
 lease finance payments residual lease finance payments residual   
 receivables income receivable values receivables income receivable values   
 £m £m £m £m £m £m £m £m   

 

 

Not more than one year

   2,139     (304  1,835     125     2,004     (286  1,718     93   

Over one year but not more than five years

   4,159     (682  3,477     293     4,308     (662  3,646     268   

Over five years

   213     (40  173     17     539     (76  463     85   

 

 

Total

   6,511     (1,026  5,485     435     6,851     (1,024  5,827     446   

 

 

The impairment allowance for uncollectable finance lease receivables amounted to £82m (2013: £129m).
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    231


Notes to the financial statements

Financial instruments held at amortised cost

Finance lease liabilities

The Group leases items of property, plant and equipment on terms that meet the definition of finance leases. Finance lease liabilities are included within Note 26 Accruals, deferred income and other liabilities.

As at 31 December 2014, the total future minimum payments under finance leases were £14m (2013: £19m), of which £5m (2013: £5m) was due within one year. The carrying amount of assets held under finance leases was £31m (2013: £16m).

22 Reverse repurchase and repurchase agreements including other similar lending and borrowing

Reverse repurchase agreements (and stock borrowing or similar transaction) are a form of secured lending whereby the Group provides a loan or cash collateral in exchange for the transfer of collateral, generally in the form of marketable securities subject to an agreement to transfer the securities back at a fixed price in the future. Repurchase agreements are where the Group obtains such loans or cash collateral, in exchange for the transfer of collateral.

 

 

Accounting for reverse repurchase and repurchase agreements including other similar lending and borrowing

The Group purchases (a reverse repurchase agreement) or borrows securities subject to a commitment to resell or return them. The securities are not included in the balance sheet as the Group does not acquire the risks and rewards of ownership. Consideration paid (or cash collateral provided) is accounted for as a loan asset at amortised cost.

cost, unless it is designated at fair value through profit and loss.

The Group may also sell (a repurchase agreement) or lend securities subject to a commitment to repurchase or redeem them. The securities are retained on the balance sheet as the Group retains substantially all the risks and rewards of ownership. Consideration received (or cash collateral provided) is accounted for as a financial liability at amortised cost.cost, unless it is designated at fair value through profit and loss.

 

 

 
 2014 2013   
 £m £m   

 

 

Assets

    

Banks

   39,528     67,889    

Customers

   92,225     118,890    

 

 

Reverse repurchase agreements and other similar secured lending

   131,753     186,779    

 

 

Liabilities

    

Banks

   49,940     66,896    

Customers

   74,539     129,852    

 

 

Repurchase agreements and other similar secured borrowing

   124,479     196,748    

 

 

As at 31 December  

2017

£m

   

2016

£m

 
Assets    
Banks   7,374    2,769 
Customers   5,172    10,685 
Reverse repurchase agreements and other similar secured lending at amortised cost   12,546    13,454 
Liabilities    
Banks   30,105    12,820 
Customers   10,233    6,940 
Repurchase agreements and other similar secured borrowing at amortised cost       40,338        19,760 

 

232    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
260  |


 


Notes to the financial statements

Non-current assets and other investments

    

    

 

The notes included in this section focus on the Group’snon-current tangible and intangible

assets and property, plant and equipment, which provide long-term future economic benefits.

 

23 Property, plant and equipment

 

Accounting for property, plant and equipment

The Group applies IAS 16Property Plant and Equipment and IAS 40Investment PropertiesProperties..

Property, plant and equipment is stated at cost, which includes direct and incremental acquisition costs less accumulated depreciation and provisions for impairment, if required. Subsequent costs are capitalised if these result in the enhancement to the asset.

Depreciation is provided on the depreciable amount of items of property, plant and equipment on a straight-line basis over their estimated useful economic lives. Depreciation rates, methods and the residual values underlying the calculation of depreciation of items of property, plant and equipment are kept under review to take account of any change in circumstances. The Group uses the following annual rates in calculating depreciation:

 

Annual rates in calculating depreciationDepreciation rate
Freehold landNot depreciated
Freehold buildings and long-leasehold property (more than 50 years to run)2-3.3%
Leasehold property over the remaining life of the lease (less than 50 years to run)Over the remaining life of the lease
Costs of adaptation of freehold and leasehold property6-10%
Equipment installed in freehold and leasehold property6-10%
Computers and similar equipment17-33%
Fixtures and fittings and other equipment9-20%

   Annual rates in calculating depreciationDepreciation rate

Freehold land

Not depreciated

Freehold buildings and long-leasehold property (more than 50 years to run)

2-3.3%

Leasehold property over the remaining life of the lease (less than 50 years to run)

Over the remaining life of the lease

Costs of adaptation of freehold and leasehold property

6-10%

Equipment installed in freehold and leasehold property

6-10%

Computers and similar equipment

17-33%

Fixtures and fittings and other equipment

9-20%

Where leasehold property has a remaining useful life of less than 17 years, costs of adaptation and installed equipment are depreciated over the remaining life of the lease.

Investment property

The Group initially recognises investment property at cost, and subsequently at fair value at each balance sheet date, reflecting market conditions at the reporting date. Gains and losses on re-measurementremeasurement are included in the income statement.

 

    

Investment
property

£m

  

  Property

£m

  

  Equipment

£m

  

Leased
assets

£m

  

Total

£m

 
Cost      
As at 1 January 2017   81   3,429   3,840   10   7,360 
Additions   114   220   299      633 
Disposals   (69  (18  (1.082  (1  (1,170
Change in fair value of investment properties   (5           (5
Exchange and other movements   (5  (138  (309     (452
As at 31 December 2017   116   3,493   2,748   9   6,366 
Accumulated depreciation and impairment        
As at 1 January 2017      (1,483  (3,043  (9  (4,535
Depreciation charge      (171  (275     (446
Impairment    (28        (28
Disposals         972      972 
Exchange and other movements      14   229      243 
As at 31 December 2017      (1,668  (2,117  (9  (3,794
Net book value   116   1,825   631      2,572 
Cost      
As at 1 January 2016   140   3,919   4,259   62   8,380 
Additions      167   370      537 
Disposals   (6  (761  (631     (1,398
Change in fair value of investment properties                
Exchange and other movementsa   (53  104   (158  (52  (159
As at 31 December 2016   81   3,429   3,840   10   7,360 
Accumulated depreciation and impairment        
As at 1 January 2016      (1,697  (3,177  (38  (4,912
Depreciation charge      (186  (327     (513
Disposals      635   405      1,040 
Exchange and other movementsa      (235  56   29   (150
As at 31 December 2016      (1,483  (3,043  (9  (4,535
Net book value   81   1,946   797   1   2,825 

Notes

aIncludes property, plant and equipment relating to BAGL of £627m (cost of £1,066m less accumulated depreciation of £439m) which was reclassified to held for sale.

 

 

 
 Investment     Leased   
 property Property Equipment assets Total  
 £m £m £m £m £m  

 

 

Cost

      

As at 1 January 2014

   451    3,924    4,552    10    8,937   

Additions and disposals

   (160  174    7        21   

Change in fair value of investment properties

   (1              (1)  

Exchange and other movements

   (83  (44  (209      (336)  

 

 

As at 31 December 2014

   207    4,054    4,350    10    8,621   

 

 

Accumulated depreciation and impairment

      

As at 1 January 2014

       (1,513  (3,201  (7  (4,721)  

Depreciation charge

       (184  (399  (2  (585)  

Disposals

       34    271        305   

Exchange and other movements

       (6  172        166   

 

 

As at 31 December 2014

       (1,669  (3,157  (9  (4,835)  

 

 

Net book value

   207    2,385    1,193    1    3,786   

 

 

Cost

      

As at 1 January 2013

   1,686    4,030    4,794    14    10,524   

Additions and disposals

   (1,052  21    88    (4  (947)  

Change in fair value of investment properties

   41                41   

Exchange and other movements

   (224  (127  (330      (681)  

 

 

As at 31 December 2013

   451    3,924    4,552    10    8,937   

 

 

Accumulated depreciation and impairment

      

As at 1 January 2013

       (1,414  (3,350  (6  (4,770)  

Depreciation charge

       (220  (426  (1  (647)  

Disposals

       113    282        395   

Exchange and other movements

       8    293        301   

 

 

As at 31 December 2013

       (1,513  (3,201  (7  (4,721)  

 

 

Net book value

   451    2,411    1,351    3    4,216   

 

 

|  261
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    233


Notes to the financial statements

Notes to the financial statements

Non-current assets and other investments

23 Property, plant and equipmentcontinued

Property rentals of £5m (2013: £70m) and £14m (2013: £38m) have been included in net investment income and other income respectively. Impairment of £61m (2013: £86m) was charged including £38m in respect of premises relating to restructuring in Europe.

The fair value of investment property is determined by reference to current market prices for similar properties, adjusted as necessary for condition and location, or by reference to recent transactions updated to reflect current economic conditions. Discounted cash flow techniques may be employed to calculate fair value where there have been no recent transactions, using current external market inputs such as market rents and interest rates. Valuations are carried out by management with the support of appropriately qualified independent valuers. Refer to Note 18 Fair value of assets and liabilities for further details.

24 Goodwill and intangible assets

    

    

23 Property, plant and equipmentcontinued

Property rentals of £2m (2016: £7m) and £8m (2016: £6m) have been included in net investment income and other income respectively.

The fair value of investment property is determined by reference to current market prices for similar properties, adjusted as necessary for condition and location, or by reference to recent transactions updated to reflect current economic conditions. Discounted cash flow techniques may be employed to calculate fair value where there have been no recent transactions, using current external market inputs such as market rents and interest rates. Valuations are carried out by management with the support of appropriately qualified independent valuers. Refer to Note 18 for further details.

24 Goodwill and intangible assets

Accounting for goodwill and other intangible assets

Goodwill

The carrying value of goodwill is determined in accordance with IFRS 3Business Combinations and IAS 36Impairment of Assets.

Assets.

Goodwill arisesarising on the acquisition of subsidiaries associates and joint ventures, and represents the excess of the fair value of the purchase consideration over the fair value of the

Group’s share of the assets acquired and the liabilities and contingent liabilities assumed on the date of the acquisition.

Goodwill is reviewed annually for impairment, or more frequently when there are indications that impairment may have occurred. The test involves comparing the carrying value of goodwill with the present value of the pre tax cash flows, discounted at a rate of interest that reflects the inherent risks, of the cash generating unit (CGU) to which the goodwill relates, or the CGU’s fair value if this is higher.

Intangible assets

Intangible assets other than goodwill are accounted for in accordance with IAS 38Intangible Assets.

Assets.

Intangible assets include brands, customer lists, internally generated software, other software, licences and other contracts and core deposit intangibles. They are initially recognised when they are separable or arise from contractual or other legal rights, the cost can be measured reliably and, in the case of intangible assets not acquired in a business combination, where it is probable that future economic benefits attributable to the assets will flow from their use.

Intangible assets are stated at cost (which is, in the case of assets acquired in a business combination, the acquisition date fair value) less accumulated amortisation and provisions for impairment, if any, and are amortised over their useful lives in a manner that reflects the pattern to which they contribute to future cash flows, generally over 12 months-25 years.using the amortisation periods set out below:

 

Annual rates in calculating amortisationAmortisation period
GoodwillNot amortised
Internally generated softwarea12 months to 6 years
Other software12 months to 6 years
Customer lists12 months to 25 years
Licences and other12 months to 25 years

Intangible assets are reviewed for impairment when there are indications that impairment may have occurred.

Note

 

 
   Internally   Core         
   generated Other deposit   Customer Licences   
 Goodwill software software intangibles Brands lists and other Total   
 £m £m £m £m £m £m £m £m   

 

 

2014

         

Cost

         

As at 1 January 2014

   6,346    2,411    556    194    116    1,543    437    11,603    

Additions and disposals

   36    702    176            123    7    1,044    

Exchange and other movements

   (53  127    (250  (8  (4  55    3    (130)   

 

 

As at 31 December 2014

   6,329    3,240    482    186    112    1,721    447    12,517    

 

 

Accumulated amortisation and impairment

         

As at 1 January 2014

   (1,468  (999  (217  (85  (97  (799  (253  (3,918)   

Disposals

       98    21            14    2    135    

Amortisation charge

       (306  (19  (7  (18  (142  (30  (522)   

Impairment charge

       (74  (21          (5      (100)   

Exchange and other movements

   26    24    42    4    4    (30  (2  68    

 

 

As at 31 December 2014

   (1,442  (1,257  (194  (88  (111  (962  (283  (4,337)   

 

 

Net book value

   4,887    1,983    288    98    1    759    164    8,180    

 

 

2013

         

Cost

         

As at 1 January 2013

   6,585    1,844    478    243    149    1,638    476    11,413    

Additions and disposals

       617    79            36    6    738    

Exchange and other movements

   (239  (50  (1  (49  (33  (131  (45  (548)   

 

 

As at 31 December 2013

   6,346    2,411    556    194    116    1,543    437    11,603    

 

 

Accumulated amortisation and impairment

         

As at 1 January 2013

   (1,379  (809  (158  (96  (111  (717  (228  (3,498)   

Disposals

       52                    3    55    

Amortisation charge

       (241  (38  (9  (13  (144  (35  (480)   

Impairment charge

   (79  (38  (19              (3  (139)   

Exchange and other movements

   (10  37    (2  20    27    62    10    144    

 

 

As at 31 December 2013

   (1,468  (999  (217  (85  (97  (799  (253  (3,918)   

 

 

Net book value

   4,878    1,412    339    109    19    744    184    7,685    

 

 

aExceptions to the above rate relate to useful lives of certain core banking platforms that are assessed individually and, if appropriate, amortised over longer periods ranging from 10 to 15 years.

 

262  |


234    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


    

    

24 Goodwill and intangible assetscontinued

Goodwill

Goodwill is allocated to business operations according to business segments as follows:

 

 
 2014 2013   
 £m £m   

 

 

Personal and Corporate Banking

   3,471     3,471    

Africa Banking

   915     948    

Barclaycard

   427     381    

Barclays Non-Core

   74     78    

 

 

Total net book value of goodwill

       4,887         4,878    

 

 

Goodwill

Testing goodwill for impairment involves a significant amount of estimation. This includes the identification of independent cash generating units

24 Goodwill and intangible assetscontinued

    

Goodwill

£m

  

Internally
  generated
software

£m

  

Other

  software
£m

  

  Customer
lists

£m

  

Licences

and other

£m

  

Total

£m

 
2017       
Cost       
As at 1 January 2017   4,847   4,927   204   1,708   551      12,237 
Additions and disposals      662   16   (15  13   676 
Exchange and other movements   (88  (88  207   (146  (45  (160
As at 31 December 2017   4,759   5,501   427   1,547   519   12,753 
Accumulated amortisation and impairment       
As at 1 January 2017   (930  (1,864  (143  (1,231  (343  (4,511
Disposals      207   10   15   24   256 
Amortisation charge      (546  (32  (101  (36  (715
Impairment charge      (52           (52
Exchange and other movements   70   60   (148  108   28   118 
As at 31 December 2017   (860  (2,195  (313  (1,209  (327  (4,904
Net book value   3,899   3,306   114   338   192   7,849 
2016       
Cost       
As at 1 January 2016   5,603   4,112   542   1,665   703   12,625 
Additions and disposals   (77  955   2   59   78   1,017 
Exchange and other movements   (679  (140  (340  (16  (230  (1,405
As at 31 December 2016   4,847   4,927   204   1,708   551   12,237 
Accumulated amortisation and impairment       
As at 1 January 2016   (998  (1,634  (212  (1,081  (478  (4,403
Disposals   77   46   1   14   12   150 
Amortisation charge      (476  (36  (129  (29  (670
Impairment charge      (72  (1     (1  (74
Exchange and other movements   (9  272   105   (35  153   486 
As at 31 December 2016   (930  (1,864  (143  (1,231  (343  (4,511
Net book value   3,917   3,063   61   477   208   7,726 

Goodwill

Goodwill is allocated to business operations according to business segments as follows:

    

2017

£m

   

2016

£m

 
Barclays UK   3,574    3,556 
Barclays International   325    361 
Total net book value of goodwill     3,899        3,917 

Goodwill

Testing goodwill for impairment involves a significant amount of judgement. This includes the identification of independent CGUs and the allocation of goodwill to these units based on which units are expected to benefit from the acquisition. The allocation is reviewed following business reorganisation. Cash flow projections necessarily take into account changes in the market in which a business operates including the level of growth, competitive activity, and the impacts of regulatory change. Determining both the expected pre-tax cash flows and the risk adjusted interest rate appropriate to the operating unit requires the exercise of judgement. The estimation of pre-tax cash flows is sensitive to the periods for which detailed forecasts are available and to assumptions regarding long-term sustainable cash flows.

Other intangible assets

Determining the estimated useful lives of intangible assets (such as those arising from contractual relationships) requires an analysis of circumstances and judgement. The assessment of whether an asset is exhibiting indicators of impairment as well as the calculation of impairment, which requires the estimate of future cash flows and fair values less costs to sell, also requires the preparation of cash flow forecasts and fair values for assets that may not be regularly bought and sold.

Impairment testing of goodwill

During 2014, the Group recognised an impairment charge of £nil (2013: £79m). The impairment charge of £79m recognised in 2013 related to goodwill attributable to businesses acquired by Personal and Corporate Banking which was not supportable based on value in use calculations.

Key assumptions

The key assumptions used for impairment testing are set out below for each significant goodwill balance. Other goodwill of £1,126m (2013: £1,091m) was allocated to multiple cash-generating units based on which units are expected to benefit from the acquisition. The allocation is reviewed following business reorganisations. Cash flow projections necessarily take into account changes in the market in which a business operates including the level of growth, competitive activity, and the impacts of regulatory change. Determining both the expectedpre-tax cash flows and the risk adjusted interest rate appropriate to the operating unit requires the exercise of judgement. The estimation ofpre-tax cash flows is sensitive to the periods for which detailed forecasts are available and to assumptions regarding long-term sustainable cash flows.

Other intangible assets

Determining the estimated useful lives of intangible assets (such as those arising from contractual relationships) requires an analysis of circumstances. The assessment of whether an asset is exhibiting indicators of impairment as well as the calculation of impairment, which requires the estimate of future cash flows and fair values less costs to sell, also requires the preparation of cash flow forecasts and fair values for assets that may not be regularly bought and sold.

Impairment testing of goodwill

During 2017, the Group recognised an impairment charge of £nil (2016: £nil).

Key assumptions

The key assumptions used for impairment testing are set out below for each significant goodwill balance. Other goodwill of £769m (2016: £787m) was allocated to multiple CGUs which are not considered individually significant.

Personal and Corporate Banking (PCB)

Goodwill relating to Woolwich was £3,130m (2013: £3,130m) of the total PCB balance. The carrying value of the cash generating unit (CGU) is determined using an allocation of total group shareholder funds excluding goodwill based on the CGU’s share of risk weighted assets before goodwill balances are added back. The recoverable amount of the CGU has been determined using cash flow predictions based on financial budgets approved by management and covering a five-year period, with a terminal growth rate of 2.4% (2013: 2.1%) applied thereafter. The forecast cash flows have been discounted at a pre-tax rate of 11.0% (2013: 11.8%). Based on these assumptions, the recoverable amount exceeded the carrying amount including goodwill by £17,260m (2013: £8,628m). A one percentage point change in the discount rate would increase or decrease the recoverable amount by £2,888m (2013: £1,757m) whilst a one percentage point change in the terminal growth rate would impact the recoverable amount by £2,070m (2013: £1,210m). A reduction in the forecast cash flows of 10% per annum would reduce the recoverable amount by £2,697m (2013: £1,795m).

Africa

Goodwill relating to the Absa Retail Bank CGU was £631m (2013: £657m) of the total Africa balance. The carrying value of the CGU has been determined by using net asset value. The recoverable amount of Absa Retail Bank has been determined using cash flow predictions based on financial budgets approved by management and covering a five year period, with a terminal growth rate of 6% (2013: 6%) applied thereafter. The forecast cash flows have been discounted at a pre-tax rate of 18.7% (2013: 18.8%a). The recoverable amount calculated based on value in use exceeded the carrying amount including goodwill by £1,623m (2013: £1,424ma). A one percentage point change in the discount rate or the terminal growth rate would increase or decrease the recoverable amount by £329m (2013: £291ma) and £206m (2013: £182ma) respectively. A reduction in the forecast cash flows of 10% per annum would reduce the recoverable amount by £440m (2013: £385ma).

Note

a  The 2013 comparatives have been restated to reflect the use of pre-tax cost of equity.

 

|  263
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    235


Notes to the financial statements

Notes to the financial statements

Non-current assets and other investments

    

    

24 Goodwill and intangible assetscontinued

Barclays UK

Goodwill relating to Woolwich in Personal Banking and Business Banking was £3,130m (2016: £3,130m) of the total Barclays UK balance. The carrying value of the CGU has been determined by using net asset value. The recoverable amount of the CGU, calculated as value in use, has been determined using cash flow predictions based on financial budgets approved by management and covering a five-year period, with a terminal growth rate of 2.0% (2016: 2.0%) applied thereafter. The forecast cash flows have been discounted at apre-tax rate of 13.9% (2016: 14.6%). Based on these assumptions, the recoverable amount exceeded the carrying amount including goodwill by £5,262m (2016: £4,130m). A one percentage point change in the discount rate or terminal growth rate would increase or decrease the recoverable amount by £1,128m (2016: £988m) and £734m (2016: £615m) respectively. A reduction in the forecast cash flows of 10% per annum would reduce the recoverable amount by £1,409m (2016: £1,293m).

The increase in headroom in 2017 reflects changes in discount rate and future cash flow projections.

25 Operating leases

 

25 Operating leases

Accounting for operating leases

The Group applies IAS 17Leases,, for operating leases. An operating lease is a lease where substantially all of the risks and rewards of the leased assets remain with the lessor. Where the Group is the lessor, lease income is recognised on a straight-line basis over the period of the lease unless another systematic basis is more appropriate. The Group holds the leased assets on balance sheet within property, plant and equipment.

Where the Group is the lessee, rentals payable are recognised as an expense in the income statement on a straight-line basis over the lease term unless another systematic basis is more appropriate.

Operating lease receivables

Operating lease receivables

The Group acts as lessor, whereby items of plant and equipment are purchased and then leased to third parties under arrangements qualifying as operating leases. The future minimum lease payments expected to be received undernon-cancellable operating leases was £nil (2016: £nil).

Operating lease commitments

The Group leases various offices, branches and other premises undernon-cancellable operating lease arrangements. With such operating lease arrangements, the asset is kept on the lessor’s balance sheet and the Group reports the future minimum lease payments as an expense over the lease term. The leases have various terms, escalation and renewal rights. There are no contingent rents payable.

Operating lease rentals of £342m (2016: £560m) have been included in administration and general expenses.

The future minimum lease payments by the Group undernon-cancellable

The Group acts as lessor, whereby items of plant and equipment are purchased and then leased to third parties under arrangements qualifying as operating leases. The future minimum lease payments expected to be received under non-cancellable operating leases was £1m (2013: £3m).

Operating lease commitments

The Group leases various offices, branches and other premises under non-cancellable operating lease arrangements. With such operating lease arrangements, the asset is kept on the lessor’s balance sheet and the Group reports the future minimum lease payments as an expense over the lease term. The leases have various terms, escalation and renewal rights. There are no contingent rents payable.

Operating lease rentals of £594m (2013: £645m) have been included in administration and general expenses.

The future minimum lease payments by the Group under non-cancellable operating leases are as follows:

    2017   2016 
    

Property

£m

   

  Equipment

£m

   

  Property

£m

   

  Equipment

£m

 
Not more than one year   332    2    364     
Over one year but not more than five years   844    21    974    23 
Over five years   1,337        1,520     
Total       2,513    23    2,858    23 

Total future minimum sublease payments to be received undernon-cancellable subleases was £53m (2016: £2m).

 

 

 
 2014 2013 
  

 

 

 
 Property
£m
 Equipment
£m
 Property
£m
 Equipment  
£m  
 

 

 

Not more than one year

   403     41     567     34    

Over one year but not more than five years

   1,147     106     1,220     124    

Over five years

   2,036          2,441     8    

 

 

Total

   3,586     147     4,228     166    

 

 

Total future minimum sublease payments to be received under non-cancellable subleases was £99m (2013: £108m).

236    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F
264  |


 


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

    

    

 

The notes included in this section focus on the Group’s accruals, provisions and contingent liabilities. Provisions are recognised for present obligations arising as consequences of past events where it is probable that a transfer of economic benefit will be necessary to settle the obligation, and it can be reliably estimated. Contingent liabilities reflect potential liabilities that are not recognised on the balance sheet.

26 Accruals, deferred income and other liabilities

 

    

                2017

£m

   

                2016

£m

 
Accruals and deferred income   3,951      4,422 
Other creditors   4,563    4,382 
Obligations under finance leases (refer to Note 21)   20    15 
Insurance contract liabilities, including unit-linked liabilities   31    52 
Accruals, deferred income and other liabilities   8,565    8,871 

Accounting for insurance contracts

The Group applies IFRS 4Insurance Contracts to its insurance contracts. An insurance contract is a contract that compensates a third party against a loss from non-financial risk. Some wealth management and other products, such as life assurance contracts, combine investment and insurance features; these are treated as insurance contracts when they pay benefits that are at least 5% more than they would pay if the insured event does not occur.27 Provisions

 

Insurance liabilities include current best estimates of future contractual cash flows, claims handling, and administration costs in respect of claims. Liability adequacy tests are performed at each balance sheet date to ensure the adequacy of contract liabilities. Where a deficiency is highlighted by the tests, insurance liabilities are increased with any deficiency being recognised in the income statement.

Insurance premium revenue is recognised in the income statement in the period earned, net of reinsurance premiums payable, in net premiums from insurance contracts. Increases and decreases in insurance liabilities are recognised in the income statement in net claims and benefits on insurance contracts.

 

 
 

2014

£m

 

2013  

£m  

 

 

 

Accruals and deferred income

   4,770     5,179    

Other creditors

   3,851     4,937    

Obligations under finance leases (see Note 21)

   36     19    

Insurance contract liabilities, including unit-linked liabilities

   2,766     2,799    

 

 

Accruals, deferred income and other liabilities

   11,423     12,934    

 

 

Insurance liabilities relate principally to the Group’s long-term business. Insurance contract liabilities associated with the Group’s short-term non-life business are £157m (2013: £108m). The maximum amounts payable under all of the Group’s insurance products, ignoring the probability of insured events occurring and the contribution from investments backing the insurance policies, were £82bn (2013: £78bn) or £74bn (2013: £75bn) after reinsurance. Of this insured risk, £69bn (2013: £65bn) or £66bn (2013: £63bn) after reinsurances was concentrated in short-term insurance contracts in Africa.

The impact to the income statement and equity under a reasonably possible change in the assumptions used to calculate the insurance liabilities would be £8m (2013: £7m).

27 Provisions

Accounting for provisions

The Group applies IAS 37Provisions, Contingent Liabilities and Contingent Assets in accounting fornon-financial liabilities.

Provisions are recognised for present obligations arising as consequences of past events where it is more likely than not that a transfer of economic benefit will be necessary to settle the obligation, which can be reliably estimated. Provision is made for the anticipated cost of restructuring, including redundancy costs when an obligation exists; for example, when the Group has a detailed formal plan for restructuring a business and has raised valid expectations in those affected by the restructuring by announcing its main features or starting to implement the plan. Provision is made for undrawn loan commitments if it is probable that the facility will be drawn and result in the recognition of an asset at an amount less than the amount advanced.

The measurement of provisions often involves significant judgement and therefore constitutes one of the Group’s critical accounting estimates.

 

 
 Customer redress  
    

 

 

    
 
 
 
Onerous
contracts
£m
  
  
  
 
 
 
 
Redundancy
and
restructuring
£m
  
  
  
  
 
 
 
 
 
 
Undrawn
contractually
committed
facilities and
guarantees
£m
  
  
  
  
  
  
 
 
 
 
Payment
Protection
Insurance
£m
  
  
  
  
 
 
 
 
Interest rate
hedging
products
£m
  
  
  
  
 
 
 
 
Other
customer
redress
£m
  
  
  
  
 
 
 
 
 

 

Legal,
competition
and
regulatory
matters

£m

  
  
  
  
  

  

 
 
 
Sundry
provisions
£m
  
  
  
 

 

Total  

£m  

  

  

 

 

As at 1 January 2014

  100    388    165    971    1,169    388    485    220    3,886    

Additions

  152    192    76    1,270        243    1,644    103    3,680    

Amounts utilised

  (39  (209  (9  (1,182  (798  (214  (418  (55  (2,924)   

Unused amounts reversed

  (13  (99  (72      (160  (46  (32  (50  (472)   

Exchange and other movements

  5    19    (66          4    11    (8  (35)   

 

 

As at 31 December 2014

  205    291    94    1,059    211    375    1,690    210    4,135    

 

 

Provisions expected to be recovered or settled within no more than 12 months after 31 December 2014 were £3,464m (2013: £3,577m).

|  265


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

27 Provisionscontinued

Onerous contracts

Onerous contract provisions comprise an estimate of the costs involved with fulfilling the terms and conditions of contracts where the liability is higher than the amount of economic benefit to be received. The additions of £152m mainly relate to leases on properties that have been vacated in the Investment Bank and PCB during the year.

Redundancy and restructuring

These provisions comprise the estimated cost of restructuring, including redundancy costs where an obligation exists. Additions made during the year relate to formal restructuring plans and have either been utilised, or reversed, where total costs are now expected to be lower than the original provision amount.

Undrawn contractually committed facilities and guarantees

Provisions are made if it is probable that a facility will be drawn and the resulting asset is expected to have a realisable value that is less than the amount advanced. The decrease in these provisions is primarily due to the Spanish business being classified as a disposal group held for sale.

Customer redress

Customer redress provisions comprise the estimated cost of making redress payments to customers, clients and counterparties for losses or damages associated with inappropriate judgement in the execution of our business activities. Customer redress largely relates to Payment Protection Insurance and interest rate hedging products but also includes, within ‘Other customer redress’, smaller provisions across the retail and corporate businesses which are likely to be utilised within the next 18 months.

Sundry provisions

This category includes provisions that do not fit into any of the other categories, such as fraud losses and dilapidation provisions.

Critical accounting estimates and judgements

The financial reporting of provisions involves a significant degree of judgement and is complex. Identifying whether a present obligation exists and estimating the probability, timing, nature and quantum of the outflows that may arise from past events requires judgements to be made based on the specific facts and circumstances relating to individual events and often requires specialist professional advice. When matters are at an early stage, accounting judgements and estimates can be difficult because of the high degree of uncertainty involved. Management continues to monitor matters as they develop tore-evaluate on an ongoing basis whether provisions should be recognised, however there can remain a wide range of possible outcomes and uncertainties, particularly in relation to legal, competition and regulatory matters, and as a result it is often not practicable to make meaningful estimates even when matters are at a more advanced stage.

The complexity of such matters often requires the input of specialist professional advice in making assessments to produce estimates. Customer redress and legal, competition and regulatory matters are areas where a higher degree of professional judgement is required. The amount that is recognised as a provision can also be very sensitive to the assumptions made in calculating it. This gives rise to a large range of potential outcomes which require judgement in determining an appropriate provision level. See below for information on payment protection redress and Note 29 for more detail of legal, competition and regulatory matters.

    Onerous
contracts
£m
  

Redundancy
and

restructuring

£m

  

Undrawn
contractually
committed
facilities and
guarantees

£m

  

 

Customer redress

  

Legal,
competition
and
regulatory
matters

£m

  

Sundry
provisions

£m

  

Total

£m

 
     

Payment
  Protection
Insurance

£m

  

Other
  customer
redress

£m

    
As at 1 January 2017   385   206   67   1,979   712   455   330   4,134 
Additions   81   163   73   709   369   398   182   1,975 
Amounts utilised   (210  (124  (1  (1,094  (345  (341  (99  (2,214
Unused amounts reversed   (33  (85  (60     (83  (55  (30  (346
Exchange and other movements   2   (1     12   (14  (22  17   (6
As at 31 December 2017   225   159   79   1,606   639   435   400       3,543 

Provisions expected to be recovered or settled within no more than 12 months after 31 December 2017 were £2,394m (2016: £2,045m).

Onerous contracts

Onerous contract provisions comprise an estimate of the costs involved with fulfilling the terms and conditions of contracts net of any expected benefits to be received.

Redundancy and restructuring

These provisions comprise the estimated cost of restructuring, including redundancy costs where an obligation exists. Additions made during the year relate to formal restructuring plans and have either been utilised, or reversed, where total costs are now expected to be lower than the original provision amount.

Undrawn contractually committed facilities and guarantees

Provisions are made if it is probable that a facility will be drawn and the resulting asset is expected to have a realisable value that is less than the amount advanced.

Customer redress

Customer redress provisions comprise the estimated cost of making redress payments to customers, clients and counterparties for losses or damages associated with inappropriate judgement in the execution of Barclays’ business activities. Provisions for other customer redress include £211m (2016: £264m) in respect of historic pricing practices associated with Foreign Exchange transactions for certain customers between 2005 and 2012 and smaller provisions across the retail and corporate businesses which are likely to be utilised in the next 12 months. Included within provisions for UK customer redress on the face of the consolidated income statement is PPI and material additions in respect of historic pricing practices associated with Foreign Exchange transactions for certain customers between 2005 and 2012 and Packaged Bank Accounts.

Legal, competition and regulatory matters

The Group is engaged in various legal proceedings, both in the UK and a number of other overseas jurisdictions, including the US. For further information in relation to legal proceedings and discussion of the associated uncertainties, please see Note 29.

Sundry provisions

This category includes provisions that do not fit into any of the other categories, such as fraud losses and dilapidation provisions.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    237


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

27 Provisionscontinued

Payment Protection Insurance Redress

As at 31 December 20142017, Barclays had recognised cumulative provisions totalling £5,220m£9.2bn (2016: £8.4bn) against the cost of Payment Protection Insurance (PPI) redress and associated processing costs with utilisation of £4,161m£7.6bn (2016: £6.4bn), leaving a residual provision of £1,059m.£1.6bn (2016: £2.0bn).

Through to 31 December 2014, 1.3m (2013: 1.0m)2017, 2.1m (2016: 1.8m) customer initiated claimsclaimsa had been received and processed. The volume of claims received in 2014 declined 14% compared to 2013 and 62% since the peak in May 2012.during 2017 increased 16% from 2016. This rate of decline however was slower than previously expected, with increased levels of claims from Claims Management Companies in particular.

Barclays are committed to delivering the right customer outcomes and as such re-review cases to ensure all cases are consistently treated in line with current policy. During 2014 half of all relevant casesincrease may have been re-reviewed.impacted by a FCA advertising campaign launched in H2 2017.

The current provision reflects the estimated costs of PPI redress primarily relating to customer initiated complaints and ongoing remediation programmes, based on information at year end. This also includes liabilities managed by third parties arising from portfolios previously sold where Barclays remains liable, based on information at year end.

As a resultat 31 December 2017, the provision of £1.6bn represents Barclays’ best estimate of expected PPI redress reflecting the complaints deadline implemented by the FCA of 29 August 2019. However, it is possible the eventual outcome may differ from the current estimate. We will continue to review the adequacy of provision level in respect of the lower than expected decline in claims and the outcome of re-review activity, additional provisions totalling £1,270m have been recognised during 2014.future impacts.

The PPI provision is calculated using a number of key assumptions which continue to involve significant modelling and management judgement and modelling:judgement:

 

¡ Customer initiated claim volumes – claims received but not yet processed andplus an estimate of future claims initiated by customers, where the volume is anticipated to decline over timecease after the PPI deadline.

 

¡Proactive response rate – volume of claims in response to proactive mailing

¡Uphold rate – the percentage of claims that are upheld as being valid upon review

¡ Average claim redress – the expected average payment to customers for upheld claims based on the type and age of the policy/policies.

Processing cost per claim – the cost to Barclays of assessing and processing each valid claim.

These assumptions remain subjective, in particularmainly due to the uncertainty associated with future claims levels, which include complaints driven by CMC activity. The current provision represents Barclays’ revised best estimate of all future expected costs of PPI redress, however, it is possible thatactivity and the eventual outcome may differ from the current estimate. If this were to be material, the provision would be increased or decreased accordingly. The current forecast indicates that the large majority of costs included in the provision will be incurred during 2015 and 2016.FCA advertising campaign.

The following table details by key assumption, actual data through to 31 December 2014,2017, key forecast assumptions used in the provision calculation and a sensitivity analysis illustrating the impact on the provision if the future expected assumptions prove too high or too low.

 

 

 

Assumption

Cumulative
actual to
31.12.14
 Future
expected
 Sensitivity analysis
increase/ decrease
in provision
 Cumulative  
actual to  
31.12.13  
 

 

 

Customer initiated claims received and processeda

   1,300k     220k     50k = £99m     970K    

Proactive mailing

   680k     320k     50k = £14m     660K    

Response rate to proactive mailing

   28%     23%     1% = £6m     26%    

Average uphold rate per claimb

   79%     87%     1% = £5m     74%    

Average redress per valid claimc

   £1,740    £1,745     £100 = £28m     £1,763    

 

 

Assumption  

Cumulative
actual to

31.12.17

   

Future        

    expected        

   Sensitivity
analysis
increase/
decrease  in
provision
 
Customer initiated claims received and processed (thousands)a   2,130    570          50k=£104m 
Average uphold rate per claim (%)b   87    87          1%=£11m 
Average redress per valid claim (£)c   2,036    1,989          £100=£50m 

Notes

aTotal claims received directly by Barclays to date, including those received via claims management companies but excluding those for which no PPI policy exists and excluding responses to proactive mailing. The sensitivity foranalysis has been calculated to show the costimpact a 50,000 increase or decrease in the number of Customer Initiated Claims includescustomer initiated claims would have on the associated cost of Financial Ombudsman Service (FOS) referrals and operating costs.provision level.
bAverage uphold rate per claimcustomer initiated claims received directly by Barclays and proactive mailings, excluding those for which no PPI policy exists. The sensitivity analysis has been calculated to show the impact in a 1% change in the average uphold rate per claim would have on the provision level.
cAverage redress stated on a per policy basis.basis for future customer initiated complaints received directly by Barclays. The sensitivity analysis has been calculated to show the impact a £100 increase or decrease in the average redress per claim would have on the provision level.

 

266  |238    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


    

    

    

    

 

27 Provisionscontinued

Interest Rate Hedging Product Redress

In 2012, a number of UK banks, including Barclays, agreed with the FSA that they would conduct a review and redress exercise in respect of interest rate hedging products sold on or after 1 December 2001 to retail clients or private customers categorised as being ‘non-sophisticated’. Barclays has raised cumulative provisions totalling £1,500m for the related costs. As at 31 December 2014, £1,129m of this cumulative provision had been utilised for redress and administrative costs and £160m released, leaving a residual provision of £211m. During 2014 the utilisation for redress and administrative costs was £798m. £160m was released in Q314 as the review is now substantially complete with redress outcomes, approved by the skilled person, communicated to nearly all of the non-sophisticated customers covered by the review. Approximately 85% of the customers covered by the review have now been paid all redress due or are not due redress.

The Group expects the remaining provision of £211m at 31 December 2014 to be sufficient to cover the cost of completing redress. The timing of remaining payments will depend on customer acceptances and response times but the Group expects to have substantially completed redress payments during 2015.

No provision has been recognised in relation to claims from customers categorised as sophisticated, which are not covered by the redress exercise, or incremental consequential loss claims (over and above 8% per annum simple interest and an allowance for tax rate differentials) from customers categorised as non-sophisticated. As at 31 December 2014, no significant incremental consequential loss claims from customers categorised as non-sophisticated had been agreed. These items will be monitored and future provisions will be recognised to the extent an obligation resulting in a probable outflow is identified.

Legal, competition and regulatory matters

The Group is engaged in various legal proceedings, both in the UK and a number of other overseas jurisdictions, including the US. For further information in relation to legal proceedings and discussion of the associated uncertainties please see Note 29 Legal, competition and regulatory matters.

28 Contingent liabilities and commitments

Accounting for contingent liabilities

Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events, and present obligations where the transfer of economic resources is uncertain or cannot be reliably measured. Contingent liabilities are not recognised on the balance sheet but are disclosed unless the outflow of economic resources is remote.

Accounting for contingent liabilities

Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events, and present obligations where the transfer of economic resources is uncertain or cannot be reliably measured. Contingent liabilities are not recognised on the balance sheet but are disclosed unless the outflow of economic resources is remote.

The following table summarises the nominal principal amount of contingent liabilities and commitments which are not recorded on balance sheet:

 

 
 

 

2014

£m

  

  

 

 

2013  

£m  

  

  

   

2017

£m

   

2016

£m

 

Guarantees and letters of credit pledged as collateral security

   14,547     15,226       14,275    15,303 

Performance guarantees, acceptances and endorsements

   6,777     5,958       4,737    4,636 

 

Contingent liabilities

   21,324     21,184    
Total contingent liabilities   19,012    19,939 

       

Documentary credits and other short-term trade related transactions

   1,091     780       812    1,005 

 

Forward starting reverse repurchase agreements

   13,856     19,936    

 

Standby facilities, credit lines and other commitments

   276,315     254,855       314,761    302,681 

 
Total commitments   315,573        303,686 

The Financial Services Compensation Scheme

The Financial Services Compensation Scheme (the FSCS) is the UK’s Government-backedgovernment-backed compensation scheme for customers of authorised institutions that are unable to pay claims. It providesThe compensation paid out to depositors incustomers is funded through loan facilities provided by HM Treasury to the eventFSCS which at 31 December 2017 stood at approximately £4.7bn (2016: £15.7bn). During 2017, the HM Treasury loan facility has reduced by the Bradford and Bingley repayment of £10.9bn, following the sale from UK Asset Resolution.

Barclays’ liability is restricted to the proportionate outstanding amount that UK licensed deposit-taking institutions arethe FSCS is unable to meet their claims.repay to Treasury. The FSCS raises levieslevy on UK licensed deposit taking institutions to meet such claims based on their share of UK deposits on 31 December of the year preceding the scheme year (which runs from 1 April to 31 March).

Compensation has previously been paid out by the FSCS, funded by loan facilities totalling approximately £18bn provided by HM Treasury to FSCS in support of FSCS’s obligations to the depositors of banks declared in default. The interest rate chargeable on the loan and levied to the industry is subject to a floor equal to the HM Treasury’s own cost of borrowing, based on the relevant gilt rate (FSCS advises financial institutions to apply the 2024 UK Gilt rate published by the Debt Management Office to the Bradford & Bingley portion of the loan). The majority of the facility is expected to be recovered, with the exception of an estimated shortfall of £1bn, which the FSCS is recovering by levying the industry in three instalments across 2013, 2014 and 2015. In 2014, the Accounting Standard Board issued IFRIC 21 ‘Levies’, which clarified that the obligating event which gives rise to the liability to be the start of the FSCS scheme year (1 April), i.e. 1 April 2015 for the 2015/16 scheme year. As a result the liability at December 2014 has been reduced. The FSCS liability for 2015/16 is to be recognised in 2015.2017. Barclays has recognisedincluded an accrual of £88m£2.7m in other liabilities as at 31 December 2014 in other liabilities (2013: £148m)2017 (2016: £55m) in respect of the Barclays portion of the total levies raised by the FSCS.Interest Levy.

Further details on contingent liabilities relating to legal and competition and regulatory matters can be found in Note 29.

|  267


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

29 Legal, competition and regulatory matters

Barclays PLC, (BPLC), Barclays Bank PLC (BBPLC) and the Group face legal, competition and regulatory challenges, many of which are beyond our control. The extent of the impact on BPLC, BBPLCBarclays PLC, Barclays Bank PLC and the Group of these matters cannot always be predicted but may materially impact our operations, financial results, condition and prospects. Matters arising from a set of similar circumstances can give rise to either a contingent liability or a provision, or both, depending on the relevant facts and circumstances. The recognition of provisions in relation to such matters involves critical accounting estimates and judgments in accordance with the relevant accounting policies as described in Note 27. The Group has not disclosed an estimate of the potential financial effect on the Group of contingent liabilities where it is not currently practicable to do so.

Investigations into certain advisory services agreements and other matters and civil action

The UK Serious Fraud Office (SFO), the Financial Conduct Authority (FCA) has alleged that BPLC, the US Department of Justice (DOJ) and BBPLC breached their disclosure obligations in connection with twothe US Securities and Exchange Commission (SEC) have been conducting investigations into certain advisory services agreements entered into by BBPLC. The FCA has imposed a £50m fine. BPLC and BBPLC are contesting the findings. The United Kingdom (UK) Serious Fraud Office (SFO) is also investigating these agreements. The US Department of Justice (DOJ) and US Securities and Exchange Commission (SEC) are investigating whether the Group’s relationships with third parties who help it to win or retain business are compliant with the US Foreign Corrupt Practices Act. BBPLC has been providing information to other regulators concerning certain of these relationships.Barclays Bank PLC.

Background Information

The FCA has investigated certain agreements, includingBarclays Bank PLC entered into two advisory services agreements entered into by BBPLC with Qatar Holding LLC (Qatar Holding) in June and October 2008 respectively, and(the Agreements). The FCA commenced an investigation into whether thesethe Agreements may have related to BPLC’sBarclays PLC’s capital raisings in June and November 2008.

The FCA issued warning notices (Warning Notices) against BPLC and BBPLC in September 2013.

2008 (the Capital Raisings). The existence of the June 2008 advisory services agreement entered into in June 2008 was disclosed, but the entry into the advisory services agreement in October 2008 and the fees payable under both agreements,the Agreements, which amountamounted to a total of £322m payable over a period of five years, were not disclosed in the announcements or public documents relating to the capital raisingsCapital Raisings. The SFO also commenced an investigation into the Agreements and into a $3bn loan (the Loan) provided by Barclays Bank PLC in November 2008 to the State of Qatar.

SFO Proceedings

In June 2017, the SFO charged Barclays PLC with two offences of conspiring with certain former senior officers and November 2008. Whileemployees of Barclays to commit fraud by false representations relating to the Warning Notices considerAgreements and one offence of unlawful financial assistance contrary to section 151 of the Companies Act 1985 in relation to the Loan. In February 2018, the SFO also charged Barclays Bank PLC with the same offence in respect of the Loan. Barclays PLC and Barclays Bank PLC intend to defend the respective charges brought against them (the Charges). The trial of the Charges has been scheduled to begin in January 2019.

FCA Proceedings and other investigations

In September 2013, the FCA issued warning notices (the Notices) finding that, BPLCwhile Barclays PLC and BBPLCBarclays Bank PLC believed at the time of the execution of the Agreements that there should be at least some unspecified and undetermined value to be derived from the agreements, they state thatthem, the primary purpose of the agreementsAgreements was not to obtain advisory services but to make additional payments, which would not be disclosed, for the Qatari participation in the capital raisings.

Capital Raisings. The Warning Notices concludeconcluded that BPLCBarclays PLC and BBPLCBarclays Bank PLC were in breach of certain disclosure-related listing rules and BPLCBarclays PLC was also in breach of Listing Principle 3 (the requirement to act with integrity towards holders and potential holders of the Company’s shares). In this regard, the FCA considers that BPLCBarclays PLC and BBPLCBarclays Bank PLC acted recklessly. The financial penalty provided in the Warning Notices against the Group is £50m. BPLCBarclays PLC and BBPLCBarclays Bank PLC continue to contest the findings. The FCA action has been stayed due to the SFO proceedings.

In addition, the DOJ and the SEC have been conducting investigations relating to the Agreements.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    239


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

29 Legal, competition and regulatory matterscontinued

Other InvestigationsCivil Action

The FCA has agreed thatIn January 2016, PCP Capital Partners LLP and PCP International Finance Limited (PCP) served a claim on Barclays Bank PLC seeking damages of £721.4m plus interest and costs for fraudulent misrepresentation and deceit, arising from alleged statements made by Barclays Bank PLC to PCP in relation to the FCA enforcement processterms on which securities were to be temporarily stayed pending progressissued to potential investors, allegedly including PCP, in the SFO’s investigation intoNovember 2008 capital raising. Following amendment of their claim in November 2017, PCP now seeks damages of up to £1,477m (plus interest from November 2017) and costs. Barclays Bank PLC is defending the agreements referredclaim and trial is scheduled to above, including the advisory services agreements,commence in respect of which the Group has received and has continued to respond to requests for further information. The DOJ and SEC are investigating these same agreements and are also undertaking an investigation into whether the Group’s relationships with third parties who assist BPLC to win or retain business are compliant with the US Foreign Corrupt Practices Act. The US Federal Reserve has requested to be kept informed. One third-party relationship is also being investigated by another regulator. Regulators in other jurisdictions have also been briefed on the investigations into the Group’s relationships with third parties.October 2019.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect that they might have upon the Group’s operating results, cash flows or financial position in any particular period. PCP has made a claim against Barclays Bank PLC for damages of up to £1,477m plus interest and costs. This amount does not necessarily reflect Barclays Bank PLC’s potential financial exposure if any,a ruling were to be made against it in that matter.

Investigations into certain business relationships

In 2012, the DOJ and SEC commenced investigations in relation to whether certain relationships with third parties who assist Barclays PLC to win or retain business are compliant with the US Foreign Corrupt Practices Act. Various regulators in other jurisdictions are also being briefed on the investigations. Separately, the Group is cooperating with the DOJ and SEC in relation to an investigation into certain of its hiring practices in Asia and elsewhere and is keeping certain regulators in other jurisdictions informed.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

Alternative Trading SystemsInvestigations relating to whistleblowing systems and High-Frequency Tradingcontrols

The SEC,FCA and Prudential Regulation Authority (PRA) are conducting investigations in relation to the New York State Attorney General (NYAG)Group Chief Executive Officer (CEO) and regulatorsBarclays Bank PLC in connection with certain whistleblowing issues.

Background Information

In April 2017, the FCA and PRA commenced investigations into the CEO as to his individual conduct and senior manager responsibilities relating to Barclays’ whistleblowing programme and to his attempt in 2016 to identify the author of a letter that was treated by Barclays Bank PLC as a whistleblow; and Barclays Bank PLC, as to its responsibilities relating to the attempt by the CEO to identify the author of the letter, as well as Barclays’ systems and controls and culture relating to whistleblowing.

The attempt to identify the author of the letter first came to the attention of the Barclays PLC Board (Board) early in 2017. The Board instructed an external law firm to conduct a focussed investigation into the matter and also notified the FCA and PRA and other jurisdictions have been investigating a range of issues associated with alternative trading systems (ATSs), including dark pools,relevant authorities. The investigation found, and the activitiesBoard concluded, that the CEO honestly, but mistakenly, believed that it was permissible to identify the author. However, the Board concluded that the CEO made an error in becoming involved with, and not applying appropriate governance around the matter, and in taking action to attempt to identify the author of high-frequency traders. The Group has beenthe letter.

Barclays and the CEO are cooperating fully with the FCA and PRA investigations. Barclays is also providing information to, the relevant regulatoryand cooperating with, authorities in response to their enquiries. Various parties, including the NYAG, have filed complaints against the Group and certain of its current and former officers in connection with ATS related activities. The Group continues to defend itself against these actions.

Recent Developments

Civil complaints have been filed in the New York Federal Court on behalf of a putative class of plaintiffs against BPLC and others generally alleging that the defendants violated the federal securities laws by participating in a scheme in which high-frequency trading firms were given informational and other advantages so that they could manipulate the US securities market to the plaintiffs’ detriment.

In June 2014, the NYAG filed a complaint (Complaint) against BPLC and Barclays Capital Inc. (BCI) in the Supreme Court of the State of New York (NY Supreme Court) alleging, amongst other things, that BPLC and BCI engaged in fraud and deceptive practices in connection with LX Liquidity Cross, the Group’s SEC-registered ATS. Barclays filed a motion to dismiss the Complaint in July 2014. The NYAG filed an amended complaint (Amended Complaint) on 3 February 2015 in response to Barclays’ motion to dismiss. On 13 February 2015, the NY Supreme Court granted in part and denied in part Barclays’ motion to dismiss. Barclays will file a motion to dismiss any remaining claims asserted by the NYAG in the Amended Complaint. Proceedings in this matter are continuing.

Barclays has also been named in a class action by an institutional investor client under California law based on allegations similar to those in the Complaint. This California class action has been consolidated with the class action filed in the New York Federal Court described above.

Also, following the filing of the Complaint, Barclays was named in a shareholder securities class action along with its current and certain of its former CEOs and CFOs on the basis that investors suffered damages when their investments in Barclays American Depository Receipts declined in value as a result of the allegations in the Complaint. Barclays has filed a motion to dismiss the complaint.

It is possible that additional complaints relatingrespect to these or similar matters may be brought in the future against BPLC and/or its affiliates.matters.

Claimed Amounts/Financial Impact

The complaints seek unspecified monetary damages and injunctive relief. It is not currently practicable to provide an estimate of the financial impact of the matters in this sectionactions described on the Group or what effect if any, that these mattersthey might have upon the Group’s operating results, cash flows or financial position in any particular period.

Investigations relating to retail structured deposits and capital protected structured notes

The FCA is conducting enforcement investigations in relation to certain structured deposits and notes provided by Barclays in the past.

Background Information

In 2015, the FCA commenced an enforcement investigation relating to the design, manufacture and sale of structured deposits by Barclays from November 2009. The investigation is at an advanced stage. In January 2018, the FCA also commenced an enforcement investigation relating to the design, manufacture and sale of capital protected structured notes by Barclays from June 2008 to July 2014.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

Investigation into collections and recoveries relating to unsecured lending

In February 2018, the FCA commenced an enforcement investigation in relation to whether or not Barclays Bank PLC, from July 2015, implemented effective systems and controls with respect to collections and recoveries and whether or not it paid due consideration to the interests of customers in default and arrears.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the investigation on the Group or what effect that it might have upon the Group’s operating results, cash flows or financial position in any particular period.

Investigation into Americas Wealth & Investment Management advisory business

The SEC has carried out an investigation into certain practices in Barclays’ former Wealth Americas investment advisory business relating to certain due diligence failures, fee and billing practices and mutual fund fee waivers and related disclosures. In May 2017, the SEC announced a settlement pursuant to which Barclays Capital Inc. (BCI) agreed to resolve this matter for USD97m, consisting of a penalty of USD30m paid to the SEC and USD67m paid to the clients, in remediation and disgorgement.

Investigation into suspected money laundering related to foreign exchange transactions in South African operation

Absa Bank Limited, a subsidiary of Barclays Africa Group Limited, which was a subsidiary of Barclays at the relevant time, identified potentially fraudulent activity by certain of its customers using advance payments for imports in 2014 and 2015 to effect foreign exchange transfers from South Africa to beneficiary accounts located in East Asia, UK, Europe and the US. As a result, the Group conducted a review of relevant activity, processes, systems and controls. The Group is continuing to provide information to relevant authorities as part of the Group’s ongoing cooperation.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

 

268  |240    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


    

    

    

    

 

29 Legal, competition and regulatory matterscontinued

FERC

The US Federal Energy Regulatory Commission (FERC) has filed a civil action against BBPLC and certain of its former traders in the US District Court in California seeking to collect on an order assessing a $435m civil penalty and the disgorgement of $34.9m of profits, plus interest, in connection with allegations that BBPLC manipulated the electricity markets in and around California. BBPLC and the former traders have filed a motion to dismiss the action for improper venue or, in the alternative, to transfer it to the Southern District of New York (SDNY), and a motion to dismiss the complaint for failure to state a claim. The US Attorney’s Office in the SDNY has informed BBPLC that it is looking into the same conduct at issue in the FERC matter.

Background Information

In October 2012, FERC issued an Order to Show Cause and Notice of Proposed Penalties (Order and Notice) against BBPLC and four of its former traders in relation to the Group’s power trading in the western US. In the Order and Notice, FERC asserted that BBPLC and its former traders violated FERC’s Anti-Manipulation Rule by manipulating the electricity markets in and around California from November 2006 to December 2008, and proposed civil penalties and profit disgorgement to be paid by BBPLC.

In July 2013, FERC issued an Order Assessing Civil Penalties in which it assessed a $435m civil penalty against BBPLC and ordered BBPLC to disgorge an additional $34.9m of profits plus interest (both of which are consistent with the amounts proposed in the Order and Notice).

In October 2013, FERC filed a civil action against BBPLC and its former traders in the US District Court in California seeking to collect the penalty and disgorgement amount. FERC’s complaint in the civil action reiterates the allegations previously made by FERC in its October 2012 Order and Notice and its July 2013 Order Assessing Civil Penalties.

In September 2013, BBPLC was contacted by the criminal division of the US Attorney’s Office in SDNY and advised that such office is looking at the same conduct at issue in the FERC matter.

In December 2013, BBPLC and its former traders filed a motion to dismiss the action for improper venue or, in the alternative, to transfer it to the SDNY, and a motion to dismiss the complaint for failure to state a claim. Proceedings on the motion to dismiss are continuing.

Claimed Amounts/Financial Impact

FERC has made claims against the Group totalling $469.9m, plus interest, for civil penalties and profit disgorgement. This amount does not necessarily reflect the Group’s potential financial exposure if a ruling were to be made against it.

Investigations into LIBOR and other Benchmarks, ISDAfix, Foreign Exchange Rates and Precious Metalsbenchmarks

Regulators and law enforcement agencies, including certain competition authorities, from a number of governments have been conducting investigations relating to BBPLC’sBarclays Bank PLC’s involvement in manipulating certain financial benchmarks, such as LIBOR and Foreign Exchange rates. BBPLC has reached settlements with the relevant law enforcement agency or regulator in certain of the investigations, but others, including those set out in more detail below, remain pending.EURIBOR.

Background Information

The FCA,In 2012, Barclays Bank PLC announced that it had reached settlements with the Financial Services Authority (FSA) (as predecessor to the FCA), the US Commodity Futures Trading Commission (CFTC), the SEC, and the DOJ Fraud Section (DOJ-FS) and Antitrust Division (DOJ-AD), the European Commission (Commission), the SFO, the Monetary Authority of Singapore, the Japan Financial Services Agency, the prosecutors’ office in Trani, Italy and various US state attorneys general are amongst various authorities that openedrelation to their investigations into submissions made by BBPLC and other financial institutions to the bodies that set or compile various financial benchmarks, such as LIBOR and EURIBOR and in connection with efforts to manipulateconcerning certain benchmark currency exchange rates.

On 27 June 2012, BBPLC announced that it had reached settlements with the Financial Services Authority (FSA) (as predecessor to the FCA), the CFTC and the DOJ-FS in relation to their investigations concerning certain benchmark interest rate submissions, and BBPLC agreed to pay total penalties of £290m, which were reflected in operating expenses for 2012. The settlements were made by entry into a Settlement Agreement with the FSA, a Settlement Order with the CFTC (CFTC Order) and a Non-Prosecution Agreement (NPA) with the DOJ-FS. In addition, BBPLC was granted conditional leniency from the DOJ-AD in connection with potential US antitrust law violations with respect to financial instruments that reference EURIBOR. Summaries of the NPA and the CFTC Order are set out below. The full text of the CFTC Order and the NPA are publicly available on the websites of the CFTC and the DOJ, respectively. The terms of the Settlement Agreement with the FSA are confidential, but the Final Notice of the FSA is available on the FCA’s website.

CFTC Order

In addition to a $200m civil monetary penalty, the CFTC Order requires BBPLC to cease and desist from further violations of specified provisions of the US Commodity Exchange Act (CEA) and take specified steps to ensure the integrity and reliability of its benchmark interest rate submissions, including LIBOR and EURIBOR, and improve related internal controls.

DOJ Non-Prosecution Agreement

As part of the NPA, BBPLC agreed to pay a $160m penalty. In addition, the DOJ agreed not to prosecute BBPLC for any crimes (except for criminal tax violations, as to which the DOJ cannot and does not make any agreement) related to BBPLC’s submissions of benchmark interest rates, including LIBOR and EURIBOR, contingent upon BBPLC’s satisfaction of specified obligations under the NPA. In particular, under the NPA, BBPLC agreed for a period of two years from 26 June 2012, amongst other things, to:

¡

Commit no US crimes whatsoever;

¡

Truthfully and completely disclose non-privileged information with respect to the activities of BBPLC, its officers and employees, and others concerning all matters about which the DOJ enquires of it, which information can be used for any purpose, except as otherwise limited in the NPA;

¡

Bring to the DOJ’s attention all potentially criminal conduct by BBPLC or any of its employees that relates to fraud or violations of the laws governing securities and commodities markets; and

¡

Bring to the DOJ’s attention all criminal or regulatory investigations, administrative proceedings or civil actions brought by any governmental authority in the US by or against BBPLC or its employees that alleges fraud or violations of the laws governing securities and commodities markets.

|  269


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

29 Legal, competition and regulatory matterscontinued

BBPLC also agreed to cooperateBarclays Bank PLC paid total penalties of £290m. The settlement with the DOJ and other government authorities in the US in connection with any investigation or prosecution arising out of the conduct described in the NPA, which commitment shall remain in force until all such investigations and prosecutions are concluded. BBPLC also continues to cooperate with the other ongoing investigations.

In anticipation of the expiry of the two-year period, in June 2014 Barclays and DOJ-FS enteredwas made by entry into a letter agreement which: (i) gives DOJ-FS until 27 June 2015 to make a determination under the NPA solely as to whether any ofNon-Prosecution Agreement (NPA) which has now expired. Barclays trading activities in the Foreign Exchange market during the two-year period from 26 June 2012 constituted the commission of a ‘United States crime’;PLC, Barclays Bank PLC and (ii)BCI have reached settlements with respect to the ongoing investigation of those trading activities by DOJ-FScertain other regulators and DOJ-AD, extends Barclays’ obligation to disclose non-privileged information in response to enquiries of the DOJ-FS to 27 June 2015. The two-year period under the NPA has otherwise expired.

Investigations by the US State Attorneys General

Following the settlements announced in June 2012, 31 US State Attorneys General commenced their own investigations into LIBOR, EURIBOR and the Tokyo Interbank Offered Rate. The NYAG, on behalf of this coalition of Attorneys General, issued a subpoena in July 2012 to BBPLC (and subpoenas to a number of other banks) to produce wide-ranging information and has since issued additional information requests to BBPLC for both documents and transactional data. BBPLC is responding to these requests on a rolling basis.

Investigation by the SFO

In addition, following the settlements announced in June 2012, the SFO announced in July 2012 that it had decided to investigate the LIBOR matter, in respect of which BBPLC has received andlaw enforcement agencies. Barclays Bank PLC continues to respond to requests for information.

Investigations byinformation from the European Commission

The Commission has also been conducting investigations into the manipulation of, amongst other things, EURIBOR. On 4 December 2013, the Commission announced that it had reached a settlement with the Group and a number of other banksSFO in relation to anti-competitive conduct concerning EURIBOR. The Group had voluntarily reported the EURIBOR conduct to the Commission and cooperated fully with the Commission’s investigation. In recognition of this cooperation, the Group was granted full immunity from the financial penalties that would otherwise have applied.

ISDAfix Investigation

Regulators and law enforcement agencies,its ongoing LIBOR investigation, including the CFTC and the DOJ, are also conducting separate investigations into historical practices with respect to ISDAfix, amongst other benchmarks. BBPLC has received and continues to respond to subpoenas and requests for information from various authorities including the CFTC and the DOJ.

Precious Metals Investigation

BBPLC has been providing information to the DOJ in connection with the DOJ’s investigation into precious metals and precious metals-based financial instruments.

Foreign Exchange Trading Investigation

Various regulatory and enforcement authorities, including the FCA, the Commission, the CFTC, the DOJ-FS, the DOJ-AD, the SEC and the New York State Department of Financial Services are investigating a range of issues associated with Foreign Exchange sales and trading, including electronic trading. The DOJ-AD is also investigating potential violations of US anti-trust laws. Certain of these investigations involve multiple market participants in various countries. BBPLC has received enquiries from certain of these authorities related to their particular investigations, and from other regulators interested in Foreign Exchange issues. The Group is reviewing its Foreign Exchange trading covering a several-year period and is continuing to cooperate with the relevant authorities in their investigations.

In November 2014, the FCA and the CFTC entered into settlement agreements with several banks regarding Foreign Exchange trading. Barclays announced that it had considered entering into the settlement, but after discussions with other regulators and authorities it concluded that it was in the Group’s interest to seek a more general coordinated settlement and that it would continue to engage with these regulators and authorities, including the FCA and CFTC, with the objective of achieving a resolution in due course.

In December 2014, the Hong Kong Monetary Authority (HKMA) announced the outcome of its investigation into the Foreign Exchange operations of 10 banks in Hong Kong, including BBPLC. In respect of BBPLC, the HKMA said that its investigation revealed certain control deficiencies in respect of which it required Barclays Bank PLC. The investigation by the prosecutor’s office in Trani, Italy also remains pending.

Claimed Amounts/Financial Impact

It is not currently practicable to take certain remedial steps, but also noted that, in recent years, BBPLC has made enhancements in line with international trends.

Any resolutionprovide an estimate of the investigations into Foreign Exchange trading and salesfinancial impact of the actions described on the Group or what effect that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

LIBOR and other practices relating to Foreign Exchange could result in substantial monetary penalties. In addition, any resolution involving a criminal plea would have consequences that could include significant restrictions on the Group’s current and future business activities.

For a discussion of litigation arising in connection with these investigations see ‘LIBOR and other Benchmarks Civil Actions’, ‘Civil Actions in Respect of ISDAfix’, ‘Civil Actions in Respect of Foreign Exchange Trading’ and ‘Civil Actions in Respect of the Gold Fix’ below.

Claimed Amounts/Financial Impactbenchmark civil actions

A provision of £1,250m was held as at 31 December 2014 (with provisions of £500m and £750m recognised in Q314 and Q414 respectively) for certain aspects of ongoing investigations involving certain authorities and litigation relating to Foreign Exchange. It is not currently practicable to estimate the further financial impact of the matters in this section (including the need to recognise additional provisions), or what effect, if any, that these matters might have upon the Group’s operating results, cash flows or financial position in any particular period. Amongst other things, any violations of criminal law that took place after entering into the DOJ NPA described above could constitute a violation of that NPA, which could lead to additional substantial monetary penalties and significant adverse consequences for the Group’s current and future business operations.

LIBOR and other Benchmark Civil Actions

A number of individuals and corporates in a range of jurisdictions have threatened or brought civil actions against the Group and other banks in relation to manipulation of LIBOR and/or other benchmark rates. While several of such cases have been dismissed and one has settled subject to final approval from the court, others remain pending and their ultimate impact is unclear.

270  |


29 Legal, competition and regulatory matterscontinued

Background Information

Following the settlements of the investigations referred to above in ‘Investigations into LIBOR, other Benchmarks, ISDAfix, Foreign Exchange Rates and Precious Metals’, a number of individuals and corporates in a range of jurisdictions have threatened or brought civil actions against the Group and other banks in relation to LIBOR and/or other benchmarks.

Background Information

Following settlement of the investigations referred to above in ‘Investigations into LIBOR and other Benchmarks’ various individuals and corporates in a range of jurisdictions have threatened or brought civil actions against the Group. While certain cases have been dismissed or settled subject to approval from the court (and in the case of class actions, the right of class members to opt out of the settlement and to seek to file their own claims), other actions remain pending and their ultimate impact is unclear.

USD LIBOR Cases in MDL Court

The majority of the USD LIBOR cases, which have been filed in various US jurisdictions, have been consolidated forpre-trial purposes before a single judge in the SDNYUS District Court in the Southern District of New York (SDNY) (MDL Court).

The complaints are substantially similar and allege, amongst other things, that BBPLCBarclays Bank PLC and the other banks individually and collectively violated provisions of the US Sherman Antitrust Act (Antitrust Act), the CEA,US Commodity Exchange Act (CEA), the US Racketeer Influenced and Corrupt Organizations Act (RICO) and various state laws by manipulating USD LIBOR rates.

The lawsuits seek unspecified damages with the exception of five lawsuits, in which the plaintiffs are seeking a combined total in excess of $1.25bn in actual damages against all defendants, including BBPLC, plus punitive damages. Some of the lawsuits also seek trebling of damages under the US Sherman Antitrust Act and RICO.

The proposed class actions purportpurported to be brought on behalf of (amongst others) plaintiffs that (i) engaged in USD LIBOR-linkedover-the-counter transactions (OTC Class); (ii) purchased USD LIBOR-linked financial instruments on an exchange (Exchange-Based Class); (iii) purchased USD LIBOR-linked debt securities (Debt Securities Class); (iv) purchased adjustable-rate mortgages linked to USD LIBOR (Homeowner Class); or (v) issued loans linked to USD LIBOR (Lender Class).

In August 2012,The lawsuits seek unspecified damages with the MDL Court stayedexception of five lawsuits, in which the plaintiffs are seeking a combined total in excess of $1.25bn in actual damages against all newly filed proposed class actionsdefendants, including Barclays Bank PLC, plus punitive damages. Some of the lawsuits also seek trebling of damages under the Antitrust Act and individual actions (Stayed Actions), so that the MDL Court could address the motions pending in three lead proposed class actions (Lead Class Actions)RICO.

Between 2013 and three lead individual actions (Lead Individual Actions).

In March 2013,2016, the MDL Court issued a decisionseries of decisions effectively dismissing the majority of claims, including antitrust claims, against BBPLCBarclays Bank PLC and other panel bankforeign defendants in both class actions and individual actions. In May 2016, the Lead Class Actionsappeal court reversed the MDL Court’s decision and Lead Individual Actions.

Followingremanded the decision, the plaintiffs in the Lead Class Actions sought permissionantitrust claims to either file an amended complaint or appeal an aspect of the March 2013 decision. In August 2013 and June 2014, the MDL Court deniedfor further consideration. Following further consideration, the MDL Court dismissed the majority of the motions presentedantitrust claims against foreign defendants, including Barclays Bank PLC, for lack of personal jurisdiction. Plaintiffs in the Lead Class Actions. As a result, the:

¡Debt Securities Class has been dismissed entirely;

¡The claims of the Exchange-Based Class have been limited to claims under the CEA; and

¡The claims of the OTC Class have been limited to claims for unjust enrichment and breach of the implied covenant of good faith and fair dealing.

Subsequent tonumber of individual actions and class actions are appealing the MDL Court’s March 2013 decision, the plaintiffs in the Lead Individual Actions filed a new action in California state court (since moved to the MDL Court) based on the same allegations as those initially alleged in the proposed class action cases discussed above. The Debt Securities Class attempted to appeal the dismissal of their action to the US Court of Appeals for the Second Circuit (Second Circuit), but the Second Circuit dismissed the appeal as untimely on the grounds that the MDL Court had not reached a decision resolving all of the claims in the consolidated actions. In January 2015, the US Supreme Court reversed the Second Circuit’s decision, ruling that the Second Circuit must hear the Debt Securities Class’ appeal. The OTC Class and the Exchange-Based Class have received permission to join this appeal. Certain other proposed class actions that had previously been stayed by the MDL Court have also received permission to join the appeal as to the dismissal of their antitrust claims.personal jurisdiction ruling.

In December 2014, the MDL Court granted preliminary approval for the settlement of the remaining Exchange-Based Class claims for $19.98m$20m, of which $5m was paid in

October 2014 and has requested that the plaintiffs present a plan for allocationremaining $15m in September 2017. The settlement remains subject to court approval and the right of class members to opt out of the settlement proceeds.and to seek to file their own claims.

Additionally,In 2015, the MDL Court has begun to address the claims in the Stayed Actions, many of which, including state law fraud and tortious interferenceOTC Class claims were not assertedsettled for $120m which was paid in 2017. The settlement remains subject to final approval.

In November 2016, $7.1m was paid in settlement of the LeadDebt Securities Class Actions. As a result, in October 2014,claims. The settlement has been preliminarily approved by the direct action plaintiffs (those who have optedcourt but remains subject to final approval and the right of class members to opt out of the class actions) filedsettlement and seek to file their amended complaints and in November 2014, the defendants filed their motions to dismiss. In November 2014, the plaintiffsown claims.

EURIBOR Case in the Lender ClassSDNY

In 2015, $94m was paid in settlement of a EURIBOR-related class action. The settlement has been preliminarily approved by the court but remains subject to final approval and Homeowner Class actions filed their amended complaints. In January 2015, the defendants filed their motionsright of class members to dismiss.

Until there are further decisions, the ultimate impactopt out of the MDL Court’s decisions will be unclear, although it is possible that the decisions will be interpreted by courtssettlement and to affect other litigation, including the actions described below, some of which concern different benchmark interest rates.seek to file their own claims.

Additional USD LIBOR Case in the SDNY

An additionalIn 2015, an individual action was commenced in February 2013 in the SDNY against BBPLCBarclays Bank PLC and other panel bank defendants.defendants was dismissed by the SDNY. The plaintiff alleged that the panel bank defendants conspired to increase USD LIBOR, which caused the value of bonds pledged as collateral for a loan to decrease, ultimately resulting in the sale of the bonds at a low point in the market. This actionThe plaintiff’s motion to file a further amended complaint is not assigned to the MDL Court; it is proceeding on a different schedule before a different judge in the SDNY. The panel bank defendants have moved to dismiss the action.pending.

Securities FraudSterling LIBOR Case in the SDNY

BPLC, BBPLC and BCI have also been named as defendants along with four former officers and directors of BBPLC inIn 2015, a proposed securitiesputative class action pendingwas filed in the SDNY against Barclays Bank PLC and other Sterling LIBOR panel banks by a plaintiff involved in connection with BBPLC’s role as a contributor panel bankexchange-traded andover-the-counter derivatives that were linked to Sterling LIBOR. The complaint asserted claims underalleges, among other things, that defendants manipulated the US Securities ExchangeSterling LIBOR rate between 2005 and 2010 and, in so doing, committed CEA, Antitrust Act, of 1934, principally alleging that BBPLC’s Annual Reports for the years 2006 to 2011 contained misstatements and omissions concerning (amongstRICO violations. In early 2016, this class action was consolidated with an additional putative class action making similar allegations against Barclays Bank PLC and BCI and other things) BBPLC’s compliance with its operational risk management processes and certain laws and regulations. The complaint also alleged that BBPLC’s daily USDSterling LIBOR submissions constituted false statements in violation of US securities law. The complaint was brought on behalf ofpanel banks. Defendants have filed a proposed class consisting of all persons or entities that purchased BPLC-sponsored American Depositary Receipts on a US securities exchange between 10 July 2007 and 27 June 2012. In May 2013, the district court granted BBPLC’s motion to dismiss the complaint in its entirety. The plaintiffs appealed, and, in April 2014, the Second Circuit issued an order upholding the dismissal of certain of the plaintiffs’ claims, but reversing the dismissal of the plaintiffs’ claims that BBPLC’s daily USD LIBOR submissions constituted false statements in violation of US securities law. The action has been remanded back to the district court for further proceedings, and discovery is expected to be substantially complete by the end of 2015.

dismiss.

 

|  271Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    241


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

    

    

29 Legal, competition and regulatory matterscontinued

Complaint in the US District Court for the Central District of California

In July 2012, a purported class action complaint in the US District Court for the Central District of California was amended to include allegations related to USD LIBOR and name BBPLC as a defendant. The amended complaint was filed on behalf of a purported class that includes holders of adjustable rate mortgages linked to USD LIBOR. In January 2015, the court granted BBPLC’s motion for summary judgement and dismissed all of the remaining claims against BBPLC. The plaintiff has appealed the court’s decision to the US Court of Appeals for the Ninth Circuit, and the appeal is expected to be fully briefed by the end of summer 2015.

Japanese Yen LIBOR CaseCases in SDNY

An additionalIn 2012, a putative class action was commenced in April 2012filed in the SDNY against BBPLCBarclays Bank PLC and other Japanese Yen LIBOR panel banks by a plaintiff involved in exchange-traded derivatives. The complaint also names members of the Japanese Bankers Association’s Euroyen Tokyo Interbank Offered Rate (Euroyen TIBOR) panel, of which BBPLCBarclays Bank PLC is not a member. The complaint alleges, amongst other things, manipulation of the Euroyen TIBOR and Yen LIBOR rates and breaches of the CEA and US Sherman Antitrust Act between 2006 and 2010. The defendants filed a motion to dismiss and, in MarchIn 2014, the Court issued a decision granting in part and denying in part that motion. Specifically, the court dismissed the plaintiff’s antitrust claims in full, but sustained the plaintiff’s CEA claims.claims remain pending. Discovery is ongoing.

In March 2017, a second putative class action concerning Yen LIBOR filed in the SDNY against Barclays PLC, Barclays Bank PLC and BCI was dismissed in full. The defendants’ motion for reconsideration ofcomplaint makes similar allegations to the decision concerning2012 class action. Plaintiffs have appealed the CEA claims was denied by the Court in October 2014. The plaintiff has moved for leave to file a third amended complaint adding additional claims, including a RICO claim. All discovery has been stayed through at least May 2015.dismissal.

EURIBOR CasesSIBOR/SOR Case in the SDNY

In February 2013, a Euribor-relatedA putative class action was filed in the SDNY against BPLC, BBPLC,Barclays PLC, Barclays Bank PLC, BCI, and other Euribor panel banks. The plaintiffs assert antitrust, CEA, RICO,defendants, alleging manipulation of the Singapore Interbank Offered Rate (SIBOR) and unjust enrichment claims. In particular, BBPLC is alleged to have conspired with other Euribor panel banks to manipulate EURIBOR. The lawsuit is brought on behalf of purchasers and sellers of NYSE LIFFE EURIBOR futures contracts, purchasers of Euro currency-related futures contracts and purchasers of other derivative contracts (such as interest rate swaps and forward rate agreements that are linked to EURIBOR) during the period 1 June 2005 through 31 March 2011. All proceedings have been stayed through at least May 2015.

In addition, BBPLC has been granted conditional leniency from the DOJ-AD in connection with potential US antitrust law violations with respect to financial instruments that reference EURIBOR. As a result of that grant of conditional leniency, BBPLC is eligible for (i) a limit on liability to actual rather than treble damages if damages were to be awarded in any civil antitrust action under US antitrust law based on conduct coveredSingapore Swap Offer Rate (SOR) was dismissed by the conditional leniency,court in relation to claims against Barclays for failure to state a claim. Plaintiffs amended their complaint in September 2017, and (ii) relief from potential joint-and-several liability in connection with such civil antitrust action, subjectdefendants have filed a motion to BBPLC satisfying the DOJ-AD and the court presiding over the civil litigation of fulfilment of its cooperation obligations.dismiss.

Non-US Benchmarks Cases

In addition to US actions, legal proceedings have been brought or threatened against the Group in connection with alleged manipulation of LIBOR and EURIBOR and other benchmarks in a number of jurisdictions. The number of suchjurisdictions in Europe and Argentina. Additional proceedings innon-US jurisdictions the benchmarks to which they relate, and the jurisdictions in which they may be brought in the future.

Claimed Amounts/Financial Impact

Aside from the settlements discussed above, it is not currently practicable to provide an estimate of any further financial impact of the actions described on the Group or what effect that they might have increased over time.upon the Group’s operating results, cash flows or financial position in any particular period.

Foreign Exchange investigations

Various regulatory and enforcement authorities across multiple jurisdictions have been investigating a range of issues associated with Foreign Exchange sales and trading, including electronic trading.

Background Information

In 2015 the Group reached settlements with the CFTC, the DOJ, the New York State Department of Financial Services (NYDFS), the Board of Governors of the Federal Reserve System (Federal Reserve) and the FCA (together, the 2015 Resolving Authorities) in relation to investigations into certain sales and trading practices in the Foreign Exchange market. In connection with these settlements, the Group paid total penalties of approximately $2.38bn and agreed to undertake certain remedial actions.

Under the plea agreement with the DOJ, in addition to a criminal fine, Barclays PLC agreed to a term of probation of three years during which Barclays PLC must, amongst other things, (i) commit no crime whatsoever in violation of the federal laws of the US, (ii) implement and continue to implement a compliance program designed to prevent and detect the conduct that gave rise to the plea agreement, (iii) report credible evidence of criminal violations of US antitrust or fraud laws to the relevant US authority, and (iv) strengthen its compliance and internal controls as required by relevant regulatory or enforcement agencies. In January 2017, the US District Court for the District of Connecticut accepted the plea agreement and in accordance with the agreement sentenced Barclays PLC to pay $650m as a fine and $60m for violating the NPA (which amounts are part of the $2.38bn referred to above) and to serve three years of probation from the date of the sentencing order. The Group also continues to provide relevant information to certain of the 2015 Resolving Authorities.

The full text of the DOJ plea agreement, the orders of the CFTC, NYDFS and Federal Reserve, and the Final Notice issued by the FCA related to the settlements referred to above are publicly available on the 2015 Resolving Authorities’ respective websites.

The European Commission is one of several authorities conducting an investigation into certain trading practices in the Foreign Exchange market.

The DOJ is also conducting an investigation into conduct relating to certain trading activities in connection with certain transactions during 2011 and 2012. Barclays is providing information to the DOJ and other relevant authorities reviewing this conduct. In January 2018, a Barclays employee currently under suspension was indicted in US federal court in connection with this matter.

In February 2017 the South African Competition Commission (SACC) referred Barclays Bank PLC, BCI and Absa Bank Limited, a subsidiary of Barclays Africa Group Limited, which at the relevant time was a subsidiary of Barclays Bank PLC, among other banks, to the Competition Tribunal to be prosecuted for breaches of South African antitrust law related to Foreign Exchange trading of South African Rand. Barclays was the first to bring the conduct to the attention of the SACC under its leniency programme. The SACC is therefore not seeking an order from the Tribunal to impose any fine on Barclays Bank PLC, BCI or Absa Bank Limited.

Claimed Amounts/Financial Impact

Aside from the settlements discussed above, and a provision of £240m recognised in Q4 2017, it is not currently practicable to provide an estimate of any further financial impact of the actions described on the Group or what effect they might have on the Group’s operating results, cash flows or financial position in any particular period.

Civil actions in respect of Foreign Exchange

A number of individuals and corporates in a range of jurisdictions have threatened or brought civil actions against the Group and other banks in relation to Foreign Exchange.

Background Information

Following settlement of certain investigations referred to above in ‘Foreign Exchange Investigations’ a number of individuals and corporates in a range of jurisdictions have threatened or brought civil actions against the Group and other banks in relation to Foreign Exchange or may do so in future. Certain of these cases have been dismissed or have been settled subject to final approval from the relevant court (and in the case of class actions, the right of class members to opt out of the settlement and to seek to file their own claims).

242    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


29 Legal, competition and regulatory matterscontinued

Consolidated FX Action

In 2014, a number of civil actions filed in the SDNY on behalf of proposed classes of plaintiffs alleging manipulation of Foreign Exchange markets under the Antitrust Act and New York state law and naming several international banks as defendants, including Barclays Bank PLC, were combined into a single consolidated action (Consolidated FX Action). In 2015, Barclays Bank PLC and BCI settled the Consolidated FX Action and paid $384m. Certain class members have opted out of the settlement to seek to file their own claims. The settlement is also subject to final court approval.

ERISA FX Action

Since 2015, several civil actions have been filed in the SDNY on behalf of proposed classes of plaintiffs purporting to allege different legal theories of injury (other than those alleged in the Consolidated FX Action) related to alleged manipulation of Foreign Exchange rates, including claims under the US Employee Retirement Income Security Act (ERISA) statute (ERISA Claims), and naming several international banks as defendants, including Barclays PLC, Barclays Bank PLC and BCI. The Court has dismissed the ERISA Claims, and the plaintiffs have appealed this decision.

Retail Basis Action

A putative action was filed in the Northern District of California (and subsequently transferred to the SDNY) against several international banks, including Barclays PLC and BCI, on behalf of a putative class of individuals that exchanged currencies on a retail basis at bank branches (Retail Basis Claims). The Court has ruled that the Retail Basis Claims are not covered by the settlement agreement in the Consolidated FX Action. The Court subsequently dismissed all Retail Basis Claims against Barclays and all other defendants. Plaintiffs amended their complaint and defendants (including Barclays) have moved to dismiss the amended complaint.

Last Look Actions

In 2015, two putative class actions were filed in the SDNY on behalf of proposed classes of plaintiffs alleging injuries based on Barclays’ purported improper rejection of customer trades through Barclays Last Look functionality in Barclays’ FXe-trading platforms In 2016, Barclays Bank PLC and BCI paid $50m and settled one of the actions on a class-wide basis. (The other action was voluntarily dismissed.) The deadline for opting out of the class has expired (a small number of class members have opted out), and the Court has granted final approval of the settlement.

State Law FX Action

In 2016, a putative class action was filed in the SDNY under federal, New York and California law on behalf of proposed classes of stockholders of Exchange Traded Funds and others who supposedly were indirect investors in FX Instruments. The defendants (including Barclays) moved to dismiss the action. Plaintiffs’ counsel then amended the complaint to bring claims on behalf of a proposed class of investors under federal and various state laws who traded FX Instruments through FX dealers or brokers not alleged to have manipulated Foreign Exchange Rates. A different group of plaintiffs subsequently filed another action based on the same theories and asserted substantively similar claims. These two actions have been consolidated and a consolidated complaint was filed in June 2017. Defendants (including Barclays) have moved to dismiss the action.

Canadian FX Action

Civil actions similar to the Consolidated FX Action have been filed in Canadian courts on behalf of proposed classes of plaintiffs containing similar factual allegations of manipulation of Foreign Exchange rates and of damages resulting from such manipulation, in violation of Canadian law. The parties’ settlement for $14.8m has been approved by the court.

Claimed Amounts/Financial Impact

Aside from the settlements discussed above, it is not currently practicable to provide an estimate of any further financial impact of the actions described above on the Group or what effect that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

Civil actions in respect of ISDAFIX

In 2014, a number of ISDAFIX related civil actions were filed in the SDNY on behalf of proposed class of plaintiffs, alleging that Barclays Bank PLC, a number of other banks and one broker violated the Antitrust Act and several state laws by engaging in a conspiracy to manipulate the USD ISDAFIX. In 2016, Barclays Bank PLC and BCI entered into a settlement agreement with plaintiffs to resolve the consolidated action and paid $30m, fully resolving all ISDAFIX-related claims that were or could have been brought by the class. The court has preliminarily approved the settlement, which remains subject to final approval and to the right of class members to opt out of the settlement and to seek to file their own claims.

Claimed Amounts/Financial Impact

The principal financial impact of the actions described on the Group is reflected in the settlement described above.

Metals investigations

Barclays Bank PLC has provided information to the DOJ, the CFTC and other authorities in connection with investigations into metals and metals-based financial instruments.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect if any, that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

Civil Actionsactions in respect of ISDAfixthe gold and silver fix

Since September 2014, a number of ISDAfix relatedVarious civil actions have been filed inagainst Barclays Bank PLC and others alleging manipulation of the SDNYprices of gold and silver.

Background Information

A number of civil complaints, each on behalf of a proposed class of plaintiffs, alleginghave been consolidated and transferred to the SDNY. The complaints allege that BBPLC,Barclays Bank PLC and other members of The London Gold Market Fixing Ltd. manipulated the prices of gold and gold derivative contracts in violation of the CEA, the Antitrust Act, and state antitrust and consumer protection laws. Also in the US, a proposed class of plaintiffs has filed a complaint against a number of other banks, including Barclays Bank PLC, BCI and one broker, violatedBarclays Capital Services Ltd., alleging manipulation of the US Sherman Antitrust Actprice of silver in violation of the CEA and several state laws by engaging in a conspiracyantitrust laws. Defendants have moved to manipulatedismiss these actions.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    243


Notes to the USD ISDAfix. A consolidated amended complaint wasfinancial statements

Accruals, provisions, contingent liabilities and legal proceedings

29 Legal, competition and regulatory matterscontinued

Civil actions have also been filed in mid-February 2015. Pursuant to a schedule issued by the court, the defendants, including BBPLC, will move to dismiss the consolidated amended complaint.Canadian courts against Barclays PLC, Barclays Bank PLC, Barclays Capital Canada Inc., BCI and Barclays Capital PLC on behalf of proposed classes of plaintiffs alleging manipulation of gold and silver prices in violation of Canadian law.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect if any, that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

Civil Actions in respect of Foreign Exchange TradingUS residential and commercial mortgage-related activity and litigation

Since November 2013, a number of civil actionsThere have been filed in the SDNY on behalf of proposed classes of plaintiffs alleging manipulation of Foreign Exchange markets under the US Sherman Antitrust Actvarious investigations and New York state law and naming several international banks as defendants, including BBPLC. The SDNY before whom all the cases are pending, has combined all actions alleging a classcivil litigation relating to secondary market trading of US persons in a single consolidated action. The two actions alleging classes of non-US persons were dismissed on 28 January 2015.residential mortgage-backed securities (RMBS) and US commercial mortgage-backed securities (CMBS).

Recent DevelopmentsBackground Information

Defendants’ motion to dismiss the consolidated action was denied on 28 January 2015. The next step in the proceeding is discovery, which is presently stayed.

Claimed Amounts/Financial Impact

The financial impact of the actions described on the Group or what effect, if any, that they might have upon the Group’s operating results, cash flows or financial position in any particular period is currently uncertain.

Civil Actions in respect of the Gold Fix

Since March 2014, a number of civil complaints have been filed in US federal courts, each on behalf of a proposed class of plaintiffs, alleging that Barclays entities and other members of The London Gold Market Fixing Ltd. manipulated the prices of gold and gold derivative contracts in violation of the CEA, the US Sherman Antitrust Act, and state antitrust and consumer protection laws. All of the complaints have been transferred to the SDNY and consolidated for pretrial purposes.

272  |


29 Legal, competition and regulatory matterscontinued

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the potential exposure of the actions described or what effect, if any, that they might have upon operating results, cash flows or the Group’s financial position in any particular period.

US Residential and Commercial Mortgage-related Activity and Litigation

The Group’s activities within the US residential mortgage sector during the period from 2005 through 2008 included:

 

¡ Sponsoringsponsoring and underwriting of approximately $39bn of private-label securitisations;

 

¡ Economiceconomic underwriting exposure of approximately $34bn for other private-label securitisations;

 

¡ Salessales of approximately $0.2bn of loans to government sponsored enterprises (GSEs);

 

¡ Salessales of approximately $3bn of loans to others; and

 

¡ Salessales of approximately $19.4bn of loans (net of approximately $500m of loans sold during this period and subsequently repurchased) that were originated and sold to third parties by mortgage originator affiliates of an entity that the Group acquired in 2007 (Acquired Subsidiary).

Throughout this time period affiliates of the Group engaged in secondary market trading of US residential mortgaged-backed securities (RMBS) and US commercial mortgage backed securities (CMBS), and such trading activity continues today.DOJ Civil Action

In connection with its loan salesDecember 2016, the DOJ filed a civil complaint against Barclays Bank PLC, Barclays PLC, BCI, Barclays Group US Inc., Barclays US LLC, BCAP LLC, Securitized Asset Backed Receivables LLC and certain private-label securitisationsSutton Funding LLC, as well as two former employees, in the Group provided certain loan level representations and warranties (R&Ws), which if breached may requireUS District Court in the Group to repurchase the related loans. On 31 December 2014, the Group had unresolved repurchase requests relating to loans with a principal balanceEastern District of approximately $2.6bn at the time they were sold, and civil actions have been commenced by various parties alleging that the Group must repurchase a substantial number of such loans. In addition, the Group is party toNew York (EDNY) containing a number of lawsuits filed by purchasers of RMBS asserting statutory and/or common law claims. The current outstanding face amount of RMBS relatedallegations, including mail and wire fraud, relating to these pending claims against the Group as of 31 December 2014 was approximately $0.9bn.

Regulatory and governmental authorities have initiated wide-ranging investigations into market practices involving mortgage-backed securities sold between 2005 and 2007. The DOJ complaint seeks, amongst other relief, unspecified monetary penalties. Barclays is defending the Group is co-operating with several of those investigations.complaint and has filed a motion to dismiss.

RMBS Repurchase Requests

Background

The Group was the sole provider of various loan-level R&Wsrepresentations and warranties (R&Ws) with respect to:

 

¡ Approximatelyapproximately $5bn of Group sponsored securitisations;

 

¡ Approximatelyapproximately $0.2bn of sales of loans to GSEs; and

 

¡ Approximatelyapproximately $3bn of loans sold to others.

In addition, the Acquired Subsidiary provided R&Ws on all of the $19.4bn of loans it sold to third parties.

R&Ws on the remaining Group sponsored securitisations were primarily provided by third-party originators directly to the securitisation trusts with a Group subsidiary, such as the depositor for the securitisation, providing more limited R&Ws. There are no stated expiration provisions applicable to most R&Ws made by the Group, the Acquired Subsidiary or these third parties.

Under certain circumstances, the Group and/or the Acquired Subsidiary may be required to repurchase the related loans or make other payments related to such loans if the R&Ws are breached.

The unresolved repurchase requests received on or before 31 December 20142017 associated with all R&Ws made by the Group or the Acquired Subsidiary on loans sold to GSEs and others and private-label activities had an original unpaid principal balance of approximately $2.6bn$2.1bn at the time of such sale.

A substantial number (approximately $2.2 billion) of theThe unresolved repurchase requests discussed above relate to civil actions that have been commenced by the trustees for certain RMBS securitisations in which the trustees allege that the Group and/or the Acquired Subsidiary must repurchase loans that violated the operative R&Ws. Such trustees and other parties making repurchase requests have also alleged that the operative R&Ws may have been violated with respect to a greater (but unspecified) amount of loans than the amount of loans previously stated in specific repurchase requests made by such trustees. AllCumulative realised losses reported at 31 December 2017 on loans covered by R&Ws made by the Group or the Acquired Subsidiary are approximately $1.3bn. This litigation is ongoing.

In addition, the Acquired Subsidiary is subject to a more advanced civil action seeking, among other things, indemnification for losses allegedly suffered by a loan purchaser as a result of alleged breaches of R&Ws provided by the Acquired Subsidiary in connection with loan sales to the purchaser during the period 1997 to 2007. This litigation is ongoing.

RMBS Securities Claims

As a result of some of the litigations involving repurchaseRMBS activities described above, the Group has been party to a number of lawsuits filed by purchasers of RMBS sponsored and/or underwritten by the Group between 2005 and 2008. As a general matter, these lawsuits alleged, among other things, that the RMBS offering materials allegedly relied on by such purchasers contained materially false and misleading statements and/or omissions and generally demanded rescission and recovery of the consideration paid for the RMBS and recovery of monetary losses arising out of their ownership. The Group has resolved the majority of these claims, and only one action currently remains pending.

Approximately $0.1bn of the original face amount of RMBS related to the remaining pending action was outstanding as at 31 December 2017. There were virtually no cumulative realised losses reported on these RMBS as at 31 December 2017. The Group does not expect that, if it were to lose the remaining pending action, any such loss to be material.

Secondary Trading Investigation

The Group has received requests remain at early stages.for information and subpoenas from the SEC, the US Attorney’s Office for the District of Connecticut and the Special Inspector General for the US Troubled Asset Relief Program related to trading practices in the secondary market for both RMBS and CMBS. A settlement was announced in May 2017 pursuant to which BCI agreed to resolve this matter for $16.56m.

244    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


29 Legal, competition and regulatory matterscontinued

Claimed Amounts/Financial Impact

Save for the remaining pending action described under ‘RMBS Securities Claims’ and the May 2017 settlement above, it is not currently practicable to provide an estimate of any further financial impact of the actions described on the Group or what effect that they might have upon the Group’s operating results, cash flows or financial position in any particular period. The cost of resolving these actions could individually or in aggregate prove to be substantial.

Alternative trading systems and high-frequency trading

The SEC, the New York State Attorney General (NYAG) and regulators in certain other jurisdictions have been investigating a range of issues associated with alternative trading systems (ATSs), including dark pools, and the activities of high-frequency traders.

Background Information

In 2014, the NYAG filed a complaint (NYAG Complaint) against Barclays PLC and BCI in the Supreme Court of the State of New York alleging, amongst other things, that Barclays PLC and BCI engaged in fraud and deceptive practices in connection with LX, the Group’sSEC-registered ATS. In February 2016, Barclays reached separate settlement agreements with the SEC and the NYAG to resolve those agencies’ claims against Barclays PLC and BCI relating to the operation of LX and paid $35m to each.

Barclays PLC and BCI have been named in a purported class action by an institutional financial services firm under California law based on allegations similar to those in the NYAG Complaint. In October 2016, the federal court in California granted the motion of Barclays PLC and BCI to dismiss the entire complaint and plaintiffs have appealed the court’s decision.

Following the filing of the NYAG Complaint, Barclays PLC and BCI were also named in a putative shareholder securities class action along with certain of its former CEOs, and its current and a former CFO, as well as an employee (Shareholder Class Action). The plaintiffs claim that holders of Barclays American Depository Receipts (ADRs) suffered damages when the ADRs declined in value as a result of the allegations in the NYAG Complaint. A motion to dismiss the complaint filed by the defendants (including Barclays PLC and BCI), was granted in part and denied in part by the court. In February 2016, the court certified the action as a class action. In November 2017, the appellate court affirmed the class certification. Barclays has petitioned the appellate court to stay the action pending review by the US Supreme Court of the class certification.

Claimed Amounts/Financial Impact

The class actions seek unspecified monetary damages and injunctive relief. It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect they might have upon the Group’s operating results, cash flows or financial position in any particular period.

FERC and other civil actions

The US Federal Energy Regulatory Commission (FERC) filed a civil action against Barclays Bank PLC and certain of its former traders in connection with allegations that Barclays Bank PLC manipulated the electricity markets in the Western US.

Background Information

In 2012, FERC issued an Order to Show Cause and Notice of Proposed Penalties (Order and Notice) against Barclays Bank PLC and four of its former traders asserting that Barclays Bank PLC and its former traders violated FERC’s Anti-Manipulation Rule by manipulating the electricity markets in and around California from 2006 to 2008, and proposed civil penalties and profit disgorgement to be paid by Barclays Bank PLC.

In 2013, FERC filed a civil action against Barclays Bank PLC and its former traders in the US District Court in California seeking to collect a $435m civil penalty and disgorgement of $34.9m of profits, plus interest. The action was settled for $105m ($70m penalty and $35m disgorgement) which was paid in 2017.

In 2015, a civil class action complaint seeking damages of $139.3m was filed in the US District Court for the SDNY against Barclays Bank PLC by Merced Irrigation District, a California utility company, asserting antitrust allegations in connection with Barclays Bank PLC’s purported manipulation of the electricity markets in and around California. The action has been settled in principle for $29m (subject to court approval and to the right of class members to opt out of the settlement and to seek to file their own claims).

Claimed Amounts/Financial Impact

Apart from the settlement amounts referred to above, Barclays does not expect the financial impact of the actions described above to be material to the Group’s operating results, cash flows or financial position.

Treasury auction securities civil actions and related matters

Various civil actions have been filed against Barclays Bank PLC, BCI and other financial institutions alleging violations of anti-trust and other laws relating to the markets for US Treasury securities and Supranational, Sovereign and Agency securities. Certain governmental authorities are also conducting investigations relating to trading of certain government securities in various markets.

Background information

Numerous putative class action complaints have been filed in US Federal Court against Barclays Bank PLC, BCI and other financial institutions that have served as primary dealers in US Treasury securities. Those actions have been consolidated and in November 2017, plaintiffs in the putative class action filed a consolidated amended complaint in the US Federal Court in New York against the defendants as well as certain corporations that operate electronic trading platforms on which US Treasury securities are traded. The complaint purports to assert claims under US federal antitrust laws and state common law based on allegations that defendants (i) conspired to manipulate the US Treasury securities market and/or (ii) conspired to prevent the creation of certain platforms by boycotting or threatening to boycott such trading platforms. Defendants intend to move to dismiss the action.

In addition, certain plaintiffs have filed a related, direct action against BCI and certain other financial institutions that have served as primary dealers in US Treasury securities. This complaint alleges that defendants conspired to fix and manipulate the US Treasury securities market in violation of US federal antitrust laws, the CEA and state common law.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    245


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

29 Legal, competition and regulatory matterscontinued

In 2017, Barclays PLC, Barclays Bank PLC, BCI, Barclays Services Limited, Barclays Capital Securities Limited and certain other financial institutions were named as defendants in a civil anti-trust complaint that alleges that the defendants engaged in a conspiracy to fix prices and restrain competition in the market for US dollar-denominated Supranational, Sovereign and Agency bonds from 2005 through 2015. Defendants have moved to dismiss the action.

Certain governmental authorities are conducting investigations into activities relating to the trading of certain government securities in various markets and Barclays has been providing information to various authorities on an ongoing basis.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect if any, that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

RMBS Securities Claims

Background

As a result of some of the RMBS activities described above, the Group is party to a number of lawsuits filed by purchasers of RMBS sponsored and/or underwritten by the Group between 2005 and 2008. As a general matter, these lawsuits allege, among other things, that the RMBS offering materials allegedly relied on by such purchasers contained materially false and misleading statements and/or omissions and generally demand rescission and recovery of the consideration paid for the RMBS and recovery of monetary losses arising out of their ownership.

The original face amount of RMBS related to the pending civil actions against the Group total approximately $2.4bn, of which approximately $0.9bn was outstanding as at 31 December 2014.

Cumulative realised losses reported on these RMBS as at 31 December 2014 were approximately $0.3bn.

|  273


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

29 Legal, competition and regulatory matterscontinued

Claimed Amounts/Financial Impact

If the Group were to lose the pending actions the Group believes it could incur a loss of up to the outstanding amount of the RMBS at the time of judgement (taking into account further principal payments after 31 December 2014), plus any cumulative losses on the RMBS at such time and any interest, fees and costs, less the market value of the RMBS at such time and less any provisions taken to date.

Although the purchasers in these securities actions have generally not identified a specific amount of alleged damages, the Group has estimated the total market value of these RMBS as at 31 December 2014 to be approximately $0.6bn. The Group may be entitled to indemnification for a portion of such losses.

Other Mortgage-related Investigations

In addition to the RMBS Repurchase Requests and RMBS Securities Claims, numerous regulatory and governmental authorities, amongst them the DOJ, SEC, Special Inspector General for the US Troubled Asset Relief Program and US Attorney’s Office for the District of Connecticut have been investigating various aspects of the mortgage-related business, including issuance and underwriting practices in primary offerings of RMBS and trading practices in the secondary market for both RMBS and CMBS. The Group is co-operating with these investigations.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect, if any, that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

Lehman Brothers

Since September 2009, the Group has been engaged in litigation with various entities that have sought to challenge certain aspects of the transaction pursuant to which BCI and other companies in the Group acquired most of the assets of Lehman Brothers Inc. (LBI) in September 2008, as well as the court order (Order) approving the sale (Sale). The Order was upheld by the courts and is no longer being challenged. On 5 August 2014, the Second Circuit affirmed the SDNY’s rulings in favour of the Group on certain claims with respect to its rights over assets it claims from the Sale.

Background Information

In September 2009, motions were filed in the United States Bankruptcy Court for the SDNY (Bankruptcy Court) by Lehman Brothers Holdings Inc. (LBHI), the SIPA Trustee for Lehman Brothers Inc. (Trustee) and the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc. (Committee). All three motions challenged certain aspects of the Sale, as well as the Order. The claimants sought an order voiding the transfer of certain assets to BCI, requiring BCI to return to the LBI estate any excess value BCI allegedly received, and declaring that BCI is not entitled to certain assets that it claims pursuant to the Sale documents and the Order (Rule 60 Claims).

In January 2010, BCI filed its response to the motions and also filed a motion seeking delivery of certain assets that LBHI and LBI had failed to deliver as required by the Sale documents and the Order (together with the Trustee’s competing claims to those assets, Contract Claims).

In 2011, the Bankruptcy Court rejected the Rule 60 Claims and decided some of the Contract Claims in the Trustee’s favour and some in favour of the Group. The Group and the Trustee each appealed the Bankruptcy Court’s adverse rulings on the Contract Claims to the SDNY. LBHI and the Committee did not appeal the Bankruptcy Court’s ruling on the Rule 60 Claims.

The SDNY issued an opinion in June 2012, reversing one of the Bankruptcy Court’s rulings on the Contract Claims that had been adverse to the Group and affirming the Bankruptcy Court’s other rulings on the Contract Claims. In July 2012, the SDNY issued an agreed judgement implementing the rulings in the opinion (Judgement). Under the Judgement, the Group is entitled to receive:

¡$1.1bn (£0.7bn) from the Trustee in respect of ‘clearance box’ assets (Clearance Box Assets); and

¡Property held at various institutions in respect of the exchange traded derivatives accounts transferred to BCI in the Sale (ETD Margin).

Recent Developments

The Trustee appealed the SDNY’s adverse rulings to the Second Circuit. On 5 August 2014, the Second Circuit issued an opinion affirming the rulings of the SDNY that the Group is entitled to receive the Clearance Box Assets and the ETD Margin.

On 1 October 2014, the Trustee filed a motion with the SDNY to confirm the scope of the SDNY’s judgement regarding the ETD Margin the Group is entitled to receive. With that motion, the Trustee is challenging Barclays’ entitlement to approximately $1.1bn of assets that the Trustee asserts do not constitute ETD Margin.

On 15 December 2014, the Trustee requested that the US Supreme Court review the rulings of the SDNY and the Second Circuit regarding the ETD margin.

Claimed Amounts/Financial Impact

Approximately $1.7bn (£1.1bn) of the assets to which the Group is entitled as part of the Sale had not been received by 31 December 2014, approximately $0.8bn (£0.5bn) of which has been recognised as a financial asset on the balance sheet as at 31 December 2014. The unrecognised amount, approximately $0.9bn (£0.6bn) as of 31 December 2014, effectively represents a provision against the uncertainty inherent in the litigation and potential post-appeal proceedings and issues relating to the recovery of certain assets held by an institution outside the US. The financial asset reflects an increase of $0.7bn (£0.5bn) recognised in profit or loss as at 30 September 2014 as a result of greater certainty regarding the recoverability of the Clearance Box Assets and the ETD Margin from the Trustee, as well as decreases resulting from a payment of $1.1bn (£0.7bn) made by the Trustee to the Group on 8 October 2014, fully discharging the Trustee’s obligations in respect of the Clearance Box Assets and from a payment of approximately $1.5bn (£1bn) made by the Trustee to the Group on 10 December 2014 in respect of a portion of the ETD Margin.

In this context, the Group is satisfied with the valuation of the asset recognised on its balance sheet and the resulting level of effective provision.

American Depositary Shares

BPLC, BBPLCBarclays PLC, Barclays Bank PLC and various current and former members of BPLC’sBarclays Bank PLC’s Board of Directors have been named as defendants in five proposeda securities class actionsaction consolidated in the SDNY, alleging misstatements and omissions in registration statements for certain American Depositary Shares offered by BBPLC.

274  |


29 Legal, competition and regulatory matterscontinuedSDNY.

Background Information

The consolidated amended complaint, filedsecurities class action against Barclays PLC, Barclays Bank PLC and various former members of Barclays Bank PLC’s Board of Directors alleges misstatements and omissions in February 2010, assertedoffering documents for certain American Depositary Shares issued by Barclays Bank PLC in April 2008 with an original face amount of approximately $2.5bn (the April 2008 Offering). The plaintiffs assert claims under the Securities Act of 1933, alleging that registration statements relating to American Depositary Shares representing preferred stock, series 2, 3, 4 and 5 (Preferred Stock ADS) offered by BBPLC at various times between 2006 and 2008 contained misstatements and omissions concerning (amongst other things) BBPLC’sBarclays Bank PLC’s portfolio of mortgage-related (including US subprime-related) securities, BBPLC’sBarclays Bank PLC’s exposure to mortgage and credit market risk, and BBPLC’sBarclays Bank PLC’s financial condition. These complaints didThe plaintiffs have not specifically identifyalleged the amount of their damages. In June 2016, the SDNY certified the action as a class action. In September 2017, the SDNY granted the defendants’ motion for summary judgment. Plaintiffs are appealing this decision.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the action described on the Group or what alleged damages these plaintiffs sought to recovereffect that it might have upon the Group’s operating results, cash flows or financial position in any particular period.

BDC Finance L.L.C.

BDC Finance L.L.C. (BDC) has filed a complaint against Barclays Bank PLC alleging breach of contract in connection with their claims.a portfolio of total return swaps governed by an ISDA Master Agreement (collectively, the Agreement).

Recent DevelopmentsBackground Information

The claims concerning the series 2, 3 and 4 offerings have been dismissed on the basis that they were time barred. Although the SDNY also dismissed the claims concerning the series 5 offering, the Second Circuit reversed the dismissal and ruled that the plaintiffs should have been permitted to fileIn 2008, BDC filed a second amended complaint in relationthe NY Supreme Court alleging that Barclays Bank PLC breached the Agreement when it failed to transfer approximately $40m of alleged excess collateral in response to BDC’s 2008 demand (Demand).

BDC asserts that under the Agreement Barclays Bank PLC was not entitled to dispute the Demand before transferring the alleged excess collateral and that even if the Agreement entitled Barclays Bank PLC to dispute the Demand before making the transfer, Barclays Bank PLC failed to dispute the Demand. BDC demands damages totalling $298m plus attorneys’ fees, expenses, and pre-judgement interest. A trial on liability issues concluded in April 2017 and the court’s decision is pending.

In 2011, BDC’s investment advisor, BDCM Fund Adviser, L.L.C. and its parent company, Black Diamond Capital Holdings, L.L.C. also sued Barclays Bank PLC and BCI in Connecticut State Court for unspecified damages allegedly resulting from Barclays Bank PLC’s conduct relating to the series 5 offering claims. This series 5 offering had an original face amountAgreement, asserting claims for violation of approximately $2.5 billion.

In June 2014, the SDNY denied defendants’ motionConnecticut Unfair Trade Practices Act and tortious interference with business and prospective business relations. The parties agreed to dismiss with respect to the claims in the amended complaint concerning the series 5 offering. The case is now in discovery.stay this case.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect if any, that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

BDC Finance L.L.C.

BDC Finance L.L.C. (BDC) filed a complaint against BBPLC in the NY Supreme Court alleging breach of a portfolio of total return swaps governed by an ISDA Master Agreement (collectively, the Agreement). A ruling was made against BBPLC, but the New York State Court of Appeals effectively reversed that ruling. Parties related to BDC have also sued BBPLC and BCI in Connecticut State Court in connection with BBPLC’s conduct relating to the Agreement.

Background Information

In October 2008, BDC filed a complaint in the NY Supreme Court alleging that BBPLC breached the Agreement when it failed to transfer approximately $40m of alleged excess collateral in response to BDC’s October 2008 demand (Demand).

BDC asserts that under the Agreement BBPLC was not entitled to dispute the Demand before transferring the alleged excess collateral and that even if the Agreement entitled BBPLC to dispute the Demand before making the transfer, BBPLC failed to dispute the Demand.

BDC demands damages totalling $298m plus attorneys’ fees, expenses, and prejudgement interest.

In August 2012, the NY Supreme Court granted partial summary judgement for BBPLC, ruling that BBPLC was entitled to dispute the Demand before transferring the alleged excess collateral, but determining that a trial was required to determine whether BBPLC actually did so. The parties cross-appealed to the Appellate Division of the NY Supreme Court (NY Appellate Division).

In September 2011, BDC’s investment advisor, BDCM Fund Adviser, L.L.C. and its parent company, Black Diamond Capital Holdings, L.L.C. also sued BBPLC and BCI in Connecticut State Court for unspecified damages allegedly resulting from BBPLC’s conduct relating to the Agreement, asserting claims for violation of the Connecticut Unfair Trade Practices Act and tortious interference with business and prospective business relations. The parties have agreed to a stay of that case.

In October 2013, the NY Appellate Division reversed the NY Supreme Court’s grant of partial summary judgement in favour of BBPLC, and instead granted BDC’s motion for partial summary judgement, holding that BBPLC breached the Agreement. The NY Appellate Division did not rule on the amount of BDC’s damages, which has not yet been determined by the NY Supreme Court.

Recent Developments

In January 2014 the NY Appellate Division granted BBPLC leave to appeal its October 2013 decision to the NY Court of Appeals. The New York Court of Appeals heard oral argument on 6 January 2015 and on 19 February 2015 modified the NY Appellate Division’s grant of partial summary judgement to BDC, holding that summary judgement in either party’s favour cannot be granted because a material issue of fact remains as to whether BBPLC breached the Agreement. The New York Court of Appeals ordered that the matter be referred back to the NY Supreme Court for further proceedings.

Claimed Amounts/Financial Impact

BDC has made claims against the Group totalling $298m plus attorneys’ fees, expenses, and pre-judgement interest. This amount does not necessarily reflect the Group’s potential financial exposure if a ruling were to be made against it.

Civil Actionsactions in respect of the US Anti-Terrorism Act

Civil complaints against Barclays Bank PLC and other banks allege engagement in a conspiracy and violation of the US Anti-Terrorism Act (ATA).

Background Information

In November 2014, a2015, an amended civil complaint was filed in the US Federal Court in the Eastern District of New YorkEDNY by a group of approximately 200250 plaintiffs, alleging that the GroupBarclays Bank PLC and a number of other banks engaged in a conspiracy and violated the US Anti-Terrorism Act (ATA)ATA by facilitating US dollar denominateddollar-denominated transactions for the Government of Iran and various Iranian banks, which in turn funded Hezbollah and other attacks that injured or killed the plaintiffs’ family members. Plaintiffs seek to recover for pain, suffering and mental anguish pursuant to the provisions of the ATA, which allows for the tripling of any proven damages.

Claimed Amounts/Financial Impact

It is not currently practicabledamages and attorneys’ fees. Plaintiffs filed a second amended complaint in July 2016 (the Second Amended Complaint), which, among other things, added various plaintiffs, bringing the total number of plaintiffs to provide an estimate ofapproximately 350. Defendants have moved to dismiss the financial impact of the matters in this section or what effect, if any, that these matters might have upon operating results, cash flows or the Group’s financial position in any particular period.

|  275


Notes to the financial statements

Accruals, provisions, contingent liabilities and legal proceedings

29 Legal, competition and regulatory matterscontinued

Credit Default Swap (CDS) Antitrust Investigations

The Commission and the DOJ-AD commenced investigations in the CDS market, in 2011 and 2009, respectively.Second Amended Complaint. In July 2013 the Commission addressedNovember 2017, a Statement of Objections to BBPLC, 12 other banks, Markit Ltd. and ISDA. The case relates to concerns that certain banks took collective action to delay and prevent the emergence of exchange traded credit derivative products.

If the Commission does reach a decision in this matter it has indicated that it intends to impose sanctions. The Commission’s sanctions can include fines. The DOJ-AD’s investigation is aseparate civil investigation and relates to similar issues. Barclays is also contesting a proposed, consolidated class action alleging similar issues that has beencomplaint was filed in the US. DisclosureUS Federal Court in the SDNY by a group of approximately 160 plaintiffs, alleging claims under the ATA against Barclays Bank PLC and a number of other banks substantially similar to those in the Second Amended Complaint. Defendants intend to move to dismiss this complaint.

In November 2016, a civil complaint was filed alleging claims under the ATA against Barclays Bank PLC (and a number of other banks) substantially similar to those in the Second Amended Complaint. In October 2017, plaintiffs voluntarily dismissed the case, is ongoing.without prejudice.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the actions described on the Group or what effect if any, that they might have upon the Group’s operating results, cash flows or financial position in any particular period.

246    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Interchange Investigations29 Legal, competition and regulatory matterscontinued

InvestigationsInterest rate swap and credit default swap US civil actions

Barclays PLC, Barclays Bank PLC, and BCI, together with other financial institutions are defendants in interest rate swap and credit default swap antitrust civil actions in the SDNY.

Background Information

Barclays PLC, Barclays Bank PLC, and BCI, together with other financial institutions that act as market makers for interest rate swaps (IRS), Trade Web, and ICAP, are named as defendants in several antitrust class actions which were consolidated in the SDNY in 2016. The complaints allege defendants conspired to prevent the development of Visaexchanges for IRS and MasterCard creditdemand unspecified money damages, treble damages and debit interchange rates by competition authoritieslegal fees. Plaintiffs include certain swap execution facilities, as well asbuy-side investors. Thebuy-side investors claim to represent a class that transacted in Europe remain open.

BBPLC receives interchange fees, asfixed-for-floating IRS with defendants in the US from 2008 to the present, including, for example, US retirement and pension funds, municipalities, university endowments, corporations, insurance companies and investment funds. The case is in discovery. In June 2017, a card issuer, from providers of card acquiring servicesseparate suit was filed in the US District Court in the SDNY against the same financial institution defendants in the IRS cases, including Barclays PLC, Barclays Bank PLC, and BCI, claiming that certain conduct alleged in the IRS cases also caused plaintiff to merchants. The key risks arising fromsuffer harm with respect to the investigations comprise the potential for fines imposed by competition authorities, litigation and the implementation of new regulations that impact interchange fees.Credit Default Swaps market. Defendants have moved to dismiss this action.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the financial impact of the matters in this sectionactions described on the Group or what effect they might have upon the Group’s operating results, cash flows or financial position in any particular period.

CCUK Finance Limited and CIAC Corporation

In May 2017, Barclays Bank PLC was served with a civil claim by CCUK Finance Limited and CIAC Corporation issued in the English High Court alleging breach of a contractual indemnity, fraudulent misrepresentation and breach of warranty arising out of the sale of a portfolio of credit cards in 2007. Barclays Bank PLC has filed a defence and counterclaim.

Claimed Amounts/Financial Impact

The claim seeks damages of not less than £1bn plus interest and costs. The damages claimed do not necessarily reflect Barclays Bank PLC’s potential financial exposure if any, that these mattersa ruling were to be made against it. It is not currently practicable to provide an estimate of the financial impact of the action described or what effect it might have upon operating results, cash flows or the Group’s financial position in any particular period.

Interest Rate Hedging Products RedressPortuguese Competition Authority investigation

See Note 27 forThe Portuguese Competition Authority is investigating whether competition law was infringed by the exchange of information about retail credit products amongst 15 banks in Portugal, including the Group, over a descriptionperiod of 11 years with particular reference to mortgages, consumer lending and lending to small and medium enterprises. The Group is cooperating with the investigation.

Claimed Amounts/Financial Impact

It is not currently practicable to provide an estimate of the FSA’s review and redress exercisefinancial impact of the action described or what effect it might have upon operating results, cash flows or the Group’s financial position in respect of interest rate hedging products and the provisions recognised by the Group in connection with it.any particular period.

General

The Group is engaged in various other legal, competition and regulatory matters both in the UK and US and a number of other overseas jurisdictions. It is subject to legal proceedings by and against the Group which arise in the ordinary course of business from time to time, including (but not limited to) disputes in relation to contracts, securities, debt collection, consumer credit, fraud, trusts, client assets, competition, data protection, money laundering, financial crime, employment, environmental and other statutory and common law issues.

The Group is also subject to enquiries and examinations, requests for information, audits, investigations and legal and other proceedings by regulators, governmental and other public bodies in connection with (but not limited to) consumer protection measures, compliance with legislation and regulation, wholesale trading activity and other areas of banking and business activities in which the Group is or has been engaged.

The Group is cooperating with the relevant authorities and keeping all relevant agencies briefed as appropriate in relation to these matters and others described in this note on an ongoing basis.

At the present time, the Group does not expect the ultimate resolution of any of these other matters to have a material adverse effect on its financial position. However, in light of the uncertainties involved in such matters and the matters specifically described in this note, there can be no assurance that the outcome of a particular matter or matters will not be material to the Group’s results of operations or cash flow for a particular period, depending on, amongst other things, the amount of the loss resulting from the matter(s) and the amount of income otherwise reported for the reporting period.

 

 

276  | Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    247


Notes to the financial statements

Capital instruments, equity and reserves

The notes included in this section focus on the Group’s loan capital and shareholders equity including issued share capital, retained earnings, other equity balances and interests of minority shareholders in our subsidiary entities (non-controlling interests). For more information on capital management and how the Group maintains sufficient capital to meet our regulatory requirements see pages 153 to 159.

30 Subordinated liabilities

 

Accounting for subordinated debt

Subordinated debt is measured at amortised cost using the effective interest method under IAS 39.

Notes to the financial statements

Capital instruments, equity and reserves

The notes included in this section focus on the Group’s loan capital and shareholders’ equity including issued share capital, retained earnings, other equity balances and interests of minority shareholders in our subsidiary entities(non-controlling interests). For more information on capital management and how the Group maintains sufficient capital to meet our regulatory requirementsrefer to pages 137 to 145.

30 Subordinated liabilities

Accounting for subordinated debt

Subordinated debt is measured at amortised cost using the effective interest method under IAS 39.

    

2017

£m

  

2016

£m

 
Opening balance as at 1 January       23,383       21,467 
Issuances   3,041   1,457 
Redemptions   (1,378  (1,143
Other   (1,220  1,602 
Total subordinated liabilities   23,826   23,383 

Issuances totalling £3,041m made up of $2,000m 4.836% Fixed Rate Subordinated Callable Notes (£1,547m),1,500m 2% Fixed Rate

Subordinated Callable Notes (£1,384m) and SGD 200m 3.75% Fixed Rate Resetting Subordinated Callable Notes (£110m). Redemptions totalling £1,378m include £133m 6.375% Undated Subordinated Notes, $1,556m 6.05% Fixed Rate Subordinated Notes (£1,151m), $117m 7.434%Step-up Callable Perpetual Reserve Capital Instruments (£87m) and instruments issued by other subsidiaries (£7m). Other movements include a decrease of £1,220m largely due to the depreciation of period end USD against GBP.

Subordinated liabilities include accrued interest and comprise undated and dated loan capital as follows:

 

 

 
   

2014

£m

 

2013  

£m  

 

 

 

Undated subordinated liabilities

    5,640     6,127    

Dated subordinated liabilities

    15,513     15,568    

 

 

Total subordinated liabilities

    21,153     21,695    

 

 

 

None of the Group’s loan capital is secured.

 

  

 

 

Undated subordinated liabilities

      

 

 
   

      Subordinated liabilities       
per balance sheet

 
 Initial call date 

2014

£m

 

2013  

£m  

 

 

 

Barclays Bank PLC issued

     

Tier One Notes (TONs)

     

6% Callable Perpetual Core Tier One Notes

   2032    16     105    

6.86% Callable Perpetual Core Tier One Notes (US$569m)

   2032    604     613    

Reserve Capital Instruments (RCIs)

     

5.926% Step-up Callable Perpetual Reserve Capital Instruments (US$159m)

   2016    112     368    

7.434% Step-up Callable Perpetual Reserve Capital Instruments (US$117m)

   2017    85     244    

6.3688% Step-up Callable Perpetual Reserve Capital Instruments

   2019    39     114    

14% Step-up Callable Perpetual Reserve Capital Instruments

   2019    3,065     2,951    

5.3304% Step-up Callable Perpetual Reserve Capital Instruments

   2036    52     107    

Undated Notes

     

6.875% Undated Subordinated Notes

   2015    140     145    

6.375% Undated Subordinated Notes

   2017    146     146    

7.7% Undated Subordinated Notes (US$99m)

   2018    69     67    

8.25% Undated Subordinated Notes

   2018    152     151    

7.125% Undated Subordinated Notes

   2020    202     198    

6.125% Undated Subordinated Notes

   2027    249     223    

Junior Undated Floating Rate Notes (US$109m)

   Any interest payment date    70     66    

Undated Floating Rate Primary Capital Notes Series 3

   Any interest payment date    145     145    

Bonds

     

9.25% Perpetual Subordinated Bonds (ex-Woolwich plc)

   2021    94     91    

9% Permanent Interest Bearing Capital Bonds

   At any time    46     42    

Loans

     

5.03% Reverse Dual Currency Undated Subordinated Loan (Yen 8,000m)

   2028    39     39    

5% Reverse Dual Currency Undated Subordinated Loan (Yen 12,000m)

   2028    54     58    

Barclays SLCSM Funding B.V. guaranteed by the Bank

     

6.140% Fixed Rate Guaranteed Perpetual Subordinated Notes

   2015    261     254    

 

 

Total undated subordinated liabilities

    5,640     6,127    

 

 
    

2017

£m

  

2016

£m

 
Undated subordinated liabilities   4,191   4,495 
Dated subordinated liabilities   19,635    18,888  
Total subordinated liabilities       23,826       23,383 

None of the Group’s loan capital is secured.

 

Undated subordinated liabilities               
       

Subordinated liabilities per

balance sheet

 
    Initial call date   

2017

£m

   

2016

£m

 
Barclays Bank PLC issued      
Tier One Notes (TONs)      
6% Callable Perpetual Core Tier One Notes   2032    16    17 
6.86% Callable Perpetual Core Tier One Notes (USD 179m)   2032    197    232 
Reserve Capital Instruments (RCIs)      
7.434%Step-up Callable Perpetual Reserve Capital Instruments (USD 117m)   2017        100 
6.3688%Step-up Callable Perpetual Reserve Capital Instruments   2019    36    37 
14%Step-up Callable Perpetual Reserve Capital Instruments   2019          3,142          3,124 
5.3304%Step-up Callable Perpetual Reserve Capital Instruments   2036    52    54 
Undated Notes      
6.375% Undated Subordinated Notes   2017        140 
7.7% Undated Subordinated Notes (USD 99m)   2018    74    84 
8.25% Undated Subordinated Notes   2018    144    148 
7.125% Undated Subordinated Notes   2020    182    193 
6.125% Undated Subordinated Notes   2027    43    45 
Junior Undated Floating Rate Notes (USD 38m)   Any interest payment date    28    31 
Undated Floating Rate Primary Capital Notes Series 3   Any interest payment date    21    21 
Bonds      
9.25% Perpetual Subordinated Bonds(ex-Woolwich Plc)   2021    87    91 
9% Permanent Interest Bearing Capital Bonds   At any time    45    47 
Loans      
5.03% Reverse Dual Currency Undated Subordinated Loan (JPY 8,000m)   2028    51    54 
5% Reverse Dual Currency Undated Subordinated Loan (JPY 12,000m)   2028    73    77 
Total undated subordinated liabilities        4,191    4,495 

 

248    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F |  277


Notes to the financial statements

Capital instruments, equity and reserves

    

    

 

30 Subordinated liabilitiescontinued

Undated loan capital

Undated loan capital is issued by the Bank and its subsidiaries for the development and expansion of theirthe business and to strengthen theirthe capital bases. The principal terms of the undated loan capital are described below:

Subordination

All undated loan capital ranks behind the claims against the bank of depositors and other unsecured unsubordinated creditors and holders of dated loan capital in the following order: Junior Undated Floating Rate Notes; other issues of Undated Notes, Bonds and Loans ranking pari passu with each other; followed by TONs and RCIs ranking pari passu with each other.

Interest

All undated loan capital bears a fixed rate of interest until the initial call date, with the exception of the 9% Bonds which are fixed for the life of the issue, and the Junior and Series 3 Undated Notes which are floating rate.

After the initial call date, in the event that they are not redeemed, the 6.875%, 6.375%, 7.125%, 6.125% Undated Notes and the 9.25% Bonds and the 6.140% Perpetual Notes will bear interest at rates fixed periodically in advance for five-year periods based on market rates. All other undated loan capital except the two floating rate Undated Notes will bear interest, and the two floating rate Undated Notes currently bear interest, at rates fixed periodically in advance based on London interbank rates.

Payment of interest

The Bank is not obliged to make a payment of interest on its Undated Notes, Bonds and Loans excluding the 7.7% Undated Notes, 8.25% Undated Notes and 9.25% Bonds and 6.140% Perpetual Notes if, in the preceding six months, a dividend has not been declared or paid on any class of shares of Barclays PLC or, in certain cases, any class of preference shares of the Bank. The Bank is not obliged to make a payment of interest on its 9.25% Perpetual Subordinated Bonds if, in the immediately preceding 12 months’ interest period, a dividend has not been paid on any class of its share capital. Interest not so paid becomes payable in each case if such a dividend is subsequently paid or in certain other circumstances. During the year, the Bank declared and paid dividends on its ordinary shares and on all classes of preference shares.

No payment of principal or any interest may be made unless the Bank satisfies a specified solvency test.

The Bank may elect to defer any payment of interest on the 7.7% Undated Notes and 8.25% Undated Notes. Until such time as any deferred interest has been paid in full, neither the Bank nor Barclays PLC may declare or pay a dividend, subject to certain exceptions, on any of its ordinary shares, preference shares, or other share capital or satisfy any payments of interest or coupons on certain other junior obligations.

Barclays SLCSM Funding B.V. and the Bank may elect to defer any payment of interest on the 6.140% Perpetual Notes. However, any deferred interest will automatically become immediately due and payable on the earlier of: (i) the date on which any dividend or other distribution or interest or other payment is made in respect of any pari passu or any junior obligations or on which any pari passu or any junior obligations are purchased, (ii) the date of redemption or purchase of the 6.140% Perpetual Notes and (iii) certain other events including bankruptcy, liquidation or winding up of the Barclays SLCSM Funding B.V. or the Bank.

The Bank may elect to defer any payment of interest on the RCIs. Any such deferred payment of interest must be paid on the earlier of: (i) the date of redemption of the RCIs, (ii) the coupon payment date falling on or nearest to the tenth anniversary of the date of deferral of such payment, and (iii) in respect of the 14% RCIs only, substitution. WhilstWhile such deferral is continuing, neither the Bank nor Barclays PLC may declare or pay a dividend, subject to certain exceptions, on any of its ordinary shares or preference shares.

The Bank may elect to defer any payment of interest on the TONs if it determines that it is, or such payment would result in it being, innon-compliance with capital adequacy requirements and policies of the PRA. Any such deferred payment of interest will only be payable on a redemption of the TONs. Until such time as the Bank next makes a payment of interest on the TONs, neither the Bank nor Barclays PLC may (i) declare or pay a dividend, subject to certain exceptions, on any of their respective ordinary shares or Preference Shares, or make payments of interest in respect of the Bank’s Reserve Capital Instruments and (ii) certain restrictions on the redemption, purchase or reduction of their respective share capital and certain other securities also apply.

Repayment

All undated loan capital is repayable at the option of the Bank, generally in whole, at the initial call date and on any subsequent coupon or interest payment date or in the case of the 6.875%, 6.375%, 7.125%, 6.125% Undated Notes and the 9.25% Bonds and the 6.140% Perpetual Notes on any fifth anniversary after the initial call date. In addition, each issue of undated loan capital is repayable, at the option of the Bank in whole in the event of certain changes in the tax treatment of the notes, either at any time, or on an interest payment date. There are no events of default exceptnon-payment of principal or mandatory interest. Any repayments require the prior approval of the PRA.

Other

All issues of undated subordinated liabilities arenon-convertible.

 

278  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    249


Notes to the financial statements

Capital instruments, equity and reserves

    

 

30 Subordinated liabilitiescontinued

 

Dated subordinated liabilities

            
     Subordinated liabilities
per balance sheet
 
  Initial
call date
 

Maturity

date

 

2014

£m

 

2013  

£m  

 

Barclays PLC issued

        

4.375% Fixed Rate Subordinated Notes (US$1,250m)

     2024     810     –    

Barclays Bank PLC issued

        

Callable Fixed/Floating Rate Subordinated Notes (1,000m)

   2014     2019          866    

4.38% Fixed Rate Subordinated Notes (US$75m)

     2015     49     49    

4.75% Fixed Rate Subordinated Notes (US$150m)

     2015     98     97    

5.14% Lower Tier 2 Notes (US$1,094m)

   2015     2020     767     706    

6.05% Fixed Rate Subordinated Notes (US$1,556m)

     2017     1,102     1,073    

Floating Rate Subordinated Notes (40m)

     2018     31     33    

6% Fixed Rate Subordinated Notes (1,750m)

     2018     1,462     1,554    

CMS-Linked Subordinated Notes (100m)

     2018     82     87    

CMS-Linked Subordinated Notes (135m)

     2018     109     116    

Fixed/Floating Rate Subordinated Callable Notes

   2018     2023     565     570    

7.75% Contingent Capital Notes (US$1,000m)

   2018     2023     640     603    

Floating Rate Subordinated Notes (50m)

     2019     38     41    

6% Fixed Rate Subordinated Notes (1,500m)

     2021     1,338     1,356    

9.5% Subordinated Bonds (ex-Woolwich plc)

     2021     306     306    

Subordinated Floating Rate Notes (100m)

     2021     77     82    

10% Fixed Rate Subordinated Notes

     2021     2,363     2,265    

10.179% Fixed Rate Subordinated Notes (US$1,521m)

     2021     1,062     991    

Subordinated Floating Rate Notes (50m)

     2022     39     42    

6.625% Fixed Rate Subordinated Notes (1,000m)

     2022     947     957    

7.625% Contingent Capital Notes (US$3,000m)

     2022     1,856     1,649    

Subordinated Floating Rate Notes (50m)

     2023     39     42    

5.75% Fixed Rate Subordinated Notes

     2026     828     742    

5.4% Reverse Dual Currency Subordinated Loan (Yen 15,000m)

     2027     74     74    

6.33% Subordinated Notes

     2032     62     55    

Subordinated Floating Rate Notes (100m)

     2040     78     83    

Absa Bank Limited issued

        

8.8% Subordinated Fixed Rate Callable Notes (ZAR 1,725m)

   2014     2019          102    

6.00% CPI-linked Subordinated Callable Notes (ZAR 3,000m)

   2014     2019          228    

8.1% Subordinated Callable Notes (ZAR 2,000m)

   2015     2020     114     121    

10.28% Subordinated Callable Notes (ZAR 600m)

   2017     2022     34     35    

Subordinated Callable Notes (ZAR 400m)

   2017     2022     22     23    

Subordinated Callable Notes (ZAR 1,805m)

   2017     2022     101     105    

Subordinated Callable Notes (ZAR 2,007m)

   2018     2023     112     116    

8.295% Subordinated Callable Notes (ZAR 1,188m)

   2018     2023     64     69    

Subordinated Callable Notes (ZAR 370m)

   2019     2024     21     –    

Subordinated Callable Notes (ZAR 130m)

   2019     2024     7     –    

5.50% CPI-linked Subordinated Callable Notes (ZAR 1,500m)

   2023     2028     109     107    

Other capital issued by Barclays Africa and Japan

     2014-2018     107     223    

Total dated subordinated liabilities

             15,513     15,568    
Dated subordinated liabilities                    
           

Subordinated liabilities per

balance sheet

 
    

Initial

call date

   

Maturity

date

   

2017

£m

   

2016

£m

 
Barclays PLC issued        
2.625% Fixed Rate Subordinated Callable Notes (EUR 1,250m)   2020    2025    1,119    1,084 
2% Fixed Rate Subordinated Callable Notes (EUR 1,500m)   2023    2028    1,325     
4.375% Fixed Rate Subordinated Notes (USD 1,250m)     2024    947    1,054 
3.75% Fixed Rate Resetting Subordinated Callable Notes (SGD 200m)   2025    2030    111     
5.20% Fixed Rate Subordinated Notes (USD 2,050m)     2026    1,439    1,590 
4.836% Fixed Rate Subordinated Callable Notes (USD 2,000m)   2027    2028    1,471     
Barclays Bank PLC issued        
6.05% Fixed Rate Subordinated Notes (USD 1,556m)     2017        1,316 
Floating Rate Subordinated Notes (EUR 40m)     2018    36    34 
6% Fixed Rate Subordinated Notes (EUR 1,750m)     2018    1,643    1,590 
CMS-Linked Subordinated Notes (EUR 100m)     2018    93    90 
CMS-Linked Subordinated Notes (EUR 135m)     2018    124    120 
Fixed/Floating Rate Subordinated Callable Notes   2018    2023    533    548 
7.75% Contingent Capital Notes (USD 1,000m)   2018    2023    747    822 
Floating Rate Subordinated Notes (EUR 50m)     2019    44    42 
5.14% Lower Tier 2 Notes (USD 1,094m)     2020    841    956 
6% Fixed Rate Subordinated Notes (EUR 1,500m)     2021    1,484    1,444 
9.5% Subordinated Bonds(ex-Woolwich Plc)     2021    273    286 
Subordinated Floating Rate Notes (EUR 100m)     2021    88    85 
10% Fixed Rate Subordinated Notes     2021    2,261    2,345 
10.179% Fixed Rate Subordinated Notes (USD 1,521m)     2021    1,118    1,285 
Subordinated Floating Rate Notes (EUR 50m)     2022    44    43 
6.625% Fixed Rate Subordinated Notes (EUR 1,000m)     2022    1,043    1,042 
7.625% Contingent Capital Notes (USD 3,000m)     2022    2,163    2,390 
Subordinated Floating Rate Notes (EUR 50m)     2023    44    43 
5.75% Fixed Rate Subordinated Notes     2026    366    384 
5.4% Reverse Dual Currency Subordinated Loan (JPY 15,000m)     2027    97    103 
6.33% Subordinated Notes     2032    62    64 
Subordinated Floating Rate Notes (EUR 68m)     2040    60    58 
Issuances by other subsidiaries        2018–2019    59    70 
Total dated subordinated liabilities                 19,635        18,888 

Dated loan capital

Dated loan capital is issued by the Company, the Bank and respective subsidiaries for the development and expansion of their business and to strengthen their respective capital bases. The principal terms of the dated loan capital are described below:

Subordination

Dated loan capital issued by the Company ranks behind the claims against the Company of unsecured unsubordinated creditors but before the claims of the holders of its equity.

All dated loan capital issued by the Bank ranks behind the claims against the Bank of depositors and other unsecured unsubordinated creditors but before the claims of the undated loan capital and the holders of its equity. The dated loan capital issued by other subsidiaries is similarly subordinated.

Interest

Interest on the Floating Rate Notes is fixed periodically in advance, based on the related interbank or local central bank rates.

Interest on the 7.75% Contingent Capital Notes, is2.625% Fixed Rate Subordinated Callable Notes, 4.836% Fixed Rate Subordinated Callable Notes,

2% Fixed Rate Subordinated Callable Notes and the 3.75% Fixed Rate Resetting Subordinated Callable Notes are fixed until the call date. After the respective call date,dates, in the event that it isthey are not redeemed, the interest raterates will bere-set and fixed until maturity based on a market rate.

|  279


Notes to the financial statements

Capital instruments, equity and reserves

30 Subordinated liabilitiescontinued

Repayment

Those Notes with a call date are repayable at the option of the issuer, on conditions governing the respective debt obligations, some in whole or in part, and some only in whole. The remaining dated loan capital outstanding at 31 December 20142017 is redeemable only on maturity, subject in particular cases to provisions allowing an early redemption in the event of certain changes in tax law, or to certain changes in legislation or regulations.

Any repayments prior to maturity require, in the case of the Company and the Bank, the prior approval of the PRA, or in the case of the overseas issues, the approval of the local regulator for that jurisdiction and of the PRA in certain circumstances.

There are no committed facilities in existence at the balance sheet date which permit the refinancing of debt beyond the date of maturity.

The other capital issued by Barclays Kenya, Botswana and Zambia includes amounts of £6m (2013: £14m) issued by Barclays Botswana that are convertible. These are repayable at the option of the issuer, prior to maturity, on conditions governing the respective debt obligations, some in whole or in part and some only in whole.

250    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


30 Subordinated liabilitiescontinued

Other

The 7.625% Contingent Capital Notes will be automatically transferred from investors to Barclays PLC (or another entity within the Group) for nil consideration in the event the Barclays PLC consolidated CRD IV Common Equity Tier 1 (CET 1)CET1 ratio (FSA October 2012 transitional statement) falls below 7.0%.

The 7.75% Contingent Capital Notes will be automatically written-down and investors will lose their entire investment in the notes in the event the Barclays PLC consolidated CRD IV Common Equity Tier 1 (CET 1)CET1 ratio (FSA October 2012 transitional statement) falls below 7.0%.

31 Ordinary shares, share premium, and other equity

Called up share capital, allotted and fully paid

                         
    Number
of shares
m
   Ordinary
shares
£m
   Share
premium
£m
   Total share
capital and
share
premium
£m
   Other
equity
instruments
£m
 

As at 1 January 2014

   16,113     4,028     15,859     19,887     2,063  

Issued to staff under share incentive plans

   320     81     691     772       

Issuances relating to Scrip Dividend Programme

   65     16     134     150       

AT1 equity issuance

                       2,263  

Other movements

                       (4

As at 31 December 2014

   16,498     4,125     16,684     20,809     4,322  

As at 1 January 2013

   12,243     3,061     9,416     12,477       

Issued to staff under share incentive plans

   257     63     727     790       

Warrants exercised

   379     95     655     750       

Rights issue

   3,219     805     5,025     5,830       

Issuances relating to Scrip Dividend Programme

   15     4     36     40       

AT1 equity issuance

                       2,063  

As at 31 December 2013

   16,113     4,028     15,859     19,887     2,063  

Called up share capital, allotted and fully paid                         
    

  Number of

shares

m

   

    Ordinary

shares

£m

   

Share

  premium

£m

   

  Total share

capital and

share

premium

£m

   

Other

equity

  instruments

£m

 
As at 1 January 2017   16,963    4,241    17,601    21,842    6,449 
Issued to staff under share incentive plans   46    12    74    86     
Issuances relating to Scrip Dividend Programme   51    12    105    117     
AT1 securities issuance                   2,490 
Other movements                   2 
As at 31 December 2017   17,060    4,265    17,780    22,045    8,941 
As at 1 January 2016   16,805    4,201    17,385    21,586    5,305 
Issued to staff under share incentive plans   116    30    158    188     
Issuances relating to Scrip Dividend Programme   42    10    58    68     
AT1 securities issuance                   1,132 
Other movements                   12 
As at 31 December 2016   16,963    4,241    17,601    21,842    6,449 

Called up share capital

Called up share capital comprises 16,498m (2013: 16,113m)17,060m (2016: 16,963m) ordinary shares of 25p each. The increase was due to the issuance of shares under employee share schemes and the Barclays PLC Scrip Dividend Programme.

Share repurchase

At the 20142017 AGM on 24 April 2014,10 May 2017, Barclays PLC was authorised to repurchase 1,635mup to an aggregate of 1,696m of its ordinary shares of 25p. The authorisation is effective until the AGM in 20152018 or the close of business on 30 June 2015,2018, whichever is the earlier. No share repurchases were made during either 20142017 or 2013.2016.

Other equity instruments

Other equity instruments of £4,322m (2013: £2,063m)£8,941m (2016: £6,449m) include Additional Tier 1 (AT1)AT1 securities issued by Barclays PLC during 2013 and 2014. During 2013,PLC. In 2017, there were two separate issuances of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (2016: one issuance), with principal amounts of $2bn and1bn. In 2014, there were three issuances of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, with principal amounts of $1.2bn,1.1bn and £0.7bn. The 2014 AT1 securities were issued as part of an exchange of £1,527m of Barclays Bank PLC preference shares (held as non-controlling interests for Barclays PLC) and £607m of subordinated debt instruments (Tier 1 Notes and Reserve Capital Instruments)totalling £2.5bn (2016: £1.1bn).

The exchange exercise involved Barclays PLC issuing AT1 securities to investors in exchange for Barclays Bank PLC preference shares and Barclays Bank PLC subordinated debt instruments held by the same investors. As part of the exercise, Barclays Bank PLC issued three corresponding AT1 instruments to Barclays PLC. Upon completion of the exercise, the preference shares and subordinated debt instruments were cancelled by Barclays Bank PLC.

The AT1 securities are perpetual securities with no fixed maturity and are structured to qualify as AT1 instruments under CRD IV.

280  |


31 Ordinary shares, share premium, and other equitycontinued

The principal terms of the AT1 securities are described below:

 

¡ AT1 securities rank behind the claims against Barclays PLC of (i) unsubordinated creditors; (ii) claims which are expressed to be subordinated to the claims of unsubordinated creditors of Barclays PLC but not further or otherwise; or (iii) claims which are, or are expressed to be, junior to the claims of other creditors of Barclays PLC, whether subordinated or unsubordinated, other than claims which rank, or are expressed to rank, pari passu with, or junior to, the claims of holders of the AT1 securitiessecurities.

 

¡ AT1 securities bear a fixed rate of interest until the initial call date. After the initial call date, in the event that they are not redeemed, the AT1 securities will bear interest at rates fixed periodically in advance for five yearfive-year periods based on market ratesrates.

 

¡ Interest on the AT1 securities will be due and payable only at the sole discretion of Barclays PLC, and Barclays PLC has sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any interest payment datedate.

 

¡ AT1 securities are undated and are repayable, at the option of Barclays PLC, in whole at the initial call date, or on any fifth anniversary after the initial call date. In addition, the AT1 securities are repayable, at the option of Barclays PLC, in whole in the event of certain changes in the tax or regulatory treatment of the securities. Any repayments require the prior consent of the PRA.

All AT1 securities will be converted into ordinary shares of Barclays PLC, at apre-determined price, should the fully loaded CET1 ratio of the Barclays PLC Group fall below 7.0%.

32 Reserves

Currency translation reserve

The currency translation reserve represents the cumulative gains and losses on the retranslation of the Group’s net investment in foreign operations, net of the effects of hedging.

As at 31 December 2014 there was a debit balance of £582m (2013: £1,142m debit) in the currency translation reserve. The decrease in the debit balance of £560m (2013: £1,201m decrease to a debit balance) principally reflected the strengthening of USD against GBP. The currency translation reserve movement associated with non-controlling interests was a £74m debit (2013: £566m debit) reflecting the further depreciation of ZAR against GBP.

During the year a £91m net gain (2013: £5m) from recycling of the currency translation reserve was recognised in the income statement.

Available for sale reserve

The available for sale reserve represents the unrealised change in the fair value of available for sale investments since initial recognition.

As at 31 December 2014 there was a credit balance of £562m (2013: £148m credit) in the available for sale reserve. The increase of £414m (2013: £379m decrease) principally reflected a £5,336m gain from changes in fair value on Government Bonds, predominantly held in the liquidity pool, offset by £4,074m of losses from related hedging, £620m of net gains transferred to net profit and £103m of tax.

Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative gains and losses on effective cash flow hedging instruments that will be recycled to the income statement when the hedged transactions affect profit or loss.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    251


Notes to the financial statements

Capital instruments, equity and reserves

32 Reservescontinued

Own credit reserve

As at 31 December 2014 there was a result of the early adoption of the own credit balanceprovisions of £1,817m (2013: £273m credit) in the cash flow hedging reserve. The increase of £1,544m (2013: £1,826m decrease) principally reflected a £2,662m increase in theIFRS 9 on 1 January 2017, own credit on financial liabilities designated at fair value of interest rate swaps held for hedging purposes as interest rate forward curves decreased, partly offset by £737m gains recycled tothrough profit and loss which was previously recorded in the income statement is now recognised within other comprehensive income. Amounts in line with when the hedged item affectsown credit reserve is not recycled to profit or loss and £381m of tax.in future periods.

Other reserves and treasury shares

As at 31 December 2014 there was a credit balance of £1,011m (2013: £1,011m credit) in otherOther reserves relatingrelate to the excess repurchase price paid over nominal of redeemed ordinary and preference shares issuesissued by the Group.

Treasury shares relate to Barclays PLC shares held in relation to the Group’s various share schemes. These schemes are described in Note 34. Treasury shares are deducted from shareholders’ equity within other reserves. A transfer is made to retained earnings in line with the vesting of treasury shares held for the purposes of share-based payments.

The treasury shares primarily relate to Barclays PLC shares held in relation to the Group’s various share schemes. These schemes are described in

    

2017

£m

  

2016

£m

 
Currency translation reserve       3,054       3,051 
Available for sale reserve   364   (74
Cash flow hedging reserve   1,161   2,105 
Own credit reservea   (179   
Other reserves and treasury shares   983   969 
Total   5,383   6,051 

Note 34 Share Based Payments.

As at 31 December 2014 there was a debit balance of £84m (2013: £41m debit) in other reserves relating to treasury shares. The increase principally reflected £909m (2013: £1,066m) of net purchases of treasury shares held for the purposes of employee share schemes, partially offset by £866m (2013: £1,047m) transferred to retained earnings reflecting the vesting of deferred share based payments.

33 Non-controlling interests                              
   Profit attributable to
non-controlling interest
   Equity attributable to
non-controlling interest
   Dividends paid to
non-controlling interest
 
    

2014

£m

   

2013

£m

   

2014

£m

   

2013

£m

   

2014

£m

   

2013

£m

 

Barclays Bank PLC issued:

            

– Preference shares

   441     410     3,654     5,868     441     471  

– Upper Tier 2 instruments

   2     2     486     485            

Barclays Africa Group Limited

   320     343     2,247     2,204     189     342  

Other non-controlling interests

   6     2     4     7     1       

Total

   769     757     6,391     8,564     631     813  

Subsidiaries of the Group that give rise to significant non-controlling interests are Barclays Bank PLC and Barclays Africa Group Limited.

a
|  281
As at 31 December 2017, the amount of own credit recognised in the Group’s other comprehensive income was a debit balance of £179m. Upon adoption of IFRS 9, an opening debit balance of £175m was recognised, with a further £4m loss (net of tax) recorded during 2017.


Notes to the financial statements33Non-controlling

Capital instruments, equity and reserves interests

 

33 Non-controlling interestscontinued

    

Profit attributable to

non-controlling interest

  

Equity attributable to

non-controlling interest

  

Dividends paid to non-

controlling interest

 
    

2017

£m

  

2016

£m

  

2017

£m

  

2016

£m

  

2017

£m

  

2016

£m

 
Barclays Bank PLC issued:       
– Preference shares   242   340   1,838   2,698   242   340 
– Upper Tier 2 instruments   3   3   272   272       
Barclays Africa Group Limited   140   402      3,507   173   235 
Othernon-controlling interests   4   3   1   15       
Total ��        389           748        2,111        6,492           415           575  

Barclays Bank PLC

Barclays PLC holds 100% of the voting rights of Barclays Bank PLC. As at 31 December 2014,2017, Barclays Bank PLC has in issue preference shares and Upper Tier 2 instruments, representing 11% (2013: 12%(2016: 11%) of its equity. Preference share dividends and redemption are typically at the discretion of Barclays Bank PLC. The payment of Upper Tier 2 instrument coupons and principal are typically at the discretion of Barclays Bank PLC, except for coupon payments that become compulsory where Barclays PLC has declared or paid a dividend on ordinary shares in the precedingsix-month period. Preference share and Upper Tier 2 instrument holders typically only have rights to redeem in the event of insolvency.

 

 

 
  Instrument  

 

 
 

2014

£m

 

2013   

£m   

 

 

 

Preference Shares:

  

6.00% non cumulative callable preference shares

  203    744    

6.278% non cumulative callable preference shares

  318    548    

4.875% non cumulative callable preference shares

      687    

4.75% non cumulative callable preference shares

  211    967    

6.625% non cumulative callable preference shares

  406    406    

7.1% non cumulative callable preference shares

  657    657    

7.75% non cumulative callable preference shares

  550    550    

8.125% non cumulative callable preference shares

  1,309    1,309    

 

 

Total Barclays Bank PLC Preference Shares

  3,654    5,868    

Barclays Africa Group Limited

  258    267    

 

 

Total

  3,912    6,135    

 

 

Upper Tier 2 Instruments:

  

Undated Floating Rate Primary Capital Notes Series 1

  222    222    

Undated Floating Rate Primary Capital Notes Series 2

  264    263    

 

 

Total Upper Tier 2 Instruments

  486    485    

 

 

 

Summarised financial information for Barclays Africa Group Limited

Summarised financial information for Barclays Africa Group Limited, before intercompany eliminations, is set out below:

 

  

  

 

 
 

Barclays
Africa Group
Limited

2014

£m

 

Barclays  

Africa Group  
Limited  

2013  

£m  

 

 

 

Income statement information

  

Total income net of insurance claims

  3,530    3,356    

Profit after tax

  765    807    

Total other comprehensive income for the year, after tax

  (7  (71)   

 

 

Total comprehensive income for the year

  758    736    

 

 

Statement of Cash flows information

  

Net cash inflows

  43    109    

 

 

Balance sheet information

  

Total assets

  55,378    55,616    

Total liabilities

  50,150    50,500    

 

 

Shareholder equity

  5,228    5,116    

 

 

Full financial statements for Barclays Africa Group Limited can be obtained at barclaysafrica.com/barclaysafrica/investor-Relations.

Instrument  

2017

£m

  

2016

£m

 
Preference Shares:   
6.00% non cumulative callable preference shares      203 
6.278% non cumulative callable preference shares   318   318 
4.75% non cumulative callable preference shares   211   211 
7.1% non cumulative callable preference shares      657 
8.125% non cumulative callable preference shares   1,309   1,309 
Total Barclays Bank PLC Preference Shares   1,838   2,698 
Barclays Africa Group Limited      277 
Total       1,838        2,975  
Upper Tier 2 Instruments:   
Undated Floating Rate Primary Capital Notes Series 1   93   93 
Undated Floating Rate Primary Capital Notes Series 2   179   179 
Total Upper Tier 2 Instruments   272   272 

Protective rights ofnon-controlling interests

Barclays Africa Group Limited

Barclays owns 62.3%shareholding in BAGL has reduced from 50.1% in 2016 to 14.9% in 2017. Following the disposal BAGL is not considered as a subsidiary of the share capital of Barclays Africa Group Limited. Certain resolutions of Barclays Africa require a 75% approval which restricts Barclays PLC’s rights to access the assets of Barclays Africa and its group companies. 75% approval would be required to dispose of all or the greater part of the Barclays Africa Group Limited’s assets or to complete the voluntary winding up of the entity.has been deconsolidated for accounting purposes and is accounted for as an Available For Sale asset.

Barclays Bank PLC

Barclays Bank PLC also has in issue preference shares which arenon-controlling interests to the Group. Under the terms of these instruments, Barclays PLC may not pay dividends on ordinary shares until a dividend is next paid on these instruments or the instruments are redeemed or purchased by Barclays Bank PLC. There are no restrictions on Barclays Bank PLC’s ability to remit capital to the Parent as a result of these issued instruments.

 

282  |252    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Notes to the financial statements

Employee benefits

Notes to the financial statements

Employee benefits

    

 

The notes included in this section focus on the costs and commitments associated with employing our staff.

 

34 Share basedShare-based payments

 

Accounting for share based payments

The Group applies IFRS 2Share Based Payments in accounting for employee remuneration in the form of shares.

Employee incentives include awards in the form of shares and share options, as well as offering employees the opportunity to purchase shares on favourable terms. The cost of the employee services received in respect of the shares or share options granted is recognised in the income statement over the period that employees provide services, generally the period between the date the award is granted or notified and the vesting date of the shares or options. The overall cost of the award is calculated using the number of shares and options expected to vest and the fair value of the shares or options at the date of grant.

The number of shares and options expected to vest takes into account the likelihood that performance and service conditions included in the terms of the awards will be met. Failure to meet the non-vesting condition is treated as a cancellation, resulting in an acceleration of recognition of the cost of the employee services.

The fair value of shares is the market price ruling on the grant date, in some cases adjusted to reflect restrictions on transferability. The fair value of options granted is determined using option pricing models to estimate the numbers of shares likely to vest. These take into account the exercise price of the option, the current share price, the risk-free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. Market conditions that must be met in order for the award to vest are also reflected in the fair value of the award, as are any other non-vesting conditions – such as continuing to make payments into a share based savings scheme.

Accounting for share-based payments

The Group applies IFRS 2Share-based Payments in accounting for employee remuneration in the form of shares.

Employee incentives include awards in the form of shares and share options, as well as offering employees the opportunity to purchase shares on favourable terms. The cost of the employee services received in respect of the shares or share options granted is recognised in the income statement over the period that employees provide services. The overall cost of the award is calculated using the number of shares and options expected to vest and the fair value of the shares or options at the date of grant.

The number of shares and options expected to vest takes into account the likelihood that performance and service conditions included in the terms of the awards will be met. Failure to meet thenon-vesting condition is treated as a cancellation, resulting in an acceleration of recognition of the cost of the employee services.

The fair value of shares is the market price ruling on the grant date, in some cases adjusted to reflect restrictions on transferability. The fair value of options granted is determined using option pricing models to estimate the numbers of shares likely to vest. These take into account the exercise price of the option, the current share price, the risk-free interest rate, the expected volatility of the share price over the life of the option and other relevant factors. Market conditions that must be met in order for the award to vest are also reflected in the fair value of the award, as are any othernon-vesting conditions – such as continuing to make payments into a share-based savings scheme.

The charge for the year arising from share basedshare-based payment schemes was as follows:

 

Charge for the year   Charge for the year 
2014
£m
 2013
£m
 2012
£m
   

2017

£m

   

2016

£m

   

2015

£m

 

Share Value Plan

   575     576     610     153    473    442 
Deferred Share Value Plan   166         

Others

   84     126     173     186    192    86 

Total equity settled

   659     702     783     505    665    528 

Cash settled

   43     25     35     3    1    4 

Total share based payments

       702         727         818             508            666            532 

The terms of the main current plans are as follows:

Share Value Plan (SVP)

The SVP was introduced in March 2010 and approved by shareholders (for Executiveexecutive Director participation and use of new issue shares) at the AGM in April 2011. SVP awards are granted to participants in the form of a conditional right to receive Barclays PLC shares or provisional allocations of Barclays PLC shares which vest or are considered for release over a period of three, years in equal annual tranches.five or seven years. Participants do not pay to receive an award or to receive a release of shares. The grantor may also make a dividend equivalent payment to participants on release of a SVP award. SVP awards are also made to eligible employees for recruitment purposes. All awards are subject to potential forfeiture in certain leaver scenarios.

Deferred Share Value Plan (DSVP)

The DSVP was introduced in February 2017. The terms of the DSVP are materially the same as the terms of the SVP as described above, save that executive Directors are not eligible to participate in the DSVP and the DSVP operates over market purchase shares only. The accounting policies for employee benefits are included in Note 8.

Other schemes

In addition to the SVP and DSVP, the Group operates a number of other schemes including schemes operated by, and settled in, the shares of subsidiary undertakings, none of which areis individually or in aggregate material in relation to the charge for the year or the dilutive effect of outstanding share options. Included within other schemes are Sharesave (both UK and overseas), Sharepurchase (both UK and overseas), the BarclaysBarclays’ Long Term Incentive Plan, the Share Incentive Award and the Executive Share Award Scheme.

|  283


Notes to the financial statements

Employee benefits

34 Share based paymentscontinued

Share option and award plans

The weighted average fair value per award granted, and weighted average share price at the date of exercise/release of shares during the year, was:weighted average contractual remaining life and number of options and awards outstanding (including those exercisable) at the balance sheet date are as follows:

 

 

 
 

Weighted average fair value

per award granted in year

 

Weighted average share  

price at exercise/release  

during year  

 
  

 

 

 
 

2014

£

 

2013

£

 

2014

£

 

2013  

£  

 

 

 

SVPa

   2.33     3.04     2.31     3.04    

Othersa

   0.52-2.39     0.81-3.08     2.23-2.56     2.64-3.22    

 

 
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    253


Notes to the financial statements

Employee benefits

34 Share-based paymentscontinued

                                                                                                                                                
    2017   2016 
    

Weighted

average fair

value per

award

granted

in year

£

   

Weighted

average

share price

at exercise/

release

during year

£

   

Weighted

average

remaining

contractual

life in years

    

   

Number of

options/

awards

outstanding

(000s)

   

Weighted

average fair

value per

award

granted

in year

£

   

Weighted

average

share price

at exercise/

release

during year

£

   

Weighted

average

remaining

contractual

life in years

    

   

Number of

options/

awards

outstanding

(000s)

 
SVPa,b   2.30    2.29    1    191,610    1.66    1.66    1    406,016 
DSVPa,b   2.26    2.06    1    125,399                 
Othersa   0.41-2.30    1.99-2.30    0–3    210,160    0.61-1.67    1.65-1.88    0–3    205,129 

SVP and DSVP are nil cost awards on which the performance conditions are substantially completed at the date of grant. Consequently, the fair value of these awards is based on the market value at that date.

Movements in options and awards

The movement in the number of options and awards for the major schemes and the weighted average exercise price of options was:

 

 
 SVPa,b   Othersa,c    
  

 

 

 
 Number (000s)   Number (000s)   

 

Weighted average  

ex. price (£)  

  

  

                                                                                                
  

 

 

   SVPa,b DSVPa,b   Othersa,c 
2014  2013  2014  2013  2014 2013     Number (000s) Number (000s)   Number (000s) 

Weighted average

ex. price (£)

 

   2017 2016 2017 2016   2017 2016 2017   2016 

Outstanding at beginning of year/acquisition date

   524,260      540,872      231,989     278,843      1.55     1.70       406,016   386,470                –       205,129          166,975            1.38          1.75 

Granted in the year

   275,152      233,513      64,326     42,179      1.78     2.28       943   229,371      132,316       118,222   154,069  1.66    1.20 

Rights issue adjustments

   –      40,684      –     19,630           1.58    

Exercised/released in the year

   (287,319)     (265,082)     (71,594  (77,752)     1.44     2.19         (200,350    (191,623 (2,275      (90,324  (60,912 1.52    1.39 

Less: forfeited in the year

   (32,051)     (25,727)     (32,784  (22,383)     1.66     1.61       (14,999  (18,202 (4,642      (17,733  (47,342 1.42    1.95 

Less: expired in the year

   –      –      (6,338  (8,528)     2.24     3.03                    (5,134  (7,661 2.03    1.83 

 

Outstanding at end of year

   480,042      524,260      185,599     231,989      1.61     1.55       191,610   406,016  125,399       210,160   205,129  1.41    1.38 

 

Of which exercisable:

   44      60      20,025     20,977      1.88     2.52       18             24,569   24,435  1.59    1.78 

 

Notes

aOptions/award granted over Barclays PLC shares.
bNil cost award and therefore the weighted average exercise price was nil.
cThe number of awards within Others at the end of the year principally relates to Sharesave (number of awards exercisable at end of year was 10,121,109). The weighted average exercise price relates to Sharesave.

Certain of the Group’s share option plans enable certain directorsDirectors and employees to subscribe for new ordinary shares of Barclays PLC. For accounting for treasury shares seerefer to Note 32 Reserves.32.

The weighted average contractual remaining life and number of options and awards outstanding (including those exercisable) at the balance sheet date are as follows:

 

 
 2014   2013    
  

 

 

 
 
 
 
 
 
Weighted
average
remaining
contractual
life in years
  
  
  
  
  
 
 
 
 
 
Number of
options/
awards
outstanding
(000s)
  
  
  
  
  
 
 
 
 
 
Weighted
average
remaining
contractual
life in years
  
  
  
  
  
 

 

 

 

 

Number of  

options/  

awards  

outstanding  

(000s)  

  

  

  

  

  

 

 

SVPa,b

   1     480,042     1     524,260    

Othersa

   0-3     185,599     0-3     231,989    

 

 

There were no significant modifications to the share based payments arrangements in 20142017 and 2013.2016.

As at 31 December 2014,2017, the total liability arising from cash-settled share based payments transactions was £45m (2013: £26m)£2m (2016: £nil).

Holdings of Barclays PLC shares

Various employee benefit trusts established by the Group hold shares in Barclays PLC to meet obligations under the Barclays share based payment schemes. The total number of Barclays shares held in these employee benefit trusts at 31 December 20142017 was 5.29.9 million (2013: 3.2(2016: 6.6 million).

Dividend rights have been waived on all of these shares. The total market value of the shares held in trust based on the year end share price of £2.43 (2013: £2.72)£2.03 (2016: £2.23) was £12.6m (2013: £8.7m)£20.1m (2016: £14.7m).

Notes

aOptions/award granted over Barclays PLC shares.
bNil cost award and therefore the weighted average exercise price was nil.
cThe number of awards within Others at the end of the year principally relates to Sharesave (number of awards exercisable at end of year was 7,288,943). The weighted average exercise price relates to Sharesave.

 

284  |254    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


    

    

35 Pensions and post-retirement benefits

 

35 PensionsAccounting for pensions and post retirement benefits

Accounting for pensions and post retirement benefits

The Group operates a number of pension schemes including defined contribution, defined benefit and post-employment benefit schemes.

Defined contribution schemes – the Group recognises contributions due in respect of the accounting period in the income statement. Any contributions unpaid at the balance sheet date are included as a liability.

Defined benefit schemes – the Group recognises its obligation to members of the scheme at the period end, less the fair value of the scheme assets after applying the asset ceiling test. Each scheme’s obligations are calculated using the projected unit credit method on the assumptions set out in the note below. Scheme assets are stated at fair value as at the period end.

Changes in pension scheme liabilities or assets (remeasurements) that do not arise from regular pension cost, net interest on net defined benefit liabilities or assets, past service costs, settlements or contributions to the plan, are recognised in other comprehensive income. Remeasurements comprise experience adjustments (differences between previous actuarial assumptions and what has actually occurred), the effects of changes in actuarial assumptions, return on plan assets (excluding amounts included in the interest on the assets) and any changes in the effect of the asset ceiling restriction (excluding amounts included in the interest on the restriction).

Post-employment benefits – the cost of providing health care benefits to retired employees is accrued as a liability in the financial statements over the period that the employees provide services to the Group, using a methodology similar to that for defined benefit pension schemes.

The Group operates a number of pension schemes and post-employment benefit schemes.

Defined contribution schemes – the Group recognises contributions due in respect of the accounting period in the income statement. Any contributions unpaid at the balance sheet date are included as a liability.

Defined benefit schemes – the Group recognises its obligations to members of each scheme at the period end, less the fair value of the scheme assets after applying the asset ceiling test. The Group will keep the developments on the proposed amendments to IFRIC14 under review.

Each scheme’s obligations are calculated using the projected unit credit method. Scheme assets are stated at fair value as at the period end.

Changes in pension scheme liabilities or assets (remeasurements) that do not arise from regular pension cost, net interest on net defined benefit liabilities or assets, past service costs, settlements or contributions to the scheme, are recognised in other comprehensive income. Remeasurements comprise experience adjustments (differences between previous actuarial assumptions and what has actually occurred), the effects of changes in actuarial assumptions, return on scheme assets (excluding amounts included in the interest on the assets) and any changes in the effect of the asset ceiling restriction (excluding amounts included in the interest on the restriction).

Post-employment benefit schemes – the cost of providing health care benefits to retired employees is accrued as a liability in the financial statements over the period that the employees provide services to the Group, using a methodology similar to that for defined benefit pension schemes.

Pension schemes

UK Retirement Fund (UKRF)

The UKRF is the Group’s main scheme, representing 92%96% of the Group’s total retirement benefit obligations. The UKRF was closed to new entrants on 1 October 2012, and comprises ten10 sections, the two most significant of which are:

 

¡ Afterwork, which comprises a contributory cash balance defined benefit element, and a voluntary defined contribution element. The cash balance element is accrued each year and revalued until Normal Retirement Age in line with the increase in Retail Price Index (RPI) (up to a maximum of 5% p.a.). An investment related increase of up to 2% a year may also be added at Barclays’ discretion. Between 1 October 2003 and 1 October 2012 the majority of new UK employees outside(except for the employees of Investment Bankthe investment banking business within Barclays International) were eligible to join this section. The costs ofill-health retirements and death in service benefits for Afterwork members are borne by the UKRF. The main risks that Barclays runs in relation to Afterwork are more limited than in traditional final salary pension plans, being the risk of needing to makealthough additional contributions are required ifpre-retirement investment returns are not sufficient to provide for the benefits. The discretionary element of the benefit provides a partial buffer against this risk.

 

¡ The 1964 Pension Scheme: mostScheme. Most employees recruited before July 1997 built up benefits in thisnon-contributory defined benefit scheme in respect of service up to 31 March 2010. Pensions were calculated by reference to service and pensionable salary. From 1 April 2010, members became eligible to accrue future service benefits in either Afterwork or the Pension Investment Plan (PIP), a historic defined contribution section which is now closed to future contributions. The risks that Barclays runs in relation to the 1964 pension section are typical of final salary pension plans:schemes, principally that investment returns fall short of expectations, that inflation exceeds expectations, and that retirees live longer than expected.

Barclays Pension Savings Plan (BPSP)

¡From 1 October 2012 a new UK pension scheme, the BPSP, was established to satisfy Auto Enrolment legislation. The BPSP is a defined contribution scheme (Group Personal Pension) providing benefits for all new Barclays UK hires from 1 October 2012, Investment Bank UK employees who were in PIP as at 1 October 2012, and also all UK employees who were not members of a pension scheme as at that date. As a defined contribution plan, BPSP is not subject to the same investment return, inflation or longevity risks that defined benefit plans face. Members’ benefits reflect contributions paid and the level of investment returns achieved.

From 1 October 2012, a new UK pension scheme, the BPSP, was established to satisfy Auto Enrolment legislation. The BPSP is a defined contribution scheme (Group Personal Pension) providing benefits for all new Barclays UK hires from 1 October 2012, employees of the investment banking business within Barclays International who were in PIP as at 1 October 2012, and also all UK employees who were not members of a pension scheme at that date. As a defined contribution scheme, BPSP is not subject to the same investment return, inflation or life expectancy risks for Barclays that defined benefit schemes are. Members’ benefits reflect contributions paid and the level of investment returns achieved.

Other

Apart from the UKRF and the BPSP, Barclays operates a number of smaller pension and long-term employee benefits and post-retirement healthcarehealth care plans globally, the largest of which are the US and South African defined benefit schemes. Many of the plansschemes are funded, with assets backing the obligations held in separate legal vehicles such as trusts. Others are operated on an unfunded basis. The benefits provided, the approach to funding, and the legal basis of the plansschemes, reflect their local environments.

Governance

The UKRF operates under trust law and is managed and administered on behalf of the members in accordance with the terms of the Trust Deed and Rules and all relevant legislation. The Corporate Trustee is Barclays Pension Funds Trustees Limited, a private limited company and a wholly owned subsidiary of Barclays Bank PLC. The Trustee is the legal owner of the assets of the UKRF which are held separately from the assets of the Group.

The Trustee Board comprises six Management Directors selected by Barclays, of whom three are independent Directors with no relationship with

Barclays or(and who are not members of the UKRF,UKRF), plus three Member Nominated Directors selected from eligible active staff and pensioner members who apply for the role.

The BPSP is a Group Personal Pension arrangement which operates as a collection of personal pension plans. Each personal pension plan is a direct contract between the employee and the BPSP provider (Legal & General Assurance Society Limited), and is regulated by the FCA.

Similar principles of pension governance apply to the Group’s other pension schemes, although different legislation covers overseas schemes where, in most cases,depending on local legislation.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    255


Notes to the Group has the power to determine the funding rate.financial statements

Employee benefits

35 Pensions and post-retirement benefitscontinued

Amounts recognised

The following tables include amounts recognised in the income statement and an analysis of benefit obligations and scheme assets for all Group defined benefit schemes. The net position is reconciled to the assets and liabilities recognised on the balance sheet. The tables include funded and unfunded post-retirement benefits.

 

Income statement charge             
    

2017

£m

          2016
£m
          2015
£m
 
Current service cost   265   243   255 
Net finance cost   (12  (32  41 
Past service cost   (3     (432
Other movements      2   1 
Total           250   213   (135

Past service costs includes a £3m (2016: £nil; 2015: £429m) gain on valuation of a component of the defined retirement benefit liability.

Balance sheet reconciliation  2017  2016 
    

Total

£m

  

Of which

relates to

UKRF

£m

  

Total

£m

  

Of which

relates to

UKRF

£m

 
Benefit obligation at beginning of the year   (33,033  (31,847  (28,279  (26,027
Current service cost   (265  (245  (243  (220
Interest costs on scheme liabilities   (843  (810  (1,016  (980
Past service cost   3          
Remeasurement loss – financial   (387  (330  (7,214  (7,170
Remeasurement (loss)/gain – demographic   (228  (240  413   390 
Remeasurement (loss)/gain – experience   (612  (614  525   490 
Employee contributions   (5  (1  (4  (1
Benefits paid   4,970   4,927   1,852   1,800 
Exchange and other movements   132      933   (129
Benefit obligation at end of the year   (30,268  (29,160  (33,033  (31,847
Fair value of scheme assets at beginning of the year        32,657   31,820   28,752   26,829 
Interest income on scheme assets   855   831   1,048   1,023 
Employer contribution   1,152   1,124   720   634 
Remeasurement – return on scheme assets greater than discount rate   1,333   1,263   5,009   5,002 
Employee contributions   5   1   4   1 
Benefits paid   (4,970  (4,927  (1,852  (1,800
Exchange and other movements   (110     (1,024  131 
Fair value of scheme assets at the end of the year   30,922   30,112   32,657   31,820 
Net surplus/(deficit)   654   952   (376  (27
Retirement benefit assets   966   952   14    
Retirement benefit liabilities   (312     (390  (27
Net retirement benefit assets/(liabilities)   654   952   (376  (27

Included within the benefit obligation was £895m (2016: £979m) relating to overseas pensions and £213m (2016: £207m) relating to other post-employment benefits.

As at 31 December 2017, the UKRF’s scheme assets were in surplus versus IAS 19 obligations by £952m (2016: deficit of £27m). The movement for the UKRF is mainly due to payment of deficit contributions, higher than assumed asset returns, updated mortality assumptions, and lower expected future price inflation, offset by a decrease in discount rate, transfers out of the scheme, and the introduction of an assumption for future transfers out. Of the £4,927m (2016: £1,800m) UKRF benefits paid out, £4,151m (2016: £1,029m) related to transfers out of the fund.

Where a scheme’s assets exceed its obligation, an asset is recognised to the extent that it does not exceed the present value of future contribution holidays or refunds of contributions (the “asset ceiling”). In the case of the UKRF the asset ceiling is not applied as, in certain specified circumstances such aswind-up, Barclays expects to be able to recover any surplus. The Trustee does not have a substantive right to augment benefits, nor do they have the right to wind up the plan except in the dissolution of the Group or termination of contributions by the Group. The application of the asset ceiling to other plans is considered on an individual plan basis.

 

256    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  285


Notes to the financial statements

Employee benefits

    

    

35 Pensions and post retirementpost-retirement benefitscontinued

 

 

Income statement charge

 

 
 

 

2014

£m

  

  

 

 

2013

£m

  

  

 

 

2012  

£m  

  

  

 

 

Current service cost

    324    371    410    

Net finance cost/(income)

    78    55    (10)   

Past service cost

    (5  4    (33)   

Settlements

    (15  (3  (12)   

 

 

Total

    382    427    355    

 

 
     

 

 

Balance sheet reconciliation

 

 
 2014   2013    
  

 

 

 
 

 

Total

£m

  

  

 

 

 

 

Of which

relates to

UKRF

£m

  

  

  

  

 

 

Total

£m

  

  

 

 

 

 

Of which  

relates to  

UKRF  

£m  

  

  

  

  

 

 

Benefit obligation at beginning of the year

   (27,568  (25,093  (26,304  (23,643)   

Current service cost

   (324  (258  (371  (280)   

Interest costs on scheme liabilities

   (1,261  (1,101  (1,145  (1,003)   

Past service cost

   5    2    (4  –    

Settlements

   83        44    –    

Remeasurement loss – financial

   (2,493  (2,382  (989  (997)   

Remeasurement loss – demographic

   (370  (340  4    –    

Remeasurement loss – experience

   407    418    (39  31    

Employee contributions

   (35  (2  (39  (1)   

Benefits paid

   999    825    905    799    

Exchange and other movements

   165        370    1    

 

 

Benefit obligation at end of the year

   (30,392  (27,931  (27,568  (25,093)   

 

 

Fair value of scheme assets at beginning of the year

   25,743    23,661    25,075    22,845    

Interest income on scheme assets

   1,183    1,042    1,090    974    

Employer contribution

   347    241    364    238    

Settlements

   (68      (41  –    

Remeasurement – return on plan assets greater than discount rate

   2,736    2,705    575    400    

Employee contributions

   35    2    39    1    

Benefits paid

   (999  (825  (905  (799)   

Exchange and other movements

   (103  1    (454  2    

 

 

Fair value of scheme assets at the end of the year

   28,874    26,827    25,743    23,661    

 

 

Net deficit

   (1,518  (1,104  (1,825  (1,432)   

 

 

Retirement benefit assets

   56        133    –    

Retirement benefit liabilities

   (1,574  (1,104  (1,958  (1,432)   

 

 

Net retirement benefit liabilities

   (1,518  (1,104  (1,825  (1,432)   

 

 

Included within the benefit obligation was £2,272m (2013: £2,314m) relating to overseas pensions and £189m (2013: £161m) relating to other post-employment benefits. Of the total benefit obligation of £30,392m (2013: £27,568m), £286m (2013: £298m) was wholly unfunded.

As at 31 December 2014, the UKRF’s scheme assets were in deficit versus IAS 19R obligations by £1,104m (2013: deficit of £1,432m). The decrease in the net deficit was driven by a rise in asset values, with the increase in liabilities arising from the decrease in the discount rate partly offset by a decrease in the long term RPI inflation rate.

Critical accounting estimates and judgements

Actuarial valuation of the schemes’ obligation is dependent upon a series of assumptions, belowassumptions. Below is a summary of the main financial and demographic assumptions adopted for the UKRF.

 

 

 

UKRF financial assumptions

 

 
 

 

2014

% p.a.

  

  

 

 

2013  

% p.a.  

  

  

 

 

Discount rate

   3.67        4.46    

Inflation rate

   3.05     3.42    

Rate of increase in salaries

   2.55     2.92    

Rate of increase for pensions in payment

   2.98     3.32    

Rate of increase for pensions in deferment

   2.98     3.32    

Afterwork revaluation rate

   3.35     3.70    

 

 
Key UKRF financial assumptions  2017
       % p.a.
   2016
      % p.a.
 
Discount rate   2.46    2.62 
Inflation rate (RPI)   3.22    3.35 

The UKRF discount rate assumptionsassumption for 2014 and 2013 are taken2017 was based on a variant of the single equivalent discount rate implied by thestandard Willis Towers Watson RATE Link model.

286  |


35 Pensions This variant includes all bonds rated AA by at least one of the four major ratings agencies, and post retirement benefitscontinuedassumes that yields after year 30 are flat. The RPI inflation assumption for 2017 was set by reference to the Bank of England’s implied inflation spot curve, assuming the spot curve remains flat after 30 years. The inflation assumption incorporates a deduction of 20 basis points as an allowance for an inflation risk premium. The methodology used to derive the discount rate and price inflation assumptions is consistent with that used at the prior year end, except the inflation spot curve was held flat after 25 years at 2016.

The UKRF’s post-retirement mortality assumptions are based on a best estimate assumption derived from an analysis in 20142016 of Barclays own post-retirement mortality experience, and taking account of the recent evidence from published mortality surveys. An allowance has been made for future mortality improvements based on the 20132016 core projection model published by the Continuous Mortality Investigation Bureau subject to a long termlong-term trend of 1.25% p.a.pa in future improvements. The methodology used is consistent with the prior year end, except that the 2015 core projection model was used at 2016. The table below shows how the assumed life expectancy at 60, for members of the UKRF, has varied over the lastpast three years:

 

 

Assumed life expectancy

  2017         2016             2015 

 
     2014   2013   2012    

 

Life expectancy at 60 for current pensioners (years)

            

– Males

   28.3     27.9     27.8       27.8    27.9    28.4 

– Females

   29.9     29.0     28.9       29.4    29.7    30.0 

 

Life expectancy at 60 for future pensioners currently aged 40 (years)

            

– Males

   30.1     29.3     29.2             29.3    29.7    30.2 

– Females

   31.9     30.6     30.5       31.0    31.7    32.0 

 

An assumption for future transfers out has been introduced at 2017, increasing the benefit obligation by about 2%, as numbers of deferred members transferring out were at higher levels in 2017 than previously experienced. The assumption introduced is that 20% of the benefit obligations in respect of deferred members will transfer out during 2018, 15% in 2019, 10% in 2020, 5% in 2021, tapering down to 0% from 2022 onwards. The assumption used at 2016 was nil transfers out.

Sensitivity analysis on actuarial assumptions

The sensitivity analysis has been calculated by valuing the UKRF liabilities using the amended assumptions shown in the table below and keeping the remaining assumptions the same as disclosed in the UKRF assumptions table above, except in the case of the inflation sensitivity where other assumptions that depend on assumed inflation have also been amended correspondingly. The difference between the recalculated liability figure and that stated in the balance sheet reconciliation table above is the figure shown. The selection of these movements to illustrate the sensitivity of the defined benefit obligation to key assumptions should not be interpreted as Barclays expressing any specific view of the probability of such movements happening.

 

 

 

Change in key assumptions

 

 
 2014   2013    
  

 

 

 
 

 

Impact on UKRF defined

benefit obligation

  

  

 

 

Impact on UKRF defined  

benefit obligation  

  

  

  

 

 

 
 

 

 

(Decrease)/

Increase

%

  

  

  

 

 

 

(Decrease)/

Increase

£bn

  

  

  

 

 

 

(Decrease)/

Increase

%

  

  

  

 

 

 

(Decrease)/  

Increase  

£bn  

  

  

  

 

 

0.5% increase in discount rate

   (9.0  (2.5  (9.2  (2.3)   

0.5% increase in assumed price inflation

   7.3    2.0    7.8    2.0    

1 year increase to life expectancy at 60

   3.5    1.0    3.0    0.8    

 

 
Change in key assumptions         
   2017  2016 
    (Decrease)/
Increase in
UKRF
defined
benefit
obligation
£bn
  (Decrease)/
Increase in
UKRF
defined
benefit
obligation
£bn
 
Discount rate   
0.5% p.a. increase   (2.4  (2.8
0.25% p.a. increase   (1.2  (1.4
0.25% p.a. decrease   1.3   1.5 
0.5% p.a. decrease   2.8   3.2 
Assumed RPI   
0.5% p.a. increase   1.6   1.9 
0.25% p.a. increase   0.8   0.9 
0.25% p.a. decrease   (0.7  (0.9
0.5% p.a. decrease   (1.5  (2.0
Life expectancy at 60   
One year increase   1.0   1.1 
One year decrease   (1.0  (1.1

The weighted average duration of the benefit payments reflected in the defined benefit obligation for the UKRF is 1920 years.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    257


Notes to the financial statements

Employee benefits

35 Pensions and post-retirement benefitscontinued

Assets

A long-term investment strategy has been set for the UKRF, with its asset allocation comprising a mixture of equities, bonds, property and other appropriate assets. This recognises that different asset classes are likely to produce different long-term returns and some asset classes may be more volatile than others. The long-term investment strategy ensures, amongstamong other aims, that investments are adequately diversified. Asset managers are permitted some flexibility to vary the asset allocation from the long-term investment strategy within control ranges agreed with the

Trustee from time to time.

The UKRF also employs derivative instruments, where appropriate, to achieve a desired exposure or return, or to match assets more closely to liabilities. The value of assets shown reflects the actual physical assets held by the scheme, with any derivative holdings reflected on a mark to marketfair value basis.

The value of the assets of the schemes and their percentage in relation to total scheme assets were as follows:

 

 

Analysis of scheme assets

                    

   Total        Of which relates to UKRF 
 Total   Of which relates to UKRF      

Value

£m

   

% of total
fair value of
scheme
assets

%

   

Value

£m

   

% of total

fair value of

scheme

assets

%

 
  

 

 

 
 

 

Value

£m

  

  

 

 

 

 

 

% of total

fair value of

scheme

assets

%

  

  

  

  

  

 

 

Value

£m

  

  

 

 

 

 

 

% of total  

fair value of  

scheme  

assets  

%  

  

  

  

  

  

 

As at 31 December 2014

        
As at 31 December 2017        

Equities – quoted

   6,813     23.6     5,808     21.6       4,377    14.1    4,151    13.8 

Equities – non-quoted

   1,549     5.4     1,537     5.7       2,001    6.5    2,001    6.6 

Bonds – fixed governmenta

   934     3.2     609     2.3       2,433    7.9    2,184    7.3 

Bonds – index-linked governmenta

   7,114     24.6     7,114     26.5       13,089    42.3    13,078    43.4 

Bonds – corporate and othera

   5,599     19.4     5,317     19.8       5,195    16.8    4,999    16.6 

Property – commercialb

   2,023     7.0     1,945     7.3       1,911    6.2    1,902    6.3 

Derivativesb

   1,472     5.1     1,472     5.5       816    2.6    816    2.7 

Cash

   2,897     10.0     2,644     9.9    

Pooled fundsc

   284     1.0     284     1.1    

Otherb

   189     0.7     97     0.3    

 
Otherc   1,100    3.6    981    3.3 

Fair value of scheme assets

   28,874     100.0     26,827     100.0           30,922    100.0    30,112    100.0 

 
As at 31 December 2016        
Equities – quoted   8,123    24.9    7,840    24.6 
Equities –non-quoted   2,043    6.3    2,042    6.4 
Bonds – fixed governmenta   1,330    4.1    1,072    3.4 
Bonds – index-linked governmenta   13,173    40.3    13,165    41.4 
Bonds – corporate and othera   5,222    16.0    5,054    15.9 
Property – commercialb   1,630    5.0    1,622    5.1 
Derivativesb   870    2.7    870    2.7 
Otherc   266    0.7    155    0.5 
Fair value of scheme assets   32,657    100.0    31,820    100.0 

Notes

aAssets held are predominately quoted.
bAssets held are predominantlynon-quoted.
cAssets held are predominantly quoted.in Infrastructure Funds.
bAssets held are predominantly non-quoted.
cPooled funds relate to a variety of investments which are predominantly non-quoted.

|  287


Notes to the financial statements

Employee benefits

35 Pensions and post retirement benefitscontinued

 

 

Analysis of scheme assets

 

 
 Total   Of which relates to UKRF    
  

 

 

 
 

 

Value

£m

  

  

 

 

 

 

 

% of total

fair value of

scheme

assets

%

  

  

  

  

  

 

 

Value

£m

  

  

 

 

 

 

 

% of total  

fair value of  

scheme  

assets  

%  

  

  

  

  

  

 

 

As at 31 December 2013

        

Equities – quoted

   3,420     13.3     2,355     10.0    

Equities – non quoted

   1,299     5.0     1,270     5.4    

Bonds – fixed governmenta

   1,342     5.2     888     3.8    

Bonds – index-linked governmenta

   6,356     24.8     6,365     26.8    

Bonds – corporate and othera

   3,715     14.5     3,533     14.9    

Property – commercialb

   1,376     5.3     1,320     5.6    

Derivativesb

   1,425     5.5     1,425     6.0    

Cash

   4,202     16.3     3,903     16.5    

Pooled fundsc

   2,342     9.1     2,342     9.9    

Otherb

   266     1.0     260     1.1    

 

 

Fair value of scheme assets

   25,743     100.0     23,661     100.0    

 

 

Included within the fair value of scheme assets were: £3m (2013: £5m)£0.1m (2016: £0.2m) relating to shares in Barclays PLC £39m (2013: £31m)and £0.6m (2016: £0.1m) relating to bonds issued by the Barclays Group, £6m (2013: £7m) relating to property occupied by Group companies, and £14m (2013: £10m) relating to other investments including deposits with Barclays banks.PLC. The UKRF also invests in pooled investment vehicles which may hold shares or debt issued by the Barclays Group.PLC.

The UKRF scheme assets also includes £36.2m (2013: £35.9m)include £15m (2016: £32m) relating to UK private equity investments and £1,502m (2013: £1,255m)£1,986m (2016: £2,009m) relating to overseas private equity investments. These are disclosed above within equitiesEquities non quoted.non-quoted.

Approximately a third48% of the UKRF assets are invested in liability drivenliability-driven investment strategies; primarily UK gilts as well as interest rate and inflation swaps. These are used to better match the assets to its liabilities. The swaps are used to reduce the scheme’s inflation and duration risks against its liabilities.

Funding

The Scheme Actuary prepares an annual update of the UKRF funding position in addition to the full triennial actuarial valuation. The latest annual update was carried out as at 30 September 2017 and showed a deficit of £4.8bn and a funding level of 86.8%.

The last triennial fundingactuarial valuation of the UKRF was carried out withhad an effective date of 30 September 2013. This2016 and was completed in 2014 andJuly 2017. This valuation showed a funding deficit of £3.6bn£7.9bn and a funding level of 87.4%. 81.5%, versus £6.0bn funding deficit at the 30 September 2015 update.

The Bankimprovement in funding position between 30 September 2016 and 30 September 2017 was largely due to payment of deficit contributions, higher than assumed asset returns, higher Government bond yields, and transfers out of the scheme.

258    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


35 Pensions and post-retirement benefitscontinued

At the 2016 triennial actuarial valuation the Group and UKRF Trustee agreed a revised scheme-specific funding target, statement of funding principles, a schedule of contributions, and a recovery plan to seek to eliminate the deficit inrelative to the Fund. funding target and some additional support measures. The agreement with the UKRF Trustee also takes into account the changes to the Group structure that will be implemented as a result of ring-fencinga. Barclays Bank PLC will remain as the principal employer of the UKRF.

The main differences between the funding and IAS 19 assumptions are a more prudent longevity assumption for funding andwere a different approach to setting the discount rate.rate and a more conservative longevity assumption for funding.

The deficit reduction contributions agreed with the UKRF Trustee as part of the 30 September 2016 valuation recovery plan to eliminateare shown alongside the deficit will resultrecovery contributions agreed in 2014 for the Bank payingprior 30 September 2013 valuation.

Year  

Deficit

contributions

30 September 2016

valuation

£m

   

Deficit

contributions

          30 September 2013

valuation

£m

 
2017   740    1,240 
2018   500    740 
2019   500    740 
2020   500    740 
2021   1,000    240b 
2022 to 2026   1,000 each year     

Note

aRefer to page 162 of the Annual Report for further information on structural reform.
bThe 2017 deficit contributions from the 30 September 2013 valuation included up to £500m payable if the deficit in 2017 exceeded a certain level. Of this £500m, £250m was paid during the first half of 2017. Following the agreement of the 30 September 2016 valuation recovery plan, in July 2017, the remaining payments were no longer required.

The deficit contributions to the Fund until 2021. Deficit contributions of £300m are payable in 2015, and also in 2016. Further deficit contributions of £740m p.a. are payable during 2017 to 2021. Up to £500m of the 2021 deficit contributions are payable in 2017 depending on the deficit level at that time. These deficitreduction contributions are in addition to the regular contributions to meet the Group’s share of the cost of benefits accruing over each year.

In non-valuation years the Scheme Actuary prepares an annual update The next funding valuation of the funding position. The latest annual update was carried out as atUKRF is due to be completed in 2020 with an effective date of 30 September 20142019.

Other support measures agreed at the same time as the valuation

Collateral – The UKRF Trustee and showedBarclays Bank PLC have entered into an arrangement whereby a collateral pool has been put in place to provide security for the UKRF funding deficit as it increases or decreases over time, and associated deficit recovery contributions. The collateral pool is currently made up of government securities and high quality securitisations of credit cards, mortgages and corporate loans. Agreement has been made with the Trustee to increase the proportion of the deficit covered from 88.5% to 100% effective from 26 March 2018 with an overall cap remaining of £9.0bn, at which date the collateral pool will consist of government securities only (the Trustees and Barclays Bank PLC may agree alternative eligible collateral in the future). The arrangement provides the UKRF Trustee with dedicated access to the pool of assets in the event of Barclays Bank PLC not paying a deficit reduction contribution to the UKRF or in the event of £4.6bn andBarclays Bank PLC’s insolvency. These assets are included within Note 40.

Support from Barclays PLC – In the event of Barclays Bank PLC not paying a funding leveldeficit reduction contribution payment required under the 2016 valuation recovery plan by a specifiedpre-payment date, Barclays PLC has entered into an arrangement whereby it will be required to use, in first priority, dividends received from Barclays Bank UK PLC (if any) to invest the proceeds in Barclays Bank PLC (up to the maximum amount of 85.4%the deficit reduction contribution unpaid by Barclays Bank PLC). The increaseproceeds of the investment will be used to discharge Barclays Bank PLC’s unpaid deficit reduction contribution.

Participation – As permitted under the Financial Services and Markets Act 2000 (Banking Reform) (Pensions) Regulations 2015, Barclays Bank UK PLC is a participating employer in funding deficit over the yearUKRF and will remain so during a transitional phase until September 2025 as set out in a deed of participation. Barclays Bank UK PLC will make contributions for the future service of its employees who are currently Afterwork members and, in the event of Barclays Bank PLC’s insolvency during this period provision has been made to 30 September 2014 canrequire Barclays Bank UK PLC to become the principal employer of the UKRF. Barclays Bank PLC’s Section 75 debt would be mainly attributedtriggered by the insolvency (the debt would be calculated after allowing for the payment to the fall in real gilt yields overUKRF of the year.collateral above).

Defined benefit contributions paid with respect to the UKRF were as follows:

 

 

 

Contributions paid

 

 
     £m    

 

 

2014

   241    

2013

   238    

2012

   742    

 

 
Contributions paid     
    £m 
2017      1,124 
2016   634 
2015   586 

Included within the Group’s contributions paid were £153m (2016: £112m; 2015: £nil) Section 75 contributions.

The Group’s expected contribution to the UKRF in respect of defined benefits in 20152018 is £622m (2014: £218m)£716m (2017: £1,585m). In addition, the expected contributions to UK defined contribution schemes in 20152018 is £41m (2014: £46m)£35m (2017: £36m) to the UKRF and £107m (2014: £103m)£146m (2017: £124m) to the BPSP. For the material non-UK defined benefit schemes the expected contributions in 2015 are £56m (2014: £107m).

Notes

aAssets held are predominantly quoted.
bAssets held are predominantly non-quoted.
cPooled funds relate to a variety of investments which are predominantly non-quoted.

 

288  |
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    259


Notes to the financial statements

Scope of consolidation

Notes to the financial statements

Scope of consolidation

    

 

The section presents information on the Group’s investments in subsidiaries, joint ventures

This section presents information on the Group’s investments in subsidiaries, joint ventures and associates and its interests in structured entities. Detail is also given on securitisation transactions the Group has entered into and arrangements that are held off-balance sheet.

transactions the Group has entered into and arrangements that are heldoff-balance sheet.

36 Principal subsidiaries

 

Barclays applies IFRS 10Consolidated Financial Statements. The consolidated financial statements combine the financial statements of Barclays PLC and all of its subsidiaries. Subsidiaries are entities over which the Group has control. Under IFRS 10, this is when the Group is exposed or has rights to variable returns from its involvement in the entity and has the ability to affect those returns through its power over the entity.

The Group reassesses whether it controls an entity if facts and circumstances indicate that there have been changes to its power, its rights to variable returns or its ability to use its power to affect the amount of its returns.

Intra-group transactions and balances are eliminated on consolidation and consistent accounting policies are used throughout the Group for the purposes of the consolidation. Changes in ownership interests in subsidiaries are accounted for as equity transactions if they occur after control has been obtained and they do not result in loss of control.

The significant judgements used in applying this policy are set out below.

Accounting for investment in subsidiaries

In the individual financial statements of Barclays PLC, investments in subsidiaries are stated at cost less impairment. Cost includes any directly attributable costs of the investment.

Barclays applies IFRS 10Consolidated Financial Statements. The consolidated financial statements combine the financial statements of Barclays PLC and all its subsidiaries. Subsidiaries are entities over which the Group has control. Under IFRS 10, this is when the Group is exposed or has rights to variable returns from its involvement in the entity and has the ability to affect those returns through its power over the entity.

The Group reassesses whether it controls an entity if facts and circumstances indicate that there have been changes to its power, its rights to variable returns or its ability to use its power to affect the amount of its returns.

Intra-group transactions and balances are eliminated on consolidation and consistent accounting policies are used throughout the Group for the purposes of the consolidation. Changes in ownership interests in subsidiaries are accounted for as equity transactions if they occur after control has been obtained and they do not result in loss of control.

The significant judgements used in applying this policy are set out below.

Accounting for investment in subsidiaries

In the individual financial statements of Barclays PLC, investments in subsidiaries are stated at cost less impairment.

Principal subsidiaries for the Group are set out below. This includes those subsidiaries that are most significant in the context of the Group’s business, results or financial position.

 

 

 
  Company namePrincipal place of business
or incorporation
Nature of business

Percentage
of voting
rights held

%

 

Non-
controlling
interests –
proportion of
ownership

interests

%

 

Non-  
controlling  
interests –  
proportion of  
voting   
interests  

%  

 

 

 

Barclays Bank PLC

  England  Banking, holding company   100    11     –    

Barclays Capital Securities Limited

  England  Securities dealing   100         –    

Barclays Private Clients International Limited

  Isle of Man  Banking   100       –    

Barclays Securities Japan Limited

  Japan  Securities dealing   100         –    

Barclays Africa Group Limited

  South Africa  Banking   62    38     38    

Barclays Bank S.A.U.

  Spain  Banking   100       –    

Barclays Capital Inc.

  United States  Securities dealing   100         –    

Barclays Bank Delaware

  United States  Credit card issuer   100         –    

 

 
Company Name  

Principal place of business

or incorporation

    Nature of business  

Percentage of

voting rights held

%

   

  Non-controlling

interests –

proportion of

ownership

interests

%

   

  Non-controlling

interests -

proportion of

voting interests

%

 
Barclays Bank PLC  England    Banking, holding Company           100    11     
Barclays Capital Securities Limited  England    Securities dealing   100         
Barclays Securities Japan Limited  Japan    Securities dealing   100         
Barclays Capital Inc  United States    Securities dealing   100         
Barclays Services Limited  England    Service Company   100         
Barclays Bank Delaware  United States    Credit card issuer   100         

The country of registration or incorporation is also the principal area of operation of each of the above subsidiaries. Investments in subsidiaries held directly by Barclays Bank PLC are marked *. Information on the Group’s subsidiaries, as required by the Companies Act, will be included in the Annual Return to be filed at the UK Companies House.

Ownership interests are in some cases different to voting interests due to the existence ofnon-voting equity interests, such as preference shares. SeeRefer to Note 33 Non-controlling interests for more information.

At the balance sheet date, a contractual agreement for the sale and transfer of Barclays Bank S.A.U. and its subsidiaries, comprising all its associated assets and liabilities to a third party, Caixabank, S.A.Africa Group Limited was in place. The sale took place on 2 January 2015, but Barclays Bank S.A.U. was stillconsidered a principal subsidiary atin 2016. During 2017 Barclays reduced its shareholding in BAGL. This resulted in the balance sheet date.

Significant judgements and assumptions used to determinedeconsolidation of BAGL from the scopeGroup as of 1 June 2017, with the consolidationresidual holding recognised as an available for sale investment.

Determining whether the Group has control of an entity is generally straightforward based on ownership of the majority of the voting capital. However, in certain instances, this determination will involve significant judgement, particularly in the case of structured entities where voting rights are often not the determining factor in decisions over the relevant activities. This judgement may involve assessing the purpose and design of the entity. It will also often be necessary to consider whether the Group, or another involved party with power over the relevant activities, is acting as a principal in its own right or as an agent on behalf of others.

There is also often considerable judgement involved in the ongoing assessment of control over structured entities. In this regard, where market conditions have deteriorated such that the other investors’ exposures to the structure’s variable returns have been substantively eliminated, the Group may conclude that the managers of the structured entity are acting as its agent and therefore will consolidate the structured entity.

|  289


Notes to the financial statements

Scope of consolidation

36 Principal subsidiariescontinued

An interest in equity voting rights exceeding 50% would typically indicate that the Group has control of an entity. However, certain entities arethe entity set out below is excluded from consolidation because the Group does not have exposure to theirits variable returns. These entities are

Country of registration or incorporation Company name     

Percentage of

    voting rights held

(%)

   

Equity

shareholders’

funds

(£m)

   

    Retained profit

for the year

(£m)

 
Cayman Islands Palomino Limited                                             100    9    7 

260    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


36 Principal subsidiariescontinued

This entity is managed by an external counterparty and consequently is not controlled by external counterparties rather than the Group. Where appropriate, interestsInterests relating to these entitiesthis entity are included in Note 37 Structured entities.37.

 

 
 Percentage of voting   Equity shareholder’s   Retained profit for    

Country of registration or incorporation

Company name rights held (%)   funds (£m)   the year (£m)    

 

 

UK

  Fitzroy Finance Limited   100          –    

Cayman Islands

  Palomino Limited   100     1     –    

 

 

Significant restrictions

As is typical for a Group of its size and international scope, there are restrictions on the ability of Barclays PLC to obtain distributions of capital, access the assets or repay the liabilities of members of its Group due to the statutory, regulatory and contractual requirements of its subsidiaries and due to the protective rights ofnon-controlling interests. These are considered below.

Regulatory requirements

Barclays’ principal subsidiary companies have assets and liabilities before intercompany eliminations of £1,757bn (2013: £1,789bn)£1,407bn (2016: £1,553bn) and £1,683bn (2013: £1,720bn)£1,341bn (2016: £1,480bn) respectively. The assets and liabilities are subject to prudential regulation and regulatory capital requirements in the countries in which they are regulated. These require entities to maintain minimum capital leverage and exposure ratios restricting the ability of these entities to make distributions of cash or other assetslevels which cannot be returned to the parentParent company, Barclays PLC.PLC on a going concern basis.

In order to meet capital requirements, subsidiaries may hold certain equity accountedequity-accounted and debt accounteddebt-accounted issued financial instruments andnon-equity instruments such as Tier 1 and Tier 2 capital instruments and other forms of subordinated liability. Seeliabilities. Refer to Note 33 Non-controlling interests and Note 30 Subordinated liabilities for particulars of these instruments. These instruments may be subject to cancellation clauses or preference share restrictions that would limit the ability of the entity to repatriate the capital on a timely basis.

Liquidity requirements

Regulated subsidiaries of the Group are required to maintain liquidity pools to meet PRA and local regulatory requirements. The mainrequirements pertaining to liquidity. Some of the subsidiaries affected are Barclays Bank PLC Barclays Africa Group Limited and Barclays Capital Inc.Inc which must maintain daily compliance with the regulatory minimum. See page 160pages 124 to 177136 for further details of liquidity requirements, including those of our significant subsidiaries.

Statutory requirements

The Group’s subsidiaries are subject to statutory requirements not to make distributions of capital and unrealised profits and generally to maintain solvency. These requirements restrict the ability of subsidiaries to make remittances of dividends to Barclays PLC, the ultimate parent, except in the event of a legal capital reduction or liquidation. In most cases, the regulatory restrictions referred to above exceed the statutory restrictions.

Contractual requirements

Asset encumbrance

The Group uses its financial assets to raise finance in the form of securitisations and through the liquidity schemes of central banks. Once encumbered, the assets are not available for transfer around the Group. The assets typically affected are disclosed in Note 40 Assets pledged.40.

Assets held by consolidated structured entities

£379m (2013: £690m)None of the assets (2016: £99m) included in the Group’s balance sheet relate to consolidated investment funds, and are held to pay return and principal to the holders of units in the funds. TheAny assets held in these funds cannot be transferred to other members of the Group. The decrease since 2016 is materially driven bydue to the closuresale of European wealth funds during the year.French Funds Business.

Other restrictions

The Group is required to maintain balances with central banks and other regulatory authorities, and these amounted to £4,448m (2013: £4,722m)£3,360m (2016: £4,254m).

Barclays Africa Group Limited assets are subject to exchange control regulation determined by the South African Reserve Bank (SARB). Special dividends and loans in lieu of dividends cannot be transferred without SARB approval.

37 Structured entities

A structured entity is an entity in which voting or similar rights are not the dominant factor in deciding control. Structured entities are generally created to achieve a narrow and well defined objective with restrictions around their ongoing activities.

Depending on the Group’s power over the activities of the entity and its exposure to and ability to influence its own returns, it may consolidate the entity. In other cases, it may sponsor or have exposure to such an entity but not consolidate it.

Consolidated structured entities

The Group has contractual arrangements which may require it to provide financial support to the following types of consolidated structured entities:

290  |


37 Structured entitiescontinued

Securitisation vehicles

The Group uses securitisation as a source of financing and a means of risk transfer. Refer to Note 39 Securitisations for further detail.

The Group, providesin previous periods, has provided liquidity facilities to certain securitisation vehicles. At 31 December 2014,2017, there were no outstanding loan commitments to these entities totalling £201m (2013: £195m)(2016: £152m).

Commercial paper (CP) and medium termmedium-term note conduits

The Group provided £9.1bn (2013: £8.1bn)£10.2bn (2016: £9bn) in undrawn contractual backstop liquidity facilities to CP conduits.

Fund management entities

In previous periods, Barclays hashad contractually guaranteed the performance of certain cash investments in a number of managed investment funds which have resulted in their consolidation. As at 31 December 2014,2017, the notional value of the guarantee was £585m (2013: £991m). The decrease is materially driven byguarantees were £nil (2016: £99m) as the closure of European wealth funds during the year.

Covered bonds

During the periodWealth Funds associated with these guarantees were either closed or ownership has been transferred outside the Group provided cash capital contributions totalling £0.7bn (2013: £1.3bn)and they are no longer consolidated.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    261


Notes to Barclays Covered Bonds Limited Liability Partnership as a resultthe financial statements

Scope of regulatory requirements to pre fund upcoming covered bond redemptions. This requirement is expected to increase as more covered bonds approach their maturity in 2015.consolidation

37 Structured entitiescontinued

Employee benefit and other trusts

The Group provides capital contributions to employee share trusts to enable them to meet their obligations to employees under share-based payment plans. During 2017, the Group provided undrawn liquidity facilities of £1.8bn (2016: £0.4bn) to certain trusts.

Unconsolidated structured entities in which the Group has an interest

An interest in a structured entity is any form of contractual ornon-contractual involvement which creates variability in returns arising from the performance of the entity for the Group. Such interests include holdings of debt or equity securities, derivatives that transfer financial risks from the entity to the Group, lending, loan commitments, financial guarantees and investment management agreements.

Interest rate swaps, foreign exchange derivatives that are not complex and which expose the Group to insignificant credit risk by being senior in the payment waterfall of a securitisation and derivatives that are determined to introduce risk or variability to a structured entity are not considered to be an interest in an entity and have been excluded from the disclosures below.

The nature and extent of the Group’s interests in structured entities is summarised below:

 

 

 

Summary of interests in unconsolidated structured entities

  

 

 
 
 
 
Secured
financing
£m
  
  
  

 

 
 
 
 

 

Short-term
traded
interests
£m

 

  
  
  
  

 
 
 
Traded
derivatives
£m
  
  
  
 
 
 
Other
interests
£m
  
  
  
 

 

Total  

£m  

  

  

 

 

As at December 2014

          

Assets

          

Trading portfolio assets

        14,538          3,668     18,206    

Financial assets designated at fair value

                  963     963    

Derivative financial instruments

             5,207     1,594     6,801    

Available for sale investments

                  1,216     1,216    

Loans and advances to banks

                  4,277     4,277    

Loans and advances to customers

                  30,067     30,067    

Reverse repurchase agreements and other similar secured lending

   37,139                    37,139    

Other assets

                  38     38    

 

 

Total assets

   37,139     14,538     5,207     41,823     98,707    

 

 

Liabilities

          

Derivative financial instruments

             5,222     1,514     6,736    

 

 

As at December 2013

          

Assets

          

Trading portfolio assets

        12,729          5,111     17,840    

Financial assets designated at fair value

                  1,035     1,035    

Derivative financial instruments

             3,758     1,464     5,222    

Available for sale investments

                  2,073     2,073    

Loans and advances to banks

                  4,143     4,143    

Loans and advances to customers

                  24,971     24,971    

Reverse repurchase agreements and other similar secured lending

   51,112                    51,112    

Other assets

                  35     35    

 

 

Total assets

   51,112     12,729     3,758     38,832     106,431    

 

 

Liabilities

          

Derivative financial instruments

             4,895     1,457     6,352    

 

 

|  291


Notes to the financial statements

Scope of consolidation

37 Structured entitiescontinued

Summary of interests in unconsolidated structured entities                         
    Secured
financing
£m
   

    Short-term

traded

interests

£m

   Traded
    derivatives
£m
   Other
    interests
£m
   

Total

£m

 
As at 31 December 2017          
Assets          
Trading portfolio assets       10,788        699    11,487 
Financial assets designated at fair value   31,520            2,721    34,241 
Derivative financial instruments           4,380        4,380 
Loans and advances to banks                    
Loans and advances to customers   5,481            17,386    22,867 
Reverse repurchase agreements and other similar secured lending   753                753 
Other assets               509    509 
Total assets   37,754    10,788    4,380    21,315    74,237 
Liabilities          
Derivative financial instruments           5,193    3,356    8,549 
As at 31 December 2016          
Assets          
Trading portfolio assets       8,436        516    8,952 
Financial assets designated at fair value   22,706            367    23,073 
Derivative financial instruments           4,731    2,130    6,861 
Loans and advances to banks               4,915    4,915 
Loans and advances to customers               24,142    24,142 
Reverse repurchase agreements and other similar secured lending   6,338                6,338 
Other assets               919    919 
Total assets   29,044    8,436    4,731    32,989        75,200 
Liabilities          
Derivative financial instruments           3,567    2,130    5,697 

Secured financing arrangements, short termshort-term traded interests and traded derivatives are typically managed under market risk management policies described inon page 144118 which includes an indication of the change of risk measures compared to last year. For this reason, the total assets of these entities are not considered meaningful for the purposes of understanding the related risks and so have not been presented. Other interests include a Non-Core portfolio which is being managed down, conduits and corporate lending where the interest is driven by normal customer demand.

Secured financing

The Group routinely enters into reverse repurchase contracts, stock borrowing and similar arrangements on normal commercial terms where the counterparty to the arrangement is a structured entity. Due to the nature of these arrangements, especially the transfer of collateral and ongoing margining, the Group has minimal exposure to the performance of the structured entity counterparty. This includes margin lending which is presented under Loans and advances to customers in 2017 to align to the balance sheet presentation. In 2016 margin lending was presented in Reverse repurchase agreements and other similar secured lending within Note 37. A description of these transactions is included in Note 22.

Short-term traded interests

The Group buys and sells interests in structured entities as part of its trading activities, for example, retail mortgage backed securities, collateralised debt obligations and similar interests. Such interests are typically held individually or as part of a larger portfolio for no more than 90 days. In such cases, the Group typically has no other involvement with the structured entity other than the securities it holds as part of trading activities and its maximum exposure to loss is restricted to the carrying value of the asset.

As at 31 December 2014, £12,058m (2013: £11,634m)2017, £9,645m (2016: £6,568m) of the Group’s £14,538m (2013: £12,729m)£10,788m (2016: £8,436m) short-term traded interests were comprised of debt securities issued by asset securitisation vehicles.

262    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


37 Structured entitiescontinued

Traded derivatives

The Group enters into a variety of derivative contracts with structured entities which reference market risk variables such as interest rates, foreign exchange rates and credit indices amongstamong other things. The main derivative types which are considered interests in structured entities include index-based and entity specific credit default swaps, balance guaranteed swaps, total return swaps, commodities swaps, and equity swaps. A description of the types of derivatives and the risk management practices are detailed in Note 15. The risk of loss may be mitigated through ongoing margining requirements as well as a right to cash flows from the structured entity which are senior in the payment waterfall. Such margining requirements are consistent with market practice for many derivative arrangements and in line with the Group’s normal credit policies.

Derivative transactions require the counterparty to provide cash or other collateral under margining agreements to mitigate counterparty credit risk. Included in the traded derivatives total are £445m (2013: £752m) of derivative assets which are ‘cleared derivative’ type arrangements. These are transactions where the Group enters into a contract with an exchange on behalf of a structured entity client and holds an opposite position with it. The Group is mainly exposed to settlement risk only on these derivatives which is mitigated through daily margining. Total notionals amounted to £176,584m (2013: £163,827m)£1,680,615m (2016: £1,183,215m).

Except for credit default swaps where the maximum exposure to loss is the swap notional amount, it is not possible to estimate the maximum exposure to loss in respect of derivative positions as the fair value of derivatives is subject to changes in market rates of interest, exchange rates and credit indices which by their nature are uncertain. In addition, the Group’s losses would be subject to mitigating action under its traded market risk and credit risk policies that require the counterparty to provide collateral in cash or other assets on a daily basis in most cases.

Other interests in unconsolidated structured entities

The Group’s interests in structured entities not held for the purposes of short-term trading activities are set out below, summarised by the purpose of the entities and limited to significant categories, based on maximum exposure to loss.

 

292  |


37 Structured entitiescontinued

 

Nature of interest

                         

   

Multi-seller

conduit

programmes

£m

   

Lending

£m

   

Investment

funds and

trusts

£m

   

Others

£m

   

Total

£m

 

As at 31 December 2017

          

Trading portfolio assets

          
– Debt securities               699    699 

Financial assets designated at fair value

          
– Loans and advances               2,721    2,721 
Loans and advances to banks                    
Loans and advances to customers   5,424    11,497        465    17,386 
Other assets   468    11    8    22    509 
Total on balance sheet exposures   5,892    11,508    8    3,907    21,315 
Total off balance sheet notional amounts   6,270    6,337        446    13,053 
Maximum exposure to loss   12,162    17,845    8    4,353    34,368 
Total assets of the entity   103,057    179,994      11,137      22,669      316,857 
 
 
 
 
Structured
credit
portfolio
£m
  
  
  
  
 
 

 

 

Multi-seller
conduit

programmes

£m

  
  

  

  

 

 

Lending

£m

  

  

 
 
 

 

Mortgage-
backed
securities

£m

  
  
  

  

 
 
 

 

Investment
funds and
trusts

£m

  
  
  

  

 

 

Others

£m

  

  

 

 

Total  

£m  

  

  

 

As at December 2014

              

As at 31 December 2016

          

Trading portfolio assets

                        

– Debt securities

   3,590                         51     3,641                   441    441 

– Equity securities

                            27     27                   75    75 

Financial assets designated at fair value

                        

– Loans and advances to customers

             881               11     892    

– Loans and advances

       260        4    264 

– Debt securities

                            35     35           50        48    98 

– Equity securities

                            36     36                   5    5 

Derivative financial instruments

             80               1,514     1,594                   2,130    2,130 

Available for sale investments

              

– Debt securities

   1     575          626          14     1,216    

Loans and advances to banks

       4,890        25    4,915 

Loans and advances to customers

   3,390     8,236     17,780               661     30,067       6,016    16,754        1,372    24,142 

Loans and advances to banks

             4,277                    4,277    

Other assets

        5     9          21     3     38       5    7    13    894    919 

 

Total on balance sheet exposures

   6,981     8,816     23,027     626     21     2,352     41,823       6,021    21,961    13    4,994    32,989 

 

Total off balance sheet notional amounts

   1,078     8,075     6,359               2,104     17,616       2,734    9,873        1,739    14,346 

 

Maximum exposure to loss

   8,059     16,891     29,386     626     21     4,456     59,439       8,755    31,834    13    6,733    47,335 

 

Total assets of the entity

   50,279     97,298     390,522     147,422     25,556     5,816     716,893       75,535      492,950    18,550    39,342    626,377 

 

As at December 2013

              

Trading portfolio assets

              

– Debt securities

   4,944          50               106     5,100    

– Equity securities

                            11     11    

Financial assets designated at fair value

              

– Loans and advances to customers

             935               34     969    

– Debt securities

                            32     32    

– Equity securities

                            34     34    

Derivative financial instruments

             7               1,457     1,464    

Available for sale investments

              

– Debt securities

   1     564     2     1,476          30     2,073    

Loans and advances to customers

   3,115     7,927     13,183               746     24,971    

Loans and advances to banks

             4,066               77     4,143    

Other assets

        1     1          25     8     35    

 

Total on balance sheet exposures

   8,060     8,492     18,244     1,476     25     2,535     38,832    

 

Total off balance sheet notional amounts

   1,411     8,400     2,186               54     12,051    

 

Maximum exposure to loss

   9,471     16,892     20,430     1,476     25     2,589     50,883    

 

Total assets of the entity

   80,565     138,199     138,980     246,062     44,679     11,098     659,583    

 

Maximum exposure to loss

Unless specified otherwise below, the Group’s maximum exposure to loss is the total of its on balanceon-balance sheet positions and its off balanceoff-balance sheet arrangements, being loan commitments and financial guarantees. Exposure to loss is mitigated through collateral, financial guarantees, the availability of netting and credit protection held.

Structured Credit Portfolio

This comprises interests in debt securities issued by securitisation vehicles, mainly Collateralised Loan Obligations (CLOs), Collateralised Debt Obligations (CDOs), Residential and Commercial Mortgage-Backed Securitisation structures (RMBSs and CMBSs), and drawn and undrawn loan facilities to these entities. In some cases, the securities are ‘wrapped’ with credit protection from a monoline insurer, which transfers the credit risk to the monoline. The entities are wholly debt financed through the issuance of tranches of debt securities or through direct funding, such as the loan facilities provided by the Group. As the underlying assets of the entities amortise and pay down, the debt securities issued by the entities are repaid in order of seniority. Where the entities experience significant credit deterioration, debt securities may be written off or cancelled in reverse order of seniority.

|  293


Notes to the financial statements

Scope of consolidation

37 Structured entitiescontinued

As at 31 December 2014, the Group’s funded exposures comprised £3,591m (2013: £4,945m) debt securities at fair value and £3,390m (2013: £3,115m) amortised cost loans and advances. Of the £6,981m (2013: £8,060m), £4,822m (2013: £6,576m) is investment grade, with the remainder either non-investment graded or not rated. The Group also had £1,078m (2013: £1,411m) of unfunded exposures in the form of undrawn liquidity commitments. Of the £8,059m (2013: £9,471m) of funded and unfunded exposures, £7,897m (2013: £9,082m) is senior in the capital structure of the entity.

Though the Group’s funded exposures are primarily investment grade and senior in the capital structure, there are cases where the interests that are subordinate to the Group’s senior and mezzanine interests have minimal or no value, due to decreases in the fair value of the underlying collateral held by the entity.

The Group’s income from these entities comprises trading income (largely gains and losses on changes in the fair value and interest earned on bonds) on items classified as held for trading and interest income on interests classified as loans and receivables.

During 2014, the Group recorded a fair value loss of £91m (2013: £639m gain) on debt securities. Impairment losses recorded on loans and advances were immaterial in both the current and prior year.

The fair value of the Group’s interests in certain CLOs and CDOs is influenced by the protection directly provided to the structured entities by monoline insurers in addition to the value of the collateral held by the entities. The protection provided to the entities by the monoline insurers is in the form of a CDS. However, the ability of the monolines to make payments is uncertain, which is reflected in the valuation of the Group’s interests in the monoline wrapped CLOs and CDOs.

Multi-seller conduit programmesprogramme

The conduits engagemulti-seller conduit engages in providing financing to various clients and holdholds whole or partial interests in pools of receivables or similar obligations. These instruments are protected from loss through over-collateralisation, seller guarantees, or other credit enhancements provided to the conduits.conduit. The Group’s off balanceoff-balance sheet exposure included in the table above represents liquidity facilities that are provided to the conduitsconduit for the benefit of the holders of the commercial paper issued by the conduitsconduit and will only be drawn where the conduits areconduit is unable to access the commercial paper market. If these liquidity facilities are drawn, the Group is protected from loss through over-collateralisation, seller guarantees, or other credit enhancements provided to the conduits. The Group earns income from fees received on the liquidity facility and the letter of credit providedconduit.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    263


Notes to the conduits. There were no impairment losses on this lending in eitherfinancial statements

Scope of the current year or the prior year.consolidation

37 Structured entitiescontinued

Lending

The portfolio includes lending provided by the Group to unconsolidated structured entities in the normal course of its lending business to earn income in the form of interest and lending fees and includes loans to structured entities that are generally collateralised by property, equipment or other assets. All loans are subject to the Group’s credit sanctioning process. Collateral arrangements are specific to the circumstances of each loan with additional guarantees and collateral sought from the sponsor of the structured entity for certain arrangements. During the period the Group incurred an impairment of £31m (2013: £20m)£11m (2016: £24m) against such facilities. The main types of lending are £4bn (2013: £4bn) of funding loans to bankruptcy remote structured entities to either invest or develop properties, £5bn (2013: £2bn) of loans to structured entities which have been created by an individual to hold one or more assets, £2bn (2013: £2bn) to entities whose operations are limited to financing or funding the acquisition of specific assets such as schools, hospitals, roads and renewable energy projects under the Private Finance Initiative (PFI), and £1bn (2013: £1bn) of funding loans to bankruptcy remote structured entities to enable them to purchase capital equipment for parent companies and are supported by government export guarantees.

Mortgage-backed securities

This represents a portfolio of floating rate notes, mainly mortgage-backed security positions, used as an accounting hedge of interest rate risk under the Group’s structural hedging programme. All notes are investment grade. The portfolio has decreased owing to a reduced requirement for hedge accounting capacity in sterling.

Investment funds and trusts

In the course of its fund management activities, the Group establishes pooled investment funds that comprise investments of various kinds, tailored to meet certain investors’ requirements. The Group’s interest in funds is generally restricted to a fund management fee, the value of which is typically based on the performance of the fund.

The Group acts as trustee to a number of trusts established by or on behalf of its clients. The purpose of the trusts, which meet the definition of structured entities, is to hold assets on behalf of beneficiaries. The Group’s interest in trusts is generally restricted to unpaid fees which, depending on the trust, may be fixed or based on the value of the trust assets. Barclays has no other risk exposure to the trusts.

Other

This includes £1,514m (2013: £1,457m) of derivative transactionsfair value loans with structured entities where the market risk is materially hedged with corresponding derivative contracts.contracts, interests in debt securities issued by securitisation vehicles and drawn and undrawn loan facilities to these entities.

Assets transferred to sponsored unconsolidated structured entities

Assets transferred to sponsored unconsolidated structured entities were immaterial.

294  |


38 Investments in associates and joint ventures

 

Accounting for associates and joint ventures

Barclays applies IAS 28Investments in Associates and IFRS 11Joint Arrangements. Associates are entities in which the Group has significant influence, but not control, over the operating and financial policies. Generally the Group holds more than 20%, but less than 50%, of their voting shares. Joint ventures are arrangements where the Group has joint control and rights to the net assets of the entity.

The Group’s investments in associates and joint ventures are initially recorded at cost and increased (or decreased) each year by the Group’s share of the post acquisition profit (or loss). The Group ceases to recognise its share of the losses of equity accounted associates when its share of the net assets and amounts due from the entity have been written off in full, unless it has a contractual or constructive obligation to make good its share of the losses. In some cases, investments in these entities may be held at fair value through profit or loss, for example, those held by private equity businesses.

Accounting for associates and joint ventures

Barclays applies IAS 28Investments in Associates and IFRS 11Joint Arrangements. Associates are entities in which the Group has significant influence, but not control, over the operating and financial policies. Generally the Group holds more than 20%, but less than 50%, of their voting shares. Joint ventures are arrangements where the Group has joint control and rights to the net assets of the entity.

The Group’s investments in associates and joint ventures are initially recorded at cost and increased (or decreased) each year by the Group’s share of the post acquisition profit/(loss). The Group ceases to recognise its share of the losses of equity accounted associates when its share of the net assets and amounts due from the entity have been written off in full, unless it has a contractual or constructive obligation to make good its share of the losses. In some cases, investments in these entities may be held at fair value through profit or loss, for example, those held by private equity businesses.

There are no individually significant investments in joint ventures or associates held by Barclays.

 

    2014   2013 
    Associates
£m
   Joint
ventures
£m
   Total
£m
   Associates
£m
   Joint
ventures
£m
   Total
£m
 

Equity accounted

   303     408     711     275     378     653  

Held at fair value through profit or loss

   307     366     673     610     400     1,010  

Total

   610     774     1,384     885     778     1,663  

Summarised financial information for the Group’s equity accounted associates and joint ventures is set out below. The amounts shown are the net income of the investees, not just the Group’s share for the year ended 31 December 2014 with the exception of certain undertakings for which the amounts are based on accounts made up to dates not earlier than three months before the balance sheet date.

    Associates  Joint ventures 
    2014
£m
  2013
£m
  2014
£m
  2013
£m
 

(Loss) or profit from continuing operations

   (9  (51  146    144  

Other comprehensive income

   13    3    (5  (20

Total comprehensive income/(loss)

   4    (48  141    124  
         2017             2016     
    Associates
£m
   Joint ventures
£m
           Total
£m
   Associates
£m
   Joint ventures
£m
          Total
£m
 
Equity accounted   402    316    718    321    363   684 
Held at fair value through profit or loss       447    447        484   484 
Total   402    763    1,165    321    847   1,168 

 

Summarised financial information for the Group’s equity accounted associates and joint ventures is set out below. The amounts shown are the net income of the investees, not just the Group’s share for the year ended 31 December 2017, with the exception of certain undertakings for which the amounts are based on accounts made up to dates not earlier than three months before the balance sheet date.

 

 

              Associates   Joint ventures 
              

2017

£m

   

2016

£m

   

2017

£m

  

2016

£m

 
Profit from continuing operations       117    33    77   64 
Other comprehensive expense                     (15  19 
Total comprehensive income from continuing operations             117    33    62   83 

Unrecognised shares of the losses of individually immaterial associates and joint ventures were nil (2013: nil)£nil (2016: £nil).

The Group’s associates and joint ventures are subject to statutory or contractual requirements such that they cannot make remittances of dividends or make loan repayments to Barclays PLC without agreement from the external parties.

The Group’s share of commitments and contingencies of its associates and joint ventures comprised unutilised credit facilities provided to customers of £1,566m (2013: £2,156m)£1,712m (2016: £1,755m). In addition, the Group has made commitments to finance or otherwise provide resources to its joint ventures and associates of £183m (2013: £74m)£246m (2016: £263m).

39 Securitisations

 

Accounting for securitisations

The Group uses securitisations as a source of finance264    Barclays PLC and a means of risk transfer. Such transactions generally result in the transfer of contractual cash flows from portfolios of financial assets to holders of issued debt securities.

Securitisations may, dependingBarclays Bank PLC 2017 Annual Report on the individual arrangement, result in continued recognition of the securitised assets and the recognition of the debt securities issued in the transaction; lead to partial continued recognition of the assets to the extent of the Group’s continuing involvement in those assets or to derecognition of the assets and the separate recognition, as assets or liabilities, of any rights and obligations created or retained in the transfer. Full derecognition only occurs when the Group transfers both its contractual right to receive cash flows from the financial assets, or retains the contractual rights to receive the cash flows, but assumes a contractual obligation to pay the cash flows to another party without material delay or reinvestment, and also transfers substantially all the risks and rewards of ownership, including credit risk, prepayment risk and interest rate risk.

Form 20-F


    

In the course of its normal banking activities, the Group makes transfers of financial assets, either legally (where legal rights to the cash flows from the asset are passed to the counterparty) or beneficial (where the Group retains the rights to the cash flows but assumes a responsibility to transfer them to the counterparty).

39 Securitisations

Accounting for securitisations

The Group uses securitisations as a source of finance and a means of risk transfer. Such transactions generally result in the transfer of contractual cash flows from portfolios of financial assets to holders of issued debt securities.

Securitisations may, depending on the individual arrangement, result in continued recognition of the securitised assets and the recognition of the debt securities issued in the transaction; lead to partial continued recognition of the assets to the extent of the Group’s continuing involvement in those assets or to derecognition of the assets and the separate recognition, as assets or liabilities, of any rights and obligations created or retained in the transfer. Full derecognition only occurs when the Group transfers both its contractual right to receive cash flows from the financial assets, or retains the contractual rights to receive the cash flows, but assumes a contractual obligation to pay the cash flows to another party without material delay or reinvestment, and also transfers substantially all the risks and rewards of ownership, including credit risk, prepayment risk and interest rate risk.

In the course of its normal banking activities, the Group makes transfers of financial assets, either where legal rights to the cash flows from the asset are passed to the counterparty or beneficially, where the Group retains the rights to the cash flows but assumes a responsibility to transfer them to the counterparty. Depending on the nature of the transaction, this may result in derecognition of the assets in their entirety, partial derecognition or no derecognition of the assets subject to the transfer.

Full derecognition only occurs when the Group transfers both its contractual right to receive cash flows from the financial assets (or retains the contractual rights to receive the cash flows, but assumes a contractual obligation to pay the cash flows to another party without material delay or reinvestment) and substantially all the risks and rewards of ownership, including credit risk, prepayment risk and interest rate risk. When an asset is transferred, in some circumstances, the Group may retain an interest in it (continuing involvement) requiring the Group to repurchase it in certain circumstances for other than its fair value on that date.

|  295


Notes to the financial statements

Scope of consolidation

39 Securitisationscontinued

A summary of the main transactions, and the assets and liabilities and the financial risks arising from these transactions, is set out below:

Transfers of financial assets that do not result in derecognition

Securitisations

The Group was party to securitisation transactions involving its residential mortgage loans business loans and credit card balances. In addition, the Group acts as a conduit for commercial paper, whereby it acquires static pools of residential mortgage loans from other lending institutions for securitisation transactions.

In these transactions, the assets, interests in the assets, or beneficial interests in the cash flows arising from the assets, are transferred to a special purpose entity, which then issues interest bearing debt securities to third-partythird party investors.

Securitisations may, depending on the individual arrangement, result in continued recognition of the securitised assets and the recognition of the debt securities issued in the transaction. Partial continued recognition of the assets to the extent of the Group’s continuing involvement in those assets can also occur or derecognition of the assets and the separate recognition, as assets or liabilities, of any rights and obligations created or retained in the transfer.

The following table shows the carrying amount of securitised assets that have not resulted in full derecognition, together with the associated liabilities, for each category of asset on the balance sheet:

 

   2014       2013      2017 2016 
Assets Liabilities Assets Liabilities   Assets   Liabilities Assets   Liabilities 
Carrying
amount
£m
 Fair
Value
£m
 

Carrying
amount

£m

 

Fair
Value

£m

 Carrying
amount
£m
 

Carrying
amount

£m

   Carrying
amount
£m
     Fair value
£m
     Carrying
amount
£m
   Fair value
£m
   Carrying
amount
£m
     Fair value
£m
     Carrying
amount
£m
   Fair value
£m
 

Loans and advances to customers

                       

Residential mortgage loans

   2,830     2,619     (2,352 (2,360  3,930     (3,545                 125    120    (107  (107

Credit cards, unsecured and other retail lending

   7,060     7,162     (5,160 (5,178  6,563     (5,017   3,772    3,757    (3,635 (3,626  5,094    5,084    (4,926  (4,931

Corporate loans

   157     154     (135 (146  331     (294

Total

   10,047     9,935     (7,647 (7,684  10,824     (8,856   3,772    3,757    (3,635 (3,626  5,219    5,204    (5,033  (5,038

Assets designated at fair value through profit or loss

          

Retained interest in residential mortgage loans

   66     n/a        n/a    68       

Balances included within loans and advances to customers represent securitisations where substantially all the risks and rewards of the asset have been retained by the Group.

The relationship between the transferred assets and the associated liabilities is that holders of notes may only look to cash flows from the securitised assets for payments of principal and interest due to them under the terms of their notes, although the contractual terms of their notes may be different to the maturity and interest of the transferred assets.

Residential mortgage loans in 2014 exclude Barclays Non-Core securitised assets of £1,345m (2013: £1,566m) and liabilities of £1,305m (2013: £1,561m) which relate to the European Geneva securitisation which has been designated as held for sale. The 2013 balances have not been restated.

Retained interests in residential mortgage loans are securities which represent a continuing exposure to the prepayment and credit risk in the underlying securitised assets. The carrying amount of the loans before transfer was £120m (2013: £124m). The retained interest is initially recorded as an allocation of the original carrying amount based on the relative fair values of the portion derecognised and the portion retained.

For transfers of assets in relation to repurchase agreements, see Notesrefer to Note 22 and Note 40.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    265


Notes to the financial statements

Scope of consolidation

39 Securitisationscontinued

Continuing involvement in financial assets that have been derecognised

In some cases, the Group may have transferred a financial asset in its entirety but may have continuing involvement in it. This arises in asset securitisations where loans and asset backed securities were derecognised as a result of the Group’s involvement, mainly with CLOs CDOs, RMBS and CMBS. Continuing involvement largely arises from providing financing into these structures in the form of retained notes, which do not bear first losses.

The table below shows the potential financial implications of such continuing involvement:

 

  

Continuing involvement

as at 31 December 2014

   

Gain/(loss) from

continuing involvement

   Continuing involvementa   

Gain/(loss) from continuing

involvement

 

Type of transfer

  Carrying
amount
£m
   Fair
value
£m
   Maximum
exposure
to loss
£m
   

For the year
ended 31
December
2014

£m

   

Cumulative
to 31
December
2014

£m

   Carrying
amount
£m
   Fair value
£m
   

Maximum
exposure to
loss

£m

   For the
year ended
£m
   Cumulative to
31 December
£m
 
2017          

CLO and other assets

   1,370     1,354     1,370     14     (720                    

US sub-prime and Alt-A

   208     195     208          (1,365

Commercial mortgage backed securities

   200     200     200     15     (8   94    94    94    1    1 

Total

   1,778     1,749     1,778     29     (2,093   94    94    94    1    1 
2016          
CLO and other assets   10    10    10        (3
Commercial mortgage backed securities                    
Total   10    10    10        (3

Note

296  |


39 Securitisationscontinued

  

Continuing involvement

as at 31 December 2013

 Gain/(loss) from
continuing involvement
 

Type of transfer

Carrying

amount

£m

 

Fair

value

£m

 

Maximum

exposure

to loss

£m

 

For the year

ended 31

December
2013

£m

 

Cumulative

to 31

December

2013

£m

 

CLO and other assets

   1,911     1,883     1,911     46     (712

US sub-prime and Alt-A

   398     377     398     3     (1,221

Commercial mortgage backed securities

   241     241     241     3     (33

Total

   2,550     2,501     2,550     52     (1,966

a Assets which represent the Group’s continuing involvement in derecognised assets are recorded in the following line items:Loans and advances and Trading portfolio assets.

Type of transfer

  

Loans and

advances

£m

   

Trading

portfolio

assets

£m

   

Derivatives

£m

   

Available

for sale

investments

£m

   

Total

£m

 

As at 31 December 2014

          

CLO and other assets

   829     541               1,370  

US sub-prime and Alt-A

   200     8               208  

Commercial mortgage backed securities

        200               200  

Total

   1,029     749               1,778  

As at 31 December 2013

          

CLO and other assets

   1,130     778     2     1     1,911  

US sub-prime and Alt-A

   321     77               398  

Commercial mortgage backed securities

        241               241  

Total

   1,451     1,096     2     1     2,550  

40 Assets pledged

Assets are pledged as collateral to secure liabilities under repurchase agreements, securitisations and stock lending agreements or as security deposits relating to derivatives. Assets pledged as collateral include all assets categorised as encumbered in the disclosure on page 129 (unaudited), other than those held in commercial paper conduits. In these transactions, Barclays will be required to step in to provide financing itself under a liquidity facility if the vehicle cannot access the commercial paper market. The following table summarises the nature and carrying amount of the assets pledged as security against these liabilities:

 

   

 

2014

£m

  

  

   

 

2013

£m

a 

  

  

2017

£m

   

2016

£m

 

Trading portfolio assets

   50,782     69,886     73,899    51,241 

Loans and advances

   62,459     62,607  

Other

   17,056     9,043  
Financial assets at fair value   4,798    3,195 
Loans and advances to customers   41,772    30,414 
Cash collateral   56,351    68,797 
Financial investments   15,058    13,053 
Non current assets held for sale       117 

Assets pledged

   130,297     141,536     191,878      166,817 

Barclays has an additional £9bn (2013: £11bn)(2016: £14bn) of loans and advances within its asset backed funding programmes that can readily be used to raise additional secured funding and are available to support future issuance.

OtherTotal assets pledged includes a collateral pool put in 2014 include £6bn of loans pledged inplace to provide security for the Spanish business which has been designated as heldUKRF funding deficit. Refer to Note 35 for sale. The 2013 balances have not been revised.further details.

Collateral held as security for assets

Under certain transactions, including reverse repurchase agreements and stock borrowing transactions, the Group is allowed to resell orre-pledge the collateral held. The fair value at the balance sheet date of collateral accepted andre-pledged to others was as follows:

 

   

 

2014

£m

  

  

   

 

2013

£m

a 

  

  

2017

£m

   

2016

£m

 

Fair value of securities accepted as collateral

   396,480     428,276     608,412    466,975 

Of which fair value of securities re-pledged/transferred to others

   313,354     355,991     547,637      405,582 

The full disclosure as per IFRS 7 has been included in collateral and other credit enhancements (page 113)Additional disclosure has been included in collateral and other credit enhancements (see pages 89 to 99).

Note

a    2013 has been revised to align with European Capital Requirement Regulations (CRR).

 

266    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  297


Notes to the financial statements

Other disclosure matters

Notes to the financial statements

Other disclosure matters

    

 

The notes included in this section focusfocuses on related party transactions, auditors’Auditors’ remuneration and directors’ remuneration. Related parties include any subsidiaries, associates, joint ventures, entities under common directorships and Key Management Personnel.

41 Related party transactions and Directors’ remuneration

Related party transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions, or one other party controls both. The definition includes subsidiaries, associates, joint ventures and the Group’s pension schemes.

Subsidiaries

Transactions between Barclays PLC and its subsidiaries also meet the definition of related party transactions. Where these are eliminated on consolidation, they are not disclosed in the Group financial statements.Financial Statements. Transactions between Barclays PLC and its subsidiary, Barclays Bank PLC, are fully disclosed in Barclays PLC’s balance sheet and income statement. A list of the Group’s principal subsidiaries is shown in Note 36.

Associates, joint ventures and other entities

The Group provides banking services to its associates, joint ventures, the Group pension funds (principally the UK Retirement Fund) and to entities under common directorships, providing loans, overdrafts, interest andnon-interest bearing deposits and current accounts to these entities as well as other services. Group companies also provide investment management and custodian services to the Group pension schemes. The Group also provides banking services for unit trusts and investment funds managed by Group companies, which are not individually material. All of these transactions are conducted on the same terms as third-partythird party transactions. Summarised financial information for the Group’s investments in associates and joint ventures is set out in Note 38.

Entities under common directorships

The Group enters into normal commercial relationships with entities for which members of the Group’s Board also serve as Directors. The amounts included in the Group’s financial statements relating to such entities that are not publicly listed are shown in the table below under Entities under common directorships.

Amounts included in the Group’s financial statements, in aggregate, by category of related party entity are as follows:

 

  

 

Associates

£m

  

  

 

 

 

Joint

ventures

£m

  

  

  

 

 

 

 

 

Entities

under

common

directorships

£m

  

  

  

  

  

 

 

 

 

 

 

Pension

funds, unit

trusts and

investment

funds

£m

  

  

  

  

  

  

For the year ended and as at 31 December 2014

      

Income

   (5  9    51     4  

Impairment

       (1         

Total assets

   130    1,558    219       

Total liabilities

   264    188    36     149  

For the year ended and as at 31 December 2013

      

Income

   (10  24    1     3  

Impairment

   (3  (4         

Total assets

   116    1,521    33     5  

Total liabilities

   278    185    73     207  

For the year ended and as at 31 December 2012

      

Income

   (3  38    1     20  

Impairment

       (5         

Total assets

   137    1,657    198       

Total liabilities

   18    585    94     152  
        Associates
£m
  Joint ventures
£m
  

Pension funds,
unit trusts and
investment
funds

£m

 
For the year ended and as at 31 December 2017    
Income/(expense)   (20  38   4 
Impairment releases   2       
Total assets   2   1,048   2 
Total liabilities   75   2   162 
For the year ended and as at 31 December 2016    
Income/(expense)   (20  7   4 
Impairment charges   (13      
Total assets   72   2,244    
Total liabilities   94   95   260 
For the year ended and as at 31 December 2015    
Income/(expense)   (19  40   4 
Impairment charges   (4  (2   
Total assets   36   1,578    
Total liabilities   158   133   184 

Guarantees, pledges or commitments given in respect of these transactions in the year were £911m (2013: £961m)£27m (2016: £940m) predominantly relating to joint ventures. No guarantees, pledges or commitments were received in the year. Derivatives transacted on behalf of the pensions funds, unit trusts and investment funds were £587m (2013: £613m)£3m (2016: £3m).

Key Management Personnel

The Group’s Key Management Personnel, and persons connected with them, are also considered to be related parties for disclosure purposes. Key Management Personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of Barclays PLC (directly or indirectly) and comprise the Directors of Barclays PLC and the Officers of the Group, certain direct reports of the Group Chief Executive and the heads of major business units and functions.

There were no material related party transactions with entities under common directorship where a Director or other member of Key Management Personnel (or any connected person) is also a Director or other member of Key Management Personnel (or any connected person) of Barclays.

298  |


41Related party transactions and Directors’ remunerationcontinued

The Group provides banking services to Directors and other Key Management Personnel and persons connected to them. Transactions during the year and the balances outstanding were as follows:

 

 

Loans outstanding

           

         2017
£m
             2016
£m
 

2014

£m

 

2013  

£m  

 

 

As at 1 January

     13.4    5.9       9.2   9.8 

Loans issued during the year

   1.3      14.0       0.5   0.6 

Loan repayments during the year

   (3.3)   (6.5)   

 
Loan repayments during the year/change of key management personnel   (4.9  (1.2

As at 31 December

   11.4    13.4       4.8   9.2 

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    267


Notes to the financial statements

Other disclosure matters

41 Related party transactions and Directors’ remunerationcontinued

No allowances for impairment were recognised in respect of loans to Directors or other members of Key Management Personnel (or any connected person).

 

 

Deposits outstanding

           

   

            2017

£m

 

            2016

£m

 
2014
£m
 2013  
£m  
 

 

As at 1 January

   100.2    37.3       7.3   116.5 

Deposits received during the year

   25.7    156.4       25.7   18.9 

Deposits repaid during the year

   (22.9  (93.5)   

 
Deposits repaid during the year/change of key management personnel   (26.1  (128.1

As at 31 December

   103.0    100.2       6.9   7.3 

 

Total commitments outstanding

Total commitments outstanding refers to the total of any undrawn amounts on credit cards and/or overdraft facilities provided to Key Management Personnel. Total commitments outstanding as at 31 December 2017 were £1.3m (2013: £2.6m)£0.3m (2016: £0.2m).

All loans to Directors and other Key Management Personnel (and persons connected to them), (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other persons and (c) did not involve more than a normal risk of collectability or present other unfavourable features.

Remuneration of Directors and other Key Management Personnel

                 2017
£m
  

            2016

£m

 
Salaries and other short-term benefits   33.9   31.9 
Pension costs   0.1   0.2 
Other long-term benefits   18.4   11.0 
Share-based payments   26.8   21.9 
Employer social security charges on emoluments   9.6   6.2 
Costs recognised for accounting purposes   88.8   71.2 
Employer social security charges on emoluments   (9.6  (6.2
Other long-term benefits – difference between awards granted and costs recognised   (9.8  (2.5
Share-based payments – difference between awards granted and costs recognised   (11.7  (8.9
Total remuneration awarded   57.7   53.6 

 

Disclosure required by the Companies Act 2006

The following information regarding Directors is presented in accordance with the Companies Act 2006:

 

 

 

    

2017

£m

  

2016

£m

 
Aggregate emolumentsa   8.5   8.1 
Amounts paid under LTIPsb   1.1    
    9.6   8.1 

Total remuneration awarded to Directors and other Key Management Personnel below represents the awards made to individuals that have been approved by the Board Remuneration Committee as part of the latest remuneration decisions and is consistent with the approach adopted for disclosures set out on pages 46 to 79. Costs recognised in the income statement reflect the accounting charge for the year included within operating expenses. The difference between the values awarded and the recognised income statement charge principally relates to the recognition of deferred costs for prior year awards. Figures are provided for the period that individuals met the definition of Directors and other Key Management Personnel.Notes

 

 
 2014
£m
 2013  
£m  
 

 

 

Salaries and other short-term benefits

   28.3    22.3    

Pension costs

   0.3    0.6    

Other long-term benefits

   8.1    11.5    

Share-based payments

   15.0    29.7    

Employer social security charges on emoluments

   5.8    6.5    

 

 

Costs recognised for accounting purposes

   57.5    70.6    

Employer social security charges on emoluments

   (5.8  (6.5)   

Other long-term benefits – difference between awards granted and costs recognised

   (4.3  (3.9)   

Share-based payments – difference between awards granted and costs recognised

   (8.4  (18.3)   

 

 

Total remuneration awarded

     39.0      41.9    

 

 

b) Disclosure required by the Companies Act 2006

The following information regarding Directors is presented in accordance with the Companies Act 2006:

 

 
 2014
£m
 2013  
£m  
 

 

 

Aggregate emolumentsa

   7.8     5.3    

Gains on exercise of share options

        1.7    

Amounts paid under LTIPsb

        0.7    

 

 
       7.8         7.7    

 

 
aThe aggregate emoluments include amounts paid for the 2017 year. In addition, deferred share awards for 2017 will be made to James E Staley and Tushar Morzaria which will only vest subject to meeting certain conditions. The total of the deferred share awards is £1m (2016: £1.4m).
bThe figure above for “Amounts paid under LTIPs” relates to an LTIP award that was released to Tushar Morzaria in 2017. Dividend shares released on the award are excluded. The LTIP figure in the single total figure table for executive Directors’ 2017 remuneration in the Directors’ Remuneration report relates to the award that is scheduled to be released in 2018 in respect of the 2015-2017 LTIP cycle.

There were no pension contributions paid to defined contribution schemes on behalf of Directors (2013:(2016: £nil). There were no notional pension contributions to defined contribution schemes.

As at 31 December 2014,2017, there were no Directors accruing benefits under a defined benefit scheme (2013:(2016: nil).

Notes

aThe aggregate emoluments include amounts paid for the 2014 year. In addition, a deferred share award has been made to each of the executive Directors which will only vest subject to meeting service conditions. The total of the deferred share awards is £1.2m (2013: £0.7m).
bAmounts delivered under long-term incentive schemes are included in the Directors’ remuneration table above in the years in which the performance and service conditions are met and the awards are released to participants. The LTIP amounts shown in the executive Directors’ single total figure for 2014 remuneration table of the Directors’ Remuneration Report are in respect of LTIP awards that are scheduled to be released in 2015 in relation to LTIP awards granted in 2012 (for the 2012-14 performance cycle).

|  299


Notes to the financial statements

Other disclosure matters

41 Related party transactions and Directors’ remunerationcontinued

Directors’ and Officers’ shareholdings and options

The beneficial ownership of ordinary share capital of Barclays PLC by all Directors and Officers of Barclays PLC (involving 2622 persons) at

31 December 20142017 amounted to 9,078,157 (2013: 6,932,951)12,460,877 (2016: 11,464,580) ordinary shares of 25p each (0.06%(0.07% of the ordinary share capital outstanding).

At 31 December 20142017, executive Directors and officersOfficers of Barclays PLC (involving 3311 persons) held options to purchase a total of 30,3986,000 (2016:

22,527) Barclays PLC ordinary shares (2013: 345,943) of 25p each at prices ranging from 133.01p to 178pa price of 120p under Sharesave.

Advances and credit to Directors and guarantees on behalf of Directors

In accordance with Section 413 of the Companies Act 2006, the total amount of advances and credits made available in 20142017 to persons who served as directorsDirectors during the year was £0.4m (2013:£0.2m (2016: £0.2m). The total value of guarantees entered into on behalf of Directors during 20142017 was £nil (2013:(2016: £nil).

268    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


42 Auditors’ remuneration

Auditors’ remuneration is included within consultancy, legal and professional fees in administration and general expenses and comprises:

 

 

 
 Audit
£m
 Audit
related
£m
 Taxation
services
£m
 Other
services
£m
 Total  
£m  
 

 

 

2014

          

Audit of the Group’s annual accounts

   11                    11    

Other services:

          

Fees payable for the Company’s associatesa

   24                    24    

Other services suppliedb

        4               4    

Other services relating to taxation

          

– compliance services

             1          1    

– advisory servicesc

                       –    

Other

        3          1     4    

 

 

Total auditors’ remuneration

   35     7     1     1     44    

 

 

2013

          

Audit of the Group’s annual accounts

   10                    10    

Other services:

          

Fees payable for the Company’s associatesa

   25                    25    

Other services suppliedb

        3               3    

Other services relating to taxation

          

– compliance services

             2          2    

– advisory servicesc

                       –    

Other

        3          2     5    

 

 

Total auditors’ remuneration

   35     6     2     2     45    

 

 

2012

          

Audit of the Group’s annual accounts

   10                    10    

Other services:

          

Fees payable for the Company’s associatesa

   25                    25    

Other services suppliedb

        4               4    

Other services relating to taxation

          

– compliance services

             2          2    

– advisory servicesc

                       –    

Other

        2          1     3    

 

 

Total auditors’ remuneration

   35     6     2     1     44    

 

 

The figures shown in the above table relate to fees paid to PricewaterhouseCoopers LLP and its associates for continuing operations of business. Fees paid to other auditors not associated with PricewaterhouseCoopers LLP in respect of the audit of the Company’s subsidiaries were £4m (2013: £5m, 2012: £7m).

                 2017
£m
                2016
£m
                2015
£m
 
Audit of the Group’s annual accounts   11    14    13 
Other services:      
Audit of the Company’s subsidiariesa   27    27    21 
Other audit related feesb   8    4    7 
Other servicesc   2    4    2 
Total Auditors’ remuneration   48    49    43 

Notes

aComprises the fees for the statutory audit of the subsidiaries and associated pension schemes both inside and outside Great Britainthe UK and fees for the work performed by associates of PricewaterhouseCoopers LLPKPMG or PwC in respect of the consolidated financial statements of the Company. Fees relating to the audit of the associated pension schemes were £0.2m (2013: £0.2m, 2012: £0.2m).
bComprises services in relation to statutory and regulatory filings. These include audit services for the review of the interim financial information under the Listing Rules of the UK listing authority.
cIncludes consultation on tax matters, tax advice relating to transactions and other tax planning and advice.

300  |


KPMG became the Group’s principal auditor in 2017. PwC was the principal auditor. In addition, and 2015.

The figures shown in the above table relate to fees paid to KPMG or PwC as principal auditor. In addition, fees paid to KPMG in relation to discontinued operations were £4m (PwC 2016: £12m, PwC 2015: £10m).

43 Assets included in disposal groups classified as held for sale and associated liabilities

 

43 Financial risks, liquidity and capital management

To improve transparency and ease of reference, by concentrating related information in one place, and to reduce duplication, disclosures required under IFRS relating to financial risks and capital resources have been included within the Risk management and governance section as follows:

¡Credit risk, on pages 111 to 142;

¡Market risk, on pages 143 to 152;

¡Capital resources, on pages 153 to 159; and

¡Liquidity risk, on pages 160 to 177.

44 Transition Notes – Changes in accounting policies, comparabilityAccounting fornon-current assets held for sale and other adjustmentsassociated liabilities

Amendments to IAS 32 Financial Instruments (Offsetting FinancialThe group applies IFRS 5Non-current Assets Held for Sale and Financial Liabilities)Discontinued Operations.

Non-current assets (or disposal groups) are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction rather than continuing use. In December 2011,order to be classified as held for sale, the IASB issued amendmentsasset must be available for immediate sale in its present condition subject only to IAS 32Financial Instrumentsterms that provide clarifications on the application of the offsetting rulesare usual and customary and the circumstances in which netting is permitted, in particular what constitutes a currently legally enforceable rightsale must be highly probable.Non-current assets (or disposal groups) held for sale are measured at the lower of set-offcarrying amount and the circumstances in which gross settlement systems may be considered equivalentfair value less cost to net settlement.sell.

These amendments do not have any impact on the income statement, statement of comprehensive income and the statement of change in equity. The impacts on the balance sheet and the cash flow statement are highlighted below.

Impact of IAS 32 Financial Instruments: Presentation (revised) on the balance sheet as at 31 December 2014

The adoption of the IAS 32 amendments resulted in a change of £53.6bn in the balance sheet. This movement is due to the following balance sheet lines:

Impact of IAS 32 (revised) on consolidated balance sheet

 

 

As at 31 December 2014

Pre IAS 32

(revised)

£m

 

IAS 32
(revised)
impact

£m

 

Published  

£m  

 

 

 

Assets

     

Derivative financial instruments

   389,352     50,557    439,909    

Loans and advances to banks

   42,035     76    42,111    

Loans and advances to customers

   424,828     2,939    427,767    

Total assets

   1,304,334     53,572    1,357,906    

 

 

Liabilities

     

Deposits from banks

   58,405     (15  58,390    

Customer accounts

   423,641     4,063    427,704    

Derivative financial instruments

   389,796     49,524    439,320    

Total liabilities

   1,238,376     53,572    1,291,948    

 

 

Movement between the published and restated balance sheet as at 31 December 2012 and 31 December 2013

The adoption of IAS 32 (revised) resulted in total assets and liabilities increasing by £31bn and £24bn for 2013 and 2012 respectively. This was due to the gross up of financial assets and financial liabilities which were previously offset as shown in the table below:

Consolidated balance sheet – movement between published and restated

 

 
 2013 2012 
  

 

 

 

As at 31 December

Published

£m

 IAS 32
(revised)
impact
£m
 

Restated

£m

 

Published

£m

 IAS 32
(revised)
impact
£m
 

Restated  

£m  

 

 

 

Assets

            

Derivative financial instruments

   324,335     25,965     350,300     469,156     15,984     485,140    

Loans and advances to banks

   37,853     1,569     39,422     40,462     1,337     41,799    

Loans and advances to customers

   430,410     3,827     434,237     423,906     6,695     430,601    

Total assets

   1,312,267     31,361     1,343,628     1,488,335     24,016     1,512,351    

 

 

Liabilities

            

Deposits from banks

   54,834     781     55,615     77,012     333     77,345    

Customer accounts

   427,902     4,096     431,998     385,411     5,417     390,828    

Derivative financial instruments

   320,634     26,484     347,118     462,721     18,266     480,987    

Total liabilities

   1,248,318     31,361     1,279,679     1,428,349     24,016     1,452,365    

 

 

    

Assets included in disposal groups classified as held for sale          
    

Total

            2017

£m

   

Total

            2016

£m

 
Cash and balances at central banks       2,930 
Items in the course of collection from other banks       570 
Trading portfolio assets       3,084 
Financial assets designated at fair value   3    6,984 
Derivative financial instruments       1,992 
Financial investments       7,737 
Loans and advances to banks       1,666 
Loans and advances to customers   1,164    43,504 
Prepayments, accrued income and other assets       696 
Investments in associates and joint ventures       87 
Property, plant and equipment   26    954 
Goodwill       997 
Intangible assets       570 
Current and deferred tax assets       149 
Retirement benefit assets       33 
Total   1,193    71,953 
Balance of impairment unallocated under IFRS 5       (499
Total assets classified as held for sale   1,193    71,454 
    
Liabilities included in disposal groups classified as held for sale          
    Total
             2017
£m
   

Total

2016

£m

 
Deposits from banks       2,149 
Items in the course of collection due to banks       373 
Customer accounts       42,431 
Repurchase agreements and other similar secured borrowing       597 
Trading portfolio liabilities       388 
Financial liabilities designated at fair value       7,325 
Derivative financial instruments       1,611 
Debt securities in issue       7,997 
Subordinated liabilities       934 
Accruals, deferred income and other liabilities       1,180 
Provisions       103 
Current and deferred tax liabilities       162 
Retirement benefit liabilities       42 
Total liabilities classified as held for sale         65,292 
           
Net assets classified as held for sale   1,193    6,162 
Expected contribution to BAGL       866 
Disposal group post contribution   1,193    7,028 

 

|  301Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    269



Notes to the financial statements

Other disclosure matters

    

    

 

44 Transition Notes – Changes43 Assets included in accounting policies, comparabilitydisposal groups classified as held for sale and other adjustmentsassociated liabilitiescontinued

ImpactDuring the year, a number of IAS 32 – Financial Instruments: (Revised)disposal groups classified as held for sale have been disposed of. The £70bn decrease in assets is driven by the disposals of BAGL (£65bn), the French retail business (£4bn), the Egypt business (£1bn), Barclays Vida Pensiones (£0.7bn) and the Zimbabwe business (£0.4bn). The associated liabilities of the above disposal groups have also been sold in the year.

Discontinued Operations

On 1 March 2016, Barclays announced its intention to reduce the Group’s 62.3% interest in BAGL to a level which would permit Barclays to deconsolidate BAGL from a regulatory perspective and, prior to that, from an accounting perspective. From this date, BAGL was treated as a discontinued operation. On 5 May 2016, Barclays sold 12.2% of the Group’s interest in BAGL and on 1 June 2017 Barclays sold a further 33.7% of BAGL’s issued share capital, resulting in the accounting deconsolidation of BAGL from the Barclays Group. As a result, as of 1 June 2017 BAGL was consequently no longer reported as a discontinued operation. At this time, Barclays’ holding in BAGL technically met the requirements to be treated as an Associate. However, following a revision of its governance rights in July 2017 and the difference being immaterial, the holding was treated as an Available for Sale (AFS) asset from the transaction date. In Q317 Barclays contributed 1.5% of BAGL’s ordinary shares to a Black Economic Empowerment scheme, resulting in Barclays accounting for 126 million ordinary shares in BAGL, representing 14.9% of BAGL’s issued share capital. The retained investment is reported as an Available for Sale (AFS) asset, in the Head Office segment, with Barclays’ share of BAGL’s dividend recognised in the Head Office income statement.

Prior to the disposal of shares on 1 June 2017, BAGL met the requirements for presentation as a discontinued operation. As such, the results, which have been presented as the profit after tax andnon-controlling interest in respect of the discontinued operation on the face of the Group income statement, are analysed in the income statement below. The income statement, statement of other comprehensive income and cash flow statement below represent five months of results as ata discontinued operation to 31 May 2017, compared to the full year ended 31 December 20142016.

The adoption of the IAS 32 amendments impacted the net cash from operating activities which decreased by £1,493m.

Barclays Africa disposal group income statement         
For the year ended 31 December  

            2017

£m

  

        2016

£m

 
Net interest income   1,024   2,169 
Net fee and commission income   522   1,072 
Net trading income   149   281 
Net investment income   30   45 
Net premiums from insurance contracts   161   362 
Other income   (16  8 
Total income   1,870   3,937 
Net claims and benefits incurred on insurance contracts   (84  (191
Total income net of insurance claims   1,786   3,746 
Credit impairment charges and other provisions   (177  (445
Net operating income   1,609   3,301 
Staff costs   (586  (1,186
Administration and general expensesa   (1,634  (1,224
Operating expenses   (2,220  (2,410
Share ofpost-tax results of associates and joint ventures   5   6 
(Loss)/profit before tax   (606  897 
Taxation   (154  (306
(Loss)/profit after taxb   (760  591 
Attributable to:         
Equity holders of the parent   (900  189 
Non-controlling interests   140   402 
(Loss)/profit after taxb   (760  591 

Impact of IAS 32 (revised) on consolidated cash flow statementNotes

 

 

For the year ended 31 December 2014

Pre IAS 32

(revised)

£m

 

IAS 32

(revised)

impact

£m

 

Published  

£m  

 

 

 

Continuing operations

     

Changes in operating assets and liabilities

     

Net (increase)/decrease in loans and advances to banks and customers

   2,796     888    3,684    

Net (decrease) in deposits and debt securities in issue

   (1,284   (829  (2,113)   

Net decrease in derivative financial instruments

   4,145     (1,552  2,593    

 

 

Net cash from operating activities

   (8,948   (1,493  (10,441)   

 

 

Net (decrease) in cash and cash equivalents

   (1,782   (1,493  (3,275)   

 

 

Cash and cash equivalents at beginning of year

   80,185     1,569    81,754    

 

 

Cash and cash equivalents at end of year

   78,403     76    78,479    

 

 

Cash and cash equivalents comprise:

     

Loans and advances to banks with original maturity less than three months

   36,206     76    36,282    

 

 
   78,403     76    78,479    

 

 

Movement between the published and restated cash flow statement for 31 December 2012 and 31 December 2013

The adoption of the IAS 32 (revised) amendments impacted the net cash from operating activities which increased by £232m and £207m for 2013 and 2012 respectively.

Consolidated cash flow statement – movement between published and restated

 

 
 

2013

 

2012

 
  

 

 

 

For the year ended 31 December

Published

£m

 

IAS 32

(revised)

impact

£m

 

Restated

£m

 

Published

£m

 

IAS 32

(revised)

impact

£m

 

Restated  

£m  

 

 

 

Continuing operations

           

Changes in operating assets and liabilities

           

Net (increase)/decrease in loans and advances to banks and customers

   (6,783   2,868     (3,915   1,832    (1,274   558    

Net (decrease) in deposits and debt securities in issue

   (12,519   (873   (13,392   (4,388  187     (4,201)   

Net decrease in derivative financial instruments

   2,734     (1,763   971     4,293    1,294     5,587    

 

 

Net cash from operating activities

   (25,174   232     (24,942   (13,823  207     (13,616)   

 

 

Net (decrease) in cash and cash equivalents

   (41,711   232     (41,479   (27,873  207     (27,666)   

 

 

Cash and cash equivalents at beginning of year

   121,896     1,337     123,233     149,673    1,130     150,803    

 

 

Cash and cash equivalents at end of year

   80,185     1,569     81,754     121,896    1,337     123,233    

 

 

Cash and cash equivalents comprise:

           

Loans and advances to banks with original maturity less than three months

   33,690     1,569     35,259     33,473    1,337     34,810    

 

 
   80,185     1,569     81,754     121,896    1,337     123,233    

 

 

a
Includes impairment of £1,090m (2016: £nil).
bTotal loss in respect of the discontinued operation was £2,195m which included the £60m loss on sale and £1,375m loss on recycling of other comprehensive loss on reserves.

 

302  |270    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


    

    

    

45 Non-current assets43 Assets included in disposal groups classified as held for sale and associated liabilities

Accounting for non-current assets held for sale and associated liabilities

The Group applies IFRS 5Non-current Assets Held for Sale and Discontinued Operations.

Non-current assets (or disposal groups) are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction rather than continuing use. In order to be classified as held for sale, the asset must be available for immediate sale in its present condition subject only to terms that are usual and customary and the sale must be highly probable. Non-current assets (or disposal groups) held for sale are measured at the lower of carrying amount and fair value less cost to sell.

 

 

Assets classified as held for sale

     

 

 
 Spanish
        Business
 Other Total Total   
  

 

 

 
 

2014

£m

 

2014

£m

 

2014

£m

 

2013  

£m  

 

 

 

Available for sale financial instruments

   10    152    162    –    

Loans and advances to customers

   13,177    1,766        14,943    –    

Property, plant and equipment

       92    92    280    

Deferred tax assets

   291        291    –    

Other assets

   439    118    557    215    

 

 

Total

   13,917        2,128    16,045    495    

 

 

Balance of impairment unallocated under IFRS 5

   (471      (471  –    

 

 

Total agreed to consolidated balance sheet

   13,446    2,128    15,574    495    

 

 
     

 

 

Liabilities classified as held for sale

     

 

 
 Spanish
Business
 Other Total Total   
  

 

 

 
 

2014

£m

 

2014

£m

 

2014

£m

 

        2013  

£m  

 

 

 

Deposits from banks

   (4,312  (1  (4,313  –    

Customer accounts

   (6,612  (215  (6,827  –    

Repurchase agreements and other similar secured borrowing

   (77      (77  –    

Other liabilities

   (1,839  (59  (1,898  –    

 

 

Total

   (12,840  (275  (13,115  –    

 

 

Sale of the Spanish business

The disposal group includes all assets and liabilities of Barclays Bank S.A.U and its subsidiaries. These were disposed of as part of the rationalisation of the Non-Core segment of the Group, announced in the Strategy Update on 8 May 2014.

The sale, initially announced to the market on 31 August 2014, was completed on 2 January 2015. A write down to fair value less costs to sell of £734m is recognised on the disposal group, of which £263m was allocated against the carrying amount of individual assets within the scope of measurement requirements of IFRS 5 and £471m has been allocated to the disposal group as a whole.

A loss of £446m has been recognised in the income statement within (loss)/profit on disposal of subsidiaries, associates and joint ventures. This reflects the net impact of the write down of assets in line with IFRS 5 of £734m and other transaction related costs of £27m, partially offset by the gain on related hedging instruments of £315m. Accumulated currency translation reserve losses of £100m will be recognised in the income statement on completion of the sale.

Sale of Barclaycard Loan Portfoliocontinued

Other assets includes £1.7bncomprehensive income relating to a customer loan book, intended for sale during the first half of 2015discontinued operations is as part of the strategy to wind down the Non-Core segment of the Group.

No write down is recognised under IFRS 5 as the fair value less costs to sell is expected to exceed the current carrying value.follows:

 

|  303


Notes to the financial statements

Other disclosure matters

For the year ended 31 December               2017
£m
  

            2016

£m

 
Available for sale assets   (3  (9
Currency translation reserves   (38  1,451 
Cash flow hedge reserves   19   89 
Other comprehensive (loss)/income, net of tax from discontinued operations   (22  1,531 

 

The cash flows attributed to the discontinued operation are as follows:

 

   
For the year ended 31 December  

2017

£m

  

2016

£m

 
Net cash flows from operating activities   540   1,164 
Net cash flows from investing activities   (245  (691
Net cash flows from financing activities   (165  (105
Effect of exchange rates on cash and cash equivalents   (29  37 
Net increase in cash and cash equivalents   101   405 

4644 Barclays PLC (the Parent Company)company)

Other income/(expense)income

Other income of £275m (2013: £137m expense)£690m (2016: £334m) includes £250m (2013: nil)£639m (2016: £457m) of income received from gross coupon payments on Barclays Bank PLC issued Additional Tier 1 notes.AT1 securities.

Non-Current Assets and Liabilities

Investment in subsidiarysubsidiaries

The investment in subsidiarysubsidiaries of £33,743m (2013: £30,059m)£39,354m (2016: £36,553m) predominantly represents investments made into Barclays Bank PLC, including £4,326m (2013: £2,063m)£8,986m (2016: £6,486m) of Additional Tier 1 (AT1)AT1 securities. The increase of £3,684m£2,801m during the year was duedriven by AT1 issuances of £2,500m during the period, as well as a £300m investment in Barclays Services Limited (the “Group Service Company”).

The Group Service Company was established in September 2017 as a direct subsidiary of Barclays PLC to a £2,263m increased holding indeliver operational continuity and to drive operational efficiencies across the Group. In September 2017, Barclays transferred c.£3.8bn of assets and liabilities from Barclays Bank PLC issued securities and a further cash contribution of £1,421m.its subsidiaries to the Group Service Company.

Loans and advances to subsidiarysubsidiaries, subordinated liabilities and debt securities in issue

During the period, Barclays PLC issued £810ma equivalent$2bn of Fixed Rate Subordinated Notes, (Tier 2)1.5bn of Fixed Rate Subordinated Notes and £2,056ma equivalentSGD 0.2bn Fixed Rate Subordinated Notes included within the subordinated liabilities balance of £6,501m (2016: £3,789m), $5bn of Fixed and Floating Rate Senior Notes, £1.95bn of Fixed Rate Senior Notes accounted for as subordinated liabilities and0.5bn Fixed Rate Senior Notes included within the debt securities in issue respectively.balance of £22,110m (2016: £16,893m). The proceeds raised through these transactions were used respectively, to subscribe for £810m equivalent of Fixed Rate Subordinated Notes (Tier 2) issued by Barclays Bank PLC, and to make £2,056m equivalent of Fixed Rate Senior Loans toinvest in Barclays Bank PLC in each case with a ranking corresponding to the notes issued by Barclays PLC.PLC and included within the loans and advances to subsidiaries balance of £23,970m (2016: £19,421m).

Financial investments

The financial investment assets relate to loans made to subsidiaries of the Group accounted for as AFS instruments. These include a feature that allows for the loan to be written down in whole or in part by the borrower only in the event that the liabilities of the subsidiary would otherwise exceed its assets.

Derivative financial instrument

The derivative financial instrument of £313m (2013: £271m)£161m (2016: £268m) held by the parent companyParent Company represents Barclays PLC’s right to receive a Capital Note for no additional consideration, in the event the Barclays PLC consolidated CRD IV Common Equity Tier 1 (CET 1)CET1 ratio (FSA October 2012 transitional statement) falls below 7% at which point the notes are automatically assigned by the holders to Barclays PLC.

Current AssetsManagement of internal investments, loans and Liabilities

Other assetsadvances

Other assets are £174m (2013: £812m). The movement principally relatesBarclays PLC retains the discretion to manage the payment bynature of its internal investments in subsidiaries according to their regulatory and business needs. As we implement our structural reform programme, Barclays PLC expects to invest capital and funding in Barclays Bank PLC and other Group subsidiaries such as the Group Service Company, the US IHC and the UK ring-fenced bank. In October 2017, the Bank of England published a £739m receivable held byconsultation on “Internal MREL” and following that consultation a final statement of policy is expected to be published in H1 2018. Accordingly, during the course of 2018 Barclays PLC. The 2013 receivable arose as a resultexpects to restructure certain of shares issued by Barclays PLCits investments in subsidiaries, including to fund share awards for employee share schemes within Barclays Bank PLC.subordinate internal MREL beneath operating liabilities, to the extent required to achieve compliance with internal MREL requirements which are expected to be in effect from 1 January 2019.

Shareholders’Total equity

Ordinary shares, share premium, and reserves

Called up share capital and share premium of Barclays PLC (the Parent Company) was £20,809m (2013: £19,887m)£22,045m (2016: £21,842m). Other equity instruments of £4,326m (2013: £2,063m) comprised£8,943m (2016: £6,453m) comprises of Additional Tier 1 (AT1) securities issued during 2013 and 2014.AT1 securities. For further details please refer to Note 31.

AsStructural Reform

Barclays’ plans for UK ring-fencing remain on track. The relevant court processes began in November 2017 with the Sanction hearing to be held on 26 and 27 February 2018 at 31 December 2014,which the distributable reservesCourt will be requested to sanction Barclays’ ring-fencing transfer scheme. We intend to complete the reorganisation and establish the UK ring-fenced bank in April 2018, ahead of Barclays PLC (the Parent Company) were £7,387m (2013: £7,622m).

Note

a   Including accrued interest and fee amortisation.

304  |


Shareholder Information

Contents

Resources for shareholders including classes of shares and contact details for shareholder enquiries

Page  

Shareholder information

¡Shareholder enquiries

306  

¡Your Barclays shareholding

323  

¡Useful contact details

324  

the 1 January 2019 legislative deadline for implementation.

 

|  305
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    271


Shareholder Information

Shareholder enquiries

Investors who have any questions about their investment in Barclays, or about Barclays in general, may write to the Director, Investor Relations at our Head Office as follows:

In the United Kingdom:

Director, Investor Relations

Barclays PLC

1 Churchill Place

London

E14 5HP

Registered and Head Office

1 Churchill Place

London

E14 5HP

Tel: +44 (0) 20 7116 1000

Registrar

The Registrar to Barclays

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Tel: 0871 384 2055a

or +44 (0) 121 415 7004 (from overseas)

Email: questions@share-registers.co.uk

or, in the United States of America:

The Corporate Communications Department

Barclays Bank PLC

745 Seventh Avenue

New York

NY 10019

USA

ADR Depositary

JP Morgan Chase Bank, N.A.

PO Box 64504

St. Paul

MN 55164-0504

USA

Tel: +1 800 990 1135 (toll-free for US domestic callers)

or +1 651 453 2128

Email: jpmorgan.adr@wellsfargo.com

Note

a  Calls cost 8p per minute plus network extras. Lines open 8.30am to 5.30pm, Monday to Friday.

306  |


 ShareholderAdditional shareholder information

    Additional information

 

Shareholder information

Additional shareholder information

Articles of Association

Barclays PLC (the “Company”) is a public limited company registered in England and Wales under company number 48839. Barclays, originally named Barclay & Company Limited, was incorporated in England and Wales on 20 July 1896 under the Companies Acts 1862 to 1890 as a company limited by shares. The company name was changed to Barclays Bank Limited on 17 February 1917 and it was registered on 15 February 1982 as a public limited company under the Companies Acts 1948 to 1980. On 1 January 1985, the company changed its name to Barclays PLC.

Under the Companies Act 2006 a company’s Memorandum of Association now need only contain the names of the subscribers and the number of shares each subscriber has agreed to take. For companies in existence as of 1 October 2009, all other provisions which were contained in the company’s Memorandum of Association, including the company’s objects, are now deemed to be contained in the company’s articles. The Companies Act 2006 also states that a company’s objects are unrestricted unless the company’s articles provide otherwise.

The Articles of Association were adopted at the Company’s Annual General Meeting (“AGM”) on 30 April 2010 and amended at the AGM of the Company on 25 April 2013.

The following is a summary and explanation of the current Articles of Association, which are available for inspection.

Directors

(i) The minimum number of Directors (excluding alternate Directors) is five. There is no maximum limit. There is no age limit for Directors.

(ii) Excluding executive remuneration and any other entitlement to remuneration for extra services (including service on board committees) under the Articles, a Director is entitled to a fee at a rate determined by the Board but the aggregate fees paid to all Directors shall not exceed £2,000,000 per annum or such higher amount as may be approved by an ordinary resolution of the Company. Each Director is entitled to reimbursement for all reasonable travelling, hotel and other expenses properly incurred by him/her in or about the performance of his/her duties.

(iii) No Director may act (either himself/herself or through his/her firm) as an auditor of the Company. A Director may hold any other office of the Company on such terms as the Board shall determine.

(iv) At each AGM of the Company, one third of the Directors (rounded down) are required under the Articles of Association to retire from office by rotation and may offer themselves for reelection.re-election. The Directors so retiring are first, those who wish to retire and not offer themselves forre-election, and, second those who have been longest in office (and in the case of equality of service length are selected by lot). Other than a retiring Director, no person shall (unless recommended by the Board) be eligible for election unless a member notifies the Company Secretary in advance of his/her intention to propose a person for election. It is Barclays’ practice that all Directors offer themselves forre-election annually in accordance with the UK Corporate Governance Code.

(v) The Board has the power to appoint additional Directors or to fill a casual vacancy amongst the Directors. Any Director so appointed holds office until the next AGM, when he/she may offer

himself/herself for reappointment. He/she is not taken into account in determining the number of Directors retiring by rotation.

(vi) The Board may appoint any Director to any executive position or employment in the Company on such terms as they determine.

(vii) The Company may by ordinary resolution remove a Director before the expiry of his/her period of office (without prejudice to a claim for

damages for breach of contract or otherwise) and may by ordinary resolution appoint another person who is willing to act to be a Director in his/her place.

(viii) A Director may appoint either another Director or some other person approved by the Board to act as his/her alternate with power to attend Board meetings and generally to exercise the functions of the appointing Director in his/her absence (other than the power to appoint an alternate).

(ix) The Board may authorise any matter in relation to which a Director has, or can have, a direct interest that conflicts, or possibly may conflict with, the Company’s interests. Only Directors who have no interest in the matter being considered will be able to authorise the relevant matter and they may impose limits or conditions when giving authorisation if they think this is appropriate.

(x) A Director may hold positions with or be interested in other companies and, subject to legislation applicable to the Company and the FCA’s requirements, may contract with the Company or any other company in which the Company is interested. A Director may not vote or count towards the quorum on any resolution concerning any proposal in which he/she (or any person connected with him/her) has a material interest (other than by virtue of his/her interest in securities of the Company) or if he/she has a duty which conflicts or may conflict with the interests of the Company, unless the resolution relates to any proposal:

(a) to indemnify a Director or provide him/her with a guarantee or security in respect of money lent by him/her to, or any obligation incurred by him/her or any other person for the benefit of (or at the request of), the Company (or any other member of the Group);

(b) to indemnify or give security or a guarantee to a third party in respect of a debt or obligation of the Company (or any other member of the Group) for which the Director has personally assumed responsibility;

(c) to obtain insurance for the benefit of Directors;

(d) involving the acquisition by a Director of any securities of the Company (or any other member of the Group) pursuant to an offer to existing holders of securities or to the public;

(e) that the Director underwrite any issue of securities of the Company (or any other member of the Group);

(f) concerning any other company in which the Director is interested as an officer or creditor or Shareholder but, broadly, only if he/she (together with his/her connected persons) is directly or indirectly interested in less than 1% of either any class of the issued equity share capital or of the voting rights of that company; and

(g) concerning any other arrangement for the benefit of employees of the Company (or any other member of the Group) under which the Director benefits or stands to benefit in a similar manner to the employees concerned and which does not give the Director any advantage which the employees to whom the arrangement relates would not receive.

|  307


 Shareholder information

 Additional information

(xi) A Director may not vote or be counted in the quorum on any resolution which concerns his/her own employment or appointment to any office of the Company or any other company in which the Company is interested.

(xii) Subject to applicable legislation, the provisions described insub-paragraphs (x) and (xi) may be relaxed or suspended by an ordinary resolution of the members of the Company or any applicable governmental or other regulatory body.

(xiii) A Director is required to hold an interest in ordinary shares having a nominal value of at least £500, which currently equates to 2,000 Ordinary Shares unless restricted from acquiring or holding such interest by any applicable law or regulation or any applicable governmental or other regulatory body. A Director may act before acquiring those shares but must acquire the qualification shares within two months from his/her appointment. Where a Director is unable to

272    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional shareholder information

acquire the requisite number of shares within that time owing to law, regulation or requirement of any governmental or other relevant authority, he/she must acquire the shares as soon as reasonably practicable once the restriction(s) end.

(xiv) The Board may exercise all of the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities.

Classes of Shares

The Company only has Ordinary Shares in issue. The Articles of Association also provide for pound sterling preference shares of £100 each, US dollar preference shares of US$100 each, US dollar preference shares of $0.25 each, euro preference shares of100 each and yen preference shares of ¥10,000 each (together, the “Preference Shares”). In accordance with the authority granted at the AGM on 25 April 2013, Preference Shares may be issued by the Board from time to time in one or more series with such rights and subject to such restrictions and limitations as the Board may determine. No Preference Shares have been issued to date.

Dividends

Subject to the provisions of the Articles and applicable legislation, the Company in general meeting may declare dividends on the Ordinary Shares by ordinary resolution, but any such dividend may not exceed the amount recommended by the Board. The Board may also pay interim or final dividends if it appears they are justified by the Company’s financial position.

Each Preference Share confers the right to a preferential dividend (“Preference Dividend”) payable in such currency at such rates (whether fixed or calculated by reference to or in accordance with a specified procedure or mechanism), on such dates and on such other terms as may be determined by the Board prior to allotment thereof.

The Preference Shares rank in regard to payment of dividends in priority to the holders of Ordinary Shares and any other class of shares in the Company ranking junior to the Preference Shares.

Dividends may be paid on the Preference Shares if, in the opinion of the Board, the Company has sufficient distributable profits, after payment in full or the setting aside of a sum to provide for all dividends payable on (or in the case of shares carrying a cumulative right to dividends, before) the relevant dividend payment date on any class of shares in the Company ranking pari passu with or in

priority to the relevant series of Preference Shares as regards participation in the profits of the Company.

If the Board considers that the distributable profits of the Company available for distribution are insufficient to cover the payment in full of Preference Dividends, Preference Dividends shall be paid to the extent of the distributable profits on a pro rata basis.

Notwithstanding the above, the Board may, at its absolute discretion, determine that any Preference Dividend which would otherwise be payable may either not be payable at all or only payable in part.

If any Preference Dividend on a series of Preference Shares is not paid, or is only paid in part, for the reasons described above, holders of Preference Shares will not have a claim in respect of suchnon-payment.

If any dividend on a series of Preference Shares is not paid in full on the relevant dividend payment date, a dividend restriction shall apply. The dividend restriction means that, subject to certain exceptions, neither the Company nor Barclays Bank may (a) pay a dividend on, or (b) redeem, purchase, reduce or otherwise acquire, any of their respective ordinary shares, other preference shares or other share capital ranking equal or junior to the relevant series of Preference Shares until the earlier of such time as the Company next pays in full a dividend on the relevant series of Preference Shares or the date on which all of the relevant series of Preference Shares are redeemed.

All unclaimed dividends payable in respect of any share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. If a dividend is not claimed after 12 years of it becoming payable, it is forfeited and reverts to the Company.

The Board may, with the approval of an ordinary resolution of the Company, offer Shareholders the right to choose to receive an allotment of additional fully paid Ordinary Shares instead of cash in respect of all or part of any dividend. The Company currently provides a scrip dividend programme pursuant to an authority granted at the AGM held on 25 April 2013.

Redemption and Purchase

Subject to applicable legislation and the rights of the other shareholders, any share may be issued on terms that it is, at the option of the Company or the holder of such share, redeemable. The Directors are authorised to determine the terms, conditions and manner of redemption of any such shares under the Articles of Association.

Calls on capital

The Directors may make calls upon the members in respect of any monies unpaid on their shares. A person upon whom a call is made remains liable even if the shares in respect of which the call is made have been transferred. Interest will be chargeable on any unpaid amount called at a rate determined by the Board (of not more than 20% per annum).

If a member fails to pay any call in full (following notice from the Board that such failure will result in forfeiture of the relevant shares), such shares (including any dividends declared but not paid) may be forfeited by a resolution of the Board, and will become the property of the Company. Forfeiture shall not absolve a previous member for amounts payable by him/her (which may continue to accrue interest).

308  |


 Shareholder information

 Additional information

The Company also has a lien over all partly paid shares of the Company for all monies payable or called on that share and over the debts and liabilities of a member to the Company. If any monies which are the subject of the lien remain unpaid after a notice from the Board demanding payment, the Company may sell such shares.

Annual and other general meetings

The Company is required to hold an AGM in addition to such other general meetings as the Directors think fit. The type of the meeting will be specified in the notice calling it. Under the Companies Act 2006, the AGM must be held within six months of the financial year end. A general meeting may be convened by the Board on requisition in accordance with the applicable legislation.

In the case of an AGM, a minimum of 21 clear days’ notice is required. The notice must be in writing and must specify the place, the day and the hour of the meeting, and the general nature of the business to be transacted. A notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as such. The accidental failure to give notice of a general meeting or thenon-receipt of such notice will not invalidate the proceedings at such meeting.

Subject as noted above, all Shareholders are entitled to attend and vote at general meetings. The Articles do, however, provide that arrangements may be made for simultaneous attendance at a satellite meeting place or, if the meeting place is inadequate to accommodate all members and proxies entitled to attend, another meeting place may be arranged to accommodate such persons other than that specified in the notice of meeting, in which case Shareholders may be excluded from the principal place.

Holders of Preference Shares have no right to receive notice of, attend or vote at, any general meetings of the Company as a result of holding Preference Shares.

Notices

A document or information may be sent by the Company in hard copy form, electronic form, by being made available on a website, or by another means agreed with the recipient, in accordance with the provisions set out in the Companies Act 2006. Accordingly, a document or information may only be sent in electronic form to a person who has agreed to receive it in that form or, in the case of a company, who has been deemed to have so agreed pursuant to applicable legislation. A document or information may only be sent by being made available on a website if the recipient has agreed to receive it in that form or has been deemed to have so agreed pursuant to applicable legislation, and has not revoked that agreement.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    273


Additional shareholder information

In respect of joint holdings, documents or information shall be sent to the joint holder whose name stands first in the register.

A member who (having no registered address within the UK) has not supplied an address in the UK at which documents or information may be sent in hard copy form, or an address to which notices, documents or information may be sent or supplied by electronic means, is not entitled to have documents or information sent to him/her.

In addition, the Company may cease to send notices to any member who has been sent documents on two consecutive occasions over a period of at least 12 months and when each of those documents is returned undelivered or notification is received that they have not been delivered.

Capitalisation of profits

The Company may, by ordinary resolution, upon the recommendation of the Board capitalise all or any part of an amount standing to the credit of a reserve or fund to be set free for distribution provided that amounts from the share premium account, capital redemption reserve or any profits not available for distribution should be applied only in paying up unissued shares to be allotted to members credited as fully paid and no unrealised profits shall be applied in paying up debentures of the Company or any amount unpaid on any share in the capital of the Company.

Indemnity

Subject to applicable legislation, every current and former Director or other officer of the Company (other than any person engaged by the company as auditor) shall be indemnified by the Company against any liability in relation to the Company, other than (broadly) any liability to the Company or a member of the Group, or any criminal or regulatory fine.fine

    Officers of the GroupDate of Appointment as Officer

 

Officers of the GroupAshok Vaswani

  

Date of appointment asChief Executive Officer, Barclays UK

Lawrence Dickinson

 

Company Secretary

2002

Robert Le Blanc

Chief Risk Officer

2004

Maria Ramos

Chief Executive, Barclays Africa Group

2009

Valerie Soranno Keating

CEO, Barclaycard2012

Ashok Vaswani

CEO, Personal and Corporate Banking

2012

Bob Hoyt

Group General Counsel

2013

Thomas King

Chief Executive, Investment Bank

2013

Irene McDermott-

Brown

Group Human Resources Director2013

Mike Roemer

Group Head of Compliance

2014

Tushar Morzaria

Group Finance Director

2014

Michael HarteChief Operations and Technology2014
   
Bob HoytGroup General Counsel2013 
Tushar MorzariaGroup Finance Director2013 
James E StaleyGroup Chief Executive Officer2015 
Tristram RobertsGroup Human Resources Director2015 
Paul ComptonGroup Chief Operating Officer2016 
C S Venkatakrishnan  Chief Risk Officer2016 
Tim Throsby

OfficerPresident, Barclays International

 

Chief Executive Officer, Corporate and Investment Bank

2017 
Stephen ShapiroCompany Secretary2017 
Laura PadovaniInterim Group Chief Compliance Officer2017 
  
 

 

274    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F |  309


 Shareholder information

 Additional information

 

Additional shareholder information

 

Dividends on the ordinary shares of Barclays PLC

Barclays PLC has paid dividends on its ordinary shares every year since its incorporation in 1896.

Since December 2009 Barclays has declared and paid dividends on a quarterly basis. A final dividend for the full year ended 31 December 20132016 of 3.5p2.0p was paid in March 2014 and there were three equal payments in June, September and December 2014on 5 April 2017. In respect of 1p per ordinary share. A final dividend for the full year ended 31 December 20142017, one interim dividend of 3.5p1p was paid on 18 September 2017 and a final dividend of 2p was announced on 3 March 201522 February 2018 for payment on 25 April 2015.2018.

The dividends declared for each of the last five years were:

 

                                                                      

Pence per 25p ordinary share

Pence per 25p ordinary share

 

Pence per 25p ordinary share

 

         2014           2013           2012           2011           2010  
  2017   2016  2015  2014  2013

Interim

   3.00     3.00     3.00     3.00     3.00    1.00   1.00  3.00  3.00  3.00

Final

   3.50     3.50     3.50     3.00     2.50    2.00   2.00   3.50  3.50  3.50

Total

   6.50     6.50     6.50     6.00     5.50   3.00  3.00  6.50 6.50 6.50 

               

USD per 25p ordinary share

  

 

US Dollars per 25p ordinary share

US Dollars per 25p ordinary share

 

  2017   2016  2015  2014   2013
   2014     2013     2012     2011     2010  

Interim

   0.05     0.05     0.05     0.05     0.05    0.01   0.01   0.05  0.05  0.05

Final

   0.05     0.05     0.05     0.05     0.04    0.02   0.02   0.05  0.05  0.05

Total

   0.10     0.10     0.10     0.10     0.09   0.03  0.03  0.10 0.10 0.10

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

    

USD per American Depositary Share

 
         2014           2013           2012           2011           2010  

Interim

   0.18     0.18     0.19     0.19     0.18  

Final

   0.22     0.23     0.22     0.19     0.16  

Total

   0.40     0.41     0.41     0.38     0.34  

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

 

   2017   2016  2015   2014  2013

Interim   

  0.05   0.05   0.18  0.18   0.18

Final

  0.10   0.10   0.20   0.22  0.23

Total

  0.15   0.15   0.38   0.40  0.41

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 2014, 16,498,184,1682017, 17,060,397,944 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 J PJP Morgan Chase Bank, N.A. Details of trading activity are published in the stock tables of leading daily newspapers in the US.

There were 544492 ADR holders and 1,6581,654 recorded holders of ordinary shares with US addresses at 31 December 2014,2017, whose shareholdings represented approximately 0.06%4.59% 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.

The following table shows the high and low sales price for the ordinary shares during the periods indicated, based onmid-market prices at close of business on the London Stock Exchange and the high and low sale price for ADSs as reported on the NYSE composite tape.

 

Sale prices for ordinary shares

 

 
     American Depositary     
  25p ordinary shares      Shares     

 

    

 High        Low  High  Low 

 

    

 p        p  US$  US$ 

 

2015

    

 

By month:

  

   

 

January

  243.40      223.55    14.92    13.63   

2014

    

By month:

  

   

August

  225.90      213.40    15.21    14.40   

September

  234.55      22.35    15.53    14.54   

October

  240.80      207.90    15.40    13.50   

November

  245.15      228.85    15.40    14.43   

December

  249.45      225.20    15.54    14.11   

By Quarter:

    

First quarter

  296.50      230.95    19.58    15.41   

Second quarter

  262.45      212.80    17.73    14.55   

Third quarter

  234.55      207.90    15.53    14.26   

Fourth quarter

  249.45      207.90    15.54    13.50   

2013

  

   

First quarter

  302.39      242.39        18.93      15.91     

Second quarter

  308.39      256.06        18.46      15.77     

Third quarter

  299.29      259.30        18.34      15.69     

Fourth quarter

  283.65      249.00        18.13      16.04     

2012

  288.00      148.20        17.47      9.31      

2011

  333.55      138.85        21.64      8.55      

2010

  383.20      255.40        24.10      15.40     

2009

  383.60      51.20        25.40      3.10      

2008

  506.40      127.70        41.40      7.40      

310  |


 Shareholder information

 Additional information

                                                                                

 

Sale prices for ordinary shares

 
   25p ordinary shares   American Depositary
Shares
 
   High   Low   High   Low 
    p   p   US$   US$ 

2018

        

By month:

        

February1

   201.00    189.06    11.36    10.52 

January

   210.30    194.50    11.91    10.68 

1As at 19 February 2018

 

      

2017

        

By month:

        
        

August

   210.35    190.35    10.96    9.83 

September

   193.35    184.00    10.36    9.62 

October

   198.00    182.40    10.44    9.45 

November

   194.25    178.90    10.35    9.36 

December

   204.55    189.40    10.93    10.14 
        

By Quarter:

        

First quarter

   239.25    219.45    11.89    11.02 

Second quarter

   224.65    196.00    11.51    9.92 

Third quarter

   211.30    184.00    11.04    9.62 

Fourth quarter

   204.55    178.90    10.93    9.36 

2016

        

First quarter

   215.25    147.85    12.85    8.62 

Second quarter

   186.95    127.20    11.18    7.03 

Third quarter

   174.75    131.65    9.31    7.06 

Fourth quarter

   239.00    166.50    11.99    8.16 
        
        

2015

   288.95    209.10    17.98    12.80 

2014

   296.50    207.90    19.58    13.50 

2013

   308.39    242.39    18.93    15.69 

2012

   288.00    148.20    17.47    9.31 

2011

   333.55    138.85    21.64    8.55 

2010

   383.20    255.40    24.10    15.40 

This section incorporates information on the prices at which securities of Barclays PLC have traded. It is emphasised that past performance cannot be relied upon as a guide to future performance.

 

 

 

Shareholdings at 31

December 2014a

 
 
Number of
shareholders
  
  
 
 
Percentage 
of holders 
  
  
 Shares held   
 
Percentage 
of capital 
  
  

 

 

 

Classification of shareholders

  

Personal Holders

 298,947   95.72    495,995,231   3.01   

Banks and

Nominees

 3,518   1.13    14,660,444,662   88.86   

Other Companies

 9,847   3.15    1,341,729,948   8.13   

Insurance

Companies

 2   0.00    523   0.00   

Pension Funds

 9   0.00    13,804   0.00   

 

 

Total

 312,323   100.00    16,498,184,168   100.00   

 

 

 

Shareholding range

  

1 - 100

 20,587   6.59   762,016   0.00  

101 - 250

 64,179   20.55   13,067,274   0.08  

251 - 500

 86,229   27.61   30,062,010   0.18  

501 - 1,000

 50,311   16.11   35,665,109   0.22  

1,001 - 5,000

 65,393   20.94   144,003,346   0.87  

5,001 - 10,000

 13,557   4.34   95,232,656   0.58  

10,001 - 25,000

 8,146   2.61   123,585,092   0.75  

25,001 - 50,000

 1,900   0.61   64,879,154   0.39  

50,001 and over

 2,023   0.65   15,990,927,511   96.93  

 

 

Totals

 312,325   100.00   16,498,184,168   100.00  

 

 

United States

Holdings

 1,658   0.53   9,050,770   0.05  

 

 
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    275


Additional shareholder information

Shareholdings at 31
December 2017a
 Number of
shareholders
 Percentage
of holders
 Shares held Percentage
of capital
 

Classification of shareholders

 

Personal Holders

 253,150 97.25% 434,310,677  2.55% 

Banks and Nominees

 2,657 1.02% 14,878,937,903  87.21% 

Other Companies

 4,488 1.72% 1,747,142,728  10.24% 

Insurance Companies

 1 0.00% 208  0.00% 

Pension Funds

 5 0.00% 6,428  0.00% 

Total

 260,301 100.00% 17,060,397,944  100.00% 

Shareholding range

 

1 - 100

 17,465 6.71% 649,598  0.00% 

101 - 250

 53,954 20.72% 10,973,320  0.06% 

251 - 500

 71,706 27.55% 25,016,335  0.15% 

501 - 1,000

 41,885 16.09% 29,607,409  0.17% 

1,001 - 5,000

 53,457 20.54% 118,080,074  0.70% 

5,001 - 10,000

 11,526 4.43% 80,923,119  0.47% 

10,001 - 25,000

 6,894 2.65% 104,303,115  0.62% 

25,001 - 50,000

 1,613 0.62% 54,990,046  0.32% 

50,001 and over

 1,801 0.69% 16,635,854,928  97.51% 

Totals

 260,301 100.00% 17,060,397,944  100.00% 

United States Holdings

 1,654 0.64% 17,462,910  0.10% 

Note

aa. These figures do not include Barclays Sharestore members.

Currency of presentation

In this report, unless otherwise specified, all amounts are expressed in Pound Sterling. For the months of September 20142017 through to February 2015,2018, the highest and lowest closing spot rates as determined by Bloomberg at 5:00 p.m (New York time) (the ‘Closing Spot Rate’), expressed in USD per GBP were:

 

  

 

 

 

(US Dollars per Pound Sterling)

 

 

(US Dollars per Pound Sterling)

 

   February     January     December     November     October     September     February   January   December   November   October   September 

   2015     2014  

   2018   2017 

High

   1.55     1.56     1.58     1.60     1.62     1.66     1.43   1.42   1.35   1.35   1.33   1.36 

Low

   1.5     1.50     1.55     1.56     1.59     1.61     1.38   1.35   1.33   1.31   1.31   1.29 

 

 

 

 

    

  

 

(US Dollars per Pound Sterling) 

 

 

    

         2014           2013           2012           2011           2010   

 

 

 Average

   1.65     1.56     1.59     1.61     1.54   
                                                                      
   

 

 

 

(US Dollars per Pound Sterling)

 

 

    2017    2016    2015    2014    2013 
Average   1.29       1.56       1.53       1.65       1.56    

On 2 March 2015,19 February 2018, the Closing Spot Rate in Pound Sterling was $1.54.$1.40.

No representation is made that Pounds Sterling amounts have been, or could have been, or could be, converted into USD at any of the above rates. For the purpose of presenting financial information in this report, exchange rates other than those shown above may have been used.

Note

276    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional shareholder information

a These figures include Barclays Sharestore members.

Taxation of UK holders

The following is a summary of certain UK tax issues which are likely to be material to the holding and disposal of Ordinary Shares of Barclays PLC, Preference Shares of Barclays Bank PLC (the ‘Bank’), or ADSs representing such Ordinary Shares or Preference Shares (together the ‘Shares’).

It is based on current law and the practice of Her Majesty’s Revenue and Customs (‘HMRC’), which may be subject to change, possibly with retrospective effect. It is a general guide for information purposes and should be treated with appropriate caution. It is not intended as tax advice and it does not purport to describe all of the tax considerations that may be relevant to a prospective purchaser, holder or disposer of Shares. In particular, save where expressly stated to the contrary, thethis summary deals with shareholders who are resident and, in the case of individuals, domiciled in (and only in) the UK for UK tax purposes, who hold their Shares as investments (other than under an individual savings account) and who are the absolute beneficial owners of their Shares and any dividends paid on them.

The statements are not addressed to: (i) shareholders who own (or are deemed to own) 10 per cent. or more of the voting power of Barclays PLC or the Bank; (ii) shareholders who hold Shares as part of hedging transactions; (iii) investors who have (or are deemed to have) acquired their Shares by virtue of an office or employment; and (iv) Shareholdersshareholders who hold Shares in connection with a trade, profession or vocation carried on in the UK (whether through a branch or agency or, in the case of a corporate Shareholder,shareholder, through a permanent establishment, or otherwise). It does not discuss the tax treatment of classes of shareholder subject to special rules, such as dealers in securities.

Persons who are in any doubt as to their tax position should consult their professional advisers. Persons who may be liable to taxation in jurisdictions other than the United KingdomUK in respect of their acquisition, holding or disposal of Shares are particularly advised to consult their professional advisers as to whether they are so liable.

(i) Taxation of dividends

In accordance with UK law, Barclays PLC or the Bank (as the case may be) pays dividends on the Shares without any deduction or withholding tax in respect of any taxes imposed by the UK government or any UK taxing authority.

Dividends paid to a UK resident individuals receivingindividual shareholder in a dividendtax year (the ‘Total Dividend Income’) will generally form part of that shareholder’s total income for UK income tax purposes. The Total Dividend Income will be entitled to a tax credit in respectregarded as the top slice of such dividend which maythe shareholder’s total income, and will be used by certain shareholders to set against any liability they may havesubject to UK income tax on that dividend. at the rates discussed below.

The valuerate of UK income tax applicable to the tax credit is currently equal to one-ninth ofTotal Dividend Income will depend on the amount of the cash dividend. The cash dividend received plusTotal Dividend Income and the relatedUK income tax credit (together,band(s) that the ‘gross dividend’) will beTotal Dividend Income falls within when included as part of the shareholder’s total income for UK income tax purposes. It will be regarded as

A nil rate of UK income tax applies to the top slicefirst £5,000 (reducing to £2,000 from 6 April 2018) of Total Dividend Income received by an individual shareholder in a tax year (the ‘Nil Rate Amount’).

Where the shareholder’s income, andTotal Dividend Income received by an individual shareholder in a tax year exceeds the Nil Rate Amount, the excess amount (the ‘Remaining Dividend Income’) will be subject to UK income tax at a special rate (see below).the following rates:

If the shareholder is a UK resident individual liable to income tax only(a) at the rate of 7.5% on any portion of the Remaining Dividend Income that falls within the basic tax band;

(b) at the rate then he/she will be liable toof 32.5% on any portion of the Remaining Dividend Income that falls within the higher tax band; and

(c) at the rate of 38.1% on any portion of the Remaining Dividend Income that falls within the additional tax band.

In determining the tax band the Remaining Dividend Income falls within, the individual shareholder’s Dividend Income (along with any other dividends received that are included in the shareholder’s total income for UK income tax of 10%purposes) for the tax year in question (including the portion comprising the Nil Rate Amount) will be treated as the top slice of the gross dividend. Since theshareholder’s total income for UK tax credit will fully match this liability, there should be no further tax liability in respect of the dividend received. If, however, the individual shareholder is subject to income tax at the higher or additional rates, there will be a further liability to tax because the tax credit will not fully match the tax liability. Higher/additional rate taxpayers are taxable on the gross dividend at special marginal rates (currently 32.5%/ 37.5% respectively) against which the tax credit may be set.purposes.

|  311


 Shareholder information

 Additional information

Subject to special rules for small companies, UK resident shareholders within the charge to UK corporation tax will be subject to UK corporation tax on the dividends paid on the Shares unless the dividend falls within an exempt class and certain conditions are met.

UK resident shareholders are not entitled to any repayment of the tax credits. A non-UK resident shareholder will not generally be entitled to any payment from HMRC of a tax credit in respect of a UK dividend paid on the Shares. Some non-UK resident shareholders may be able to recover some of the tax credit under an applicable double tax treaty and should consult their own professional advisers as to whether they are so entitled and as to the process for making such a claim.

(ii) Taxation of shares under the Dividend Reinvestment Plan

Where a shareholder elects to purchase shares using their cash dividend as part of the Dividend Reinvestment Plan, such shareholders will generally be liable for UK income tax or corporation tax (as the case may be) on dividends reinvested in the Dividend Reinvestment Plan on the same basis as if they had received the cash and arranged the investment themselves. They should accordingly include the dividend received in their tax return in the normal way.

(iii) Taxation of capital gains

Where shares are disposedThe disposal of Shares may, depending on the shareholder’s circumstances, give rise to a liability to tax on capital/chargeable gains may arise, depending on the shareholder’s circumstances. capital gains.

Where sharesShares are sold, a liability to tax may result if the disposal proceeds from that sale exceed the sum of the base cost of the sharesShares sold and any other allowable deductions such as share dealing costs and, in certain circumstances, indexation relief. To arrive at the total base cost of any Barclays PLC shares held, in appropriate cases the amount subscribed for rights taken up in 1985, 1988 and 2013 must be added to the cost of all othersuch shares held. For this purpose, current legislation permits the market valuation at 31 March 1982 to be substituted for the original cost of shares purchased before that date. Shareholders other than those within the charge to UK corporation tax should note that, following the Finance Act 2008, no indexation allowance will be available. Shareholders within the charge to UK corporation tax may be eligible for indexation allowance. However, the Finance (No. 2) Bill 2017-2019 contains provisions that would, if enacted, change the calculation of indexation allowance so that indexation on or after 1 January 2018 ceases to be taken into account.

The calculations required to compute chargeableChargeable capital gains may be complex. Capital gains may also arise from the gifting of sharesShares to connected parties such as relatives (although not spouses or civil partners) and family trusts.

The calculations required to compute chargeable capital gains may be complex. Shareholders are advised to consult their personal financial adviser if further information regarding a possible tax liability in respect of their holdings of shares is required.

(iv) Stamp duty and stamp duty reserve tax

Dealings in Shares will generally be subject to UK stamp duty or stamp duty reserve tax (although see the comments below as regards ADSs in the section ‘Taxation of US holders – Stamp Duty’(vi) UK stamp duty and stamp duty reserve tax’). The transfer on sale of Ordinary Shares and Preference Shares will generally be liable to stamp duty at 0.5% of the consideration paid for that transfer. An unconditional agreement to transfer Ordinary Shares and Preference Shares, or any interest therein,

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    277


Additional shareholder information

will generally be subject to stamp duty reserve tax at 0.5% of the consideration given. Such liability to stamp duty reserve tax will be cancelled, or a right to a repayment (generally with interest) in respect of the stamp duty reserve tax liability will arise, if the agreement is completed by a duly stamped transfer within six years of the agreement having become unconditional. Both stamp duty and stamp duty reserve tax are normally the liability of the transferee.

Paperless transfers of Ordinary Shares and Preference Shares within CREST are liable to stamp duty reserve tax rather than stamp duty.

Stamp duty reserve tax on transactions settled within the CREST system or reported through it for regulatory purposes will be collected by CREST.

Special rules apply to certain categories of person, including intermediaries, market makers, brokers, dealers and persons connected with depositary arrangements and clearance services.

(v) Inheritance tax

An individual may be liable to inheritance tax on the transfer of Shares. Where an individual is so liable, inheritance tax may be charged on the amount by which the value of his or her estate is reduced as a result of any transfer by way of gift or other gratuitous transaction made by them or treated as made by them.

Taxation of US holders

The following is a summary of the principal US federal income tax consequences and certain UK tax consequences for US holders (as defined below) of Ordinary Shares of Barclays PLC, Preference Shares of Barclays Bank PLC (the ‘Bank’), or ADSs representing such Ordinary Shares or Preference Shares, who own the shares or ADSs as capital assets for tax purposes. It is not, however, a comprehensive analysis of all the potential US or UK tax consequences for such holders and it does not discuss the tax consequences of members of special classes of holders subject to special rules, including (i) dealers in securities, (ii) traders in securities that elect to use amark-to-market method of accounting for securities holdings,(iii) tax-exempt organizations, organisations, (iv) life insurance companies, (v) holders liable for alternative minimum tax, (vi) holders that actually or constructively own 10 per cent.cent or more of the combined voting power of the voting stock of Barclays PLC or the Bank or of the total value of the stock of Barclays PLC or the Bank, (vii) holders that hold shares or ADSs as part of a straddle or a hedging or conversion transaction, (viii) holders that purchase or sell shares or ADSs as part of a wash sale, (ix) holders whose functional currency is not the US dollar, or (x) holders who are resident, or (in the case of individuals) ordinarily resident, or who are carrying on a trade, in the UK. The summary also does not address any aspect of US federal taxation other than US federal income taxation (such as the estate and gift tax or the Medicare tax on net investment income). Investors are advised to consult their tax advisers regarding the tax implications of their particular holdings, including the consequences under applicable state and local law, and in particular whether they are eligible for the benefits of the Treaty, as defined below.

This section is also based on the Internal Revenue Code of 1986, as amended (the ‘Code’), its legislative history, existing and proposed regulations, published rulings and court decisions, and on the Double Taxation Convention between the UK and the US as entered into force in March 2003 (the ‘Treaty’), and, in respect of UK tax, the Estate and Gift Tax Convention between the UK and the US as entered into force on 11 November 1979 (the ‘Estate and Gift Tax Convention’), the current UK tax law and the practice of HMRC, all of which are subject to change, possibly on a retroactive basis. This section is based in part upon the representations of the ADR Depositary and the assumption that each obligation of the Deposit Agreement and any related agreement will be performed in accordance with its terms.

A US holder“US holder” is a beneficial owner of shares or ADSs that is, for US federal income tax purposes, (i) a citizen or resident of the US, (ii) a US domestic corporation, (iii) an estate whose income is subject to US federal income tax regardless of its source, or (iv) a trust if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust. If a partnership holds the shares or ADSs, the United StatesUS federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADSs should consult its tax adviser with regard to the United StatesUS federal income tax treatment of an investment in the shares or ADSs.

This section is also based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions (the ‘Code’), and on the Double Taxation Convention between the UK and the US as entered into force in March 2003 (the ‘Treaty’), all of which are subject to change, possibly on a retroactive basis.

This section is based in part upon the representations of the ADR Depositary and the assumption that each obligation of the Deposit

Agreement and any related agreement will be performed in accordance with its terms.

312  |


Shareholder information

Additional information

For the purposes of the Treaty, the Estate and Gift Tax Convention, between the United Kingdom and the United States, and the Code, the holders of ADRs evidencing ADSs will be treated as owners of the underlying ordinary sharesOrdinary Shares or preference shares,Preference Shares, as the case may be. Generally, exchanges of shares for ADRs and ADRs for shares will not be subject to US federal income tax or to UK capital gains tax.

(i) Taxation of dividends

Subject to the PFIC rules discussed below, a US holder is subject to US federal income taxation on the gross amount of any dividend paid by Barclays PLC or the Bank, as applicable, out of its current or accumulated earnings and profits (as determined for US federal income tax purposes).

Dividends paid by Barclays PLC or the Bank, as applicable, with respect to the ordinary or preference sharesOrdinary Shares, Preference Shares or ADSs will generally be qualified dividend income. Dividends paid to a non-corporatenoncorporate US holder that constitute qualified dividend income will be taxable to the holder at preferential rates, provided that the holder has a holding period of the shares or ADSs of more than 60 days during the121-day period beginning 60 days before theex-dividend date (or, in the case of preference sharesPreference Shares or ADSs relating thereto, if the dividend is attributable to a period or periods aggregating over 366 days, provided that the holder holds the shares or ADSs for more than 90 days during the181-day period beginning 90 days before theex-dividend date) and meets certain other holding period requirements. A US holder will not be subject to UK withholding tax. The US holder will include in gross income for US federal income tax purposes the amount of the dividend actually received. Dividends must be included in income when the US holder, in the case of shares, or the Depositary, in the case of ADSs, actually or constructively receives the dividend, and will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. For foreign tax credit purposes, dividends will generally be income from sources outside the United StatesUS and will depending on a US holder’s circumstances,generally be either ‘passive’ or ‘general’ income for purposes of computing the foreign tax credit allowable to a US holder.

The amount of the dividend distribution includable in income will be the US Dollar value of the Pound Sterling payments made, determined at the spot Pound Sterling/US Dollar rate on the date the dividend distribution is includable in income, regardless of whether the payment is in fact converted into US Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includable in income to the date the payment is converted into US Dollars will be treated as ordinary income or loss and, for foreign tax credit limitation purposes, from sources within the US, and will not be eligible for the special tax rates applicable to qualified dividend income.

Distributions in excess of current or accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a return of capital to the extent of the US holder’s basis in the shares or ADSs and thereafter as capital gain. Because Barclays PLC and the Bank do not currently maintain calculations of earnings and profits for US

278    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional shareholder information

federal income tax purposes, it is expected that distributions with respect to the shares and ADSs will generally be reported to US holders as dividends.

(ii) Taxation of capital gains

Subject to the PFIC rules discussed below, generally, US holders will not be subject to UK tax, but will be subject to US tax on capital gains realised on the sale or other disposition of ordinary shares, preference sharesOrdinary Shares, Preference Shares or ADSs. Generally, a US holder will recognise capital gain or loss for US federal income tax purposes equal to the difference between the US Dollar value of the amount realised and a US holder’s tax basis, determined in US Dollars, in its shares or ADSs. Capital gain of a noncorporate US holder is generally taxed at preferential rates where the holder has a holding period of greater than one year. The gain or loss will generally be income or loss from sources within the United StatesUS for foreign tax credit limitation purposes.

(iii) Taxation of premium on redemption or purchase of shares

No refund of tax will be available under the Treaty in respect of any premium paid on a redemption of preference sharesPreference Shares by the Bank or on a purchase of Ordinary Shares by Barclays PLC of its own shares.PLC. For US tax purposes, redemption premium generally will be treated as an additional amount realised in the calculation of a US holder’s gain or loss.

(iv) Taxation of passive foreign investment companies (PFICs)

Barclays PLC and the Bank believe that their respective shares and ADSs should not be treated as stock of a PFIC for US federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change. If Barclays PLC or the Bank were to be treated as a PFIC, unless a US holder elects to be taxed annually on a mark to market basis with respect tothen the shares or ADSs, gain realised on the sale or other disposition of theirthe shares or ADSs would in general not be treated as capital gain. Instead, forunless a US holder elects to be taxed annually on amark-to-market basis with respect to its shares or ADSs, such gain and certain ‘excess distributions’ would be treated as having been realised rateably over thea US holder’s holding period for the shares or ADSs and generally would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, a US holder’s shares or ADSs will be treated as stock in a PFIC if Barclays PLC or the Bank, as applicable, was a PFIC at any time during such holder’s holding period in theirits shares or ADSs. Dividends that a US holder receives will not be eligible for the special tax rates applicable to qualified dividend income if Barclays PLC or the Bank areis treated as a PFIC with respect to such US holder either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.

(v) Certain Reporting Requirements

US holders should consult their tax advisers regarding any tax reporting or filing requirements that may apply to receiving payments on or with respect to, acquiring, owning, or disposing of the shares or ADSs. Failure to comply with certain reporting obligations could result in the imposition of substantial penalties.

(vi) StampUK stamp duty and stamp duty reserve tax

No obligation to pay UK stamp duty will arise on the transfer on sale of an ADS, provided that any instrument of transfer is not executed in, and remains at all times outside, the UK. No UK stamp duty reserve tax is payable in respect of an agreement to transfer an ADS. For the UK stamp duty and stamp duty reserve tax implications of dealings in shares, see the section ‘Taxation of UK holders – (iv) Stamp duty and stamp duty reserve tax’ above.

(vii) EstateUK estate and gift tax

Under the Estate and Gift Tax Convention, between the United Kingdom and the United States, a US domiciled holder generally is not subject to UK inheritance tax.tax in respect of dispositions by that holder or their estate.

|  313


 Shareholder information

 Additional information

FATCA Risk Factor

In certain circumstances, shares or ADSs may be subject to US “passthru” withholding tax starting in 2017

2019. The United StatesUS has enacted rules, commonly referred to as “FATCA”‘FATCA’, that generally impose a new reporting and withholding regime with respect to certain US source payments (including dividends and interest), gross proceeds from the disposition of property that can produce US source interest and dividends, and certain payments made by, and financial accounts held with, entities that are classified as financial institutions under FATCA. The United StatesUS has entered into an intergovernmental agreement regarding the implementation of FATCA with the United KingdomUK (the “UK IGA”). Under the UK IGA, as currently drafted, it is not expected that either Barclays PLC or the Bank will be required to withhold tax under FATCA on payments made with respect to the shares or ADSs. However, significant aspects of when and how FATCA will apply remain unclear, and no assurance can be given that withholding under FATCA will not become relevant with respect to payments made on or with respect to the shares or ADS in the future. Investors should consult their own tax advisers regarding the potential impact of FATCA.

The Barclays Group has registered with the IRSInternal Revenue Service (‘IRS’) for FATCA. The Global Intermediary Identification Number (GIIN) for the Bank in the United Kingdom is E1QAZN.00001Me.826E1QAZN.00001.ME.826 and it is a Reporting Model 1 FFI. The GIINs for other parts of the Barclays Group or Barclays branches outside of the UK may be obtained from your usual Barclays contact on request. The IRS list of registered Foreign Financial Institutions is publicly available at www.irs.gov/ fatca-ffilist.https://apps.irs.gov/app/fatcaFfiList/flu.jsf.

Exchange controls and other limitations affecting security holders

Other than certain economic sanctions which may be in force from time to time, there are currently no UK laws, decrees or regulations which would affect the transfer of capital or remittance of dividends,

interest and other payments to holders of Barclays securities who are not residents of the UK. There are also no restrictions under the Articles of Association of either Barclays PLC or Barclays Bank PLC, or (subject to the effect of any such economic sanctions) under current UK laws, which relate only tonon-residents of the UK, and which limit the right of suchnon-residents to hold Barclays securities or, when entitled to vote, to do so.

Documents on display

It is possible to read and copy documents that have been filed by Barclays PLC and Barclays Bank PLC with the US Securities and Exchange Commission at the US Securities and Exchange Commission’s office of Investor Education and Advocacy located at 100 F Street, NE Washington DC 20549. Please call the US Securities and Exchange Commission at1-800-SEC-0330 for further information on the public reference rooms and their copy charges. Filings with the US Securities and Exchange Commission are also available to the public from commercial document retrieval services, and from the website maintained by the US Securities and Exchange Commission at www.sec.gov.

 

 

314  |
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    279


 Shareholder information

 Additional information

Additional shareholder information

 

Fees and Charges Payable by a Holder of ADSs

The ADR depositary collects fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them.

The charges of the ADR depositary payable by investors are as follows:

 

Type of Service  ADR Depositary Actions  Fee
ADR depositary or substituting the underlying shares  Issuance of ADSs against the deposit of ordinary shares, including deposits and issuances in respect of:  $5.00 or less per 100 ADSs (or portion thereof) evidenced by the new ADSs delivered
  

–  Share distributions, stock splits, rights issues,

mergers

  
   

–  Exchange of securities or other transactions or

event or other distribution affecting the ADSs or

deposited securities

 

   

Receiving or distributing cash dividends

  Distribution of cash dividends  $0.04 or less per ADSaADS*
Selling or exercising rights  

Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities

 

  $5.00 or less per each 100 ADSs (or portion thereof)
Withdrawing an underlying ordinary share  

Acceptance of ADSs surrendered for withdrawal of deposited ordinary shares

 

  $5.00 or less for each 100 ADSs (or portion thereof)

General depositary services, particularly those charged on an annual basis

  

Other services performed by the ADR depositary in administering the ADS program

  No fee currently payable
Expenses of the ADR depositary  

Expenses incurred on behalf of Holders in connection with:

 

–  Taxes and other governmental charges

 –   Cable, telex and facsimileExpenses of the ADR depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency)

  Expenses payable at the sole discretion of the ADR depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions
  

–  Transmission/Taxes and other governmental charges

–  Cable, telex and facsimile transmission/delivery

  
  

–  Transfer or registration fees, if applicable, for

the registration of transfers or underlying

ordinary shares

  
  

 –   Expenses of the ADR depositary in connection

      with the conversion of foreign currency into US

      dollars (which are paid out of such foreign

      currency)

–  Any other charge payable by ADR depositary or

its agents

  
 

Note

a* The fee in relation to the distribution of cash dividends was $0.01$0.00396 per ADS in respect of dividends paid in the ADR depositary Contract Year running from August 11, 2013 to August 10, 2014 (the ‘2013/2014 Contract Year’). This fee was pro-rated to $0.0083 because dividend fees were not charged in respect of the September 2013 dividend. Such fees were introduced for theyear ended 31 December 2013 dividend and also applied to the March 2014 and June 2014 dividends falling within the 2013/2014 Contract Year.2017

 

280    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F |  315


 Shareholder information

 Additional information

 

Additional shareholder information

 

Fees and Payments made by the ADR depositary to Barclays

The ADR depositary has agreed to provide Barclays with an amount based on the cash dividend, feeissuance and cancellations fees charged on each ADS during each contract year running from August 11 of the relevant year to August 10 of the following year (a ‘Contract Year’)twelve-month period for expenses incurred by Barclays in connection with the ADS program (such amount being the ‘Contribution’program. Barclays is entitled to $1,014,629 for the relevant Contract Year). The Contributions areyear ended 31 December 2017, though such amount has not yet been paid to Barclays in two instalments each Contract Year.

The table below sets outby the Contribution for the 2013/2014 Contract Year:ADR depositary.

Cash Dividend Amount Collected during Contract Year

Amount provided in Contributions from the ADR depositary

for the year ended 31 December 2014

US$0.01 per ADS$1,500,000
Less: pro-rated reduction as dividend fees not charged in September 2013($165,000)
Total$1,335,000

Under certain circumstances, includingnon-routine corporate actions, removal of the ADR depositary or termination of the ADS program by Barclays, Barclays may be charged by the ADR depositary certain fees (including in connection with depositary services, certain expenses paid on behalf of Barclays, an administrative fee, fees fornon-routine services and corporate actions and any other reasonable fees/expenses incurred by the ADR depositary).

The ADR depositary has agreed to waive certain of its fees chargeable to Barclays with respect to standard costs associated with the administration of the ADS program.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    281


Additional information

External auditor objectivity andindependence: Non-Audit Services

Our policy on the provision of services by the Group’s statutory Auditor (the ‘Policy’) sets out the circumstances in which the auditor may be permitted to undertakenon-audit work for the Group.

The Board Audit Committee oversees compliance with the Policy and considers and, if appropriate, approves requests to use the Auditor fornon-audit work. Allowable services arepre-approved up to but not including £100,000 or £25,000 in the case of certain taxation services. The Group Finance Director and the Company Secretary and their teams deal with day to day administration of the policy,Policy, facilitating requests for approval.

Details of the services that are prohibited and allowed under the Policy are set out below:

Services that are prohibited include:

 –      bookkeeping;

Bookkeeping;
design and implementation of financial information systems;
design or implementation of internal controls or risk management services related to financial information
*appraisal or valuation services;
fairness opinions orcontribution-in-kind reports;
*actuarial services;
internal audit;
management and Human Resources functions;
broker or dealer, investment advisor or investment banking services;
legal, expert and certain *tax services or personal services to persons in a financial reporting role; and
transaction-related and restructuring services.

 –      design and implementation of financial information systems;

 –      appraisal or valuation services;

 –      actuarial services;

 –      internal audit outsourcing;

 –      management and Human Resources functions;

 –      broker or dealer, investment advisor or investment banking services; and

 –      legal, expert and tax services involving advocacy.*these may be permissible subject to compliance with certain requirements

Allowable services that the Board Audit Committee considers for approval include:

 –      statutory and regulatory audit services and regulatory non-audit services;

 –      other attest and assurance services;

 –      accountancy advice and training;

 –      risk management and controls advice;

 –      transaction support;

 –      taxation services;

 –      business support and recoveries; and

 –      translation services.

statutory audit and audit related services and regulatorynon-audit services;
other attest and assurance services;
training, surveys and software;
risk management and controls advice;
transaction support;
taxation services;
business support and recoveries; and
translation services.

 

316  |282    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


 Shareholder information

 Additional information

Additional information

 

NYSE Corporate Governance Statement

As our main listing is on the London Stock Exchange, we follow the UK Corporate Governance Code. However, as Barclays also has American Depositary Receipts listed on the New York Stock Exchange (NYSE), we are also subject to the NYSE’s Corporate Governance Rules (NYSE Rules). We are exempt from most of the NYSE Rules, which US domestic companies must follow, because we are anon-US company listed on the NYSE. However, we are required to provide an Annual Written Affirmation to the NYSE of our compliance with the applicable NYSE Rules and must also disclose any significant differences between our corporate governance practices and those followed by domestic US companies listed on the NYSE. Key differences between the Code and NYSE Rules are set out here:

Director Independence

NYSE Rules require the majority of the Board to be independent. The Code requires at least half of the Board (excluding the Chairman) to be independent. The NYSE Rules contain different tests from the Code for determining whether a Director is independent. We follow the Code’s recommendations as well as developing best practices among other UK public companies. The independence of ournon-executive Directors is reviewed by the Board on an annual basis and it takes into account the guidance in the Code and the criteria we have established for determining independence, which are described on page 34.39.

Board Committees

We have a Board Corporate Governance and Nominations Committee and a Board Remuneration (rather than Compensation) Committee, both of which are broadly similar in purpose and constitution to the Committees required by the NYSE Rules and whose terms of reference comply with the Code’s requirements. The NYSE Rules state that both Committees must be composed entirely of independent Directors. As the Group Chairman was independent on appointment, the Code permits him to chair the Board Corporate Governance and Nominations Committee and be a member of the Board Remuneration Committee. Except for these appointments,this appointment, both Committees are composed solely ofnon-executive Directors, whom the Board has determined to be independent. We comply with the NYSE Rules requirement that we have a Board Audit Committee comprised solely of independentnon-executive Directors. However, we follow the Code recommendations, rather than the NYSE Rules, regarding the responsibilities of the Board Audit Committee (except for applicable mandatory responsibilities under the Sarbanes-Oxley Act), although both are broadly comparable. Although the NYSE Rules state that the Board Audit Committee is to take responsibility for risk oversight, Barclays has additional Board Committees which address different areas of risk management. To enhance Board governance of risk, a new Board committee structure was put in place in 2013, encompassingBarclays has two risk committees; the Board Financial Risk Committee, the Board Conduct, Operational and Reputational Risk Committee and the Board Enterprise Wide RiskReputation Committee. Each Committee has their own remit, while at the same time bringing together at Board level the entire risk profile of Barclays. A full description of each Board Committee can be found on page 94.in the governance section.

Corporate Governance Guidelines

The NYSE Rules require domestic US companies to adopt and disclose corporate governance guidelines. There is no equivalent recommendation in the Code but the Board Corporate Governance and Nominations Committee has developed corporate governance guidelines, ‘Corporate Governance in Barclays’, which have been approved and adopted by the Board.

Code of Ethics

The NYSE Rules require that domestic US companies adopt and disclose a code of business conduct and ethics for Directors, officers and employees. “TheThe Barclays Way”Way was introduced in 2013, this is a Code of Conduct which outlines the Values and Behaviours which govern our way of working across our business globally. “TheThe Barclays Way”Way has been adopted on a Group wide basis by all Directors, Officers and employees. This replaces the Code of Ethics which was previously in place for the Chief Executive and senior financial officers. “TheThe Barclays Way”Way is available to view on the Barclays website at barclays.com/home.barclays/about-barclays/barclays-values.htmlbarclays-values.

Shareholder Approval of Equity-compensation Plans

The NYSE listing standards require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to those plans. We comply with UK requirements, which are similar to the NYSE standards. However, the Board does not explicitly take into consideration the NYSE’s detailed definition of what are considered ‘material revisions’.

 

|  317
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    283


 Shareholder information

 Additional information

Additional information

    

 

Share Capital

Substantial shareholders

Major shareholders do not have different voting rights from those of other shareholders. Information provided to the Company by substantial shareholders pursuant to the FCA’s Disclosure Guidance and Transparency Rules are published via a Regulatory Information Service and is available on the Company’s website. As at 31 December 2017, the Company had been notified under Rule 5 of the Disclosure Guidance and Transparency Rules of the following holdings of voting rights in its shares.

2017                         
Holder  Number of
Barclays Shares
   % of total voting
rights attached to
issued share
capitala
        Number of
warrants
   % of total voting
rights attached
to issued share
capital
 

The Capital Group Companies Incb

   1,172,090,125    6.98            -    - 

Qatar Holding LLCc

   1,017,455,690    5.99      -    - 

BlackRock, Incd

   1,010,054,871    5.92      -    - 

Notes

a The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules.

b The Capital Group Companies Inc (CG) holds its shares via CG Management companies and funds. Part of the CG holding is held as American Depositary Receipts. On 14 February 2018, CG disclosed by way of a Schedul;e 13G filed with the SEC, beneficial ownership of 1,167,912,211 ordinary shares of the Company as of 29 December 2017, representing 6.8% of that class of shares.

c Qatar Holding LLC is wholly-owned by Qatar Investment Authority. On 17 January 2018, Qatar Holding LLC disclosed by way of a Schedule 13G filed with the SEC, beneficial ownership of 941,620,690 ordinary shares of the Company as of 31 December 2017, representing 5.52% of that class of shares.

d Total shown includes 2,009,814 contracts for difference to which voting rights are attached. Part of the holding is held as American Depositary Receipts. On 30 January 2018, BlackRock, Inc. disclosed by way of a Schedule 13G filed with the SEC, beneficial ownership of 1,145,415,782 ordinary shares of the Company as of 31 December 2017, representing 6.7% of that class of shares.

Between 31 December 2017 and 19 February 2018 (the latest practicable date for inclusion in this report), the Company was notified that BlackRock, Inc. now holds 990,743,261 Barclays shares, representing 5.80% of the total voting rights attached to issued share capital.

As at 2720 February 20152017 the Company had been notified under Rule 5 of the Disclosure and Transparency Rules (DTR) of the UKLA of the following holdings of voting rights in its shares:

 

 
2014                
Holder   
 
Number of
Barclays Shares
  
  
   
 
 
 
% of total voting
rights attached to
issued share
capitala
  
  
  
  
   
 
        Number of
warrants
  
  
   
 
 
 
% of total voting 
rights attached to 
issued share 
capital  
  
  
  
  

 

 

Qatar Holding LLCb

 813,964,552   6.65   -     

Blackrock Incc

 822,938,075   5.02   -     

The Capital Group Companies Incd

 861,142,569   5.22   -     

Notes

2016                         
Holder  Number of
Barclays Shares
   % of total voting
rights attached to
issued share
capitala
        Number of
warrants
   % of total voting
rights attached
to issued share
capital
 

The Capital Group Companies Incb

   1,172,090,125    6.98            -    - 

Qatar Holding LLCc

   1,017,455,690    5.99      -    
-
 
 

BlackRock, Incd

   922,509,972    5.45      -    
-
 
 

a The percentage of voting rights detailed above were as calculated at the time of the relevant disclosures made in accordance with Rule 5 of the DTR.

b. The Capital Group Companies Inc (CG) holds its shares via CG Management companies and funds. Part of the CG holding is held as American Depositary Receipts.

c. Qatar Holding LLC is wholly-owned by Qatar Investment Authority.

d Total shown includes 3,860,531 contracts for difference to which voting rights are attached. On 19 January 2017, BlackRock, Inc. disclosed by way of a Schedule 13G filed with the SEC, beneficial ownership of 1,054,988,420 ordinary shares of the Company as of 31 December 2016, representing 6.2% of that class of shares.

On 23 January 2017 the Company was notified that Norges Bank now holds 508,175,594 Barclays shares, representing 2.996% of the total voting rights attached to the issued share capital. The relevant threshold for UK disclosure is 3%, so Norges Bank will make no further notifications to the Company unless they again exceed 3% of the total voting rights attached to the issued share capital.

284    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

As at 29 February 2016 the Company had been notified under Rule 5 of the Disclosure and Transparency Rules of the UKLA of the following holdings of voting rights in its shares:

2015                         
Holder  Number of
Barclays Shares
   % of total voting
rights attached to
issued share
capitala
        Number of
warrants
   % of total voting
rights attached to
issued share
capital
 

Qatar Holding LLCb

   813,964,552    6.65            -    
-
 
 

BlackRock, Incc

   822,938,075    5.02      -    - 

The Capital Group Companies Incd

   1,172,090,125    6.98      -    - 

Norges Bank

   506,870,056    3.02      -    - 

a The percentage of voting rights detailed above were as calculated at the time of the relevant disclosures made in accordance with Rule 5 of the DTR.

b Qatar Holding LLC is wholly-owned by Qatar Investment Authority.

c Total shown includes 1,408,618 contracts for difference to which voting rights are attached. On 1225 January 20152016, BlackRock, IncInc. disclosed, by way of a Schedule 13G filed with the SEC, beneficial ownership of 1,032,843,8751,109,026,156 ordinary shares of Barclays PLC as of 31 December 2014,2015, representing 6.3%6.6% of that class of shares.

d The Capital Group Companies Inc (CG) holds its shares via CG Management companies and funds. Part of the CG holding is held as American Depositary Receipts (ADRs) with a ratio of 1 share to every 4 ADRs.

As at 4 March 2013, the Company had been notified under Rule 5 of the DTR of the UKLA of the following holdings of voting rights in its shares:

 

 
2013                
Holder   
 
Number of
Barclays Shares
  
  
   
 
 
 
% of total voting
rights attached to
issued share
capitala
  
  
  
  
   
 
        Number of
warrants
  
  
   
 
 
 
% of total voting 
rights attached to 
issued share 
capital  
  
  
  
  

 

 

Qatar Holding LLCb

 813,964,552    6.65    -     

Blackrock Incc

 805,969,166    7.06    -     

The Capital Group Companies Incd

 809,174,196    5.03    -     
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    285

Notes


Additional information

a The percentage of voting rights detailed above were as calculated at the time of the relevant disclosures made in accordance with Rule 5 of the DTR.

b Qatar Holding LLC is wholly-owned by Qatar Investment Authority. On 13 February 2014 Qatar Holding LLC disclosed, by way of a Schedule 13G filed with the SEC, beneficial ownership of 1,017,455,690 ordinary shares of Barclays PLC as of 31 December 2013, representing 6.31% of that class of shares.

c Total shown includes 8,003,236 contracts for difference to which voting rights are attached. On 17 January 2014 BlackRock, Inc disclosed, by way of a Schedule 13G filed with the SEC, beneficial ownership of 1,040,177,738 ordinary shares of Barclays PLC as of 31 December 2014, representing 6.5% of that class of shares.

d The Capital Group Companies Inc (CG) holds its shares via CG Management companies and funds.

As at 4 March 2013, the Company had been notified under Rule 5 of the DTR of the UKLA of the following holdings of voting rights in its shares:

 

 
2012                
Holder   
 
Number of
Barclays Shares
  
  
   
 
 
 
% of total voting
rights attached to
issued share
capitala
  
  
  
  
   
 
        Number of
warrants
  
  
   
 
 
 
% of total voting 
rights attached to 
issued share 
capital  
  
  
  
  

 

 

His Highness Sheikh Mansour Bin Zayed Al Nahyanb

 783,509,699    6.09    -     

Qatar Holding LLCc

 813,964,552    6.65    -     

BlackRock, Incd

 805,969,166    7.06    -     

Legal & General Group Plce

 480,805,132    3.99    -     

The Capital Group Companies Incf

 492,653,250    4.02    -     

Notes

a The percentage of voting rights detailed above were as calculated at the time of the relevant disclosures made in accordance with Rule 5 of the DTR.

b Total shown comprises (1) 758,437,618 shares that are legally owned by PCP Gulf Invest 3 Limited, which is wholly owned by Nexus Capital Investing Limited (NCIL). NCIL is in turn wholly owned by Abu Dhabi International United Investments LLC, which is in turn wholly owned by His Highness Sheikh Mansour Bin Zayed Al Nahyan (HHSM); and (2) 25,072,081 cash-settled options referencing ordinary shares that are legally owned by Yas Capital Limited (YCL), which is, in turn, wholly owned by HHSM. YCL has no right to acquire or exercise any voting rights in Barclays PLC.

c Qatar Holding LLC is wholly-owned by Qatar Investment Authority.

d Total shown includes 8,003,236 contracts for difference to which voting rights are attached.

e Legal & General Group plc’s interest is held by Legal & General Assurance (Pensions Management) Limited.

f The Capital Group Companies Inc (CG) holds its shares via CG management companies and funds.

Disclosure controls and procedures

The Chief Executive, Antony Jenkins,James E Staley, and the Group Finance Director, Tushar Morzaria, conducted with Group Management an evaluation of the effectiveness of the design and operation of the Group’s disclosure controls and procedures of each of Barclays PLC and Barclays Bank PLC as at 31 December 2014,2017, which are defined as those controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the US Securities Exchange Act of 1934 is recorded, processed, summarised and reported within the time periods specified in the US Securities and Exchange Commission’s rules and forms. As of the date of the evaluation, the Chief Executive and Group Finance Director concluded that the design and operation of these disclosure controls and procedures were effective.

318  |


 Shareholder information

 Additional information

Board of Directors

Sir David Walker,John McFarlane, Chairman

Sir David joined the Board as a non-executive Director in September 2012 and became Chairman in November 2012. Sir David began his career with Her Majesty’s Treasury, where, with a period on secondment to the International Monetary Fund in Washington, he served until 1977. Sir David held several key positions at the Bank of England, where he became one of four Executive Directors. He wasJohn is Chairman of Barclays PLC and Barclays Bank PLC. He is a senior figure in global banking and financial services circles having spent over 40 years in the Securities &sector. John brings extensive experience in banking including investment, corporate and retail banking, as well as expertise in insurance, strategy, risk business transformation and cultural change.

John is currently Chairman of TheCityUK and a member of the Financial Services Trade and Investment Board and ex officio,the European Financial Round Table. Other currentnon-executive directorships included Westfield Corporation, Old Oak Holdings Limited and The International Monetary Conference. John was previously Chairman of Aviva plc where he oversaw a nominated membertransformation of the Council of Lloyd’s. Sir David was a non-executive member ofcompany FirstGroup plc, and the Court of the Bank of England, a non-executive board member of the former CEGB and subsequently of National Power plc.Australian Bankers Association. He was formerly Chairmanalso anon- executive director of Reuters Venture Capital, Vice-Chairman of the Legal and General Group plc and was Chairman of the London Investment Bankers’ Association for 4 years. Sir David was Chairman and CEO, Morgan Stanley International, and subsequently Chairman. He retired as Chairman of Morgan Stanley International in December 2005 but remained a Senior Advisor until the end of August 2012. Sir David is a member and a trustee of the Group of Thirty and previously served as Treasurer of the Group. He was Chairman of the Business Leaders’ Group of the East End charity Community Links. Sir David has completed two reports and made recommendations in respect of the private equity industry and corporate governance at financial institutions. He also co-led the independent review of the report that the FSA produced into the failure ofThe Royal Bank of Scotland, joining at the time of the UK government rescue. Prior to that he was Chief Executive Officer of Australia and was aNew Zealand Banking Group Limited for 10 years, Group Executive Director of Standard Chartered plc and head of Citibank in the UK and Ireland. Other current external appointments include member of Cranfield School of Management Advisory Board, member of Institut International d’Etudes Bancaires and member of the four-personPresident’s Committee chaired by Lord Woolf (former Lord Chief Justice) into ethical business conduct at BAE Systems plc. Sir David has significant experience as a director and chairman, coupled with an extensive knowledgeConfederation of the financial services industry. This, in addition to an excellent understanding and experience of boardroom and corporate governance issues, enables him to provide effective leadership to the Barclays Board. Sir David’s other current principal external appointments are Cicely Saunders Foundation (Trustee), and as Board members of Campaign for the Colleges and University of Cambridge and the Multiple Sclerosis Development Appeal.British Industry.

Antony Jenkins,Jes Staley, Chief Executive, Executive Director

Antony was appointedJes Staley joined Barclays as Group Chief Executive on 1 December 2015. Jes has nearly four decades of extensive experience in August 2012. Previously Antony was Chief Executivebanking and financial services. He worked for more than 30 years at JP Morgan, initially training as a commercial banker, later advancing to the leadership of Barclays’ Retailmajor businesses involving equities, private banking and Business Banking business. He has beenasset management, and ultimately heading the company’s Global Investment Bank. Jes is currently a member of the Group Executive Committee since 2009. Antony started his career at Barclays, where he completed the Barclays’ Management Development Programme, before going on to hold various roles in retail and corporate banking. He then moved to Citigroup, working in both London and New York, before rejoining Barclays as Chief Executive of Barclaycard. Antony has represented Barclays as a non-executive Director on the Board of Absa (now Barclays Africa Group). He was also on the Board of Visa Europe Ltd and the Board of Motability Operations Group plc. Since becoming Group Chief Executive, Antony has taken the lead in the development of Barclays’ Transform programme, including the introduction of a new purpose and values, with the aim of making Barclays the ‘Go-To’ Bank for customers and clients. Antony’s other current principal external appointments are Board of Directors of the Institute of International Finance (Member), International Advisory Paneland formerly served as Managing Partner at BlueMountain Capital.

Sir Gerry Grimstone, Deputy Chairman,Non-executive Director

Sir Gerry Grimstone is Deputy Chairman and Senior Independent Director of Barclays and chairs the Board Reputation Committee. He is also chairman of Standard Life Aberdeen plc, one of the Monetary AuthorityUK’s largest savings and investments businesses. He is an independentnon-executive board member of Singapore (Member)Deloitte NWE LLP where he represents the public interest and Businessa Board advisor to the Abu Dhabi Commercial Bank. Within the UK public sector, he is the leadnon-executive at the Ministry of Defence and is a member of HM Treasury’s Financial Services Trade and Investment Board. From 2012-2015, Gerry served as the chairman of TheCityUK, the representative body for the financial and professional services industry in the Community (Trustee Director).UK. Gerry has held a number of board appointments in the public and private sectors and has served as one of the UK’s Business Ambassadors. He was previously a senior investment banker at Schroders and ran businesses in London, New York and Asia Pacific. He specialised in mergers and acquisitions and capital-raising for major companies worldwide. Prior to that, he was an official in HM Treasury where he was responsible for privatisation and policy towards state-owned enterprises.

Mike Ashley,Non-executive Director

Mike joined the Board as anon-executive Director in September 2013. He was formerly Headhead of Qualityquality and Risk Managementrisk management for KPMG Europe LLP (ELLP), which forms part of the KPMG global network, where his responsibilities included the management of professional risks and quality control. He was a member of the ELLP Board and was also KPMG UK’s designated Ethics Partner. Mike has over 20 years’ experience as an audit partner, during which he was the lead audit partner for several large financial services groups, most recently HSBC Holdings PLC and Standard Chartered PLC, and also for the Bank of England. Mike has an in depth understanding of auditing and the associated regulatory issues, with specific experience of large, global banks. Mike’s other current principal external appointments are Institute of Chartered Accountants in England and Wales’ Ethics Standards Committee (Member), HM Treasury’s Audit Committee (Member), European Financial Reporting Advisory Group’s Technical Expert Group (Vice Chair)(member), Charity Commission (Board Member) and(board member), Government Internal Audit Agency (Chairman)(chairman) and International Ethics Standards Board for Accountants (member).

Tim Breedon,Non-executive Director

Tim was appointed to the Board as anon-executive Director in November 2012. Tim held a number of roles at Legal & General Group plc (L&G) before joining its board as Group Director (Investments) and becoming Group Chief Executive. He was later an adviserExecutive, a position he held from January 2006 to L&G, primarily with responsibilities in connection with Solvency II.June 2012. Tim was a Directordirector of the Association of British Insurers (ABI), and also served as its Chairman.chairman. He was also Chairmanchairman of the UK Government’snon-bank lending taskforce, anindustry-led taskforce that looked at the structural and behavioural barriers to the development of alternative debt markets in the UK. Tim was a director of the Financial Reporting Council and was on the board of the Investment Management Association. Tim has over 25 years of experience in financial services and has extensive knowledge and experience of regulatory and government relationships. He brings to the Board the experience and knowledge of leading a financial services company, combined with an understanding of the UK and EU regulatory environment and risk management. His customer focus and understanding of investor issues, gained both at L&G and the ABI, is of particular relevance to Barclays. Tim’sBarclays.Tim’s other current principal external appointments are Ministryas chairman of Justice (Non-executive Director)Apax Global Alpha Limited and Marie Curie Cancer Care (Trustee).chairman of The Northview Group.

Mary Francis, CBE,Non-executive director

Mary Francis CBE was appointed to the Board as anon-executive Director in October 2016. Mary has extensive board-level experience across a range of industries and is currently serving on the boards of Swiss Re Group and Ensco plc. She has previously served as Senior Independent Director on the board of Centrica and as anon-executive director of Aviva, Cable & Wireless Communications, the Bank of England and Alliance & Leicester. In her executive career, Mary was a senior civil servant in HM Treasury for twelve years, before serving as Private Secretary to the Prime Minister, Deputy Private Secretary to the Queen and as Director General of the Association of British Insurers.

Crawford Gillies,Non-executive Director

Crawford joined the Board as anon-executive Director in May 2014. Crawford has over three decades of business and management experience, initially with Bain & Company, a firm of international management consultants, where he was Managing Directormanaging director Europe from 2001 to 2005. While at Bain he worked with major companies in the UK, Continental Europe and North America across multiple sectors. Since 2007 he has beenFrom 2007-2016 Crawford was on the board of Standard Life plc, where he has chaired the Remuneration Committee.remuneration committee. He was Chairmanchairman of the law firm Hammonds, now Squire Sanders (2006 - 2009),

286    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

has chaired Control Risks Group Holdings LtdInternational since 2007 and chaired Touch Bionics (2006 - 2011), an innovative medical device company. He joinedCrawford was also on the board of MITIE Group PLC in 2012.from 2012 to July 2015. He has also held public sector posts in England and Scotland. He was an independent member of the Department of Trade &and Industry (2002 - 2007) and chaired its Audit &and Risk Committee (2003 - 2007). He is currently Chairmanformer chairman of Scottish Enterprise and he is a former Chairman of the Confederation of British Industry in London. Crawford’s other current principal external appointments are as seniornon-executive director of SSE plc and Chairman of The Edrington Group Limited.

|  319


 Shareholder information

 Additional information

Reuben Jeffery III,Non-executive Director

Reuben joined the Board in July 2009 as anon-executive Director. He is currently CEO, Presidentpresident and a director of Rockefeller & Co Inc. and Rockefeller Financial Services Inc. Reuben served in the US government as Under Secretaryunder secretary of State for Economic, Energy and Agricultural Affairs, as Chairmanchairman of the Commodity Futures Trading Commission and as a special assistant to the President on the staff of the National Security Council. Before his government service, Reuben spent 18 years at Goldman, Sachs & Co where he was managing partner of Goldman Sachs in Paris and led the firm’s European Financial Institutions Groupfinancial institutions group in London. Prior to joining Goldman Sachs, Reuben was a corporate attorney with Davis Polk & Wardwell. Reuben has a broad range of financial services experience, particularly investment banking, and in addition brings extensive insight into the US political and regulatory environment. Reuben’s other current principal external appointments are International Advisory Council of the China Securities Regulatory Commission (Member), Advisory Board of Towerbrook Capital Partners LP (Member)(member), Financial Services Volunteer Corps (Director)(director), and the International Advisory Committee of J Rothschild Capital Management.

Wendy Lucas-Bull, Non-executive Director

Wendy was appointed to the Board as a non-executive Director in September 2013. She is currently Chairman of Barclays Africa Group Limited (formerly Absa Group Limited), one of the largest financial services groups in Africa and majority owned by Barclays. She previously served as an Executive Director of Rand Merchant Bank and became Chief Executive of FirstRand Ltd’s retail businesses following the merger of Rand Merchant Bank and First National Bank. She has held senior Board positions at the Development Bank of Southern Africa, the South African Financial Markets Advisory Board, Eskom, Aveng Ltd and Nedbank Group Limited. Wendy has also held positions on the boards of Telkom SA, Alexander Forbes Ltd, Dimension Data PLC and Anglo American Platinum Ltd. Wendy’s extensive experience provides the Board with valuable retail, commercial, asset management and investment banking expertise. Her widespread experience stems for board level positions in South African banks, having led some of South Africa’s blue chip companies, most notably as CEO of one of the largest retail banks in South Africa, serving as a senior executive of one of the major investment banks in South Africa, as well as providing consultancy services to the largest banks, financial exchanges and insurers in South Africa and internationally. As a CEO Wendy has a track record of successful financial turnaround and cultural transformation of a major South African bank. Her in-depth knowledge of banking in Africa also provides an invaluable insight into banking in the region. Wendy has led or participated in a number of conduct related consultations throughout her career, and such knowledge and experience will contribute greatly towards the discussion of culture at Barclays.

John McFarlane, Non-executive Director

John was appointed to the Board as a non-executive Director in January 2015. John is currently Chairman of Aviva plc, having joined the Aviva Board in September 2011 and becoming Chairman in July 2012. He is also Chairman of FirstGroup plc and a non-executive Director of the Westfield Group and Old Oak Holdings Ltd. Mr McFarlane has a strong track record as a CEO and subsequently as a Chairman and brings to Barclays extensive experience of investment, corporate and retail banking, as well as insurance, strategy, risk and cultural change. Mr McFarlane served as Chief Executive Officer of Australia and New Zealand Banking Group (ANZ) from 1997 to 2007 and prior to that was a group Executive Director at Standard Chartered. He has also held senior positions at Citicorp, including as Managing Director of Citicorp Investment Bank and later head of Citicorp and Citibank in the UK and Ireland. His past non-executive directorships include Royal Bank of Scotland Group and Capital Radio.The Asia Foundation (trustee).

Tushar Morzaria, Group Finance Director, Executive Director

Tushar joined the Board and Group Executive Committee of Barclays in October 2013 as Group Finance Director. Prior to this, he was CFO, Corporatecorporate and Investment Bankinvestment bank at JP Morgan, Chase, a role he held on the merger of the investment bank and the wholesale treasury/security services business at JP Morgan. Prior to the merger, he was CFO of the investment bank and held other various roles during his career at JP Morgan.

Tushar qualified as an accountant at Coopers and Lybrand Deloitte and for most of his career he has worked in investment banking, having held various roles at SG Warburg, JP Morgan and Credit Suisse. Tushar has over 20 years of strategic financial management experience, which will prove invaluable in his role as Group Finance Director.

Dambisa Moyo,Non-executive Director

Dambisa joined the Board in May 2010 as anon-executive Director. She is an international economist and commentator on the global economy, with a background in financial services. After completing a PhD in Economics, she worked for Goldman Sachs in the debt capital markets, hedge funds coverage and global macroeconomics teams. Dambisa has also worked for the World Bank and formerly served as anon-executive Director director of Lundin Petroleum AB (publ) SABMiller PLC (2009- 2016) and Seagate Technology (2015-2017). Dambisa’s background as an economist, in particular her knowledge and understanding of global macroeconomic issues and African economic, political and social issues, provides an important contribution to the Board’s discussion of Barclays’ business and citizenship strategy. Dambisa’s other current principal external appointments are as Non-executive Directornon-executive director of SABMiller PLC and Barrick Gold Corporation and Chevron Corporation.

Frits van Paasschen, Diane Schueneman,Non-executive Director

FritsDiane was appointed to the Board as anon-executive Director in August 2013. FritsJune 2015 and is an experienceda member of the Board of Barclays US LLC, Barclays US intermediate holding company and Chair of Barclays Services Limited. Diane has extensive experience in managing global, cross-discipline business operations, client services and technology in the financial services industry. She spent 37 years with Merrill Lynch and held senior roles with responsibility for banking, brokerage services and technology provided to the company’s retail and middle market clients, and latterly for IT, operations and client services worldwide as senior vice president & head of global infrastructure solutions. As a consultant at McKinsey & Company she advised the IRS Commissioner in the US and has held a number ofnon-executive directorships.

Sir Ian Cheshire,Non-executive Director

Sir Ian was appointed to the Board as anon-executive Director in April 2017 and is Chairman of Barclays UK PLC. Sir Ian Cheshire was appointed Group Chief Executive Officer.of Kingfisher plc from January 2008 and left the group in early 2015. Prior to this he was Chief Executive of B&Q. His previous roles at Kingfisher from 1998 onwards include Chief Executive of International and Development, Chief Executive ofe-Kingfisher and Group Director of Strategy and Development. Before Kingfisher he worked for a series of large and small retail business over 15 years including Sears plc, the owners of Selfridges. He is currently the former CEOChairman of Debenhams plc, Chairman of Menhaden plc and President of Starwood Hotelsthe Business Disability Forum President’s Group. He was Senior Independent Director of Whitbread plc and Resorts Worldwide Inc, onehas previously been Chairman of the world’s largest hotelBritish Retail Consortium and Chairman of the Prince of Wales Corporate Leaders Group on Climate Change. In addition, he chaired the Ecosystem Markets Task Force. Sir Ian retired asnon-executive director of Bradford & Bingley plc eight years ago. Sir Ian has won a number of awards including Lifetime contributions to retailing, green business and the Fortune WEF award for leadership in the circular economy. Sir Ian was knighted in the 2014 New Year Honours for services to Business, Sustainability and the Environment and is a Chevalier of the Ordre National du Merite of France. Other current appointments include Leadnon-executive director for the Government.

Matthew Lester,Non-executive Director

Matthew joined the Board as anon-executive Director in September 2017. Matthew has a strong financial background and extensive board level experience across a range of sectors, including financial services. He is currently anon-executive director of Man Group plc and Capita plc, where he also chairs the Audit and Risk Committees of both companies. He servedMatthew was Chief Financial Officer of Royal Mail Group during the period of preparation for privatisation and for the first four years as a non-executive Director for two NYSE-listed companies, Jones Apparellisted entity, and a member of the FTSE 100. Prior to that he was Group CFO of ICAP plc, the world largest interdealer broker. His earlier experience included 10 years in a variety of senior fiancé roles ar Diagio plc including Group Treasurer and Oakley.Group Financial Controller. He previously servedspent eight years at Kleinwort Benson in Corporate Finance.

Mike Turner,Non-executive Director

Mike has considerable business and board level experience gained from his lengthy career with BAE Systems PLC where he was CEO as the CEOwell as hisnon-executive positions. He has a strong commercial background and President of Coors Brewing Companyexperience in strategy and has held various senior management positions with Nike, Inc. and Disney Consumer Products.operational performance culture. Mike brings significant

 

320  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    287


 Shareholder information

 Additional information

Additional information

    

    

Frits’ extensive global

leadership and commercialstrategic oversight experience and role as a CEO of an international business provides valuable strategic insight. In particular, his experience in developing and marketing brands, and a broad knowledge of enhancing business performance and the customer experience in a retail environment, is highly beneficial to many aspects of Barclays’ business.

Sir Michael Rake. Non-executive Director

Sir Michael joined the Board, in January 2008particularly from his roles as a non-executive Director. He was appointed Senior Independent Director in October 2011 and Deputy Chairman in July 2012. Sir Michael spent over 30 years with KPMG, where he was Senior Partner of the UK firmBabcock International Group PLC and Chairman of KPMG International. Sir Michael is Chairman of BT Group plc and was previously Chairman of the UK Commission for Employment and Skills, Chairman of Business in the Community, Chairman of easyJet plc and a director of the Financial Reporting Council. Sir Michael has substantial financial and commercial experience gained in the UK, Continental Europe and the Middle East. He also has significant experience, both as Chairman and a board member, of listed companies. Sir Michael’s Other current principal external appointments Confederation of British Industry (President) and McGraw-Hill Financial, Inc (Director).GKN Plc.

Diane de Saint Victor, Non-executive DirectorStephen Shapiro, Company Secretary

DianeStephen was appointed Company Secretary in November 2017 having previously served as a non-executive Director in March 2013. She is currently General Counsel andthe Group Company Secretary and a member of the Group Executive Committee of ABB Limited, the publicly listed international power and automation technologies company based in Switzerland. Her responsibilities include Head of Legal and Integrity Group. She was formerly Senior Vice President andDeputy General Counsel of The Airbus Group, formerly EADS Group,SABMiller plc. Prior to this he practised law as a partner in a law firm in South Africa, and subsequently in the European aerospace and defence company. Diane’sUK. Stephen has extensive experience in corporate governance, legal, experience and her knowledge of regulatory and compliance matters allows her to provide a unique perspective to the Board and its Committees. Diane’s other current principal external appointment is as a Member of the Advisory Board of The World Economic Forum’s Davos Open Forum.

Sir John Sunderland, Non-executive Director

Sir John joined the Board as a non-executive Director in June 2005. He has extensive business and board level experience, having spent forty years with Cadbury Schweppes PLC, where he became Chief Executive and subsequently Chairman. Sir John has significant experience as a director of UK listed companies, andmatters. Stephen has also held a number of similar positions in trade and professional bodies, including President of the Confederation of British Industry and President of the Chartered Management Institute. Sir John is Chairman of Merlin Entertainments Group plc and was formerly a director of the Financial Reporting Council. In addition to his board level experience, Sir John brings extensive experience and knowledge of retailing and brand marketing. Sir John’s other current principal external appointments are AFC Energy plc (Non-executive Director), Reading University Council (Governor), Aston University (Chancellor) and Cambridge Education Group Limited (Chairman).

Steve Thieke, Non-executive Director

Steve was appointed to the Board as a non-executive Director in January 2014. He has four decades of experience in financial services, both in regulation and investment banking. Steve worked for the Federal Reserve Bank of New York for 20 years, where he held several senior positions in credit and capital market operations and banking supervision and later he became a non-executive director at the FSA. He has also held senior roles in investment banking and risk management with JP Morgan, where he spent ten years. He was Head of the Fixed Income Division, co-Head of Global Markets, President and Chairman of JP Morgan Securities, Inc. and Head of the Corporate Risk Management Group, retiring from JP Morgan in 1999. He has significant board level experience, both in executive and non-executive roles, including spending seven years as a director of Risk Metrics Group, where latterly hepreviously served as Chairman of the board,ICC UK’s Committee on Anti-Corruption as well as on working groups of the GC100, providing business input into key areas of legislative and nine years on the board of PNC Financial Services Corp.policy reform.

Group Executive Committee

Antony Jenkins,Jes Staley, Group Chief Executive, Executive Director

See above for full biography.

Tushar Morzaria, Group Finance Director, Executive Director

See above for full biography.

Robert Le Blanc,Paul Compton, Group Chief RiskOperating Officer

RobertPaul joined Barclays as Group Chief Operating Officer in 2002 as HeadMay 2016. In this role, Paul is responsible for leading the global Operations & Technology functions, driving the implementation of Risk Managementthe structural reform and cost transformation programmes, and for the Investment Bank, and has been the Chief Risk Officer for the Group since 2004.delivery of other major bank-wide projects. Prior to joining Barclays, Robert spent mostPaul was the Chief Administrative Officer of JPMorgan Chase, and was accountable for overseeing global technology, operations, real estate and general services. Before being appointed in this role in 2013, Paul served asCo-Chief Administrative Officer for the Corporate & Investment Bank, Deputy Head of Operations for JPMorgan Chase, and head of the JPMorgan Chase Global Service Centre in India. Paul started his career at JPMorgan in 1997, and first led the overhaul of the wholesale bank’s credit risk infrastructure, before taking on the role as Chief Financial Officer for the Investment Bank. Previous to JP Morgan, Paul spent 10 years as Principal at Ernst & Young in the capital markets, fixed income, emerging marketBrisbane and credit and risk management areas in New York and London. Robertoffices.. He has previously been a member of the Group Executive Committee since November 2009.

Michael Harte, Chief Operations and Technology Officer

Michael joined Barclays in July 2014, becoming a memberBoard of Directors of the Group Executive Committee. Before joining Barclays, Michael was Group ExecutiveDepository Trust and Clearing Corporation (DTCC) American Australian Association and the American Red Cross of Enterprise Services and Chief Information Officer at the Commonwealth Bank of Australia Group (CBA), where he was responsible for group-wide retail and institutional banking systems and operations, brokerage, wealth and asset management systems. Together with his team, Michael transformed CBA into one of the most respected, customer focused and technology leading banks in the world: one of only 8 AA rated banks and top ten by market capitalisation. In his earlier career, Michael held the posts of Executive Vice President, Chief Information Officer, IT and Operations and Technology posts at PNC Financial Services (2001-2006,Greater New York) and at Citigroup (1996-2001, London and New York).York.

Bob Hoyt, Group General Counsel

Bob joined Barclays as Group General Counsel designate in October 2013 and became Group General Counsel in November 2013,is responsible for all legal issuesand regulatory matters across Barclays.Barclays as Group General Counsel. Previously, Bob is a member of Barclays’ Executive Committee. Bob joined Barclays fromwas at PNC Financial Services Group, where he was General Counsel and Chief Regulatory Affairs Officer, having previously served as Deputy General Counsel since 2009. Prior to then he held roles in public serviceBetween 2006 and 2009, Bob served as General Counsel atof the US Department of the Treasury 2006-2009,where he was the Chief Legal Officer of the department and asa senior policy advisor to Secretary Henry M. Paulson, Jr. Prior to that Bob served at the White House where he was Special Assistant and Associate Counsel atto President George W. Bush. Earlier in his career, Bob was a partner in the White House. Bob spent muchSecurities, Litigation and Corporate departments of the early partlaw firm of his career in private practice, specialising in securities, litigationWilmer Cutler Pickering Hale and corporate.

Dorr (WilmerHale).

|  321


 Shareholder information

 Additional information

Tom King, Chief Executive, Investment Bank

Tom King is Chief Executive of Corporate and Investment Banking at Barclays. He is a member of Barclays’ Executive Committee. Tom joined Barclays in December 2009 as Head of Investment Banking Division (IBD), EMEA, and Co-Head of Global Corporate Finance. In April 2012, he assumed additional responsibility for jointly overseeing the newly combined Corporate Finance/M&A team. He was appointed Deputy Head of IBD in October 2012, and became Head of IBD in March 2013. Tom was appointed Co-Chief Executive of Corporate and Investment Banking on 1 May 2013 and joined the Barclays Executive Committee, in addition to his Investment Banking responsibilities. Previously, Tom was at Citigroup where he was most recently Head of Banking for EMEA. Tom joined Salomon Brothers in 1989 and moved to London in 1999 when he was appointed Global Head of Mergers & Acquisitions. He was named Head of EMEA Investment Banking in 2005, and Head of the combined Corporate and Investment Banking business in 2008.

Irene McDermott Brown,Tristram Roberts, Group Human Resources Director

IreneTristram is Barclays’the Group Human Resources Director. After six years with BP, sheTristram joined Barclays in 2011July 2013 as HR Director for the Functions, becoming Barclays’ InterimInvestment Bank. His remit was expanded in May 2014 to include HR responsibilities for BarclaysNon-Core, and became the Group HR Director in December 2015. Prior to Barclays, Tristram was Head of Human Resources Directorfor Global Functions and Operations & Technology at HSBC Holdings PLC, as well as group head of performance and reward. Previously, he was group reward and policy director for Vodafone Group Plc. Tristram began his career in October 2012 before being formally appointed toconsulting. He became a partner with Arthur Andersen in 2001 and was subsequently a partner with both Deloitte and KPMG.

Tim Throsby, President, Barclays International and Chief Executive Officer, Corporate and Investment Bank

Tim Throsby is President of Barclays International and Chief Executive Officer of the Corporate and Investment Bank at Barclays. In May 2017, Tim took on the additional role of interim Head of Markets. Based in July 2013, when she also joinedLondon, he is a member of the Group Executive Committee. Prior to BP, Irene held senior roles at Cable & Wireless and Barclays Private Clients, as well as leading her own consultancy business.

Jonathan Moulds, Group Chief Operating Officer

Jonathan joined Barclays in February 2015 as Group Chief Operating Officer for Barclays. He is a member of the Executive Committee. Jonathan began his career in Finance with Chicago Research and Trading, which was acquired by Bank of America. Jonathan remained at Bank of America Merrill Lunch for over 15 years until 2012 holding a number of positions including Head of Latin America, Canada and Europe, Head of Risk for Global Markets and Head of International Global Markets. Latterly, Jonathan was Head of Bank of America Merrill Lynch Europe and CEO of Merrill Lynch International. More broadly, Jonathan has been a Board member for bodies such as the Association of Financial Markets, Europe and the Global Markets Association. Jonathan is a renowned patron of the arts and was appointed CBE in the 2015 New Year Honours list for his services to philanthropy.

Maria Ramos, Chief Executive, Absa Group and Barclays Africa

Maria is the Chief Executive Officer of Barclays Africa Group Limited (formerly Absa), which is majority owned by Barclays. Prior to joining Absa on 1 March 2009, she was the Group Chief Executive of Transnet Limited, the state-owned South African freight transport and logistics service provider. This was after a term as Director-General of the National Treasury of South Africa (formerly the Department of Finance). She currently serves on the executive committees of the World Economic Forum’s International Business Council and Business Leadership South Africa. Maria joined the Group Executive Committee in November 2009.

Mike Roemer, Group Head of Compliance

Mike joined Barclays in January 2011 as the Head of Barclays Internal Audit, before becoming Group Head of Compliance in January 2014 and joining the Group Executive Committee. Mike joined Barclays from CIT Group2017, Tim worked for JP Morgan where he was the Chief Auditor, reporting directly to the Board Audit Committee and having global responsibility for CIT Group’s internal audit function. Mike has 27 years’ experience in internal audit, with 23 years of that time spent at JPMorgan Chase. Mike currently serves on the Advisory Board of the Make-A-Wish Foundation of Metro New York where he is Audit Committee Chair. He also serves on the Board of Directors of Ronald McDonald House of New York, Inc. where he is also Audit Committee Chair.

Valerie Soranno Keating, CEO, Barclaycard

Valerie is the CEO of Barclaycard and has been a member of the Group Executive Committee since October 2012. She is a member of the Board of Visa Europe, chairs the Barclays Global Payments Council and is Chairman of the Board of Barclays Bank Delaware. She joined Barclaycard in 2009 after a 16 year career at American Express where she was a member of the Global Management team and held a variety of senior executive positions.management roles, most recently serving as Global Head of Equities. Tim has had an extensive career in banking and asset management, working initially for Credit Suisse and Macquarie, before joining Goldman Sachs in 1995 as a Managing Director andCo-Head of Equity Derivatives for Asia. In 2002, he joined Lehman Brothers to lead the Asia Equities Division, before relocating to New York in 2004 to run the global Equity Derivatives business as well as risk arbitrage. In 2005, he became President of Citadel Asia where he oversaw the investment firm’s Asia business. He serves on the board of Human Dignity Trust, and is a school governor at the Ark Oval Primary Academy.

C.S. Venkatakrishnan (“Venkat”), Chief Risk Officer

Venkat joined as Chief Risk Officer in March 2016. Venkat is responsible for helping to define, set and manage the risk profile of Barclays. He has over 20 years of financial market and risk management expertise. Venkat worked at JP Morganfrom 1994, most recently as Head of Model Risk and Development and Operational Risk. Prior to this, he worked in fixed income structuring at the JP Morgan Investment Bank. This followed upon 14 years in JP Morgan Asset Management where he held senior positions in the Global Fixed Income business.

Ashok Vaswani, CEO, Personal and Corporate BankingBarclays UK

Ashok is responsiblethe CEO for the PersonalBarclays UK, covering Retail Banking, Wealth, Business Banking and Corporate Banking division.Barclaycard UK. Ashok joined Barclays in 2010, managing the credit card business across the UK, Europe and the Nordics, becoming Chairmanchairman of Entercard. He went on to manage Barclays in Africa, Barclays Retail Business Bank globally and his most recent roleBarclays Personal and Corporate Banking. Ashok is CEO for Retail and Business Banking, covering Europe, Africaa member of Barclays Bank UK PLC Board, UK Finance Board and the UK.Trustee Board at Citizens Advice. He also sits on the advisory boards of a number of institutions such as Rutberg & Co and is Founder Director ofLend-a-Hand, anon-profit organisation focused on rural education in India. Ashok has previously served as a Non-executive Director on the Board of Barclays Africa Group Limited, the board of directors, Telenor ASA and on the advisory boards of SP Jain Institute of Management,

288    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Insead Singapore and Visa Asia Pacific. Prior to Barclays, Ashok was a Partner atpartner with a J P Morgan Chase funded private equity firm - Brysam Global Partners, a New York City based private equity firmwhich focused on building retail financial service businesses in emerging markets. Ashok also spent 20 years with Citigroup working in Asia, Middle East, Central Asia, Europe and North America,where his last position beingwas as CEO, of the Global Consumer Bank in Asia Pacific. Ashok is on the advisory board of S. P. Jain Institute of Management and has served on the advisory board of Insead Singapore and Visa Asia Pacific. He is founder director of Lend-a-Hand, a non-profit organisation focused on economic development in India. Ashok represents Barclays as a non-executive director on the board of Barclays Africa Group Limited (formerly Absa), having been appointed in February 2013. Ashok has beenwas also a member of the Citigroup Operating Committee, the Citigroup Management Committee and the Global Consumer Planning Group.

Laura Padovani, Interim Group Executive CommitteeChief Compliance Officer

Laura is currently the Interim Group Chief Compliance Officer for Barclays and has worked at the bank since October 2012.

joining as the Head of Global Compliance Services in 2015. In 2016, Laura’s role was expanded to cover the Compliance Chief of Staff Office, where she would deputise for the Chief Compliance Officer in various capacities. Laura joined from American Express and has over 25 years of financial services experience. She started her career with American Express in Argentina in 1991 where she established the first Compliance office andco-ordinated their Legal function. Laura moved to New York in 1997 to assist with the development of the Global Anti-Money Laundering Program for American Express. In 2000, Laura broadened her Financial Services experience moving to Aviva as the Head of International Compliance responsible for allnon-UK offices across North America, Europe and Asia Pacific. Laura returned to American Express in 2004, focused on Global Consumer Financial Services and European Emerging Markets, and then as the Global Head of International Regulatory Compliance. Laura obtained a Law degree from the University of Buenos Aires and a postgraduate Masters in Law (LLM) from the London School of Economics and Political Science, with specialisation in Banking Law and Financial Services Regulation. Laura is fluent in Spanish and Italian and has been involved in many networking initiatives for Women, both at American Express and now at Barclays.

 

322  |


Shareholder information

Your Barclays shareholding

Key dates

2 April 2015

Final dividend payment date

23 April 2015

Annual General Meeting

22 June 2015a

First interim dividend payment date

14 September 2015a

Second interim dividend payment date

4 December 2015a

Third interim dividend payment date

Annual General Meeting (AGM)

This year’s AGM will be held at the Royal Festival Hall, Southbank Centre, Belvedere Road, London SE1 8XX on Thursday, 23 April 2015 at 11.00am.

The Chairman and Chief Executive will update shareholders on our performance in 2014 and our goals for 2015. Shareholders will also have the opportunity to ask the Board questions at the meeting.

LOGO

LOGO  You can find out more at barclays.com/agm

Barclays at 325: a curated exhibition

In 2015 Barclays will be 325 years old. This longevity is an extraordinary achievement, especially against the backdrop of multiple financial crises, international conflicts, and the agricultural, industrial and now technological revolution.

Two years into one of the most intensive periods of transformation in Barclays’ history, we have an opportunity to reflect on just how far we’ve come. Not just since 2012, but since 1690.

To help us do this, Professor Leslie Hannah, co-author ofBarclays: The Business of Banking 1690 – 1996, has curated a special 325th anniversary exhibition to be displayed at this year’s AGM.

From pioneering international trade finance and large-scale branch banking, to the world’s first cash machine and mobile cheque deposit technology, the exhibition will track Barclays’ evolution over 325 years.

Dividends

We target a 40% to 50% payout ratio over time. We expect to target a 40% payout ratio in the short term as we focus on capital accretion.

How do Barclays shareholders receive their dividends?

As at 31 December 2014, Barclays shareholders received their dividends in the following ways:

LOGO 50%  Bank account
 29%  Cheque
 21%  New shares

You can choose how you would like to receive your Barclays dividends – save time and receive your dividends faster

You can have your dividends paid directly into your bank or building society account. It is easy to set up and your money will be in your bank account on the dividend payment date. If you hold 2,500 shares or less, you can provide your bank or building society details quickly and easily over the telephone using the Equiniti contact details overleaf. If you hold more than 2,500 shares, please write to Equiniti.

LOGO   To find out more, contact Equiniti or visit barclays.com/dividends

Unclaimed dividends

We are aware that some shareholders do not keep their personal details on the share register up to date. Therefore, during 2014, we conducted a tracing process to reunite over 14,000 shareholders who lost contact with us, with their unclaimed dividends. At the end of 2014, we had returned over £2m of unclaimed dividends to our shareholders.

Action for shareholders

Keep your personal details up to date

Please remember to tell Equiniti if:

¡You move house
¡You need to update your bank or building society details

If you are a Shareview member, you can update your bank or building society account or address details online. If you hold 2,500 shares or less, you can update details quickly and easily over the telephone using the Equiniti contact details overleaf. If you hold more than 2,500 shares you will need to write to Equiniti. You must provide a copy of your share certificate, Sharestore statement or most recent dividend tax voucher. If these are not available, you will need to provide a copy of a utility bill or bank statement dated in the last three months.

Duplicate documents

If you receive duplicate documents and split dividends on your Barclays shares, this may be because you have more than one account on the Barclays share register.

LOGOIf you think that this affects you and you would like to combine your shareholdings, please contact Equiniti.

Note

a  Please note that these dates are provisional and subject to change.

 |  323
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    289


Shareholder information

Useful contact details

Shareview

You do not have to receive paper shareholder information.

Many Barclays shareholders go online to manage their shareholding and find out about Barclays’ performance. Shareview members receive the latest updates from Barclays directly by email.

LOGO

Shareholder Security

Shareholders should be wary of any unsolicited investment advice and offers to buy shares at a discounted price. These fraudsters use persuasive and high-pressure tactics to lure shareholders into scams. The Financial Conduct Authority (FCA) has found that victims of share fraud are often seasoned investors, with victims losing an average of £20,000, resulting in total losses annually of around £200m. Please keep in mind that firms authorised by the FCA are unlikely to contact you out of the blue with an offer to buy or sell shares. You should think about getting independent financial or professional advice before you hand over any money.

LOGO   Report a scam. If you suspect you have been approached by fraudsters please tell the FCA using the share fraud reporting form at fca.org.uk/scams. You can also call the FCA Helpline on 0800 111 6768 or through Action Fraud on 0300 123 2040.

ShareGift your shares

Shareholders with small holdings of shares, whose value makes them uneconomic to sell, may wish to donate them to ShareGift, the share donation charity (registered charity number 1052686).

LOGO   Further information about ShareGift and the charities it has supported may be obtained from their website, sharegift.org

Equiniti

LOGO   The Barclays share register is maintained by Equiniti. If you have any questions about your Barclays shares, please contact Equiniti: shareview.co.uk

Equiniti

LOGO

0871 384 2055a (in the UK)

+44 121 415 7004 (from overseas)

0871 384 2255a (for the hearing impaired in the UK)

+44 121 415 7028 (for the hearing impaired from overseas)

    
 
LOGO

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Shareholder Relations

LOGO  To give us your feedback or if you have any questions, please
contact: privateshareholderrelations@barclays.com

Shareholder Relations

LOGO

Barclays PLC

1 Churchill Place

London

E14 5HP

American Depositary Receipts (ADRs)

LOGOIf you have any questions about ADRs, please contact J.P. Morgan: jpmorgan.adr@wellsfargo.com or visit adr.com

J.P. Morgan Shareholder Services

LOGO

+1 800 990 1135 (toll free in US and Canada)

+1 651 453 2128 (outside the US and Canada)

+1 651 453 2133 (for the hearing impaired)

LOGO

JPMorgan Chase Bank N.A.

PO Box 64504

St Paul

MN 55165-0854

USA

Share price

LOGO  Information on the Barclays share price and other share price tools are available at: barclays.com/investorrelations

Alternative formats

Shareholder documents can be provided in large print, audio CD or braille free of charge by calling Equiniti.

0871 384 2055a (in the UK)

+44 121 415 7004 (from overseas)

Audio versions of the Strategic Report will also be available at the AGM.

Note

a  Calls cost 8p per minute plus network extras. Lines open 8.30am to 5.30pm Monday to Friday, excluding public holidays.

324  |


Additional information

Summary of Certain Share and Cash Plans and Long-Term Incentive Plans

    

 

Summary of Barclays Group share and cash plans and long-term incentive plans

Barclays operates a number of share and cash plans and long-term incentive plans. The principal plans used for awards made in or, in respect of, the 2014 performance year are shown in the table below. Awards are granted either by the plan trustee or by the Board Remuneration Committee, and are subject to the applicable plan rules. Barclays has a number of employee benefit trusts which operate with these plans. In some cases the trustee purchases shares in the market to satisfy awards; in others, new issue or treasury shares may be used to satisfy awards where the appropriate shareholder approval has been obtained.

Summary of principal share and cash plans and long-term incentive plans

Name of plan

Eligible

employees

Executive
Directors
eligible

Delivery

Design details

Share Value Plan (SVP)

All employees (including executive

Directors)

YesDeferred share bonus typically released in annual instalments over a three year period, dependent on future service and subject to malus provisions

Plan typically used for mandatory deferral of a proportion of bonus into Barclays shares where bonus is above a threshold (set annually by the Committee)

This plan typically works in tandem with the CVP

Deferred share bonus vests over three years in equal annual instalments dependent on future service

Vesting is subject to malus, and suspension provisions and the other provisions of the rules of the plan

Dividend equivalents may be released based on the number of shares under award that are released

On cessation of employment, eligible leavers normally remain eligible for release (on the scheduled release dates) subject to the Committee and/or trustee discretion. For other leavers, awards will normally lapse

On change of control, awards may vest at the Committee’s and/or trustee’s discretion

For SVP awards made in 2015 to material Risk Takers (“MRTs”), a holding period of 6 months will apply to shares (after tax) on release

Cash Value Plan (CVP)All employees (excluding executive Directors)NoDeferred cash bonus paid in annual instalments over a three year period, dependent on future service and subject to malus provisions

Plan typically used for mandatory deferral of a proportion of bonus where bonus is above a threshold (set annually by the Committee)

This plan typically works in tandem with the SVP

Deferred cash bonus vests over three years in equal annual instalments dependent on future service

Vesting is subject to malus, suspension provisions and the other provisions of the rules of the plan

Participants may be awarded a service credit of 10% of the initial value of the award at the same time as the final instalment is paid (provided they are in active employment)

Change of control and leaver provisions are as for SVP

Barclays LTIP

Selected employees (including

executive Directors)

YesAwards over Barclays shares or over other capital instruments, subject to risk-adjusted performance conditions and malus provisions

Awarded on a discretionary basis with participation reviewed by the Committee

Awards only vest if the risk-adjusted performance conditions are satisfied over a three year period

Vesting is subject to malus, suspension provisions and the other provisions of the rules of the plan

For awards made for the 2013-2015 performance period, 50% of any Barclays shares released (after payment of tax) will be subject to an additional two year holding period

For awards made for the 2014-2016 performance period onwards, any Barclays shares released (after payment of tax) will be subject to an additional two year holding period

|  325


 Additional information

Summary of Certain Share and Cash Plans and Long-Term Incentive Plans

On cessation of employment, eligible leavers normally remain eligible for release (on the scheduled release dates) pro-rated for time and performance. For other leavers, awards will normally lapse

On change of control, awards may vest at the Committee’s discretion

Business Unit Long-Term

Incentive Plans

Selected senior employees (excluding executive Directors) within each business unit

No

Design varies by business unit. Awards made after at least three years, with additional deferral after this period. Awards typically made 50% in cash and 50% in Barclays share awards

Participation on a discretionary basis

Risk-adjusted performance conditions vary by business unit to reflect applicable business strategy

Minimum plan duration is between three and five years (depending on plan)

Award is subject to malus provisions and provisions of the plan rules

Participation may cease if the participant leaves Barclays other than for eligible leaver reasons

No new invitations to participate under business unit long-term incentive plans are expected to be made in 2015

Sharesave

All employees in the UK and Ireland

Yes

Options over Barclays shares at a discount of 20%, with shares or cash value of savings delivered after three to five years

HMRC approved in the UK and approved by the Revenue Commissioners in Ireland

Opportunity to purchase Barclays shares at a discount price (currently a 20% discount) set on award date with savings made over three, five or seven year term

Maximum individual savings of £250 per month (315 in Ireland)

On cessation of employment, eligible leavers may exercise options and acquire shares to the extent of their savings for six months

On change of control, participants may exercise options and acquire shares to the extent of their savings for six months

Sharepurchase

All employees in the UKYesBarclays shares and dividend/matching shares held in trust for three to five years

HMRC approved plan

Participants may purchase up to £1,500 of Barclays shares each tax year

Barclays matches the first £600 of shares purchased by employees on a one for one basis for each tax year

Dividends received are awarded as additional shares

Purchased shares may be withdrawn at any time (though if removed prior to three years from award, the corresponding matching shares are forfeited)

On cessation of employment, participants must withdraw shares

Depending on reason for and timing of leaving, matching shares may be forfeited

On change of control, participants are able to instruct the Sharepurchase trustee how to act or vote on their behalf

Global SharepurchaseEmployees in certain non-UK jurisdictionsYesBarclays shares and dividend/matching shares held in trust for three to five years

Global Sharepurchase is an extension of the Sharepurchase plan offered in the UK

Operates in substantially the same way as Sharepurchase (see above)

326  |


 Additional information

 

Section 13(r) ofto the US Securities Exchange Act of 1934 (Iran sanctions and related disclosure)

Section 13(r) of the US Securities Exchange Act of 1934, as amended (the ‘Exchange Act’“Exchange Act”) requires each SEC reporting issuer to disclose in its annual and, if applicable, quarterly reports whether it or any of its affiliates have knowingly engaged in certain activities, transactions or dealings relating to Iran or with the Government of Iran or certain designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction during the period covered by the report. The required disclosurerequirement includes disclosure of activities not prohibited by US or other law even if conducted outside the US bynon-US companies or affiliates in compliance with local law. Pursuant to Section 13(r) of the Exchange Act we note the following in relation to activity occurring in 2014,2017, the period covered by this annual report, or in relation to activity we became aware of in 20142017 relating to disclosable activity prior to the reporting period. Barclays earned totalattributed revenue of less than £40,000£18,500 in 2014 from2017 in relation to the activities disclosed below.

Legacy guarantees

Between 1993 and 2006, Barclays entered into several guarantees for the benefit of Iranian banks between 1993 and 2006 in connection with the supply of goods and services by Barclays’ customers to Iranian buyers. These were counter guarantees issued to the Iranian banks to support guarantees issued by these banks to the Iranian buyers. The Iranian banks and a number of the Iranian buyers have since beenwere subsequently designated as Specially Designated Nationals (SDNs)(“SDNs”) by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC)(“OFAC”). In addition, between 1993 and 2005, Barclays entered into similar guarantees between 1993 and 2005 for the benefit of a Syrian bank that is nowwas subsequently designated an SDN. Some of the underlying buyers related to the Syrian guarantees have also been designated as SDNs.

The guarantees have beenwere issued either issued on an “extend or pay” basis, which means that, although the guarantee is of limited duration on its face, until there is full performance under the contract to provide goods and services, the terms of the guarantee require Barclays to either maintain the guarantee or pay the beneficiary bank the full amount of the guarantee or on the basis that Barclays obligations can only be discharged with the consent of the beneficiary counter party. on:

(i)an “extend or pay” basis which means that, although the guarantee is of limited duration on its face, until there is full performance under the contract to provide goods and services, the terms of the guarantee require Barclays to either maintain the guarantee or pay the beneficiary bank the full amount of the guarantee; or
(ii)the basis that Barclays’ obligations can only be discharged with the consent of the beneficiary counter party.

Barclays is not able to exit its obligations under the guarantees unilaterally, and thus maintains a limited legacy portfolio of these guarantees. The guarantees were entered into in compliance with applicable laws and regulations at the time at which they were entered into. Revenue

Since the implementation of the Joint Comprehensive Plan of Action (“JCPOA”) on 16 January 2016, Barclays has terminated a number of these Iran-related legacy guarantees and intends to terminate the remainder where agreement can be reached with the counterparty, in the amount of less than £10,000 was received in the year ended 31 December 2014. Anyaccordance with applicable laws and regulations. All payments made underin connection with termination of the guarantees arehave been made in compliance with applicable laws and regulations.

Barclays intendsattributed revenue of less than £16,000 in 2017 in relation to terminate each of these legacy guarantees if the applicable law changes so as to allow it.this activity.

Lease payments

Barclays is party to a long-term lease, entered into in 1979, with the National Iranian Oil Company (NIOC)(“NIOC”), pursuant to which Barclays rents part of NIOC House in London to house a Barclays bank branch. NIOC is the custodian trustee for the NIOC Pension Fund.

The lease is for 60 years, contains no early termination clause and has 22 years remaining. Barclays makes quarterly lease payments to Naft Trading and Technology Ltd, a wholly-owned subsidiary of the NIOC Pension Fund in respect of this lease. NIOC is wholly owned by the Iranian

Government and iswas an SDN.SDN until it was delisted by OFAC and the EU in January 2016 following implementation of sanctions relief under the JCPOA. In 2014,December 2012, NIOC Pension Fund was added to a sanctions list in the UK by HM Treasury (“HMT”). As a result of the listing, quarterly lease payment has beenpayments are made in compliance with applicable laws and regulations, and Barclays continues to accrue for ongoing rental payments. The lease is for 60-years, contains no early termination clause and has 24 years remaining. In 2014 an additional payment of less than £3,000 was made directly to a frozen account at Turkiye Is Bankasi in line with UK supplier approvedregulations. Sanctions on NIOC Pension Fund were lifted by HMT on 18 January 2017. Barclays attributed no revenue in respect of refurbishments and upkeep of the branch.2017 in relation to this activity.

Local Clearing SystemsSystem

Banks in the United Arab Emirates (UAE)(“UAE”), including certain of the Iranian banks that are or were SDNs, participate in the various banking payment and settlement systems used in the UAE (the UAE“UAE Clearing Systems)Systems”). Barclays, by virtue of its banking activities in the UAE, participates in the UAE Clearing Systems, and its participation in the UAE Clearing Systems is in compliance with applicable lawlaws and regulations. However, in order to help mitigate the risk of participating in transactions in which participant Iranian SDN banks may be involved, Barclays has implemented restrictions relating to its participation in the UAE Image Cheque Clearance System (ICCS) and the UAE Funds Transfer System Automated Teller Machine (ATM) / Cheque Deposit Machine (CDM) activity, as well as restricting activity via the Wages Protection Scheme (WPS). Barclays attributed no revenue in 2014 from the SDN banks2017 in relation to its participation in the UAE Clearing Systems.this activity.

NewPayments notified

Barclays maintains a relationship with HM Revenue & Customs (“HMRC”), a UK government agency, which received funds from an OFAC Designees

On 6 February 2014, a Barclays retail customer wasSDN designated under the Specially Designated Global Terrorist (SDGT)Terrorism (“SDGT”), Iran, and Iranian Financial Sanctions Regulations (“IFSR”) regimes in relation to the settlement of tax liabilities with the UK Government. The payments were received by Barclays and credited to the HMRC account. The payment activity was covered by licenses issued by OFAC and HM Treasury. Barclays attributed revenue under £180 in 2017 in relation to this activity.

In March 2016, a Barclays customer was designated under the SDGT regime by OFAC. The customer’s accounts were closed and the remaining balances were moved to a sundry account had been dormant since July 2011 due to the lack of any transaction activity. The account was blocked after the designationin accordance with applicable laws. However, one GBP credit card remained open in error, and the customer relationship was exited subject to a 30-day notice period. Barclays earned no revenuemade purchases on the card from the relationship in 2014.

Account closure payments

In 2014, Barclays closed personal accounts held by one customer who was removed from the HMT Sanctions List although he remained an SDN as determined by OFAC under the global terrorist regime. Barclays transferred the funds to an account with another UK bank, in compliance with applicable laws and regulations. No revenue was received from this customer in the year ended 31 December 2014.

In 2014, Barclays exited a relationship with a retail customer who was identified as receiving pension payments from their previous employer, the Ministry of Agriculture in Iran, a Government of Iran related entity. Barclays earned no revenue from receiptOctober 2016 through January 2017. A review of the pension payments.

|  327


 Additional information

Payments notified

As disclosedtransactions was completed and no transactions were found to be in the 2013 20F report, Barclays blocked and reported to OFAC an inbound payment that it had received for the accountbreach of a Barclays commercial customer from a third party that was owned by NIOC. As a result of the investigation following the initial reporting, in 2014 Barclays identified a further inbound payment from 2013 relatingapplicable U.S. or other regulations. A block has now been applied to the same third party. A subsequent report was filed with both HMTcard to prevent any further spending and OFAC. Barclays earned no revenue in relation to the payment. Barclays has exited the relationship with the customer.

As disclosed in the 2013 20-F, on 24 May 2013, a Barclays’ customer and its director were designated by OFAC under the Non-Proliferation and Weapons of Mass Destruction (NPWMD) regime. The customer holds a commercial mortgage with Barclays. The terms and conditions of the commercial mortgage do not allow for an early exit and Barclays is legally required to maintain the loan until the maturity date or until the customer defaults on payments. Repayments of the mortgagerepayments by the customer are being made in accordance with applicable laws and regulations. Revenues earned by Barclays in 2014 wereattributed revenue of less than £19,000.£2,200 in 2017 in relation to this activity.

In January 20142010, Barclays Spain received twofroze three customer accounts (denominated in USD, Euro paymentsand GBP) in which the customer was holding funds on behalf of its customer from a third party, which had ultimately originated from the Iran Mines and Mining Industries Development and Renovation Organisation, which is whollycompany that was an Iranian SDN, owned by the Government of IranIran. The Iranian company was removed from the SDN list in January 2016, and is an SDN.in October 2017 it requested that Barclays return the funds directly to it. The balances on the customer’s Euro and GBP account were repaid to the Iranian company in accordance with applicable laws and regulations. The customer’s USD account remains frozen. Barclays attributed revenue of less than £90 in 2017 in relation to this activity.

Barclays identified one Euro payment in 2017 that credited the account of a customer from a company believed to be controlled by the Government of Iran. The payment was made via a third party and the payment message contained no reference to Iran. Therefore, Barclays was not aware prior to the processing of the payment that the remittance was on behalf of a company controlled by the SDN.Government of Iran. The payment related to the sale

290    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

of medical goods. Barclays attributed no revenue in 2017 in relation to this activity.

Based on an investigation undertaken in 2017, Barclays identified one GBP payment made in 2015 that credited the account of a customer which Barclays learned had ultimately originated from a Ministry of the Government of Iran. The payment was made via a third party and the payment message contained no reference to Iran. Therefore, Barclays was not aware that the remittance was on behalf of a Ministry of the Government of Iran. The payment was subsequently disclosed to the local regulator, the Spanish Treasury. Revenues earned byUK Office of Financial Sanctions Implementation (“OFSI”). Barclays attributed no revenue in relation to this activity.

Based on an investigation undertaken in 2017, Barclays identified nine inbound and three outbound Euro payments made in 2013 and 2014 that passed through the account of a customer which Barclays now believes had ultimately originated from an OFAC SDN designated under the IFSR and theNon-Proliferation of Weapons of Mass Destruction (“NPWMD”) regimes. The SDN was delisted in January 2016. The payments were less than £7,000.

made via third parties and the payment messages contained no reference to the SDN. Therefore, Barclays issued an Import Letter of Credit forwas

not aware that the purchase and shipment of goodsremittances were on behalf of a customer for the benefit of an entity located in United Arab Emirates (UAE). Upon investigation by Barclays,SDN. The payments were subsequently disclosed to the vessel involved in the shipment was identified to be owned by a ship management company on the NPWMD list and that the goods were loaded at an Iranian Port. Barclays was unaware of the nationality of the vessellocal regulators, OFSI and the port involved when itNational Crime Agency. Upon identifying these payments that related to an SDN, Barclays issued the Letter of Credit. Consequently, the trade was declined and documents returneda notice to close to the third party bank.customer. Barclays earnedattributed revenue of less than £4,000£260 in relation to this activity.

Based on an investigation undertaken in 2017, Barclays identified one GBP payment made in 2016 that credited the account of a customer from their account at another UK Financial Institution. Barclays now believes that the issuancepayment related to legal advice the customer was providing to an OFAC SDN designated under the IFSR and NPWMD regimes, which is also a Ministry of the LetterGovernment of Iran. The payment message contained no reference to the SDN or Iran. Therefore, Barclays was not aware that the remittance was on behalf of the Credit.

SDN. Barclays served as agent bankalso identified two internal GBP transfers, one in a syndicated loan facility. A party that became a syndicated lender2016 and another in 20112017, between the customer’s client account and the customer’s office account. All payment activity was listed as an SDN on the NPWMD list in February 2014. As agent bank, after consultation with OFACcovered by licences issued by HM Treasury and was made in accordance with applicable laws and regulations. Barclays authorized a transfer certificateattributed revenue of less than £10 in connection with a transfer by the SDN lender2017 in relation to a new financial institution that had been initiated prior to the SDN’s designation. The SDN lender was removed from the NPWMD list in October 2014. Barclays earned no revenue from authorizing the transfer certificate.this activity.

 

 

328  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    291


Additional information

Summary of Barclays Group share and cash plans and long-term incentive plans

Barclays operates a number of share, cash and long-term incentive plans. The principal plans used for awards made in or, in respect of, the 2016 performance year are shown in the table below. Awards are granted by the Board Remuneration Committee, and are subject to the applicable plan rules. Barclays has a number of employee benefit trusts which operate with these plans. In some cases the trustee purchases shares in the market to satisfy awards; in others, new issue or treasury shares may be used to satisfy awards where the appropriate shareholder approval has been obtained. Maria Ramos, Chief Executive of Barclays Africa Group Limited, also participates in share and cash plans and long-term incentive plans of Barclays Africa Group Limited.

Summary of principal share and cash plans and long-term incentive plans

 Additional informationName of plan

 Additional financial disclosure

  

Eligible employees

 

All disclosures in this section (pages 329 to 339) are unaudited unless otherwise stated

Deposits and short-term borrowings

Deposits

Deposits include deposits from banks and customers account. The following table displays these balances on an average balance sheet basis.

Average for the year ended

31 Decembera

   

 

2014

£m

  

  

   

 

2013

£m

  

  

   

 

2012

£m

  

  

Deposits from banks      
UK   6,002     8,551     13,905  
Europe   41,101     52,505     54,510  
Americas   6,191     6,131     9,792  
Asia   6,524     6,950     9,188  
Africa   3,735     4,568     5,009  
Total deposits from banks   63,553     78,705     92,404  
Customer Accounts      
UK   274,468     262,685     239,616  
Europe   55,121     62,073     52,317  
Americas   65,433     58,815     49,198  
Asia   13,444     13,825     9,700  
Africa   43,101     47,712     47,847  
Customer Accounts   451,567     445,110     398,678  

Deposits from banks in offices in the United Kingdom received from non-residents amounted to £42,172m (2013: £34,411m). The balances below are on a spot basis as at 31 December 2014, rather than the average basis per the tables included above.

 

Year ended 31 December

  

 

 

 

 

 

2014

 

£m

 

  

 

  

  

 

 

 

 

 

2013

 

£m

 

  

 

  

  

 

 

 

 

 

2012

 

£m

 

  

 

  

Customer Accounts   427,704     431,999     390,828  
In offices in the United Kingdom:      
Current and Demand Accounts      
- interest free   68,647     61,343     56,806  
Current and Demand Accounts      
- interest bearing   34,047     29,451     27,140  
Savings accounts   114,828     107,865     86,579  
Other time deposits- retail   11,867     15,113     16,410  
Other time deposits- wholesale   60,814     60,457     60,986  

 

Total repayable in offices

in the United Kingdom

   290,203     274,229     247,921  

 

In offices outside

the United Kingdom:

      
Current and Demand Accounts      
- interest free   17,236     15,497     11,976  
Current and Demand Accounts      
- interest bearing   23,127     28,558     31,864  
Savings accounts   16,335     15,620     13,293  
Other time deposits   80,803     98,095     85,774  

 

Total repayable in offices

outside the United Kingdom

   137,501     157,770     142,907  

Customer accounts deposits in offices in the United Kingdom received from non-residents amounted to £56,613m (2013: £52,253m).

Short-term borrowings

Short-term borrowings include deposits from banks, commercial paper, negotiable certificates of deposit and repurchase agreements.

Deposits from banks

Deposits from banks are taken from a wide range of counterparties and generally have maturities of less than one year.

   

 

 

 

 

 

2014

 

£m

 

  

 

  

   

 

 

2013

 

£m

  

 

  

   

 

 

2012

 

£m

  

 

  

Year-end balance     58,390       55,615     77,345  
Average balancea, b   63,553     78,705     92,404  
Maximum balancea   72,810     95,808     101,530  
Average interest rate during year   0.3%     0.3%     0.4%  
Year-end interest rate   0.4%     0.4%     0.6%  

Commercial paper

Commercial paper is issued by the Group, mainly in the United States, generally in denominations of not less than $100,000, with maturities of up to 270 days.

   

 

 

 

 

 

2014

 

£m

 

  

 

  

   

 

 

2013

 

£m

  

 

  

   

 

 

2012

 

£m

  

 

  

Year-end balance   7,125     11,269       15,718  
Average balancea     11,797       15,169     19,175  
Maximum balancea   16,891     18,320     24,671  
Average interest rate during year   0.3%     0.2%     0.3%  
Year-end interest rate   0.2%     0.2%     0.3%  

Negotiable certificates of deposit

Negotiable certificates of deposits are issued mainly in Europe and the United States, generally in denominations of not less than $100,000.

   

 

 

 

 

 

2014

 

£m

 

  

 

  

   

 

 

2013

 

£m

  

 

  

   

 

 

2012

 

£m

  

 

  

Year-end balance     23,928       20,729       35,621  
Average balancea   23,947     28,644     38,827  
Maximum balancea   29,100     36,158     49,660  
Average interest rate during year   0.9%     1.0%     0.9%  
Year-end interest rate   0.9%     0.7%     0.7%  

Repurchase Agreements

Repurchase agreements are entered into with both customers and banks and generally have maturities of not more than three months.

   

 

 

 

 

 

2014

 

£m

 

  

 

  

   

 

 

2013

 

£m

  

 

  

   

 

 

2012

 

£m

  

 

  

Year-end balance   124,479     196,748     217,178  
Average balancea, c   191,181     246,562     271,388  
Maximum balancea   218,523     280,203     325,752  
Average interest rate during year   0.2%     0.3%     0.4%  
Year-end interest rate   0.2%     0.1%     0.2%  

Notes

a

 Calculated based on month-end balances.

b

 The average balance differs to the average balance sheet as the latter  excludes non-interest bearing settlement balances.

c

 The average balance differs to the average balance sheet as the latter is  stated on a gross basis prior to any offsetting of liabilities against assets.

  |  329

Executive Directors eligible

Delivery

Design details

Deferred Share

Value Plan (DSVP)


 Additional information

 Additional financial disclosure

Commitments and contractual obligations

Commercial commitments include guarantees, contingent liabilities and standby facilities.

Commercial commitments Amount of commitment expiration per period  

 

 
 

 

 

      Less than

one year

£m

  

  

  

 

 

 

 

Between

    one to three

years

£m

  

  

  

  

 

 

 

 

Between

    three to five

years

£m

  

  

  

  

 

 

 

      After five

years

£m

  

  

  

 

 

 

 

Total 

amounts 

    committed 

£m 

  

  

  

  

 

 
As at 31 December 2014          
Guarantees and letters of credit pledged as collateral security   14,275      205      23      44      14,547    
Performance guarantees, acceptances and endorsements   5,414      260      61      1,042      6,777    
Documentary credits and other short-term trade related transactions   976      115                1,091    
Forward starting reverse repurchase agreements   13,856                     13,856    
Standby facilities, credit lines and other commitments   269,796      4,515      1,847      157      276,315    

 

 

 

As at 31 December 2013

          
Guarantees and letters of credit pledged as collateral security   14,297      637      100      192      15,226    
Performance guarantees, acceptances and endorsements   5,158      400      38      362      5,958    
Documentary credits and other short-term trade related transactions   692      88                780    
Forward starting reverse repurchase agreements   19,936                     19,936    
Standby facilities, credit lines and other commitments   250,404      2,368      1,405      678      254,855    

 

 

 

Contractual obligations include debt securities, operating lease and purchase obligations.

  

    
        
Contractual obligations   Payments due by period  

 

 
 
 

 

Less than
one year

£m

  
  

  

 
 

 
 

Between
one to

three years
£m

  
  

  
  

 
 

 

 

Between
three to

five years

£m

  
  

  

  

 
 

 

After five
years

£m

  
  

  

 

 

Total 

£m 

  

  

 

 
As at 31 December 2014          
Long-term debta   46,724      20,820      15,690      32,735      115,969    
Operating lease obligations   444      687      566      2,036      3,733    
Purchase obligations   511      371      153      208      1,243    

 

 
Total   47,679      21,878      16,409      34,979      120,945    

 

 
As at 31 December 2013          
Long-term debta   49,873      21,716      14,558      33,930      120,077    
Operating lease obligations   601      738      606      2,666      4,611    
Purchase obligations   584      246      35      51      916    

 

 
Total   51,058      22,700      15,199      36,647      125,604    

 

 

Net cash flows from derivatives used to hedge long-term debt amount to £6.3bn (2013: £5bn).

Further information on the contractual maturity of the Group’s assets and liabilities on page 173.

Notes

a

Long-term debt has been preparedAll employees

(excluding Directors)

NoDeferred share bonus typically released in annual instalments over a three, five or seven year period, dependent on future service and subject to reflectmalus provisions

–  Plan typically used for mandatory deferral of a proportion of bonus into Barclays shares where bonus is above a threshold (set annually by the Committee)

–  This plan typically works in tandem with the CVP

–  Deferred share bonus vests over three, five or seven years in equal annual instalments dependent on future service

–  Vesting is subject to malus, and suspension provisions and the other provisions of the rules of the plan

–  Dividend equivalents may be released based on the number of shares under award that are released

–  On cessation of employment, eligible leavers normally remain eligible for release (on the scheduled release dates) subject to the Committee and/or trustee discretion. For other leavers, awards will normally lapse

–  On change of control, awards may vest at the Committee’s and/or trustee’s discretion

–  For SVP awards made in respect of 2016 to Material Risk Takers (“MRTs”), a holding period of 6 months will apply to shares (after tax) on release

Share Value Plan (SVP)

All employees

(including executive

Directors)

YesDeferred share bonus typically released in annual instalments over a three, five or seven year period, dependent on future service and subject to malus provisions

–  The SVP is in all material respects the same as the DSVP described above. The principle differences are that executive Directors may only participate in the SVP and under the DSVP, if a MRT whose award is deferred over five or seven years resigns after the third anniversary of grant, they will be treated as an eligible leaver in respect of any unvested tranches of that award.

Cash Value Plan (CVP)All employees (excludingDirectors)NoDeferred cash flowsbonus paid in annual instalments over a three, five or seven year period, dependent on an undiscounted basis, which includes interest payments.future service and subject to malus provisions

–  Plan typically used for mandatory deferral of a proportion of bonus where bonus is above a threshold (set annually by the Committee)

–  This plan typically works in tandem with the DSVP

–  Deferred cash bonus vests over three years in equal annual instalments dependent on future service

–  Vesting is subject to malus, suspension provisions and the other provisions of the rules of the plan

–  Participants may be awarded a service credit of 10% of the initial value of the award on the third anniversary of a grant

–  Change of control and leaver provisions are as for SVP

 

330  |


 Additional information

 Additional financial disclosure

Securities292    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F

 

 
Securities at fair value   2014       2013      2012   

 

 
As at 31 December £m     £m    £m   

 

 
Investment securities – available for sale      
United Kingdom government   18,849       20,580       13,131    
Other government   41,700       37,258       33,039    
Other public bodies and US Agencies   6,034       8,890       4,027    
Mortgage and asset backed securities   1,230       1,918       4,601    
Bank and building society certificates of deposit   38       42       410    
Corporate and other issuers   17,688       22,610       19,463    

 

 
Debt securities   85,539       91,298       74,671    
Equity securities   527       458       438    

 

 
Investment securities – available for sale   86,066       91,756       75,109    

 

 
Other securities – held for trading      
United Kingdom government   7,450       10,361       11,144    
Other government   29,720       40,690       58,876    
Other public bodies and US Agencies   9,879       5,820       19,265    
Mortgage and asset backed securities   7,165       10,962       11,318    
Bank and building society certificates of deposit   240       182       4    
Corporate and other issuers   11,544       16,545       15,701    

 

 
Debt securities   65,998       84,560       116,308    
Equity securities   44,576       42,659       24,519    

 

 
Other securities – held for trading   110,574       127,219       140,827    

 

 

Investment debt securities include government securities held as part of the Group’s treasury management portfolio for asset and liability, liquidity and regulatory purposes and are for use on a continuing basis in the activities of the Group. In addition, the Group holds as investments listed and unlisted corporate securities. Bank and building society certificates of deposit are freely negotiable and have original maturities of up to five years, but are typically held for shorter periods.

Maturities and yield of available for sale debt securities

  

As at 31 December 2014

  

 
 
Maturing with
one year
  
  
 
 
 
Maturing one
but within five
years
  
  
  
 
 
 
Maturing after
five but within
ten years
  
  
  
 
 
Maturing after
ten years
  
  
             Total  
 Amount   Yield    Amount   Yield    Amount   Yield    Amount   Yield      Amount       Yield   
  £m      £m      £m      £m      £m     
Government  2,128     2.6%     24,142     1.4%     19,013     1.8%     15,266     2.3%     60,549     1.8%   
Other public bodies and US Agencies  862     0.8%     2,569     1.3%     2,279     2.2%     324     2.2%     6,034     1.6%   
Other issuers  5,084     2.0%     10,777     2.5%     2,286     2.2%     809     1.4%     18,956     2.3%   
           
Total book value  8,074     2.0%     37,488     1.7%     23,578     1.9%     16,399     2.2%     85,539     1.9%   

The yield for each range of maturities is calculated by dividing the annualised interest income prevailing at 31 December 2014 by the fair value of securities held at that date.

The annualised interest is now calculated by applying the coupon rate to the notional for all securities held at year end, previously the interest income earned in the year was applied as a proxy.

 |  331


 Additional information

 Additional financial disclosure

Average balance sheet

Average balances are based upon monthly averages.

 

 
Assets 2014  

 

 
 

 

Average 

balance 

  

  

 
 
 
 
 
Interest
    presented
within net
interest
income
  
  
  
  
  
 
 
 
Interest
presented
    elsewhere
  
  
  
 Total interest   Rate   

 

 
 £m    £m   £m   £m     

 

 
Loans and advances to banks  UK   48,162       377           377     0.8    
Loans and advances to banks  Non-UK           47,375       262           262      0.6    

 

 
Loans and advances to banksa  Total   95,537       639           639      0.7    

 

 
Loans and advances to customers  UK   272,463       8,779      74      8,853      3.2    
Loans and advances to customers  Non-UK   137,122       5,898     184      6,082      4.4    

 

 
Loans and advances to customersa  Total   409,585       14,677      258      14,935      3.6    

 

 
Available for sale investments  UK   74,868       1,323           1,323      1.8    
Available for sale investments  Non-UK   11,130       292           292      2.6    

 

 
Available for sale investments  Total   85,998       1,615           1,615      1.9    

 

 
Reverse repurchase agreements  UK   155,170       31      589      620      0.4    
Reverse repurchase agreements  Non-UK   127,670       55      287      342      0.3    

 

 
Reverse repurchase agreementsb  Total   282,840       86      876      962      0.3    

 

 
Other interest incomec     -       346           346      -    

 

 
Total interest earning assets not at fair value through P&L     873,960       17,363      1,134      18,497      2.1    

 

 
Less interest expense     -       (5,283)     (980)     (6,263)     -    

 

 
Net interest     873,960       12,080      154     12,234                  1.4    

 

 
Interest earning assets at fair value through P&L  UK   57,070            
Interest earning assets at fair value through P&L  Non-UK   56,477            

 

         
Interest earning assets at fair value through P&L  Total   113,547            

 

         
Total interest earning assets     987,507            

 

         
Impairments     (6,770)           
Non-interest earning assets     515,020            

 

         
Total       1,495,757            

 

         
Percentage of total average interest earning assets in offices outside the UK     38%            

 

         

Notes

a

 Loans and advances to banks and customers include all doubtful lendings, including non-accrual lendings. Interest receivable on such lendings has been included to the extent to  which either cash payments have been received or interest has been accrued in accordance with the income recognition policy of the Group.

b

 Average balances for reverse repurchase agreements and cash collateral on securities borrowed have been stated on a gross basis prior to any offsetting to provide a more meaningful  comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the  recognised amounts and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.

c

 Other interest income principally includes interest income relating to hedging activity.

332  |


 Additional information

 Additional financial disclosure

 

 
Assets 2013  

 

 
 

 

Average 

balance 

  

  

 
 
 
 
Interest
presented
within net
interest income
  
  
  
  
 
 
 
Interest
presented
elsewhere
  
  
  
 Total interest   Rate   

 

 
 £m    £m   £m   £m     

 

 
Loans and advances to banks  UK   51,185      383      35      418      0.8    
Loans and advances to banks  Non-UK   61,204      304           305      0.5    

 

 
Loans and advances to banksa  Total   112,389      687      36      723      0.6    

 

 
Loans and advances to customers  UK   271,111      9,098      148      9,246      3.4    
Loans and advances to customers  Non-UK   142,494      6,515      254      6,769      4.8    

 

 
Loans and advances to customersa  Total   413,605      15,613      402      16,015      3.9    

 

 
Available for sale investments  UK   73,212      1,346           1,346      1.8    
Available for sale investments  Non-UK   14,802      458           458      3.1    

 

 
Available for sale investments  Total   88,014      1,804           1,804      2.0    

 

 
Reverse repurchase agreements  UK   193,303           715      723      0.4    
Reverse repurchase agreements  Non-UK   132,488      33      342      375      0.3    

 

 
Reverse repurchase agreementsb  Total   325,791      41      1,057      1,098      0.3    

 

 
Other interest incomec     -      170           170      -    

 

 
Total interest earning assets not at fair value through P&L     939,799      18,315            1,495      19,810      2.1    

 

 
Less interest expense     -      (6,715)     (1,194)     (7,909)     -    

 

 
Net interest     939,799      11,600      301      11,901                  1.3    

 

 
Interest earning assets at fair value through P&L  UK   65,534           
Interest earning assets at fair value through P&L  Non-UK   75,763           

 

        
Interest earning assets at fair value through P&L  Total   141,297           

 

        
Total interest earning assets     1,081,096           

 

        
Impairments     (8,009)          
Non-interest earning assets     575,219           

 

        
Total     1,648,306           

 

        
Percentage of total average interest earning assets in offices outside the UK     39%           

 

        

Notes

a

 Loans and advances to banks and customers include all doubtful lendings, including non-accrual lendings. Interest receivable on such lendings has been included to the extent to  which either  cash payments have been received or interest has been accrued in accordance with the income recognition policy of the Group.

b

 Average balances for reverse repurchase agreements and cash collateral on securities borrowed have been stated on a gross basis prior to any offsetting to provide a more meaningful  comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the  recognised  amounts and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.

c

 Other interest income principally includes interest income relating to hedging activity.

|  333


Additional information

Additional financial disclosure

 

 
Assets 2012  

 

 
 

 

Average 

balance 

  

  

 
 
 
 
Interest
presented
within net
interest income
  
  
  
  
 
 
 
Interest
presented
      elsewhere
  
  
  
 Total interest   Rate   

 

 
 £m    £m   £m   £m     

 

 
Loans and advances to banks  UK   41,204       238      58      296      0.7    
Loans and advances to banks  Non-UK   112,333       391           391      0.3    

 

 
Loans and advances to banksa  Total   153,537       629      58      687      0.4    

 

 
Loans and advances to customers  UK   274,381       9,185      176      9,361      3.4    
Loans and advances to customers  Non-UK   143,325       7,263      50      7,313      5.1    

 

 
Loans and advances to customersa  Total   417,706       16,448      226      16,674      4.0    

 

 
Available for sale investments  UK   50,759       1,171           1,171      2.3    
Available for sale investments  Non-UK   17,900       565           565      3.2    

 

 
Available for sale investments  Total   68,659       1,736           1,736      2.5    

 

 
Reverse repurchase agreements  UK   196,046       22      918      940      0.5    
Reverse repurchase agreements  Non-UK   118,378            349      349      0.3    

 

 
Reverse repurchase agreementsb  Total   314,424       22      1,267      1,289      0.4    

 

 
Other interest incomec     -       377           377      -    

 

 
Total interest earning assets not at fair value through P&L     954,326       19,212            1,551      20,763      2.2    

 

 
Less interest expense     -       (7,558)     (1,581)     (9,139)     -    

 

 
Net interest     954,326       11,654      (30)     11,624                  1.2    

 

 
Interest earning assets at fair value through P&L  UK   70,489            
Interest earning assets at fair value through P&L  Non-UK   99,355            

 

         
Interest earning assets at fair value through P&L  Total   169,844            

 

         
Total interest earning assets     1,124,170            

 

  ��      
Impairments     (9,151)           
Non-interest earning assets     643,736            

 

         
Total     1,758,755            

 

         
Percentage of total average interest earning assets in offices outside the UK     44%           

 

         

Notes

a

 Loans and advances to banks and customers include all doubtful lendings, including non-accrual lendings. Interest receivable on such lendings has been included to the extent to  which either cash payments have been received or interest has been accrued in accordance with the income recognition policy of the  Group.

b

 Average balances for reverse repurchase agreements and cash collateral on securities borrowed have been stated on a gross basis prior to any offsetting to provide a more meaningful  comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the  recognised amounts and there is an intention to settle on a net basis or to realise an asset and liability  simultaneously.

c

 Other interest income principally includes interest income relating to hedging activity.

334  |


Additional information

Additional financial disclosure

 

 
Liabilities 2014  

 

 
 

 

Average 

balance 

  

  

 
 
 
 
 
Interest
presented
within net
interest
income
  
  
  
  
  
 
 
 
Interest
presented
      elsewhere
  
  
  
 Total interest   Rate   

 

 
 £m    £m   £m   £m     

 

 
Deposits by banks  UK   41,931       89          89      0.2    
Deposits by banks  Non-UK       15,388       110           112      0.7    

 

 
Deposits by banks  Total   57,319       199          310      0.4    

 

 
Customer accounts  UK   231,792       744           750      0.3    
Customer accounts  Non-UK   92,337       729      230      959      1.0    

 

 
Customer accounts  Total   324,129       1,473      236      1,709      0.5    

 

 
Debt securities in issue  UK   51,218       1,315      82      1,397      2.7    
Debt securities in issue  Non-UK   38,515       607      54      661      1.7    

 

 
Debt securities in issue  Total   89,733       1,922      136      2,058      2.3    

 

 
Subordinated liabilities  UK   19,575       1,541           1,541      7.9    
Subordinated liabilities  Non-UK   1,151       81           81      7.0    

 

 
Subordinated liabilities  Total   20,726       1,622           1,622      7.8    

 

 
Repurchase agreements  UK   166,224       64      376      440      0.3    
Repurchase agreements  Non-UK   126,347            230      239      0.2    

 

 
Repurchase agreementsa  Total   292,571       73      606      679      0.2    

 

 
Other interest expenseb     -       (6)        (6)      -    

 

 
Total interest bearing liabilities not at fair value through P&L     784,478       5,283      980      6,263                  0.8    

 

 
Interest bearing liabilities at fair value through P&L  UK   37,722            
Interest bearing liabilities at fair value through P&L  Non-UK   28,755            

 

         
Interest bearing liabilities at fair value through P&L  Total   66,477            

 

         
Total interest bearing liabilities     850,955            

 

         
Interest free customer deposits  UK   65,294            
Interest free customer deposits  Non-UK   15,033            

 

         
Interest free customer deposits  Total   80,327            

 

         
Other non-interest bearing liabilities     498,675            
Shareholders’ equity     65,800            

 

         
Total     1,495,757             

 

         
Percentage of total average interest bearing liabilities in offices outside the UK     36%           

 

         

Notes

a

 Average balances for repurchase agreements and cash collateral on securities lent have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison  to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts  and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.

b

 Other interest expense principally includes interest expense relating to hedging activity.

|  335


Additional information

    Additional financial disclosure

    

 

 
Liabilities 2013  

 

 
 

 

Average 

balance 

  

  

 
 
 
 
Interest
presented
within net
interest income
  
  
  
  
 
 
 
Interest
presented
      elsewhere
  
  
  
 Total interest   Rate   

 

 
 £m    £m   £m   £m     

 

 
Deposits by banks  UK   52,518       78      52      130      0.2    
Deposits by banks  Non-UK   17,308       123           124      0.7    

 

 
Deposits by banks  Total   69,826       201      53      254      0.4    

 

 
Customer accounts  UK   228,046       1,285      74      1,359      0.6    
Customer accounts  Non-UK   94,640       1,371      198      1,569      1.7    

 

 
Customer accounts  Total   322,686       2,656      272      2,928      0.9    

 

 
Debt securities in issue  UK   62,019       1,523      39      1,562      2.5    
Debt securities in issue  Non-UK   42,114       653      47      700      1.7    

 

 
Debt securities in issue  Total   104,133       2,176      86      2,262      2.2    

 

 
Subordinated liabilities  UK   21,764       1,462           1,462      6.7    
Subordinated liabilities  Non-UK   1,406       110           110      7.8    

 

 
Subordinated liabilities  Total   23,170       1,572           1,572      6.8    

 

 
Repurchase agreements  UK   205,170       59      428      487      0.2    
Repurchase agreements  Non-UK   149,651       68      355      423      0.3    

 

 
Repurchase agreementsa  Total   354,821       127      783      910                  0.3    

 

 
Other interest expenseb     -       (17)          (17)     -    

 

 
Total interest bearing liabilities not at fair value through P&L     874,636       6,715      1,194      7,909      0.9    

 

 
Interest bearing liabilities at fair value through P&L  UK   51,498            
Interest bearing liabilities at fair value through P&L  Non-UK   30,333            

 

         
Interest bearing liabilities at fair value through P&L  Total   81,831            

 

         
Total interest bearing liabilities     956,467            

 

         
Interest free customer deposits  UK   58,438            
Interest free customer deposits  Non-UK   13,784            

 

         
Interest free customer deposits  Total   72,222            

 

         
Other non-interest bearing liabilities     558,116            
Shareholders’ equity     61,501            

 

         
Total     1,648,306            

 

         
Percentage of total average interest bearing liabilities in offices outside the UK     35%           

 

         

Notes

a

 Average balances for repurchase agreements and cash collateral on securities lent have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison  to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts  and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.

b

 Other interest expense principally includes interest expense relating to hedging activity.

336  |


 Additional information

 Additional financial disclosure

 

 
Liabilities 2012  

 

 
 

 

Average 

balance 

  

  

 
 
 
 
Interest
presented
within net
interest income
  
  
  
  
 
 
 
Interest
presented
      elsewhere
  
  
  
 Total interest   Rate   

 

 
 £m    £m   £m   £m     

 

 
Deposits by banks  UK   62,810       97      120      217      0.3    
Deposits by banks  Non-UK   19,274       160           160      0.8    

 

 
Deposits by banks  Total   82,084       257      120      377      0.5    

 

 
Customer accounts  UK   208,494       1,069      124      1,193      0.6    
Customer accounts  Non-UK   88,623       1,416           1,416      1.6    

 

 
Customer accounts  Total   297,117       2,485      124      2,609      0.9    

 

 
Debt securities in issue  UK   76,429       1,821           1,821      2.4    
Debt securities in issue  Non-UK   52,878       1,100           1,100      2.1    

 

 
Debt securities in issue  Total   129,307       2,921           2,921      2.3    

 

 
Subordinated liabilities  UK   21,923       1,508           1,508      6.9    
Subordinated liabilities  Non-UK   1,345       124           124      9.2    

 

 
Subordinated liabilities  Total   23,268       1,632           1,632      7.0    

 

 
Repurchase agreements  UK   206,648            771      771      0.4    
Repurchase agreements  Non-UK   167,133            566      568      0.3    

 

 
Repurchase agreementsa  Total   373,781            1,337      1,339      0.4    

 

 
Other interest expenseb     -       261           261      -    

 

 
Total interest bearing liabilities not at fair value through P&L     905,557       7,558      1,581      9,139                  1.0    

 

 
Interest bearing liabilities at fair value through P&L  UK   56,381            
Interest bearing liabilities at fair value through P&L  Non-UK   33,059            

 

         
Interest bearing liabilities at fair value through P&L  Total   89,440            

 

         
Total interest bearing liabilities     994,997            

 

         
Interest free customer deposits  UK   52,713            
Interest free customer deposits  Non-UK   10,847            

 

         
Interest free customer deposits  Total   63,560            

 

         
Other non-interest bearing liabilities     638,581            
Shareholders’ equity     61,617            

 

         
Total     1,758,755            

 

         
Percentage of total average interest bearing liabilities in offices outside the UK     36%           

 

         

Notes

a

 Average balances for repurchase agreements and cash collateral on securities lent have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison  to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts  and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.

b

 Other interest expense principally includes interest expense relating to hedging activity.

|  337


 Additional information

 Additional financial disclosure

Changes in total interest – volume and rate analysis

The following tables allocate changes in interest between changes in volume and changes in interest rates for the last two years. Volume and rate variances have been calculated on the movement in the average balances and the change in the interest rates on average interest earning assets and average interest bearing liabilities. Where variances have arisen from changes in both volumes and interest rates, these have been allocated proportionately between the two.

 

 
Interest income 

 

2014/2013 Change due to

increase/(decrease) in:

  

  

 

 

2013/12 Change due to

increase/(decrease) in:

  

  

 

 
 Total change   Volume   Rate   Total change   Volume   Rate   

 

 
 £m   £m   £m   £m   £m   £m   

 

 
Loans and advances to banks  UK   (41)     (24)     (17)     122      78      44    
Loans and advances to banks  Non-UK       (43)     (74)     31      (86)     (217)     131    

 

 
Loans and advances to banks  Total   (84)     (98)     14      36      (139)     175    

 

 
Loans and advances to customers  UK   (393)     46      (439)     (115)     (112)     (3)   
Loans and advances to customers  Non-UK   (687)     (249)     (438)     (544)     (42)     (502)   

 

 
Loans and advances to customers  Total   (1,080)     (203)     (877)     (659)     (154)     (505)   

 

 
Available for sale investments  UK   (23)     30      (53)     175      446      (271)   
Available for sale investments  Non-UK   (166)     (103)     (63)     (107)     (96)     (11)   

 

 
Available for sale investments  Total   (189)     (73)     (116)     68      350      (282)   

 

 
Reverse repurchase agreements  UK   (103)     (150)     47      (217)     (13)     (204)   
Reverse repurchase agreements  Non-UK   (33)     (14)     (19)     26      41      (15)   

 

 
Reverse repurchase agreements  Total   (136)     (164)     28      (191)     28      (219)   

 

 
Other interest income     176           176      (207)          (207)   

 

 
Total interest receivable     (1,313)     (538)     (775)     (953)     (85)     (1,038)   

 

 

Changes in total interest – volume and rate analysis

 

            

 

 
Interest expense 

 

2014/2013 Change due to

increase/(decrease) in:

  

  

 

 

2013/2012 Change due to

increase/(decrease) in:

  

  

 

 
 Total change   Volume   Rate   Total change   Volume   Rate   

 

 
 £m   £m   £m   £m   £m   £m   

 

 
Deposits by banks  UK   (41)     (24)     (17)     (87)     (32)     (55)   
Deposits by banks  Non-UK   (12)     (14)          (36)     (15)     (21)   

 

 
Deposits by banks  Total   (53)     (38)     (15)     (123)     (47)     (76)   

 

 
Customer accounts  UK   (609)     22      (631)     166      115      51    
Customer accounts  Non-UK   (610)     (37)     (573)     153      99      54    

 

 
Customer accounts  Total   (1,219)     (15)     (1,204)     319      214      105    

 

 
Debt securities in issue  UK   (165)     (288)     123      (259)     (358)     99    
Debt securities in issue  Non-UK   (39)     (61)     22      (400)     (201)��    (199)   

 

 
Debt securities in issue  Total   (204)     (349)     145      (659)     (559)     (100)   

 

 
Subordinated liabilities  UK   79      (156)     235      (46)     (11)     (35)   
Subordinated liabilities  Non-UK   (29)     (19)     (10)     (14)          (20)   

 

 
Subordinated liabilities  Total   50      (175)     225      (60)     (5)     (55)   

 

 
Repurchase agreements  UK   (47)     (99)     52      (284)     (6)     (278)   
Repurchase agreements  Non-UK   (184)     (59)     (125)     (145)     (55)     (90)   

 

 
Repurchase agreements  Total   (231)     (158)     (73)     (429)     (61)     (368)   

 

 
Other interest expense     11           11      (278)          (278)   

 

 
Total interest payable     (1,646)     (735)     (911)     (1,230)     (458)     (772)   

 

 

338  |


Barclays’ approach to managing risks

Contents

    

 

 
Barclays LTIP

Selected employees

(including executive

Directors)

YesAwards over Barclays shares or over other capital instruments, subject to risk-adjusted performance conditions and malus provisions

–  Awarded on a discretionary basis with participation reviewed by the Committee

–  Awards only vest if the risk-adjusted performance conditions are satisfied over a three year period

–  Vesting is subject to malus, suspension provisions and the other provisions of the rules of the plan

–  Any Barclays shares released under the Barclays LTIP award (after payment of tax) will be subject to an additional holder period of no less than the minimum regulatory requirements (currently 6 months).

–  On cessation of employment, eligible leavers normally remain eligible for release (on the scheduled release dates)pro-rated for time and performance. For other leavers, awards will normally lapse

–  On change of control, awards may vest at the Committee’s discretion

Sharesave

All employees in the

UK and Ireland

YesOptions over Barclays shares at a discount of 20%, with shares or cash value of savings delivered after three to five years

–  HMRC tax advantaged plan in the UK and approved by the Revenue Commissioners in Ireland

–  Opportunity to purchase Barclays shares at a discount price (currently a 20% discount) set on award date with savings made over three, five or seven year term

–  Maximum individual savings of £250 per month (315 in Ireland)

–  On cessation of employment, eligible leavers may exercise options and acquire shares to the extent of their savings for six months

–  On change of control, participants may exercise options and acquire shares to the extent of their savings for six months

Sharepurchase

All employees in the

UK

YesBarclays shares and dividend/matching shares held in trust for three to five years

–  HMRC tax advantaged plan

–  Participants may purchase up to £1,800 of Barclays shares each tax year

–  Barclays matches the first £600 of shares purchased by employees on a one for one basis for each tax year

–  Dividends received are awarded as additional shares

–  Purchased shares may be withdrawn at any time (though if removed prior to three years from award, the corresponding matching shares are forfeited).

–  On cessation of employment, participants must withdraw shares

–  Depending on reason for and timing of leaving, matching shares may be forfeited

–  On change of control, participants are

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    293


Additional information

    able to instruct the Sharepurchase trustee how to act or vote on their behalf

Global Sharepurchase

Employees in

certain non-UK

jurisdictions

YesBarclays shares and dividend/matching shares held in trust for three to five years

–  Global Sharepurchase is an extension of the Sharepurchase plan offered in the UK

–  Operates in substantially the same way as Sharepurchase (see above)

294    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Related undertakings

The Group’s corporate structure consists of a number of related undertakings, comprising subsidiaries, joint ventures, associates and significant other interests. A full list of these undertakings, the country of incorporation and the ownership of each share class is set out below. The information is provided as at 31 December 2017.

The entities are grouped by the countries in which they are incorporated. The profits earned by the activities of these entities are in some cases taxed in countries other than the country of incorporation. Barclays’ 2017 Country Snapshot provides details of where the Group carries on its business, where its profits are subject to tax and the taxes it pays in each country it operates in.

Wholly owned subsidiaries

Unless otherwise stated the undertakings below are wholly owned and consolidated by Barclays and the share capital disclosed comprises ordinary and/or common shares, 100% of the nominal value of which is held by Group subsidiaries.

Notes

A

Directly held by Barclays PLC

B

Partnership Interest

C

Membership Interest

D

Trust Interest

E

Guarantor

F

Preference Shares

G

A Preference Shares

H

B Preference Shares

I

Ordinary/Common Shares in addition to other shares

J

A Ordinary Shares

K

B Ordinary Shares

L

C Ordinary Shares

M

F Ordinary Shares

N

O Ordinary Shares

O

W Ordinary Shares

P

Redeemable Ordinary Shares

Q

Core Shares and Insurance (Classified) Shares

R

B, C, D, E (94.36%), F (94.36%), G (94.36%), H (94.36%), I (94.36%), J (95.23%) and K Class Shares

S

A Unit Shares, B Unit Shares

T

Class A Residual Shares, Class B Residual Shares

U

A Voting Shares, BNon-Voting Shares

VClass A Ordinary Shares, Class A Preference Shares, Class B Ordinary Shares, Class C Ordinary Shares, Class C Preference Shares, Class D Ordinary Shares, Class D Preference Shares, Class E Ordinary Shares, Class E Preference Shares, Class F Ordinary Shares, Class F Preference Shares, Class H 2012 Ordinary Shares, Class H 2012 Preference Shares, Class H Ordinary Shares, Class H Preference Shares, Class I Preference Shares, Class J Preference Shares
WFirst Class Common Shares, Second Class Common Shares
XPEF Carry Shares
YEUR Tracker 1 Shares, GBP Tracker 1 Shares, USD Tracker 1 Shares, USD Tracker 2 Shares, USD Tracker 3 shares
ZNot Consolidated (refer to Note 37 Structured entities)
AAUSD Linked Ordinary Shares
BBRedeemable Class B Shares
CCA Ordinary, Y Ordinary, Z Ordinary
DDNominal Shares
EEA Ordinary, D Ordinary, ZI Ordinary
FFZ Ordinary
GGClass A1 Ordinary Shares, Class A2 Ordinary Shares
HHClass A Unit Shares
IIA Shares – Tranche I, Premium – Tranche I, C Shares – Tranche II, Premium – Tranche II
Wholly owned subsidiariesNote
United Kingdom
– 1 Churchill Place, London, E14 5HP  Page  
Aequor Investments Limited
Ardencroft Investments Limited
B D & B Investments Limited
B.P.B. (Holdings) Limited
Barafor Limited
Barclay Leasing Limited
Barclays (Security Realisation) Limited
Barclays Aegis TrustD
Barclays Africa Group Holdings LimitedJ, K
Barclays Aldersgate Investments Limited
Barclays Asset Management Limited
Barclays Bank PLCA, F, I
Barclays Bank UK PLC
Barclays Cantal Investments TrustD
Barclays Capital Asia Holdings Limited
Barclays Capital Finance Limited
Barclays Capital Japan Securities Holdings Limited
Barclays Capital Luxembourg S.à.r.l. TrustD
Barclays Capital Margin Financing Limited
Barclays Capital Nominees (No.2) Limited
Barclays Capital Nominees (No.3) Limited
Barclays Capital Nominees Limited
Barclays Capital Principal Investments Limited
Barclays Capital Securities Client Nominee Limited
Barclays Capital Securities LimitedF, I
Barclays CCP Funding LLPB
Barclays Converted Investments (No.2) Limited
Barclays Converted Investments Limited
Barclays Direct Investing Nominees Limited
Barclays Directors Limited
Barclays Equity Holdings Limited
Barclays Equity Index Investments Bare TrustD
Barclays Executive Schemes Trustees Limited
Barclays Financial Planning Nominee Company Limited
Barclays Funds Investments Limited
Barclays Global Shareplans Nominee Limited
Barclays Group Holdings Limited
Barclays Group Operations Limited
Barclays Industrial Development Limited
Wholly owned subsidiariesNote
Barclays Industrial Investments Limited
Barclays Insurance Services Company Limited
Barclays Investment Management Limited
Barclays Investment Solutions Limited
Barclays Lamorak TrustD
Barclays Leasing (No.9) Limited
Barclays Long Island Limited
Barclays Luxembourg USD Holdings TrustD
Barclays Marlist Limited
Barclays Mercantile Business Finance Limited
Barclays Mercantile Limited
Barclays Nominees (Branches) Limited
Barclays Nominees (George Yard) Limited
Barclays Nominees (K.W.S.) Limited
Barclays Nominees (Provincial) Limited
Barclays Pension Funds Trustees Limited
Barclays Private Bank
Barclays Private Banking Services Limited
Barclays SAMS Limited
Barclays Security Trustee LimitedA
Barclays Services LimitedA
Barclays Services (Japan) Limited
Barclays Shea Limited
Barclays Singapore Global Shareplans Nominee Limited
Barclays Stockbrokers Limited
Barclays Unquoted Investments Limited
Barclays Unquoted Property Investments Limited
Barclays USD Funding LLPB
Barclays Wealth Nominees Limited
Barclayshare Nominees Limited
Barcosec Limited
Barclays (Barley) LimitedI, J, K
Barometers Limited
Barsec Nominees Limited
BB Client Nominees Limited
BMBF (No.21) Limited
BMBF (No.24) Limited
BMBF (No.3) Limited
BMBF (No.6) Limited
BMBF (No.9) Limited
BMI (No.9) Limited
BNRI ENG 2013 Limited PartnershipB
Wholly owned subsidiariesNote 

BNRI ENG 2014 Limited Partnership

B 

Barclays’ approach to managing risksBNRI ENG GP LLP

B

BNRI England 2010 Limited Partnership

B

BNRI England 2011 Limited Partnership

B

BNRI England 2012 Limited Partnership

B

Carnegie Holdings Limited

I, J, K

Chapelcrest Investments Limited

  

¡Clydesdale Financial Services Limited

  

Risk management strategy, governance and risk cultureCobalt Investments Limited

Condor No.1 Limited Partnership

   340  B 

¡

Management of credit riskCP Flower Guaranteeco (UK) Limited

   352  E 

¡CP Propco 1 Limited

  

Management of counterparty credit risk and credit risk mitigation techniquesCP Propco 2 Limited

CP Topco Limited

   363  J, K 

¡

Management of market riskCPIA England 2008 Limited Partnership

   367  B 

¡

Management of operational riskCPIA England 2009 Limited Partnership

   378  B 

¡

Management of funding riskCPIA England No.2 Limited Partnership

   382  B 

¡DMW Realty Limited

  

Management of reputational, conductDurlacher Nominees Limited

Eagle Financial and environmental risks

Leasing Services (UK) Limited

Equity Value Investments Limited Liability

   

387  

B
 

Partnership

  

Equity Value Investments No.1 Limited

Equity Value Investments No.2 Limited

Finpart Nominees Limited

FIRSTPLUS Financial Group PLC

Foltus Investments Limited

Gerrard Financial Planning Limited

Gerrard Management Services Limited

Gerrard Nominees Limited

Global Dynasty Natural Resource Private Equity

B

Limited Partnership

Globe Nominees Limited

Greig, Middleton Nominees Limited

Hawkins Funding Limited

Heraldglen Limited

G, H, I

Investors In Infrastructure Limited

J.V. Estates Limited

Keepier Investments

Kirsche Investments Limited
Lombard Street Nominees Limited
Long Island Assets Limited
Maloney Investments Limited

 

|  339Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    295


Additional information

Related undertakings continued

Wholly owned subsidiariesNote
Menlo Investments Limited
Mercantile Credit Company Limited
Mercantile Leasing Company (No.132) Limited
MK Opportunities LPB
Murray House Investment Management Limited
Naxos Investments Limited
North Colonnade Investments Limited
Northwharf Investments LimitedI, X
Northwharf Nominees Limited
PIA England No.2 Limited PartnershipB
Real Estate Participation Management Limited
Real Estate Participation Services Limited
Relative Value Investments UK LimitedB
Liability Partnership
Relative Value Trading Limited
Roder Investments No.1 LimitedI, Y
Roder Investments No.2 LimitedI, Y
Ruthenium Investments Limited
RVT CLO Investments LLPB
Solution Personal Finance Limited
Surety Trust Limited
Swan Lane Investments Limited
US Real Estate Holdings No.1 Limited
US Real Estate Holdings No.2 Limited
US Real Estate Holdings No.3 Limited
W.D. Pension Fund Limited
Wedd Jefferson (Nominees) Limited
Westferry Investments Limited
Woolwich Homes Limited
Woolwich Plan Managers Limited
Woolwich Qualifying Employee Share
Ownership Trustee Limited
Woolwich Surveying Services Limited
Zeban Nominees Limited

– Hill House, 1 Little New Street,

London, EC4A 3TR

Barclays BPT (in liquidation)
Barclays Mercantile Highland Finance Limited
(in liquidation)
Boudeuse Limited (in liquidation)
Denham Investments Limited (in liquidation)
Exshelfco (DZBC) (in liquidation)
Greig Middleton Holdings Limited
(in liquidation)
Scotlife Home Loans (No.3) Limited

(in liquidation)

Woolwich Assured Homes Limited

(in liquidation)

Woolwich Homes (1987) Limited

E

(in liquidation)

Woolwich Limited (in liquidation)

– 5 The North Colonnade, Canary Wharf, London, E14 4BB

BBR Holdings Trust

D

Barclays Capital Trading Luxembourg Trust

D

CPIA Canada Holdings

B

Leonis Investments LLP

B

Preferred Liquidity Limited Partnership

B
– Aurora Building, 120 Bothwell Street, Glasgow, G2 7JS

R.C. Grieg Nominees Limited

– 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ

BNRI PIA Scot GP Limited

BNRI Scots GP, LLP

B

Pecan Aggregator LP

B
– Logic House, Waterfront Business Park, Fleet Road, Fleet, GU1 3SB

The Logic Group Enterprises Limited

The Logic Group Holdings Limited

J
Wholly owned subsidiariesNote
Argentina
– 855 Leandro N.Alem Avenue, 8th Floor, Buenos Aires
Compañía Sudamerica S.A.
– Marval, O’Farrell & Mairal, Av. Leandro N. Alem 882, Buenos
Compañia Regional del Sur S.A.
Brazil
– Av. Brigadeiro Faria Lima, No. 4.440, 12th Floor, Bairro Itaim, Bibi, Sao Paulo, CEP,04538-132
BNC Brazil Consultoria Empresarial Ltda
Barclays Brasil Assessoria Financeira Ltda.
Canada
– 333 Bay Street, Suite 4910, Toronto ON M5H 2R2
Barclays Capital Canada Inc.
Stikeman Elliott LLP, 199 Bay Street, 5300 Commerce Court, West, Toronto ON M5L 1B9
Barclays Corporation Limited
Cayman Islands
– Maples Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, Grand Cayman,KY1-1104
Alymere Investments LimitedG, H, I
Analytical Trade UK Limited
Barclays Capital (Cayman) Limited
Braven Investments No.1 Limited
Capton Investments Limited
Claudas Investments LimitedG, H, I
Claudas Investments Two Limited
CPIA Investments No.1 LimitedV
CPIA Investments No.2 LimitedF, I
Furbridge Investments Limited (in liquidation)
Hurley Investments No.1 Limited
Iris Investments 1 LimitedG, H, I
Mintaka Investments No. 4 Limited
OGP Leasing Limited
Pelleas Investments Limited
Pelleas Investments Two Limited
Pippin Island Investments Limited
Razzoli Investments LimitedF, I
RVH LimitedF, I
– PO Box 1093, Queensgate House, Grand Cayman,KY1-1102
Blaytell Limited
Coskwo Limited
Godler Limited
Harflane Limited
Hentock Limited
Hollygrice Limited
Pilkbull Limited
Strickyard Limited
Winhall Limited
– 190 Elgin Avenue, George Town, Grand Cayman,KY1-9005
Calthorpe Investments Limited
Gallen Investments Limited
JV Assets LimitedL
Palomino LimitedZ
Wessex Investments Limited
Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town,KY1– 9008
Long Island Holding B Limited
Wholly owned subsidiariesNote
China
– Room 213, Building 1, No. 1000 Chenhui Road, ZhangjiangHi-Tech Park, Shanghai
Barclays Technology Centre (Shanghai)
Company Limited
France

– 34/36 avenue de Friedland, Paris, 75008

BBAIL SAS

Germany
– TaunusTurm, Taunustor 1, 60310, Frankfurt
Barclays Capital Effekten GmbH
– c/o SFM Deutschland GmbH, Gruneburgweg58-62, 60322 , Frankfurt am Main
Baubecon Holding 1 GmbH (in liquidation)
– Stuttgarter Straße55-57, 73033 Göppingen
Adler Toy Beteiligungs GmbH
Holding Stuttgarter Straße GmbH
Guernsey
– P.O. Box 33, Maison Trinity, Trinity Square, St. Peter Port, GY1 4AT
Barclays Insurance Guernsey PCC LimitedQ
– PO BOX 41, Floor 2, Le Marchant House, Le Truchot, St Peter Port, GY1 3BE
Barclays Nominees (Guernsey) Limited
Hong Kong
– 42nd floor Citibank Tower, Citibank Plaza, 3 Garden Road
Barclays Bank (Hong Kong Nominees) Limited (in liquidation)
Barclays Capital Asia Nominees Limited (in liquidation)
– Level 41, Cheung Kong Center, 2 Queen’s Road Central
Barclays Asia Limited
Barclays Capital Asia Limited
India
– 208 Ceejay House, Shivsagar Estate, Dr A Beasant Road, Worli, Mumbai, 400 018
Barclays Securities (India) Private Limited
Barclays Wealth Trustees (India) Private Limited
– 67, Maker Tower ‘F’ 6th Floor, Cuffe Parade, Mumbai, 400 005
Barclays Holdings India Private Limited (in liquidation)
– Ground to Fourth Floor, Wing 3 – Cluster A,Eon Free Zone, MIDC Knowledge Park, Pune, 411014
Barclays Global Service Centre Private Limited
– Level 10, Block B6, Nirlon Knowledge Park, Off Western Express Highway, Goregaon (East), Mumbai, 40063
Barclays Investments & Loans (India) LimitedF, I
Indonesia
– Barclays House, 12th Floor, Jl. Jend Sudirman Kav.22-23, Jakarta, 12920
PT Bank Barclays Indonesia (in liquidation)
– Plaza Lippo, 10th Floor, Jalan Jend, Sudirman Kav 25, Jakarta, 12920
PT Bhadra Buana Persada (in liquidation)
Ireland
– Two Park Place, Hatch Street, Dublin 2
Barclaycard International Payments Limited
Barclays Bank Ireland Public Limited Company

296    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Related undertakings continued

Wholly owned subsidiariesNote
Isle of Man
– Barclays House, Victoria Street, Douglas
Barclays Nominees (Manx) Limited
– P O Box 9, Victoria Street, Douglas, IM99 1AJ
Barclays Private Clients International LimitedJ, K
– 2nd Floor, St Georges Court, Upper Church Street, Douglas, IM1 1EE
Barclays Holdings (Isle of Man) Limited (in liquidation)
Japan
10-1, Roppongi6-chome,Minato-ku, Tokyo
Barclays Funds and Advisory Japan Limited
Barclays Securities Japan Limited
Barclays Wealth Services Limited
Jersey
– Third Floor, 37 Esplanade, St. Helier, JE2 3QA
CP Newco 1 Limited
CP Newco2 LimitedJ, K
CP Newco3 Limited
– La Motte Chambers, St Helier, JE1 1BJ
Barclays Services Jersey Limited
39-41 Broad Street, St Helier, JE2 3RR
Barclays Wealth Management Jersey Limited BIFML PTC Limited
– 13 Castle Street, St. Helier, JE4 5UT
Barclays Index Finance TrustS
– Lime Grove House, Green Street, St Helier, JE1 2ST
Barbridge LimitedI, DD
– 13 Library Place, St Helier, JE4 8NE
Barclays Nominees (Jersey) Limited
Barclaytrust Channel Islands Limited
– Appleby Trust (Jersey) Limited, PO Box 207,13-14 Esplanade, St Helier, JE1 1BD
MK Opportunities GP Ltd
Korea, Republic of
A-1705 Yeouido Park Centre,28-3
Yeouido-dong,Yeongdeungpo-gu, Seoul
Barclays Korea GP Limited
Luxembourg
– 9, allée Scheffer,L-2520
Barclays Aegis Investments S.à r.l.
Barclays Alzin Investments S.à r.l.
Barclays Bayard Investments S.à r.l.J, K
Barclays Bedivere Investments S.à r.l.

Barclays Bordang Investments S.à r.l.

Barclays BR Holdings S.à r.l.

Barclays BR Investments S.à r.l.

Barclays Cantal Investments S.à r.l.

GG

Barclays Capital Luxembourg S.à r.l.

Barclays Capital Trading Luxembourg S.à r.l.

J, K

Barclays Claudas Investments Partnership

B

Barclays Equity Index Investments S.à r.l.

Barclays Lamorak Investments S.à r.l.

Barclays Leto Investments S.à r.l.

Barclays Luxembourg EUR Holdings S.à r.l

Barclays Luxembourg Finance S.à r.l.

Barclays Luxembourg GBP Holdings S.à r.l.

Barclays Luxembourg Holdings S.à r.l.

I, AA

Barclays Luxembourg Holdings SSC

B

Barclays Luxembourg USD Holdings S.à r.l.

J, K

Barclays Pelleas Investments Limited Partnership

B

Barclays Pelleas Investments S.à r.l.

Blossom Finance General Partnership

B
68-70 Boulevard de la Petrusse,L-2320 Adler Toy Holding Sarl
Wholly owned subsidiariesNote
Malaysia
– Unit30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.8, Jalan Kerinchi, Kuala Lumpur, 59200
Barclays Capital Markets Malaysia Sdn Bhd. (in liquidation)F, I
Mauritius
– C/O Rogers Capital Corporate Services, St. Louis Business Centre, Cnr Desroches & St. Louis Streets, Port Louis
Barclays Capital Mauritius Limited
Barclays Capital Securities Mauritius Limited
– Fifth Floor, Ebene Esplanade, 24 Cybercity, Ebene
Barclays (H&B) Mauritius Limited
Barclays Mauritius Overseas Holdings Limited
Mexico
– Paseo de la Reforma 505, 41 Floor, Torre Mayor, Col. Cuauhtemoc, CP 06500
Barclays Bank Mexico, S.A.K, M
Barclays Capital Casa de Bolsa, S.A. de C.V.K, M
Grupo Financiero Barclays Mexico, S.A. de C.V.K, M
Servicios Barclays, S.A. de C.V.
Monaco
– 31 Avenue de la Costa, BP 339
Barclays Wealth Asset Management (Monaco) S.A.M
Netherlands
– Strawinskylaan 3105, 1077 ZX, Amsterdam
Barclays SLCSM Funding B.V. (in liquidation)
– De Boelelaan 7, 1083 Hj Amsterdam
Chewdef BidCo BV. (in liquidation)
Nigeria
– Southgate House, Udi Street, Osborne
Estate, Ikoyi, Lagos
Barclays Group Representative Office (NIG)
Limited
Philippines
– 21/F, Philamlife Tower, 8767 Paseo deRoxas,Makati City, 1226
Meridian(SPV-AMC) Corporation

Russian Federation

– Four Winds Plaza, 1st Tverskaya-Yamskaya Str , Moscow 21, 125047
Limited Liability Company Barclays Capital (in liquidation)
Saudi Arabia
– 18th Floor Al Faisaliah Tower , Riyadh, 11311
Barclays Saudi Arabia (in liquidation)
Singapore
– 10 Marina Boulevard,#24-01 Marina Bay Financial Centre, Tower 2, 018983
Barclays Bank (Singapore Nominees) Pte Ltd
Barclays Bank (South East Asia) Nominees Pte Ltd
Barclays Capital Futures (Singapore) Private Limited
Barclays Capital Holdings (Singapore) Private Limited
Barclays Merchant Bank (Singapore) Ltd.
Wholly owned subsidiariesNote
Spain
– Plaza De Colon 1, 28046, Madrid
Barclays Tenedora De Immuebles SL.
BVP Galvani Global, S.A.U.Z
Switzerland
Chemin de Grange Canal18-20, PO Box 3941, 1211, Geneva
Barclays Bank (Suisse) S.A.

BPB Holdings SA

Barclays Switzerland Services SA

United States

– Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801

Archstone Equity Holdings Inc

Barclays BWA, Inc.

Barclays Capital Commodities Corporation

Barclays Capital Derivatives Funding LLC

C

Barclays Capital Energy Inc.

Barclays Capital Real Estate Finance Inc.

Barclays Capital Real Estate Holdings Inc.

Barclays Capital Real Estate Inc.

Barclays Commercial Mortgage Securities LLC

C

Barclays Electronic Commerce Holdings Inc.

Barclays Financial LLC

C

Barclays Group US Inc.

Barclays Oversight Management Inc.

Barclays Receivables LLC

C

Barclays Services Corporation

Barclays US CCP Funding LLC

C

Barclays US Funding LLC

C

Barclays US LLC

G, I

Barclays US Investments LLC

K, GG

BCAP LLC

C

CPIA Equity No. 1 Inc.

Crescent Real Estate Member LLC

C

Gracechurch Services Corporation

Long Island Holding A LLC

C

LTDL Holdings LLC

C

Marbury Holdings LLC

Protium Finance I LLC

C

Protium Master Mortgage LP

B

Protium REO I LP

B

Securitized Asset Backed Receivables LLC

C

Sutton Funding LLC

C

TPLL LLC

C

TPProperty LLC

C

US Secured Investments LLC

C
– 1201 North Market Street, P.O. Box 1347 Wilmington, DE19801

Barclays Bank Delaware

F, I

Procella Investments LLC

C

Procella Investments No.1 LLC

C

Procella Investments No.2 LLC

C

Procella Investments No.3 LLC

C

Procella Swaps LLC

C

Verain Investments LLC

– 2711 Centerville Road, Suite 400, Wilmington DE 19808

Analog Analytics Inc

Protium Master Grantor Trust

D
– 251 Little Falls Drive, New Castle County, Wilmington DE 19808

Barclays Capital Equities Trading GP

B

Barclays Capital Holdings Inc.

G, H, I

Lagalla Investments LLC

Relative Value Holdings, LLC

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    297


Additional information

Related undertakings continued

Wholly owned subsidiariesNote

– 745 Seventh Avenue, New York NY 10019

Alynore Investments Limited Partnership

B

Curve Investments GP

B

HYMF, Inc.

Preferred Liquidity, LLC

J
– CT Corporation System, One Corporate Center, Floor 11, Hartford CT 06103-3220

Barclays Capital Inc.

– c/o RL&F Service Corp, One Rodney Square, 10th Floor, Tenth and King Streets, Wilmington DE 19801

Analytical Trade Holdings LLC

Analytical Trade Investments LLC

BB

– 100 South West Street, Wilmington DE 19801

Barclays Dryrock Funding LLC

C

Wilmington Riverfront Receivables LLC

J, K

– 15 East North Street, Dover DE 19801

Barclays Services LLC

C
– CT Corporation System, 225 Hillsborough Street, Raleigh, NC 27603

Barclays US GPF Inc.

– CT Corporation System, 350 North St. Paul Street, Dallas TX 75201

La Torretta Beverages LLC

C

La Torretta Hospitality LLC

C

La Torretta Operations LLC

C
– 500 Forest Point Circle, Charlotte, North Carolina 28273

Equifirst Corporation (in liquidation)

– Aon Insurance Managers (USA) Inc., 76 St. Paul Street, Suite 500, Burlington, VT05401-4477

Barclays Insurance U.S. Inc.

Zimbabwe

– 2 Premium Close, Mount Pleasant Business Park, Mount Pleasant , Harare

Branchcall Computers (Pvt) Limited

Other Related Undertakings

Unless otherwise stated, the undertakings below are consolidated and the share capital disclosed comprises ordinary and/or common shares which are held by subsidiaries of the Group. The Group’s overall ownership percentage is provided for each undertaking.

Other related undertakings


Per-
centage

Note
United Kingdom

– 1 Churchill Place, London, E14 5HP

Barclaycard Funding PLC

75.00%J

Claas Finance Limited

51.00%K

PSA Credit Company Limited (in

50.00%J, L

liquidation)

Barclays Covered Bond Funding LLP

50.00%B
– 1 Poultry, London, England, EC2R 8EJ

Igloo Regeneration (General Partner)

25.00%L, Z

Limited

– 1 Robeson Way, Sharston Green Business Park, Manchester, M22 4SW

KDC Holdings Limited

37.41%EE, Z
3-5 London Road, Rainham, Kent, ME8 7RG

Trade Ideas Limited

20.00%Z
– Derby Training Centre, Ascot Drive, Derby, DE24 8GW

Develop Training Group Limited

65.47%CC, Z
– 50 Lothian Road, Festival Square, Edinburgh, EH3 9BY

Equistone Founder Partner II L.P.

20.00%B, Z

Equistone Founder Partner III L.P.

35.00%B, Z

– Building 6 Chiswick Park, 566

Chiswick High Road, London W4 5HR

Intelligent Processing Solutions Limited

19.50%Z
– Oak House, Ellesmere Port, Cheshire, CH65 9HQ

Elan Homes Holdings Limited

59.94%J, Z
– 16 Palace Street, London, SW1E 5JD

Barclays Alma Mater Management

30.00%B, Z

Limited Partnership

20-22 Bedford Row, London, WC1R 4JS

Cyber Defence Alliance Limited

25.00%E, Z
– 30 Gresham Street, London, EC2V 7PG

Gresham Leasing March (3) Limited

30.00%Z
– 80 New Bond Street, London, W1S 1SB

GN Tower Limited

50.00%Z

GW City Ventures Limited

50.00%K, Z
– 5th Floor, 70 Gracechurch Street, London, EC3V 0XL

Camperdown UK Limited

74.00%J
– 5 North Colonnade, Canary Wharf, London, E14 4BB

BEIF Management Limited Partnership

30.00%B, Z
– 2nd Floor, 110 Cannon Street, London, EC4N 6EU

Vectorcommand Limited (in liquidation)

30.39%J, K, Z
– 55 Baker Street, London, W1U 7EU

Formerly H Limited (in liquidation)

70.32%J, Z
– Countryside House, The Warley Hill Business Park, The Drive, Brentwood, Essex, CM13 3AT

Woolwich Countryside Limited

50.00%O, Z
– Haberfield Old Moor Road, Wennington, Lancaster, LA2 8PD

Full House Holdings Limited

67.43%J, Z
– 6th Floor 60 Gracechurch Street, London, EC3V 0HR

BMC (UK) Limited

40.18%J, F, Z
– Central House, 124 High Street, Hampton Hill, Middlesex TW12 1NS

Rio Laranja Holdings Limited

45.00%J, Z
13-15 York Buildings, London, WC2N 6JU

BGF Group Limited

24.40%Z

Other related undertakings


Per-
centage

Note

Cayman Islands

– Maples Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, Grand Cayman,KY1-1104

Cupric Canyon Capital LP

40.19%HH, Z

Southern Peaks Mining LP

55.76%HH, Z

Third Energy Holdings Limited

78.94%F, J, K, Z

Germany

– Schopenhauerstraße 10,D-90409, Nurnberg

Eschenbach Holding GmbH

21.70%Z

Indonesia

– Wisma GKBI 39th Floor, Suite 3906, Jl. Jend. Sudirman No.28, Jakarta, 10210

PT Barclays Capital Securities

99.00%

Indonesia (in liquidation)

Korea, Republic of

– 18th Floor, Daishin Finance Centre, 343, Samil-daero,Jung-go, Seoul

Woori BC Pegasus Securitization

70.00%W

Specialty Co., Limited

Luxembourg

– 9, allée Scheffer,L-2520

BNRI Limehouse No.1 Sarl

96.30%R

Partnership Investments S.à r.l.

33.40%I, J ,K ,L

Preferred Funding S.à r.l.

33.33%H

Preferred Investments S.à r.l.

33.33%H, I

Malta

– RS2 Buildings, Fort Road, Mosta MST 1859

RS2 Software PLC

18.25%Z

Monaco

– 31 Avenue de la Costa, Monte Carlo
Societe Civile Immobiliere 31 Avenue de la Costa75.00%

Netherlands

– Alexanderstraat 18, 2514 JM, The Hague

Tulip Oil Holding BV

30.26%II, Z

Sweden

– c/o ForeningsSparbanken AB, 105 34 Stockholm

EnterCard Group AB

40.00%K, Z

United States of America

– 777 Main Street, Fort Worth TX 76102

CRE Diversified Holdings LLC

80.00%C, Z
Crescent Crown Greenway Plaza SPV LLC80.00%C, Z
Crescent Crown Land Holding SPV LLC80.00%C, Z
Crescent Plaza Residential LP, LLC80.00%C, Z
Crescent Plaza Residential, L.P.80.00%B, Z
Crescent Plaza Residential, LLC80.00%C, Z
Crescent Resort Development LLC80.00%C, Z
Crescent Tower Residences GP, LLC80.00%C, Z
Crescent Tower Residences, L.P.80.00%B, Z
Crescent TRS Holdings LLC80.00%C, Z
CREW Tahoe Holdings LLC80.00%C, Z
DBL Texas Holdings LLC80.00%C, Z
Desert Mountain Development LLC80.00%C, Z
Desert Mountain Properties Limited74.40%B, Z
Partnership
East West Resort Development VII LLC80.00%C, Z

Mira Vista Development LLC

78.40%C, Z

Mountainside Partners LLC

80.00%C, Z

298    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Related undertakings continued

Other related undertakings


Per-
centage

Note
– 126 Riverfront Lane , 5th Floor, Drawer 2770, Avon CO 81620

Blue River Land Company, LLC

39.55C, Z
East West Resort Development IV, L.P., L.L.L.P.71.11B, Z
East West Resort Development VIII, L.P., L.L.L.P.71.11B, Z
East West Resort Development XIV, L.P., L.L.L.P.33.52B, Z

EWRD Summit Holding, L.P., L.L.L.P.

79.57B, Z

EWRD Summit, LLC

79.10C, Z
– 3001 Northstar Drive, C200, Truckee CA 96161

CREW Tahoe LLC

60.80C, Z
East West Resort Development V, L.P., L.L.L.P.74.75B, Z

Gray’s Station, LLC

56.96C, Z

Home Run Tahoe, LLC

60.82C, Z

Northstar Mountain Properties, LLC

60.82C, Z

Northstar Trailside Townhomes, LLC

60.82C, Z

Northstar Village Townhomes, LLC

56.93C, Z

Old Greenwood Realty, Inc.

60.80Z

Old Greenwood, LLC

60.80C, Z

Tahoe Club Company, LLC

60.80C, Z

Tahoe Mountain Resorts, LLC

60.82C, Z

The Glades Tahoe, LLC

60.82C, Z
– Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington DE 19808

Crescent Fresh Series B Hold Co.

80.00Z

Mountainside Boulders, LLC

60.82C, Z

MVWP Development LLC

30.40C, Z

MVWP Investors LLC

60.80C, Z

Stellar Residences, LLC

60.82C, Z

Stellar Townhomes, LLC

60.82C, Z
– 1701 Wynkoop Street, Suite 140, Box 47, Denver, CO 80202
Central Platte Valley Management, LLC51.78C, Z

St. Charles Place, LLC

47.63C, Z

The Park at One Riverfront, LLC

47.63C, Z

Union Center LLC

51.78C, Z
– Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801

DG Solar Lessee II, LLC

50.00C, Z

DG Solar Lessee, LLC

50.00C, Z

VS BC Solar Lessee I LLC

50.00C, Z
– East West Partners, Inc., 126 Riverfront Lane, 5th Floor, Avon CO 81620

Tahoe Club Employee Company

60.80Z
– 6600 Mira Vista Blvd., Fort Worth TX 76132

Mira Vista Golf Club, L.C.

76.83Z
– 251 Little Falls Drive, New Castle County, Wilmington DE 19808

Crescent Legacy LLC

80.00C, Z

Surrey Funding Corporation

99.45

Sussex Purchasing Corporation

99.45
– 1415 Louisiana Street, Suite 1600, Houston, Texas, 77002

Sabine Oil & Gas Holdings, Inc.

23.25Z

South Africa

– 9 Elektron Road, Techno Park, Stellenbosch 7600

Imalivest Mineral Resources LP

69.88J, Z

Subsidiaries by virtue of control

The related undertakings below are subsidiaries in accordance with s.1162 Companies Act 2006 as Barclays can exercise dominant influence or control over them.

Subsidiaries by virtue of control


Per-
centage

Note

United Kingdom

– 1 Churchill Place, London, E14 5HP
Oak Pension Asset Management Limited00.00Z
Water Street Investments Limited00.00Z

Cayman Islands

– PO Box 309GT, Ugland House, South Church Street, Grand Cayman,KY1-1104

Hornbeam Limited

00.00Z

Barclays US Holdings Limited

10.00J

Joint Ventures

The related undertakings below are Joint Ventures in accordance with s.18, Schedule 4, The Large andMedium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and are proportionally consolidated.

Joint Ventures


Per-
centage

Note

United Kingdom

– All Saints Triangle, Caledonian Road, London, N1 9UT
Vaultex UK Limited50.00
Joint management factors

The Joint Venture Board comprises two Barclays representative directors, two JV partner directors and threenon-JV partner directors. The Board are responsible for setting the company strategy and budgets.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    299


Additional information

Barclays Africa Group Limited Separation Arrangements

In connection with Barclays’ sell down of its holdings in Barclays Africa Group Limited (“BAGL”) and the anticipated regulatory deconsolidation of BAGL from the Barclays Group, Barclays and BAGL entered into agreements governing the terms on which the separation would occur (the “Separation Arrangements”).

The separation terms included contributions from Barclays to BAGL totalling £765 million, payable in instalments, to support the separation of BAGL from the Barclays Group. Under the Separation Arrangements, Barclays agreed, among other things, to indemnify BAGL against certain potential losses suffered by BAGL, including as a result of (i) the business of Barclays Group, untrue statements or omissions contained in any document issued by the Barclays Group in connection with any placing or marketing of BAGL shares under the sell down of BAGL shares and any failure by any Barclays Group company to discharge any liability in respect of taxation for which the Barclays Group is primarily liable (the “Perimeter Indemnity”); or (ii) BAGL having adhered to any Barclays policy which is not compliant with the laws for which that policy was designed (the “Policy Indemnity”). Barclays’ liability under the Perimeter Indemnity is uncapped and under the Policy Indemnity is capped at £614.7 million.

The Separation Arrangements include a transitional services agreement (the “TSA”) which replaced previous intra-group arrangements between members of the Barclays Group and members of the BAGL group. The TSA came into effect on 6 June 2017 and the term of the TSA will be determined by the timeframes specified for the individual services being provided, which range from three months to three years, subject to extension(s).

The Separation Arrangements also provide for a governance framework which applies during the implementation of the separation. Certain protective covenants (including non-compete arrangements and non-solicit obligations) also apply to the Barclays Group, in respect of the countries BAGL operates in, until 6 June 2020. These protective covenants are subject to certain agreed carve outs, including where Barclays and BAGL continue to cooperate for the benefit of mutual clients, where appropriate.

The Separation Arrangements also include a Transitional Trade Mark Licence agreement (the “TTML”), which came into effect on 6 June 2017, and replaced previous trademark licence agreements between the Barclays Group and the BAGL group. The TTML allows BAGL to continue to use the Barclays brand for up to 12 months in South Africa and for up to three years in other BAGL territories, subject to limited exemptions.

300    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

    

    

In this section we describe the approaches and strategies for managing risks at Barclays. It contains information on how risk management functions are organised, how they ensuremaintain their independence and foster a sound risk culture throughout the organisation.

¡  A discussion of how our risk management strategy is designedThe Enterprise Risk Management Framework (ERMF) sets out the tools, techniques and organisational arrangements to foster a strong risk culture is contained onenable all material risks to be identified and understood (see page 341302).

 

¡  A governance structure, encompassing the organisation of the function as well as executive and Board committees, supports the continued application of the ERMF. This is discussed onin pages 341302 to 344304.

 

¡  The Enterprise wide Risk Management Framework (ERMF) sets out the tools, techniques and organisational arrangementsA discussion of how our risk management strategy is designed to ensure all materialfoster a strong risk are identified and understood (seeculture is contained on pages 344 to 346)305.

 

¡  Pages 347306 to 350308 describe group-wide risk management tools that support risk management, ExCoExecutive Committee and the Board in discharging their responsibilities, and how they are applied in the strategic planning cyclecycle.

 

 

340   |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    301



Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

    

 

The following pages provide a comprehensive overview of the Group’s approach to risk management and more specific information on policies that the Group determines to be of particular significance in the current operating environment.

Introduction

Barclays engages in activities which entail risk taking, every day, throughout its business. This section introduces these risks, and outlines the Group’s strategykey governance arrangements for managing them. These include roles and responsibilities, frameworks, policies and standards, assurance and lessons learned processes. The Group’s approach to fostering a strong Risk Culture is also described.

Enterprise Risk Management Framework (ERMF)

The ERMF sets the strategic direction for risk and how risk culture has been developed to ensure that there is a set ofmanagement by defining standards, objectives and practices which are shared acrossresponsibilities for all areas of Barclays. It supports the Group. It provides details of the Group’s governance, how responsibilities are assignedChief Executive Officer (CEO) and the committee structure. The last section provides an insight into howGroup Chief Risk Officer (CRO) in embedding effective risk management and a strong Risk Culture.

The ERMF sets out:

  Principal Risks faced by the Group

  Risk Appetite requirements

  Roles and responsibilities for risk management

  Risk Committee structure.

Principal Risks

The ERMF identifies eight Principal Risks and sets out associated responsibilities and risk management standards.

Risk Appetite for the Principal Risks

Risk Appetite is part ofdefined as the strategy setting process, including the planning process, the settinglevel of risk appetitewhich the Group is prepared to accept in the conduct of its activities (see Risk Appetite page 306 for further discussion). Risk Appetite is approved and stress testingdisseminated across legal entities and businesses, including by use of Mandate and Scale limits to enable and control specific activities that have material concentration risk implications for the Group.

Risk Management StrategyRoles and responsibilities in the management of risk

The Three Lines of Defence

All colleagues are responsible for understanding and managing risks within the context of their individual roles and responsibilities, as set out in the “Three Lines of Defence”.

First Line of Defence

The Group has clear risk management objectivesFirst Line comprises all employees engaged in the revenue generating and a well-established strategy to deliver them, through core risk management processes.

At a strategic level, the risk management objectives are to:

¡Identify the Group’s significant risks;

¡Formulate the Group’s risk appetite and ensure that business profile and plans are consistent with it;

¡Optimise risk/return decisions by taking them as close as possible to the business, while establishing strong and independent review and challenge structures;

¡Ensure that business growth plans are properly supported by effective risk infrastructure;

¡Manage risk profile to ensure that specific financial deliverables remain possible under a range of adverse business conditions; and

¡Help executives improve the control and co-ordination of risk taking across the business.

The aimclient facing areas of the Group and all associated support functions, including Finance, Treasury, Human Resources and the Chief Operating Officer (COO) function. Employees in the First Line are responsible for:

  identifying all the risks and developing appropriate policies, standards and controls to govern their activities

  operating within any and all limits which the Risk and Compliance functions establish in connection with the Risk Appetite of the Group

  escalating risk management processevents to senior managers in Risk and Compliance.

Second Line of Defence

Employees of Risk and Compliance comprise the Second Line of Defence. The role of the Second Line is to establish the limits, rules and constraints under which First Line activities shall be performed, consistent with the Risk Appetite of the Group, and to monitor the performance of the First Line against these limits and constraints.

Third Line of Defence

Employees of Internal Audit comprise the Third Line of Defence. They provide a structured, practicalindependent assurance to the Board and easily understood set of three steps – Evaluate, Respond and Monitor (the E-R-M process) – that enables management to identify and assess those risks, determine the appropriate risk response, and then monitorExecutive Management over the effectiveness of the risk response and changes to the risk profile

¡Evaluate: Risk evaluation must be carried out by those individuals, teams and departments that are best placed to identify and assess the potential risks, and include those responsible for delivering the objectives under review

¡Respond:The appropriate risk response effectively and efficiently ensures that risks are kept within appetite, which is the level of risk that the Group is prepared to accept while pursuing its business strategy. There are three types of response: i) accept the risk but take the necessary mitigating actions such as using risk controls; ii) stop the existing activity/do not start the proposed activity; or iii) continue the activity but lay off risks to another party e.g. insurance

¡Monitor:Once risks have been identified and measured, and controls put in place, progress towards objectives must be tracked. Monitoring must be ongoing and can prompt re-evaluation of the risks and/or changes in responses. Monitoring must be carried out proactively and is wider than just “reporting” and includes ensuring risks are being maintained within risk appetite and checking that controls are functioning as intended and remain fit for purpose.

The process is orientated around material risks impacting delivery of objectives, and is used to promote an efficient and effective approach to risk management. This three stepgovernance, risk management process:

¡Can be applied to every objective at every level in the bank, both top-down or bottom-up;

¡Is embedded into the business decision making process;

¡Guides the Group’s response to changes in the external or internal environment in which existing activities are conducted; and

¡Involves all staff and all three lines of defence (see pages345-346).

Barclays Risk Management Strategy

LOGO

Governance structure

Risk exists when the outcome of taking a particular decision or course of action is uncertain and could potentially impact whether, or how well, the Group delivers on its objectives.control over current, systemic and evolving risks.

The Group faces risks throughout its business, every day,Legal function does not sit in everything it does. Some risks are taken after appropriate consideration – like lending money to a customer. Other risks may arise from unintended consequences of internal actions, for example an IT system failure or poor sales practices. Finally, some risks are the result of events outside the Group but which impact its business – such as major exposure through trading or lending to a market counterparty which later fails.

All employees must play their part in the Group’s risk management, regardless of position, function or location. All employees are required to be familiar with risk management policies that are relevant to their activities, know how to escalate actual or potential risk issues, and have a role-appropriate level of awarenessany of the ERMF, risk management processthree lines, but supports them all. The Legal function is, however, subject to oversight from Risk and governance arrangements.Compliance, with respect to operational and conduct risks.

 

 

LOGO

302    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  341


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

    

    

Board oversight and flow of risk related information

LOGO

 

Risk Committees

Business Risk Committees consider Risk matters relevant to their business, and escalate as required to the Group Risk Committee (GRC), whose Chairman in turn escalates to Board Committees and the Board.

There are four keythree Board-level committeesforums which oversee the application of the ERMF and review and monitor risk across the Group. These are: The Board, the Board Enterprise Wide Risk Committee, the Board Financial RiskAudit Committee, and the Board Conduct, OperationalReputation Committee. Additionally, the Board Remuneration Committee oversees pay practices focusing on aligning pay to sustainable performance. Finally, the main Board of Barclays receives regular information on the risk profile of the Group, and Reputational Risk Committee.has ultimate responsibility for risk appetite and capital plans.

The Chairman of each Committee prepares a statement each year on the committee’s activities, which is included on pages 22 to 26.

The Board

One of the Board’s (Board of Directors of Barclays Bank PLC) responsibilities is the approval of risk appetiteRisk Appetite (see the Risk Management and Strategy section on page 347), which is the level of risk the306). The Group chooses to take in pursuit of its business objectives. The Chief Risk OfficerCRO regularly presents a report to the Board summarising developments in the risk environment and performance trends in the key portfolios. The Board is also responsible for the Internal ControlERMF and Assurance Framework (Group Control Framework). Itit oversees the management of the most significant risks through the regular review of risk exposures and related key controls. Executiveexposures. Responsibilities of management responsibilities relatingwith respect to thisthe Board forums, including reporting of risk information, are set out in the EMRF.ERMF.

The Board Enterprise Wide Risk Committee (BEWRC)(BRC)

The BEWRC is a committee of the Board, from which it derives its authority and to which it regularly reports. The principal purpose of the Committee is to review, on behalf of the Board, management’s recommendations on risk, in particular:

¡Consider and recommend to the Board the Group’s overall risk appetite;

¡Review, on behalf of the Board, the Group’s overall risk profile;

¡Satisfy itself on the design and completeness of the Group’s ERMF, including the Principal Risk categories; and

¡Consider key enterprise wide risk themes.

BEWRC membership comprises the Group Chairman and the Chairmen of the Board Audit Committee, Board Conduct, Operational and Reputational Risk Committee, Board Financial Risk Committee and Board Remuneration Committee. The Group Chief Executive Officer (CEO), Group Chief Risk Officer (CRO), Group Finance Director, Head of Compliance, General Counsel and Chief Internal Auditor are mandatory attendees.

The Board Financial Risk Committee (BFRC)

The BFRCBRC monitors the Group’s risk profile against the agreed financial appetite. Where actual performance differs from expectations, the actions being taken by management are reviewed to ensureverify that the BFRCBRC is comfortable with them. After each meeting, the ChairChairman of the BFRCBRC prepares a report for the next meeting of the Board. All members are independentnon-executive Directors. directors. The Group Finance Director (GFD) and the Chief Risk OfficerGroup

CRO attend each meeting as a matter of course.

The BFRCBRC also considers the Group’s Risk Appetite statement for operational risk and evaluates the Group’s operational risk profile and operational risk monitoring.

The BRC receives regular and comprehensive reports on risk methodologies, the effectiveness of the risk management framework, and the Group’s risk profile, including the key issues affecting each business portfolio and forward risk trends. The Committee also commissionsin-depth analyses of significant risk topics, which are presented by the Group CRO or senior risk managers in the businesses. The Chair of the Committee prepares a statement each year on its activities.

The Board Conduct, Operational and Reputational Risk Committee (BCORR)

The BCORR was created to strengthen the Board-level governance over conduct risk and reputation matters. It reviews the effectiveness of the processes by which the Group identifies and manages conduct and reputation risk and considers whether business decisions will compromise the Group’s ethical policies or core business beliefs and values. It also considers the Group’s risk appetite statement for operational risk and evaluates the Group’s operational risk profile and operational risk monitoring.

In addition, the Board Audit and Board Remuneration Committees receive regular risk reports to assist them in the undertaking of their duties.

The Board Audit Committee (BAC)

The BAC receives among otherregular reports on the effectiveness of internal control systems, quarterly reports on material control issues of significance, and quarterly papers on accounting judgmentsjudgements (including impairment), and. It also receives a half-yearly review of the adequacy of impairment allowances, which it reviews relative to the risk inherent in the portfolios, the business environment, the Group’s policies and methodologies and the performance trends of peer banks.methodologies. The Chairman of the BAC also sits on the BFRCBRC.

The Board Reputation Committee (RepCo)

The RepCo reviews management’s recommendations on conduct and BCORR.


reputation risk and the effectiveness of the processes by which the Group identifies and manages these risks. It also reviews and monitors the effectiveness of Barclays’ approach to managing risks

RiskCitizenship strategy, including the management strategy, governanceof Barclays’ economic, social and risk cultureenvironmental contribution.

The Board Remuneration Committee (RemCo)

The RemCo receives a detailed report on risk management performance from the BFRC, regular updates on theand risk profile, and proposals on an ex-ante andex-post risk adjustment.adjustments to variable remuneration. These inputs are considered in the setting of performance incentives.

Summaries of the relevant business, professionalskills, experience and risk management experiencebackground of the Directors of the Board are givenpresented in the Board of Directors section on pages 35 to 4.6. The terms of reference and additional details on membership and activities for each of the principal Board Committees are available from the Corporate Governance section of Barclays’ website at: www.barclays.com/corporategovernancehome.barclays/about-barclays/barclays-corporate-governance.html.

The Enterprise WideCoverage of risk reports to executive and Board risk committees

Chairs of Risk Management Committee (EWRMC) was established by,Committees at executive and derivesBoard levels specify the information they require to discharge their duties. Advance committee calendars are agreed with the committee chairman. Topics that are regularly covered include:

  Financial and Operational risk profile

  Risk perspective on medium-term plans and strategy

  Risk Appetite

  Results of stress tests, including Comprehensive Capital Analysis and Review (CCAR)

  Risk inputs into remuneration decisions

  Other technical topics, e.g. Model risk.

In addition to regular topics, committees consider ad hoc papers on current risk topics, such as:

  Political events and their potential impacts on Barclays and its authority from,customers

  Economic developments in major economies or sectors

  Impacts of key market developments on the CRO. It supports the CRO in the provision of oversight and challengerisk management of the systems and controls in respectGroup.

Reports are generally presented by CROs or other accountable executives. Occasionally subject matter experts are delegated to present specific topics of risk management, particularly:

¡Review, challenge and recommend risk appetite;

¡Monitor risk profile against risk appetite; and

¡Review the design and completeness of the ERMF and Principal Risk categories.

EWRMC membership includes the CRO, CEO, Group Finance Director, Group General Counsel, and Head of Compliance.

The CRO is a member of the Executive Committee and has overall day to day accountability for risk management under delegated authority from the CEO. While the CEO is accountable for proposing a risk appetite that underpins the strategic plan to the Board for approval, the CRO is responsible for providing oversight, advice and challenge to the CEO, and preparing and recommending the Group’s risk appetite to the CEO and the Board. Risk appetite therefore sets the ‘tone from the top’

and provides a basis for ongoing dialogue between management and Board level around the Group’s current and evolving risk profile.

The CRO manages the independent risk function and chairs the Financial Risk Committee (FRC) and the Operational Risk and Control Committee (ORCC), which monitor the Group’s financial and non-financial risk profile relative to established risk appetite. Reporting to the CRO, and working in the risk function, are risk type heads for financial risk, operational risk and financial crime. The risk type headsinterest. Report presenters are responsible for establishing a Group-wide frameworkfollowing processes for oversight of the relevant riskscreating reports that include appropriate controls and controls. The risk type teams liaise with each business as part of the monitoring and management processes.

In addition, each business has an embedded risk management function, headed by a Business Chief Risk Officer (BCRO). BCROs and their teamsthat these controls are responsible for assisting business heads in the identification and management of their business risk profiles and for implementing appropriate controls. These teams also assist Central Risk in the formulation of Group policies and their implementation across the businesses. The business risk directors report jointly to their respective business heads and to the CRO.

The Risk Executive Committee is responsible for the effectiveness and efficiency of risk management and embedding a strong risk culture, approval of the Group’s risk governance framework, and agreement and endorsement of the overall infrastructure strategy for the risk function. It is also the senior decision making forum for the risk function excluding matters relating to the risk profile. It is chaired by the CRO with a membership comprising senior risk management.

The CEO must consult the Chairman of the BFRC in respect of the CRO’s performance appraisal and compensation as well as all appointments to or departures from the role.operated effectively.

 

 

Reporting and Control

LOGO

|  343


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

The Group Treasurer heads the Group Treasury function and chairs the Treasury Committee which:

¡Manages the Group’s liquidity, maturity transformation and structural interest rate exposure through the setting of policies and controls;

¡Monitors the Group’s liquidity and interest rate maturity mismatch;

¡Monitors usage of regulatory and economic capital; and

¡Has oversight of the management of the Group’s capital plan.

The Head of Compliance chairs the Conduct and Reputation Committee which assesses quality of the application of the Reputation and Conduct Risk Control Frameworks. It also recommends risk appetite, sets policies to ensure consistent adherence to that appetite, and reviews known and emerging reputational and conduct related risks to consider if action is required.

Barclays’ risk culture – enabling the ‘Go-To’ bank

In every area of the Group’s activities, outcomes of decisions or actions may be uncertain and could potentially impact whether, or how well, the Group delivers against its objectives. Risk management, therefore, plays a significant role in the Group achieving its goals and in turning Barclays into the ‘Go-To’ bank.

Risk culture is the set of objectives and practices, shared across the organisation, that drive and govern risk management. The main elements of risk culture at Barclays are broadly aligned with the Financial Stability Board’s guidancea:

¡Tone from the top: our purpose, value and behaviours, the Barclays Way (global code of conduct), and global induction processes all support the embedding of risk culture and values by setting a consistently clear, shared message to all colleagues;

¡Accountability: the ERMF and key risk frameworks set out clear responsibilities, as detailed above;

¡Effective communications and challenge: clearly defined and independent control functions (second line of defence) and internal audit (third line of defence), enhanced training on risk and citizenship, and channels for escalation and whistle blowing enable the effective control of risks at all levels; and

¡Incentives:the implementation of the balanced scorecard, and the risk and controls objective within the performance and promotion process have helped to align incentives with a sound risk culture.

Improving our risk culture

In 2013, the Salz Reviewb issued recommendations on how to improve the culture of the Group with the result that Barclays undertook a review and has taken actions to improve its risk culture (the Transform Risk initiative). The Transform programme has provided the opportunity to extend best practices to more functions and business units, and in other cases identify needed updates or improvements. This work is captured in the ERMF that has been deployed across the organisation and provides a common set of principles and standards that will form the fundamental elements of the risk culture.

During 2014 a step-change in defining, implementing and deepening our risk culture has continued. This has included the embedding of:

¡The ERMF;

¡The Barclays Way;

¡Leadership curriculum; and

¡Global induction.

Note:

a“Guidance on Supervisory Interaction with Financial Institutions on Risk Culture (A Framework for Assessing Risk Culture)” – http://www.financialstabilityboard.org/ publications/140407.htm
bAn independent review by Anthony Salz, commissioned by the Board

Within the independent risk function, a number of global shared functions exist to serve the wider risk function, such as risk analytics, credit sanctioning, financial crime, and model validation. Progress has also been made in re-engineering a number of processes to improve efficiency and allow risk managers to focus on their core responsibilities.

During 2015 the effect of these measures will be more systematically monitored using a range of metrics to assess the impact of these changes on the Group’s risk culture. These will be reported to the Board regularly. Future areas for development also include further embedding of the ERMF and the Barclays Way, the further deepening of risk appetite implementation for non-financial risks, and continuing to drive a culture of challenge and ‘willingness to escalate’ outside of whistle blowing channels.

Risk Appetite and the ‘Tone from the top’

Communicating and enforcing risk appetite in all businesses creates a common understanding and fosters debate around what types of risks are acceptable, and what levels are appropriate at business and Group level.

To develop a consistently strong risk culture across the Group, clear statements have been communicated as to the Group risk appetite for all risk types and further embedded adherence to Group-wide appetite into all businesses. In particular, risk appetite:

¡Articulates the types and level of risk we are willing to take and why, to enable specific risk taking activities. It also specifies those risks the Group seeks to avoid and why, to constrain specific risk taking activities;

¡Will be embedded within key decision-making processes including business planning, mergers and acquisitions, new product approvals and business change initiatives;

¡Provides a framework for performance management and disciplinary consequences in cases of breach;

¡Is implemented under the direct leadership of the CEO, who is responsible for leading, managing and organising executive management to achieve execution of the strategy and business plans in line with risk appetite; and

¡Is owned by the Board.

See risk appetite on page 347 for more information.

Supporting colleagues to manage risk – in the right way

By supporting colleagues to manage risk in the right way, the Group seeks to ensure that all risk managers share the Barclays Values and a common understanding of the role that risk management plays in their promotion like:

¡Risk management capability and ability to act in a risk aware manner forms part of the assessment process for all new and promotion candidates globally;

¡Management of risk and control is assessed as part of the annual performance appraisal process for all colleagues globally. Positive risk management behaviours will be rewarded;

¡The Being Barclays global induction programme supports new colleagues in understanding the importance of risk to how the Group does business and the link to the Barclays values; and

¡Leadership master classes cover the building, sustaining and supporting a trustworthy organisation and are offered to colleagues globally.

Learning from our mistakes

Learning lessons from mistakes is central to the Group’s culture and values, demonstrating a commitment to excellence, service and stewardship that is fulfilled through the integrity with which the Group operates and taking accountability for failure as well as success. The Group seeks to learn lessons across the Group on a continuous basis to support achievement of strategic objectives; operational excellence and fulfilment of commitments to stakeholders, including colleagues, customers, shareholders and regulators.

LOGO

 

344  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    303


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

Roles and responsibilities in the management of risk – senior management

Certain roles within Barclays carry specific responsibilities and accountabilities with respect to risk management and the ERMF.

Group Chief Executive Officer (CEO)

The CEO is accountable for leading the development of Barclays’ strategy and business plans that align to the Goal, Purpose and Values within the approved Risk Appetite, and for managing and organising executive management to drive their execution. Managing Barclays’ financial and operational performance within the approved Risk Appetite is ultimately the CEO’s responsibility.

Specifically, a crucial role of the CEO is to appoint the most senior Risk owners at the executive level including the Chief Risk Officer and the Group General Counsel. The CEO must work with them to embed a strong Risk Culture within the Group, with particular regard to the identification, escalation and management of risk matters.

Group Chief Risk Officer (CRO)

The Group CRO leads the Risk Function across Barclays. The CRO’s responsibilities include developing and maintaining the ERMF and clearly articulating Risk Culture objectives. Specific accountabilities include:

  preparing and recommending the Group’s Risk Appetite to the Board Risk Committees

  developing, operating and maintaining a comprehensive risk management framework to monitor and manage the risk profile of the Group

  providing accurate, transparent and timely reporting of the actual Risk Profile of the Group relative to the set Risk Appetite to the Board

  defining the risk taxonomy (Principal Risks) and updating it as needed so that it remains relevant and comprehensive

  bringing a risk perspective to compensation decisions

  reporting to all the relevant stakeholders on Barclays’ risk positions, adherence to Risk Appetite and enterprise wide risks and controls.

Chief Compliance Officer

The Chief Compliance Officer is accountable to the Group CRO for the strategic and function leadership of the Compliance Function. The Group Chief Compliance Officer is a member of the Group Executive Committee, enabling the Compliance Function to discharge its responsibilities properly and independently. Specific accountabilities include:

  overseeing the effective management of the Group’s conduct and reputation risks and escalation to the Board where appropriate

  setting minimum standards through compliance policies applicable globally and monitoring breaches, especially for conduct and reputation risks and financial crime

  inputting into compensation structures, objectives and performance management of employees who can expose Barclays to significant risk

  maintaining is a robust and effectively managed whistleblowing process on an enterprise-wide basis

  using mandate to access any part of the organisation and any information, bringing to the attention of line and senior management or the Board, as appropriate, any situation that is of concern from a conduct or reputation risk management perspective that could materially violate the approved Risk Appetite guidelines.

Group General Counsel

The Group General Counsel is required to:

  develop and maintain the Legal Risk Framework

  define the Legal Risk Policies

  develop the Group-wide and Business Risk Appetite for Legal Risk.

Group Chief Controls Officer

The Chief Controls Office, led by the Group Chief Controls Officer, is responsible for overseeing the practical implementation of operational, conduct and reputation risk controls and control methodologies across the Group. The Chief Controls Office has the following key responsibilities:

  defining a control framework directing businesses to manage risk exposure within approved operational risk appetites, and monitoring its application;

  reviewing tolerances fornon-financial operational risk exposures set by the business, and confirming their appropriateness;

  maintaining the standard for the creation and maintenance of all control documentation in the Group; and

  overseeing the execution of control framework requirements consistently across the Group. Execution includes recording risk events, issues, and the completion of risk and control self-assessments.

Senior Managers Regime

A number of Members of the Board, the majority of the Executive Committee and a limited number of specified senior individuals are also subject to additional rules included within the Senior Managers Regime (SMR), which clarifies their accountability and responsibilities. Those designated with a Senior Manager Function under the SMR are held to four specific rules of conduct in which they must:

  take reasonable steps to establish that the business of the Group for which they are responsible is controlled effectively

  take reasonable steps to establish that the business of the Group for which they are responsible complies with relevant regulatory requirements and standards of the regulatory system

  take reasonable steps to make certain that any delegation of their responsibilities is to an appropriate individual and that they oversee the discharge of the delegated responsibilities effectively

  disclose appropriately any information to the FCA or PRA, of which they would reasonably expect notice.

304    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

In November 2014, Barclays published a Group Lessons Learnt Standard as part of the ERMF, setting out requirements for completing Lessons Learnt Assessments in response to significant events. The Lessons Learnt Standard builds on the process established for operational risk in 2012 and fulfils the Group’s Salz commitments by ensuring a consistent and effective approach applicable to all Principal Risks. The approach to lessons learnt is directly aligned to the three lines of defence model (see below), with businesses and functions accountable for undertaking lessons learnt assessments; principal and key risk officers providing input, oversight and challenge; and independent review by internal audit.

Core components of the Lessons Learnt Standard include:

¡ Defined triggers for when lessons learnt assessments must be completed;

¡Requirements and guidance for root cause analysis to identify the causes of events within the Group;

¡Templates to ensure conclusions are reported consistently throughout management committees;

¡A central system to record completed lessons learnt assessments and to facilitate sharing across the Group; and

¡The Standard will be further embedded and integrated within the Group’s Risk Management framework and governance processes during 2015.

The Standard will be further embedded and integrated within the Group’s risk management framework and governance processes during 2015.

Risk governance and assigning responsibilities

Responsibility for risk management resides at all levels of the Group, from the Board and the Executive Committee down through the organisation to each business manager and risk specialist. These responsibilities are distributed so that risk/return decisions are: taken at the most appropriate level; as close as possible to the business; and, subject to robust and effective review and challenge. The responsibilities for effective review and challenges resides at all levels.

The ERMF sets out the activities, tools, techniques and organisational arrangements to ensure that all material risks are identified and understood, and that appropriate responses are in place to protect the Group and prevent detriment to its customers, colleagues or community, enabling the Group to meets its goals, and enhance its ability to respond to new opportunities.

It covers those risks incurred by the Group that are foreseeable, continuous, and sufficiently material to merit establishing specificGroup-wide control frameworks. These are known as Key Risks.

The ERMF is intended to be widely read with the aim of articulating a clear, consistent, comprehensive and effective approach for the management of all risks within the Group and creating the proper context for setting standards and establishing the right practices throughout the Group. It sets out a philosophy and approach that is applicable to all colleagues and to all types of risk. It sets the roles and responsibilities of all employees with respect to risk management with specific requirements for key individuals, including the CRO and CEO, and the overall governance framework that will oversee its effective operation. See risk culture on page 344 for more information.

The ERMF supports risk management and control by ensuring that there is a:

¡Sustainable and consistent implementation of the three lines of defence across all businesses and functions;

¡Framework for the management of Principal Risks;

¡Consistent application of risk appetite across all Principal Risks; and

¡Clear and simple policy hierarchy.

Three lines of defence

The enterprise risk management process is the ‘defence’ and organising businesses and functions into three ‘lines’ enhances theE-R-M process by formalising independence and challenge, while still promoting collaboration and the flow of information between all areas. The three lines of defence operating model enables the Group to separate risk management activities:

First line: Own and take risk, and implement controls

First line activities are characterised by:

¡Ownership of and direct responsibility for the Group’s returns or elements of its results;

¡Ownership of major operations, systems and processes fundamental to the operation of the bank; and

¡Direct linkage of objective setting, performance assessment and reward to P&L performance.

With respect to risk management the first line responsibilities include:

¡Taking primary accountability for risk identification, ownership, management and control (including performance of portfolios, trading positions, operational risks etc.) within approved mandate, as documented under the Key Risk Control Frameworks, including embedding a supportive risk culture;

¡Collaborating with second line on implementing and improving risk management processes and controls;

¡Monitoring the effectiveness of risk controls and the risk profile compared to the approved risk appetite; and

¡Maintaining an effective control environment across all risks, processes and operations arising from the business, including implementing standards to meet Group policies.

Second Line: Oversee and challenge the first line, provide second line risk management activity and support controls

Second line activities are characterised by:

¡Oversight, monitoring and challenge of the first line of defence activities;

¡Design, ownership or operation of Key Risk Control Frameworks impacting the activities of the first line of defence;

¡Operation of certain second line risk management activities (e.g. work-outs); and

¡No direct linkage of objective setting, performance assessment and reward to revenue (measures related to mitigation of losses and balancing risk and reward are permissible).

With respect to risk management the second line of defence responsibilities include:

¡Defining the ERMF;

¡Establishing the control environments for the Key Risks, including Key Risk Control Frameworks, policies, and standards;

¡Defining delegated discretions and set limits within the control frameworks to empower risk taking by the first line;

¡Assisting in the direction of the portfolio to achieve performance against risk appetite;

¡May define and operate approval processes for certain decisions within the second line to protect the Group from material risks;

¡Communicating, educating and advising the first line on their understanding of the risk framework and its requirements;

¡Collaborating with the first line to support business growth and drive an appropriate balance between risk and reward without diminishing the independence from the first line; and

¡Reporting on the effectiveness of the risk and control environment to executive management and Board committees.

|  345


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

    

 

Third line: Provide assurance thatFrameworks, Policies and Standards

Frameworks, policies and standards set out the E-R-M process isgovernance around Barclays’ activities:

fit-for-purpose,  Frameworks cover the management processes for a collection of related activities and that it is being carried out as intendeddefine the associated policies used to govern them

Third line  Policies set out control objectives, principles and other core requirements for the activities are characterised by:

¡Providing independent and timely assurance to the Board and Executive Management over the effectiveness of governance, risk management and control

With respect to risk management the third line of defence responsibilities include:

¡Assessing the effectiveness of risk management and risk mitigation in the context of the current and expected business environment; and

¡Acting independently and objectively.

Principal Risks

A Principal Risk comprises individual Key Risk Types to allow for more granular analysis of the associated risk. As at 31 December 2014Group. Policies describe “what” must be done

  Standards set out the six Principal Risks were: i) Credit; ii) Market; iii) Funding; iv) Operational; v) Conduct; and vi) Reputation. For 2015, Reputation Risk willkey controls that must be recognised as a Key Risk within Conduct Risk givenfollowed for the close alignment between them and the fact that as separate Principal Risks they had a common Principal Risk Officer.

Risk management responsibilities are laidobjectives set out in the ERMF, which coversPolicy to be met, and who needs to carry them out. Standards describe “how” controls should be undertaken.

Frameworks, Policies and Standards are owned by the categoriesarea responsible for performing the described activity.

The Group CRO is accountable for overseeing that frameworks, policies and associated standards are developed and implemented for each of risk in whichthe Financial Principal Risks, Operational Risk and Model Risk and that they are subject to limits, monitored, reported on and escalated as required. The Chief Compliance Officer is likewise accountable for Conduct Risk and Reputation Risk, and the Group has its most significant actualGeneral Counsel for Legal Risk. The Group CRO and Group Chief Compliance Officer have the right to require amendments to any Frameworks, Policies or potential risk exposures. The ERMF: creates clear ownership and accountability; ensures the Group’s most significant risk exposures are understood and managedStandards in accordance with agreed risk appetite and risk tolerances; and ensures regular reporting of both risk exposures and the operating effectiveness of controls.

Each Key Risk is owned by a senior individual known as the Key Risk Officer who is responsible for developing a risk appetite statement and overseeing and managing the risk in line with the ERMF. This includes the documentation, communication and maintenance of a risk control framework which makes clear, for every business across the firm, the mandated control requirements in managing exposures to that Key Risk. These control requirements are given further specification, according to the business or risk type, to provide a complete and appropriate system of internal control.

Business function heads are responsible for obtaining ongoing assurance that the key controls they have put in place to manage the risks to their business objectives are operating effectively. Reviews are undertaken on a six-monthly basis and support the regulatory requirement for the Group, for any reason, including inconsistencies or contradictions among them.

Frameworks, Policies and Standards are subject to make anminimum annual statement about its systemreview, and challenge by the Risk and/or Compliance functions, unless explicitly waived by the relevant heads of internal controls. At the business level executive management hold specific Businessthose functions. Principal Risk Oversight MeetingsFrameworks are subject to monitor all Principal Risks.

Key Risk Officers report their assessmentsapproval by relevant committees of the risk exposure and control effectiveness to Group-level oversight committees and their assessments form the basis of the reports that go to the:Board.

Board Financial Risk Committee:Assurance

¡Financial Risk Committee has oversight of Credit and Market Risks

¡Treasury Committee has oversight of Funding Risk

Board Conduct, Operational and Reputational Risk Committee:

¡Operational Risk and Control Committee has oversight of all Operational Risk types, with the exception of Tax Risk, which is primarily overseen by the Tax Risk Committee

¡Conduct and Reputational Risk Committee has oversight of the Conduct and Reputation Risks

Each Key Risk Officer also undertakes an annual programme of risk-based conformance reviews. A conformance review is undertaken by individuals who are independent of the management team running the operations and assesses the quality of conformance testing.

Conformance and Assurance

Conformance and assurance is undertaken to assess the control environment:

Conformance: Activities undertaken to check the degree to which defined processes are being followed.

¡Conformance testing is a planned, systematicenvironment and documented programme of checking, that has the objective of providing evidence that controls have been operated in accordance with documented processes. Testing results provide management with a view of the effectiveness of the control environment supporting their operations

¡A conformance review is a planned, risk based programme of activity to assess the quality of conformance testing, undertaken by individuals who are independent of the management team running the operations. Results of the review enable management to assess how much assurance they can place on the results of conformance testing. Conformance testing and conformance reviews may also identify opportunities for improvement to policies and standards

Assurance: Undertaken to independently assess the ERMF, which includes testing specific elements of the control environment documented in standards and checking that conformance activities are reliable, to provide confidence to the Board confidence in the risk and control framework.

In 2014, The Controls Assurance Standard defines the Group created the Credit Risk Review Group (CRRG) which provides an independent reviewrequirements for Controls Assurance and monitoring of the quality and condition of all the wholesale loan and derivative portfolios through a review of the overall credit sanctioning process. CRRG has a mandate from the CRO and has direct access to him and the BFRC.Controls Testing.

Internal Audit is responsible for the independent review of risk management and the control environment. Its objective is to provide reliable, valued and timely assurance to the Board and executive management over the effectiveness of controls, mitigating current and evolving highmaterial risks and in so doingthus enhancing the controlscontrol culture within the Group. The BACBoard Audit Committee reviews and approves Internal Audit’s plans and resources, and evaluates the effectiveness of Internal Audit. An assessment by independent external advisers is also carried out periodically.

Effectiveness of risk management arrangements

The embedding of the ERMF that governs all risk management arrangements in the Group, is monitored by executive and board committees as described above. The ERMF and its component key risksPrincipal Risks are subject to conformance andcontrol testing assurance reviews thatto confirm its effectiveness or identify issues to be mitigated. Management and the Board are satisfied that these arrangements are appropriate given the risk profile of the Group.

Learning from our mistakes

Learning from mistakes is central to Barclays’ culture and values, demonstrating a commitment to excellence, service and stewardship and taking accountability for failure as well as success. The Group seeks to learn lessons on a continuous basis to support achievement of strategic objectives, increase operational excellence and to meet commitments to stakeholders, including colleagues, customers, shareholders and regulators.

Barclays has implemented a Group Lessons Learned process, setting out requirements for the completion of Lessons Learned assessments in response to internal and external risk events. The approach to Lessons Learned will be further enhanced during 2018 which with the aim to fulfil the Group’s Salz commitments by putting in place a consistent and effective approach applicable to all Principal Risks. The approach is aligned to the three lines of defence model (see page 302), with businesses and functions accountable for undertaking Lessons Learned Assessments; the Second Line providing oversight and challenge; and independent review by Internal Audit.

Core components of the Lessons Learned approach include:

  Defined triggers for when Lessons Learned Assessments must be completed

  Requirements and guidance for the completion of root cause analysis to identify the causes of risk events impacting the bank

  Standardised Templates to report conclusions consistently to relevant management fora and committees

  Use of a central system to record completed Lessons Learned Assessments and to facilitate sharing across the Group.

Barclays’ Risk Culture

Risk Culture can be defined as “norms, attitudes and behaviours related to risk awareness, risk taking and risk management”. At Barclays this is reflected in how we identify, escalate and manage risk matters.

Our Code of Conduct – the Barclays Way

Globally, all colleagues must attest to the “Barclays Way”, our Code of Conduct, and all frameworks, policies and standards applicable to their roles. The Code of Conduct outlines the Purpose and Values which govern our Barclays Way of working across our business globally. It constitutes a reference point covering all aspects of colleagues’ working relationships, specifically (but not exclusively) with other Barclays employees, customers and clients, governments and regulators, business partners, suppliers, competitors and the broader community.

Embedding of a values-based, conduct culture

The Group Executive Committee reconfirmed

Conduct, Culture and Values as one of its execution priorities for 2017 with the aim of embedding the cultural measurement tool developed in 2016. The effectiveness of the Risk and Control environment, for which all colleagues are responsible, depends on the continued embedment of strong values. Please see Board Reputation Committee report on pages 27 to 32.

Induction programmes support new colleagues in understanding how risk management culture and practices support how the Group does business and the link to Barclays’ values. The Leadership Curriculum covers the building, sustaining and supporting of a trustworthy organisation and is offered to colleagues globally.

Other Risk Culture drivers

In addition to values and conduct, we consider the following determinants of Risk Culture:

  Management and governance: This means a consistent tone from the top and clear responsibilities to enable identification and challenge.

  Motivation and incentives: The right behaviours are rewarded and modelled.

  Competence and effectiveness: This means that colleagues are enabled to identify, coordinate, escalate and address risk and control matters.

  Integrity:Colleagues are willing to meet their risk management responsibilities; colleagues escalate issues on a timely basis.

 

 

|  346Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    305



Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

    

    

Management of model risk

Model risk is the risk of suffering adverse consequences from decisions based on incorrect or misused model outputs and reports and as a consequence its management has become an increasingly important area of focus for the Group.

Model risk is inherent in each of the key risks where models are used for measurement or management and is, therefore, managed as part of each individual key risk control framework and supported by the Group Model Risk Policy (GMRP) and relevant standards.

Model risk is managed by a number of activities, including:

 

¡Ensuring that models are identified per the GMRP definition, across businesses and recorded in the Group Models Database, the Group-wide model inventory;

¡Ensuring that every model has a model owner who is overall responsible for the model, and drives the development/maintenance of the model by a qualified model developer;

¡Ensuring that every model is subject to technical validation by the Independent Validation Unit (IVU) as required by GMRP;

¡Ensuring that every model is approved by appropriately senior and knowledgeable Risk individuals in the organisation;

¡Periodic model risk reporting to the senior management and the Board; and

¡Internal Audit provides independent challenge of model risk management through business line and thematic audits.

The Executive Models Committee (EMC) fulfils the specific requirement of approving the Group’s most material (A*/High) models; the EMC decisions are based on business reviews and the associated IVU validations for these models. EMC is chaired by the CRO and has as members the Group Finance Director and the Head of Financial Risk.

The EMC reports into the EWRMC.

Group-wide risk management tools

To support the Group-wide management of risks, that the Group faces, the Board make use of Risk Appetiteuses risk appetite, mandate and Stress Testingscale, and stress testing as key inputs in the annual planning cycle, including setting of the Group’s strategy. The following describes in further detail the group-wide risk management tools used as part of this process.

Risk Appetite

Risk appetiteAppetite is defined as the level of risk thatwhich the Group is prepared to accept while pursuingin the conduct of its business strategy, recognising a range of possible outcomes as business plans are implemented.activities.

Risk appetiteAppetite sets the ‘tone from the top’ and provides a basis for ongoing dialogue between management and Board with respect to the Group’s current and evolving risk profile, allowing strategic and financial decisions to be made on an informed basis.

LOGO

The Risk Appetite Frameworksetting process aims to consider the material risks Barclays is intendedexposed to achieve the following objectives:under its business plans.

¡Articulate the risks the Group is willing to take and why, to enable specific risk taking activities; and articulate those risks to avoid and why, to constrain specific risk taking activities;

¡Consider all Principal and Key risks both individually and, where appropriate, in aggregate;

¡Consistently communicate the acceptable level of risk for different risk types; this may be expressed in financial or non-financial terms, but must enable measurement and effective monitoring;

¡Describe agreed parameters for Group performance under varying levels of financial stress with respect to

Profitability, loss and return metrics;

The ability to continue to pay a dividend; and

¡Be embedded in key decision-making processes including mergers and acquisitions, new product approvals and business change initiatives.

Unapproved excesses of risk appetite and/or limits will result in performance management and disciplinary consequences.

The Risk Appetite Framework consistsis approved by the Board and must be formally reviewed at least annually in conjunction with the Medium Term Planning (MTP) process.

Risk Appetite is expressed, by the Board, as the acceptable level of top-downdeterioration in a set of key financial volatility and bottom-up mandate and scale, which are further detailed below.

Financial volatility

Financial volatility isparameters under a severe but plausible stress scenario defined as the level of potential deviation from expected financial performance thatAdverse stress test scenario. For 2018 the Group is prepared to sustain at relevant points on the risk profile. When setting appetite, management and the Board articulate the Group’s strategy and summarise objectives in terms of key financial metrics. Top-down appetite is quantified through an array of financial performance and capital metrics whichparameters are reviewed by the Board on an annual basis, summarized in the table below.listed above.

Measure relevant to

strategy and risk

Link between strategy and risk profile

 Profit before tax,

  

Fundamental economic Link between strategy

and business indicators, which best describes shareholder focus in termsrisk profile

 Return on equity,

Profit after tax
  

Fundamental performance of profitabilitythe Bank and abilityunderpins the Group’s capacity to usemake capital resources efficiently.

distributions.

 Return on RWAs

Common Equity
  Monitors capital

 Loan loss rate (LLR)

Tier 1 (CET1)
  

Describes the credit risk profile and whether impairment is within appetite.

 Common Tier 1 and leverage ratios        

Monitors capital adequacy in relation to capital plan.

 Dividends

Measures the risks of being able to continue paying appropriate dividends.

|  347


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

The strategic metrics in the table above are set at three levels:

¡Through-the-cycle: the average losses based on measurements over many years;plan, targets and regulatory hurdle rates.

¡1 in 7 (moderate) loss: the worst level of losses out of a random sample of 7 years; and

¡1 in 25 (severe) loss: the worst level of losses out of a random sample of 25 years.

These scenarios are defined through a level of probability of occurrence rather than through a specific set of economic variables like in stress tests. The potentially larger but increasingly less likely levels of loss are illustrated in the risk appetite concepts chart opposite.

Since the level of loss at any given probability is dependentBased on the portfolio of exposures in each business, the statistical measurement for each key risk category givesspecified Risk Appetite, the Group clearer sightdevelops mandate and betterscale limits to control of risk-taking throughout the enterprise. Specifically, this framework enables it to:

¡Improve management confidence and debate regarding the Group’s risk profile;

¡Re-balance the risk profile of the Medium Term Plan (MTP) where breaches are indicated, thereby achieving a superior risk-return profile;

¡Identify unused risk capacity, and thus highlight the need to identify further profitable opportunities; and

¡Improve executive management control and co-ordination of risk-taking across businesses.

In summary, the levels of loss represent the risk tolerance of the Group in terms of its key objectives. These objectives act as constraints on risk performance and imply maximum levels of acceptable losses.specific activities.

Mandate and scale

The second element to the setting of risk appetite is an extensive system of mandateMandate and scale limits, which is a risk management approach that seeks to formally review and control business activities to ensuremake sure that they are within mandate (i.e. aligned with expectations), and are of an appropriate scale (relative to the risk and reward of the underlying activities). This is achieved by using based on an appropriately detailed system of limits. Using limits and triggers to avoidhelps mitigate the risk of concentrations which would be out of line with expectations, and which may lead to unexpected losses of a scale that would be detrimental to the stability of the relevant business line or the Group.

Risk appetite concepts(diagram not to scale)

LOGO

For example, for leveraged finance and commercial property finance and construction portfolios, there is a comprehensive series of limits are in place to control exposure within each business and geographic sector. To ensure thatfurther align limits are aligned to the underlying risk characteristics, the mandate and scale limits differentiate between types of exposure. There are, for example, individual limits for property investment and property development.

The mandate and scale framework is used to:

  limit concentration risk

¡Limit concentration risk;

  keep business activities within Group and individual business mandate

¡Keep business activities within Group and individual business mandate;

  maintain activities at an appropriate scale relative to the underlying risk and reward

¡Ensure activities remain of an appropriate scale relative to the underlying risk and reward; and

  confirm that risk-taking is supported by appropriate expertise and capabilities and take corrective actions otherwise.

¡Ensure risk-taking is supported by appropriate expertise and capabilities.

As well as Group-levelThe most material mandate and scale limits furtherare designated asA-level (Board level) andB-Level (Group level). Group limits are approved by the appropriate risk committee (e.g. Wholesale Credit Risk Management Committee) and are subject to additional escalation and governance requirements.

Further limits are set by risk managers within each business, covering particular portfolios. Unapproved excesses of limits may result in performance management and disciplinary consequences. Business limits are approved by the relevant business risk team and reportable to the relevant risk committee.

Limits reflect the nature of the risk being managed and controlled and are measured by total financing limits, LGD, stress loss or other metrics as appropriate. There is explicit identification of the exposures that are captured by limits and any material exclusion must be agreed. Limits are reviewed at least annually. The factors taken into consideration when setting the limit include:

  Group Risk Appetite

  current exposure/MTP forecasts

  risk return considerations

  senior risk management judgement.

Stress testing

Group-wide stress tests are an integral part ofintegrated within the MTP process and annual review of risk appetite. They aim to ensurecheck that the Group’s financial position and risk profile provide sufficient resilience to withstand the impact of severe economic stress.stress, allowing Barclays to make changes to plans as necessary. The Group-wide stress testing process is supported by an overarching policya Capital Stress Testing Standard which outlinessets out the overall framework with clearly definedminimum control requirements and defines clear roles and responsibilities across businesses and Centralcentral functions. The results also feed into our internal capital adequacy assessment process (ICAAP) submission to the Prudential Regulation Authority (PRA).

The following diagram outlines the key steps in the Group-wide stress testing process, which are described below.

 

 

LOGO

LOGO

 

348  |306    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

    

 

The Group-wide stress testing process begins with a detailed scenario setting process, with the FRCGRC and BFRCBRC agreeing the range of scenarios to be tested. The scenarios are designed to be severe but plausible, and relevant to the business. A wide range of macroeconomic parameters are defined (such as GDP, unemployment, house prices, FX and interest rates), which allows the impact of the scenarios across the wide range of products and portfolios to be assessed across the Group.

Businesses prepare detailed MTP business plans which form the baseline for the stress test assessment. The stress test process is detailed and comprehensive,aims to support this level of complexity, usingbottom-up analysis across all of our

businesses including bothon- andoff-balance sheet positions, and combines running statistical models with expert judgement. An overview of the stress testing approach by Principal Risk is provided in the table below. As part of their stress test assessment,assessments, businesses are also required to identify potential management actions that could be taken to mitigate the impact of stress and document these within their results.

There is robustThe governance process in place withincludes a detailed review of stress testing methodology and results both within businesses (includingsign-off by business CROs and CFOs) and by Centralcentral functions.

The businessesbusiness stress test results are consolidated to form a Group view which is used for tax analysis and by Treasury to assess the stress impact on the GroupGroup’s capital plans. For the latter, capital management actions such as reducing dividends or redeeming certain capital instruments may be considered. The Group also maintains recovery plans which take into consideration actions to facilitate recovery from severe stress or an orderly resolution. These actions are additional to those included in the Group-wide stress testing results.

The overall stress testing results of the Group are presented for reviewreviewed and approvalsigned off by the FRC and BFRC, and are also shared withBoard, following review by the Treasury and Capital Risk Committee, Treasury Committee, BRC and the Board.ExCo.

Summary of methodologies for Group-wide stress testing by risk type:

 

Summary of methodologies for Group-wide stress testing by risk type

Principal RiskStress testing approach

Credit risk¡  

Credit risk impairments:impairment:For retail portfolios businesses use regressionstatistical models to establish a relationship between arrears movements and key macroeconomic parameters such as interest rates, inflation and unemployment, incorporating roll-ratecredit quality migration analysis to estimate stressed levels of arrears by portfolio.levels. In addition, combination of house price reductions (for mortgages) and increased customer drawdowns for(for revolving facilities leadsfacilities) lead to higher LGDlosses which also contributescontribute to increased impairment levels. For wholesale portfolios the stress shocks on credit risk drivers (PDs, LGDs and EADs) are primarily calibrated using historical and expected relationships with key macro-economic parameters such as GDP, inflation and interest rates.parameters.

  

¡

The  Counterparty credit risk losses: The scenarios include market risk shocks that are applied to determine the market value under stress of contracts that give rise to CCR.Counterparty Credit Risk (CCR). Counterparty losses, including from changes to the Credit Valuation Adjustment and from defaults, are modelled based on the impact of these shocks as well as using stressed credit risk drivers (PDs and LGDs). The same approach is used to stress the market value of assets held as available for sale or at fair value in the banking book.

  

¡

Credit risk weighted assets:The impact of the scenarios is calculated via a combination of business volumes and using similar factors to impairment drivers above, as well as the regulatory calculation and the level ofpro-cyclicality of underlying regulatory credit risk models.

Market risk¡  

Trading book losses: All marketMarket risk factors on the balance sheet are stressed using specific market risk shocks (and are used for the CCR analysis, above). The severity of the shocks applied are dependent on the liquidity of the market under stress, e.g. illiquid or sticky positions are assumed to have a longer holding period than positions in liquid markets.

  

¡

Pension fund: The funding position of pension funds are stressed, taking into account key economic drivers impacting future obligations (e.g. long-term inflation  Treasury and interest rates) and the impact of the scenarios on the value of fund assets.

 Fundingcapital risk¡The risk of a mismatch between assets and liabilities, leading to funding difficulties, is assessed. Businesses will apply scenario variables to forecasts of customer loansforecast the Group’s capital, liquidity and advancesIRRBB requirements under stress and deposits levels, taking into accountreview proposed management actions to mitigate the impact of the stress which may impact business volumes. The Group funding requirement under stress is then estimated and takes into account lower availability of funds in the market.this stress.

¡Treasury and Capital Risk  

  Interest rate risk in the banking book (IRRBB):IRRBB is assessed by considering:

The analysis of fundingtreasury and capital risk also contributes to the estimate of stressed income and costs:

  

Stress impact onnon-interest income is primarily driven by lower projected business volumes and hence lower income from fees and commissions.commissions

  

Impact on net interest income is driven by stressed margins, which depend on the level of interest rates under stress as well as funding costs, and on stressed balance sheet volumes. This can be partly mitigated by management actions that may include repricing of variable rate products, taking into account interbank lending rates under stress.stress

  

The impact on costs is mainly driven by business volumes and management actions to partly offset profit reductions (due to impairment increases and decreases in income) such as headcount reductions and lower performance costs.

Operational  Capital risk:Capital risk conductis assessed by taking all modelled risk impacts as part of the stress test (as listed above) into consideration when assessing Barclays’ ability to withstand a severe stress. The stressed results are considered against internally agreed risk appetite levels but also regulatory minima and reputationperceived market expectations. The MTP can only be agreed by the Board if this is within the agreed risk appetite levels under stress.

  The IAS19 position of pension funds is also stressed as part of the capital risk assessment, taking into account key economic drivers impacting future obligations (e.g. long-term inflation and interest rates) and the impact of the scenarios on the value of fund assets.

Liquidity risk:Liquidity risk is assessed by the internal liquidity risk metric (LRA), which analyses specific liquidity risk drivers such as wholesale funding and contingent funding needs based on the below scenarios:

–  Barclays idiosyncratic liquidity scenario: Barclays faces a loss of market confidence while the market overall is not impacted

–  Market wide liquidity stress scenario: All financial institutions are impacted by a market wide loss of confidence

–  Combined liquidity stress scenario: A simultaneous Barclays idiosyncratic and market liquidity stress scenario

–  Long term liquidity stress scenario: Barclays is unable for a prolonged period of time to access the capital market on a regular basis.

     ¡Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    307


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

Summary of methodologies for Group-wide stress testing by risk type continued
Principal RiskStress testing approach
Operational risk  These Principal Risks are generally not impacted as they are not directly linked to the economic scenario. Note that operational risk, however, is included as

  As part of the reverse stress testing framework, that incorporatesoperational risk scenarios are performed to include the assessment of extreme impacts arising from idiosyncratic operational risk events.losses

Model risk  

  IVU reviews the models and assumptions used in the MTP and may request the application of overlays to address model deficiencies.

Conduct risk  

  Redress/Remediation: Businesses review existing provisions and include additional provisions in MTP if required.

  

Management  Litigation: Irrespective of operationalwhether a provision had been recognised, stress projections of future losses for conduct risk matters managed by legal are estimated by exercising expert judgment on a case by case basis (material matters) or on a portfolio basis(non-material matters) on accordance with the methodology provided by regulators (EBA, PRA).

Reputation risk

  Reputation risk is described on pagenot quantified or stressed.379

Legal risk  Management of conduct

  Legal risk is described on page 390

Management of reputation risk is described on page 388

not quantified or stressed.

The role of stress testing as input to businesses’ plans and setting of strategy is described in more detail in

In 2017, the section below. The results also feed into our internal capital adequacy assessment process (ICAAP) submission to the PRA.

|  349


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

The H2 2014 Group-wide stress testing exercise was run as part of the 2014 MTP process, Thewhere the Group assessed the impact of a modelled severean “Adverse” global stress scenario with both a ‘low’ and ‘high’ interest rates variant. The results show that overall the Group’s profit before tax remains positive under both interest rate variants, with the Group remaining well capitalised above the required regulatory minimum level.

Regulatory stress testing

In addition to running internal Group-wide stress tests (e.g. as part ofrecession scenario. This was used for the MTP process described above), the Group also runs regulatory stress tests.

In 2014, Barclays participated in the European Banking Authority (EBA) stress test across 123 EU banks. The stress test was designed to assess the resilience of EU banks based on a common set of risks (e.g. creditRisk Review and market risk sovereign risk) under an EBA-defined adverse macroeconomic scenario. Detailed results of the EBA stress test were published in October and support the EBA’s aim for increased transparency into EU banks’ balance sheets.

Additionally in 2014, the PRA for the first time ran annual concurrent stress testing on the major UK banks, as part of the Bank of England’s new stress testing framework. This was based on the PRA ‘UK Variant’ scenario, which included a more severe stress on the UK relative to the EBA test (e.g. c. 34% cumulative fall in UK house prices in the PRA test). The Bank of England (BoE) stress test results were published in December 2014.

Overall, the results of both the EBA and BoE stress tests support the Group’s internal view that it is well placed to withstand severe economic stress.

Reverse stress testingappetite setting process.

The Group-wide stress testing framework also includes reverse stress testing techniques, which aim to identify the circumstances under which the Group’s business model would no longer be viable, leading to a significant change in business strategy.strategy and to the identification of appropriate mitigating actions. Examples include extreme macroeconomic downturn (‘severely adverse’) scenarios, such as a break-up of the Eurozone, or specific idiosyncratic events, covering both operational risk and capital/liquidity events.

Reverse stress testing is used to help support ongoing risk management and is fully integrated intoan input to our risk appetite framework. Reverse stress testing methodology includes identifying tail risks associated with specific low likelihood circumstances, and identifying appropriate mitigating actions. For example, the approach for managing Eurozone peripheral risks was informed by the results of the reverse stress testing assessment run in 2010.Recovery Planning process.

Business and risk type specific stress tests

Stress testing techniques at portfolio and product level are also used to support risk management. For example, portfolio management in the US cards business employs stressed assumptions of loss rates to determine profitability hurdles for new accounts. In the UK mortgage business, affordability thresholds incorporate stressed estimates of interest rates. In the Corporate and Investment Bank, global scenario testing is used to gauge potential losses that could arise in conditions of extremea severe but plausible market stress. Stress testing is also conducted on positions in particular asset classes, including interest rates, commodities, equities, credit and foreign exchange.

Regulatory stress testing

In addition to running internal Group-wide stress tests, the Group also runs regulatory stress tests.

In 2017, the PRA ran its annual concurrent stress testing of the major UK banks, which was based on the Bank of England (BoE) stress scenario. The results of the stress test were published in November 2017, and support the BoE’s aim for increased transparency as part of its stress testing framework.

The Group is also subject to stress testing bynon-UK regulators, which are typically focused at the local legal entity level. This includes the Federal Reserve CCAR process, which will be run in 2018.

Risk management in the setting of strategy

The planning cycle is centred onrisk appetite and (internal) stress testing processes described above form the MTP process,basis of the risk review of the Medium Term Plan (MTP), performed annually. ThisThe MTP embeds the Group’s objectives into detailed business plans which taketaking into account the likely business and macroeconomic environment. The strategy is informed by a detailedthe risk assessment of the plans,review process, which includes reviewing the firms’Group’s risk profile and setting of risk appetite.

  The BFRC has overall responsibility for reviewing the Group’s risk profile and making appropriate recommendations to the Board. The Board is ultimately responsible for approving the MTP and the Group’s risk appetite.

The planning cycle is summarised in the diagram below, and shows that the detailed risk assessment of the plans is an integral part of the MTP process. In particular, the risk appetite process ensures that senior management and the Board understand the MTP’s sensitivities to key risk types, and includes a set of limits to ensure the Group stays within appetite. Additionally, stress testing informs management of the impact to the business of adverse macroeconomic scenarios and potential management actions that could be taken to mitigate the impact of stress. The role of risk management in the setting of strategy is further described below.

Plan

Businesses prepare detailed business plans as part of the MTP process. A key component of this process is the businesses’ internal risk assessment, which combines running statistical models e.g. to calculate forecast impairments over the period of the plan, and risk subject matter expert judgement. The risk teams work closely with other functions within their businesses to inform the business plans.

Businesses are required to assess each of their portfolios and all Principal Risks (as relevant to their business) when preparing their business plans, and prepare detailed documentation, providing key risk metrics such as projected LLRs by portfolio. As part of their internal risk assessment, businesses provide performance of their business plans under ‘Through-the-Cycle’ (TTC), ‘1 in 7’ and ‘1 in 25’ scenarios, which defines the proposed risk appetite reflected in their plans and feeds into the setting of risk appetite for the Group.

Additionally, businesses assess the performance of their business plans under stress, based on ‘severe, but plausible’ macroeconomic scenarios provided by risk which are set in collaboration with business economists and agreed with the BFRC at the start of the process. As part of their stress test assessment, businesses are required to identify and document management actions that would be taken to mitigate the impact of stress, such as cost reductions and increased collections activity to reduce impairments.

Within the businesses, there is detailed risk review of the business plans, involving senior risk managers, with business CROs required to sign off on the risk profile of the plans, including the risk appetite and stress testing assessments described above. The results of businesses’ internal risk assessment and corresponding detailed documentation forms the basis for discussion for the risk review process and setting of risk appetite for the Group, outlined below.

The planning cycle

LOGO

350  |


Barclays’ approach to managing risks

Risk management strategy, governance and risk culture

Evaluate

Following submissions by businesses of their MTP business plans, there is a detailed review process led by the central risk team. This includes a robust review and challenge of businesses plans to ensure that the financial projections are internally consistent, value creating, achievable given risk management capabilities (e.g. supported by appropriate risk infrastructure) and that they present a suitable balance between risk and reward. The risk review process is informed by the detailed documentation provided by businesses, which forms the basis for discussion. The format and content of the documentation is pre-agreed to ensure sufficient information is provided to allow a detailed and comprehensive risk review.

The risk review process includes review of the proposed risk appetite by the business, including assessment of business plans under stress which is used to supportinform the MTP.

  If the businessesbusiness’ plans entail too high a level of risk, management willcan challenge businesses’ plans.them. This assessment is based on a comparison of businessesthe businesses’ own risk appetite assessment reflected in their business plans (‘(‘bottom-up’ risk appetite) with the central risk team’s view (‘(‘top-down’ risk appetite) based on the expected risk appetitefinancial constraints set by the Board for the Group.

  Businesses may be asked to update their business plans to ensureuntil thebottom-up risk appetite is withintop-down appetite.

The risk review process There is also includes assessment of businesses’ plans under stress. This includesa detailed review of both the stressed estimates (e.g. impairments) and the methodology used to translate the economic scenario to these stressed estimates. There is also a detailed review ofestimates, as well as the management actions that are included in businesses stress testthe business’ results to ensureverify that these are appropriate and realistic in a stressed environment.

Risk review meetings are held with the CEO, CFO, CRO and Treasurer of each business, where the senior management of the businessthey present their business plans to the Group CRO and the findings from the risk reviews are discussed, including the risk appetite proposals and stress testing results. Businesses may be required to change their business plans as a result of these meetings.

Respond

Following detailedThe BRC has overall responsibility for reviewing the Group’s risk review of businesses plans, the central risk team will recommendprofile and making appropriate recommendations to the BFRCBoard. The Board is ultimately responsible for approval byapproving the MTP and the Group’s risk appetite. The risk appetite process allows senior management and the Board an appropriateto understand the MTP’s sensitivities by risk type, and includes a set of limits to help the Group stay within it risk appetite, for the Group, taking into account businesses ‘bottom-up’ risk appetite assessment and stress testing results. The setting of risk appetite is divided into two key elements: ‘financial volatility’ and ‘mandate and scale’, defined above on page 347 & 348. Based on the agreed risk appetite, limits are reviewed for appropriateness by the central risk team, as outlined below, and recommended to the BFRC.

Financial Volatility Allocation

The Group level loss appetite limit across principal financial risks is set by the Board as part of the annual setting of Risk Appetite. To further embed the risk appetite framework, loss appetite limits for a severe downturn scenario (1 in 25) are allocated to business level. The allocation is consistent with the annual financial volatility review and based on an agreed and repeatable monitoring measure.

Mandate and scale

Mandate and scale limits are set at Group or business level.

¡Group limits are approved by the appropriate risk committee (e.g. Wholesale Credit Risk Management Committee) and are subject to additional escalation and governance requirements; and

¡Business limits are approved by the relevant business risk team and reportable to the relevant risk committee.

Limits reflect the nature of the risk being managed and controlled and are measured by total financing limits, LGD, stress loss or other metrics as appropriate. There is explicit identification of the exposures that are captured by limits and any material exclusion must be agreed. Limits are reviewed at least annually. The factors taken into consideration when setting the limit will include:

¡Group Risk Appetite;

¡Current exposure / MTP forecasts;

¡Risk return considerations; and,

¡Senior risk management judgement.

Mandate and scale limits are split between three types:

¡Caps: Hard limit, set to limit concentration to a live portfolio or risk;

¡Run off ceilings: Set to monitor legacy positions being managed down over time; and,

¡Triggers for discussion: Threshold set as trigger for follow up/ investigation.

Monitor

Financial volatility

The loss appetite allocation to businesses is tracked using an agreed and repeatable monitoring measure. The percentage utilisation of appetite is a risk metric that is part of the business Balanced Scorecard. Appetite utilisation monitoring is reported to the BFRC on a quarterly basis. Breaches must be approved and remedial actions mandated.

Mandate and scale

The limit excess process includes the following key points:

¡Businesses must have adequate processes in place to monitor limit caps to avoid excesses;

¡All excesses must be reported to the central risk team within 24 hours;

¡Credit applications that would cause or increase an excess can only be approved once the limit cap is increased; and

¡A remediation plan must be put in place.

A limit breach will have occurred if a limit goes into excess without being authorised by the relevant authority; or where the limit excess process is not adhered to unless the policy or terms of the limit allows for temporary excess.

Stress testing

Stress testing is also used as part of the risk monitoring framework. For example, the stress testing results inform the retail early warning indicator framework which is designed to trigger actions that would be taken to mitigate the impact of stress.described above.

 

 

308    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  351


Barclays’ approach to managing risks

Management of credit risk

Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

This section discusses the organisation specific to the management of credit risks, and provides details of the

calculation of risk weighted assets under the Internal Ratings

Based approach of the Basel framework.

 

¡

Pages 353 to362310 to 317 cover the aspects of the Group’s risk management framework specific to credit risk, including committees and the Group reporting structurestructure.

 

  As 61% of our regulatory capital is for credit risk, we devote pages 318 to 325 to detailing how we approach the internal ratings models, and how the framework supports risk differentiation and management.

 

 

 

352  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    309


Barclays’ approach to managing risks

Management of credit risk

Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

    

 

Credit risk management

The risk of suffering financial loss should anyto the firm from the failure of the Group’sclients, customers clients or market counterparties, failincluding sovereigns, to fulfilfully honour their contractual obligations to the Group.firm, including the whole and timely payment of principal, interest, collateral and other receivables.

Overview

The granting of credit is one of the Group’s major sources of income and, as a significant risk, the Group dedicates considerable resources to its control. The credit risk that the Group faces arises mainly from wholesale and retail loans and advances together with the counterparty credit risk arising from derivative contracts entered into with clients. This is demonstrated by the impairment charge analysis chart. Other sources of credit risk arise from trading activities, including: debt securities, settlement balances with market counterparties, available for sale assets and reverse repurchase loans.

Credit risk management objectives are to:

 

¡ Maintainmaintain a framework of controls to ensureenable credit risk-taking isrisk taking to be based on sound credit risk management principles;

 

¡ Identify,identify, assess and measure credit risk clearly and accurately across the Group and within each separate business, from the level of individual facilities up to the total portfolio;

 

¡ Controlcontrol and plan credit risk-taking in line with external stakeholder expectations and avoiding undesirable concentrations;

 

¡ Monitormonitor credit risk and adherence to agreed controls; and

 

¡ Ensure thatenable risk-reward objectives areto be met.

Total credit impairment charge and other provisions – Dec 14
(£2,168m)

2014
LOGO

1

2

3

Wholesale Loans & advances

AFS and Reserve Repos

Retail Loans & Advances

£312m

£36m release

£1,892m*

*Includes charges against contingent liabilities and guarantees

Organisation and structure

LOGO

Wholesale and retail portfolios are managed separately to reflect the differing nature of the assets; wholesale balances tend to be larger and are managed on an individual basis, while retail balances are larger in number but smaller in value and are, therefore, managed on a homogenoushomogeneous portfolio basis.

Responsibilities of creditCredit risk management hasresponsibilities have been structured so that decisions are taken as close as possible to the business, while ensuringenforcing robust review and challenge of performance, risk infrastructure and strategic plans. The credit risk management teams in each business are accountable to the relevant business Chief Risk OfficerBusiness CRO who, in turn, reports to the Group CRO.

Roles and responsibilities

The responsibilities of the credit risk management teams in the businesses, the sanctioning team and other shared services include: sanctioning new credit agreements (principally wholesale); setting the policies for approval of transactions (principally retail); setting risk appetite; monitoring risk against limits and other parameters; maintaining robust processes, data gathering, quality, storage and reporting methods for effective credit risk management; for wholesale portfolios performing effective

turnaround and workout scenarios for wholesale portfolios via dedicated restructuring and recoveries teams; for retail portfolios maintaining robust collections and recovery processes/units;units for retail portfolios; and review and validation of credit risk measurement models.

For wholesale portfolios, credit risk approval is undertaken by experienced credit risk professionals operating within a clearly defined delegated authority framework, with only the most senior credit officers entrusted with the higher levels of delegated authority.

The largest credit exposures, which are approved atoutside the Risk Sanctioning Unit or Risk Distribution Committee authority require the support of the Group Senior Credit Committee whichOfficers (GSCOs), the Group’s most senior credit risk sanctioners. For exposures in excess of the GSCOs’ authority, approval by Group CRO is managed by the central risk function.required. In the wholesale portfolios, credit risk managers are organised in sanctioning teams by geography, industry and/or product.

The role of the Central Risk function is to provide Group-wide direction, oversight and challenge of credit risk-taking. Central riskRisk sets the Credit Risk Control Framework, which provides athe structure within which credit risk is managed, together with supporting credit risk policies.

|  353


Barclays’ approach to managing risks

Management of credit risk

Reporting

The Group dedicates considerable resources to gaining a clear and accurate understanding of credit risk across the business and ensuring that its balance sheetto correctly reflectsreflecting the value of the assets in its balance sheet in accordance with applicable accounting principles. This process can be summarised in five broad stages:

 

¡ Measuringmeasuring exposures and concentrations;concentrations

 

¡ Monitoringmonitoring performance and asset quality;quality

 

¡ Monitoringmonitoring for weaknesses in portfolios;portfolios

 

¡ Raisingraising allowances for impairment and other credit provisions; andprovisions

 

¡ Returningreturning assets to a performing status or writing off assets when the whole or part of a debt is considered irrecoverable.

Measuring exposures and concentrations

Loans and advances to customers provide the principal source of credit risk to the Group although it canis also be exposed to other forms of credit risk through, for example, loans and advances to banks, loan commitments and debt securities. Risk management policies and processes are designed to identify and analyse risk, to set appropriate risk appetite, limits and controls, and to monitor the risks and adherence to limits by means of reliable and timely data.

LOGO

310    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Loan loss rate (bps) – longer-term trends

LOGO

Notes

aRestated to reflect the impact of IFRS10, which results in some former Exit Quadrant exposures being recorded at fair value from 2012 onwards.
b2015, 2016, 2017 figures exclude Africa.

One area of particular review is concentration risk. A concentration of credit risk exists when a number of counterparties or customers are engaged in similar activities or geographies, and have similar

economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic and other conditions. As a result, the Group constantly reviews its concentration in a number of areas including, for example, geography, maturity and industry.

Mandate and scale limits are used to maintain concentrations at appropriate levels, which are aligned with the businesses’business’ stated Risk Appetite.risk appetite. Limits are typically based on the nature of the lending and the amount of the portfolio meeting certain standards of underwriting criteria. Diversification, to reduce concentration risk, is achieved through setting maximum exposure guidelineslimits to individual counterparties.counterparties’ exposures. Excesses are reported to the BFRC.BRC.

Monitoring performance and asset quality

Trends in the quality of the Group’s loan portfolio are monitored in a number of ways including by way of:tracking loan loss rate and coverage ratios.

Loan loss rate

The loan loss rate (LLR) provides a way of consistently monitoring trends in loan portfolio quality at the Group, business and product levels. The LLR represents the annualised impairment charges on loans and advances to customers and banks and other credit provisions as a percentage of the total period-end loans and advances to customers and banks, gross of impairment allowances. Details of the LLR for the current period may be found in the Credit Risk ReviewPerformance section on page 117.

Loan loss rate (bps) – Longer term trends

LOGO

a Restated capital to reflect the impact of IFRS10, which results in some former Exit Quadrant exposures being recorded at fair value from 2012 onwards

From a full year peak of 156bps at 31 December 2009, the LLR has been on an improving trend. By the end of 2011, the LLR of 77bps had returned to pre-crisis levels and was lower than the long-term average. The LLR has continued to fall during 2012 to 2014 and now stands at 46bps.96.

Coverage ratios

The impairment allowance is the aggregate of the identified and unidentified impairment (UI) balances. Impairment allowance coverage, or the coverage ratio, is reported at two levels:

 

¡ Creditcredit risk loans (CRLs) coverage ratio, calculated as impairment allowances as a percentage of CRL balances; andbalances

 

¡ Potentialpotential credit risk loans coverage ratio (impairment allowances as a percentage of total CRL and Potential Problem LoanPPL balances).

See identifying potential credit risk loans on page 357 for more information for the criteria for these categories.

 

354  |LOGO

 See identifying potential credit risk

 loans on page 313 for more

 information for the criteria for these

 categories.

LOGO

Notes

aSome Non-core related exposures are not reported as CRLs following the introduction of IFRS10, which accounts for these balances at fair value.
b
All historical figures exclude BAGL.


Barclays’ approach to managing risks

Management of credit risk

CRL coverage

LOGO

Note: Some non-core exposures are not reported as CRLs following the introduction of IFRS10, which accounts for these balances at fair value

Appropriate coverage ratios will vary according to the type of product but can be broadly shown to have typical severity rates based upon historic analysis:

¡Secured retail home loans: 5%-25%

¡Credit cards, unsecured and other personal lending products: 65%-80%

¡Corporate facilities: 30%-50%.

CRL coverage ratios would therefore be expected to be at or around these levels over a defined period of time.

product. In principle, a number of factors may affect the Group’s overall coverage ratios, including:

The mix of products within total CRL balances:coverage ratios will tend to be lower when there is a high proportion of secured retailRetail and corporate balances within total CRLs. This is due to the fact that the recovery outlook on these types of exposures is typically higher than retailRetail unsecured products, with the result that they will have lower impairment requirements;requirements.

The stage in the economic cycle: coverage ratios will tend to be lower in the earlier stages of deterioration in credit conditions. At this stage, retailRetail delinquent balances will be predominantly in the early delinquency cycles and corporate names will have only recently moved to CRL categories. As such balances attract a lower impairment requirement, the CRL coverage ratio will be lower;lower.

The balance of PPLs to CRLs: the impairment requirements for PPLs are lower than for CRLs, so the greater the proportion of PPLs, the lower the PCRL coverage ratio; andratio.

Write-off policies:the speed with which defaulted assets are written off will affect coverage ratios. The more quickly assets are written off, the lower the ratios will be, since stock with 100% coverage will tend to roll out of PCRL categories more quickly.

Details of the coverage ratios for the current period are shown in the above chart and may be found in the Risk Reviewanalysis of loans and advances and impairment section onat page 141.105.

 

 

|  355
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    311


Barclays’ approach to managing risks

Management of credit risk

Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

 

 

LOGO

Monitoring weaknesses in portfolios

While the basic principles for monitoring weaknesses in wholesaleWholesale and retailRetail exposures are broadly similar, they reflect the differing nature of the assets. As a matter of policy, all facilities granted to corporate or wholesaleWholesale counterparties are subject to a review on, at least, an annual basis, even when they are performing satisfactorily.

LOGO

Wholesale portfoliosaportfolios*

Within the wholesaleWholesale portfolios, the Basel definitions of default are used as default indicators which have been aligned to the IAS 39 objective evidence of impairment. A default is triggered if individual identified impairment is recognised. Group definitions of default used are:

 

¡ Bankbank puts the credit obligation on a non-accrued status;status

 

¡ Bankbank makes a charge-off or account specific identified impairment resulting from a significant perceived decline in credit quality;quality

 

¡ Bankbank sells the credit obligation at a material credit-related economic loss;loss

 

¡ Bankbank consents to a distressed restructuring of the credit obligation where this is likely to result in a diminished financial obligation caused by the material forgiveness or postponement of principal, interest or fees;fees

 

¡ Bankbank triggers a petition for obligor’s bankruptcy or similar order;order

 

¡ Bankbank becomes aware of the obligor having sought or having been placed in bankruptcy or similar protection where this would avoid or delay repayment of the credit obligation to the banking group;group

¡ Bankbank becomes aware of an acceleration of an obligation by a firm;firm

 

¡ Wherewhere the obligor is a bank – revocation of authorisation;authorisation

 

¡ Wherewhere the obligor is a sovereign – trigger of default definition of an approved External Credit Assessment Institution (ECAI) such as a rating agency; andagency

 

¡ Obligorobligor past due more than 90 days on any material credit obligation to the Group.

Note:

aIncludes certain Business Banking facilities which are recorded as Retail for management purposes

Wholesale accounts that are deemed to contain heightened levels of risk are recorded on graded early warning lists (EWL) or watchlists (WL) comprising threefour categories graded in line with the perceived severity of the risk attached to the lending, and its probability of default. Examples of heightened levels of risk may include, for example:

 

¡ Aa material reduction in profits;profits

 

¡ Aa material reduction in the value of collateral held;held

 

¡ Aa decline in net tangible assets in circumstances which are not satisfactorily explained; orexplained

 

¡ Periodicperiodic waiver requests or changes to the terms of the credit agreement over an extended period of time.

These lists are updated monthly and circulated to the relevant risk control points. Once an account has been placed on WL, or EWL, the exposure is monitored and, where appropriate, exposure reductions are effected. Should an account become impaired, it will normally, but not necessarily, have passed through each of the threefour categories, which reflectreflects the need for increasing caution and control. While all counterparties, regardless of financial health, are subject to a full review of

all facilities on at least an annual basis, more frequent interim reviews may be undertaken should circumstances dictate. Specialist recovery functions deal with counterparties in higher levels of EWL or WL, default, collection or insolvency. Their mandate is to maximise shareholder value, ideally via working intensively with the counterparty to help them to either return to financial health or, in the cases of insolvency, obtain the orderly and timely recovery of impaired debts. Where a counterparty’s financial health gives grounds for concern, it is immediately placed into the appropriate category.

Retail portfolios

Within the retailRetail portfolios, which tend to comprise homogeneous assets, statistical techniques more readily allow potential credit weaknesses to be monitored on a portfolio basis. The approach is consistent with the Group’s policy of raising a collective impairment allowance as soon as objective evidence of impairment is identified. Retail accounts can be classified according to specified categories of arrears status (or 30 day cycle), which reflects the level of contractual payments which are overdue. An outstanding balance is deemed to be delinquent when it is one day or one penny“one penny” down and goes into default when it moves into recovery, normally 180 days. Impairment is considered at all stages of the customer’s outstanding obligations.

356  |


Barclays’ approach to managing risks

Management of credit risk

The probability of default increases with the number of contractual payments missed, thus raising the associated impairment requirement.

Once a loan has passed through a prescribed number of cycles, (normally six),normally six, it will charge-offbe

*Includes certain Business Banking facilities which are recorded as Retail for management purposes.

312    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

charged-off and enter recovery status. Charge-off refers to the point in time when collections activity changes from the collection of arrears to the recovery of the full balance. In most cases, charge-off will result in the account moving to a legal recovery function or debt sale. This will typically occur after an account has been treated by a collections function. However, in certain cases, an account may be charged off directly from a performing status, such as in the case of insolvency or death.

The timings of the charge-off points are established based on the type of loan. For the majority of products, the standard period for charging off accounts is six cycles (180 days past due date of contractual obligation). Early charge-off points are prescribed for unsecured assets. For example, in casecases of customer bankruptcy or insolvency, associated accounts are charged off within 60 days of notification.

Identifying potential credit risk loans

The Group reports potentially and actually impaired loans as PCRLs. PCRLs compriseunder two categories of loans:categories: PPLs and CRLs.

PPLs are loans that are currently complyingcomply with repayment terms but where serious doubt exists as to the ability of the borrower to continue to comply with such terms in the near future. If the credit quality of a wholesaleWholesale loan on an EWL ora WL deteriorates to the highest category, or a retailRetail loan deteriorates to delinquency cycle 2, consideration is given to including it within the PPL category.

Should further evidence of deterioration be observed, a loan may move to the CRL category. Events that would trigger the transfer of a loan from the PPL to the CRL category include a missed payment or a breach of covenant. CRLs comprise three classes of loans:

Impaired loans:loans comprise loans where an individually identified impairment allowance has been raised and also include loans which are fully collateralised or where indebtedness has already been written down to the expected realisable value. This category includes all retailRetail loans that have been charged off to legal recovery. The category may include loans, which, while impaired, are still performing;performing.

Accruing past due 90 days or more: comprises loans that are 90 days or more past due with respect to principal or interest. An impairment allowance will be raised against these loans if the expected cash flows discounted at the effective interest rate are less than the carrying value; andvalue.

Impaired and restructured loans: comprises loans not included above where, for economic or legal reasons related to the debtor’s financial difficulties, a concession has been granted to the debtor that would not otherwise be considered. Where the concession results in the expected cash flows discounted at the effective interest rate being less than the loan’s carrying value, an impairment allowance will be raised. See Forbearance and other concession programmes below for more detail.

Allowances for impairment and other credit provisions

The Group establishes, through charges against profit, impairment allowances and other credit provisions for the incurred loss inherent in the lending book. Under IFRS, impairment allowances are recognised where there is objective evidence of impairment as a result of one or more loss events that have occurred after initial recognition, and where these events have had an impact on the estimated future cash flows of the financial asset or portfolio of financial assets. Impairment of loans and receivables is measured as the difference between the carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. If the carrying amount is less than the discounted cash flows, then no further allowance is necessary.

As one of the controls to ensure that adequate impairment allowances are held, movementsMovements in impairment to individual names with a total impairment allowance of £25m£10m or more are presented to the Group’s most senior Credit CommitteeGSCOs for agreement, and of £10m-£25m to the Credit Committee Chair for his agreement.approval.

Individually assessed impairment

Impairment allowances are measured individually for assets that are individually significant, and collectively where a portfolio comprises homogenoushomogeneous assets and where appropriate statistical techniques are available. In terms of individual assessment, the principal trigger point for impairment is the missing of a contractual payment which is evidence that an account is exhibiting serious financial problems, and where any further deterioration is likely to lead to failure. Details of other trigger points can be found above. Two key inputs to the cash flow calculation are the valuation of all security and collateral, as well as the timing of all asset realisations, after allowing for all attendant costs. This method applies mainly in the wholesaleWholesale portfolios.

Collectively assessed impairment

For collective assessment, the principal trigger point for impairment is the missing of a contractual payment, which is the policy consistently adopted across all credit cards, unsecured loans, mortgages and most other retailRetail lending. The calculation methodology relies on the historical experience of pools of similar assets; hence the impairment allowance is collective. The impairment calculation is typically based on a roll-rate approach, where the percentage of assets that move from the initial delinquency to default is derived from statistical probabilities based on historical experience. Recovery amounts are calculated using a weighted average for the relevant portfolio. This method applies mainly to the retailRetail portfolios and is consistent with Group policy of raising an allowance as soon as impairment is identified. Unidentified impairment is also included in collective impairment.

|  357


Barclays’ approach to managing risks

Management of credit risk

Impairment for losses incurred but not specifically indentifiedidentified

Unidentified impairment allowances are also raised to cover losses which are judged to be incurred but not yet specifically identified in customer exposures at the balance sheet date, and which, therefore, have not been specifically reported. The incurred but not yet reported calculation is based on the asset’s probability of moving from the performing portfolio to being specifically identified as impaired within the given emergence period and then on to default within a specified period, termed as the outcome period. This is calculated on the present value of estimated future cash flows discounted at the financial asset’s effective interest rate. The emergence and outcome periods vary across products.

Wholesale portfolios

Impairment in the wholesaleWholesale portfolios is generally calculated by valuing each impaired asset on a case by case basis, i.e. on an individual assessment basis. A relatively small amount of wholesaleWholesale impairment relates to unidentified or collective impairment; in such cases, impairment is calculated using modelled Probability of Default (PD) x Loss Given Default (LGD) x Exposure at Default (EAD) adjusted for an emergence period.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    313


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Retail portfolios

For retailRetail portfolios, the impairment allowance is mainly assessed on a collective basis and is based on the drawn balances adjusted to take into account the likelihood of the customer defaulting at a particular point in time (PDpit) and the amount estimated as not recoverable (LGD). The basic calculation is:

Impairment allowance =

Total outstandings x PDpit x LGD

The PDpit increases with the number of contractual payments missed thus raising the associated impairment requirement.

In retail,Retail, the current policy also incorporates a high risk segment which is included in the unidentified impairment calculation. High risk segments are those which can be demonstrated to experience higher levels of loss when compared towithin the performing segment. This segmentation allows for earlier identification of potential loss in a portfolio. Unidentified impairment is also referred to as collective impairment. This is to reflect the impairment that is collectively held against a pool of assets where a loss event has occurred, but has not yet been captured.

Sensitivity of the impairment to key assumptions

Wholesale portfolios

Impairment in the wholesaleWholesale portfolios is generally calculated by valuing each impaired asset on a case by case basis, and is not therefore primarily model-driven. As such, the key assumptions that would have the most impact on impairment provisions in the wholesaleWholesale portfolios are the valuations placed upon security and collateral held and the timing of asset realisations.

When calculating impairment, estimated future cash flows are discounted at the financial asset’s original effective interest rate. At present, in wholesaleWholesale portfolios, the impact of discounting is relatively small in itself but would rise with reference rates. In addition, to the extent that a rise in interest rates impacted upon economic growth and/or serviceability of wholesaleWholesale clients and customers, this would be expected to feed through in future impairment numbers.

In 2014, key judgements were made on a number of identified cases within Investment Bank, Corporate Banking and Wealth and Investment Management.

Retail portfolios

For retailRetail portfolios, impairment is calculated predominantly using models. The models are developed using historical data and include explicit and implicit assumptions such as debt sale estimates, house price valuations and the distribution of accounts. Model monitoring and validation are undertaken regularly, at least annually, to ensuremake sure that models are fit for purpose. Further to this, the Group accounts for the impact of changes in the economic environment and lags resulting from the design of the models to ensureenable overall impairment adequacy. See Management adjustments to Models for Impairment on page 142

114 for more information on key management judgements in 2014.2017. See Stressstress testing (page348) 306) for further information.

Emergence and Outcome Periodsoutcome periods

To develop models to calculate the allowance for impairment it is first necessary to estimate the time horizons of these models. These time horizons are called the emergence and outcome periods. Emergence period isrelates to the time period between thea loss event occurring and that event becoming apparent via the date that impairmentaccount becoming delinquent and attracting identified impairment. Outcome is identified, i.e. move froman analytically derived period taken to capture lifetime defaults associated with the performing to the impaired segment. Outcome period is the time it takes for a retail account to move from the impaired segment to the default segment.observed loss event.

ThisThe application of this methodology ensuresmeans that the Group captures the loss incurred at the correct balance sheet date. These impairment allowances are reviewed and adjusted at least quarterly by an appropriate charge or release of the stock of impairment allowances based on statistical analysis and management judgement. Where appropriate, the accuracy of this analysis is periodically assessed against actual losses. For further detail, see modelling of risk on pages 318 to 325.

Wholesale portfolios

For wholesale portfolios inthe Corporate Banking and the Investment Bank portfolios, the emergence period is portfolio specific and is based on the anticipated length of time from the occurrence of a loss event to identified impairment being incurred. The emergence period in Corporate Banking is derived from actual case file review. This has also beenis periodically benchmarked against the time taken to move between risk grades in internal watch lists,watchlists, from EWL1WL1 or 2 into EWL3WL3, which is the level of risk that will attract a collective impairment allowance. Both methodologies produce similar results for the emergence period, which is currently six months; this was increased from three months duringmonths. Within Corporate Banking, post model adjustments can be made to increase the year based on case file reviews, data and influenced byemergence period for certain industry sectors to reflect, for example, a benign economy and low interest rate conditions.environment. The average life of the Investment Bank portfolio is estimated to be 18 months, during which time the Investment Bank is exposed to losses on the portfolio. However, it is expected that incurred losses would become apparent within six months, therefore the Investment Bank usealso uses a six-month emergence period.

Retail portfolios

For retail portfolios, minimumDuring 2017, the Retail Impairment Policy was strengthened and required enhancements to modelling approaches to both emergence periods and outcome periods are definedacross the credit card portfolios, notably UK and US. Emergence periods at a product level. Emergence and outcome periods at 31 December 2014 for the main retail productslevel, are as shown in the table below:below.

 

 

Emergence and outcome periods   

 

  Product type   Emergence
period
(months)
 Outcome  
period  
(months)  

 

Mortgages

 6    12  

Credit cards

 3    6  

Personal loans, overdrafts and other secured loans

 3    6  

Business banking arrears managed commercial mortgages

 6    12  

Business banking arrears managed non-commercial mortgages

 3    6  

Business banking EWL managed

 6    12  

Mortgages under forbearance

 n/a    24  

All unsecured products under forbearance

 n/a    12  

Business banking EWL managed under forbearance

 n/a    24  

 

Emergence periods 
    Emergence period (months) 
Product Type  2017   2016 
Credit cards   3-3.5    3-3.5 
Current Accounts   4    4 
Unsecured Loans   6    4 
Secured Loans   8    6 

OutcomeBusinesses undertake regular analysis, at least annually, to validate that the minimum emergence periods above continue to reflect the actual observed time between the occurrence of a loss event and entry to an impaired state, so that they remain appropriate and provide sufficient coverage of future losses.

Where any shortfalls are identified at a business or portfolio level, the prescribed minimum emergence periods are tested periodically (at least annually) againstincreased to reflect our most up-to-date experience of customer behaviour.

The final approved emergence periods are incorporated within the rates used as part of the overall Unidentified Impairment (UI) assessment, which now encompasses total outstanding balances on all accounts that are in order, and for which no identified impairment allowances are held.

Individual evidence based outcome periods are also derived at a business/portfolio level, businesses are required to capture lifetime defaults allowing consideration to cure rates and future events, subject to a minimum floor of 80%.

Final outcome periods adopted are re-evaluated on an annual basis so that they continue to reflect the actual time elapsing from the initial indication of potential default to the default event. When necessary, the outcome period is adjusted to reflect our most up-to-date experience of customer behaviour.

358  |


Barclays’ approach to managing risks

Management of credit risk

Returning assets to a performing status

Wholesale portfolios

In wholesaleWholesale portfolios, an account may only be returned to a performing status when it ceases to have any actual or perceived financial stress and no longer meets any of the EWL/WL criteria, or once facilities have been fully repaid or cancelled. Unless a facility is fully repaid or cancelled, the decision in Corporate Banking to return an account to performing status may only be taken by the credit risk team, while within the Investment Bank, the decision can only be taken by the Investment Bank WatchListBI Watch List Committee.

Retail portfolios

A retailRetail asset, pre-point of charge-off, may only be returned to a performing status in the following circumstances:

 

¡ Allall arrears (both capital and interest) have been cleared and payments have returned to original contractual payments;payments

 

¡ Forfor revolving products, a re-age event (see page 136) has occurred, when the customer is returned to an up-to-date status without having cleared the requisite level of arrears;arrears

 

¡314    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F For amortising products excluding residential mortgages, a small arrears capitalisation event has occurred, where the customer is returned to an up-to-date status without having cleared the requisite level of arrears; and


¡
 For

Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

for amortising products, which are performing on a programme of forbearance and meet the following criteria may be returned to the performing book classified as high riskaHigh Risk*:

 

 Nono interest rate concessions must have been granted;granted

 

 Restructurerestructure must remain within original product parameters (original term + extension); and

 

 Twelvetwelve consecutive payments at the revised contractual payment amount must have been received post the restructure event.

For residential mortgages, accounts may also be considered for rehabilitation post charge-off, where customer circumstances have changed. The customer must clear all unpaid capital and interest, and confirm their ability to meet full payments going forward.

Recovery units

Recovery units are responsible for exposures where deterioration of the counterparty/customer credit profile is severe, to the extent that timely or full recovery of exposure is considered unlikely and default has occurred or is likely in the short term. Recovery teams set and implement strategies to recover the Group’s exposure through realisation of assets and collateral, in co-operation with counterparties/customers and where this is not possible through insolvency and legal procedures.

In Wholesale, for a case to be transferred to a recovery unit, it must be in default and have ceased to actively trade or be in insolvency. In Retail, the timings of the charge-off points to recovery units are established based on the type of loan. For the majority of products, the standard period for charging off accounts is six missed contractual payments (180 days past due date of contractual obligation) unless a Forbearance programme is agreed. Early charge-off points are prescribed for unsecured assets. For example, in case of customer bankruptcy or insolvency, associated accounts are charged off within 60 days of notification. See recovery information included inAnalysis of Specific Portfolio and Asset Types section on page 126.106.

Foreclosures in process and properties in possession

Foreclosure is the process where the bank initiates legal action against a customer, with the intention of terminating the loan agreement whereby the bank may repossess the property subject to local law and recover amounts it is owed.owned. This process can be initiated by the bank independent of the impairment treatment and it is therefore possible that the foreclosure process may be initiated while the account is still in collections (delinquent) or in recoveries (post charge-off) where the customer has not agreed a satisfactory repayment schedule with the bank.

Properties in possession include properties held as ‘loans and advances to customers’ and properties held as ‘other real estate owned’.

Held as ‘loans’loans and advances to customers’ (UK and Italy) refers to the properties where the customer continues to retain legal title but where the bank has enforced the possession order as part of the foreclosure process to allow for the disposal of the asset, or the court has ordered the auction of the property.

Held as ‘other real estate owned’ (South Africa, Spain and Portugal) refers to properties where the bank has taken legal ownership of the title as a result of purchase at an auction or similar and treated as ‘other real estate owned’ within other assets on the bank’s balance sheet.

Writing off assets

Write-off refers to the point where it is determined that the asset is irrecoverable, it is no longer considered economically viable to try and recover the asset, it is deemed immaterial, or full and final settlement is reached and a shortfall remains. In the event of write-off, the customer balance is removed from the balance sheet and the impairment reserve held against the asset is released.

The timing and extent of write-offs may involve some element of subjective judgement. Nevertheless, a write-off will often be prompted by a specific event, such as the inception of insolvency proceedings or other formal recovery action, which makes it possible to establish that some or the entire advance is beyond realistic prospect of recovery. In any event, theThe position of impaired loans is also reviewed at least quarterly to ensuremake sure that irrecoverable advances are being written off in a prompt and orderly manner and in compliance with any local regulations.

For retailRetail portfolios, the timings of the write-off points are established based on the type of loan. For unsecured, assets in the recoveries book will be written-off if the required qualifying repayments are not made within a rolling twelve-month period. For secured loans, the shortfall after the receipt of the proceeds from the disposal of the collateral is written off within three months of that date if no repayment schedule has been agreed with the borrower. Such assets are only written off once all the necessary procedures have been completed and the amount of the loss has been determined.

Subsequent recoveries of amounts previously written off are written back and hence decrease the amount of the reported loan impairment charge in the income statement. In 2014,2017, total write-offs of impaired financial assets decreased 9%increased 6% to £3,037m (2013: £3,343m)£2.3bn (2016: £2.2bn).

Total write offswrite-offs of impaired financial assets (£m)

 

LOGOLOGO

 

Note:

aThe identification and subsequent treatment of up-to-date customers who, either through an event or observed behaviour exhibit potential financial difficulty. High Risk includes customers who have suffered recent financial dislocation, i.e. prior forbearance or re-age

|  359


Barclays’ approach to managing risks

Management of credit risk

Forbearance and other concession programmes

Forbearance programmes

Forbearance takes place when a concession is made on the contractual terms of a facility in response to an obligor’s financial difficulties. The Group offers forbearance programmes to assist customers and clients in financial difficulty through agreements that may include accepting less than contractual amounts due where financial distress would otherwise prevent satisfactory repayment within the original terms and conditions of the contract. These agreements may be initiated by the customer, the bank or a third party.

Forbearance programmes for wholesaleWholesale portfolios

The majority of Wholesale client relationships are individually managed, with lending decisions made with reference to specific circumstances and on bespoke terms.

Forbearance occurs when, for reasons relatingmeasures consist of concessions made towards a debtor that is experiencing or about to experience difficulties in meeting their financial commitments.

A concession is a sanctioned action, outside of market terms that is beneficial to the actualdebtor. The concession arises solely due to the financial distress of the debtor and the terms are more favourable than those which would be offered to a new or perceived financial difficulty of anexisting obligor a concession is granted below the Group’s current standard rates (i.e. lending criteria below the Group’s current lending terms), that would not otherwise be considered. This includes all troubled debt restructures granted below our standard rates.

Forbearance would typically be evident where the concession(s) agreed impact the ability to repay debt or avoid recognising a default with a lack of appropriate commercial balance andsimilar risk mitigation/structural enhancement of benefit to the Group in return for concession(s).

The following list is not exhaustive but provides some examples of instances that would typically be considered to be evidence of forbearance:profile. Concessions are represented by:

 

¡ A reduction of current contractual interest rate for the sole purpose of maintaining performing debt status with no other improvement to terms of benefitchange or alteration to the Group;previous terms and conditions of a contract,

 

¡ Non-enforcementA total or partial refinancing of a material covenant breach impactingtroubled debt contract.

The following are some examples of concessions which would be deemed forbearance (where granted to debtors in financial difficulties and outside of market terms):

A restructuring of the counterparty’s ability to repay;contractual terms of a credit facility (such as a reduction in the interest rate).

 

¡ Converting a fully or partially amortising facility to bullet repayment at maturity with no other improvement to terms of benefitAn extension to the Group for the sole purpose of avoiding a payment default due to customer’s inability to meet amortisation;maturity date.

 

¡ ExtensionChange to the collateral structure (typically resulting in maturity date for a project finance facility that gives an effective contractual term longer than the underlying project contract being financed; and,net reduction in collateral).

 

¡Favourable adjustment to covenants where repayment profile changes, or non-enforcement of material covenant breach.

Repayment in some form other than cash (e.g. equity).

Capitalisation of accrued interest.

 Any releaseother concession made which is designed to alleviate actual or apparent financial stress e.g. a capital repayment holiday.

*The identification and subsequent treatment of a material security interest without receiving appropriate value by way of repayment/ alternate security offeredup-to-date customers who, either through an event or other improvement in terms available to the Group commensurate with the value of the security released.observed behaviour exhibit potential financial difficulty. High Risk includes customers who have suffered recent financial dislocation, i.e. prior forbearance or re-age.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    315


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Where a concession is granted that is not a result of financial difficulty and/or is within our current market terms, the concession would not amount to forbearance. For example, a commercially balanced restructure within the Group’s current terms which involves the granting of concessions and receiving risk mitigation/structural enhancement of benefit to the Group would not be indicative of forbearance.

TheForbearance is not deemed to have occurred in the following list (not exhaustive) gives some examples of instances that would not typically be considered to be forbearance:situations:

 

¡ Temporary/permanent waivers/resetsThere is a pending maturity event anticipated at the onset of covenants agreed in line with our current terms;lending i.e. the loan was never structured to amortise to zero.

 

¡ Amending contractualA maturity extension or a temporary covenant waiver (e.g. short term standstill) is granted to meet current lending terms that results insupport a previously amortising facility having a bullet repayment as a consequenceperiod of shorter maturity date;negotiation, subject to the Group being satisfied that:

 

¡Equity/warrants taken to increase return to the Group without compromising contractual interest;debtor is actively pursuing refinancing or the sale of an asset enabling full repayment at expiry of the extended term

 

¡Extension of maturity date where the extensionno loss is within the normally granted terms for the type of facility in question; andanticipated

 

¡payments of interest and capital continues as originally scheduled,

there is a high probability of a successful outcome within a “reasonable” time scale (6 months for bilateral facilities, 9 months for multi-lender).

 Release of a material security interest where commensurate value is received by way of repayment/ other security offered.Immaterial amendments to lending terms are agreed, including changes to non-financial internal risk triggers that are only used for internal monitoring purposes.

Cases where a technical default may have occurred, the Group has decided to reserve its position but does not consider the default to be sufficient to impact the counterparty’s ability to pay, would not typically be considered forbearance (as the counterparty would continue to meet its payment obligations under existing terms).

The Problem Credits Policy requires that a permanent record is retained of all individual cases of forbearance, and upon granting forbearance the counterparty is placed on EWL or WL. The counterparty then remains on EWL or WL and is flagged as being in forbearance for a minimum of 12 months from the date forbearance is applied. Counterparties may be removed from EWL or WL status in less than 12 months in exceptional circumstances, e.g. full repayment of facilities or significant restructuring. Counterparties placed on EWL or WL status are subject to increased levels of credit risk oversight.

Counterparties who have been granted forbearance are classified as a Basel ‘unlikeliness’ to pay default for capital purposes with PD of 1 throughout the period that they remain classified as being in forbearance. This is on the basis that without intervention by the Group the counterparties are unlikely to meet their obligations in full which would lead to default.

Impairment is assessed on an individual basis and recognised where relevant impairment triggers have been reached including where counterparties are in arrears and require renegotiation of terms. Forbearance is considered to be an indicator that impairment may be present and an impairment test is performed for all cases placed in forbearance.

Given that these loans have already been assessed for impairment at the point of being classified as being in forbearance, the Group does not have additional procedures to evaluate the likelihood that these loans would default within the loss emergence and confirmation periods.

A control framework exists along with regular sampling to ensureso that policies for watchlistwatch list and impairment are enforced as defined and to ensure that all assets have suitable levels of impairment applied. Portfolios are subject to independent assessment.

Aggregate data for wholesaleWholesale forbearance cases is reviewed by the Wholesale Credit Risk Management Committee.

Forbearance programmes for retail portfolios

Retail forbearance is available to customers experiencing financial difficulties. Forbearance solutions take a number of forms depending on individual customer circumstances. Short-term solutions focus on temporary reductions to contractual payments and may change from capital and interest payments to interest only. For loan customers with longer-term financial difficulties, term extensions may be offered, which may include interest rate concessions, forconcessions. For credit card customers with longer-term financial difficulties, term extensions a switch to a fully amortising plan

may be offered, which may include an interest rate concessions and a switch to fully amortising balances.concession.

When an account is placed into a programme of forbearance, the asset will be classified as such for the remainder of its term, unless after 12 months it qualifies for reclassification, upon which it will be returned to the up-to-date book and classified as high risk for a further

12 month period. When the Group agrees to a forbearance programme with a customer, the impairment allowance recognises the impact on cash flows of the agreement to receive less than the original contractual payments. The Retail Impairment Policy prescribes the methodology for impairment of forbearance assets, which is measured by comparing the debt outstanding to the revised expected repayment. This results in higher impairment, in general, than for fully performing assets, reflecting the additional credit risk attached to loans subject to forbearance.

During 2014, Barclays has continued to assist customers in financial difficulty through the use of forbearance programmes. However, the extent of forbearance offered by the Group to customers and clients remains small in comparison to the overall size of the loan book.

The level of forbearance extended to customers in other retailRetail portfolios is not material and, typically, does not currently play a

360  |


Barclays’ approach to managing risks

Management of credit risk

significant part in the way customer relationships are managed. However, additional portfolios will be added to this disclosure should the forbearance in respect of such portfolios become material.

A retailRetail loan is not considered to be renegotiated where the amendment is at the request of the customer, there is no evidence of actual or imminent financial difficulty and the amendment meets with all underwriting criteria. In this case it would be treated as a new loan. In the normal course of business, customers who are not in financial difficulties frequently apply for new loan terms, for example to take advantage of a lower interest rate or to secure a further advance on a mortgage product. Where these applications meet our underwriting criteria and the loan is made at market interest rates, the loan is not classified as being in forbearance. Only in circumstances where a customer has requested a term extension, interest rate reduction or further advance and there is evidence of financial difficulty is the loan classified as forbearance and included in our disclosures on forbearance.forbearance on page 111.

Please see the Creditcredit risk performance section on pages 111 to 142page 96 for details of principal wholesaleWholesale and retailRetail assets currently in forbearance.

Impairment of loans under forbearance

Loans under forbearance programmes are subject to Group policy. In both retailRetail and wholesaleWholesale portfolios, identified impairment is raised for such accounts, recognising the agreement between the Group and customer to pay less than the original contractual payment and is measured using a future discounted cash flow approach comparing the debt outstanding to the expected repayment on the debt. This results in higher impairment, in general, being held for loans under forbearance than for fully performing assets, reflecting the additional credit risk attached to loans subject to forbearance.

Sustainability of loans under forbearance

The Group monitors the sustainability of loans for which forbearance has been granted.

Wholesale portfolios

In the wholesale portfolios, counterparties that have beenDebtors granted forbearance are classified on watch list (WL) for the duration of the forbearance. Counterparties placed on EWL or WL and thereforestatus are subject to increased levels of credit risk oversight. Counterparties then remain on EWL

Forborne debtors are classified for reporting as either Performing (WL 1-3) or WL andNon-Performing (WL4).

Non-Performing debtors are defined as:

More than 90 days past due.

Assessed as unlikely to pay credit obligations in full without realisation of collateral, regardless of the existence of any past due amount or of the number of days past due.

Credit impaired.

Performing forborne debtors granted additional forbearance measures or becoming more than 30 days past-due on a facility obligation.

Performing debtors are classified as beingdebtors that are not past due and are without risk of non-payment.

Non-performing status remains in forbearance with a PD of 1 for capital purposesforce for a minimum of 12 months from the date of classification before the debtor can be considered as performing. Performing debtors remain forborne for a minimum 24 months before forborne status may be reviewed. The minimum time spent in forbearance for a case that is Non-Performing at the point forbearance is applied until satisfactory performancegranted is evidenced. Forbearance status and the related default treatment for capital can be removed after 12 months from being applied if any of the following criteria is met:therefore 36 months.

 

¡316    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F The counterparty no longer benefits from a concession below our current market rates or reverts back to their original lending terms (prior to the concession being applied);


¡
 The counterparty ceases to have any actual or perceived financial stress; and

Barclays’ approach to managing risks

¡A significant restructure takes place which leads to a significant improvement in the credit profile of the counterparty.

Counterparties may only be removed from being classified as being in forbearance with a PDManagement of 1 for capital purposes in less than 12 months in exceptional circumstances, e.g. full repayment of facilities or significant restructuring that materially improves credit quality. Counterparties continuing to benefit from a concession below current market can be removed from EWL or WLrisk and no longer be classified as in forbearance provided they do not meet any of the EWL or WL criteria and can evidence consistent satisfactory performance throughout the minimum twelve-month period.internal

ratings-based approach

Retail portfolios

In retailRetail portfolios, the type of forbearance programme offered should be appropriate to the nature and the expected duration of the customer’s financial distress. It is imperative that the solution agreed is both appropriate to that customer and sustainable, with a clear demonstration from the customer of both willingness and ability to repay. Before any permanent programme of forbearance is granted, an affordability assessment is undertaken to ensureconfirm suitability of the offer. When customers exit forbearance, the accounts are ring-fenced as a high riskHigh Risk segment within the up-to-date book for a period of at least twelve months.

For disclosure on the Group’s accounting policy with respect to impairment, see pages 91 to 93 and Note7 and pages357-359.of the Barclays PLC financial statements on page 204.

Other programmes

Retail re-aging activity

Re-aging refers to the placing of an account into an up-to-date position without the requisite repayment of arrears. The re-age policy applies to revolving products only. No reduction is made to the minimum due payment amounts which are calculated, as a percentage of balance, with any unpaid principal included in the calculation of the following month’s minimum due payment.

The changes in timing of cash flows following re-aging do not result in any additional cost to the Group. The following are the conditions required to be met before a re-age may occur:

 

¡ Thethe account must not have been previously charged off or written off;off

 

¡ Thethe borrower cannot be bankrupt, subject to an Individual Voluntary Arrangement (a UK contractual arrangement with creditors for individuals wishing to avoid bankruptcy), a fraud or deceased;deceased

 

¡ Thethe borrower must show a renewed willingness and ability to repay the debt. This will be achieved by the borrower making at least three consecutive contractual monthly payments or the equivalent cumulative amount. Contractual monthly payment is defined as the contractual minimum due. Funds may not be advanced for any part of this;this

 

¡ Thethe account must have been on book at least nine months (i.e. nine months prior to the three-month qualification period); and

 

¡ Nono account should be re-aged more than once within any twelve-month period, or more than twice in a five year period.

Assets are considered to belong to a separate high riskHigh Risk pool. Under high risk,High Risk, the performance of the assets is a risk characteristic and results in a higher probability of default being assigned to them in impairment models which meet the requirement of IAS 39, AG87-88. This results in an appropriately higher impairment allowance being recognised on the assets. See the Risk Review section on page 82 to 189 for more information.

Retail small arrears capitalisation

Small arrears capitalisation is available for amortising products with the exception of residential mortgages. This refers to the capitalisation of small levels of arrears (up to 90 days past due), together with either a corresponding term extension or increase to contractual monthly payment without the requirement to classify the accounts as forbearance. Contractual monthly payments must not be reduced. TheAll small arrears capitalisation activity is also subject tocapitalisations are now considered a form of Forbearance, based on the conditions outlined above under Retail re-aging activity, being met. Any capitalisation event exceeding this must be executed under the direction of theEuropean Banking Authority’s requirements for Supervisory Reporting on Forbearance Policy.and Non-Performing exposures.

Refinancing risk

This is the risk that the borrower or group of correlated borrowers may be unable to repay bullet-repayment loans at expiry, and will therefore need refinancing.

From a large corporates perspective, refinancing risk will typically be associated with loans that have an element of bullet repayment incorporated into the repayment profile. Refinancing risk is taken into account on a case by case basis as part of the credit review and approval process for each individual loan. The review will consider factors such as the strength of the business model and sustainability of the cash flows; and for bridge loans, the certainty of the sources of repayment and any associated market risk.

Commercial real estate loans will frequently incorporate a bullet repayment element at maturity. Where this is the case, deals are sized and structured to enable the Group to term out the loan if the client were unable to refinance the loan at expiry. Credit review will

|  361


Barclays’ approach to managing risks

Management of credit risk

incorporate an examination of various factors that are central to this consideration, such as tenant quality, tenancy agreementsagreement (including break clauses), property quality and interest rate sensitivity.

Loans to small and medium enterprises (SMEs) will typically be either revolving credit lines to cover working capital needs or amortising exposures, with periodic refinancing to give the opportunity to review structure, pricing, etc.

Please referEnvironmental risk

Environmental risk is recognised as a mainstream credit risk issue and the Group has a dedicated Environmental Risk Management team, as part of the central Credit Risk Management function. Environmental issues are considered in credit risk assessment, and environmental risk standards are included in the Wholesale Credit Risk Control Framework.

The Group’s approach to environmental credit risk management addresses risk under three categories, namely Direct risk and Indirect risk, which are covered below, and Reputation risk, on which more detail may be found on page 358.

Direct risk can arise when the maturity analysisGroup takes commercial land as collateral. In many jurisdictions, enforcement of a commercial mortgage by the bank, leading to possession, potentially renders the Group liable for the costs of remediating a site if deemed by the regulator to be contaminated, including for pre-existing conditions. In the UK, CREthe Group’s approach requires commercial land, if being pledged as collateral, to be subject to a screening mechanism. Where required, a further assessment of the commercial history of a piece of land and its potential for environmental contamination helps reflect in the value ascribed to that security any potential environmental degradation. It also identifies potential liabilities which may be incurred by the Group, if realisation of the security were to become likely.

Indirect risk can arise when environmental issues may impact the creditworthiness of the borrower. For instance, incremental costs may be incurred in upgrading a business’ operations to meet emerging environmental regulations or tightening standards. In other circumstances, failure to meet those standards may lead to fines. Environmental impacts on businesses may also include shifts in the market demand for goods or services generated by our customers, or changing supply chain pressures. Environmental considerations affecting our clients can be varied. The bank has developed a series of environmental risk briefing notes, covering ten broad industry headings ranging from Agriculture and Fisheries to Oil and Gas, from Mining and Metals to Utilities and Waste Management. These briefing notes are available to colleagues in business development and credit risk functions across the organisation, outlining the nature of environmental and social risks of which to be aware, as well as the factors which mitigate those risks.

The growing importance of climate change as a source of indirect risk is increasingly being recognized in credit policy discussions. Climate risk can arise as physical risk, where changing weather patterns may adversely impact a client’s operations, their access to critical resources, their supply chains or their distribution networks, or it can be a transition risk if movement to a lower carbon economy increases the costs or reduces the demand for their products or services. Currently, climate risks are assessed at a relationship level or on a transactional level, such as assessing a client’s perspective on the potential impacts of the climate change agenda on their operations, and the extent to which such impacts are reflected in their business planning assumptions.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    317


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Internal ratings based (IRB) approach

The IRB approach largely relies on internal models to derive the risk parameters/ components used in determining the capital requirement for a given exposure. The main risk components include measures of the probability of default (PD), loss given default (LGD) and the exposure at default (EAD). The IRB approach is divided into three alternative applications: Own-Estimates, Supervisory Estimates and Specialised Lending:

Own-Estimates IRB (OEIRB): Barclays uses its own models to estimate PD, LGD and EAD to calculate given risk exposures for various asset classes and the associated Risk Weighted Assets (RWAs).

Supervisory IRB (SIRB): Barclays uses its own PD estimates, but relies on supervisory estimates for other risk components. The SIRB approach is particularly used to floor risk parameters for wholesale credit exposures where default data scarcity may impact the robustness of the model build process.

Specialised Lending IRB: For specialised lending exposures for which PD cannot be modelled reliably, Barclays uses a set of risk weights defined in the relevant regulation, and takes into account a range of prescribed risk factors.

While in the past the industry has used the terms ‘Advanced’, ‘Foundation’ and ‘Slotting’ IRB, the current enforcing regulation (the Capital Requirements Regulation) does not use these terms.

The IRB calculation for credit risk

For both OEIRB and SIRB approaches, Barclays uses the regulatory prescribed risk-weight functions for the purposes of deriving capital requirements.

In line with interest-only home loansregulatory requirements, Long Run Average PD and downturn LGD and CF (Conversion Factor) estimates are used for each customer/facility to determine regulatory capital for all exposures in scope.

For the purpose of pricing and existing customer management, point in time (PIT) PD, LGD and EAD are generally used as these represent the best estimates of risk given the current position in the credit cycle. Whilst Long Run Average PDs are always tested at grade/pool level, PIT PDs are also used for the calculation of capital on certain retail unsecured products, in line with regulation.

Applications of internal ratings

The three components – PD, LGD and CF – are the building blocks used in a variety of applications that measure credit risk performance sectionacross the entire portfolio:

credit approval:PD models are used in the approval process in both retail and wholesale portfolios. In high-volume retail portfolios, application and behaviour scorecards are frequently used as decision-making tools. In wholesale and some retail mortgage portfolios, PD models are used to direct applications to an appropriate credit-sanctioning level

credit grading:this was originally introduced in the early 1990s to provide a common measure of risk across the Group. Barclays now employs a 21-point scale of default probabilities.

risk-reward and pricing:PD, LGD and CF estimates are used to assess the profitability of deals and portfolios and to facilitate risk-adjusted pricing and strategy decisions

risk appetite:estimates are used to calculate the expected loss and the potential volatility of loss in the Group’s risk appetite framework. See page 306

impairment calculation:under IAS 39, many collective impairment estimates incorporate the use of PD and LGD models. See page 313

collections and recoveries:model outputs are used to identify segments of the portfolio where collection and recovery efforts should be prioritised

economic capital (EC) calculation:most EC calculations use similar inputs as the regulatory capital (RC) process

risk management information:Risk generate reports to inform senior management on issues such as business performance, risk appetite and EC consumption. Model outputs are used as key indicators in those reports. Risk also generates regular reports on model risk, which covers model accuracy, model use, input data integrity and regulatory compliance among other issues.

Ratings processes and models for credit exposures

Wholesale credit

To construct ratings for wholesale customers, including financial institutions, corporates, specialised lending, purchased corporate receivables and equity exposures, Barclays complements its internal models suite with external models and rating agencies’ information. A model hierarchy is in place requiring users/credit officers to adopt a consistent approach/model to rate each counterparty based on the asset class type and the nature of the transaction. The bank employs 41 internal Wholesale models that are available for regulatory capital calculation under AIRB.

Wholesale PD models

Barclays employs a range of methods in the Risk Review sectionconstruction of these models:

statistical models are used for our high volume portfolios such as small or medium enterprises (SME). The models are typically built using large amounts of internal data, combined with supplemental data from external data suppliers where available. Wherever external data is sourced to validate or enhance internally held data, similar data quality standards to those applicable to the internal data management are enforced.

structural models incorporate, in their specification, the elements of the industry-accepted Merton framework to identify the distance to default for a counterparty. This relies upon the modeller having access to specific time series data or data proxies for the portfolio. Data samples used to build and validate these models are typically constructed by appropriately combining data sets from internal default observations with comparable externally obtained data sets from commercial providers such as rating agencies and industry data gathering consortia.

expert lender models are used for those parts of the portfolio where there is insufficient internal or external data to support the construction of a statistically robust model. These models utilise the knowledge and in-depth expertise of the senior credit officers dealing with the specific customer type being modelled. For all portfolios with a low number of default observations, the Group adopts specific regulatory rules, methodologies and floors in its estimates to enforce that the calibration of the model meets the current regulatory criteria for conservatism.

Wholesale LGD models

The LGD models typically rely on page 130statistical analysis to derive the model drivers (including seniority of claim, collateral coverage, recovery periods, industry and costs) that best explain the Group’s historical loss experience, often supplemented with other relevant and representative external information where available. The models are calibrated to downturn conditions for more information.regulatory capital purposes and, where internal and external data is scarce, they are subject to SIRB floors to enforce the calibration of the model meets the current regulatory criteria for conservatism.

Wholesale CF models

The wholesale CF models estimate the potential utilisation of the currently available headroom based on statistical analysis of the available internal and external data and past client behaviour. As is the case with the LGD models, the CF models are subject to downturn calibration for regulatory capital purposes and to floors where data is scarce. The CF models add a term for accrued interest to facility EAD. Thus, projected EAD can exceed current drawn balance even for

 

318    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

facilities with no headroom.

Retail credit

Retail banking and cards operations have long and extensive experience of using credit models in assessing and managing risks. As a result, models play an integral role in customer approval and management decisions. Most retail portfolios are data rich; consequently, most models are built in-house using statistical techniques and internal data. Exceptions are some expert lender models (similar to those described in the wholesale context) where data scarcity precludes the statistically robust derivation of model parameters. In these cases, appropriately conservative assumptions are typically used, and wherever possible these models are validated/benchmarked against external data. The bank employs 42 internal retail models to calculate regulatory capital for credit exposures.

Retail PD models

Application and behavioural scorecards are most commonly used for retail PD modelling:

application scorecards are derived from historically observed performance of new clients. They are built using customer demographic and financial information, supplemented by credit bureau information where available. Through statistical techniques, the relationship between these candidate variables and the default marker is quantified to produce output scores reflecting a PD. These scores are used primarily for new customer decisioning but are, in some cases, also used to allocate a PD to new customers for the purpose of capital calculation.

behavioural scorecards differ from application scorecards in that they rely on the historically observed performance of existing clients. The statistically derived output scores are used for existing customer management activities as well as for the purpose of capital calculation.

Retail LGD models

Retail LGD models are built using bespoke methods chosen to best model the operational recovery process and practices. In a number of secured portfolios, LGD drivers are parameterised with market factors (e.g. house price indices, haircut of the property value) to capture market trends. For most unsecured portfolios, where recoveries are not based on collateral, statistical models of cash flows are used to estimate ultimate recoveries and LGDs. In all instances, cash flows are discounted to the point of default by using bespoke country and product level factors. For capital calculations, customised economic downturn adjustments, taking into account loss and default dependency, are made to adjust losses to stressed conditions.

Retail CF models

CF models within retail portfolios are split into two main methodological categories. The general methodology is to derive product level credit conversion factors (CCFs) from historical balance migrations, typically for amortising product, such as mortgages, consumer loans. These are frequently further segmented at a bucket level (e.g. by delinquency). The most sophisticated CF models are based on behavioural factors, determining customer level CCFs from characteristics of the individual facility, typically for overdrafts and credit cards. For capital calculations, customised downturn adjustments, taking into account loss and default dependency, are made to adjust for stressed conditions.

The control mechanisms for the rating system

Model risk is a risk managed under the ERMF. Consequently, the Group Model Risk Policy (GMRP) and its supporting standards covering the end-to-end model life cycle are in place to support the management of risk models.

Key controls captured by the GMRP cover:

model governance is anchored in assigning accountabilities and responsibilities to each of the main stakeholders:

model owner – each model must have an owner who has overall accountability for the model

model developers – support the model owner and drive development according to the model owner’s defined scope/ purpose

Independent Validation Unit (IVU) – responsible for independent review, challenge and approval of all models.

externally developed models are subject to the same governance standards as internal models

models are classified by materiality (high/ low) and complexity (complex/non-complex)

all models must be validated and approved by IVU before initial implementation/use

models are subject to annual review by the model owner and periodic validation and approval by IVU

all models must be recorded in the Group Models Database (GMD), which records model owners and developers

model owners must evidence that model implementation is accurate and tested.

If a model is found to perform sub-optimally, it may be rejected and/or subjected to a Post Model Adjustment (PMA) before approval for continued use is granted.

The IVU reporting line is separate from that of the model developers. IVU is part of Model Risk Management (MRM), and the head of MRM reports to the Group CRO. The model development teams have separate reporting lines to the Barclays UK and Barclays International Chief Risk Officers, who in turn report to the Group CRO.

Under the Three Lines of Defence approach stated in the ERMF, the actions of all parties with responsibilities under the GMRP are subject to independent review by Barclays Internal Audit.

Validation processes for credit models

Validation of credit models covers observed model performance but also the scope of model use, interactions between models, data use and quality, the model’s theoretical basis, regulatory compliance and any remediation to model risk that are proposed or in place. The following sections provide more detail on processes for validating the performance of each model type.

Wholesale PD models

To assess model calibration, the IVU compares the model prediction of default frequency to the realised internal default rate both over the latest year and over all observable model history. Due to the relative infrequency of default of large wholesale obligors, a long-run perspective on default risk is vital. Default rates are also compared to external benchmarks where these are relevant and available, such as default rates in rating-agency data. In practice, since financial crises have been infrequent, IVU would expect the model PD used in calculating regulatory capital to exceed the long run observed default rate.

For portfolios where few internal defaults have been observed, portfolio PD is compared to the ‘most prudent PD’ generated by the industry-standard Pluto-Tasche method, using conservative parameter assumptions.

To assess model discrimination performance, the IVU compares the rank-ordering of internal ratings with the pattern of defaults, if any, to construct the industry-standard Gini statistic or similar. The ordering of internal ratings is also compared to the ordering of internal and external comparator ratings where these are available.

Mobility metric and population stability index is also routinely calculated to infer relevant aspects of the model performance (e.g. rating philosophy).

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    319


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Wholesale LGD models

To assess model calibration, model outputs are compared to the LGD observed on facilities that entered default in ‘downturn’ periods, as requested by the regulator. Both internal and external data on observed LGD are examined, but preference is given to internal data, since these reflect Barclays’ recovery policies. Comparisons are performed by product seniority and security status and for other breakdowns of the portfolio. Model outputs are also compared to the long-run average of observed LGD. The time-lapse between facility default and the closure of recovery is varied and may be long. In the construction of observed LGD, recoveries are discounted back to the date of default at a conservative interest rate, following regulatory guidance of at least 9%. As noted above, regulatory floors are in place for the LGD used in calculating regulatory capital for exposure types where few default observations are available.

To assess model discrimination, the IVU compares the rank-ordering of model predictions to that of observed LGD and calculates the Spearman’s Rank correlation coefficient and other measures of discrimination.

Wholesale CF models

To assess model calibration, the conversion factors observed in internal data are compared to model predictions, both in downturn periods as defined by the regulator, and on a long-run average basis. Comparisons are performed separately for different product types. Validation focuses on internal data, with external data used as a benchmark, because conversion factors are related to banks’ facility management practices. Particular care is used in separating cases where facility limits changed between the date of observation and default, as these can lead to measurements of conversion factors that take extreme values. As a benchmark only, total predicted exposure at default for all defaulted facilities is compared to realised exposure at default. This comparison is done because it is relatively insensitive to extreme values for observed CF on some facilities. The primary validation tests are performed on a facility-weighted rather than exposure-weighted basis, however, in line with the relevant regulations.

Retail PD models

To assess rating philosophy, i.e. whether it is a Point-in-Time system or Through-the-Cycle system, the IVU produces migration indices to investigate relevant grade migration.

To assess model calibration, the IVU compares the model prediction of default frequency to the realised internal default rate by grade/pool as required by CRR. As a minimum, IVU expects the expected default rate is at least equal or above the level of observed default rate.

To assess model discrimination performance, the IVU compares the rank-ordering of internal ratings with the pattern of defaults, if any, to construct the industry-standard Gini statistic or similar.

To assess model stability, the population distribution, the character distribution and parameter estimates are assessed individually.

A 0.03% regulatory floor is in place for the facility level PD used in calculating regulatory capital.

Retail LGD models

LGD model components are compared to observed value respectively, this may include but not limited to probability of possession/ charge off, forced sale discount, time from default to crystallisation and discount rate. Where components are similar to PD in nature, the approach stated in the PD section applies to assess the calibration, discrimination and stability of the component.

The calibration of the overall LGD is assessed through the expected against actual comparison by default flow and stock population respectively. The downturn LGD appropriateness is further assessed to implement that the downturn LGD is equal to or above the long-run average of observed LGD. This exercise is performed at grade/pool level according to CRR. In the construction of observed LGD, recoveries are discounted back to the date of default at a conservative interest rate, following regulatory guidance. As noted above, regulatory floors are in place for the LGD used in calculating regulatory capital where appropriate (this includes but not limited to the non-zero LGD floor at account level, the collateral uncertainty consideration, the portfolio level LGD floor and UK property haircut floor).

The primary validation tests are performed on facility-weighted rather than exposure-weighted basis, however, in line with the relevant regulations.

Retail CF models

The calibration of the overall CF is assessed through the expected against actual comparison by default flow and stock population respectively. The downturn CF appropriateness is further assessed to implement that the downturn CF is equal to or above the long-run average of observed CF. This exercise is performed at grade/pool level according to CRR. Particular care is used in separating cases where facility limits changed between the date of observation and default, as these can lead to measurements of conversion factors that take extreme values.

Depending on the modelling approach, the relevant measure used for PD/LGD may be used accordingly to assess calibration, discrimination and stability.

CF is floored so that the exposure at the point of default cannot be less than exposure observed at point of regulatory reporting.

The primary validation tests are performed on facility-weighted rather than exposure-weighted basis, however, in line with the relevant regulations.

Table 93 for credit risk model characteristics shows modelled variables to calculate RWAs (PD, LGD, and EAD) at portfolio level, with number of models and their significance in terms of RWAs, model method or approach, numbers of years of data used, Basel asset class of the customer or client, and regulatory thresholds applied.

Selected features of material models

The table below contains selected features of the Group’s AIRB credit risk models which are used to calculate RWAs. The RWAs reported in this table are based on the models in production as of November 17.

PD models listed in the table account for £108bn of total AIRB approach RWAs as of November 17

LGD models listed in the table account for £115bn of total AIRB approach RWAs as of November 17

320    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Table 93 AIRB_Credit
    Size of associated
portfolio (RWAs)
        

Component

modelled

 Portfolio   BUK (£m) BI (£m) Model description and methodology 

Number of

years loss data

 

Basel asset

classes measured

 

Applicable

industry-wide

regulatory thresholds

PD 

Publicly traded

corporate

 10   24,707 Statistical model using a Merton-based methodology. It takes quantitative factors as inputs. > 10 Years Corporate PD floor of 0.03%
PD 

Customers rated by

Moody’s and S&P

 483 28,662 Rating Agency Equivalent model converts agency ratings into estimated equivalent PIT default rates using credit cycles based on Moody’s data. > 10 Years Corporate, Financial Institutions and Sovereigns PD floor of 0.03% for corporate and institutions
PD 

Corporate and SME

customers with

turnover < £20m

 

 6,285 5,879 Statistical models that use regression techniques to derive relationships between observed default experience and a set of behavioural variables. < 5 Years Corporate, Corporate SME PD floor of 0.03%
PD 

Corporate

customers with turnover >= £20m

 35 8,513 Statistically derived models sourced from an external vendor (Moody’s RiskCalc) 6 – 10 Years Corporate PD floor of 0.03%
PD Home Finance 16,319  Statistical scorecards estimated using regression techniques, segmented along arrears status and portfolio type. 6 – 10 Years Secured By Real Estate (residential and buy-to-let mortgages) PD floor of 0.03%
PD Barclaycard UK 17,058  Statistical scorecards estimated using regression techniques, segmented along arrears status and portfolio type. 6 – 10 Years Qualifying Revolving Retail (QRRE) PD floor of 0.03%
LGD 

Corporate and

Financial Institutions

  54,351 Model based on a statistical regression that outputs a long run average LGD by estimating the expected value of recovery. Inputs include industry, seniority, instrument, collateral and country. > 10 Years Corporate, Financial Institutions LGD floor of 45% based on low default portfolio criteria
LGD 

All business

customers (excluding certain specialised sectors)

  27,543 Model is based on a function estimated using actual recoveries experience. It takes account of collateral value and an allowance for non-collateral recovery. > 10 Years Corporate LGD floor of 5%
LGD UK Home Finance 16,319  Data driven estimates of loss and probability of possession 6 – 10 Years Secured By Real Estate (residential and buy-to-let mortgages) The portfolio average downturn LGD is floored at 10%
LGD Barclaycard UK 17,058  Statistical models combining segmented regression and other forecasting techniques 6 – 10 Years Qualifying Revolving Retail (QRRE) 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    321


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Credit Risk IRB models performance back testing – estimated versus actual

The following tables compare the PDs and LGDs estimated by the Group’s IRB models with the actual default and loss rates. Comparisons are based on the assets in IRB approach portfolios and are used to assess performance of the models. The estimates and actual figures represent direct outputs from the models rather than outputs used in regulatory capital calculations that may be adjusted to apply more conservative assumptions.

Back testing results are reported within each IRB exposure class at overall Bank level both for Retail and Wholesale excluding Africa, as the historical BUK and BI split is not available for the Wholesale obligors. We intend to report back testing results at BUK and BI level in future once adequate data history is available.

Risk models are subject to the Group Model Risk Policy which contains detailed guidance on the minimum standards for model risk management. For example, PDs must be estimated over a sufficient period, show sufficient differentiation in predictions for different customers, show conservatism where data limitations exist, and follow prescriptive techniques. These standards are achieved via an independent validation process through appropriately independent experts. Once validated and correctly implemented, models are subject to regular monitoring to assess they can still be used. Comparing model estimates with actual default rates for PD and loss rates for LGD form part of this monitoring. Such analysis is used to assess and enhance the performance of the models.

 

362  |LOGOFurther detail is provided in the management of model risk on page 354.

PD measures

The model estimated PIT PDs are compared with the actual default rates by PD ranges within each IRB exposure class. PD ranges, estimated PDs and actual default rates are based on the existing models default definitions. UK Cards is the only CRD IV compliant portfolio as of the reference month November 16, for the remaining portfolios CRD IV compliant models are either implemented post the reference month or under implementation or currently under development/approval as per the CRD IV roll out plan agreed with the PRA.


The estimated PDs are forward-looking average PD by the model at the beginning of the twelve-month period, i.e. average PD of the November 16 non-defaulted obligors including inactive and non-borrowers. Both EAD weighted and simple average PDs have been reported.

The estimated PDs are compared with the simple average of historical annual default rates over the past 5 years, starting November 12.

The PIT PD is used as a predicted measure in internal monitoring and annual validation of the models. In contrast, the capital calculation uses TTC or Regulatory PDs (not shown below), calibrated to long-run default averages with additional adjustments where modelled outputs display evidence of risk understatement (including credit expert overrides, regulatory adjustments etc.). The PIT measure is subject to under or over prediction depending on the relative position of the portfolio to the credit cycle.

A mapping has been provided between external ratings and internal PD ranges based on the published reports from the two rating agencies – Moody’s and S&P.
For the wholesale models, the average default probabilities in the tables have been determined from the full scope of clients graded by the IRB model suite, which may include some clients that have either zero exposure or zero limits marked at the time of calculation.

LGD measures

The model estimated LGDs, unadjusted for regulatory floors and for downturn adjustments, are compared with the actual LGDs within each IRB exposure class.

The estimated LGDs are derived from a simple average of LGDs at the time of default for the set of cases closed over the previous twelve months.

The actual LGD rate is the simple average observed loss rate for the set of cases closed over the previous twelve months, regardless of the time of default.

The LGD measures are used as a predicted measure in internal monitoring and annual validation of the models. The capital calculation uses Downturn LGDs with additional adjustments and regulatory floors where modelled outputs display evidence of risk understatement.

Barclays’ approach to managing risks322    

Management of credit risk mitigation techniquesBarclays PLC and counterparty credit riskBarclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Table 94: Analysis of expected performance versus actual results

This table provides an overview of credit risk model performance, assessed by the analysis of average PDs and average LGDs.

The table compares the raw model output to the actual experience in our portfolios. Such analysis is used to assess and enhance the adequacy and accuracy of models. The raw outputs are subject to a number of adjustments before they are used in the calculation of capital, for example to allow for the position in the credit cycle and the impact of stress on recovery rates.

Asset Class                                            
               Arithmetic             of which:   Average 
           Weighted   Average  Number of obligors  Defaulted   new   historical 
           Average   PD by  As at   As at  obligors in   defaulted   annual 
     External Ratings Equivalent  PD   obligors  Nov   Nov  the year   in the year   default 
Wholesale  PD Range Moody’s  S&P  %   %  ’16   ’17  £m   £m   % 

Central

governments or

central banks

  0.00 to <0.15 Aaa, Aa1, Aa2,  AAA, AA+, AA,   0.02%    0.03%   97    57           0.00% 
   Aa3, A1, A2, A3,  AA-, A+, A, A-,            
   Baa1  BBB+            
  0.15 to <0.25 Baa2  BBB+, BBB   0.20%    0.20%   7    4           0.00% 
  0.25 to <0.50 Baa3, Ba1  BBB, BBB-   0.30%    0.36%   8    7           0.00% 
  0.50 to <0.75 Ba1, Ba2  BB+   0.00%    0.73%   1    4           0.00% 
  0.75 to <2.50 Ba2, Ba3, B1  BB, BB-   0.00%    1.12%   10    7           0.00% 
  2.50 to <10.00 B1, B2, B3  BB-, B+, B, B-   3.65%    4.74%   7    9           0.00% 
  10.00 to <100.00 B3, Caa1, Caa2,  B-, CCC+, CCC,   30.00%    22.67%   5    4           0.00% 
   Caa3, Ca, C  CCC-, CC+,CC, C            
   100.00 (default) D  D   100.00%    100.00%                  0.00% 
Institutions  0.00 to <0.15 Aaa, Aa1, Aa2,  AAA, AA+, AA,   0.03%    0.03%    8,657    9,156            0.00% 
   Aa3, A1, A2, A3,  AA-, A+, A, A-,            
   Baa1  BBB+            
  0.15 to <0.25 Baa2  BBB+, BBB   0.18%    0.18%   877    909           0.00% 
  0.25 to <0.50 Baa3, Ba1  BBB, BBB-   0.40%    0.40%   379    417           0.00% 
  0.50 to <0.75 Ba1, Ba2  BB+   0.57%    0.57%   106    53           0.00% 
  0.75 to <2.50 Ba2, Ba3, B1  BB, BB-   1.84%    1.23%   221    223           0.00% 
  2.50 to <10.00 B1, B2, B3  BB-, B+, B, B-   3.55%    5.18%   137    141   1        0.33% 
  10.00 to <100.00 B3, Caa1, Caa2,  B-, CCC+, CCC,   11.60%    21.39%   72    46           0.48% 
   Caa3, Ca, C  CCC-, CC+,CC, C            
   100.00 (default) D  D   100.00%    100.00%   15    15           0.00% 
Corporate  0.00 to <0.15 Aaa, Aa1, Aa2,  AAA, AA+, AA,   0.03%    0.05%   1450    1430   1        0.01% 
   Aa3, A1, A2, A3,  AA-, A+, A, A-,            
   Baa1  BBB+            
  0.15 to <0.25 Baa2  BBB+, BBB   0.20%    0.20%   368    375   1        0.05% 
  0.25 to <0.50 Baa3, Ba1  BBB, BBB-   0.35%    0.36%   639    622           0.26% 
  0.50 to <0.75 Ba1, Ba2  BB+   0.62%    0.62%   297    375           0.26% 
  0.75 to <2.50 Ba2, Ba3, B1  BB, BB-   1.36%    1.37%   844    763   4        0.48% 
  2.50 to <10.00 B1, B2, B3  BB-, B+, B, B-   4.33%    5.00%   1,271    1,061   15        1.95% 
  10.00 to <100.00 B3, Caa1, Caa2,  B-, CCC+, CCC,   23.15%    20.27%   247    311   15        5.10% 
   Caa3, Ca, C  CCC-, CC+,CC, C            
   100.00 (default) D  D   100.00%    100.00%   183    165           0.00% 
Corporate SME  0.00 to <0.15 Aaa, Aa1, Aa2,  AAA, AA+, AA,   0.07%    0.09%   751    705           0.03% 
   Aa3, A1, A2, A3,  AA-, A+, A, A-,            
   Baa1  BBB+            
  0.15 to <0.25 Baa2  BBB+, BBB   0.19%    0.19%   1,508    1,483   1        0.17% 
  0.25 to <0.50 Baa3, Ba1  BBB, BBB-   0.37%    0.37%   2,912    2,764   5        0.14% 
  0.50 to <0.75 Ba1, Ba2  BB+   0.65%    0.65%   2,196    2,090   5        0.21% 
  0.75 to <2.50 Ba2, Ba3, B1  BB, BB-   1.29%    1.35%   4,412    3,723   14    2    0.50% 
  2.50 to <10.00 B1, B2, B3  BB-, B+, B, B-   5.24%    4.82%   4,724    3,769   69    4    2.93% 
  10.00 to <100.00 B3, Caa1, Caa2,  B-, CCC+, CCC,   27.27%    23.90%   528    510   42        9.86% 
   Caa3, Ca, C  CCC-, CC+,CC, C            
   100.00 (default) D  D   100.00%    100.00%   182    178           0.00% 
Specialist  0.00 to <0.15 Aaa, Aa1, Aa2,  AAA, AA+, AA,   0.07%    0.07%   29    28           0.00% 
Lending   Aa3, A1, A2, A3,  AA-, A+, A, A-,            
   Baa1  BBB+            
  0.15 to <0.25 Baa2  BBB+, BBB   0.19%    0.19%   38    31           0.00% 
  0.25 to <0.50 Baa3, Ba1  BBB, BBB-   0.37%    0.39%   145    153           0.00% 
  0.50 to <0.75 Ba1, Ba2  BB+   0.65%    0.64%   171    140           0.57% 
  0.75 to <2.50 Ba2, Ba3, B1  BB, BB-   1.23%    1.33%   222    211   1        0.11% 
  2.50 to <10.00 B1, B2, B3  BB-, B+, B, B-   3.82%    3.92%   135    117   2        2.19% 
  10.00 to <100.00 B3, Caa1, Caa2,  B-, CCC+, CCC,   29.13%    28.75%   12    6   2        14.63% 
   Caa3, Ca, C  CCC-, CC+,CC, C            
   100.00 (default) D  D   100.00%    100.00%   60    45           0.00% 

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    323


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

Table 94: Analysis of expected performance versus actual resultscontinued

Asset Class                                     
           Arithmetic           of which:  Average 
        Weighted  Average  Number of obligors  Defaulted  new  historical 
        Average  PD by  As at  As at  obligors in  defaulted  annual 
    External Ratings Equivalent PD  obligors  Nov  Nov  the year  in the year  default 
Retail PD Range Moody’s S&P %  %  ’16  ’17  £m  £m  % 
SMEa 0.00 to <0.15 Aaa, Aa1, Aa2, AAA, AA+, AA,  0.04%   0.06%   33,916   35,506   13   1   0.04% 
  Aa3, A1, A2, A3, AA-, A+, A, A-,       
  Baa1 BBB+       
 0.15 to <0.25 Baa2 BBB+, BBB  0.20%   0.20%   24,262   26,041   16   1   0.06% 
 0.25 to <0.50 Baa3, Ba1 BBB, BBB-  0.36%   0.38%   55,626   60,087   41   7   0.06% 
 0.50 to <0.75 Ba1, Ba2 BB+  0.63%   0.64%   45,006   63,355   41   8   0.08% 
 0.75 to <2.50 Ba2, Ba3, B1 BB, BB-  1.50%   1.54%   215,431   178,463   340   94   0.15% 
 2.50 to <10.00 B1, B2, B3 BB-, B+, B, B-  4.88%   5.54%    305,617   321,961    1,134   475   0.32% 
 10.00 to <100.00 B3, Caa1, Caa2, B-, CCC+, CCC,  24.03%   23.53%   296,712   339,890   13,446   3,402   2.80% 
  Caa3, Ca, C CCC-, CC+,CC, C       
  100.00 (default) D D  100.00%   100.00%   5,097   9,672          
Secured by 0.00 to <0.15 Aaa, Aa1, Aa2, AAA, AA+, AA,  0.08%   0.08%   745,590   728,709   528      0.07% 
Real Estate  Aa3, A1, A2, A3, AA-, A+, A, A-,       
  Baa1 BBB+       
 0.15 to <0.25 Baa2 BBB+, BBB  0.19%   0.19%   137,113   131,176   248      0.16% 
 0.25 to <0.50 Baa3, Ba1 BBB, BBB-  0.34%   0.33%   60,859   58,609   289      0.34% 
 0.50 to <0.75 Ba1, Ba2 BB+  0.58%   0.60%   12,575   9,743   124      0.77% 
 0.75 to <2.50 Ba2, Ba3, B1 BB, BB-  1.22%   1.28%   18,452   16,262   348      1.94% 
 2.50 to <10.00 B1, B2, B3 BB-, B+, B, B-  5.30%   5.28%   5,467   4,736   371      6.75% 
 10.00 to <100.00 B3, Caa1, Caa2, B-, CCC+, CCC,  37.51%   37.38%   5,270   4,786   1,625      48.93% 
  Caa3, Ca, C CCC-, CC+,CC, C       
  100.00 (default) D D  100.00%   100.00%   11,694   10,858          
Qualifying 0.00 to <0.15 Aaa, Aa1, Aa2, AAA, AA+, AA,  0.07%   0.05%   10,551,296   10,874,869   3,407   953   0.04% 
Revolving Retail  Aa3, A1, A2, A3, AA-, A+, A, A-,       
  Baa1 BBB+       
 0.15 to <0.25 Baa2 BBB+, BBB  0.20%   0.20%   1,814,852   1,814,017   2,861   675   0.17% 
 0.25 to <0.50 Baa3, Ba1 BBB, BBB-  0.36%   0.36%   2,166,187   2,143,391   6,130   1,008   0.31% 
 0.50 to <0.75 Ba1, Ba2 BB+  0.61%   0.61%   1,140,627   1,113,122   5,677   566   0.55% 
 0.75 to <2.50 Ba2, Ba3, B1 BB, BB-  1.46%   1.39%   2,703,357   2,633,448   29,311   1,358   1.22% 
 2.50 to <10.00 B1, B2, B3 BB-, B+, B, B-  4.98%   4.87%   1,591,182   1,555,953   72,298   1,326   4.61% 
 10.00 to <100.00 B3, Caa1, Caa2, B-, CCC+,CCC,  24.97%   27.67%   494,297   507,976   136,958   114   28.64% 
  Caa3, Ca, C CCC-, CC+,CC, C       
  100.00 (default) D D  100.00%   100.00%   459,598   412,355          
Other Retail 0.00 to <0.15 Aaa, Aa1, Aa2, AAA, AA+, AA,  0.13%   0.13%   60   65         0.56% 
  Aa3, A1, A2, A3, AA-, A+, A, A-,       
  Baa1 BBB+       
 0.15 to <0.25 Baa2 BBB+, BBB  0.22%   0.22%   1,961   2,417   4      0.56% 
 0.25 to <0.50 Baa3, Ba1 BBB, BBB-  0.41%   0.41%   46,159   51,568   125      0.56% 
 0.50 to <0.75 Ba1, Ba2 BB+  0.63%   0.63%   87,454   92,677   237      0.58% 
 0.75 to <2.50 Ba2, Ba3, B1 BB, BB-  1.40%   1.40%   336,579   347,138   3,805      1.24% 
 2.50 to <10.00 B1, B2, B3 BB-, B+, B, B-  4.28%   4.38%   125,042   118,003   6,199      4.50% 
 10.00 to <100.00 B3, Caa1, Caa2, B-, CCC+, CCC,  43.63%   38.05%   26,019   26,353   10,869      37.38% 
  Caa3, Ca, C CCC-, CC+,CC, C       
  100.00 (default) D D  100.00%   100.00%   43,731   41,964          

 Asset Class               
    Number of
resolved cases
over last one year
(Dec’16 to Nov’17)
   Predicted LGD
(Simple Average)
%
   Actual LGD
(Simple Average)
%
 
 Wholesale      
 Investment Bank   29    31    11 
 Corporate Bank   65    47    42 
            
 Retail      
 SME   2,399    82    72 
 Secured by Real Estate   3,812    4    5 
 Qualifying Revolving Retail   291,488    75    74 
 Other retail   23,413    77    80 

Note

aRefer to the notes on page 325 for an explanation of data limitations relating to the Retail SME figures presented in this table.

 

324    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of credit risk and the internal

ratings-based approach

2017 AIRB models back testing summary

The section below provides AIRB model performance summary based on the above back testing results, along with the remediation plans.

Wholesale

The Wholesale book continues to maintain low default rates across IRB exposure classes, with no defaults observed for ‘Central Governments or Central Banks’. The estimated PDs are higher (conservative) compared to actual default rates for most PD ranges within each exposure class. Four wholesale models were decommissioned in August 2017 post implementation of the new SME capital suite; actual default rates based on 8 months performance window (December 2016 to July 2017) has been used for these four models.

There are two key LGD models used for the Wholesale IRB exposures. Both the LGD models overestimate (conservative) on a PIT basis.

Replacement models are being developed to comply with CRD IV requirements with the material portfolios submitted to the PRA over 2017 and 2018. Interim Post Model Adjustments (PMAs) are in place to address existing models’ deficiencies.

Retail SME

A new set of CRD IV compliant models has been approved by the PRA and implemented in September 2017. However, the current backtesting report is based on the models which were in production as of November 2016.

The estimated PDs rank order the historical default experience for the UK SME book, i.e. higher PDs implying higher actual default rates.

The estimated PDs and LGD are much higher (conservative) compared to the actual default rates and LGD. The actual PD is low due to the inclusion of immaterial and dormant customers in the denominator. In addition, there was a temporary default identification issue during the reporting period, which has now been partially rectified. The LGD model is benchmarked to the Corporate LGD model.

Secured by Real Estate

This covers mortgage portfolios for UK and Italy. Rank ordering is maintained across PD ranges.

For UK Mortgages, a new set of CRD IV compliant models has been approved by the PRA and implemented in June 2017. However, the current backtesting report is based on the models which were in production as of November 2016. The PD model is accurate, slightly conservative at an overall level (0.30% expected vs. 0.27% actual). The portfolio maintains low LGD and the model overestimates (1.94% estimated vs. 0.92% actual).

For Italy Mortgages, both the PIT PD and LGD models underestimate (non-conservative) primarily due to a decrease in the House Price Index (HPI). The portfolio has observed significant decrease in recovery as a result of general collateral evaluation driven by a depressed housing market. Additionally the market at origination, when appraisals of the collateral values were carried out, was significantly optimistic. A new set of CRD IV compliant models is due for PRA submission by December 2018. Interim Post Model Adjustments (PMAs) are in place to address existing models’ deficiencies.

Qualifying Revolving Retail

This constitutes UK Cards, Germany Cards and UK Current Account portfolios. The estimated PDs rank order well across all 3 portfolios and at an overall level.

For UK Cards, a slight underestimation is observed in the PD model driven by the high risk bands; 2.25% estimated vs. 2.32% actual at an overall level. The LGD model is slightly non-conservative (71.2% estimated vs.73.4% actual). The existing CRD IV model suite has been re-calibrated to further improve its accuracy and submitted for PRA approval in May 2017.

For Germany Cards, the PD estimates are accurate; 1.35% estimated vs. 1.37% actual at an overall level. The overestimation in the LGD model (84% estimated vs. 74% actual) is primarily driven by a debt sale at a better price. A new set of CRD IV compliant models is currently under development and is due for regulatory submission by March 2019. Interim Post Model Adjustments (PMAs) are in place to address existing models’ deficiencies.

For UK Current Accounts, PD model overestimates primarily due to a decrease in actual default rates over the last year (0.70% estimated vs. 0.49% actual). The LGD model is accurate (81.68% estimated vs. 79.23% actual). A new CRD IV compliant model suite has been approved by the PRA in December 2017 and is currently under implementation.

Other Retail

This covers the Barclays UK loan portfolio. The PD rank ordering holds for all the PD ranges.

The PD model is marginally non-conservative at an overall level (3.34% estimated vs. 3.41% actual) due to quarterly calibration. The LGD (76.87% expected vs. 80.12% actual) model is also marginally under-predicting at an overall level based on a comparison over the past one year.

A new CRD IV compliant capital suite was submitted for PRA approval in December 2016.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    325


Barclays’ approach to managing risks

Management of credit risk mitigation techniques

and counterparty credit risk

 

Counterparty credit risk arises from derivatives and similar contracts. This section details the specific aspects of the risk framework related to this type of credit risk. As credit risk mitigation is one of the principal uses of derivative contracts by banks, this is also discussed in this section.

 

    On page 319 a high level description of the types of exposures incurred in the course of Barclays’ activity can be found.

    Mitigation techniques specific to counterparty credit risk are also discussed.

    A more general discussion of credit risk mitigation (covering traditional credit risks) is also included from page 327.

 

 

 

LOGO

326    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  363


Barclays’ approach to managing risks

Management of credit risk mitigation techniques and counterparty credit risk

Barclays’ approach to managing risks

Management of credit risk mitigation techniques

and counterparty credit risk

 

Credit risk mitigation

The Group employs a range of techniques and strategies to actively mitigate credit risks to which it is exposed.risks. These can broadly be divided into three types:

 

¡ Nettingnetting and set-off;set-off

 

¡ Collateral; andcollateral

 

¡ Risk transfer.risk transfer

The Group has detailedDetailed policies are in place to ensure thatappropriately recognise and record credit risk mitigation is appropriately recognised and recorded.mitigation. The recognition of credit risk mitigation is subject to a number of considerations, including ensuring legal certainty of enforceability and effectiveness, ensuringthat the valuation and liquidity of the collateral is adequately monitored, and ensuringthat the value of the collateral is not materially correlated with the credit quality of the counterparty.

All three types of credit risk mitigation may be used by different areas of the Group for exposures with a full range of counterparties. For instance, Investment Bank, Corporate Banking and other business areasbusinesses may all take property, cash or other physical assets as collateral for exposures to retailers, property companies or other client types.

Netting and set-off

In most jurisdictions in which the Group operates, credit risk exposures can be reduced by applying netting and set-off. In exposure terms, this credit risk mitigation technique has the largest overall impact on net exposure to derivative transactions, compared with other risk mitigation techniques.

For derivative transactions, the Group’s normal practice is to enter into standard master agreements with counterparties (e.g. ISDA)ISDAs). These master agreements typically allow for netting of credit risk exposure to a counterparty resulting from a derivative transactiontransactions against the Group’s obligations to the counterparty in the event of default, toand so produce a lower net credit exposure. These agreements may also reduce settlement exposure (e.g. for foreign exchange transactions) by allowing for payments on the same day in the same currency to be set-off against one another.

Under IFRS, netting is permitted only if both of the following criteria are satisfied:

 

¡ Thethe entity currently has a legally enforceable right to set-offset off the recognised amounts; andamounts

 

¡ Thethe entity intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Under US GAAP, netting is also permitted, regardless of a currently legally enforceable right of set-off and/or the intention to settle on a net basis, where there is a counterparty master agreement that would be enforceable in the event of bankruptcy.

Collateral

The Group has the ability to call on collateral in the event of default of the counterparty, comprising:

 

¡ Homehome loans:a fixed charge over residential property in the form of houses, flats and other dwellings. The value of collateral is impacted by property market conditions which drive demand and therefore value of the property. Other regulatory interventions on ability to repossess, longer period to repossession and granting of forbearance may also affect the collateral value;value.

 

¡ Wholesalewholesale lending: a fixed charge over commercial property and other physical assets, in various forms;forms.

 

¡ Otherother retail lending: includes charges over motor vehicle and other physical assets; second lien chargecharges over residential property, which isare subordinate to first chargecharges held either by the Group or by another party; and finance lease receivables, for which typically the Group retains legal title to the leased asset and has the right to repossess the asset on the default of the borrower;borrower.

¡ Derivatives:derivatives: the Group also often seeks to enter into a margin agreement (e.g. Credit Support Annex (CSA))Annex) with counterparties with which the Group has master netting agreements in place. These annexes to master agreements provide a mechanism for further reducing credit risk, whereby collateral (margin) is posted on a regular basis (typically daily) to collateralise the mark to market exposure of a derivative portfolio measured on a net basis. The Group may additionally negotiate the receipt of an independent amount further mitigating risk by collateralising potential mark to market exposure moves;moves.

 

¡ Reversereverse repurchase agreements:collateral typically comprises highly liquid securities which have been legally transferred to the Group subject to an agreement to return them for a fixed price; andprice.

 

¡ Financialfinancial guarantees and similar off-balance sheet commitments:cash collateral may be held against these arrangements.

For details of the fair value of collateral held, please refer to maximum exposure table on page 113. For detail of collateral in credit portfolios see pages 126 and 135.98.

In exposure terms, the main portfolios that the Group takes collateral for are home loans and reverse repurchase agreements with financial institutions.

Floating charges over receivables

The Group may also obtain collateral in the form of floating charges over receivables and inventory of corporate and other business customers. The value of this collateral varies from period to period depending on the level of receivables and inventory. It is impracticable to provide an estimate of the amount (fair value or nominal value) of this collateral. The Group may in some cases obtain collateral and other enhancements at a counterparty level, which are not specific to a particular class of financial instrument. The fair value of the credit enhancement gained has been apportioned across the relevant asset classes.

Collateral for derivative contracts

The collateral obtained for derivatives is predominantly either cash or government bonds (G7 and other highly rated governments).

Appropriate haircuts may be applied to non-cash collateral, which will beare agreed when the margin agreement (e.g. CSA) is negotiated.

Valuation of collateral and impact of market moves

Typically, assets other than cash are subject to regular revaluation (for example via physical review, linking to an external index or depreciation of the asset), to ensure they continue to achieve appropriate mitigation of risk. Customer agreements often include requirements for provision of additional collateral, should valuations decline or credit exposure increase, for example due to market moves impacting a derivative exposure.

The carrying value of non-cash collateral reflects the fair value of the physical assets, limited to the carrying value of the asset where the exposure is over-collateralised. In certain cases, where active markets or recent valuations of the assets are not available, estimates are used. For assets collateralised by residential or commercial property (and certain other physical assets), where it is not practicable to assess current market valuations of each underlying property, values reflect historical fair values updated for movements in appropriate external indices. For further information on LTV ratios in principal home loans portfolios, see the Credit Risk review section on page 127.146.

Liens over fluctuating assets such as inventory and trade receivables, known as floating charges, over the assets of a borrower are monitored annually. The valuation of this type of collateral takes into account the ability to establish objectively a price or market value, the frequency with which the value can be obtained (including a professional appraisal or valuation), and the volatility or a proxy for the volatility of the value of the collateral.

 

 

364  |
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    327


Barclays’ approach to managing risks

Management of credit risk mitigation techniques and counterparty credit risk

Barclays’ approach to managing risks

Management of credit risk mitigation techniques

and counterparty credit risk

 

 

For assets collateralised by traded financial instruments, values reflect MTM or mark to model values of those assets, applying a haircut where appropriate. A haircut is the valuation percentage applicable to each type of collateral and will be largely based on liquidity and price volatility of the underlying security.

Valuation of collateral – property

When property is taken as collateral, it is monitored to establish whether the current value is less than its value at origination. Monitoring is undertaken annually for commercial property or via linking to an external index for residential property. More frequent monitoring may be carried out where the property sector is subject to significant deterioration.

Deterioration is monitored principally by geography. Specific exercises to monitor property values may be undertaken where the property sector in a given geography has been subject to significant deterioration and where the Group has a material concentration of property collateral.

Monitoring may be undertaken either at a portfolio level (typically retail) or at an individual level (typically wholesale).

In retail businesses, monitoring on a portfolio level refers to a more frequent process of indexing collateral values on each individual loan, using a regional or national index, and updating LGD values. This monitoring may be a desk top assessment and need not necessarily include physical assessment of properties. In the event of charge-off, an individual valuation of the property is undertaken within 3three months of the charge-off event and subsequently undertaken at least every six months whilst in charge-off.

In wholesale, monitoring is undertaken by individuals who are not part of the sales /sales/ relationship part of the business. Where an appropriate local index is not available, property values are monitored on an individual basis as part of the annual review process for the loan. For larger loans, in addition to the regular annual review, the property value is reviewed by an independent valuer at least once every three years. This review is a more detailed assessment than the standard property monitoring review, and may include a fresh professional valuation. In addition, an independent valuer reviews the property valuation where information indicates that the value of the property may have declined materially relative to general market prices. In addition, trigger points are defined under which property values must be reviewed.

Valuation of collateral – distressed assets

The net realisable value from a distressed sale of collateral obtained by the Group upon default or insolvency of counterparty will in some cases be lower than the carrying value recognised. Assets obtained are normally sold, generally at auction, or realised in an orderly manner for the maximum benefit of the Group, the borrower’s other creditors and the borrower, in accordance with the relevant insolvency regulations. For business customers, in some circumstances, where excess funds are available after repayment in full of the outstanding loan, they are offered to any other, lower ranked, secured lenders. Any additional funds are returned to the borrower. The Group does not occupy repossessed properties for its business use or use assets obtained in its operations.

Additional revaluations are usually performed when a loan is moved to EWL or WL. Exceptions to this may be considered where it is clear a revaluation is not necessary, for instance where there is a very high margin of security or a recent valuation has been undertaken. Conversely, a material reduction in the value of collateral held represents an increase in credit risk and will often cause a loan to be placed on the EWL or WL.

Any one of the above events may also trigger a test for impairment, depending on individual circumstances of the loan. When calculating impairment, the difference between an asset’s carrying amount and the present value of all estimated cash flows discounted at the original effective interest rate will be recognised as impairment. Such cash flows include the estimated fair value of the collateral, which reflects the results of the monitoring and review of collateral values as detailed above and valuations undertaken as part of the Group’s impairment process.

Whether property values are updated as part of the annual review process, or by indexation of collateral values, the updated collateral values feed into the calculation of risk parameters which, in turn, feed into identified and unidentified impairment calculations at each balance sheet date.

Trends in LLRs incorporate the impact of any decrease in the fair value of collateral held.

Risk transfer

A range of instruments including guarantees, credit insurance, credit derivatives and securitisation can be used to transfer credit risk from one counterparty to another. These mitigate credit risk in two main ways:

 

¡ Ifif the risk is transferred to a counterparty which is more credit worthycreditworthy than the original counterparty, then overall credit risk will have been reduced; andis reduced

 

¡ Wherewhere recourse to the first counterparty remains, both counterparties must default before a loss materialises. This will beis less likely than the default of either counterparty individually so credit risk is reduced.

Risk transfer can also be used to reduce risk concentrations within portfolios lowering the impact of stress events.

Risk transfer transactions are undertaken with consideration to whether the collateral provider is correlated with the exposure, the creditworthinesscredit worthiness of the collateral provider and legal certainty of enforceability and effectiveness. Where credit risk mitigation is deemed to transfer credit risk, this exposure is appropriately recorded against the credit risk mitigation provider.

In exposure terms, risk transfer is used most extensively as a credit risk mitigation technique for wholesale loans and derivative financial instruments.

Off-balance sheet risk mitigation

The Group applies fundamentally the same risk management policies for off-balance sheet risks as it does for its on-balance sheet risks. In the case of commitments to lend, counterparties/customers will be subject to the same credit management policies as for loans and advances. Collateral may be sought depending on the strength of the counterparty and the nature of the transaction.

Recognition of credit risk mitigation in capital calculations

Credit risk mitigation is used to reduce credit risk associated with an exposure, which may reduce potential losses in the event of obligor default or other specified credit event.events.

Credit risk mitigation that meets certain regulatory criteria may be used to improve risk parameters and reduce RWA consumption against a given obligor. Collateral that meets these regulatory conditions is referred to as eligible collateral. Eligibility criteria are specified in articles 195 to 204 of the Capital Regulations Requirement (CRR).

The Group’s policies and standards set out criteria for the recognition of collateral as eligible credit risk mitigation and are designed to be fully consistent with all applicable local regulations and regulatory permissions.

Where regulatory capital is calculated under AIRB regulations, the benefit of collateral is generally taken by adjusting LGDs. For standardised portfolios, the benefit of collateral is taken using the financial collateral comprehensive method: supervisory volatility adjustments approach.

For instruments that are deemed to transfer credit risk, in AIRB portfolios the protection is generally recognised by using the PD and LGD of the protection provider.

For exposures treated under the Standardisedstandardised approach, the impact of eligible credit risk mitigation is primarily recognised by reducing the EAD associated with the exposure that benefits from the mitigation.

 

 

328    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  365


Barclays’ approach to managing risks

Management of credit risk mitigation techniques and counterparty credit risk

Barclays’ approach to managing risks

Management of credit risk mitigation techniques

and counterparty credit risk

 

Managing concentrations within credit risk mitigation

Credit risk mitigation taken by the Group to reduce credit risk may result in credit or market risk concentrations.

Guarantees that are treated as eligible credit risk mitigation are marked as an exposure against the guarantor and aggregated with other credit exposure to the guarantor. Limit monitoring at the counterparty level is then used for monitoring of concentrations in line with Group policy.

Commercial real estate lending is another potential source of concentration risk arising from the use of credit risk mitigation. The portfolio is regularly reviewed to assess whether a concentration in a particular region, industry or property type exists, and portfolio limits are in place to control the level of exposure to commercial, residential, investment and development activity. See page 364 to 366pages 89 and 105 for more information on collateral, valuation and monitoring of concentrations.

Counterparty credit risk

Derivative counterparty credit exposures

The Group enters into financial instruments that are traded or cleared on an exchange, including interest rate swaps, futures and options on futures. Holders of exchange traded instruments provide daily margins with cash or other securities at the exchange, to which the holders look for ultimate settlement.

The Group also enters into financial instruments that are traded over the counter, rather than on a recognised exchange. These instruments range from standardised transactions in derivative markets, to trades where the specific terms are tailored to the requirements of the Group’s counterparties. In most cases, industry standard documentation is used, most commonly in the form of a master agreement, with individual transaction confirmations. The existence of a signed master agreement is intended to give the Group protection in situations where the Group’s counterparty is in default.

Counterparty credit exposure arises from the risk that parties are unable to meet their payment obligations under certain financial contracts such as derivatives, securities financing transactions (e.g. repurchase agreements), or long settlement transactions.

A Monte Carlo simulation engine is used to estimate the Potential Future Exposure (PFE) to derivative and securities financing counterparties. The exposure simulation model simulates future market states and the MTM of the derivative transactions under those states. Simulated exposures including the effect of credit mitigants such as netting, collateral and mandatory break clauses can then be generated.

Credit limits for CCR are assessed and allocated using the PFE measure. A number of factors are taken into account when setting credit limits for individual counterparties, including but not limited to the credit quality and nature of the counterparty, the rationale for the trading activity entered into and any wrong-way risk considerations.

The expected exposures generated by this engine are also used as an input into both internal and regulatory capital calculations covering CCR.

‘Wrong-way risk’ in a trading exposure arises when there is significant correlation between the underlying asset and the counterparty, which in the event of default would lead to a significant MTM loss to the counterparty. Specific wrong-way risk trades, which are self-referencing or reference to other entities within the same counterparty group, require approval by a senior credit officer. The exposure to the counterparty will reflect the additional risk generated by these transactions.

Derivative CCR (credit value adjustments)

As the Group participates in derivative transactions it is exposed to CCR, which is the risk that a counterparty will fail to make the future payments agreed in the derivative contract. This is considered as a separate risk to the volatility of the MTM payment flows. Modelling this counterparty risk is an important part of managing credit risk on derivative transactions.

The counterparty risk arising under derivative transactions is taken into account when reporting the fair value of derivative positions. The adjustment to the value is known as credit value adjustment (CVA). It is the difference between the value of a derivative contract with a risk-free counterparty and that of a contract with the actual counterparty. This is equivalent to the cost of hedging the counterparty risk in the Credit Default Swap (CDS) market.

CVAs for derivative positions are calculated as a function of the expected exposure, which is the average of future hypothetical exposure values for a single transaction or group of transactions with the same counterparty, the credit spread for a given horizon and the LGD.

The expected exposure is calculated using Monte Carlo simulations of risk factors that may affect the valuation of the derivative transactions in order to simulate the exposure to the counterparty through time. These simulated exposures include the effect of credit mitigants such as netting, collateral and mandatory break clauses. Counterparties with appropriate credit mitigants will generate a lower expected exposure profile compared to counterparties without credit mitigants in place for the same derivative transactions.

Derivative netting and collateral arrangements

Credit risk from derivatives is mitigated where possible through netting agreements whereby derivative assets and liabilities with the same counterparty can be offset. Group policy requires all netting arrangements to be legally documented. The ISDA Master Agreement is the Group’s preferred agreement for documenting OTC derivatives. It provides the contractual framework within which dealing activities across a full range of OTC products are conducted, and contractually binds both parties to apply close-out netting across all outstanding transactions covered by an agreement if either party defaults or other predetermined events occur. The majority of the Group’s OTC derivative exposures are covered by ISDA master netting and ISDA CSA collateral agreements.

Collateral is obtained against derivative assets, depending on the creditworthiness of the counterparty and/or nature of the transaction. Any collateral taken in respect of OTC trading exposures will be subject to a ‘haircut’, which is negotiated at the time of signing the collateral agreement. A haircut is the valuation percentage applicable to each type of collateral and will be largely based on liquidity and price volatility of the underlying security. The collateral obtained for derivatives is predominantly either cash, direct debt obligation government (G14+) bonds denominated in the domestic currency of the issuing country, debt issued by supranationals or letters of credit issued by an institution with a long-term unsecured debt rating of A+/A3 or better. Where the Group has ISDA master agreements, the collateral document will be the ISDA CSA. The collateral document must give Barclays the power to realise any collateral placed with it in the event of the failure of the counterparty.

 

 

366  |
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    329


Barclays’ approach to managing risks

Management of market risk

Barclays’ approach to managing risks

Management of market risk

 

This section describes the governance structure specific to the management of market risks, as well as a discussion of measurement techniques.

 

¡

Market risks are varied, and a range of techniques must be used to manage them. From page368page 331 we provide an overview of the market risks we incur across the Group

 

¡

The governance structure specific to market risks is discussed on pages368 to370.pages 331 to 332.

The rest of the section consists of the section is divided into traded non-traded and other risks:

 

¡

Traded marketMarket risk, the risk of the Group being impacted by changes in the level or volatility of positions in the trading book, is covered on pages370pages 331 to375. 337. Measurement techniques such as VaR, are discussed, as well as techniques applied when statistical techniques are not appropriate

¡

Non-traded market risks, the risk that the Group is unable to hedge its banking book, mainly arising as a result of lending and deposit taking activities, are discussed from 376 to377, along with a discussion of how they are managed

¡

Other market risks, such as those associated with Barclays pension obligations, are analysed separately from page377.

appropriate.

 

 

 

LOGO

330    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  367


Barclays’ approach to managing risks

Management of market risk

Barclays’ approach to managing risks

Management of market risk

    

 

Introduction to the management of marketMarket risk

The risk of a reduction to earnings or capital due to volatilityloss arising from potential adverse changes in the value of the trading book positions or an inabilityfirm’s assets and liabilities from fluctuation in market variables including, but not limited to, hedge the banking book balance sheet.

interest rates, foreign exchange, equity prices, commodity prices, credit spreads, implied volatilities and asset correlations.

 

Overview

Traded market risk

Traded marketMarket risk arises primarily as a result of client facilitation in wholesale markets, involving market making activities, risk management solutions and execution of syndications. Upon execution of a trade with a client, the Group will look to hedge against the risk of the trade moving in an adverse direction. Mismatches between client transactions and hedges result in market risk due to changes in asset prices.

Non-traded market risk

Banking book operations generate non-traded market risk, primarily through interest rate risk arising from the sensitivity of net interest margins to changes in interest rates. As the principal banking business PCB engages in internal derivative trades with Treasury to manage this interest rate risk to within its defined risk appetite, however, the businesses remain susceptible to market risk from four key sources:

¡Prepayment risk:balance run-off may be faster or slower than expected due to customer behaviour in response to general economic conditions or interest rates. This can lead to a mismatch between the actual balance of products and the hedges executed with Treasury based on initial expectations;

¡Recruitment risk:the volume of new business may be lower or higher than expected requiring the business to unwind or execute hedging transactions with Treasury at different rates than expected;

¡Residual risk and margin compression:the business may retain a small element of interest rate risk to facilitate the day to day management of customer business. Additionally, in the current low rate environment, deposits on which the Group sets the interest rate are exposed to margin compression. This is because for any further fall in base rate the Group must absorb an increasing amount of the rate move in its margin; and

¡Lag risk:the risk of being unable to re-price products immediately after a change in interest rates due to mandatory notification

periods. This is highly prevalent in managed rates savings product (e.g. Every Day Saver) where customers must be informed in writing of any planned reduction in their savings rates.

Pension risk

The Group maintains a number of defined benefit pension schemes for past and current employees. The ability of the pension fund to meet the projected pension payments is maintained principally through investments.

Pension risk arises because the estimated market value of the pension fund assets might decline; or their investment returns might reduce; or the estimated value of the pension liabilities might increase. The Group monitors the market risks arising from its defined benefit pension schemes, and works with the trustees to address shortfalls. In these circumstances, the Group could be required or might choose to make extra contributions to the pension fund. The Group’s main defined benefit scheme was closed to new entrants in 2012.

Insurance risk

Insurance risk is solely managed within Africa Banking where four categories of insurance risk are recognised, namely short-term insurance underwriting risk, life insurance underwriting risk, life insurance mismatch risk, and life and insurance investment risk.

Insurance risk arises when:

¡Aggregate insurance premiums received from policyholders under a portfolio of insurance contracts are inadequate to cover the claims arising from those policies and the expenses associated with the management of the portfolio of policies and claims;

¡Premiums are not invested to adequately match the duration, timing and size of expected claims; or

¡Unexpected fluctuations in claims arise or when excessive exposure (e.g. in individual or aggregate exposures) relative to capacity is retained in the entity.

Insurance entities also incur market risk (on the investment of accumulated premiums and shareholder capital), credit risk (counterparty exposure on investments and reinsurance transactions), liquidity risk and operational risk from their investments and financial operations.

Organisation and structure

Traded marketMarket risk in the businesses resides primarily in Investment Bank,Barclays International and Group Treasury, Africa Banking and Non-Core.Treasury. These businesses have the mandate to incur traded market risk. Non-traded market risk is mostly incurred in PCB and Barclaycard.

LOGO

368  |


Barclays’ approach to managing risks

Management of market risk

Market risk oversight and challenge is provided by business committees,Committees and Group committees,Committees, including the Market Risk Committee and Group Market Risk. The chart below gives an overview of the business control structure.Committee.

Overview of the business market risk control structure

LOGO

Roles and responsibilities

The objectives of market risk management are to:

 

¡ Understandunderstand and control market risk by robust measurement, limit setting, reporting and oversight;oversight

 

¡ Facilitatefacilitate business growth within a controlled and transparent risk management framework;framework

 

¡ Ensure that tradedcontrol market risk in the businesses resides primarily in certain areas, and that it is controlled according to the allocated appetite;appetite

¡Control non-traded market risk in line with approved appetite;

¡Control insurance risk in line with approved appetite; and

¡Support the BNC strategy of asset reductions by ensuring that it remains within agreed risk appetite.

To ensuremeet the above objectives, are met, a well established governance structure is in place to manage these risks consistent with the ERMF (evaluate-respond-monitor).ERMF. See page 340pages 302 to 308 on risk management strategy, governance and risk culture.

BFRC reviews and approvesThe BRC recommends market risk appetite to the Board for the Group.their approval. The Group FinancialMarket Risk Director (GFRD)Principal Risk Lead (PR Lead) is responsible for the Market Risk Control Framework and, under delegated authority from the Group CRO, setsagrees with the Business CROs a limit framework within the context of the approved market risk appetite.

Across the Group, market risk oversight and challenge is provided by business committees, Group committees, including the Group Market Risk Committee and Group Market Risk. The chart above gives an overview of the business control structure.

The Group Market Risk Committee approves and makes recommendations concerning the Group-wide market risk profile. This includes overseeing the operation of the Market Key Risk FrameworksFramework and associated standards and policies; reviewing arising market or regulatory issues, limits and utilisation; and proposing risk appetite levels to the Board. The Committee is chaired by the GFRDPR Lead and attendees include the business heads of market risk, business aligned market risk managers and senior managers from Group Market Risk and Internal Audit.

The head of each business is accountable for all market risks associated with its activities, while the head of the market risk team covering each business is responsible for implementing the Key Risk Control frameworksrisk control framework for market risk.

Risk management in the setting of strategy

Appetite for market risk is recommended by the risk function to be agreedBRC for agreement by BFRC.the Board. Mandate and scales are set to control levels of market risk and ensureassist the Group remainsremain within the BFRCBRC approved risk appetite. The Group runs an annual Group-wide stress testing exercise which aims to simulate the dynamics of exposures across the Group and cover all risk factors. The exercise is also designed to measure the impact to the Group’s fundamental business plan, and is used to manage the wider Group’s strategy.

See pages 350 to351 for more detail on the role of risk in the setting of strategy.

LOGO|  369

See page 308 for more detail on

the role of risk in the setting of strategy.


Barclays’ approach to managing risks

Management of market risk

Market risk culture

Market risk managers are independent from the businesses they cover, and their line management reports into the CRO. This embeds a risk culture with strong adherence to limits that support Group-wide risk appetite. See page 344

LOGOSee page 305 for more detail on risk culture.

LOGO

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    331


Barclays’ approach to managing risks

Management of traded market risk

Management of market risk, mitigation and hedging policies

The governance structure helps ensuremanage and understand all market risks that the Group is exposed to are well managed and understood.to.

Traded market risk is generated primarily as a result of market making activities, syndications and providing risk management solutions to clients. Group Treasury supports the businesses in managing their interest rate risk. Positions will contribute both to market risk limits and regulatory capital if relevant.

As part of the continuous monitoring of the risk profile, Market Risk meets with the businesses to discuss the risk profile on a regular basis. The outcome of these reviews includes further detailed assessments of event risk via stress testing, risk mitigation and risk reduction.

Traded marketMarket risk measurement – management view

Market risk management measures

A range of complementary approaches to measure traded market risk are used which aim to capture the level of losses that the bank is exposed to due to unfavourable changes in asset prices. The primary tools to control the firm’s exposures are:

 

MeasureDescription

Management Value at Risk (VaR)

  An estimate of the potential loss arising from unfavourable market movements, if the current positions were to be held unchanged for one business day.

Primary stress tests

  An estimate of potential losses that might arise from severe market moves or scenarios impacting key liquid market risk factors.exposures.

Secondary stress tests

  Modelled losses from unfavourable market movements to illiquid market risk exposures.

Business scenario stresses

  Multi asset scenario analysis of extreme,severe, but plausible events that may impact the market risk exposures of the Group.

investment bank.

The use of Management VaR for traded market risk is broader than the application for use of VaR for regulatory capital, and captures standardised, advanced and certain banking books where traded market risks are deemed to exist. The wider scope of Management VaR is what the Group deems as material market risk exposures which may have a detrimental impact on the performance of the Group.trading business. The scope used in Regulatory VaR (see page 372)334) is narrower as it applies only to trading book positions as approved by the PRA.

Stress testing and scenario analysis are also an important part of the risk management framework, to capture potential risk that may arise in severe but plausible events.

Management VaR

¡ Estimatesestimates the potential loss arising from unfavourable market movements, over one day for a given confidence level;level

 

¡ Differsdiffers from the Regulatory VaR used for capital purposes in scope, confidence level and horizon; andhorizon

 

¡ Backback testing is performed to ensuretest the model is fit for purpose.

VaR is an estimate of the potential loss arising from unfavourable market movements if the current positions were to be held unchanged for one business day. For internal market risk management purposes, a historical simulation methodology with a two-year equally weighted historical period, at the 95% confidence level is used for all trading books and some banking books. Risk factors driving VaR are grouped into key risk types as summarised below:

Risk factorDescription

Interest rate  Changes in the level or shape of interest rate expectations that can impact prices of interest rate sensitive assets, such as bonds and derivatives instruments, likesuch as interest rate swaps.

Spread  Difference between bond yields and swaps rates that arises when a business has positions in both bonds and interest rate/inflation derivatives instruments. Both assets may trade at different levels but are fundamentally exposed to similar risk.

Foreign exchange  The impact of changes in foreign exchange rates and volatilities.

Equity  Risk due to changes in equity prices, volatilities and dividend yields, for example as part of market making activities, syndication or underwriting of initial public offerings.

Commodity  Arises primarily from providing hedging solutions to clients and access to financial investors via financially-settled energy derivatives exposed to a range of commodity products on both a derivative and physical basis and involves movementschanges in the absolute level of energy spot or forward prices and shape of the spot and forward curves.their volatilities.

Inflation  Arises from the impact of changes in inflation rates and volatilities on cash instruments and derivatives. This arises as part of market makingmarking activities, whereby the Group may be exposed to changes in inflation rates, for example, market making syndications for inflation linked securities.

Traded credit  Arises from the uncertainty of credit quality impacting prices of assets, for example positions such as corporate bonds, securitised products and credit based derivative instruments, including credit default swaps.

Risk factorDescription
Basis  The impact of changes in interest rate tenor basis (e.g. the basis between swaps vs 3M LIBOR and swaps vs 6M LIBOR) and cross-currency basis and is primarily generated as a result of market making activities.

In some instances, historical data is not available for particular market risk factors for the entire look-back period, for example, complete historical data would not be available for anour equity security following an initial public offering. In these cases, market risk managers will proxy the unavailable market risk factor data with available data for a related market risk factor.

The output of the Management VaR model can be readily tested through back testing. This checks instances where actual losses exceed the predicted potential loss estimated by the VaR model. If the number of instances is higher than expected, where actual losses exceed the predicted potential loss estimated by the VaR model, this may indicate limitations with the VaR calculation, for example, a risk factor that would not be adequately captured by the model.

The Management VaR model in some instances may not appropriately measure some market risk exposures, especially for market moves that are not directly observable via prices. Market risk managers are required to identify risks which are not adequately captured in VaR (‘risks not in VaR’ or ‘RNIVs’, discussed below).

370  |


Barclays’ approach to managing risks

Management of market risk

When reviewing VaR estimates, the following considerations are taken into account:

 

¡ Thethe historical simulation uses the most recent two years of past data to generate possible future market moves, but the past may not be a good indicator of the future;future

 

¡ Thethe one-day time horizon may not fully capture the market risk of positions that cannot be closed out or hedged within one day;day

 

¡ VaR is based on positions as at close of business and consequently, it is not an appropriate measure for intra-day risk arising from a position bought and sold on the same day; andday

 

¡ VaR does not indicate the potential loss beyond the VaR confidence level.

Limits are applied at the total level as well as by risk factor type, which are then cascaded down to particular trading desks and businesses by the market risk management function.

See page 145 for a review

332    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of Management VaR in 2014.market risk

Primary stress tests

¡Key tool used by management to measure liquid market risks from extreme market movements or scenarios in each major trading asset class

Primary stress tests are key tools used by management to measure liquid market risks from extreme market movements or scenarios in each major trading asset class. Stress testing provides an estimate of potential significant future losses that might arise from extreme market moves or scenarios. Primary stress tests apply stress moves to key liquid risk factors for each of the major trading asset classes, namely:

 

¡ Interestinterest rates:shock to the level and structure of interest rates and inflation across currencies;currencies

 

¡ Credit:credit:impact on traded corporate credit exposures and securities structures, including across rating grades, geography, sectors and products;products

 

¡ Foreignforeign exchange:impact of unfavourable moves in currency prices and volatility;volatility

 

¡ Equity:equity:shocks to share prices including exposures to specific markets and sectors;sectors

 

¡ Commodities:commodities:adverse commodity price changes across both physical and derivative markets; and

¡Securitised products:stresses to securitised structures and associated hedges.markets.

Primary stresses apply moves to liquid assets incorporating up to 10 days holding period. Shock scenarios are determined by a combination of observed extreme historical moves and forward looking elements as appropriate.

Primary stresses are calculated for each asset class on a standalone basis. Risk managers calculate several stress scenarios and communicate the results to senior managers to highlight concentrations and the level of exposures. Primary stress loss limits are applied across the trading businesses and is a key market risk control.

Secondary stress tests

¡Key tool used by management to measure illiquid market risks from extreme market movements or scenarios in each major trading asset class

Secondary stress tests are key tools used by management to measure illiquid market risks from extreme market movements or scenarios in each major trading asset class.

Secondary stress tests are used in measuring potential losses arising from market risks that are not captured in the primary stress tests.

These may relate to financial instruments or risk exposures which are not readily or easily tradable or markets that are naturally sensitive to a rapid deterioration in market conditions.

For each asset class, secondary stresses are aggregated to a single stress loss which allows the business to manage its liquid and illiquid risk factors. Limits against secondary stress losses are also applied, which allows the firm to manage and control the level of illiquid risk factors.

Stresses are specific to the exposure held and are calibrated on both observed extreme moves and some forward-looking elements as appropriate.

Business scenario stresses

¡Key tool used by management to measure aggregated losses across the entire trading book as a result of extreme forward-looking scenarios encompassing simultaneous shocks to multiple asset classes

Business scenario stresses are key tools used by management to measure aggregated losses across the entire trading book as a result of extreme forward-looking scenarios encompassing simultaneous shocks to multiple asset classes.

Business scenario stresses apply simultaneous shocks to all risk factors assessed by applying respective changes into foreign exchange rates, interest rates, credit spreads, commodities and equities to the entire portfolio, for example, the impact of a rapid and extreme slowdown in the global economy. The measure shows results on a multi-asset basis across all trading exposures. Business scenarios are used for risk appetite monitoring purposes and are useful in identifying concentrations of exposures and highlighting areas that may provide some diversification.

The estimated impactimpacts on market risk exposures isare calculated and reported by the market risk management function on a frequent and regular basis. The stress scenario and the calibration on the shocks are also reviewed by market risk managers periodically for theirits relevance considering any market environment.

Scenarios such as afocusing on adverse global recession, deterioration in the availability of liquidity, contagion effects of a slowdown in one of the major economies, slowdown in a major economic regioneasing of global growth concerns, and a historical event scenario are examples of business scenarios. If necessary, market event-specific scenarios are also calculated, such as, an unfavourable outcome of a US debt ceiling negotiation and the impact of a disorderly exit of quantitative easing programmes.as:

See page 148 for a review of business scenario stresses in 2014.

a unilateral decision to exit the Eurozone by a member country

the impact of a large financial institution collapse, or

a disorderly exit of quantitative easing programmes, including unexpected rapid and continuous interest rate rises as a result.

Traded marketMarket risk measurement – regulatory view

Regulatory view of traded positions

For regulatory purposes, the trading book is defined as one that consists of all positions in CRD financial instruments and commodities held either with trading intent, or in order to hedge other elements of trading, and which are either free of any restrictive covenants on their tradability, or able to be hedged. A CRD financial instrument is defined as a contract that gives rise to both a financial asset of one party and a financial liability or equity instrument of another party.

All of the below regulatory measures, including the Standardisedstandardised approach, generate market risk capital requirements, in line with the regulatory requirements set out in the Capital Requirements Directive (‘CRD IV’) and Regulation. Positions which cannot be included in the trading book are included

within the banking book and generate risk capital requirements in line with this treatment.

Inclusion of exposures in the regulatory trading book

The Group maintains a Trading Book Policy, which defines the minimum requirements a business must meet to run trading positions and the process by which positions are allocated to trading or banking books. Trading intent is a key element in deciding whether a position should be treated as a trading or banking book exposure.

All trading books must be managed by the businesses that have Group permission to undertake activities that give rise to traded market risk. Prior to the Group Strategy update, announced in May 2014, this was the Investment Bank and Absa Corporate. Since the announcement, the Investment Bank, Treasury, Africa Banking and Barclays Non-Core are permitted to take traded market risk. These businesses are required to document their implementation of trading book standards which define how the Group Trading Book Policy will be implemented. In particular, businesses are expected to evidence trading intent, for example, by setting and enforcing risk and position limits and defining the consequences of breaching these limits.

Positions in the trading book are subject to market risk capital, computed using models where regulatory approval has been granted, otherwise the market risk capital requirement is calculated using standard rules as defined in the Capital Requirement Regulation (CRR), part of the CRD IV package. If any of the criteria specified in the policy are not met for a position, then that position must be allocated to the banking book.

|  371


Barclays’ approach to managing risks

Management of market risk

Most of the Group’s market risk regulatory models are assigned the highest model materiality rating. Consequently, the Regulatory VaR model is subject to annual re-approval at the Executive Models Committee (EMC), which is chaired by the CROIndependent Validation Unit. The Independent Validation Unit makes an assessment of model assumptions and the CFO. EMC considers evidence of model suitability provided by the model owner, as well as an independent validation conducted by the Independent Validation Unit.owner. The following table summarises the models used for market risk regulatory purposes and the applicable regulatory thresholds.

Valuation standards

CRR article 105 defines regulatory principles which need to be applied to fair value assets and liabilities, in order to determine a prudent valuation.

The Prudent Valuation Adjustment (PVA) is applied to accounting fair values where there are a range of plausible alternative valuations. It is calculated in accordance with Article 105 of the Capital Requirements Regulation (CRR),CRR, and includes (where relevant) adjustments for the following factors: unearned credit spreads, close-out costs, operational risk, market price uncertainty, early termination, investing and funding costs, future administrative costs and model risk. The PVA includes adjustment for all fair valued financial instruments and commodities, irrespective of whether they are in the trading or banking book.

Page 255 of the notes to the financial statements sets out the valuation control framework for accounting valuations and the related responsibilities of theThe Finance-product control valuations function and the Valuation Committee. This function and committeeCommittee are also responsible for the oversight of the PVA and ensuringmeeting compliance with article 105 of the CRR.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    333


Barclays’ approach to managing risks

Management of market risk

Regulatory measures for traded marketMarket risk

There are a number of regulatory measures which the Group has permission to use in calculating regulatory capital (internal models approval). These are listed below::

 

MeasureDefinition

Regulatory Value at Risk (VaR)

  An estimate of the potential loss arising from unfavourable market
Risk (VaR)movements calibrated to 99% confidence interval ten-day10-day holding period.

Stressed Value at Risk (SVaR)

  An estimate of the potential loss arising from a twelve-month period of
(SVaR)significant financial stress calibrated to 99% confidence interval 10 day 10-day
holding period.

Incremental Risk Charge (IRC)

  An estimate of the incremental risk arising from rating migrations and
Charge (IRC)defaults, beyond what is already captured in specific market risk VaR
for the non-correlation trading portfolio. Uses a 99.9% confidence level
and a one-year horizon.

All PriceComprehensive Risk (APR)

  An estimate of all the material market risk, including rating migration
Measure (CRM)and default for the correlation trading portfolio.

The legal entities for which the PRA has given permission to use internal models for market risk regulatory capital are: BBPlc Trading and BCSL (consolidated), BBPlc Trading, BCSL and BBSA. The legal entity for which the FRBNY has given permission to use internal models is IHC.

Regulatory VaR

¡ Estimates the potential loss arising from unfavourable market movements;movements.

 

¡ Regulatory VaR differs from the management approach.approach in the following respects.

 

VaR Variable Regulatory Management
Confidence interval 99% 95%
Scope As approved by the Management view of market risk exposures.
 regulator (PRA or Includes trading books and banking books

 FRBNY) exposed to price risk
VaR VariableRegulatoryManagement

Confidence interval

 99% 95%

Scope

 As approved by the regulator (PRA) Management view of market risk exposures. Includes trading books and banking books exposed to price risk

Look-back period

 2 years 2 years 2 years 2 years

Liquidity Horizon (holding period)

 10 days 1 day

Liquidity Horizon 10 days 1 day
(holding period)    

Regulatory VaR allows oversight of the total potential losses, at a given confidence level, of those trading books which received approval from the regulator to be covered via an internal model. The Group uses a Regulatory VaR levels contribute to the calculation of themodel that diversifies general and specific market risk RWAs.for regulatory capital. Market risks are captured in the Regulatory VaR model using either full revaluation or an approximate revaluation approach depending on the type of product. When simulating potential movements in risk factors, returns are modelled using a combination of absolute changes, proportional changes or a blended mix of these two approaches.

Management VaR allows the bank to supervise the total market risk within Investment bank,across the Group, including theall trading bookbooks and some banking books.

Management VaR is also utilised for the internal capital model (economic capital).

Regulatory VaR is fundamentally the same as the Management VaR (see page 370)332), with the key differences listed above.

The model is complemented with RNIVs, as described on page 375. (including significant RNIVs over the year).337.

Stressed Value at Risk (SVaR)

¡ Estimates the potential loss arising from unfavourable market movements in a stressed environment; andenvironment.

 

¡ Identical to Regulatory VaR, but calibrated over a one-year stressed period.

Regulatory capital is allocated to individual businesses. For regulatory capital calculation purposes the Group computes a market risk capital requirement based on a ten-day, 99% VaR metric calibrated to a period of significant financial stress. This Stressed VaR (‘SVaR’) capital requirement is added to the market risk capital requirement arising from regulatory VaR, the Incremental Risk Charge and the All Price Risk on an undiversified basis.

Regulatory capital is allocated to individual businesses. For regulatory capital calculation purposes the Group computes a market risk capital requirement based on a one-day scaled to ten-day, 99% VaR metric calibrated to a period of significant financial stress. This SVaR capital requirement is added to the market risk capital requirement arising from regulatory VaR, the Incremental Risk Charge and the All Price Risk on an undiversified basis.

The SVaR model is required tomust be identical to the VaR model used by the Group, with the exception that the SVaR model must be calibrated to a one-year period of significant financial stress (‘the SVaR period’). The Group selects the SVaR period to be a one-year period that maximises the sum of general market risk Regulatory VaR and specific market risk Regulatory VaR for positions in scope of regulatory approval. The SVaR period is reviewed on a quarterlymonthly basis or when required by material changes in market conditions or the trading portfolio.

SVaR cannot be meaningfully backtested as it is not sensitive to current market conditions. Many market risk factors with complete historical data over a two-year period may not have complete data covering the SVaR period and consequently, more proxies may be required for SVaR than for VaR. The SVaR metric itself has the same strengths and weaknesses as the Group’s VaR model.

372  |


Barclays’ approach to managing risks

Management of market risk

Incremental Risk Charge (IRC)

¡ Captures risk arising from rating migrations and defaults for traded debt instruments incremental to that already captured by Regulatory VaR and SVaRSVaR.

IRC captures the risk arising from ratings migrations or defaults in the traded credit portfolio. IRC measures this risk at a 99.9% confidence level with a one-year holding period and applies to all positions in scope for specific risk including sovereign exposure.

The Group’s IRC model simulates default and ratings transition events for individual names. The behaviour of names is correlated with one another to simulate a systemic factor to model the possibility of multiple downgrades or defaults. The correlations between non-sovereign names are based on the Basel-defined correlations stipulated in the IRB approach to measuring credit risk capital, with a fixed correlation between sovereign names.

The Group’s IRC model simulates the impact of a ratings transition by estimating the improvement or deterioration in credit spreads resulting from the transition and assumes that the historically observed average change in credit spreads (measured in relative terms) resulting from ratings transitions provides an accurate estimate of likely widening or tightening of credit spreads in future transitions. For each position, the model computes the impact of spread moves up or down at pre-specified relative movements, in spread and the actual impact is obtained by interpolating or extrapolating the actual spread move from these pre-computed values.

The Group’s IRC model assumes that ratings transitions, defaults and any spread increases occur on an instantaneous basis.

All PriceComprehensive Risk (APR)Measure (CRM)

¡ Captures all market risks affecting the correlation trading portfolioportfolio.

APRCRM covers the correlation trading portfolio and is intended to adequately capture all risk factors relevant to corporate Nth-to-default (on a basket of referenced names) and tranched credit derivatives. The capital requirement is based on a 99.9% confidence interval over a one-year holding period. The model generates a scenario based on a Monte Carlo simulation and revalues the portfolio under the simulated market scenario.

334    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of market risk

Table 95: Market risk models selected features
Component modelled

Number of significant

models and size

of associated portfolio

(RWAs)

Model description and methodologyApplicable regulatory thresholds
Regulatory VaR1 model;Equally-weighted historical simulation ofRegulatory VaR is computed with ten-day
£2.8bnpotential daily P&L arising from market movesholding period and 99% confidence level
SVaR1 model;Same methodology as used for VaR model,Regulatory SVaR is computed with ten-day
£6.8bnbut using a different time seriesholding period and 99% confidence level
IRC1 model;Monte Carlo simulation of P&L arising fromIRC is computed with one-year holding period
£3.0bnratings migrations and defaultsand 99.9% confidence level
CRM1 model;Same approach as IRC, but it incorporatesCRM is computed with one-year holding
£0.0bnmarket-driven movements in spreads andperiod and 99.9% confidence level.
correlations for application to correlationAs required in CRD IV, the CRM charge is
trading portfolios.subject to a floor set with reference to
standard rules charge

The model captures the following risk factors in the correlation trading portfolio:

 

¡ Defaultdefault and ratings migration over a one-year time horizon;horizon

 

¡ Creditcredit spread volatility;volatility

 

¡ Recoveryrecovery risk: uncertainty of the recoverable value under default;default

 

¡ Correlation risk;correlation risk

 

¡ Basisbasis risk: basis between credit indices and its underlying constituents; andconstituents

 

¡ Hedgehedge slippage: portfolio rebalancing assumption.

The Group’s APRCRM model is based on the IRC model but also captures market risks not related to transition or default events, such as movements in credit spreads or correlations. These risk factors are included as part of the Monte Carlo simulation using distributions calibrated to historically observed moves.

See pages 148 for a review The Group’s CRM model assumes that ratings transitions, defaults and any spread increases occur on an instantaneous basis. The Group applies stress tests to the modelling parameters based on combinations of regulatory measureschanges in 2014.credit spreads, correlations and default events.

Regulatory back testing

Back testing is the method by which the Group checks and affirms that its procedures for estimating VaR are reasonable and serve its purpose of estimating the potential loss arising from unfavourable market movements. The back testing process is a regulatory requirement and seeks to estimate the performance of the regulatory VaR model if it had been employed in prior periods.model. Performance is measured by the number of exceptions to the model i.e. net trading P&L loss in one trading day is greater than the estimated VaR for the same trading day. The Group’s procedures could be underestimating VaR if exceptions occur regularlymore frequently than expected (a 99% confidence interval indicates that one exception willis expected to occur in 100 days).

Back testing is performed at a legal entity level, sub-portfolio levels and business-aligned portfolios (shown in the table below and in the charts on the next page) on the Group’s regulatory VaR model. Regulatory back testing compares Regulatory VaR at 99% confidence level (one-day holding period equivalent) to actual and hypothetical changes in portfolio value as defined in CRR Article 366. The consolidated Barclays Bank PLC and Barclays Capital Securities Ltd is the highest level of consolidation for the VaR models that are used in the calculation of regulatory capital.

A back testing exception is generated when a loss is greater than the daily VaR for any given day.

As defined by the PRA, a green modelstatus is consistent with a good working VaR model and is achieved for models that have four or fewer back testing exceptions in a 12-month period. Back testing counts the number of

days when a loss exceeds the corresponding VaR estimate, measured at the 99% regulatory confidence level. For the Investment Bank’s regulatory DVaR model at the consolidated legal entity level, green model status was maintained for 2014.2017.

Back testing is also performed on management VaR to ensureassess it remains reasonable and fit for purpose.

|  373


Barclays’ approach to managing risks

Management of market risk

The table below shows the VaR back testing exceptions on portfolioslegal entities aligned to the Group’s business in 2014. A back testing exception is generated whenas at 31 December 2017. Model performance at a loss is greater thanlegal entity level determines regulatory capital within those entities. Legal entity disclosure also reflects the management perspective as Barclays moves forward with structural change, where VaR and model performance of VaR for a given day.legal entity across asset class becomes more relevant than asset class metrics across legal entity.

    Actual P&L   Hypo P&L 
Legal entity  

Total
    Exceptions

            Statusb   Total
    Exceptions
            Statusb 
BBPlc Trading and BCSL       G    3    G 
BBPlc Trading       G    3    G 
BCSL   5    A    3    G 
BBSAa       G        G 
IHC       G    2    G 

Notes

aBCI back testing has been replaced by IHC back testing from 1 July 2016 (both are included below for their respective periods). Please note that IHC back testing is performed for hypo P&L only as per US regulatory requirements.
bRAG status is accurate as of year-end.

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    335


 PortfoliosTotal exceptions        Status

 Equities 

4

Green                

Barclays’ approach to managing risks

Management of market risk

 

 Commodities (Core)

3

Green

 Foreign exchange

0

Green

 Fixed income rates

2

Green

 Client capital management

0

Green

 Credit sub-portfolios

0

Green

 Counterparty risk trading single  name trading

3

Green

 Treasury

1

Green

The charts below show VaR for the Group’s regulatory portfolios where at least one exception has occurred during 2014.aligned by legal entity. The dark blue linesand grey points on the charts indicate losses on the small number of days on which theyactual and hypo P&L respectively exceeded the VaR amount.

The majorityIn addition to being driven by market moves in excess of the 99% confidence level, back testing exceptions can be caused by risks that impact P&L not captured directly in the year were driven by markets movingVaR

itself but separately captured as non VaR-type, namely Risks Not in a fashion unanticipated by the model, primarily due to risk factors moves that are higher than the VaR predicted based on the 99% confidence level. Additional exceptions are caused by non-VaR type risks which may be related to events, such as M&A, or due to pricing remarks in line with valuation policies. (RNIVs).

Exceptions are reported to internal management and regulators on a regular basis and exceptions are investigated to ensurecheck the model performs as expected. Overall back testing for the consolidated legal entity remains in the green zone, suggesting that the VaR remains fit for purpose.

 

 

Equities

LOGO

Foreign exchange

LOGO

Counterparty risk trading single name trading

LOGO

Commodities (Core)

LOGO

Fixed income rates

LOGO

Treasury

LOGO

LOGO

 

374  |336    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of market risk

 

 

The exceptions above, including those that occurred in September and December, were not driven by common market or idiosyncratic risk factors.

Management of risks not fully captured in models, including Risks not in VaR (RNIVs)

The Group’s risk identification process captures risks that either have been observed to, or have the capacity to, produce material losses in normal and stressed market conditions. To ensureenforce risk coverage, the range of keycore risks is identified following either market convention, regulatory guidance, or the specific historical experience of the Group and is considered as part of the new product processes.

In some instances, the Management and Regulatory VaR model may not appropriately measure some market risks, especially where market moves are not directly observable via prices, the Group has policies to ensure thatenforce add-ons are applied where risks are not captured by the model. RNIVs refer to those keycore risks that are not captured, or not adequately captured, in VaR and SVaR. RNIVs can include:

 

¡ Risksrisks not fully captured elsewhere and/or illiquid risk factors such as cross-risks;

 

¡ Basisbasis risks;

 

¡ Higher-orderhigher-order risks;

 

¡ Calibrationcalibration parameters, for instance to model parameter uncertainty; and

 

¡ Potentialpotential losses in excess of fair valuation adjustments taken in line with the Valuation Control Framework. Please see note 18 on page 216 ‘Fair value of assets and liabilities’ in the notes to the financial statements on page 242 for more details on fair value adjustments.

The treatment of RNIVs follows whether the risks are considered VaR type or non-VaR type, which depends on, and can change with, the evolving state of financial markets:

 

¡ VaR-type RNIVs:: Typically represent risks that are not well captured in VaR, mainly because of infrastructure limitations or methodology limitations. In this instance two metrics are calculated, a VaR RNIV and a SVaR RNIV, using the same confidence level, capital horizon and observation period as VaR and SVaR respectively and are capitalised using the same multipliers as VaR and SVaR; andSVaR

 

¡ Non VaR-type RNIVs:Typically represent risks which would not be well captured by any VaR model either because it represents an event not historically observed in the VaR time series (e.g., currency peg break) or a market risk factor which is not seen to move frequently (e.g. correlation). These are typically estimated using stress scenarios. The stress methodology is calibrated equivalently to at least 99% confidence level and a capital horizon of at least 10 days over an appropriate observation period, depending on the liquidity of the risk. For the purpose of regulatory capital, the capital charge is equal to the loss arising from the stress test except when these risks are already adequately captured elsewhere e.g. via the IRC or APRCRM models, which are intended to capture certain risks not adequately covered by VaR.VaR

For regulatory capital these RNIVs are aggregated without any offsetting or diversification benefit.

Traded marketMarket risk control

The metrics that are used to measure market risk are controlled through the implementation of an appropriate limit framework.frameworks. Limits are set at the total Group level, asset class level, for example, interest rate risk, and at business level, for example, securitised products.rates trading. Stress limits and many book limits, such as foreign exchange and interest rate sensitivity limits, are also used to control risk appetite.

Firm-wide limits are reported to the BFRCBRC and are termed A-level limits for total management VaR, asset class VaR, primary stress and secondary stresses and business scenarios. These are then cascaded down by risk managers in order to meet the firm-wide risk appetite.

Each A-level limit is set after consideration is given to revenue generation opportunities and overall risk appetite approved by the Board. Compliance with limits is monitored by the independent risk functions in the trading businesses with oversight provided by Group Market Risk.

Throughout 2014,2017, Group Market Risk continued its ongoing programme of control testing and conformance reviewstesting on the trading businesses’ market risk management practices. These reviews are intended to verify the business’s conformance with the Market Risk Control Framework and best practices.

Traded marketMarket risk reporting

Trading businesses market risk managers produce a number of detailed and summary market risk reports daily, weekly, fortnightly and monthly for business and risk managers. Where relevant on a Group-wide basis, these are sent to Group Market Risk for review and a risk summary is presented at the Group Market Risk Committee and the trading businesses’ various market risk committees. The overall market risk profile is also presented to BFRCBRC on a regular basis.

 

|  375Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    337


Barclays’ approach to managing risks

Management of securitisation exposures

Securitisations give rise to credit, market and other risks. This section discusses the types of business activities and exposures that we incur in the course of activities related to securitisations.

The objectives pursued in securitisation activities and the types of activities undertaken are discussed on page 339.

A description of the risks incurred in the course of securitisation activities, and how we manage them, is contained on page 340 and 341.

LOGO

338    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of securitisation exposures

This section discloses information about the Group’s securitisation activities distinguishing between the various functions performed in supporting its customers and managing its risks. It includes traditional securitisations as well as synthetic transactions effected through the use of derivatives or guarantees.

A securitisation is defined as a transaction or scheme where the payments are dependent upon the performance of a single exposure or pool of exposures and where the subordination of tranches determines the distribution of losses during the ongoing life of the transaction or scheme. Such transactions are ordinarily undertaken to transfer risk for the Group or on behalf of a client.

Certain transactions undertaken by the Group are not disclosed in the quantitative sectionas they do not fall under the regulatory securitisation framework

(defined under Part Three, Title II, Chapter 5 of the CRR, part of the CRD IV package). These include funding transactions for the purposes of generating term liquidity, and certain government guaranteed transactions.

Objectives of securitisation activities

In the course of its business, the Group has undertaken securitisations of its own originated assets as well as the securitisation of third party assets via special purpose vehicles, sponsored conduit vehicles and shelf programmes.

The Group has securitised its own originated assets in order to manage the Group’s credit risk position and to generate term funding for the Group balance sheet. The Group also participates in primary securitisations and distributes bonds to the market to facilitate term liquidity for its clients.

The Group also purchases asset backed loans and securities for the purpose of supporting client franchise, and purchases asset backed securities (ABS) for the purpose of investing its liquidity pool.

Further, the Group makes a secondary market for a range of securitised products globally, including residential mortgage backed securities (RMBS), commercial mortgage backed securities (CMBS) and ABS.

The role and involvement of the Group in securitisations in 2017

The Group adopts the following roles in the securitisation processes in which it is involved:

Originator of assets prior to securitisation

The Group originates or purchases commercial mortgage loans for the purpose of securitisation. The securities are then sold to investors through a broker-dealer subsidiary.

The Group securitises assets otherwise originated in the ordinary course of business including corporate loans, consumer loans and commercial mortgage loans. The Group also provides derivative transactions to securitisations sponsored by itself and third parties. These transactions carry counterparty credit risk and are included in the Group trading book.

Providing warehousing facilities collateralised by third party assets prior to securitisation or exit via whole-loan sale

The Group provides warehouse financing to third party loan originators, including for agency eligible loans that can be securitised by the Federal National Mortgage Association (‘Fannie Mae’), the Federal Home Loan Mortgage Corporation (‘Freddie Mac’), or the Government National Mortgage Association (‘Ginnie Mae’) and for corporate loans that can be securitised via collateralised loan obligations (CLO).

Executor of securitisation trades including bond marketing and syndication

The Group transacts primarily as a principal in RMBS, ABS, CLO and CMBS with institutional investors and other broker-dealers. Agency backed residential and commercial mortgage securitisations include Credit Risk Transfer securities (Fannie Mae-sponsored CAS and Freddie Mac-sponsored STACR bonds). ABS securitisations include consumer ABS (e.g. credit card, student loan and auto) and non-traditional ABS (e.g. timeshares, wireless towers and whole business securitisations). Non-agency commercial mortgage securitisations include CMBS and commercial real estate collateralised loan obligations (CRE CLO). The Group makes secondary market in CLOs and acts as arranger on behalf of clients to structure and place arbitrage CLOs.

Purchaser of third party securitisations to support client franchise

The Group may purchase third party securitisations. The Group also funds on its own balance sheet securitisations similar to the ones funded via its sponsored conduits (see below). In such transactions the Group would not be defined as an originator or sponsor for regulatory purposes.

Sponsoring conduit vehicles

The Group acts as managing agent and administrative agent of two multi-seller asset backed commercial paper (ABCP) conduits,

Sheffield Receivables Company, LLC (Sheffield) and Salisbury Receivables Company, LLC (Salisbury), through which interests in securitisations of third party originated assets are funded via a variety of funding mechanics including the issuance of ABCP.

From a regulatory perspective, Barclays acts as a sponsor of Sheffield and Salisbury. In relation to such conduit activity, the Group provides all or a portion of the backstop liquidity to the commercial paper, programme-wide credit enhancement and, as appropriate, interest rate and foreign currency hedging facilities. The Group receives fees for the provision of these services.

Sheffield and Salisbury hold securities classified as available for sale, measured at fair value with changes in fair value recognised through other comprehensive income (OCI) and non-securities classified as loans and receivables, measured at amortised cost on its standalone financial statements. It funds the assets through the issuance of ABCP. Note that Sheffield and Salisbury are consolidated for accounting but not regulatory purposes.

Funding transactions to generate term liquidity

Secured funding forms one of the key components of the Group’s diversified funding sources providing access to the secured wholesale market and complementing the diversification of funding by maturity, currency and geography. The Group issues ABS and covered bonds secured primarily by customer loans and advances.

The Group currently manages four key, on-balance sheet asset backed funding programmes to obtain term financing for mortgage loans and credit card receivables. These programmes also support retained issuances for the Group to access central bank liquidity and funding. The UK regulated covered bond and the residential mortgage master trust securitisation programmes both utilise assets originated by the Group’s UK residential mortgage business. The third programme is a credit card master trust securitisation and uses receivables from the Group’s UK credit card business. The fourth programme is a SEC registered securitisation programme backed by US domiciled credit card receivables.

Risk transfer transactions

The Group has entered into synthetic and cash securitisations of corporate and commercial loans (originated in the ordinary course of business) for the purposes of the transfer of credit risk to third party investors. The regulatory capital requirements of these transactions fall under CRD IV.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    339


Barclays’ approach to managing risks

Management of securitisation exposures

Securitisation risks, monitoring and hedging policies

Capital requirements against securitisation exposures are subject to a separate framework under CRD IV (see CRR article 449) to account for the particular characteristics of this asset class. For risk management purposes, however, a securitisation is aligned to the risk type to which it gives rise.

Credit risks

In a securitisation structure, the payments are dependent upon the performance of a single exposure or pool of exposures. As these underlying exposures are usually credit instruments, the performance of the securitisation is exposed to credit risk.

Securitisation exposures are subject to the Group Credit Risk policies and standards and business level procedures. This includes the requirement to review in detail each transaction at a minimum on an annual basis. As collateral risk is the primary driver the analysis places a particular focus on the underlying collateral performance, key risk drivers, servicer due diligence and cash flows, and the impact of these risks on the securitisation notes. The risk is addressed through the transaction structure and by setting an appropriate modelled tolerance level. Structural features incorporate wind-down triggers set against factors including, but not limited to, defaults/ charge-offs, delinquencies, excess spread, dilution, payment rates and yield, all of which help to mitigate potential credit deterioration. Qualitative aspects such as counterparty risk and ancillary issues (operational and legal risk) are also considered. Changes to the credit risk profile of securitisation exposures will also be identified through ongoing transaction performance monitoring. In addition, periodic stress tests of the portfolio as part of ongoing risk management are conducted as well as in response to Group-wide or regulatory requests.

The principal committee responsible for the monitoring of the credit risk arising from securitisations is Wholesale Credit Risk Management Committee (WCRMC). Executive responsibility rests with the Regional Heads of Financial Institutions Credit Risk.

Market and liquidity risks

Market risk for securitised products is measured, controlled and limited through a suite of VaR, non-VAR and stress metrics in accordance with the Group’s Market Risk Policies and Procedures. The key risks of securitisation structures are interest rate, credit, spread, prepayment and liquidity risk. Interest rate and spread risk are hedged with standard liquid interest rate instruments (including interest rate swaps, US Treasuries and US Treasury futures). The universe of hedging instruments for credit and prepayment risk is limited and relatively illiquid, resulting in basis risks. In providing warehouse financing, the Group is exposed to mark to market (if counterparty defaults on related margin call).

Hedging

Securitisation and re-securitisation exposures benefit from the relative seniority of the exposure in the capital structure. Due to lack of availability in the credit default swap market for individual asset backed securities, there are no material CDS hedge counterparties relating to the securitisation and re-securitisation population.

Operational risks

Operational risks are incurred in all of the Group’s operations. In particular, all securitised (and re-securitised) assets are subject to a degree of risk associated with documentation and the collection of cash flows.

In providing warehouse financing, the Group incurs potential contingent operational risks related to representations and warranties should there be a need to foreclose on the line and it later be discovered that the underlying loans were not underwritten to agency agreed criteria. Such risks are mitigated by daily collateral margining and ready agency bids. Market risk is also mitigated by employing forward trades.

The Operational Risk Review Forum oversees the management of operational risks for the entire range of the Group’s activities.

Rating methodologies, ECAIs and RWA calculations

RWAs reported for securitised and re-securitised banking book and trading book assets at 31 December 2017 are calculated in line with CRR and UK PRA rules and guidance. The Group has approval to use, and therefore applies, the internal ratings based approach for the calculation of RWAs where appropriate, and the Standardised Approach elsewhere.

The Group employs eligible ratings issued by nominated External Credit Assessment Institutions (ECAIs) to risk weight its securitisation and re- securitisation exposure where their use is permitted. Ratings are considered eligible for use based on their conformance with the internal rating standard which is compliant with both CRR and European Credit Rating Agency regulation. The ECAIs nominated by the Group for this purpose are Standard & Poor’s, Moody’s, Fitch, DBRS and Kroll.

As required by CRR, the Group uses credit ratings issued by these ECAIs consistently for all exposures within the securitisation exposure class. For that reason, there is no systematic assignment of particular agencies to types of transactions within the securitisation exposure class.

For Sheffield and Salisbury, the Internal

Assessment Approach (IAA) framework mirrors the ECAI methodology, which also includes Moody’s and Fitch, who rate the

Sheffield and Salisbury programmes. Under the IAA framework, the securitisation exposure must be internally rated, and the bank’s internal assessment process must meet certain requirements in order to map its own internal rating to an ECAI. Cash flow stress analysis on a securitisation structure is performed as prescribed by an ECAI methodology for the relevant ratings level, and is at least as conservative as the published methodology. Stress factors may include, among other factors, asset yields, principal payment rates, losses, delinquency rates and interest rates.

In determining an internal rating, collateral risks are the primary driver and are addressed through the transaction structure and modelled statistical confidence. The analysis reflects the Group’s view on the transaction, including dilution risk, concentration and tenor limits, as well as qualitative aspects such as counterparty risk and important ancillary issues (operational and legal risks). The adequacy and integrity of the servicer’s systems and processes for underwriting, collections policies and procedures are also reviewed. The Group conducts a full due diligence review of the servicer for each transaction. Each transaction is reviewed on, at least, an annual basis with a focus on the performance of underlying assets. The results of any due diligence review and the financial strength of the seller/servicer, are also factored into the analysis. Ratings of the transaction are reaffirmed with the most up to date ECAI methodologies. Any transaction which deviates from the current methodology is amended accordingly.

340    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of securitisation exposures

Summary of the accounting policies for securitisation activities

Certain Group-sponsored entities have issued debt securities or have entered into funding arrangements with lenders in order to finance specific assets. An entity is consolidated by the Group when the Group has control over the entity. The Group controls an entity if it has all of the three elements of control which are i) power over the entity; and ii) exposure, or rights, to variable returns from its involvement with the entity; iii) the ability to use its power over the entity to affect the amount of the Group returns.

The consolidation treatment must be initially assessed at inception and is reassessed if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Typically, assets that are awaiting securitisation on the Group balance sheet are measured at fair value through P&L, using the appropriate method for the asset class as they are classified as held for trading or are designed at fair value through profit and loss, under the IAS 39 fair value option. However some non-derivative assets held prior to securitisation may qualify as loans and receivables and are measured at amortised cost. When securitised assets have been included on the Group balance sheet it is necessary to consider whether those assets may be removed from the Group balance sheet. Assets which have been transferred to third parties (i.e. an unconsolidated Group entity), will remain on the Group balance sheet, and treated as financings, unless the following criteria apply:

substantially all the risks and rewards associated with the assets have been transferred, in which case, they are derecognised in full

if a significant portion, but not all, of the risks and rewards have been transferred, the asset is derecognised entirely if the transferee has the ability to sell the financial asset, otherwise the asset continues to be recognised only to the extent of the Group’s continuing involvement.

Any financial support or contractual arrangements provided to unconsolidated entities, over securitised assets, would be recognised as a liability on balance sheet if it met the relevant IFRS criteria, or gave rise to a provision under IAS 37, and have to be disclosed (see Note 39 on page 265). Note, however, that the Group has a

Significant Risk Transfer policy that does not allow for any support to be provided to any transactions that fall under the securitisation framework.

Assets may be transferred to a third party through a legal sale or an arrangement that meets the ‘pass through’ criteria where the substance of the arrangement is principally that the Group is acting solely as a cash collection agent on behalf of the eventual recipients.

Where the transfer applies to a fully proportionate share of all or specifically identified cash flows, the relevant accounting treatment is applied to that proportion of the asset.

When the above criteria support the case that the securitisation should not be accounted for as financing, the transaction will result in sale treatment or partial continued recognition of the assets to the extent of the Group’s continuing involvement in those assets. Gains are recognised to the extent that proceeds that can be measured using observable market data exceed the assets derecognised.

Any retained interests, which will consist of loans and/or securities depending on the nature of the transaction, are valued in accordance with the Group’s Accounting Policies, as set out in the 2017 Annual Report. To the extent that these interests are measured at fair value, they will be included within the fair value disclosures in the financial statements in the Annual Report. As outlined in these disclosures, key valuation assumptions for retained interests of this nature will include spreads to discount rates, default and recovery rates and prepayment rates that may be observable or unobservable.

In a synthetic securitisation transaction, the underlying assets are not sold into the relevant special purpose entity (SPE). Instead, their performance is transferred into the vehicle through a synthetic instrument such as a CDS, a credit linked note or a financial guarantee. The accounting policies outlined above will apply to synthetic securitisations.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    341


Barclays’ approach to managing risks

Management of treasury and capital risk

This section provides an analysis of the management of liquidity, capital and interest rate risk in the banking book risk.

Liquidity risk, with a focus on how it is managed to maintain adequate resources at all times including under stress, is discussed on pages 343 to 345.

Capital risk, including how the risk of insufficient capital and leverage ratios and pension risk are managed, is discussed on pages 346 to 347.

The management of Interest rate risk in the banking book is discussed on pages 348 to 349.

LOGO

342    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of treasury and capital risk

 

 

Treasury and capital risk

Liquidity risk: The risk that the firm is unable to meet its contractual or contingent obligations or that it does not have the appropriate amount, tenor and composition of funding and liquidity to support its assets

Capital risk: The risk that the firm has an insufficient level or composition of capital to support its normal business activities and to meet its regulatory capital requirements under normal operating environments or stressed conditions (both actual and as defined for internal planning or regulatory testing purposes). This includes the risk from the firm’s pension plans

Interest rate risk in the banking book: The risk that the firm is exposed to capital or income volatility because of a mismatch between the interest rate exposures of its (non-traded) assets and liabilities.

Overview

Barclays Treasury manages treasury and capital risk on a day-to-day basis with the Treasury Committee acting as the principal management body. To enforce effective oversight and segregation of duties and in line with the ERMF, the Treasury and Capital Risk function is responsible for oversight of key capital, liquidity, interest rate risk in the banking book (IRRBB) and pension risk management activities. The following describes the structure and governance associated with the risk types within the Treasury and Capital Risk function.

Liquidity risk management

Overview

The efficient management of liquidity is essential to the Group in retaining the confidence of the financial markets and maintaining that the business is sustainable. There is a control framework in place for managing liquidity risk and this is designed to meet the following objectives:

To maintain liquidity resources that are sufficient in amount and quality and a funding profile that is appropriate to meet the liquidity risk appetite as expressed by the Board

To maintain market confidence in the Group’s name.

This is achieved via a combination of policy formation, review and governance, analysis, stress testing, limit setting and monitoring. Together, these meet internal and regulatory requirements.

Roles and responsibilities

The Treasury and Capital Risk function is responsible for the management and governance of the liquidity risk mandate defined by the Board and the production of ILAAPs. Treasury has the primary responsibility for managing liquidity risk within the set risk appetite. The CRO for treasury and capital risk reports to the Group CRO.

Organisation and structure

LOGO

Liquidity risk management

A control framework is in place for Liquidity Risk under which the Treasury function operates. The control framework describes liquidity risk management processes, associated policies and controls that the Group has implemented to manage liquidity risk within the Liquidity Risk Appetite (LRA) and is subject to annual review. Internal architecture is in place to record and measure our group wide liquidity metrics reporting

The Board sets the LRA based on the internal liquidity risk model and external regulatory requirements namely the Liquidity Coverage Ratio (LCR). The LRA is represented as the level of risk the Group chooses to take in pursuit of its business objectives and in meeting its regulatory obligations. The approved LRA is implemented in line with the control framework and policy for liquidity risk.

Control framework

Barclays comprehensive control framework for managing the Group’s liquidity risk is designed to deliver the appropriate term and structure of funding consistent with the LRA set by the Board.

The control framework incorporates a range of ongoing business management tools to monitor, limit and stress test the Group’s balance sheet and contingent liabilities and the Recovery Plan. Limit setting and transfer pricing are tools that are designed to control the level of liquidity risk taken and drive the appropriate mix of funds. Together, these tools reduce the likelihood that a liquidity stress event could lead to an inability to meet the Group’s obligations as they fall due. The control framework is subject to internal conformance testing and internal audit review

The liquidity stress tests assess the potential contractual and contingent stress outflows under a range of scenarios, which are then used to determine the size of the liquidity pool that is immediately available to meet anticipated outflows if a stress occurs.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    343


Barclays’ approach to managing risks

Management of treasury and capital risk

LOGO

The Group maintains a range of management actions for use in a liquidity stress, these are documented in the Group Recovery Plan. Since the precise nature of any stress event cannot be known in advance, the actions are designed to be flexible to the nature and severity of the stress event and provide a menu of options that can be drawn upon as required. The Barclays Group Recovery Plan also contains more severe recovery options to generate additional liquidity in order to facilitate recovery in a severe stress. Any stress event would be regularly monitored and reviewed using key management information by key Treasury, Risk and business representatives.

Risk Appetite and planning

Barclays has established an LRA over Group stress tests to represent the level of liquidity risk the Group chooses to take in pursuit of its business objectives and in meeting its regulatory obligations.

The key expression of the liquidity risk is through stress tests. It is measured with reference to the liquidity pool compared to anticipated net stressed outflows for each of five stress scenarios. Barclays has defined both internal short term and long term LRA stress test metrics.

The LRA for internal stress tests is approved by the Board. The LRA is reviewed on a continuous basis and is subject to formal review at least annually as part of the Individual Liquidity Adequacy Assessment Process (ILAAP).

Statement of Liquidity Risk Appetite: For 2017, the Board has approved that the Group will maintain an amount of available liquidity resources to meet modelled and prescribed regulatory liquidity stress outflows over a period of time (minimum buffer duration):

30 days in a Barclays specific stress

90 days in a market wide stress

30 days in a combined stress

Long term LRA 80% LCR (Pillar 2)

LCR 30 days minimum ratio 100% (Pillar 1 basis) and 90% (Pillar 2 basis)

The stress outflows are used to determine the size of the Group Liquidity Pool, which represents those resources immediately available to meet outflows in a stress. In addition to the liquidity pool, the control framework and policy provides for other management actions, including generating liquidity from other liquid assets on the Group’s balance sheet in order to meet additional stress outflows, or to preserve or restore the Liquidity Pool in the event of a liquidity stress.

344    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of treasury and capital risk

Liquidity limits

Barclays manages limits on a variety of on and off-balance sheet exposures, a sample of which is shown in the table below. These limits serve to control the overall extent and composition of liquidity risk taken by managing exposure to the cash outflows.

LOGO

Early warning indicators

Barclays monitors a range of market indicators for early signs of liquidity risk either in the market or specific to Barclays, a sample of which are shown in the table below. These are

designed to immediately identify the emergence of increased liquidity risk to maximise the time available to execute appropriate mitigating actions. Early warning indicators are used as part of the assessment

of whether to invoke the Group Recovery Plan, which provides a framework for how the liquidity stress would be managed.

LOGO

Recovery & resolution planning

Barclays maintains a Group Recovery Plan (GRP) which is designed to provide a framework to effectively manage a severe financial stress. The GRP is proportionate to the nature, scale and complexity of the business and is tested to assess that it is operationally robust. The GRP details the escalation and invocation process for the plan, including integration with i) BAU monitoring of capital and liquidity Early Warning

Indicators (EWI) to detect signs of approaching financial stress, ii) existing processes within Barclays Treasury and Risk to respond to mild/moderate stress and iii) a governance process for formally invoking the GRP. The Plan would be formally invoked by the Group Board and would be overseen and executed by the Barclays Crisis Leadership Team (BCLT), a flexible committee of senior management for responding to all types of stress events. In invoking and executing the

plan, the BCLT (in consultation with the Group Board) would assess the likely impact of the stress event on the Group and its subsidiaries and determine the appropriate response for the nature and severity of the stress. The GRP includes a range of recovery options to respond to financial stresses of varying severity and includes detailed information on financial and non-financial impacts of options and a communications plan.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    345


Barclays’ approach to managing risks

Management of treasury and capital risk

LOGO

Capital risk management

Overview

Capital risk is managed through ongoing monitoring and management of the capital position, regular stress testing and a robust capital governance framework.

Roles and responsibilities

The management of capital risk is integral to the Group’s approach to financial stability and sustainability management, and is embedded in the way businesses and legal entities operate.

Capital risk management is underpinned by a control framework and policy. The capital management strategy, outlined in the Group and legal entity capital plans, is developed in alignment with the control framework and policy for capital risk, and is implemented consistently in order to deliver on the Group’s objectives.

The Board approves the Group capital plan, internal stress tests and results of regulatory stress tests, and the Group recovery plan. The Treasury Committee is responsible for monitoring and managing capital risk in line with the Group’s capital management objectives, capital plan and risk frameworks. The Treasury and Capital Risk Committee monitors and reviews the capital risk profile and control environment, providing Second Line oversight of the management of capital risk. The Board Risk Committee reviews the risk profile, and annually reviews risk appetite and the impact of stress scenarios on the Group capital plan/forecast in order to agree the Group’s projected capital adequacy.

Local management assures compliance with an entity’s minimum regulatory capital requirements by reporting to local Asset and Liability Committees with oversight by the Group’s Treasury Committee, as required.

Treasury has the primary responsibility for managing and monitoring capital and reports to the Group Finance Director. The Treasury and Capital Risk function contains a Capital Risk Oversight team, and is an independent risk function that reports to the Group CRO and is responsible for oversight of capital risk and production of ICAAPs.

Capital risk management

The Group’s capital management strategy is driven by the strategic aims of the Group and the risk appetite set by the Board. The Group’s objectives are achieved through well embedded capital management practices.

Capital planning and allocation

The Group assesses its capital requirements on multiple bases, with the Group’s capital plan set in consideration of the Group’s risk profile and appetite, strategic and performance objectives, regulatory requirements, and market and internal factors, including the results of stress testing. The capital plan is managed on a top-down and bottom-up basis through both short-term and medium-term financial planning cycles, and is developed with the objective that the Group maintains an adequate level of capital to support its capital requirements.

The PRA determines the regulatory capital requirements for the consolidated Group. Under these regulatory frameworks, capital requirements are set in consideration of the level of risk that the firm is exposed to and the factors above, and are measured through both risk-based Risk Weighted Assets (RWAs) and leverage-based metrics. An internal assessment of the Bank’s capital adequacy is undertaken through the Internal Capital Adequacy Assessment Process (ICAAP) and is used to inform the capital requirements of the firm.

The Group expects to meet the minimum requirements for capital and leverage at all times and also holds an internal buffer sized according to the firm’s assessment of capital risk.

Through the capital planning process, capital allocations are approved by the Group Executive committee, taking into consideration the risk appetite and strategic aims of the Group. Regulated legal entities are, at a minimum, capitalised to meet their current and forecast regulatory and business requirements.

Monitoring and reporting

Capital is managed and monitored to maintain that Barclays’ capital plans are appropriate and that risks to the plans are considered.

Limits are in place to support alignment with the capital plan and adherence to regulatory requirements, and are monitored through appropriately governed forums. Capital risks against firm-specific and macroeconomic early warning indicators are monitored and reported to the Treasury Committee, with clear escalation channels to senior management. This enables a consistent and objective approach to monitoring the capital outlook against the capital plan, and supports the early identification when outlooks deteriorate.

Capital management information is readily available to support Senior Management’s strategic and day-to-day business decision making.

Stress testing and risk mitigation

Internal group-wide stress testing is undertaken to quantify and understand the impact of sensitivities on the capital plan and capital ratios arising from stressed macroeconomic conditions. Recent economic, market and peer institution stresses are used to inform the assumptions developed for internal stress tests and to assess the effectiveness of mitigation strategies.

The Group also undertakes stress tests prescribed by the BoE and EBA, and legal entities undertake stress tests prescribed by their local regulators. These stress tests inform decisions on the size and quality of the internal capital buffer required and the results are incorporated into the Group capital plan to maintain adequacy of capital under normal and severe, but plausible stressed conditions.

Actions are identified as part of the stress tests that can be taken to mitigate the risks that may arise in the event of material adverse changes in the current economic and business outlook. As an additional layer of protection, the Group Recovery Plan defines the actions and implementation strategies available to the Group to increase or preserve capital resources in the situation that a stress occurs that is more severe than anticipated.

346    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of treasury and capital risk

Capitalisation of legal entities

Barclays as a group comprises legal entities across multiple jurisdictions. The Group and regulated legal entities are subject to prudential requirements from the PRA and/or local regulators. Sufficient capital needs to be available to meet these requirements both at a consolidated Group and individual legal entity level.

Where aggregate requirements for individual entities in the Group are higher than the consolidated requirement, the firm may use debt or capital other than CET1 to meet these incremental requirements (so called ‘double leverage’). There are regulatory and rating agency expectations that constrain the amount of double leverage that can be used. This might increase the overall level of capital the Group is required to hold.

The capitalisation of legal entities is reviewed annually as part of the capital planning process and monitored on an ongoing basis.

Transferability of capital

Surplus capital held in Group entities is required to be repatriated to Barclays Bank PLC in the form of dividends and/or capital repatriation, subject to local regulatory requirements, exchange controls and tax implications. This approach provides optimal flexibility on the re-deployment of capital across legal entities. Pre and post the implementation of ring-fencing, capital is managed for the Group as a whole as well as its operating subsidiaries to enable fungibility and redeployment of capital while meeting relevant internal and regulatory targets at entity levels.

Foreign exchange risk

The Group has capital resources and risk weighted assets denominated in foreign currencies. Changes in foreign exchange rates result in changes in the Sterling equivalent value of foreign currency denominated capital resources and RWAs. As a result, the Group’s regulatory capital ratios are sensitive to foreign currency movements.

The Group’s capital ratio management strategy is to minimise the volatility of the capital ratios caused by foreign exchange rate movements. To achieve this, the Group aims to maintain the ratios of foreign currency CET1, Tier 1 and Total capital resources to foreign currency RWAs at the same level as the Group’s consolidated capital ratios.

The Group’s investments in foreign currency subsidiaries and branches, to the extent that they are not hedged for foreign exchange movements, translate into GBP upon consolidation creating CET1 capital resources sensitive to foreign currency movements. Changes in the GBP value of the investments due to foreign currency movements are captured in the currency translation reserve, resulting in a movement in CET1 capital.

To create foreign currency Tier 1 and Total Capital resources additional to the CET1 capital resources, the Group issues debt capital in non-Sterling currencies, where possible. This is primarily achieved through the issuance of debt capital from Barclays PLC or Barclays Bank PLC in US Dollar and Euro, but can also be achieved by subsidiaries issuing capital in local currencies.

Pension risk

The Group maintains a number of defined benefit pension schemes for past and current employees. The ability of the pension fund to meet the projected pension payments is maintained principally through investments.

Pension risk arises because the estimated market value of the pension fund assets might decline; investment returns might reduce; or the estimated value of the pension liabilities might increase. The Group monitors the pension risks arising from its defined benefit pension schemes and works with Trustees to address shortfalls. In these circumstances the Group could be required or might choose to make extra contributions to the pension fund. The Group’s main defined benefit scheme was closed to new entrants in 2012.

Management of pension risk

Many of the Group’s defined benefit (DB) pension funds are established as trusts in order to keep the fund’s assets separate from the sponsor (Barclays). As such the Trustees are responsible for:

Investment strategy including asset allocation and performance of assets.

Assessing the level of technical provision required.

Meeting any minimum funding objectives.

Complying with local legislation.

The legal structure of Barclays’ DB pension funds and the role of the Trustees mean that Pension Risk is not part of the Bank’s risk appetite assessment used to manage other key risks.

Pension Forums

The Pension Executive Board (PEB) has accountability for the effective operation of pensions across Barclays Group. It is the most senior executive body for pensions in Barclays.

The Pension Management Group (PMG) is accountable for the oversight and workflow management of the group’s responsibilities of the pension arrangements operated by Barclays PLC and its subsidiaries globally. The PMG is accountable to the PEB.

The PEB and PMG are not created or mandated under the ERMF. However these forums provide Risk the opportunity to discuss pension risk in a wider context as other relevant stakeholders from HR, Legal, Treasury and Finance are also represented at these meetings.

Key Pension Risk controls and governance include:

Annual review, challenge and proposal of the IAS19 market driven assumptions used for the calculation of the pension scheme liabilities used in Barclays disclosures.

Representation and input at key pension forums.

Input into the Group’s ICAAP for pension risk.

Input into the Group’s strategic planning and stress test exercises.

Provide independent oversight of the Pension risk profiles from the Bank’s perspective.

Coordinates response to regulatory initiatives, developments and proposals on pensions, which may include inputs from material overseas schemes.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    347


Barclays’ approach to managing risks

Management of treasury and capital risk

Interest Rate Risk in the Banking Book

Overview

Banking book operations generate non-traded market risk, primarily through the mismatch between the duration of assets and liabilities and where interest rates on products reset at different dates. As per the Group’s policy to remain within the defined risk appetite, interest rate and FX risks residing in the banking books of the businesses are transferred to Treasury where they are centrally managed. Currently, these risks are transferred to Treasury via funding arrangements, interest rate or FX swaps. However, the businesses remain susceptible to market risk from seven key sources:

Repricing/Residual risk:the impact from the mismatch between the run-off of product balances and the associated interest rate hedges or from unhedged liquidity buffer investments;

Structural risk: the change to the net interest income on hedge replenishment due to adverse movements in interest rates, assuming that the balance sheet is held static;

Prepayment risk: the potential loss in value if actual prepayment or early withdrawal behaviour from customers deviates from the expected or contractually agreed behaviour, which may result in a hedge or funding adjustment at a cost to the bank. Exposures are typically considered (where appropriate) net of any applicable offsetting early repayment charges. This risk principally relates to early repayment of fixed rate loans or withdrawal from fixed rate savings products;

Recruitment risk: the potential loss in value if the actual completion or drawdown behaviour from customers deviates from the expected behaviour, which may result in a hedge or funding adjustment at a cost to the bank. This risk principally relates to the completion timing around the Bank’s fixed rate mortgage pipeline process;

Margin compression risk: the effect of internal or market forces on a bank’s net margin where, for example, in a low rate environment any fall in rates will further decrease interest income earned on the assets whereas funding cost cannot be reduced as it is already at the minimum level.
Lag risk: arises from the delay in re-pricing customer rates for certain variable/ managed rate products, following an underlying change to market interest rates. This is typically driven by either regulatory constraint around customer notification on pricing changes, processing time for the Group’s notification systems or contractual agreements within a product’s terms and conditions.

Asset swap spread risk:the spread between Libor and sovereign bond yields that arises from the management of the liquidity buffer investments and its associated hedges.

Furthermore, liquidity buffer investments are generally subject to Available for Sale (AFS) accounting rules, whereby changes in the value of these assets impact capital via Other Comprehensive Income, creating volatility in capital directly

Roles and responsibilities

The Non-traded Market Risk team provides risk measurementmanagement oversight and monitoring of all traded and non-traded market risk in Treasury and customer banking books, which specifically includes:

interest rate risk assessment in the customer banking books,

review and challenge the behavioural assumptions used in hedging and transfer pricing,

risk management of the liquidity buffer investments and funding activities,

oversight of balance sheet hedging,

review of residual risk in the hedge accounting solution and hedging of net investments,

proposes and monitors risk limits to manage traded and non-traded market risk within the agreed risk appetite.

Management of IRRBB

Barclays seeks to minimise interest rate risk and maintain it is within the agreed risk appetite, whilst actively managing the associated risk which could reduce the value of liquidity buffer investments. Therefore, the primary control for IRRBB is calculating risk measures described below and monitoring risk exposure vs. defined limits. Limits are set at an aggregate business level and then cascaded down.

Barclays uses a range of complementary technical approaches to measure non-traded market risk.IRRBB as described below. The risk is measured and controlled using both an income based metric (EaR) and value based metrics (EVE, EC and VaR).

Summary of measures for non-traded market risk

MeasureDefinition

Annual earningsEarnings at risk (EaR)  Impact on earningsA measure of the potential change in Net Interest Income (NII) due to an adverse interest rate movement over a parallel (upward or downward) movement in interest rates.

predefined time horizon.
Economic value of equity (EVE)  ChangeA measure of the potential change in the present value of the banking book of a parallel (upward or downward)expected future cash flows due to adverse interest rate shock.

movement, based on the existing balance sheet run-off profile.
Economic capital (EC)  Economic Capital (EC) is held to protect against unexpectedA measure of the potential loss (in excess of expected loss) and calculatedfrom a severe stress scenario over a one-yearpredefined time horizon.

horizon at a particular confidence level.
Value at risk (VaR)  An estimateA measure of the potential loss of value arising from unfavourable market movements at a specific confidence level, if the current positions were to be held unchanged for a set period of time.

the predefined holding period.
Stress testing  Scenario based stress testing using a variety of economic parametersA measure to quantify the impact to P&L and the balance sheetassess risk exposures under various levels of stress.

severely adverse market scenarios.

The risk in each business is measured and controlled using both an income metric (Annual Earnings at Risk) and value metrics (Economic Value of Equity, Economic Capital and VaR).

Annual Earnings at Risk (AEaR)

AEaR measures the sensitivity of net interest income over the nexta one-year period. It is calculated as the difference between the estimated income using the expected base rate forecast and the lowest estimated income following a parallel increase or decrease in interest rates (200bps), subject to a minimum interest rate of 0%. 200bp shocks are consistent with industry best practice and supported by banking regulators.rates.

The main model assumptions are:

The balance sheet is kept at the current level, i.e. no growth is assumed

¡The balance sheet is kept at the current level, i.e. no growth is assumed; and

Contractual positions are adjusted for an assumed behavioural profile, more closely matching the actual product life-cycle.

¡Balances are adjusted for an assumed behavioural profile. This includes the treatment of fixed rate loans including mortgages.

AEaR is applied to the entire banking book, including the liquidity buffer and internal trades with the trading book to hedge against interest rate risk in the banking book exposures.investments. The metric provides a measure of how interest rate risk may impact the Group’s earnings, providing a simple comparison between risk and returns. The main disadvantage of the metric is its short-term focus, as it only measures the impact on a position in the first 12 months. In order to counter this, the Group has implemented additional economic value risk metrics.

See pages 149 for a review

348    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of AEaR in 2014.treasury and capital risk

Economic Value of Equity (EVE)

EVE calculates the change in the present value of the banking book forexposure to a parallel upward and downward interest rate (200bps) shock. This shock is useful for drawing comparisons across portfolios, and is also a regulatory reporting requirement. Note that the EVE calculation measures sensitivity in terms of present value, while AEaR measures income sensitivity.sensitivity, hence complements each other.

The EVE measure is applied to the entire banking book, that is, the same coverage as AEaR, and covers the full life of transactions and hedges ensuringenforcing the risk over the whole life of positions areis considered. The main weaknesses of this model stem from its simplicity. In particular, itIt does not capture the impact of business growth or of management actions, and is based on the balance sheet as at the reporting date.run-off profile.

Economic Capital (EC, for recruitment, prepayment and residual risk)

EC consistent models, based on DVaRVaR methodologies, are used to measure unexpected losses to a 99.98% confidence interval over a one-year period. Within non-traded market risk, this measure aims to capture recruitment, risk, prepayment risk and residual riskrisks for banking book products (see definitions on page 368)348). EC metrics typically measure variations in economic value from specific sources of risk, for example, prepayment risk EC for fixed rate mortgages predicts the cost of hedging in order to reduce any mismatch exposure resulting from the impact of an interest rate shock onunexpected customer prepayment levels.

EC is used in the active management of the banking book. Limits are set against EC metrics and breaches trigger mitigating actions to reduce exposure to appropriate levels. EC modelling is typically applied only to fixed rate products, andwith the majority of variable rate and administered rate portfolios are not subject to an EC measure.

An advantageAdvantages of EC isare that it can calculate unexpected losses to an appropriate degree of confidence given the nature of the risks, and that it covers sources of loss beyond the scope of other models (for instance,(one-year period for AEaR, only covers income changes over a one-year period; EVE only considers existing business and does not includebeing considered for EVE, etc). However, as with any dynamic customer behaviour assumptions). The main weaknesses come from necessary simplifying assumptions. In the case of models based on statistical confidence intervals,model, the choice of the statistical distribution may drive under-prediction of very extreme events, (i.e.i.e. the real distribution may be fat-tailed).fat-tailed. To mitigate this, the Group continues to improve its models using long time series of historical data to capture the extreme effects.moves.

See page 149 for a review of EC in 2014.

Value at Risk (VaR)

VaR is an estimate of the potential loss arising from unfavourable market movements, if the current positions were to be held unchanged for a set period. For internal market risk management purposes, the Group uses a historical simulation methodology is used with a two-year equally weighted historical period, at thea 95% confidence level for banking book portfolios covered by the measure. This calculation is a present value sensitivity while AEaR is an income sensitivity.level.

Daily VaR is used to measure residual interest and foreign exchange risks within certain banking book portfolios.

Quarterly scaled VaR is used to measure risk in the Liquidity Buffer Investment Portfolio.liquidity buffer investments. The calculation uses a five-yeartwo-year historical period, a 95% confidence level and is scaled from daily to quarterly by an approved constant factor.

Stress testing

Stress losses are calculated for the liquidity buffer portfolio, but not subject to controlled limits.

All non-traded market risk positions are subject to the Group’s annual stress testing exercise, where scenarios based on adverse economic parameters are used to determine the potential impact of the positions on results and the balance sheet.

Non-traded market risk control

Non-traded market risk is controlled through the use of limits on many of the above risk measures. Limits are set at the total business level and then cascaded down. The total business level limits are owned by the BCROs, while the overall Group AEaR limit is agreed with Group Market Risk and approved by the FRC. Compliance with limits is monitored by the respective business market risk team with oversight provided by Group Market Risk.

Businesses manage their interest rate risk exposures by transferring this risk to Group Treasury, who will then mitigate this risk using external markets if appropriate to keep the overall exposure within the agreed risk appetite. Group policy prevents non-trading businesses to run trading books; this is only permitted for the Investment Bank, Group Treasury, Barclays Non-Core and Africa Banking.

 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    349


Barclays’ approach to managing risks

Management of operational risk

 

376  |


Barclays’ approach to managing risks

Management of market risk

 

Non-traded market risk reporting

The Group Market Risk function produces a number of detailed market risk reports on a daily, weekly, fortnightly and monthly basis, for business and risk managers. A risk summary is presented at the Group Market Risk Committee and other market risk forums.

Management of pension risk

Pension risk control

As the investment strategy of the UKRF is owned and defined by the Trustees who are independent to the Bank, pension risk is not governed by the conventional limit framework observed in traded and non-traded market risk. However, Group Market Risk have put in place a pension risk control framework to create consistency in the evaluation and monitoring of the risk in a coordinated way with other key risks across the Group.

The risk and positions are reported monthly to the Group Market Risk Committee and periodically to the Pension Management Group (PMG), Pension Executive Board (PEB) and BFRC.

Group Market Risk is responsible for the ongoing challenge of the risk profile and to that aim will ensure the following:

¡Review, at least annually the main assumptions underlying the calculation of IAS 19 liabilities;

¡Ensure a continuous and detailed interaction exists between Group Market Risk, the pension asset manager and other key stakeholders;

¡To conduct, where necessary, any ad-hoc analyses to ensure a consistent view of the risk positions of the fund; and

¡Conducting Group-wide and regulatory stress tests for pension risk.

Pension risk measurements

The following metrics are used to describe pension risk:

¡Asset/liability gap under IAS19, funding and solvency rules;

¡Asset VaR and liability VaR; and

¡Total pension risk VaR i.e. which includes potential diversification between assets and liabilities.

The VaR used for pension risk is calibrated at a 95% confidence level, with a one-year horizon to reflect the long-term nature of the risk. While the asset portfolio is sensitive to the volatility of any asset class the pension asset manager invests in, the liabilities are mainly exposed to interest rates and corporate credit spreads which are the main components of the discount rate and inflation.

See page151 for a review of pension risk in 2014.

Management of insurance risk

Insurance risk measurement

Risk measurement is largely based on best practice actuarial methodologies for the measurement of assets and liabilities, capital quantification and for the monitoring of exposures against predetermined limits, in compliance with regulatory standards relevant to their application. The methodology can be deterministic or stochastic (both closed-form and simulation), depending on the application. Capital adequacy calculations are calculated at a 99.5% confidence level for regulatory purposes, and a higher confidence level for economic capital purposes. Absa Life extrapolates the underwriting Capital Adequacy Requirement (CAR) by assuming that life underwriting risk follows an appropriate statistical distribution.

The estimation of insurance technical provisions requires a number of assumptions. The appropriateness of the actuarial assumptions are reviewed by the independent external actuaries. Furthermore, the internal risk function acts as second line of defence, and provides oversight, review and challenge to the actuarial functions. Assumptions are made around demographic factors (e.g. mortality, morbidity), statistical factors (e.g. claims incidence, reporting and development patterns), and economic factors (e.g. yield curves, market returns). Stress testing can also be used to isolate and examine the impact of specific, or combinations of, variables.

Insurance risk control

Insurance risk is managed within Barclays Africa Group Limited. From an economic capital perspective, four significant categories of insurance risk and their governance procedures are:

¡Short-term insurance underwriting risk:monitored on a quarterly basis by the Underwriting Committee to ensure the risk taken is in line with underwriting guidelines and appropriately priced and reserved for. Risk governance is monitored by the Control Review Committee (CRC), the Actuarial Review Committee (ARC) and Key Risk reporting;

¡Life insurance underwriting risk:monitored on a quarterly basis by the Underwriting Committee to ensure the risk taken is in line with underwriting guidelines and appropriately priced and reserved for. Risk governance is monitored by the CRC, the ARC and Key Risk reporting;

¡Life insurance mismatch risk: monitored every other month by the entity’s Capital and Investment Risk Committee. A quarterly review is conducted by the Wealth, Investment Management and Insurance (WIMI) Capital and Investment Risk Committee, and an annual review by the ARC; and

¡Life and short-term insurance investment risk: monitored by the entity Capital and Investment Risk Committee on at least a quarterly basis.

Short-term insurance underwriting activities are undertaken by Absa Insurance Company and Absa idirect. Life insurance underwriting activities are undertaken by Absa Life, Barclays Life Botswana, Barclays Life Zambia and Woolworths Financial Services (through an Absa Life cell captive). Global Alliance Mozambique underwrites both life and short-term insurance business.

Short-term insurance underwriting risk, life insurance underwriting risk, life insurance mismatch risk and investment risks are core to the business of the insurance entities. The successful management of these risks ultimately impacts the success of the entities. The same risk management frameworks and governance structures that enabled the effective management of risks for the South African entities are implemented and embedded in any new entities.

|  377


Barclays’ approach to managing risks

Management of operational risk

The sources of operational risks, and how those risks are managed, are detailed in this section.

 

¡   

The types of risks that are classified as operational risks are described on page379.pages 351 and 352.

 

¡   

Governance, management and measurement techniques are covered on pages380 and381.

pages 352 and 353.

 

 

LOGO

350    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of operational risk

 

 

378  |

Operational risk

The risk of loss to the firm from inadequate or failed processes, systems, human factors or due to external events (for example, fraud) where the root cause is not due to credit or market risks.

 


Barclays’ approach to managing risks

Management of operational risk

Operational risk management overview

Operational risk is defined as any instance where there is a potential or actual impact to the Group resulting from inadequate or failed internal processes, people, systems, or from an external event. The impacts to the Group can be financial, including losses or an unexpected financial gain, as well as non-financial such as customer detriment, reputational or regulatory consequences.

Overview

The management of operational risk has twothree key objectives:

 

¡ MinimiseDeliver an operational risk capability owned and used by business leaders which is pragmatic, relevant, and enables business leaders to make sound risk decisions over the impact of losses suffered, both in the normal course of business (small losses) and from extreme events (large losses); andlong term.

¡ ImproveProvide the frameworks, policies and tools to enable management to meet their risk management responsibilities while the Second line of defence provides robust, independent, and effective oversight and challenge.

Deliver a consistent and aggregated measurement of operational risk that will provide clear and relevant insights, so that the right management ofactions can be taken to keep the Groupoperational risk profile consistent with the Group’s strategy, the stated risk appetite, the client franchise, and strengthen its brand and external reputation.other stakeholder needs.

The Group is committed to the management and measurement of operational risk and was granted a waiver by the FSA (now the PRA) to operate an Advanced Measurement Approach (AMA) for operational risk, which commenced in January 2008. The majority of the Group calculates regulatory capital requirements using AMA (93%(94% of capital requirements), however, in specific areasexcept for small parts of the organisation acquired since the original permission (6% of capital requirements) using the Basic Indicator Approach (7%) is applied.(BIA). The Group works to

benchmark its internal operational risk management and measurement practices with peer banks and to drive the further development of advanced techniques.banks.

Organisation and structure

LOGO

The Group is committed to operating within a strong system of internal controlcontrols that enables business to be transacted and risk taken without exposing itselfthe Group to unacceptable potential losses or reputational damage.damages. The Group has an overarching frameworkERMF that sets out the approach to internal governance (The Barclays Guide). This guidegovernance. The ERMF establishes the mechanisms and processes by which the Board directs the organisation, through setting the tone and expectations from the top, delegating its authority and monitoring compliance. A key component of the Barclays Guide is the ERMF, the purpose of which is to identify

Organisation and set minimum requirements in respect of the main risks to achieving the Group’s strategic objectives and to provide reasonable assurance that internal controls are effective.

The key elements of the Group’s system of internal control, which is aligned to the recommendations of The Committee of Sponsoring Organizations of the Treadway Commission, Internal Control – Integrated Framework (COSO), are set out in the risk control frameworks relating to each of the Group’s Key Risks and in the Group Operational Risk Framework.structure

Operational Riskrisk comprises a number of specific Key Risksrisks defined as follows:follow:

 

¡ CyberSecurity:Data Management and Information Risk:The risk of lossthat Barclays information is not captured, retained, used or detriment to Barclays business and customers as a result of actions committed or facilitated through the use of networked information systems;

¡External supplier: inadequate selection and ongoing management of external suppliers;

¡Financial reporting: reporting mis-statement or omission within external financial or regulatory reporting;

¡Fraud: dishonest behaviour with the intent to make a gain or cause a loss to others;

¡Information: inadequate protection of the Group’s informationprotected in accordance with its value and sensitivity;legal and regulatory requirements.

 

¡ Legal:Financial Reporting Risk: failureThe risk of a material misstatement or omission within the Group’s external financial, regulatory reporting or internal management reporting.

Fraud Risk:The risk of financial loss when an internal or external party acts dishonestly with the intent to identifyobtain an undue benefit, cause a loss to, or to expose either the Group or its customers and manage legal risks;clients to a risk of loss.

 

¡ Payments:Payments Process Risk: failure in operationThe risk of payments processes;being processed inaccurately, with delays, without appropriate authentication and authorisation.

 

¡ People:People Risk: inadequate people capabilities, and/or performance/reward structures, and/or inappropriate behaviours;
¡Premises & security: unavailabilityThe risk that Barclays is exposed to by virtue of premises (to meet business demand) and/or safe working environments,being an employer (excluding Health and inadequate protection of physical assets, employees and customers against external threats;Safety related risk).

 

¡ Taxation:Premises and Security Risk: failureThe risk of interruption to comply with tax lawsBarclays’ business due to the unavailability of premises and practice which could leadinfrastructure as a result of intentional or accidental damage to financial penalties, additional tax charges or reputational damage;premises and moveable assets, physical security breaches and safety and security incidents.

 

¡ Technology:Supplier Risk:The risk that is introduced to the firm or entity as a consequence of obtaining services or goods from another legal entity as a result of inadequate selection, inadequate exit and supplier management, resulting in operational, financial, or reputational risk to the bank, failure of services and / or negative customer impact.

LOGO

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    351


Barclays’ approach to managing risks

Management of operational risk

Tax Risk:The risk of unexpected tax cost in relation to develop and deploy secure, stable and reliable technology solutions; andany tax for which Barclays is liable, or of reputational damage on tax matters with key stakeholders such as tax authorities, regulators, shareholders or the public. Tax cost includes tax, interest or penalties levied by a taxing authority.

 

¡Technology Risk:The risk that comes about due to dependency on technological solutions and is defined as failure to develop, deploy and maintain technology solutions that are stable, reliable and deliver on the business need.

 Transaction operations:Operations Risk:The risk of Customer/Client or Bank detriment due to unintentional error and/or failure in the managementend-to-end process of critical transaction processes.initiation, processing and fulfilment of an interaction between a Customer/Client and the Bank with an underlying financial instrument (e.g. mortgage, derivative product, trade product etc.) in consideration.

In order to ensure complete coverage of the potential adverse impacts on the Group arising from operational risk, the operational risk taxonomy extends beyond the operational Key Risks listed above to cover areas included within conduct risk. For more information on Conduct Risk please see pages390 to391.

These risks may result in financial and/or non-financial impacts including legal/regulatory breaches or reputational damage.damages.

The Group also recognises that there are certain threats/risk drivers that are more thematic and have the potential to impact the bank’s strategic objectives. These are Enterprise Risk Themes which require an overarching and integrated management approach. These include:

Cyber: The potential loss or detriment to Barclays caused by individuals or groups (threat actors) with the capabilities and intention to cause harm or to profit from attacks committed via network information systems against us, our suppliers, or customers/clients.

Data:The Data Risk theme is aligned to the Data Strategy of the firm and encompasses the Data risks to the firm from multiple Risk Categories including Data Management, Data Architecture, Data Security & Protection, Data Resilience, Data Retention and Data Privacy

Execution:The risk of failing to deliver and implement the agreed initiatives, priorities and business outcomes required to deliver the Group Strategy within agreed timelines.

Resilience:Lack of resilience may threaten an organisation’s ability to survive and prosper in its commercial endeavours in the presence of adverse events, shocks and chronic or incremental changes.

Roles and responsibilities

The prime responsibility for the management of operational risk and the compliance with control requirements rests with the business and functional units where the risk arises. The operational risk profile and control environment is reviewed by business management through specific meetings which cover governance, risk and control. Businesses are required to report their operational risks on both a regular and an event-driven basis. The reports include a profile of the material risks that may threaten the achievement of their objectives and the effectiveness of key controls, operational risk events and a review of scenarios.

The Group Head of Operational Risk is responsible for establishing, owning and maintaining an appropriate Group-wide Operational Risk Management Framework and for overseeing the portfolio of operational risk across the Group.

Operational Risk Management (ORM) acts in a second line of defence capacity, and is responsible for defining and overseeing the implementation of the framework and monitoring Barclays operational risk profile. ORM alerts management when risk levels exceed acceptable ranges or risk appetite in order to drive timely decision making and actions by the first line of defence. Through attendance at Business Risk Committee meetings, ORM provide specific risk input into the issues highlighted and the overall risk profile of the business. Operational risk issues escalated from these meetings are considered through the second line of defence review meetings. Depending on their nature, the outputs of these meetings are presented to the BRC or the BAC.

Operational risk framework

The Operational Risk Framework comprises a number of elements which allow the Group to manage and measure its operational risk profile and to calculate the amount of operational risk capital that the Group needs to hold to absorb potential losses. The minimum, mandatory requirements for each of these elements are set out in the group operational riskOperational Risk Framework and supporting policies. This framework is implemented across the Group:

¡Vertically, through the organisational structureGroup with all businesses required to implement and operate an operational risk framework that meets, as a minimum, the requirements detailed in these operational risk policies; and

¡Horizontally, with the Group key risk officers required to monitor information relevant to their Key Risk from each operational risk framework element.

The prime responsibility for the management of operational risk and the compliance with control requirements rests with the business and functional units where the risk arises. The Operational risk function

|  379


Barclays’ approach to managing risks

Management of operational risk

acts in a second line of defence capacity and provides oversight and challenge of the business operational risk profile escalating issues as appropriate.

The Group Head of Operational Risk is responsible for establishing, owning and maintaining an appropriate Group-wide Operational Risk Framework and for overseeingthat meets, as a minimum, the portfolio of Operational risk acrossrequirements detailed in the Group. The Operational Risk & Control Committee (OR&CC) is the senior executive body responsible for the oversight and challenge of Operational risk and the control environment. Depending on their nature, the outputs of the OR&CC are presented to the BCORR or the BAC.

At the business level, operational risk is monitored by executive management through specific meetings which cover governance, risk and control. Businesses are required to report their operational risks on both a regular and an event-driven basis. The reports include a profile of the material risks that may threaten the achievement of their objectives and the effectiveness of key controls, material control issues, operational risk events and a review of scenarios and capital.policies.

Operational risk management is represented at the business meetings and provides specific risk input into the issues highlighted and the overall risk profile of the business. Operational risk issues escalated from these meetings are considered at the OR&CC and from time to time businesses are required to present a deep-dive of their operational risk and control environment. The committee then considers material control issues and their effective remediation. On control issues, the OR&CC additionally presents to the BAC.

Specific reports are prepared by businesses, Key Risk Officers and Group Operational Risk on a regular basis for OR&CC, BCORR and BAC.

Operational risk management

The Operational Risk frameworkFramework is a key component of the ERMF and has been designed to improve risk management and meet a number of external governance requirements including the Basel Capital Accord, the Capital Requirements Directive and Turnbull guidance as an evaluation framework for the purposes of Section 404(a) of the Sarbanes-Oxley Act. It also supports the Sarbanes-Oxley requirements.

The operational risk frameworkOperational Risk Framework includes the following elements:

Risk and control self-assessments

The Group identifies and assesses all material risks within each business and evaluates the key controls in place to mitigate those risks. Managers in the businesses use self-assessment techniques to identify risks, evaluate the effectiveness of key controls in place and assess whether the risks are being effectively managed within business risk appetite.managed. The businesses are then able to make decisions on what action, if any, action is required to reduce the level of risk to the Group. These risk assessments are monitored on a regular basis to ensuredetermine that each business continually understands the risks it faces.

Risk events

An operational risk event is any circumstance where, through the lack or failure of a control, the Group has actually, or could have, made a loss. The definition includes situations in which the Group could have made a loss, but in fact made a gain, as well as incidents resulting in reputational damage or regulatory impact only.

A standard threshold is used across the Group for reporting risk events and part of the analysis includes the identification of improvements to processes or controls, to reduce the recurrence and/or magnitude of risk events. For significant events, both financial and non-financial, this analysis includes the completion of a formal lessons learnt.learnt report.

The Group also usesmaintains a databaserecord of external risk events which are publicly available and is a member of the Operational RiskDataRiskdata eXchange (ORX), a not-for-profit association of international banks formed to share anonymous loss data information. This external loss information is used to support and inform risk identification, assessment and measurement.

352    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of operational risk

Operational risk appetite and tolerance

The Group’s approach to determining its operational risk appetite combines both quantitative measures and qualitative judgement, in order to best reflect the nature of non-financial risks.

The monitoring and tracking of operational risk measures is supplemented with qualitative review and discussion at senior management executive committees on the actions being taken to improve controls and reduce risk to an acceptable residual level.

Operational risk appetite is aligned to the Group’s Risk Appetite Framework. The BRC considers, and recommends to the Board for approval, the Group’s risk appetite statement for operational risk based on performance in the current year and the projections for financial volatility the following year.

Key indicators

Key indicators (KIs) are metrics which allow the Group to monitor its operational risk profile. KIs include measurable thresholds that reflect the risk appetite of the business and are monitored to alert management when risk levels exceed acceptable ranges or risk appetite levels and drive timely decision making and actions.

Operational risk appetite

The Group’s approach to determining its operational risk appetite combines both quantitative measures and qualitative judgement, in order to best reflect the nature of non-financial risks.

The monitoring and tracking of operational risk measures is supplemented with qualitative review and discussion at senior management executive committees on the action being taken to improve controls and reduce risk to an acceptable level.

Operational risk appetite is aligned to the Group’s Risk Appetite Framework. The BCORR considers and recommends to the Board for approval, via the BEWRC, the Group’s risk appetite statement for operational risk based on performance in the current year and the projections for financial volatility for the following year.

Key Risk appetite statements are agreed utilising the same approach and are contained within the respective Key Risk Frameworks.

Reporting

The ongoing monitoring and reporting of operational risk is a key component of the Operational Risk Framework. Reports are used by the operational risk function and by business management to understand, monitor, manage and control operational risks and losses.

The operational risk profile is reviewed by senior management at the OR&CC and the Board at the BCORR.

Key risk scenarios

Key riskRisk scenarios are a summary of the extreme potential risk exposure for each Key Riskrisk in each business and function, includingand include an assessment of the potential frequency of risk events, the average size of losses and three extreme scenarios. The key risk scenario assessments are a key input to the Advanced Measurement Approach calculation of regulatory and economic capital requirements (see following section on operational risk measurement). The assessment considers analysis of internal and external loss experience, key risk indicators, risk and control self-assessments and other risk information. The businesses and functions analyse potential extreme scenarios, considering the:

 

¡ Circumstancescircumstances and contributing factors that could lead to an extreme event;event

 

¡ Potentialpotential financial and non-financial impacts (for example reputational damage); and

 

¡ Controlscontrols that seek to limit the likelihood of such an event occurring, and the mitigating actions that would be taken if the event were to occur (for example crisis management procedures, business continuity or disaster recovery plans).

Management may then conclude whether the potential risk is acceptable (within appetite) or whether changes in risk management control or business strategy are required.

The key risk scenarios are regularly re-assessed, taking into account trends in risk factors such as mis-selling, conduct and financial crime risks.

380  |


Barclays’ approach to managing risksReporting

ManagementThe ongoing monitoring and reporting of operational risk is a key component of the Operational Risk Framework. Reports and management information are used by the Operational Risk function and by business management to understand, monitor, manage and control operational risks and losses.

The operational risk profile is reviewed by senior management at the Businesses Risk Committee meetings as well as the second line of defence Operational Risk Review Forum and BRC, BAC and the Board.

Operational risk measurement

The Group assesses its operational riskOperational Risk Capital requirements using the Advanced Measurement Approach (AMA). The majority of the Group calculates regulatory capital requirements using an Advanced Measurement Approach. The approach involves estimating the potential rangeAMA (94% of losses that could be incurred in a year from operational risk events, using statistical distributions. Regulatory capital requirements are set to cover 99.9%requirements), except for small parts of the estimated losses. The Group also assesses its economicorganisation acquired since the original permission (6% of capital requirements to cover 99.98% of the estimated losses that exceed the typical losses (diversified across all risk classes).

The potential frequency and severity of losses is estimated for each Key Risk (within the operational risk category, including conduct) across the Group’s businesses and functions. The potential range of individual loss severities is represented by a statistical distribution, estimated from the average loss size and three extreme scenarios (from Key Risk Assessments), as well as loss data from the Operational RiskData eXchange (ORX).

The capital calculation also takes into account the possibility of dependences between operational risk losses occurring in a year (between businesses and functions and between risks). Greater allowance is made for correlation between losses within businesses than between the different types of risk, as regulators require that the Group allows sufficient conservatism to allow for potential correlation in times of stress.

In certain joint ventures and associates, the Group usesrequirements) using the Basic Indicator Approach (BIA). The Group works to determinebenchmark its internal operational risk management and measurement practices with peer banks and to drive the capital requirements: the Africa RBB businesses, including Barclays Bank Mozambique and National Bankfurther development of Commerce (Tanzania); Barclays Bank PLC Pakistan; the business activities acquired from Lehman Brothers; the portfolios of assets purchased from Woolworths Financial Services in South Africa, Citi Cards Portugal and Italy, Standard Life Bank, ING Direct, MBNA Corporate Cards, Upromise, RCI, Egg Cards, EdCon, Sallie Mae and Ameriprice.advanced techniques.

Insurance

As part of its risk management approach, the Group also uses insurance to mitigate the impact of some operational risks.

 

 

|  381Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    353


Barclays’ approach to managing risks

Management of funding risk

This section provides an analysis of the management of liquidity and capital risk.

¡   

Liquidity risk, with a focus on how it is managed to ensure that resources are adequate at all times including under stress, is discussed on pages 383 to 385.

¡   

Barclays’ approach to managing risks

Management of model risk

The types of model risk, and how they are managed, are detailed in this section

The types of risks that are classified as model risk are described on page 175.

Governance, management and measurement techniques are covered on page 175.

Capital risk, including how the risk of insufficient capital and leverage ratios is managed, is discussed on pages 385 to 386.

 

 

 

 

LOGO

 

382  |354    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of funding risk

Funding Risk

The ability of the Group to achieve its business plans may be adversely impacted if it does not effectively manage its capital (including leverage) and liquidity ratios. Group Treasury manage Funding Risk on a day-to-day basis with the Group Treasury Committee acting as the principle management body.

In 2014, to ensure effective oversight and segregation of duties and in line with the ERMF, the Key Risk Officer duties and conformance responsibilities were transferred from Treasury to Risk.

LOGO

Capital and Liquidity Risks are separate Key Risks under Funding risk; these are covered below.

Liquidity Risk

Liquidity risk is the risk that a firm, although solvent, either does not have sufficient financial resources available to enable it to meet its obligations as they fall due, or can secure such resources only at excessive cost. This also results in a firm’s inability to meet regulatory liquidity requirements. This risk is inherent in all banking operations and can be affected by a range of Group-specific and market-wide events.

The Board has formally recognised a series of risks that are continuously present in Barclays and materially impact the achievement of Barclays objectives one of which is Funding risk. Liquidity risk is recognised as a Key risk within Funding risk. The efficient management of liquidity is essential to the Group in retaining the confidence of the financial markets and ensuring that the business is sustainable. Liquidity risk is managed through the Liquidity Risk Management Framework (the Liquidity Framework) which is designed to meet the following objectives:

¡To maintain liquidity resources that are sufficient in amount and quality and a funding profile that is appropriate to meet the liquidity risk appetite as expressed by the Board; and

¡To maintain market confidence in the Group’s name;

This is achieved via a combination of policy formation, review and governance, analysis, stress testing, limit setting and monitoring. Together, these meet internal and regulatory requirements.

Governance and organisation

Barclays Treasury operates a centralised governance control process that covers all of the Group’s liquidity risk management activities. As per Enterprise Risk Management Framework the Treasury Key Risk Officer (KRO) approves the Liquidity Framework under which the treasury function operates. The Treasury KRO reports into the Head of Financial Risk (Principal Risk Officer) and has an independent reporting line to the risk function. The Liquidity Framework is subject to annual review. The Liquidity Framework describes liquidity policies and controls that the Group has implemented to manage liquidity risk within the Liquidity Risk Appetite.

The Board sets the Group’s Liquidity Risk Appetite (LRA), being the level of risk the Group chooses to take in pursuit of its business objectives and in meeting its regulatory obligations. The Treasury Committee is responsible for the management and governance of the mandate defined by the Board and includes the following sub committees:

¡The Funding and Liquidity Risk Committee is responsible for the review, challenge and recommendation of the Liquidity Framework to the Treasury Committee

¡The Liquidity Management Committee is responsible for managing the liquidity of the Group in the event of a liquidity stress

Ongoing business management

Liquidity risk framework

Barclays has a comprehensive Liquidity Framework for managing the Group’s liquidity risk. The Liquidity Framework is designed to deliver the appropriate term and structure of funding consistent with the Liquidity Risk Appetite set by the Board.

The Liquidity Framework incorporates a range of ongoing business management tools to monitor, limit and stress test the Group’s balance sheet and contingent liabilities and a Contingency Funding Plan. Limit setting and transfer pricing are tools that are designed to control the level of liquidity risk taken and drive the appropriate mix of funds, which together reduce the likelihood that a liquidity stress event could lead to an inability to meet the Group’s obligations as they fall due. The stress tests assess potential contractual and contingent stress outflows under a range of scenarios, which are then used to determine the size of the liquidity pool that is immediately available to meet anticipated outflows, if a stress occurred.

The Group maintains a Contingency Funding Plan which details how liquidity stress events of varying severity would be managed. Since the precise nature of any stress event cannot be known in advance, the plans are designed to be flexible to the nature and severity of the stress event and provide a menu of options that could be used as appropriate at the time. Barclays also maintains Recovery Plans which consider actions to generate additional liquidity in order to facilitate recovery in a severe stress.

|  383


Barclays’ approach to managing risks

Management of fundingmodel risk

    

    

Ongoing business

management

Early signs/

Mild stress

Severe Stress

Recovery

Resolution

¡ LRA and Planning

¡ Liquidity limits

¡ Early Warning Indicators Committee

¡ Monitoring and review

¡ Low cost actions and   balance sheet optimism

¡ Activate Contingency   Funding Plan

¡ Balance sheet reduction   and business limitations

¡  Asset and liability actions   to generate additional   liquidity

¡ Ensure an orderly   resolution can be carried   out if necessary, without   adverse systemic risk or   exposing the public fund   to loss

 

Risk AppetiteModel risk

The risk of the potential adverse consequences from financial assessments or decisions based on incorrect or misused model outputs and Planningreports.

Under

Overview

Barclays uses models to support a broad range of activities, including informing business decisions and strategies, measuring and limiting risk, valuing exposures, conducting stress testing, assessing capital adequacy, managing client assets, and meeting reporting requirements.

Since models are imperfect and incomplete representations of reality, they may be subject to errors affecting the Liquidity Framework, accuracy of their output. Model errors can result in inappropriate business decisions being made, financial loss, regulatory risk, reputational risk and/or inadequate capital reporting. Models may also be misused, for instance applied to products that they were not intended for, or not adjusted, where fundamental changes to their environment would justify re-evaluating their core assumptions. Errors and misuse are the primary sources of model risk.

Robust model risk management is crucial to assessing and managing model risk within a defined risk appetite. Strong model risk culture, appropriate technology environment, and adequate focus on understanding and resolving model limitations are crucial components.

Organisation and structure

Barclays allocates substantial resources to identify and record models and their usage, document and monitor the performance of models, validate models and adequately address model limitations. Barclays manages model risk as an enterprise level risk similar to other Principal Risks.

Barclays has established a Liquiditydedicated Model Risk Appetite (LRA) together withManagement (MRM) function that consists of two main units: the appropriate limitsIndependent Validation Unit (IVU), responsible for model validation and

approval, and Model Governance and Controls (MGC), covering model risk governance, controls and reporting, including ownership of model risk policy and the model inventory.

The model risk management framework consists of the model risk policy and standards. The policy prescribes group-wide, end-to-end requirements for the identification, measurement and management of the liquidity risk. Thismodel risk, covering model documentation, development, implementation, monitoring, annual review, independent validation and approval, change and reporting processes. The policy is the level of liquiditysupported by global standards covering model inventory, documentation, validation, complexity and materiality, testing and monitoring, overlays, risk appetite, as well as vendor models and stress testing challenger models.

Barclays is continuously enhancing model risk management. The function reports to the Group choosesCRO and operates a global framework. Implementation of best practice standards is a central objective of the Group. Model risk reporting flows to take in pursuit of its business objectivessenior management as depicted below:

Roles and in meeting its regulatory obligations. responsibilities

The key expression of the liquiditymodel risk is through internal stress test. It is measured with reference to the liquidity pool compared to anticipated stressed net contractual and contingent outflows for each of three stress scenarios.

The LRA for internal stress test is approved by the Board. The LRA is reviewed on a continuous basis and is subject to formal review at least annually as part of the Individual Liquidity Adequacy Assessment (ILAA).management activities include:

 

Correctly identifying models across all relevant areas of the firm, and recording models in the Group Models Database (GMD), the Group-wide model inventory. The heads of the relevant model ownership areas (typically, the Business Chief Risk Officers, Business Chief Executive Officers, the Treasurer, the Chief Financial Officer, etc.) annually attest to the completeness and accuracy of the model inventory. MGC undertakes regular conformance reviews on the model inventory.
Enforcing that every model has a model owner who is accountable for the model. The model owner must sign off models prior to submission to IVU for validation. The model owner works with the relevant technical teams (model developers, implementation, monitoring, data services, regulatory) to maintain that the model presented to IVU is and remains fit for purpose.

Overseeing that every model is subject to validation and approval by IVU, prior to being implemented and on a continual basis. While all models are reviewed and re-approved for continued use each year, the validation frequency and the level of review and challenge applied by IVU is tailored to the materiality and complexity of each model. Validation includes a review of the model assumptions, conceptual soundness, data, design, performance testing, compliance with external requirements if applicable, as well as any limitations, proposed remediation and overlays with supporting rationale. Material model changes are subject to prioritised validation and approval.

Defining model risk appetite in terms of risk tolerance, and qualitative metrics which are used to track and report model risk.

Maintaining specific standards that cover model risk management activities relating to stress testing challenger models, model overlays, vendor models, and model complexity

LOGO

 

Statement of Liquidity Risk Appetite: The Board has approved that the Group will maintain target survival periods. These are expressed in the form of positive cash flows over designated time horizons. The Board has approved:

¡   30 days under Barclays specific stress;PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    355

¡   90 days under market wide stress; and

¡   30 days under a combined stress.

The stress outflows are used to determine the size of the Group Liquidity Pool, which represents those resources immediately available to meet outflows in a stress. In addition to the liquidity pool, the Liquidity Framework provides for other management actions, including generating liquidity from other liquid assets on the Group’s balance sheet in order to meet additional stress outflows, or to preserve or restore the Liquidity Pool in the event of a liquidity stress.

Liquidity Limits

Barclays manages limits on a variety of on and off-balance sheet exposures, a sample of which is shown in the table below. These limits serve to control the overall extent and composition of liquidity risk taken by managing exposure to the cash outflows.

Examples of Liquidity limits

Liquidity buffer composition

FX cash flow limitsConcentration limitsStructured Notes limits

Secured Mismatch limits

Debt Buyback limits

Off-balance sheet

commitment limits

Ratings Downgrade limits

Internal Pricing and Incentives

Barclays actively manages the composition and duration of the balance sheet and of contingent liabilities through the transfer of liquidity premium directly to business units. Liquidity premiums are charged and credited to businesses according to the behavioural life of assets and liabilities and contingent risk. These transfer pricing mechanisms are designed to ensure that liquidity risk is reflected in product pricing and performance measurement, thereby ensuring that the Liquidity Framework is integrated into business level decision making to drive the appropriate mix of sources and uses of funds.

Early Warning Indicators

Barclays monitors a range of market indicators for early signs of liquidity risk either in the market or specific to Barclays, a sample of which are shown in the table below. These are designed to immediately identify the emergence of increased liquidity risk to maximise the time available to execute appropriate mitigating actions. Deterioration in Early Warning Indicators supports the decision to invoke the Group’s Contingency Funding Plan, which provides a framework for how the liquidity stress would be managed.

Examples of Early Warning Indicators

Change in composition of deposits

Deterioration in liquidity stress testsRising funding costs

Widening CDS spreads

Change in maturity profileRepo haircut widening


384  | 


Barclays’ approach to managing risks

Management of fundingconduct risk

    

    

Contingency Funding Plan and Recovery Resolution Plan

Barclays maintains a Contingency Funding Plan (CFP), which is designed to provide a framework where a liquidity stress could be effectively managed. The CFP is proportionate to the nature, scale and complexityThis section provides an analysis of the business and is tested to ensure that it is operationally robust. The CFP details the circumstances in which the plan could be invoked, including as a resultmanagement of adverse movements in Liquidity Early Warning Indicators. As part of the plan the Barclays Treasurer has established a Liquidity Management Committee (LMC). On invocation of the CFP by the Executive Committee (ExCo), the LMC would meet to identify the likely impact of the event on the Group and determine the response, which would be proportionate to the nature and severity of the stress.

The CFP’s key objectives are to provide the Group with a range of options to ensure the viability of the firm in a stress, set consistent Early Warning Indicators and enable the Group to be adequately prepared to respond to stressed conditions. The Group continues to work closely with the PRA on developing the resolution plan.

Capital Risk

Overview

Capital risk is the risk that the Group has insufficient capital resources to:conduct risk.

 

¡ Meet minimum regulatory requirements in the UK and in other jurisdictions such as the United States and South Africa where regulated activities are undertaken. The Group’s authority to operate as a bank is dependent upon the maintenance of adequate capital resources;

¡Support its credit rating. A weaker credit rating would increase the Group’s cost of funds; and

¡Support its growth and strategic options.

Organisation and structure

Capital Management is integral to the Group’s approach to financial stability and sustainability management and is therefore embedded in the way businesses and legal entities operate. Capital demand and supply is actively managed on a centralised basis, at a business level, at a local entity level and on a regional basis taking into account the regulatory, economic and commercial environment in which Barclays operates.

The Group’s Capital Management strategy is driven by the strategic aims of the Group and the risk appetite set by the Board. The Group’s objectives are achieved through well embedded capital management practices:

 Primary objectives  Core practices

Provide a viable and sustainable business offering by maintaining adequate capital to cover the Group’s current and forecast business needs and associated risks

¡

Maintain a capital plan on a short term and medium term basis aligned with strategic objectives, balancing capital generation of the business with business growth and shareholder distributions

Ensure the Group and legal entities maintain adequate capital to withstand the impact of the risks that may arise under the

stressed conditions analysed by the Group

¡

Meet minimum regulatory requirements at all times in the UK and in all other jurisdictions that the Group operates in, such as the United States and South Africa where regulated activities are undertaken.

¡

Perform Group-wide internal and regulatory stress tests

¡

Maintain capital buffers over regulatory minimums

¡

Develop contingency plans for severe (stress management actions) and extreme stress tests (recovery actions)

Support a strong credit rating

¡

Maintain capital ratios aligned with rating agency expectations

Capital planning

Capital forecasts are managed on a top-down and bottom-up analysis through both Short Term (1 Year) and Medium Term (3 year) financial planning cycles. Barclays’ capital plans are developed with the objective of maintaining capital that is adequate in quantity and quality to support the Group’s risk profile, regulatory and business needs, including Transform financial targets. As a result, the Group holds a diversified capital base that provides strong loss absorbing capacity and optimised returns.

Barclays’ capital plans are continually monitored against relevant internal target capital ratios to ensure they remain appropriate, and that risks to the plan, including possible future regulatory changes, are considered.

Local management ensures compliance with an entity’s minimum regulatory capital requirements by reporting to local Asset and Liability Committees with oversight by the Group’s Treasury Committee, as required.

Regulatory requirements

Capital planning is set in consideration of minimum regulatory requirements in all jurisdictions in which the Group operates. Barclays’ regulatory capital requirements are determined by the PRA under the Basel III and CRD IV frameworks.

Under these regulatory frameworks, capital requirements are set in consideration of the level of risk that the firm is exposed to which is measured through both risk-weighted assets (RWAs) and leverage.

Capital held to support the level of risk identified is set in consideration of minimum ratio requirements and internal buffers. Capital requirements are set to support the firm’s level of risk both on a going concern basis and in resolution.

Target ratios

The Group’s capital plan and target ratios are set in consideration of our risk profile, business and CRD IV requirements. The Group’s targets include;

|  385


Barclays’ approach to managing risks

Management of funding risk

A CRD IV fully loaded CET1 ratio of greater than 11% in 2016 in line with our Transform targets

A total capital ratio of at least 17% by 2019 comprising;

¡CET1 of between 11.5-12% which includes a 10.6% minimum CET1 ratio requirement (including Pillar 2A but excluding counter-cyclical buffer) and an internal management buffer of up to 1.5%

¡2.0% Additional Tier 1(including Pillar 2A)

¡2.9% Tier 2(including Pillar 2A)

Leverage

In addition to the Group’s capital structure, target ratios have also been set in respect of both the PRA’s leverage ratio requirement of 3% and the FPC’s final recommendations of its leverage review published 31 October 2014.

The review recommends a minimum leverage ratio requirement, a supplementary leverage ratio buffer applicable to globally systemically important banks and a countercyclical leverage ratio buffer. These recommendations would result in a fully phased in leverage ratio of 3.7% for Barclays (based on current G-SIFI and Countercyclical Buffer assumptions) applicable by 2018. We expect however to achieve a leverage ratio of greater than 4% by 2016 in line with our Transform targets.

Regulatory reform

Additional capital requirements will also arise from other regulatory reforms, including both UK, EU and US proposals on bank structural reform, current EBA ‘Minimum Requirement for own funds and Eligible Liabilities’ (MREL) proposals under EU Bank Recovery Resolution Requirement Directive (BRRD) and Financial Stability Board (FSB) Total Loss-Absorbing Capacity’ (TLAC) proposals for globally systemically important banks. Given many of the proposals are still in draft form and subject to change, the impact is still being assessed.

Governance

The Group and legal entity capital plans are underpinned by the Capital Risk Framework, which includes capital management policies and practices approved by the Treasury Committee. These plans are implemented consistently in order to deliver on the Group objectives.

The Board approves the Group capital plan, stress tests and recovery plan. The Treasury Committee manages compliance with the Group’s capital management objectives. The Committee reviews actual and forecast capital demand and resources on a monthly basis. The Board Risk Committee annually reviews risk appetite and then analyses the impacts of stress scenarios on the Group capital forecast in order to understand and manage the Group’s projected capital adequacy.

Monitoring and managing capital

Capital is monitored and managed on an ongoing basis through;

Stress testing:Internal stress testing is undertaken to quantify and understand the impact of sensitivities on the capital plan and capital ratios, arising from 1 in 7 year and 1 in 25 year stresses. Actual recent economic, market and peer institution stresses are used to inform the assumptions of stress tests and assess the effectiveness of mitigation strategies.

The Group also undertakes stress tests prescribed by the PRA and ECB. Legal entities undertake stress tests prescribed by their local regulators. These stress tests inform decisions on the size and quality of capital buffer required and the results are incorporated into the Group capital plan to ensure adequacy of capital under normal and severe, but plausible stressed conditions.

Risk mitigation:As part of the stress testing process actions are identified that should be taken to mitigate the risks that could arise in the event of material adverse changes in the current economic and business outlook.

As an additional layer of protection, the Barclays Recovery Plan defines the actions and implementation strategies available for the Group to increase or preserve capital resources in the event that stress events are more extreme than anticipated. In addition, the strong regulatory focus

on resolvability has continued in 2014, from both UK and international regulators. The Group continues to work with the authorities on recovery and resolution planning (RRP), and the detailed practicalities of the resolution process, including the provision of information that would be required in the event of a resolution, so as to enhance Barclays’ resolvability.

Senior Management awareness and transparency:Barclays Treasury works closely with Central Risk, businesses and legal entities to support a proactive approach to identifying sources of capital ratio volatilities which are considered in the Group’s capital plan. Capital risks against firm-specific and macroeconomic early warning indicators are monitored and reported to Treasury Committee, associated with clear escalation channels to senior management.

Capital management information is readily available at all times to support the Executive Management’s strategic and day-to-day business decision making, as may be required.

The Group submits its Board approved ICAAP document to the PRA on an annual basis, which forms the basis of the Individual Capital Guidance (ICG) set by the PRA.

Capital allocation – Capital allocations are approved by the Group Executive committee and monitored by the Treasury Committee, taking into consideration the risk appetite, growth and strategic aims of the Group. Barclays Bank PLC (BBPLC) is the primary source of capital to its legal entities. Regulated legal entities are, at a minimum, allocated adequate capital to meet their current and forecast regulatory and business requirements.

Transferability of capital– The Group’s policy is for surplus capital held in Group entities to be repatriated to BB PLC in the form of dividends and/or capital repatriation, subject to local regulatory requirements, exchange controls and tax implications. This approach provides optimal flexibility on the re-deployment of capital across legal entities. The Group is not aware of any material impediments to the prompt transfer of capital resources, in line with the above policy, or repayment of intra-group liabilities when due.

Foreign exchange risk – The Group has capital resources and risk weighted assets denominated in foreign currencies. Changes in foreign exchange rates result in changes in the Sterling equivalent value of foreign currency denominated capital resources and RWAs. As a result, the Group’s regulatory capital ratios are sensitive to foreign currency movements.

The Group’s capital ratio management strategy is to minimise the volatility of the capital ratios caused by foreign exchange rate movements. To achieve this, the Group aims to maintain the ratio of foreign currency CET1, Tier 1 and Total capital resources to foreign currency RWAs the same as the Group’s consolidated capital ratios.

The Group’s investments in foreign currency subsidiaries and branches, to the extent that they are not hedged for foreign exchange movements, translate into GBP upon consolidation creating CET1 capital resources sensitive to foreign currency movements. Changes in the GBP value of the investments due to foreign currency movements are captured in the currency translation reserve, resulting in a movement in CET1 capital.

To create foreign currency Tier 1 and Total Capital resources additional to the CET1 capital resources, the Group issues, where possible, debt capital in non-Sterling currencies. This is primarily achieved by the issuance of debt capital from Barclays PLC or Barclays Bank PLC in USD and EUR, but can also be achieved by subsidiaries issuing capital in local currencies, such as Barclays Africa Group Limited in South Africa.

386  |


Barclays’ approach to managing risks

Management of reputation, conduct and environmental risks

This section provides an analysis of the management of reputation, conduct and environmental risk.

¡   

Reputation risk is the risk of damage to the Barclays brand arising from association, action or inaction which is perceived by stakeholders to be inappropriate or unethical (see pages 388 to 389).

¡   

Conduct risk is the risk that detriment is caused to our customers, clients, counterparties or the Group and its employees because of inappropriate judgement in the execution of our business activities (see pages 390 to 391)page 357).

LOGO

¡   356    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Environmental risk arises either directly where the Group takes commercial land as collateral; indirectly where environmental issues may impact the credit worthiness of a borrower; or from damage to the Group’s image through association with clients, transactions or projects, if perceived by external stakeholders to be environmentally damaging (see pages 391).

Barclays’ approach to managing risks

Management of conduct risk

 

 

Conduct risk

The risk of detriment to customers, clients, market integrity, competition or Barclays from the inappropriate supply of financial services, including instances of wilful or negligent misconduct.

Overview

The Group defines, manages and mitigates conduct risk with the goal of providing positive customer and client outcomes, protecting market integrity and promoting effective competition. This includes taking reasonable steps to assure the Group’s culture and strategy are appropriately aligned to these goals, products and services are reasonably designed and delivered to meet the needs of customers and clients, as well as promoting the fair and orderly operation of the markets in which the Group does business and that the Group does not commit or facilitate money laundering, terrorist financing, bribery and corruption or breaches of economic sanctions.

Product Lifecycle, Culture and Strategy and Financial Crime are the risk categories under conduct risk.

Organisation and structure

The governance of conduct risk within Barclays is fulfilled through management Committees and forums operated by the First and Second Lines of Defence with clear escalation and reporting lines to the Board.

The GRC is the most senior executive body responsible for reviewing and monitoring the effectiveness of Barclays’ management of conduct risk.

Roles and responsibilities

The Conduct Risk Management Framework (CRMF) comprises a number of elements that allow the Group to manage and measure its conduct risk profile.

Senior Managers have ownership within their areas for managing conduct risk. These individuals have a Statement of Responsibilities identifying the activities and areas for which they are accountable. The primary responsibility for managing conduct risk and compliance with control requirements sits with the business where the risk arises. The First Line Business Control Committees provide oversight of controls relating to conduct risk.

The Group Chief Compliance Officer is responsible for owning and maintaining an appropriate Group-wide CRMF for overseeing Group-wide conduct risk management. This includes defining and owning the relevant conduct risk policies and oversight of the implementation of controls to manage the risk.

Businesses are required to report their conduct risks on both a quarterly and an event-driven basis. The quarterly reports detail conduct risks inherent within the business strategy and include forward looking horizon scanning analysis as well as backward looking evidence-based indicators from both internal and external sources.

The Business Unit Risk Committees and the Financial Crime Business Oversight Committees are the primary Second Line governance forums for oversight of conduct risk profile and implementation of the CRMF. The responsibilities of the Business Unit Risk Committees include approval of the conduct risk tolerance and the business defined key indicators. Additional responsibilities include the identification and discussion of any emerging conduct risks exposures which have been identified.

 

 

 

LOGO

|  387Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    357


Barclays’ approach to managing risks

Management of reputation conduct and environmental risksrisk

    

    

This section provides an analysis of the management of reputation risk.

 

Reputation risk

The is the risk of damage to the Group’sBarclays brand arising from any association, action or inaction which is perceived by stakeholders (e.g. customers, clients, colleagues, shareholders, regulators, opinion formers) to be inappropriate or unethical.unethical (see page 359).

LOGO

 

358    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of reputation risk

Reputation risk

The risk that an action, transaction, investment or event will reduce trust in the firm’s integrity and competence by clients, counterparties, investors, regulators, employees or the public.

LOGO

Overview

Damage to the Group’s brandA reduction of trust in Barclays’ integrity and consequent erosion of our reputation reducescompetence may reduce the attractiveness of the GroupBarclays to stakeholders and maycould lead to negative publicity, loss of revenue, regulatory or legislative action, loss of existing and potential client business, reduced workforce morale and difficulties in recruiting talent. Ultimately it may destroy shareholder value.

Reputation risk may arise in many different ways,Organisation and structure

The GRC is the most senior executive body responsible for example:

¡Failure to act in good faith and in accordance with the Group’s values and code of conduct;

¡Failure (real or perceived) to comply with the law or regulation, or association (real or implied) with illegal activity;

¡Failures in corporate governance,reviewing and monitoring the effectiveness of Barclays’ management or technical systems;

¡Failure to comply with internal standards and policies;

¡Association with controversial sectors or clients;

¡Association with controversial transactions, projects, countries or governments;

¡Association with controversial business decisions, including but not restricted to, decisions relating to: products (in particular new products), delivery channels, promotions/advertising, acquisitions, branch representation, sourcing/supply chain relationships, staff locations, treatment of financial transactions; and

¡Association with poor employment practices.

In each case, the risk may arise from failure to comply with either stated or expected norms, which are likely to change over time, so an assessment of reputation risk cannot be static. If not managed effectively, stakeholder expectations of responsible corporate behaviour will not be met.risk.

Roles and responsibilities

The Group designatedChief Compliance Officer is accountable for developing a reputation risk Framework and policies and that they are subject to limits, monitored, reported on and escalated, as a Principal Risk and developed procedures and resources, including the Reputation Risk Principal and Key Risk Framework (the Framework), to support businesses and functions in dealing with reputation risks arising in their areas of activity. This Framework aligned to the overarching Group ERMF. In 2015 reputation risk has been re-designated as a Key Risk under the Conduct Risk Principal Risk.required.

The Framework sets out what is required to ensure reputation risk is managed effectively and consistently across the Group. Reputation risk is by nature pervasive and can be difficult to quantify, requiring more subjective judgement than many other risks. The Reputation Risk Framework sets out what is designed explicitly in the light of that subjectivity and, together with supporting tools, policies and procedures, provides a holistic view of how the Group managedrequired to manage reputation risk duringeffectively and consistently across the year.bank.

The following policies, tools and guidance support the Group’s businesses and functions in implementing the requirements of the Framework:

¡The Barclays Way (Code of Conduct):sets out in one place what it means to work in the Group and the standards and behaviours expected of all colleagues. It gives examples of how the Barclays Values should be put into practice in decision-making and highlights the responsibility of individuals to challenge poor practice whenever and wherever it occurs;

¡The Barclays Guide:outlines the Group’s governance framework and contains information about how the Group organises, manages and governs itself;

¡Reputation Risk Appetite:is the level of risk that the Group is prepared to accept while pursuing its business strategy, recognising a range of possible outcomes as business plans are implemented; and

¡The Barclays Lens:is an assessment tool made up of five simple questions designed to ensure that the interests of our customers, clients, shareholders and communities are taken into account in the decisions we make every day. The Lens is applied alongside other decision-making tools to help the Group move beyond legal, regulatory and compliance concerns to consider broader societal impacts and opportunities.

Organisation and Structure

LOGO

388  |


Barclays’ approach to managing risks

Management of reputation, conduct and environmental risks

The reputation risk governance structure links the Board of Barclays Bank PLC, senior management and other fora to create a vehicle for the oversight of reputation risk. The Conduct and Reputational Risk Committee (CRRC) is the designated Key Risk forum for Reputation Risk.

The Group Reputation Committee is a sub-committee of the CRRC, from which it derives its authority. It has license to investigate any matters within its responsibilities and obtain information as required from any employee of the Group, and to make decisions to resolve reputation issues escalated to it.

Each business (and function where appropriate) has a clearly defined procedure for escalation of reputation risks as part of their risk oversight process. This includes a reputation risk sub-committee (or equivalent) of their Executive Committee, which has representation from appropriate specialists e.g.: the Head of Communications. Business Risk Oversight Committee meetings consider all Principal Risks, and reputation risk as a Key Risk under conduct risk, as they relate to the associated businesses or region.

Roles and responsibilities

The principalprimary responsibility for identifying and managing reputation risk liesand adherence to the control requirements sits with eachthe business and functionsupport functions where the risk arises.

Barclays International and firstly, with the individuals responsible for making decisions that could impact Barclays’ reputation. There will, however, be circumstances where it is necessaryBarclays UK are required to escalate the evaluation of theoperate within established reputation risk associated with particular decisions beyond an individual, business or function.

The Group’sappetite and their component businesses and functions escalate material reputation risk issues to the Group Reputation Committee via their risk oversight process, which has a specified means of considering reputation related issues on an ad hoc basis as they arise (e.g.: a reputation risk subcommittee or equivalent). Issues may merit escalation due to i) the degree of risk involved; ii) the fact that the issue sets a significant precedent; or iii) the fact that the issue impacts on more than one of the Group’s businesses.

Each business (and function/region where appropriate) submitssubmit quarterly KRI reports to the Group Reputation RiskManagement team, highlighting their most significant current and potential reputation risks and issues and how they are being managed. ReputationThese reports are a key internal source of information for the quarterly reputation risk reporting takesreports which are prepared for the following forms:GRC and RepCo.

¡Quarterly reporting of key reputation risks via Business Risk Oversight Committees to Group Reputation Committee and CRRC;

¡Six monthly reputation risk horizon scan reports, including current and emerging priority reputation risks to BCORR; and

¡Ad hoc review of identified reputationally controversial issues/ transactions/relationships by business reputation committees, with escalation to Group Reputation Committee, where required.
 

 

|  389Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    359


Barclays’ approach to managing risks

Management of reputation, conduct and environmental riskslegal risk

    

    

This section provides an analysis of the management of legal risk

 

Conduct risk

Conduct

Legal risk is the risk that detriment is caused to customers, clients, counterpartiesof loss or imposition of penalties, damages or fines from the Group because of inappropriate judgement in the executionfailure of the Group’s business activities.

Overview

The Group defines, manages and mitigates conduct risk with the goal of providing good customer outcomes and protecting market integrity. The Group has defined ten outcomes which are positive indicators that it is delivering good customer outcomes and protecting market integrity:

¡Culture places customer interests at the heart of our strategy, planning, decision making and judgements;firm to meet its legal obligations including regulatory or contractual requirements (see page 361).

 

¡Strategy is to develop long term banking relationships with our customers by providing products and services that meet their needs and do not cause detriment;
¡Does not disadvantage or exploit customers, customer segments or markets and does not distort market competition;

 

¡Proactively identifies conduct risks and intervene before they crystallise by managing, escalating and mitigating them promptly;

 

¡Products, services and distribution channels are designed, monitored and managed to provide value, accessibility, transparency, and to meet the needs of our customers;

¡Provides banking products and services that meet our customers’ expectations and perform as represented. Representations are accurate and comprehensible so customers understand the products and services they are purchasing;

¡Addresses any customer detriment and dissatisfaction in a timely and fair manner;

¡Safeguards the privacy of personal data;

¡Does not conduct or facilitate market abuse; and

¡Does not conduct or facilitate financial crime.

Organisation and Structure

 

LOGO

The CRRC is a sub-committee of the BCORR. The principal purpose of the CRRC is to review and monitor the effectiveness of Barclays’ management of Conduct and Reputation Risk.

The Conduct Risk Committee (CRC) is a senior executive body responsible for the oversight and challenge of conduct risk and the control environment within Barclays. The output of the CRC are presented to the CRRC and BCORR.

In addition, specific committees monitor conduct risk and the control environment at the business level.

Roles and responsibilities

The Conduct Risk Principal Risk Framework (PRF) comprises a number of elements that allows the Group to manage and measure its conduct risk profile. The PRF is implemented across the Group:

¡Vertically, through an organisational structure that requires all businesses to implement and operate their own conduct risk framework that meets the requirements detailed within the ERMF; and

¡Horizontally, with Group Key Risk Officers (KROs) required to monitor information relevant to their Key Risk from each element of the Conduct Risk PRF.

The primary responsibility for managing conduct risk and compliance with control requirements is with the business where the risk arises. The Conduct Risk Accountable Executive for each business is responsible for ensuring the implementation of and compliance with the Group Conduct Risk framework.

The Conduct Principal Risk Owner is responsible for owning and maintaining an appropriate Group-wide Conduct Risk PRF and for overseeing Group-wide Conduct Risk management.

Businesses are required to report their conduct risks on both a quarterly and an event-driven basis. The quarterly reports detail conduct risks inherent within the business strategy and include forward-looking horizon-scanning analysis as well as backward-looking evidence-based indicators from both internal and external sources.

Business-level reports are reviewed within Compliance. Compliance then creates Group-level reports for consideration by CRC, CRRC and BCORR. The Group periodically assesses its management of conduct risk through independent audits and addresses issues identified.

Event-driven reporting consists of any risks or issues that breach certain thresholds for severity and probability. Any such risks or issues must be promptly escalated to the business and the appropriate KRO.

LOGO

 

390  |360    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays’ approach to managing risks

Management of reputation, conduct and environmental riskslegal risk

Legal risk

The risk of loss or imposition of penalties, damages or fines from the failure of the firm to meet its legal obligations including regulatory or contractual requirements.

 

 

Overview

The Legal Risk Management of Conduct Risk

Conduct risk management includesFramework (LRMF) prescribes Group-wide requirements for the following elements:

Conduct material risk assessments:accountable executives must complete a top-down assessment of their business model and strategy. The analysis should take into consideration both internal (e.g. historic and current business strategy and banking activities) and external factors (e.g. economic and regulatory environment). This must identify all conduct risks arising from the business model, strategy or banking activity and must include recommendationsidentification, escalation, measurement and management actions to address the conduct risks identified. These assessments must then be presented to Business Risk Oversight Committees. These assessments are reflected in Conduct Risk Reports.

Conductof legal risk, appetite: conductcovering assessment, risk tolerance, key indicators and governance. The LRMF is a non-financialsupported by Group-wide legal risk policies and is intrinsic in all of the Group’s banking activities. There is no appetite for customer detriment resulting from inappropriate judgements in the execution of its business activities. Conduct risk appetite isassociated standards aligned to the following legal risks:

Contractual Arrangements – the Group’s rights and remedies in its relationships with other parties not being enforceable as intended due to the absence of appropriate contractual documentation or defects therein.

Litigation Management – failure to adequately manage litigation involving the Group.

Intellectual Property (IP) – failure to protect the Group’s IP assets or the Group infringing valid IP rights of third parties.

Competition/Anti-trust – failure to adequately manage competition/anti-trust issues or failure to manage relationships with competition/anti-trust authorities.

Use of Law Firms – failure to control instruction of external law firms.

Contact with Regulators – failure to manage interactions with regulators or failure to manage the receipt and handling of regulatory information from a regulatory or government agency appropriately.

The LRMF requires businesses and functions to integrate the management of legal risk within their strategic planning and business decision making, including adopting processes to identify legal risk exposures and managing adherence to the minimum control requirements.

In addition to legal risk detailed above, legal outcomes, including losses or the imposition of penalties, damages, fines and sanctions, may arise because of past and future actions, behaviours and business decisions aligned to the Principal Risk which gave rise to the outcome, including but not limited to conduct and operational risk. Details of current contentious legal matters in relation to the Group are set out in Note 29 on page 239 legal, competition and regulatory matters.

Organisation and structure

Business/function risk forums have oversight of their legal risk profile and implementation of the LRMF. The Legal Executive Committee oversees, challenges and monitors legal risk across the Group. The Group Risk Appetite Framework. BCORR considersCommittee is the most senior executive body responsible for reviewing and recommendsmonitoring the effectiveness of Barclays’ management of risk. Escalation paths from this forum exist to the Board Risk Committee.

Roles and responsibilities

The primary responsibility for approval, via the BEWRC, the Group’s conduct risk appetite statement.

Conduct risk reporting:accountable executives must produce a quarterly Conduct Risk Report which documents their businesses’ approach to understand, monitor, manageidentifying and control conduct risk.

Risk and issue reporting:managing legal risk and issue reporting provides additionaladherence to the minimum control requirements sits with the businesses/functions where the risk resides.

On behalf of the businesses/functions, the aligned General Counsel or members of Legal senior management visibilityprovide oversight and challenge of any conduct risks or issues that breach certain severitythe legal risk profile, for example by undertaking legal risk tolerance assessments, and probability thresholds. Thresholds have been set across the Group; anyproviding advice on legal risk or issue that breaches these must be reported to BCORR (via CRRC). In addition, any risks or issues that breach more significant probability thresholds must also be escalated promptly to the businessmanagement. Legal risk tolerance assessments include both quantitative and the appropriate KRO.qualitative criteria such as:

Business conduct performance management information:businesses are expected to evaluate how effectively they are managing conduct risks including against metrics that align with the Key Risk Frameworks and the ten outcomes. Barclays is developing a range of business specific and Group metrics and measures which will further improve its ability to monitor and assess the identification and management of conduct risks.

Risk and control self-assessment, lessons learned, testing and monitoring processes.

Environmental Risk

Analysis of legal risk material control issues or weaknesses.

Potential legal risks resulting from upcoming changes in the control environment, systems, or internal organisational structures.

Potential implications on the Group of forthcoming changes in the external legal and regulatory environment and/or prevailing decisions from courts and enforcing authorities as they relate to defined legal risks.

The Group has a dedicated Environmental Risk Management team which is a part of the central Credit Risk Management function, recognising that environment is a mainstream credit risk issue. Environmental issues are required considerations in credit risk assessment, and environmental risk standards are included in the Wholesale Credit Risk Control Framework.

The Group’s approach to environmental credit risk management addresses risk under any of three categories:

Direct Risk can arise when the Group takes commercial land as collateral. In many jurisdictions, enforcement of a commercial mortgageGeneral Counsel supported by the bank, leading to possession, potentially renders the Group liableGlobal Head of Legal Risk, Governance and Control is responsible for the costs of remediating a site if deemed by the regulator to be contaminated, includingmaintaining an appropriate LRMF and for pre-existing conditions. In the UK, the Group’s approach requires commercial land, if being pledged as collateral, to be subject to a screening mechanism. Assessment of the commercial history of a piece of land and its potential for environmental contamination helps ensure any potential environmental degradation is reflected in the value ascribed to that security. It also identifies potential liabilities which may be incurred by the Group, if realisation of the security were to become a possibility.

Indirect Risk can arise when environmental issues may impact the creditworthiness of the borrower. For instance, incremental costs may be incurred in upgrading a business’ operations to meet emerging environmental regulations or tightening standards. In other circumstances, failure to meet those standards may lead to fines. Environmental impacts on businesses may also include shifts in the market demand for goods or services generated by our customers, or changing supply chain pressures. Environmental considerations affecting our clients can be varied. The bank has developed a series of environmentaloverseeing Group-wide legal risk briefing notes, covering ten broad industry headings ranging from Agriculture and Fisheries to Oil and Gas, from Mining and Metals to Utilities and Waste Management. These briefing notes are available to colleagues in business development and credit risk functions across the organisation, outlining the nature of environmental and social risks of which to be aware, as well as the factors which mitigate those risks.

Reputation Risk may arise and cause damage to the Group’s image, through association with clients, their transactions or projects if these are perceived by external stakeholders to be environmentally damaging. Where the Group is financing infrastructure projects which have potentially adverse environmental impacts, the Group’s Client Assessment and Aggregation policy and supporting Environmental and Social Risk Standard will apply. This policy identifies the circumstances in which the Group requires due diligence to include assessment of specialist environmental reports. These reports will include consideration of a wide range of the project’s potential impacts including on air, water and land quality, on biodiversity issues, on locally affected communities, including any material upstream and downstream impacts, and working conditions together with employee and community health and safety. Adherence to the Environmental and Social Risk Standard is the mechanism by which Barclays fulfils the requirements of the Equator Principles. These Principles are an internationally recognised framework for environmental due diligence in project finance. Barclays was one of the four banks which collaborated in developing the Principles, ahead of their launch in 2003 with 10 adopting banks. There are now 80 banks worldwide which have adopted the Equator Principles (see www.equator-principles.com).

Further details on the Group approach to environmental risk management can be found at Barclays.com, in the section on Citizenship; the way we do business, ‘Sustainability Risk in Lending’’.management.

 

LOGO

 

|  391Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    361


Additional information

Additional financial disclosure (unaudited)

Deposits and short-term borrowings

Deposits

Deposits include deposits from banks and customer accounts.

    

Average for the year ended 31 December

  

                2017

 

                £m

   

                2016

 

                £m

   

                2015

 

                £m

 
Deposits from banks      
UK   5,063    5,552    7,402 
Europe   33,031    38,180    40,389 
Americas   4,901    6,633    7,439 
Asia   6,764    6,611    6,744 
Africa   4,028    2,705    3,710 
Total deposits from banks   53,787    59,681    65,684 
Customer Accounts      
UK   319,788    301,730    283,482 
Europe   43,254    41,718    44,474 
Americas   72,785    76,909    70,924 
Asia   7,192    7,914    10,279 
Africa   5,146    12,258    39,159 
Customer Accounts   448,165    440,529    448,318 

 

Deposits from banks in offices in the United Kingdom received fromnon-residents amounted to £30,548m (2016: £36,976m). The balances below are on a spot basis as at 31 December 2017, rather than the average basis per the tables included above.

 

 

    

Year ended 31 December

  

                2017

 

                £m

   

                2016

 

                £m

   

                2015

 

                £m

 
Customer Accounts   429,121    423,178    418,242 
In offices in the United Kingdom:      
Current and Demand Accounts      
- interest free   93,573    85,296    73,987 
Current and Demand Accounts      
- interest bearing   39,641    37,200    33,467 
Savings accounts   125,869    123,833    119,838 
Other time deposits- retail   15,029    14,526    13,903 
Other time deposits- wholesale   91,534    84,805    70,399 
Total repayable in offices in the United Kingdom   365,646    345,660    311,594 
In offices outside the United Kingdom:      
Current and Demand Accounts      
- interest free   7,328    9,722    12,777 
Current and Demand Accounts      
- interest bearing   5,407    5,986    26,891 
Savings accounts   8,470    9,511    15,729 
Other time deposits   42,269    52,299    51,251 
Total repayable in offices outside the United Kingdom   63,474    77,518    106,648 

Customer accounts deposits in offices in the United Kingdom received fromnon-residents amounted to £55,414m (2016: £51,161m).

Note

a Calculated based onmonth-end balances. The average balance differs to the average balance sheets as the latter excludesnon-interest bearing settlement balances.

362    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Additional financial disclosure (unaudited)

Short-term borrowings

Short-term borrowings include deposits from banks, commercial paper, negotiable certificates of deposit and repurchase agreements.

Deposits from banks

Deposits from banks are taken from a wide range of counterparties and generally have maturities of less than one year.

    
    

                2017

 

                £m

   

                2016

 

                £m

   

                2015

 

                £m

 
Year-end balance   37,723     48,214     47,080  
Average balancea, b   49,938     59,681     65,684  
Maximum balancea   56,348     66,404     84,270  
Average interest rate during year   0.8%    0.4%    0.3% 
Year-end interest rate   0.8%    0.4%    0.2% 
Notes 
a Calculated based onmonth-end balances. 
b The average balance differs to the average balance sheet as the latter excludesnon-interest bearing settlement balances. 
Commercial paper 

Commercial paper is issued by the Group, mainly in the United States, generally in denominations of not less than $100,000, with maturities of up to 270 days.

 

 

    
    

        2017

 

        £m

   

        2016

 

        £m

   

        2015

 

        £m

 
Year-end balance   7,981     8,132     6,689  
Average balancea   8,375     7,711     9,192  
Maximum balancea   9,056     8,471     13,407  
Average interest rate during year   1.2%    0.8%    0.3% 
Year-end interest rate   1.3%    1.0%    0.3% 
Note 
a Calculated based onmonth-end balances. 
Negotiable certificates of deposit 

Negotiable certificates of deposits are issued mainly in the United Kingdom and United States, generally in denominations of not less than $100,000.

 

 

    
    

        2017

 

        £m

   

        2016

 

        £m

   

        2015

 

        £m

 
Year-end balance   21,874     20,373     14,312  
Average balancea   24,984     15,540     22,298  
Maximum balancea   30,529     20,373     29,216  
Average interest rate during year   0.7%    0.4%    1.0% 
Year-end interest rate   0.8%    0.5%    1.0% 
Note 
a Calculated based onmonth-end balances. 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    363


Additional information

Additional financial disclosure (unaudited)

Repurchase Agreements

Repurchase agreements are entered into with both customers and banks and generally have maturities of not more than three months.

    
    

                2017

 

                £m

   

                2016

 

                £m

   

                2015

 

                £m

 
Year-end balance   40,338     19,760     25,035  
Average balancea   37,446     24,966     114,933  
Maximum balancea   43,451     28,057     167,343  
Average interest rate during year   1.5%    0.8%    0.3% 
Year-end interest rate   1.5%    0.7%    0.3% 

Notes

a Calculated based onmonth-end balances.

Commitments and contractual obligations

Commercial commitments include guarantees, contingent liabilities and standby facilities.

Commercial commitments  Amount of commitment expiration per period 
    

    Less than

one year

 

£m

   

 

Between

    one to three

years

 

£m

   

Between

    three to five

years

 

£m

   

    After five

years

 

£m

   

Total

amounts

    committed

 

£m

 
As at 31 December 2017          
Guarantees and letters of credit pledged as collateral security   13,631    227    49    368    14,275 
Performance guarantees, acceptances and endorsements   4,396    199    10    133    4,738 
Documentary credits and other short-term trade related transactions   806    6    -    -    812 
Standby facilities, credit lines and other commitments   314,364    90    259    48    314,761 
As at 31 December 2016          
Guarantees and letters of credit pledged as collateral security   14,498    403    25    377    15,303 
Performance guarantees, acceptances and endorsements   4,400    140    64    32    4,636 
Documentary credits and other short-term trade related transactions   1,005    -    -    -    1,005 
Standby facilities, credit lines and other commitments   302,359    102    150    70    302,681 

364    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Additional financial disclosure (unaudited)

Contractual obligations include debt securities, operating lease and purchase obligations.

Contractual obligations  Payments due by period
    

      Less than

one year

 

£m

  

 

Between

one to

      three years

 

£m

  

Between

three to

      five years

 

£m

  

      After five

years

 

£m

  

Total

 

£m

As at 31 December 2017          
Long-term debta   39,434    19,287    24,160    31,894    114,775 
Operating lease obligations   334    522    343    1,337    2,536 
Purchase obligations   292    272    90    82    736 
Total   40,060    20,081    24,593    33,313    118,047 
As at 31 December 2016          
Long-term debta   46,528    20,005    19,829    31,044    117,406 
Operating lease obligations   364    547    450    1,520    2,881 
Purchase obligations   342    206    122    127    797 
Total   47,234    20,758    20,401    32,691          121,084 

Notes

a Long-term debt has been prepared to reflect cash flows on an undiscounted basis, which includes interest payments.

Net cash flows from derivatives used to hedge long-term debt amount to £2.4bn (2016: £3.5bn).

Further information on the contractual maturity of the Group’s assets and liabilities is given in the Funding section of the Risk Review.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    365


Additional information

Additional financial disclosure (unaudited)

Securities

 

    
Securities at fair value            
    

As at 31 December

  

                2017

 

                £m

  

                2016

 

                £m

  

                2015

 

                £m

Investment securities – Financial Investments      
United Kingdom government   15,096    15,351    17,947 
Other government   29,887    28,750    49,427 
Other public bodies and US Agencies   474    1,635    5,462 
Mortgage and asset backed securities   546    804    1,082 
Corporate and other issuers   11,126    16,339    15,360 
Debt securities   57,129    62,879    89,278 
Equity securities   1,787    438    989 
Investment securities – Financial Investments   58,916    63,317    90,267 
Other securities – held for trading      
United Kingdom government   4,380    4,793    4,020 
Other government   20,603    15,134    19,503 
Other public bodies and US Agencies   7,408    5,396    8,683 
Mortgage and asset backed securities   1,974    1,568    2,927 
Bank and building society certificates of deposit   21    23    559 
Corporate and other issuers   16,814    11,875    9,884 
Debt securities   51,200    38,789    45,576 
Equity securities   59,338    38,329    29,055 
Other securities – held for trading   110,538    77,118    74,631 

Investment debt securities include government securities held as part of the Group’s treasury management portfolio for asset and liability, liquidity and regulatory purposes and are for use on a continuing basis in the activities of the Group. In addition, the Group holds as investments listed and unlisted corporate securities.

 
Maturities and yield of Financial Investments 
      
     Maturing with one  
    year    
    Maturing one but  
  within five years  
    Maturing after five  
  but within ten years  
    Maturing after ten  
    years    
  Total

As at 31 December 2017

  

  Amount

 

£m

  

      Yield

 

%

   

  Amount

 

£m

  

      Yield

 

%

   

  Amount

 

£m

  

      Yield

 

%

   

  Amount

 

£m

  

      Yield

 

%

   

  Amount

 

£m

  

      Yield

 

%

 
Government   4,253    0.5%    17,412    0.9%    15,073    1.6%    8,244    2.8%    44,982    1.4% 
Other public bodies and US Agencies       –      117    0.9%        –      357    1.4%    474    1.3% 
Other issuers   1,398    1.2%    8,005    1.8%    1,999    1.5%    271    2.6%    11,673    1.7% 
Total book value   5,651    0.7%    25,534    1.2%    17,072    1.5%    8,872    2.7%    57,129    1.5% 

The yield for each range of maturities is calculated by dividing the annualised interest income prevailing at 31 December 2017 by the fair value of securities held at that date.

366    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Additional financial disclosure (unaudited)

Average balance sheet

Average balances are based upon monthly averages.

   
Assets       2017 
       
         

      Average

balance

   Interest
      presented
within net
interest
income
   Interest
presented
      elsewhere
   Total interest                 Rate 
       
         £m   £m   £m   £m   % 
Loans and advances to banks   UK    84,327    365    4    369    0.4 
Loans and advances to banks   Non-UK        103,539    504    -    504    0.5 
Loans and advances to banksa   Total    187,866    869    4    873    0.5 
Loans and advances to customers   UK    287,350    8,543    71    8,614    3.0 
Loans and advances to customers   Non-UK    77,658    3,240    232    3,472    4.5 
Loans and advances to customersa   Total    365,008    11,783    303    12,086    3.3 
Financial investments   UK    54,218    651    -    651    1.2 
Financial investments   Non-UK    4,316    103    -    103    2.4 
Financial investments   Total    58,534    754    -    754    1.3 
Reverse repurchase agreements   UK    2,832    51    20    71    2.5 
Reverse repurchase agreements   Non-UK    14,507    30    374    404    2.8 
Reverse repurchase agreementsb   Total    17,339    81    394    475    2.7 
Other interest incomec        -    144    -    144    - 
Total interest earning assets not at fair value through P&L        628,747    13,631    701    14,332    2.3 
Less interest expense        -    (3,786)    (1,245)    (5,031)    - 
Net interest        628,747    9,845    (544)    9,301    1.5 
Interest earning assets at fair value through P&L   UK    81,639         
Interest earning assets at fair value through P&L   Non-UK    87,253         
Interest earning assets at fair value through P&L   Total    168,892         
Total interest earning assets        797,639         
Impairments     (4,700)         
Non-interest earning assets        422,102         
Total        1,215,041         
Percentage of total average interest earning assets in offices outside the UK        36%         

Notes

aLoans and advances to banks and customers include all doubtful lendings, includingnon-accrual lendings. Interest receivable on such lendings has been included to the extent to which either cash payments have been received or interest has been accrued in accordance with the income recognition policy of the Group.
bAverage balances for reverse repurchase agreements and cash collateral on securities borrowed have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.
cOther interest income principally includes interest income relating to hedging activity.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    367


Additional information

Additional financial disclosure (unaudited)

 

Assets

       2016 
       
         

      Average

balance

   Interest
      presented
within net
interest
income
   Interest
presented
      elsewhere
   Total interest                 Rate 
       
         £m   £m   £m   £m   % 
Loans and advances to banks   UK    55,902    588    3    591    1.1 
Loans and advances to banks   Non-UK        65,549    197    -    197    0.3 
Loans and advances to banksa   Total    121,451    785    3    788    0.6 
Loans and advances to customers   UK    290,751    9,665    136    9,801    3.4 
Loans and advances to customers   Non-UK    92,044    3,293    89    3,382    3.7 
Loans and advances to customersa   Total    382,795    12,958    225    13,183    3.4 
Financial investments   UK    71,697    520    43    563    0.8 
Financial investments   Non-UK    7,661    220    -    220    2.9 
Financial investments   Total    79,358    740    43    783    1.0 
Reverse repurchase agreements   UK    5,949    (7)    71    64    1.1 
Reverse repurchase agreements   Non-UK    14,752    34    287    321    2.2 
Reverse repurchase agreementsb   Total    20,701    27    358    385    1.9 
Other interest incomec        -    31    -    31    - 
Total interest earning assets not at fair value through P&L        604,305    14,541    629    15,170    2.5 
Less interest expense        -    (4,004)    (214)    (4,218)    - 
Net interest        604,305    10,537    415    10,952    1.8 
Interest earning assets at fair value through P&L   UK    65,449         
Interest earning assets at fair value through P&L   Non-UK    78,470         
Interest earning assets at fair value through P&L   Total    143,919         
Total interest earning assets        748,224         
Impairments     (4,669)         
Non-interest earning assets        550,299         
Total        1,293,854         
Percentage of total average interest earning assets in offices outside the UK        35%         

Notes

aLoans and advances to banks and customers include all doubtful lendings, includingnon-accrual lendings. Interest receivable on such lendings has been included to the extent to which either cash payments have been received or interest has been accrued in accordance with the income recognition policy of the Group.
bAverage balances for reverse repurchase agreements and cash collateral on securities borrowed have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise an asset and liability simultaneously. Reverse repurchase and repurchase agreements including other similar lending and borrowing in certain businesses have been designated at fair value following a change in accounting treatment to better align to the way the business manages the portfolio’s risk and performance.
cOther interest income principally includes interest income relating to hedging activity.

368    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Additional financial disclosure (unaudited)

 

Assets

       2015 
       
         

      Average

balance

   Interest
      presented
within net
interest
income
   Interest
presented
      elsewhere
   Total interest                 Rate 
       
         £m   £m   £m   £m   % 
Loans and advances to banks   UK    51,597    513    1    514    1.0 
Loans and advances to banks   Non-UK        48,521    131    60    191    0.4 
Loans and advances to banksa   Total    100,118    644    61    705    0.7 
Loans and advances to customers   UK    283,191    9,686    84    9,770    3.4 
Loans and advances to customers   Non-UK    120,252    2,825    3,420    6,245    5.2 
Loans and advances to customersa   Total    403,443    12,511    3,504    16,015    4.0 
Financial investments   UK    84,291    494    -    494    0.6 
Financial investments   Non-UK    9,436    204    144    348    3.7 
Financial investments   Total    93,727    698    144    842    0.9 
Reverse repurchase agreements   UK    86,322    18    187    205    0.2 
Reverse repurchase agreements   Non-UK    96,187    (239)    479    240    0.2 
Reverse repurchase agreementsb   Total    182,509    (221)    666    445    0.2 
Other interest incomec        -    321    -    321    - 
Total interest earning assets not at fair value through P&L        779,797    13,953    4,375    18,328    2.4 
Less interest expense        -    (3,345)    (2,371)    (5,716)    - 
Net interest        779,797    10,608    2,004    12,612    1.6 
Interest earning assets at fair value through P&L   UK    48,360         
Interest earning assets at fair value through P&L   Non-UK    81,031         
Interest earning assets at fair value through P&L   Total    129,391         
Total interest earning assets        909,188         
Impairments     (5,273)         
Non-interest earning assets        526,448         
Total        1,430,363         
Percentage of total average interest earning assets in offices outside the UK        39%         

Notes

aLoans and advances to banks and customers include all doubtful lendings, includingnon-accrual lendings. Interest receivable on such lendings has been included to the extent to which either cash payments have been received or interest has been accrued in accordance with the income recognition policy of the Group.
bAverage balances for reverse repurchase agreements and cash collateral on securities borrowed have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.
cOther interest income principally includes interest income relating to hedging activity.
d.Net Interest Income from discontinued operations is included within Interest presented elsewhere.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    369


Additional information

Additional financial disclosure (unaudited)

   
Liabilities      2017 
       
        

Average

balance

   

Interest

      presented

within net

interest

income

   

Interest

    presented

elsewhere

   Total interest                 Rate 
       
        £m   £m   £m   £m   % 
Deposits by banks  UK   40,103    94    4    98    0.2 
Deposits by banks  Non-UK       4,719    276    -    276    5.8 
Deposits by banks  Total   44,822    370    4    374    0.8 
Customer accounts  UK   258,667    740    17    757    0.3 
Customer accounts  Non-UK   55,704    383    708    1,091    2.0 
Customer accounts  Total   314,371    1,123    725    1,848    0.6 
Debt securities in issue  UK   43,632    831    -    831    1.9 
Debt securities in issue  Non-UK   34,819    84    -    84    0.2 
Debt securities in issue  Total   78,451    915    -    915    1.2 
Subordinated liabilities  UK   23,930    1,223    -    1,223    5.1 
Subordinated liabilities  Non-UK   52    -    -    -    - 
Subordinated liabilities  Total   23,982    1,223    -    1,223    5.1 
Repurchase agreements  UK   22,015    22    202    224    1.0 
Repurchase agreements  Non-UK   15,431    24    314    338    2.2 
Repurchase agreementsa  Total   37,446    46    516    562    1.5 
Other interest expenseb      -    109    -    109    - 
Total interest bearing liabilities not at fair value through P&L      499,072    3,786    1,245    5,031    1.0 
Interest bearing liabilities at fair value through P&L  UK   99,332         
Interest bearing liabilities at fair value through P&L  Non-UK   81,565         
Interest bearing liabilities at fair value through P&L  Total   180,897         
Total interest bearing liabilities      679,969         
Interest free customer deposits  UK   88,813         
Interest free customer deposits  Non-UK   9,353         
Interest free customer deposits  Total   98,166         
Othernon-interest bearing liabilities     372,021         
Shareholders’ equity      64,885         
Total      1,215,041         
Percentage of total average interest bearing liabilities in offices outside the UK      28%         

Notes
aAverage balances for repurchase agreements and cash collateral on securities lent have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.
bOther interest expense principally includes interest expense relating to hedging activity.

370    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Additional financial disclosure (unaudited)

   
Liabilities      2016 
       
        

Average

balance

   Interest
    presented
within net
interest
income
   Interest
presented
    elsewhere
       Total interest                 Rate 
       
        £m   £m   £m   £m   % 
Deposits by banks  UK   44,890    145    2    147    0.3 
Deposits by banks  Non-UK       9,469    120    -    120    1.3 
Deposits by banks  Total   54,359    265    2    267    0.5 
Customer accounts  UK   251,738    400    (84)    316    0.1 
Customer accounts  Non-UK   62,127    1,113    74    1,187    1.9 
Customer accounts  Total   313,865    1,513    (10)    1,503    0.5 
Debt securities in issue  UK   39,956    757    -    757    1.9 
Debt securities in issue  Non-UK   25,712    232    -    232    0.9 
Debt securities in issue  Total   65,668    989    -    989    1.5 
Subordinated liabilities  UK   22,437    1,104    -    1,104    4.9 
Subordinated liabilities  Non-UK   228    -    -    -    - 
Subordinated liabilities  Total   22,665    1,104    -    1,104    4.9 
Repurchase agreements  UK   13,736    116    110    226    1.6 
Repurchase agreements  Non-UK   11,424    47    112    159    1.4 
Repurchase agreementsa  Total   25,160    163    222    385    1.5 
Other interest expenseb           (30)    -    (30)    - 
Total interest bearing liabilities not at fair value through P&L      481,717    4,004    214    4,218    0.9 
Interest bearing liabilities at fair value through P&L  UK   78,036         
Interest bearing liabilities at fair value through P&L  Non-UK   69,976         
Interest bearing liabilities at fair value through P&L  Total   148,012         
Total interest bearing liabilities      629,729         
Interest free customer deposits  UK   78,788         
Interest free customer deposits  Non-UK   10,074         
Interest free customer deposits  Total   88,862         
Othernon-interest bearing liabilities     510,767         
Shareholders’ equity      64,496         
Total      1,293,854         
Percentage of total average interest bearing liabilities in offices outside the UK      28%         

Notes
aAverage balances for repurchase agreements and cash collateral on securities lent have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise an asset and liability simultaneously. Reverse repurchase and repurchase agreements including other similar lending and borrowing in certain businesses have been designated at fair value following a change in accounting treatment to better align to the way the business manages the portfolio’s risk and performance.
bOther interest expense principally includes interest expense relating to hedging activity.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    371


Additional information

Additional financial disclosure (unaudited)

   
Liabilities      2015 
       
        

        Average

balance

   Interest
    presented
within net
interest
income
   Interest
presented
    elsewhere
       Total interest                    Rate 
       
        £m   £m   £m   £m   % 
Deposits by banks  UK   46,577    72    8    80    0.2 
Deposits by banks  Non-UK       12,716    59    49    108    0.8 
Deposits by banks  Total   59,293    131    57    188    0.3 
Customer accounts  UK   237,723    2,185    28    2,213    0.9 
Customer accounts  Non-UK   84,304    (781)    1,401    620    0.7 
Customer accounts  Total   322,027    1,404    1,429    2,833    0.9 
Debt securities in issue  UK   45,625    346    58    404    0.9 
Debt securities in issue  Non-UK   35,507    205    431    636    1.8 
Debt securities in issue  Total   81,132    551    489    1,040    1.3 
Subordinated liabilities  UK   20,015    1,007    -    1,007    5.0 
Subordinated liabilities  Non-UK   818    8    72    80    9.8 
Subordinated liabilities  Total   20,833    1,015    72    1,087    5.2 
Repurchase agreements  UK   94,660    -    232    232    0.2 
Repurchase agreements  Non-UK   93,438    52    231    283    0.3 
Repurchase agreementsa  Total   188,098    52    463    515    0.3 
Other interest expenseb      -    192    (139)    53    - 
Total interest bearing liabilities not at fair value through P&L      671,383    3,345    2,371    5,716    0.9 
Interest bearing liabilities at fair value through P&L  UK   51,164         
Interest bearing liabilities at fair value through P&L  Non-UK   63,779         
Interest bearing liabilities at fair value through P&L  Total   114,943         
Total interest bearing liabilities      786,326         
Interest free customer deposits  UK   71,763         
Interest free customer deposits  Non-UK   14,182         
Interest free customer deposits  Total   85,945         
Othernon-interest bearing liabilities     490,992         
Shareholders’ equity      67,100         
Total      1,430,363         
Percentage of total average interest bearing liabilities in offices outside the UK      37%         

Notes

aAverage balances for repurchase agreements and cash collateral on securities lent have been stated on a gross basis prior to any offsetting to provide a more meaningful comparison to the related interest income and expense. The Group balance sheet offsets financial assets and liabilities where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise an asset and liability simultaneously.

bOther interest expense principally includes interest expense relating to hedging activity.

c.Net Interest Income from discontinued operations is included within Interest presented elsewhere.

372    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Additional financial disclosure (unaudited)

Changes in total interest – volume and rate analysis

The following tables allocate changes in interest between changes in volume and changes in interest rates for the last two years. Volume and rate variances have been calculated on the movement in the average balances and the change in the interest rates on average interest earning assets and average interest bearing liabilities. Where variances have arisen from changes in both volumes and interest rates, these have been allocated proportionately between the two.

    
Interest income      

2017/2016 Change due to

increase/(decrease) in:

   

2016/2015 Change due to

increase/(decrease) in:

 
        
        Total change               Volume                 Rate       Total change               Volume                   Rate 
        
        £m   £m   £m   £m   £m   £m 
Loans and advances to banks  UK   (222)    219    (441)    77    45    32 
Loans and advances to banks  Non-UK       307    149    158    6    57    (51) 
Loans and advances to banks  Total   85    368    (283)    83    102    (19) 
Loans and advances to customers  UK   (1,187)    (113)    (1,074)    31    258    (227) 
Loans and advances to customers  Non-UK   90    (577)    667    (2,863)    (1,274)    (1,589) 
Loans and advances to customers  Total   (1,097)    (690)    (407)    (2,832)    (1,016)    (1,816) 
Financial investments  UK   88    (160)    248    69    (82)    151 
Financial investments  Non-UK   (117)    (84)    (33)    (128)    (59)    (69) 
Financial investments  Total   (29)    (244)    215    (59)    (141)    82 
Reverse repurchase agreements  UK   7    (46)    53    (141)    (332)    191 
Reverse repurchase agreements  Non-UK   83    (5)    88    81    (358)    439 
Reverse repurchase agreements  Total   90    (51)    141    (60)    (690)    630 
Other interest income      113    -    113    (290)    -    (290) 
Total interest receivable      (838)    (617)    (221)    (3,158)    (1,745)    (1,413) 
              
    
Interest expense      

2017/2016 Change due to

increase/(decrease) in:

   

2016/2015 Change due to

increase/(decrease) in:

 
        
        Total change           Volume                    Rate       Total change           Volume                   Rate 
        
        £m   £m   £m   £m   £m   £m 
Deposits by banks  UK   (49)    (14)    (35)    67    (1)    68 
Deposits by banks  Non-UK       156    (87)    243    12    (31)    43 
Deposits by banks  Total   107    (101)    208    79    (32)    111 
Customer accounts  UK   441    9    432    (1,897)    124    (2,021) 
Customer accounts  Non-UK   (96)    (125)    29    567    (201)    768 
Customer accounts  Total   345    (116)    461    (1,330)    (77)    (1,253) 
Debt securities in issue  UK   74    70    4    353    (56)    409 
Debt securities in issue  Non-UK   (148)    63    (211)    (404)    (145)    (259) 
Debt securities in issue  Total   (74)    133    (207)    (51)    (201)    150 
Subordinated liabilities  UK   119    75    44    97    121    (24) 
Subordinated liabilities  Non-UK   -    -    -    (80)    (33)    (47) 
Subordinated liabilities  Total   119    75    44    17    88    (71) 
Repurchase agreements  UK   (2)    104    (106)    (5)    (344)    339 
Repurchase agreements  Non-UK   179    68    111    (124)    (423)    299 
Repurchase agreements  Total   177    172    5    (129)    (767)    638 
Other interest expense      139    -    139    (83)    -    (83) 
Total interest payable      813    163    650    (1,497)    (989)    (508) 

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    373


Additional information

Additional financial disclosure (unaudited)

 

Credit risk additional disclosure

This section of the report contains supplementary information that is more detailed or contains longer histories than the data presented in the credit risk management section.

A. Impairment

 

 

Movements in allowance for impairment by geography

                         
  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
   

 

 

 

£m

 

  

   £m     £m     £m     £m  
Allowance for impairment as at 1 January   7,258      7,799      10,597      12,432      10,796   
Effects of the adoption of IFRS 10             (1,701)            
Acquisitions and disposals   13      (5)     (80)     (18)     78   
Unwind of discount   (153)     (179)     (211)     (243)     (213)  
Exchange and other adjustments   (1,047)     (260)     (206)     (440)     331   
Amounts written off:          
United Kingdom   (1,313)     (1,548)     (1,972)     (2,401)     (1,928)  
Europe   (742)     (957)     (1,119)     (932)     (616)  
Americas   (535)     (276)     (311)     (954)     (742)  
Africa and the Middle East   (423)     (534)     (655)     (695)     (627)  
Asia   (24)     (28)     (62)     (183)     (397)  
Recoveries:          
United Kingdom   147      119      127      159      116   
Europe   27      18      31      43      22   
Americas                         
Africa and the Middle East   46      63      51      56      54   
Asia                         
New and increased impairment allowance:          
United Kingdom   1,596      1,687      1,728      2,442      2,848   
Europe   757      1,131      1,566      1,299      1,434   
Americas   378      514      250      438      1,323   
Africa and the Middle East   449      566      853      727      949   
Asia   50      31      50      56      385   
Reversals of impairment allowance:          
United Kingdom   (381)     (302)     (356)     (353)     (355)  
Europe   (337)     (323)     (463)     (135)     (264)  
Americas   (38)     (4)     (23)     (280)     (386)  
Africa and the Middle East   (45)     (45)     (70)     (113)     (128)  
Asia   (8)     (9)     (16)     (50)     (56)  
Recoveries:          
United Kingdom   (147)     (119)     (127)     (159)     (116)  
Europe   (27)     (18)     (31)     (43)     (22)  
Americas                       (5)  
Africa and the Middle East   (46)     (63)     (51)     (56)     (54)  
Asia   (1)     (1)     (3)     (7)     (4)  
Allowance for impairment as at 31 December   5,455      7,258      7,799      10,597      12,432   
Average loans and advances for the year       505,122          525,994          564,128          548,944          532,558   

      
Movements in allowance for impairment by geography                         
      
                   2017                   2016                     2015                   2014                   2013 
    £m   £m   £m   £m   £m 
Allowance for impairment as at 1 January   4,620    4,921    5,455    7,258    7,799 
Acquisitions and disposals   (5)    (5)    -    13    (5) 
Unwind of discount   (48)    (75)    (149)    (153)    (179) 
Exchange and other adjustments   (240)    (736)    (617)    (1,047)    (260) 
Amounts written off:          
United Kingdom   (1,111)    (1,272)    (1,354)    (1,313)    (1,548) 
Europe   (157)    (218)    (200)    (742)    (957) 
Americas   (1,038)    (664)    (411)    (535)    (276) 
Africa and Middle East   (9)    (20)    (300)    (423)    (534) 
Asia   (14)    (19)    (12)    (24)    (28) 
Recoveries:          
United Kingdom   207    241    281    147    119 
Europe   18    18    15    27    18 
Americas   108    104    52    -    - 
Africa and Middle East   1    1    52    46    63 
Asia   -    1    -    1    1 
New and increased impairment allowance:          
United Kingdom   1,714    1,659    1,559    1,596    1,687 
Europe   219    350    399    757    1,131 
Americas   1,205    1,164    649    378    514 
Africa and Middle East   44    73    438    449    566 
Asia   5    13    11    50    31 
Reversals of impairment allowance:          
United Kingdom   (369)    (288)    (320)   ��(381)    (302) 
Europe   (109)    (90)    (141)    (337)    (323) 
Americas   (13)    (139)    (59)    (38)    (4) 
Africa and Middle East   (21)    (29)    (22)    (45)    (45) 
Asia   (21)    (5)    (5)    (8)    (9) 
Recoveries:          
United Kingdom   (207)    (241)    (281)    (147)    (119) 
Europe   (18)    (18)    (15)    (27)    (18) 
Americas   (108)    (104)    (52)    -    - 
Africa and Middle East   (1)    (1)    (52)    (46)    (63) 
Asia   -    (1)    -    (1)    (1) 
Allowance for impairment as at 31 December   4,652    4,620    4,921    5,455    7,258 
Average loans and advances for the year   552,874    504,246    503,561    505,122    525,995 

 

392  |374    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Additional information

Additional financial disclosure (unaudited)

    

    

 

 

Analysis of impairment charges

                         
  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Impairment charges:          
United Kingdom   1,068      1,266      1,245      1,930      2,377  
Europe   393      790      1,072      1,121      1,148  
Americas   340      510      227      158      932  
Africa and the Middle East   358      458      732      558      767  
Asia   41      21      31      (1)     325  
Impairment on loans and advances   2,200      3,045      3,307      3,766      5,549  
Impairment on available for sale assets   (31)          40      1,860      51  
Impairment on reverse repurchase agreements   (5)          (3)     (48)     (4)  
Impairment charges   2,164      3,054      3,344      5,578      5,596  
Other credit provisions charge        17      (4)     24      76  
Impairment charges           2,168              3,071              3,340              5,602              5,672  

      
Analysis of impairment charges                      
      
As at 31 December  

                2017

 

£m

  

                2016

 

£m

   

                2015

 

£m

  

                2014

 

£m

  

                2013

 

£m

 
Impairment charges:       
United Kingdom   1,138   1,130    960   1,071   1,262 
Europe   92   242    244   392   790 
Americas   1,084   921    539   339   510 
Africa and Middle East   22   43    7   9   ( 12
Asia   ( 16  7    6   41   21 
Impairment on loans and advances   2,320   2,343    1,756   1,852   2,571 
Impairment on available for sale assets   3   21    18   ( 31  - 
Impairment on reverse repurchase agreements   -   -    -   ( 5  8 
Impairment charges   2,323   2,364    1,774   1,816   2,579 
Other credit provisions charge   13   9    ( 12  5   17 
Impairment charges   2,336   2,373    1,762   1,821   2,596 

The industry classifications in the tables below have been prepared at the level of the borrowing entity. This means that a loan to a subsidiary of a major corporation is classified by the industry in which the subsidiary operates, even though the Parent’s predominant business may be in a different industry.

 

 

Total impairment charges on loans and advances by industry

                         
                    2017                    2016                   2015                   2014                   2013 
As at 31 December  £m   £m   £m   £m   £m 
United Kingdom:          
Financial institutions   (42)    (1)    (4)    (9)    2 
Manufacturing   (11)    39    (8)    1    44 
Construction   10    7    10    8    23 
Property   (10)    (13)    11    10    25 
Energy and water   35    12    42    -    - 
Wholesale and retail distribution and leisure   51    38    38    54    52 
Business and other services   220    56    110    76    82 
Home loans   31    (4)    27    28    38 
Cards, unsecured and other personal lending   856    975    735    893    980 
Other   (2)    20    (1)    10    16 
Total United Kingdom   1,138    1,129    960    1,071    1,262 
Overseas   1,182    1,214    796    781    1,309 
Total Impairment charges   2,320    2,343    1,756    1,852    2,571 

 

 

Total impairment charges on loans and advances by industry

  

  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
United Kingdom:          
Financial institutions   (9)          30      83      22  
Manufacturing   1     44      12      41      38  
Construction        23      25      22      77  
Property   10      25      82      59      123  
Energy and water                       -  
Wholesale and retail distribution and leisure   54      52      109      297      170  
Business and other services   73      86      138      138      238  
Home loans   28      38      18      66      37  
Cards, unsecured and other personal lending   893      980      799      1,200      1,646  
Other   10      16      31      19      26  
Total United Kingdom   1,068      1,266      1,245      1,930      2,377  
Overseas   1,132      1,779      2,062      1,836      3,172  
Total Impairment charges           2,200              3,045              3,307              3,766              5,549  

 |  393Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    375


Additional information

Additional financial disclosure (unaudited)

    

    

 

Allowance for impairment by industry  
 

 

 

 

2014

 

  

  2013    2012    2011    2010  
As at 31 December 

 

 

 

£m

 

  

  %    £m    %    £m    %    £m    %    £m    %  
United Kingdom:          
Financial institutions      0.2     23     0.3     411     5.3     456     4.3     447     3.6   
Manufacturing  32     0.6     84     1.2     37     0.5     97     0.9     84     0.6   
Construction  33     0.6     45     0.6     31     0.4     53     0.5     76     0.6   
Property  140     2.6     73     1.0     118     1.5     121     1.1     131     1.0   
Government and central bank          18     0.2             -    -    -    -  
Energy and water                          -    -    -    -  
Wholesale and retail distribution and leisure  137     2.5     124     1.7     243     3.1     378     3.6     256     2.1   
Business and other services  205     3.8     202     2.8     217     2.8     258     2.4     259     2.1   
Home loans  123     2.3     111     1.5     129     1.7     134     1.3     85     0.7   
Cards, unsecured and other personal lending  1,912     35.1     2,228     30.7     2,043     26.2     2,469     23.3     3,020     24.3   
Other  60     1.1     71     1.0     41     0.5     39     0.4     71     0.6   
Total United Kingdom  2,652     48.6     2,980     41.1     3,270     41.9     4,005     37.8     4,429     35.6   
Overseas  2,803     51.4     4,278     58.9     4,529     58.1     6,592     62.2     8,003     64.4   
Total      5,455         100.0         7,258         100.0         7,799         100.0         10,597         100.0         12,432         100.0   

    

          

 

Amounts written off and recovered by industry

  

  

 

 

 

Amounts written off

 

  

  Recoveries of amounts previously written off�� 
 

 

 

 

2014 

 

  

  2013     2012     2011     2010     2014     2013     2012     2011     2010   
As at 31 December 

 

 

 

£m

 

  

  £m    £m    £m    £m    £m    £m    £m    £m    £m  
United Kingdom:          
Financial institutions      13     55     67     68     11                   
Manufacturing  13     55     76     28     102                       
Construction  21     26     52     45     42                       
Property  19     34     95     71     86     17                   
Energy and water                                        
Wholesale and retail distribution and leisure  48     78     246     229     103     13         13     39       
Business and other services  59     138     200     127     198     10     19     22           
Home loans  15     39     36     45     20                       
Cards, unsecured and other personal lending  994     1,127     1,184     1,739     1,250     81     82     73     102     75   
Other  144     37     27     47     59                     14   
Total United Kingdom  1,314     1,548     1,972     2,401     1,928     147     119     127     159     116   
Overseas  1,723     1,795     2,147     2,764     2,382     74     82     85     106     85   
Total      3,037         3,343         4,119         5,165         4,310         221         201         212         265     201   

 

Impairment ratios                         
  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
   

 

 

 

%

 

  

   %     %     %     %  
Impairment charges as a percentage of average loans and advances   0.44      0.58      0.59      0.69      1.04   
Amounts written off (net of recoveries) as a percentage of average loans and advances   0.56      0.60      0.69      0.89      0.77   
Allowance for impairment balance as a percentage of loans and advances as at 31 December           1.15              1.54              1.65              2.16              2.60   
 
Allowance for impairment by industry 
   2017   2016   2015   2014   2013 
As at 31 December  £m   %   £m   %   £m   %   £m   %   £m   % 
United Kingdom:                    
Financial institutions   11    0.2    5    0.1    10    0.2    9    0.2    23    0.3 
Manufacturing   34    0.7    60    1.3    30    0.6    32    0.6    84    1.2 
Construction   37    0.8    35    0.8    32    0.7    33    0.6    45    0.6 
Property   48    1.0    89    1.9    122    2.5    140    2.6    73    1.0 
Government and central bank   1    -    -    -    -    -    -    -    18    0.2 
Energy and water   108    2.3    114    2.5    90    1.8    -    -    1    - 
Wholesale and retail distribution and leisure   186    4.0    143    3.1    124    2.5    137    2.5    124    1.7 
Business and other services   482    10.4    252    5.5    238    4.8    205    3.8    202    2.8 
Home loans   137    2.9    144    3.1    157    3.2    123    2.3    111    1.5 
Cards, unsecured and other personal lending   1,671    35.9    1,653    35.8    1,652    33.6    1,912    35.1    2,228    30.7 
Other   42    0.9    49    1.1    37    0.8    61    1.1    71    1.0 
Total United Kingdom   2,757    59.3    2,544    55.1    2,492    50.6    2,652    48.6    2,980    41.1 
Overseas   1,895    40.7    2,076    44.9    2,429    49.4    2,803    51.4    4,278    58.9 
Total       4,652        100.0        4,620        100.0        4,921        100.0        5,455        100.0        7,258        100.0 
                    
 
Amounts written off and recovered by industry 
   
    Amounts written off   Recoveries of amounts previously written off 
   2017   2016   2015   2014   2013   2017   2016   2015   2014   2013 
As at 31 December  

 

£m

   £m   £m   £m   £m   £m   £m   £m   £m   £m 
United Kingdom:                    
Financial institutions   2    2    3    1    13    47    1    8    11    1 
Manufacturing   2    15    6    13    55    3    3    2    6    4 
Construction   10    5    13    21    26    3    1    3    3    2 
Property   22    18    24    19    34    1    11    13    17    1 
Energy and water   32    -    -    -    1    -    2    2    -    - 
Wholesale and retail distribution and leisure   23    25    94    48    78    8    5    17    13    4 
Business and other services   105    52    65    59    138    9    10    15    10    19 
Home loans   13    11    22    15    39    -    -    3    2    2 
Cards, unsecured and other personal lending   897    1,134    1,113    994    1,127    132    206    214    81    82 
Other   5    10    14    144    37    4    2    4    4    4 
Total United Kingdom   1,111    1,272    1,354    1,314    1,548    207    241    281    147    119 
Overseas   1,218    921    923    1,723    1,795    127    125    119    74    82 
Total       2,329        2,193        2,277        3,037        3,343        334        366        400        221        201 

      
Impairment ratios                         
             2017               2016             2015            2014            2013 
    %   %   %   %   % 
Impairment charges as a percentage of average loans and advances   0.42    0.46    0.42    0.44    0.58 
Amounts written off (net of recoveries) as a percentage of average loans and advances   0.36    0.36    0.37    0.56    0.60 
Allowance for impairment balance as a percentage of loans and advances as at 31 December   1.15    1.05    1.10    1.15    1.54 

 

394  |376    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Additional information

Additional financial disclosure (unaudited)

    

 

B. Potential credit risk loans

 

Credit risk loans summary                         
   2014      2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Impaired loans   6,799      10,510      11,747      17,326      26,630   
Accruing loans which are contractually overdue 90 days or more as to principal or interest   1,816      1,903      2,490      3,179      4,388   
Impaired and restructured loans   723      885      788      837      864   
Credit risk loans   9,338      13,298      15,025      21,342      31,882   

    

          
Credit risk loans  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Impaired loans:          
United Kingdom   3,035      3,986      4,717      5,801      5,744   
Europe   2,011      4,137      4,433      5,261      5,397   
Americas   317      683      357      3,759      11,928   
Africa and Middle East   1,353      1,626      2,167      2,408      3,206   
Asia   83      78      73      97      355   
Total   6,799      10,510      11,747      17,326      26,630   
Accruing loans which are contractually overdue 90 days or more as to principal or interest:          
United Kingdom   875      953      1,227      1,216      1,380   
Europe   354      503      476      650      802   
Americas   149      81      96      110      164   
Africa and Middle East   437      364      688      1,195      2,010   
Asia                       32   
Total   1,816      1,903      2,490      3,179      4,388   
Impaired and restructured loans:          
United Kingdom   559      734      615      643      662   
Europe   31      13      27      60      33   
Americas   90      81      116      124      141   
Africa and Middle East   42      56      25           20   
Asia                         
Total   723      885      788      837      864   
Total credit risk loans:          
United Kingdom   4,469      5,673      6,559      7,660      7,786   
Europe   2,396      4,653      4,936      5,971      6,232   
Americas   556      845      569      3,993      12,233   
Africa and Middle East   1,832      2,046      2,880      3,610      5,236   
Asia   85      81      81      108      395   
Credit risk loans   9,338      13,298      15,025      21,342      31,882   

    

          
Potential problem loans  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
United Kingdom   821      1,112      1,035      1,110      892   
Europe   208      285      430      530      669   
Americas   146      99      80      106      779   
Africa and Middle East   306      310      314      217      335   
Asia   10                     20   
Potential problem loans   1,491      1,808      1,860      1,972      2,695   

    
Credit Risk Loans Summary                
   2017   2016   2015   2014   2013 
As at 31 December  £m   £m   £m   £m   £m 
Impaired loans   4,404     4,614     5,635     6,854     10,510  
Accruing loans which are contractually overdue 90 days or more as to principal or interest   1,268     1,474     1,744     1,912     1,903  
Impaired and restructured loans   322     403     438     723     885  
Credit risk loans     5,994       6,491       7,817       9,489       13,298  
          
   
Credit risk loans           
   2017   2016   2015   2014   2013 
As at 31 December  £m   £m   £m   £m   £m 
Impaired loans:          
United Kingdom   2,648     2,688     2,747     3,090     3,986  
Europe   935     1,078     1,198     2,011     4,137  
Americas   687     641     499     317     683  
Africa and Middle East   89     140     1,106     1,353     1,626  
Asia   45     67     85     83     78  
Total   4,404     4,614     5,635     6,854     10,510  
Accruing loans which are contractually overdue 90 days or more as to principal or interest:          
United Kingdom   752     810     848     971     953  
Europe   240     331     300     354     503  
Americas   276     320     185     149     81  
Africa and Middle East       13     411     437     364  
Asia                    
Total   1,268     1,474     1,744     1,912     1,903  
Impaired and restructured loans:          
United Kingdom   179     217     286     559     734  
Europe           33     31     13  
Americas   138     180     117     90     81  
Africa and Middle East               42     56  
Asia                    
Total   322     403     438     723     885  
Total credit risk loans:          
United Kingdom   3,579     3,715     3,881     4,620     5,673  
Europe   1,180     1,415     1,531     2,396     4,653  
Americas   1,101     1,141     801     556     845  
Africa and Middle East   89     153     1,519     1,832     2,046  
Asia   45     67     85     85     81  
Credit risk loans   5,994     6,491     7,817     9,489     13,298  

 

 |  395Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    377


Additional information

Additional financial disclosure (unaudited)

    

    

 

   

 

 

 

2014 

 

  

   2013      2012   
Interest foregone on credit risk loans  

 

 

 

£m

 

  

   £m     £m  
Interest income that would have been recognised under the original contractual terms      
United Kingdom   195      194      245   
Rest of the World   173      217      310   
Total               368                          411                          555   

 

Total impairment allowance coverage of credit risk loans  

 

 

 

2014

 

  

   2013     2012     2011     2010  
As at 31 December  

 

 

 

%

 

  

   %     %     %     %  
United Kingdom   59.3      52.5      49.9      52.3      56.9   
Europe   50.9      53.4      52.8      48.9      44.8   
Americas   89.7      77.4      83.0      53.3      24.2   
Africa and Middle East   54.7      52.7      48.0      40.1      35.5   
Asia   96.5      72.8      86.4      90.7      100.0   
Total coverage of credit risk lending   58.4          54.6          51.9          49.7          39.0   

    

          
Total impairment allowance coverage of potential credit risk loans  

 

 

 

2014

 

  

   2013     2012     2011     2010  
As at 31 December  

 

 

 

%

 

  

   %     %     %     %  
United Kingdom   50.1      43.9      43.1      45.7      51.0   
Europe   46.9      50.3      48.6      44.9      40.5   
Americas   71.1      69.3      72.7      51.9      22.7   
Africa and Middle East   46.9      45.8      43.2      37.8      33.3   
Asia   86.3      71.1      85.4      83.8      95.2   
Total coverage of potential credit risk lending   50.4          48.0          46.2          45.5          36.0   

   
Potential problem loans           
      
           2017           2016           2015           2014           2013 
As at 31 December  £m   £m   £m   £m   £m 
United Kingdom   945     1,302     983     942     1,112  
Europe   124     209     158     208     285  
Americas   328     599     487     146     99  
Africa and Middle East   20     32     408     306     310  
Asia       54     14     10      
Potential problem loans   1,426     2,196     2,050     1,612     1,808  
                      
      
Interest foregone on credit risk loans                         
           2017                   2016                   2015 
    £m        £m        £m 

 

Interest income that would have been recognised under the original contractual terms

          

 

United Kingdom

   87       91       139  

 

Rest of the World

   151          196          151  

 

Total

   238          287          290  
                      
   
Total impairment allowance coverage of potential credit risk loans           
           2017           2016           2015           2014           2013 
As at 31 December  %   %   %   %   % 
United Kingdom   77.0     68.5     64.2     57.4     52.5  
Europe   46.4     48.4     53.3     50.9     53.4  
Americas   112.7     109.3     89.2     89.7     77.4  
Africa and Middle East   93.3     58.2     55.3     54.7     52.7  
Asia   51.1     82.1     70.3     96.5     72.8  
Total coverage of credit risk lending   77.6     71.2     63.0     57.5     54.6  
                          
   
Total impairment allowance coverage of potential credit risk loans           
           2017           2016           2015           2014           2013 
As at 31 December  %   %   %   %   % 
United Kingdom   60.9     50.7     51.2     48.7     43.9  
Europe   42.0     42.2     48.3     46.9     50.3  
Americas   86.8     71.7     55.5     71.1      69.3   
Africa and Middle East   76.1     48.1     43.6     46.9     45.8  
Asia   42.6     45.5     60.4     86.3     71.1  
Total coverage of potential credit risk lending   62.7     53.2     49.9     49.7     48.0  

 

396  |378    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Additional information

Additional financial disclosure (unaudited)

    

 

C. Maturity Analysisanalysis of Loansloans and Advancesadvances

 

 
Maturity analysis of loans and advances to customersMaturity analysis of loans and advances to customers  Maturity analysis of loans and advances to customers         
   
 
On
demand
  
  
   
 
 
 
Not more
than
three
months
  
  
  
  
   
 
 
 
 
 
 
Over
three
months
but not
more
than six
months
  
  
  
  
  
  
  
   
 
 
 
 
 
Over six
months
but not
more
than one
year
  
  
  
  
  
  
   
 
 
 
 
 
Over one
year but
no more
than
three
years
  
  
  
  
  
  
   
 
 
 
 
 
Over
three
years but
not more
than five
years
  
  
  
  
  
  
   
 
 
 
 
Over five
years but
not more
than ten
years
  
  
  
  
  
   
 
Over ten
years
  
  
   Total  
As at 31 December 2014  

 

 

 

£m

 

  

   £m     £m     £m     £m     £m     £m     £m     £m  
  

On

        demand

  

        Not more

than

three

months

  

Over

three

    months

but not

more

than six

months

  

    Over six

months

but not

more

than one

year

  

    Over one

year but

not more

than

three

years

  

Over

three

    years but

not more

than five

years

  

Over five

    years but

not more

than ten

years

  

    Over ten

years

            Total
As at 31 December 2017  £m  £m  £m  £m  £m  £m  £m  £m  £m
United Kingdom                                    
Corporate lending   15,773      19,881      1,898      3,339      12,569      12,253      4,774      11,144      81,631      2,699    19,776    1,858    3,274    26,251    12,797    4,860    13,253    84,768 
Other lending to customers in the United Kingdom   3,974      3,595      2,309      4,574      17,686      16,350      32,634      81,441      162,563      3,441    3,528    2,500    5,051    18,048    15,847    35,346    87,930    171,691 
Total United Kingdom   19,747      23,476      4,207      7,913      30,255      28,603      37,408      92,585      244,194      6,140    23,304    4,358    8,325    44,299    28,644    40,206    101,183    256,459 
Europe   5,049      24,717      1,404      1,692      5,901      5,408      5,116      11,950      61,237      4,349    16,863    1,107    1,548    6,590    3,313    2,622    3,843    40,235 
Americas   2,624      42,198      1,487      3,800      9,219      8,665      4,382      4,685      77,060      2,514    25,624    2,502    3,870    10,712    7,236    5,652    6,377    64,487 
Africa and Middle East   4,847      2,875      2,126      2,220      8,769      5,552      6,417      7,438      40,244      166    962    157    127    730    274    102    106    2,624 
Asia   491      6,103      513      692      1,609      814      170      95      10,487      73    4,281    484    626    433    274    95    133    6,399 
Total loans and advances to customers   32,758      99,369      9,737      16,317      55,753      49,042      53,493      116,753      433,222      13,242    71,034    8,608    14,496    62,764    39,741    48,677    111,642    370,204 
As at 31 December 2016                  

                  
As at 31 December 2013                  
United Kingdom                                    
Corporate lending   17,462      18,251      921      2,684      12,286      8,470      8,604      10,497      79,175      14,810    20,056    1,127    2,929    14,917    14,123    4,478    13,626    86,066 
Other lending to customers in the United Kingdom   4,492      3,251      2,170      4,703      18,209      16,476      31,077      80,113      160,491      3,544    3,768    2,489    5,181    19,484    16,020    34,367    85,377    170,230 
Total United Kingdom   21,954      21,502      3,091      7,387      30,495      24,946      39,681      90,610      239,666      18,354    23,824    3,616    8,110    34,401    30,143    38,845    99,003    256,296 
Europe   3,216      17,365      1,510      3,923      11,336      9,553      10,085      19,509      76,497      5,295    21,497    1,076    1,948    5,618    4,917    2,870    4,515    47,736 
Americas   2,525      42,697      1,461      2,379      7,687      6,039      4,833      3,694      71,315      3,442    35,518    2,330    4,781    13,982    8,822    6,646    6,771    82,292 
Africa and Middle East   3,665      4,700      1,628      2,451      7,908      5,567      6,569      8,175      40,663      210    861    200    307    578    870    93    59    3,178 
Asia   455      10,166      199      306      1,337      629      110      142      13,344      895    4,482    454    764    912    307    74    14    7,902 
Total loans and advances to customers   31,815      96,430      7,889      16,446      58,763      46,734      61,278      122,130      441,485      28,196    86,182    7,676    15,910    55,491    45,059    48,528    110,362    397,404 

 

Maturity analysis of loans and advances to banks  
   
 
On
demand
  
  
   
 
 
Not more
than three
months
  
  
  
  

 

 
 
 
 
 
 
 

 

Over
three
months
but not
more
than six
months

 

  
  
  
  
  
  
  

   
 
 
 
 
 
Over six
months
but not
more
than one
year
  
  
  
  
  
  
   
 
 
 
 
 
Over one
year but
no more
than
three
years
  
  
  
  
  
  
   
 
 
 
 
 
Over
three
years but
not more
than five
years
  
  
  
  
  
  
   
 
 
 
 
Over five
years but
not more
than ten
years
  
  
  
  
  
   
 
Over ten
years
  
  
   Total  
As at 31 December 2014  

 

 

 

£m

 

  

   £m     £m     £m     £m     £m     £m     £m     £m  
United Kingdom   623      6,159      327      325      38                     7,472   
Europe   2,032      10,375      68           314                     12,793   
Americas   1,172      10,914      893      186      18      20      24           13,227   
Africa and Middle East   939      1,086      502      478      245                     3,250   
Asia   1,109      2,604      1,446      176      22           12           5,369   
Total loans and advances to banks   5,875      31,138      3,236      1,169      637      20      36           42,111   

    

                  
As at 31 December 2013                  
United Kingdom   571      4,687      38      282      178      36           661      6,457   
Europe   2,228      9,577      233      96      386                     12,520   
Americas   1,808      8,599                13           46           10,468   
Africa and Middle East   840      774      220      558      88      73                2,553   
Asia   1,111      5,640      481      189                13           7,434   
Total loans and advances to banks       6,558          29,277          973          1,126          665          109          63          661          39,432   

 |  397Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    379


Additional information

Additional financial disclosure (unaudited)

 
Maturity analysis of loans and advances to banks 
   

On

        demand

  

        Not more

than

three

months

  

Over

three

        months

but not

more

than six

months

  

        Over six

months

but not

more

than one

year

  

        Over one

year but

not more

than

three

years

  

Over

three

        years but

not more

than five

years

  

Over five

    years but

not more

than ten

years

  

        Over ten

years

              Total
As at 31 December 2017  £m  £m  £m  £m  £m  £m  £m  £m  £m
United Kingdom   339    9,093    778    9    7    -    -    25    10,251 
Europe   673    10,951    11    -    132    -    -    80    11,847 
Americas   1,195    6,579    70    93    94    -    -    13    8,044 
Africa and Middle East   243    1,232    15    99    107    -    -    18    1,714 
Asia   989    2,372    382    1    -    11    -    52    3,807 
Total loans and advances to banks   3,439    30,227    1,256    202    340    11    -    188    35,663 
As at 31 December 2016                  
United Kingdom   270    5,624    1,485    34    45    -    -    -    7,458 
Europe   1,178    11,398    12    25    61    -    -    -    12,674 
Americas   1,887    14,329    136    211    313    18    -    -    16,894 
Africa and Middle East   224    772    305    331    146    -    -    -    1,778 
Asia   1,299    2,224    815    12    83    1    13    -    4,447 
Total loans and advances to banks   4,858    34,347    2,753    613    648    19    13    -    43,251 

380    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Additional financial disclosure (unaudited)

 

 

D. Industrial and Geographical Concentrations of Loans and Advances

 

Loans and advances to customers by industry  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Financial institutions   103,503      103,703      93,745      93,380      96,385   
Manufacturing   11,849      10,632      11,907      13,264      15,096   
Construction   3,767      4,245      4,625      4,931      6,173   
Property   19,544      20,844      22,575      25,087      23,720   
Government and central bank   7,127      4,999      4,809      6,135      5,109   
Energy and water   8,557      7,547      7,638      7,425      9,240   
Wholesale and retail distribution and leisure   13,635      13,288      15,070      16,818      17,886   
Business and other services   22,803      20,663      24,722      27,214      27,138   
Home loans   167,520      180,295      172,875      172,106      168,909   
Cards, unsecured loans and other personal lending   58,914      55,806      58,863      53,783      51,724   
Other   16,003      19,463      21,530      23,688      24,922   
Loans and advances to customers       433,222          441,485          438,359          443,831          446,302   

    

          
Loans and advances to customers in the UK  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Financial institutions   23,728      22,101      22,290      20,257      25,132  
Manufacturing   6,274      5,411      6,078      6,282      6,744  
Construction   2,957      3,195      3,108      3,444      3,683  
Property   15,053      15,096      15,283      16,351      13,877  
Government and central bank   276      819      198      123      80  
Energy and water   2,096      1,715      2,286      1,598      2,183  
Wholesale and retail distribution and leisure   9,997      9,734      9,810      10,686      11,850  
Business and other services   13,944      13,052      15,971      16,731      15,430  
Home loans   132,864      129,703      119,781      112,394      105,019  
Cards, unsecured loans and other personal lending   28,061      30,396      31,772      29,881      28,970  
Other   8,944      8,444      9,476      8,404      8,105  
Loans and advances to customers in the UK   244,194      239,666      236,053      226,151      221,073  

    

          

    

          
Loans and advances to customers in Europe  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Financial institutions   22,126      17,791      20,245      20,255      19,381   
Manufacturing   1,641      2,051      2,827      3,545      4,987   
Construction   193      625      663      943      1,440   
Property   1,175      2,652      3,242      4,023      3,771   
Government and central bank   3,759      1,583      2,458      2,167      951   
Energy and water   2,612      3,119      2,376      2,453      3,621   
Wholesale and retail distribution and leisure   1,105      1,524      2,588      3,134      2,938   
Business and other services   1,878      2,882      2,985      5,498      6,526   
Home loans   19,933      35,110      36,965      38,732      37,524   
Cards, unsecured loans and other personal lending   5,226      7,146      6,346      6,875      8,348   
Other   1,589      2,014      2,471      5,711      4,997   
Loans and advances to customers in Europe   61,237      76,497      83,166      93,336      94,484   

 
Loans and advances to customers by industry 
   2017                   2016                   2015                   2014                   2013 
As at 31 December  £m   £m   £m   £m   £m 
Financial institutions   74,942    91,826    80,785    103,503    103,703 
Manufacturing   9,316    12,470    12,444    11,849    10,632 
Construction   3,288    3,525    3,798    3,767    4,245 
Property   20,524    20,856    20,019    19,544    20,844 
Government and central bank   9,434    12,029    5,942    7,127    4,999 
Energy and water   6,229    7,565    7,874    8,557    7,547 
Wholesale and retail distribution and leisure   12,680    13,143    14,034    13,635    13,288 
Business and other services   21,001    22,135    26,092    22,803    20,663 
Home loans   147,460    145,184    156,384    167,520    180,295 
Cards, unsecured loans and other personal lending   57,245    59,851    63,217    58,914    55,806 
Other   8,085    8,820    13,549    16,003    19,463 
Loans and advances to customers   370,204    397,404    404,138    433,222    441,485 
                          
 
Loans and advances to customers in the UK 
   2017                   2016                   2015                   2014                   2013 
As at 31 December  £m   £m   £m   £m   £m 
Financial institutions   20,055    22,214    18,530    23,728    22,101 
Manufacturing   6,234    6,816    5,735    6,274    5,411 
Construction   3,029    3,254    3,164    2,957    3,195 
Property   18,243    18,145    15,556    15,053    15,096 
Government and central bank   7,292    6,654    512    276    819 
Energy and water   2,669    2,348    1,922    2,096    1,715 
Wholesale and retail distribution and leisure   10,623    10,586    10,382    9,997    9,734 
Business and other services   16,391    16,427    16,314    13,944    13,052 
Home loans   134,820    131,945    132,324    132,864    129,703 
Cards, unsecured loans and other personal lending   30,786    31,260    30,452    28,061    30,396 
Other   6,317    6,647    6,687    8,944    8,444 
Loans and advances to customers in the UK   256,459    256,296    241,578    244,194    239,666 
                          
 
Loans and advances to customers in Europe 
   2017                   2016                   2015                   2014                   2013 
As at 31 December  £m   £m   £m   £m   £m 
Financial institutions   16,374    19,803    16,918    22,126    17,791 
Manufacturing   1,399    2,613    2,352    1,641    2,051 
Construction   80    30    68    193    625 
Property   761    1,047    796    1,175    2,652 
Government and central bank   1,635    3,545    3,415    3,759    1,583 
Energy and water   1,012    1,497    1,280    2,612    3,119 
Wholesale and retail distribution and leisure   871    944    711    1,105    1,524 
Business and other services   1,216    1,170    3,355    1,878    2,882 
Home loans   11,578    12,189    12,503    19,933    35,110 
Cards, unsecured loans and other personal lending   4,483    4,283    5,047    5,226    7,146 
Other   826    615    1,743    1,589    2,014 
Loans and advances to customers in Europe   40,235    47,736    48,188    61,237    76,497 

 

398  |Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    381


Additional information

Additional financial disclosure (unaudited)

 
Loans and advances to customers in the Americas 
                     2017                     2016                     2015                     2014                     2013 
As at 31 December  £m   £m   £m   £m   £m 
Financial institutions   33,455    45,193    39,798    49,171    49,457 
Manufacturing   1,275    2,516    1,562    1,458    1,308 
Construction   147    204    120    119    19 
Property   1,289    1,472    1,720    1,542    944 
Government and central bank   14    125    3    320    371 
Energy and water   2,004    2,720    2,914    2,487    1,496 
Wholesale and retail distribution and leisure   666    985    934    490    473 
Business and other services   3,047    3,904    3,363    3,262    2,227 
Home loans   567    595    624    770    783 
Cards, unsecured loans and other personal lending   21,486    23,700    18,140    15,666    12,936 
Other   537    878    1,350    1,775    1,301 
Loans and advances to customers in the Americas   64,487    82,292    70,528    77,060    71,315 

 
Loans and advances to customers in Africa and Middle East 
                     2017                     2016                     2015                     2014                     2013 
As at 31 December  £m   £m   £m   £m   £m 
Financial institutions   790    427    1,860    4,169    6,298 
Manufacturing   17    60    2,320    1,856    1,229 
Construction   -    2    363    403    379 
Property   153    96    1,780    1,579    2,029 
Government and central bank   239    483    613    997    1,090 
Energy and water   260    494    1,025    645    739 
Wholesale and retail distribution and leisure   219    328    1,837    1,831    1,378 
Business and other services   65    237    2,685    3,358    2,058 
Home loans   378    357    10,689    13,591    14,347 
Cards, unsecured loans and other personal lending   406    494    8,081    8,605    4,043 
Other   97    200    3,047    3,210    7,073 
Loans and advances to customers in Africa and Middle East   2,624    3,178    34,300    40,244    40,663 

 
Loans and advances to customers in Asia 
                     2017                     2016                     2015                     2014                     2013 
As at 31 December  £m   £m   £m   £m   £m 
Financial institutions   4,268    4,189    3,679    4,309    8,056 
Manufacturing   391    465    475    620    633 
Construction   32    35    83    95    27 
Property   78    96    167    195    123 
Government and central bank   254    1,222    1,399    1,775    1,136 
Energy and water   284    506    733    717    478 
Wholesale and retail distribution and leisure   301    300    170    212    179 
Business and other services   282    397    375    361    444 
Home loans   117    98    244    362    352 
Cards, unsecured loans and other personal lending   84    114    1,497    1,356    1,285 
Other   308    480    722    485    631 
Loans and advances to customers in Asia   6,399    7,902    9,544    10,487    13,344 

382    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Additional information

Additional financial disclosure (unaudited)

 

 

 

Loans and advances to customers in the Americas  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Financial institutions   49,171      49,457      43,428      46,636      45,418   
Manufacturing   1,458      1,308      1,229      1,400      922   
Construction   119      19           33      34   
Property   1,542      944      686      882      806   
Government and central bank   320      371      785      620      354   
Energy and water   2,487      1,496      1,761      2,170      2,428   
Wholesale and retail distribution and leisure   490      473      739      661      651   
Business and other services   3,262      2,227      2,368      1,605      1,211   
Home loans   770      783      480      566      214   
Cards, unsecured loans and other personal lending   15,666      12,936      12,047      9,691      8,129   
Other   1,775      1,301      1,235      1,319      1,398   
Loans and advances to customers in the Americas       77,060          71,315          64,759          65,583          61,565   

    

          
Loans and advances to customers in Africa and the Middle East  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Financial institutions   4,169      6,298      4,546      2,343      2,960   
Manufacturing   1,856      1,229      1,252      1,459      1,565   
Construction   403      379      829      444      961   
Property   1,579      2,029      3,117      3,618      4,825   
Government and central bank   997      1,090      1,368      2,796      3,271   
Energy and water   645      739      822      819      520   
Wholesale and retail distribution and leisure   1,831      1,378      1,833      2,170      1,968   
Business and other services   3,358      2,058      2,760      3,012      3,530   
Home loans   13,591      14,347      15,376      19,912      25,831   
Cards, unsecured loans and other personal lending   8,605      4,043      7,540      6,521      4,933   
Other   3,210      7,073      7,827      7,660      9,341   
Loans and advances to customers in Africa and the Middle East   40,244      40,663      47,270      50,754      59,705   

    

          
Loans and advances to customers in Asia  

 

 

 

2014 

 

  

   2013      2012      2011      2010   
As at 31 December  

 

 

 

£m

 

  

   £m     £m     £m     £m  
Financial institutions   4,309      8,056      3,236      3,889      3,494   
Manufacturing   620      633      521      578      878   
Construction   95      27      24      67      55   
Property   195      123      247      213      441   
Government and central bank   1,775      1,136           429      453   
Energy and water   717      478      393      385      488   
Wholesale and retail distribution and leisure   212      179      100      167      479   
Business and other services   361      444      638      368      441   
Home loans   362      352      273      502      321   
Cards, unsecured loans and other personal lending   1,356      1,285      1,158      815      1,344   
Other   485      631      521      594      1,081   
Loans and advances to customers in Asia   10,487      13,344      7,111      8,007      9,475   
       
Interest rate sensitivity of loans and advances                              
       2017           2016     
           Fixed ratea           Variable rate           Total           Fixed ratea           Variable rate           Total 
As at 31 December  £m   £m   £m   £m   £m   £m 
Banks   15,282    20,381    35,663    14,047    29,204    43,251 
Customers   126,009    244,195    370,204    124,995    272,409    397,404 

Notes

aFixed rate includes settlement balances and othernon-interest bearing loans.

 

 |  399Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    383


Additional information

Additional financial disclosure (unaudited)

    

    

 

Interest rate sensitivity of loans and advances

    

 

 

 

2014

 

  

           

 

 

 

2013

 

  

       
    

 

 

 

Fixed rate

 

  

     Variable rate       Total       Fixed rate       Variable rate       Total  
As at 31 December       £m      

 

 

 

£m

 

  

     £m       £m       £m       £m  
Banks     12,949        29,162        42,111        13,950        25,482        39,432   
Customers     134,086        299,136        433,222        131,732        309,753        441,485   

 

Foreign outstandings in currencies other than the local currency of the borrower for countries where this exceeds 0.75% of total Group assets

  

      

 

 

As % of

 

assets

  

 

  

     

 

 

Total

 

£m

  

 

  

     

 
 
 

 

 

Banks

and other
financial
institutions

 

£m

  

  
  
  

 

  

     
 
 

 

 

Government
and official
institutions

 

£m

  
  
  

 

  

     
 
 
 
 

 

 

Commercial
industrial
and other
private
sectors

 

£m

  
  
  
  
  

 

  

 

As at 31 December 2014

                    
United States     6.2       84,606       7,196       23,409       54,001  
Germany     1.4       19,481       8,381       8,620       2,480  
France     2.0       26,884       12,632       5,919       8,333  
Netherlands     1.1       15,080       1,437       3,279       10,364  
Cayman Islands     0.9       12,480       49       1       12,430  

 

As at 31 December 2013

                    
United States     6.3        82,471        7,656        15,997        58,818   
Germany     2.1        27,584        6,757        5,785        15,042   
France     2.9        38,350        18,038        9,422        10,890   
Netherlands     1.2        15,184        3,132        4,450        7,602   
Spain     1.0        12,622        9,111        1,068        2,443   

 

As at 31 December 2012

                    
United States     6.4        95,024        7,074        19,096        68,854   
Germany     2.5        37,304        8,845        5,286        23,173   
France     2.1        30,895        15,546        6,940        8,409   
Japan     1.4        20,370        18,533        1,815        22   
Netherlands     1.2        18,209        1,377        4,351        12,481   

 

 

Off-Balance Sheet and other Credit Exposures

    

 

 

 

2014

 

  

     2013         2012  

 

As at 31 December

    

 

 

 

  £m

 

  

     £m         £m  
Contingent liabilities     21,324        21,184          22,261   
Commitments     291,262        275,571          272,392   
Trading portfolio assets     114,717        133,069          146,352   
Financial assets designated at fair value     38,300        38,968          46,629   
Derivative financial instruments     439,909        350,300          485,140   
Available for sale financial investments     86,066        91,756          75,109   
                         

 

Notional principal amounts of credit derivatives

     2014       2013         2012  

 

As at 31 December

     £m       £m         £m  
Credit derivatives held or issued for trading purposesa     1,183,963        1,576,184          1,768,180   

 
Foreign outstandings in currencies other than the local currency of the borrower for countries where this exceeds 0.75% of total Group assets 
   As % of                       Total   

Banks

and other

financial

            institutions

   

            Government

and official

institutions

   

            Commercial

industrial

and other

private

sectors

 
    assets   £m   £m   £m   £m 
As at 31 December 2017a          
United States   12.8    137,943    10,054    10,294    117,595 
Germany   2.4    24,319    9,618    9,958    4,743 
France   4.3    41,740    26,046    4,937    10,757 
Cayman Islands   2.2    16,408    -    -    16,408 
Switzerland   1.0    11,683    547    9,442    1,694 
Netherlands   0.8    7,154    26    1,825    5,303 
Spain   0.8    7,961    5,059    1,603    1,299 
Hong Kong   0.9    9,931    465    24    9,442 
As at 31 December 2016a,b          
United States   7.9    96,802    11,749    10,149    74,904 
Germany   1.6    18,044    10,204    4,685    3,155 
France   2.9    33,098    20,584    4,182    8,332 
Cayman Islands   2.1    16,312    28    2    16,282 
Switzerland   0.8    10,168    652    7,533    1,983 
As at 31 December 2015a,b          
United States   7.0    78,117    11,648    18,422    48,047 
Germany   1.7    19,541    11,031    5,916    2,594 
France   2.1    23,227    11,089    7,694    4,444 
Netherlands   1.0    10,709    1,209    3,208    6,292 
Cayman Islands   1.0    11,388    78    1    11,309 
Switzerland   0.8    9,336    1,452    6,642    1,242 

Note

aFigures are net of short securities.
bPrior year numbers have been restated.

      
Off-Balance Sheet and other Credit Exposures                     
                         2017                            2016                            2015 
As at 31 December        £m   £m   £m 
Off-balance sheet exposures        
Contingent liabilities     19,012    19,939    20,621 
Commitments     315,573    303,686    282,307 
On-balance sheet exposures        
Trading portfolio assets     113,760    80,240    77,348 
Financial assets designated at fair value     116,281    78,608    76,830 
Derivative financial instruments     237,669    346,626    327,709 
Financial investments       58,916    63,318    90,267 

384    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional information

Additional financial disclosure (unaudited)

      
Notional principal amounts of credit derivatives                         
      
                   2017                           2016                           2015 
As at 31 December  £m        £m        £m 
Credit derivatives held or issued for trading purposesa   715,001         947,800         948,646 

Note

aIncludes credit derivatives held as economic hedges which are not designated as hedges for accounting purposes.

Additional Related Parties disclosures

For US disclosure purposes, the aggregate emoluments of all Directors and Officers of Barclays PLC who held office during the year (2014: 33(2017: 30 persons, 2013: 372016: 32 persons, 2012: 282015: 32 persons) for the year ended 31st December 20142017 amounted to £56.9m (2013: £70.0m, 2012: £70.6m)£88.7m (2016: £71.0m, 2015: £52.2m). In addition, the aggregate amount set aside for the year ended 31st December 2014,2017, to provide pension benefits for the Directors and Officers amounted to £0.3m (2013: £0.6m, 2012: £0.4m)£0.1m (2016:£ 0.2m 2015: £0.3m).

Note

a Includes credit derivatives held as economic hedges which are not designated as hedges for accounting purposes.

 
Ratio of earnings to fixed charges – Barclays Plc 
                   2017              2016              2015              2014              2013 
    (In £m except for ratios) 
Fixed charges      
Interest expense   3,786   4,004   3,345   4,108   4,904 
Rental expense   138   208   157   207   221 
Total Fixed charges   3,924   4,212   3,502   4,315   5,125 
Earnings      
Income before taxes andnon-controlling interests   3,541   3,230   1,146   1,313   1,879 
Less: unremittedpre-tax income of associated companies and joint ventures   (68  (53  (26  (34  102 
Total earnings excluding fixed charges   3,473   3,177   1,120   1,279   1,981 
Fixed charges   3,924   4,212   3,502   4,315   5,125 
Total earnings including fixed charges   7,397   7,389   4,622   5,594   7,106 
Ratio of earnings to fixed charges   1.89   1.75   1.32   1.30   1.39 
                      
 
Ratio of earnings to fixed charges and preference shares – Barclays Plc 
           2017            2016            2015            2014            2013 
    (In £m except for ratios) 
Fixed charges, preference share dividends and similar appropriations      
Interest expense   3,786   4,004   3,345   4,108   4,904 
Rental expense   138   208   157   207   221 
Fixed charges   3,924   4,212   3,502   4,315   5,125 
Preference share dividends and similar appropriations   245   343   345   443   412 
Total fixed charges   4,169   4,555   3,847   4,758   5,537 
Earnings      
Income before taxes andnon-controlling interests   3,541   3,230   1,146   1,313   1,879 
Less: unremittedpre-tax income of associated companies and joint ventures   (68  (53  (26  (34  102 
Total earnings excluding fixed charges   3,473   3,177   1,120   1,279   1,981 
Fixed charges   4,169   4,555   3,847   4,758   5,537 
Total earnings including fixed charges   7,642   7,732   4,967   6,037   7,518 
Ratio of earnings to fixed charges, preference share dividends and similar appropriations   1.83   1.70   1.29   1.27   1.36 

 

400  | Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    385


Additional information

Additional financial disclosure

 

Selected financial statistics

 2014    2013    2012    2011    2010   
 

 

 

 

%

 

  

 %   %   %   %  
Return on average shareholders’ equitya   0.8      1.6      (0.5)     5.6      6.6   
Return on average total assetsb        0.1          0.2     0.3  
Average shareholders’ equity as a percentage of average total assets   4.8      4.5      4.2      3.9      4.1   

    

          
   

 

 

 

2014 

 

  

   2013      2012      2011      2010   

 

Selected income statement data

       £m     £m     £m     £m     £m  
Continuing operations:          
Interest income   17,369      18,315      19,211      20,589      20,035   
Interest expense   (5,231)     (6,662)     (7,561)     (8,393)     (7,517)  
Non-interest income   13,677      16,810      13,807      20,927      19,696   
Operating expenses   (20,423)     (21,974)     (21,007)     (20,881)     (20,033)  
Impairment charges   (2,168)     (3,071)     (3,340)     (5,602)     (5,672)  
Share of post-tax results of associates and joint ventures   36      (56)     110      60      58   
Profit/(loss) on disposal of subsidiaries, associates and joint ventures   (471)          28      (94)     81   
Gain on acquisitions        26                129   
Profit before tax   2,309      2,885      650      5,865      6,013   
Profit attributable to equity holders of the Parent   528      963      (306)     3,533      4,122   

    

          
   

 

 

 

2014 

 

  

   2013      2012      2011      2010   

 

Selected balance sheet data

       £m     £m     £m     £m     £m  
Total shareholders’ equity   63,794      63,220      59,923      63,933      60,619   
Subordinated liabilities   21,685      22,249      24,422      24,870      28,499   
Deposits from banks, customer accounts and debt securities in issue   572,357      574,340      587,787      592,460      586,666   
Loans and advances to banks and customers   470,424      474,059      472,809      485,277      472,793   
Total assets   1,358,693      1,344,201      1,512,777      1,588,555      1,523,736   

Ratio of earnings to fixed charges – Barclays Plc                    

 

 

 

 

 

2014

 

  

 2013   2012   2011   2010    

 

 

 

 

 

(In £m except for ratios)

 

  

 

 
Fixed charges:                    
Interest expense     5,283       6,715       7,557       8,388       7,512    
Rental expense     261       254       251       268       254    

 

 
Total Fixed charges     5,544       6,969       7,808       8,656       7,766    

 

 
Earnings:                    
Income before taxes and non-controlling interests     2,256       2,868       797       5,770       5,999    
Less: unremitted pre-tax income of associated companies and joint ventures     (45     95        (113     (47     (49)   

 

 
Total earnings excluding fixed charges     2,211       2,963       684       5,723       5,950    
Fixed charges     5,544       6,969        7,808        8,656        7,766     

 

 
Total earnings including fixed charges     7,755       9,932       8,492       14,379       13,716    

 

 
Ratio of earnings to fixed charges     1.40       1.43       1.09       1.66       1.77    

 

 

Notes

a  Return on average shareholders’ equity represents profit attributable to the equity holders of the parent as a percentage of average shareholders’ equity.

b  Return on average total assets represents profit attributable to the equity holders of the parent as a percentage of average total assets

| ��401


Additional information

Additional financial disclosure

Ratio of earnings to combined fixed charges and preference dividends – Barclays Plc

               
 

 

 

 

2014

 

  

 2013   2012   2011   2010  
 

 

 

 

(In £m except for ratios)

 

  

Fixed charges, preference share dividends and similar appropriations:                    
Interest expense     5,283       6,715       7,557       8,388       7,512  
Rental expense     261       254       251       268       254  
Fixed charges     5,544       6,969       7,808       8,656       7,766  
Preference share dividends and similar appropriations     443       412       466       514       594  
Total fixed charges     5,987       7,381       8,274       9,170       8,360  
Earnings:                    
Income before taxes and non-controlling interests     2,256       2,868       797       5,770       5,999  
Less: unremitted pre-tax income of associated companies and joint ventures     (45     95        (113     (47     (49
Total earnings excluding fixed charges     2,211       2,963       684       5,723       5,950  
Fixed charges     5,987       7,381       8,274       9,170       8,360  
Total earnings including fixed charges     8,198       10,344       8,958       14,893       14,310  
Ratio of earnings to fixed charges, preference share dividends and similar appropriations     1.37       1.40       1.08       1.62       1.71  

402  |


Barclays Bank PLC

Independent Registered Public Accounting Firm’s Report of independent registered public accounting firm

Report of Independent Registered Public Accounting Firm

To the shareholders and board of directors

Barclays Bank PLC:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Barclays Bank PLC and subsidiaries (the “Company”) as of 31 December 2017, the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for the year then ended, and the related notes and specific disclosures described in the financial statements as being part of the consolidated financial statements (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2017, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2017.

London, United Kingdom

21 February 2018

386    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Independent Registered Public Accounting Firm’s Report

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Barclays Bank PLC

In our opinion, the accompanying consolidated balance sheetssheet as of December 31, 2016 and the related consolidated income statements, statements of income, comprehensive income, consolidated statements of changes in equity and consolidated cash flow statementsflows for each of the two years in the period ended December 31, 2016, present fairly, in all material respects, the financial position of Barclays Bank PLC (“the Bank”(the “Bank”) and its subsidiaries as at December 31 December 2014 and 31 December 2013,2016, and the results of their operations and their cash flows for each of the threetwo years in the period ended December 31, December 20142016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Notes 1 and 44 to the consolidated financial statements, the Bank changed the manner in which it offsets certain financial instruments in 2014.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

2 March 201522 February 2017

Note that the report set out above is included for the purposes of Barclays Bank PLC’s Annual Report on Form20-F for 2017 only and does not form part of Barclays Bank PLC’s Annual Report and Accounts for 2017.

 

|  403


Barclays PLC and Barclays Bank PLC data2017 Annual Report on Form 20-F    387


Barclays Bank PLC

 

405[•••] Consolidated income statement

406[•••] Consolidated statement of comprehensive income

407[•••] Consolidated balance sheet

408[•••] Consolidated statement of changes in equity

410[•••] Consolidated cash flow statement

411[•••] Notes to the accounts

420[•••] Financial data

Barclays Bank PLC is a public limited company, registered in England under company number 1026167. The bank was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and on the 4 October 1971 was registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on 1 January 1985 the Bank was registered as a public limited company and its name was changed from Barclays Bank International Limited to Barclays Bank PLC.

All of the issued ordinary share capital of Barclays Bank PLC is owned by Barclays PLC.

Barclays approach to disclosures

The Group aims to continually enhance its disclosures and their usefulness to the readers of the financial statements in the light of developing market practice and areas of focus. Consequently Barclays disclosures go beyond the minimum standards required by accounting standards and other regulatory requirements.

Barclays continue to support the recommendations and guidance made by the Enhanced Disclosure Taskforce (EDTF). The EDTF was formed by the Financial Stability Board with a remit to broaden and deepen the risk disclosures of global banks in a number of areas, including liquidity and funding, credit risk and market risk. Barclays has adopted the recommendations across the Annual Report and Pillar 3 report.

In line with the Financial Reporting Council’s guidance on Clear and Concise reporting, Barclays has focused reporting on material items and sought to reorganise information to aid users understanding.

It is Barclays view that best in class disclosures will continue to evolve in light of ongoing market and stakeholder engagement with the banking sector. Barclays are committed to engaging with a published Code for Financial Reporting Disclosure (the Code). The Code sets out five disclosure principles together with supporting guidance which states that UK banks will:

Provide high quality, meaningful and decision-useful disclosures;
Review and enhance their financial instrument disclosures for key areas of interest;
Assess the applicability and relevance of good practice recommendations to their disclosures acknowledging the importance of such guidance;
Seek to enhance the comparability of financial statement disclosures across the UK banking sector; and
Clearly differentiate in their annual reports between information that is audited and information that is unaudited.

British Bankers’ Association (BBA) Code for Financial Reporting Disclosure

Barclays has adopted the BBA Code for Financial Reporting Disclosure and has prepared the 2017 Annual Report and Accounts in compliance with the Code.

Statutory Accounts

The consolidated accounts of Barclays PLC and its subsidiaries are set out on pages 188 to 271 along with the accounts of Barclays PLC itself on pages 193 to 194. The accounting policies on pages 195 to 200 and the Notes commencing on page 201 apply equally to both sets of accounts unless otherwise stated.

The financial statements have been prepared on going concern basis, in accordance with The Companies Act 2006 as applicable to companies using IFRS.

Capital RequirementsCountry-by Country Reporting

HM Treasury has transposed the requirements set out under CRD IV and issued the Capital RequirementsCountry-by-Country Reporting Regulations 2013. The legislation requires Barclays PLC to publish additional information in respect of the year ended 31 December 2017. This information is available on the Barclays’s website:barclays.com/citizenship/reports-and-publications/country-snapshot.html

388    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays Bank PLC

Barclays Bank PLC is a wholly owned subsidiary of Barclays PLC, which is the Group’s ultimate parent company. The business activities of Barclays Bank PLC Group and Barclays PLC Group are fundamentally the same asexcept for the only difference isfollowing differences: the holding company, Barclays PLC. Reporting differences betweenPLC, certain hedging activity and following a restructure in November 2016, the Group Service Company transferring from Barclays Bank PLC to Barclays PLC.

Differences between Barclays PLC and Barclays Bank PLC are driven byresults can be summarised as follows:

Balance Sheet Asset size – Barclays PLC £1,133,248m, Barclays Bank PLC £1,129,343m
Income Statement Profit before tax – Barclays PLC £3,541m, Barclays Bank PLC £3,166m

The differences occur primarily due to the holding company and resultingfollowing reasons:

Funding structures

Cash flow hedging

Group Service Company

More detail regarding the main differences in funding structures. The significant differences areis described on the page below.

 

Instrument Type

   Barclays PLC       Barclays Bank PLC    Primary reason for difference
   

 

 

 

£m

 

  

     £m     

Preference shares

   -       5,846    Preference shares and capital notes issued by Barclays Bank PLC are included within share capital in Barclays Bank PLC, and presented as non-controlling interests in the financial statements of Barclays PLC Group.

Other shareholders’ equity

 

   

 

-

 

  

 

     

 

485

 

  

 

  

Non-controlling interests (NCI)

 

   

 

6,391

 

  

 

     

 

2,251

 

  

 

   

Treasury shares

   (84)       -    

Barclays PLC shares held for the purposes of employee share schemes and for trading are recognised as available for sale investments and trading portfolio assets respectively within Barclays Bank PLC. Barclays PLC deducts these treasury shares from shareholders’ equity.

 

Capital Redemption Reserve (CRR)

   394       24    Arising from the redemption or exchange of Barclays PLC or Barclays Bank PLC shares respectively.
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    389


Barclays Bank PLC

Funding structures

Instrument type  

 

Barclays PLC

 

£m

  

 

            Barclays Bank PLC

 

£m

 
 Preference shares   -   5,827 
 Other shareholders’ equity   -   272 
 Non-controlling interests (NCI)   2,111   1 

 

Preference shares and capital notes issued by Barclays Bank PLC are included within share capital in Barclays Bank PLC, and where still outstanding are presented asnon-controlling interests in the financial statements of Barclays PLC Group.

 

 

Instrument type  

 

Barclays PLC

 

£m

  

            Barclays Bank PLC

 

£m

 
 Treasury shares   (28   

Barclays PLC shares held for the purposes of employee share schemes and for trading are recognised as available for sale investments and trading portfolio assets respectively within Barclays Bank PLC. Barclays PLC deducts these treasury shares from shareholders’ equity.

Instrument type  

 

Barclays PLC

 

£m

   

 

            Barclays Bank PLC

 

£m

 
 Capital Redemption Reserve (CRR)   394    51 

Arising from the redemption or exchange of Barclays PLC or Barclays Bank PLC shares respectively.

Instrument type  

 

Barclays PLC

 

£m

  

 

            Barclays Bank PLC

 

£m

 
 Derivative financial instruments   237,669   237,987 
 Loans and advances to banks   35,663   36,209 
 Subordinated liabilities   (23,826  (24,193

Barclays Bank PLC Preference Share Exchange and Repurchase

During Q2 2014 Barclays Bank PLC preference shares with a total book value of £1.5bn were repurchased by Barclays Bank PLC as part of an overall exchange of those preference shares (together with subordinated debt instruments with a nominal value of £0.6bn), for three issuances of Barclays PLC Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, with principal amounts of $1.2bn,1.1bn and £0.7bn. Upon completion of the exercise, Barclays Bank PLC repurchased the preference shares for cash, funded from retained earnings, at a fair value of £1.7bn. In accordance with capital maintenance ruleshas in the Companies Act 2006, a Capital Redemption Reserve (CRR) of £16m equal to the preference share capital nominal translated at current exchange rates was established in Barclays Bank PLC. As the preference shares are presented as NCI in the financial statements of Barclays PLC, the exchange resulted in a reduction in NCI for Barclays PLC.

Barclays Bank PLC Preference Share Redemption

During Q4 2014 Barclays Bank PLC preference shares with a total book value of £0.7bn were redeemed on their first call date. The cash redemption of the preference shares by Barclays Bank PLC at a fair value of £0.8bn was funded from retained earnings. In accordance with capital maintenance rules in the Companies Act 2006, a Capital Redemption Reserve (CRR) of £8m equal to the preference share capital nominal translated at current exchange rates was established in Barclays Bank PLC. As the preference shares are presented as NCI in the financial statements of Barclays PLC, the exchange resulted in a reduction in NCI for Barclays PLC.

Barclays Bank PLC Contingent Capital Notes (CCNs)

The Group issuedissue two series of contingent capital notes (CCNs). These were both issued by Barclays Bank PLC and pay interest and principal to the holder unless the consolidated CRD IV CET 1CET1 ratio (FSA October 2012 transitional statement) of Barclays PLC falls below 7%, in which case they are cancelled from the consolidated perspective. The coupon payable on the CCNs is higher than a market rate of interest for a similar note without this risk.

The accounting for these instruments differs between the consolidated financial statements of Barclays PLC and Barclays Bank PLC as follows:

In the case of the 7.675% CCN issuance, the cancellation is effected by an automatic legal transfer from the holder to Barclays PLC. In these circumstances, Barclays Bank PLC remains liable to Barclays PLC. Barclays Bank PLC does not benefit from the cancellation feature although it pays a higher than market rate for a similar note, and therefore the initial fair value of the note recognised was higher than par. The difference between fair value and par is amortised to the income statement over time.

In the case of the 7.75% CCN issuance, the cancellation is directly effected in Barclays Bank PLC. For Barclays Bank PLC, the cancellation feature is separately valued from the host liability as an embedded derivative with changes in fair value reported in the income statement. The initial fair value of the host liability recognised was higher than par by the amount of the initial fair value of the derivative and the difference is amortised to the income statement over time.
In the case of the 7.625% CCN issuance, the cancellation is effected by an automatic legal transfer of title from the holder to Barclays PLC. In these circumstances, Barclays Bank PLC remains liable to Barclays PLC. Barclays Bank PLC does not benefit from the cancellation feature although it pays a higher than market rate for a similar note, and therefore the initial fair value of the note recognised was higher than par. The difference between fair value and par is amortised to the income statement over time.
In the case of the 7.75% CCN issuance, the cancellation is directly effected in Barclays Bank PLC. For Barclays Bank PLC, the cancellation feature is separately valued from the host liability as an embedded derivative with changes in fair value reported in the income statement. The initial fair value of the host liability recognised was higher than par by the amount of the initial fair value of the derivative and the difference is amortised to the income statement over time.

 

404  |390    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Barclays Bank PLC data

Cash flow hedging

Instrument type  

 

Barclays PLC

 

£m

  

 

            Barclays Bank PLC

 

£m

 
 Income Statement   
 Net interest income   9,845   9,748 
 Tax   (2,240  (2,125
 Equity   
 Cash flow hedging reserve   1,161   184 

Barclays PLC cash flow hedging reserve is larger than Barclays Bank PLC, as Barclays Bank PLC is no longer exposed to the same variable rate cash flows. This is as a direct result of anticipated bank ring fencing and transfer of assets to an entity which is not expected to be consolidated by Barclays Bank PLC (although is expected to be consolidated by Barclays PLC). There is also a difference in the income statement due to variance in income and tax due to cash flow hedging not included in Barclays Bank PLC.

Group Service Company

The ownership of the Group service company was transferred in November 2016 contributing to the following key differences between Barclays PLC and Barclays Bank PLC.

Instrument type  

 

Barclays PLC

 

£m

  

 

            Barclays Bank PLC

 

£m

 
 Staff Costs   (8,560  (6,445
 Infrastructure costs   (2,949  (2,068
 Administration and general expenses   (3,247  (6,476

Employees within the Group Service Company were reallocated from Barclays Bank PLC as part of the restructure. Therefore these staff costs are only shown in Barclays PLC. The Group Service Company recharges costs to Barclays Bank PLC leading to higher expenses. These are eliminated on consolidation in Barclays PLC.

Instrument type  

 

Barclays PLC

 

£m

  

 

            Barclays Bank PLC

 

£m

 
 Goodwill and intangibles   7,849   4,885 
 Property, plant and equipment   2,572   1,519 
 Customer accounts   (429,121  (429,426
 Debt securities in issues   (73,314  (69,386
 Provisions   (3,543  (3,302

The difference is driven by Group Service Company balances reflected in Barclays PLC only, or in the case of customer accounts, intercompany balances between the Group Service Company and Barclays Bank PLC, which eliminate on consolidation in Barclays PLC.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    391


Barclays Bank PLC data

Consolidated income statement

 

For the year ended 31 December Notes   2014    2013    2012      Notes   

 

                     2017

 

£m

   

 

                     2016

 

£m

   

 

                     2015

 

£m

 

 

 

 

    £m

 

  

 £m   £m  
Continuing operations                      
Interest income   a       17,369        18,315        19,211      a    13,631    14,423    13,947 
Interest expense   a       (5,231)       (6,662)       (7,561)     a    (3,883)    (2,966)    (2,584) 
Net interest income        12,138        11,653        11,650         9,748    11,457    11,363 
Fee and commission income   b       9,850        10,500        10,213      b    8,775    8,625    8,494 
Fee and commission expense   b       (1,662)       (1,748)       (1,677)     b    (1,901)    (1,789)    (1,611) 
Net fee and commission income        8,188        8,752        8,536         6,874    6,836    6,883 
Net trading income   c       3,310        6,548        3,350      c    3,387    2,795    3,430 
Net investment income   d       1,328        680        690      d    859    1,324    1,097 
Net premiums from insurance contracts       669        732        896   
Other income        182        98        335         69    57    35 
Total income        25,815        28,463        25,457        20,937    22,469    22,808 
Net claims and benefits incurred on insurance contracts        (480)       (509)       (600)  
Total income net of insurance claims       25,335        27,954        24,857   
Credit impairment charges and other credit provisions          (2,168)       (3,071)       (3,340)     7    (2,336)    (2,373)    (1,762) 
Net operating income        23,167        24,883        21,517         18,601    20,096    21,046 
Staff costs          (11,005)       (12,155)       (11,467)     8    (6,445)    (9,211)    (8,853) 
Infrastructure costs   e       (3,443)       (3,531)       (3,399)     e    (2,068)    (2,937)    (2,691) 
Administration and general expenses   e       (3,615)       (4,288)       (3,691)     e    (6,476)    (3,200)    (2,983) 
Provision for PPI redress   27        (1,270)       (1,350)       (1,600)  
Provision for interest rate hedging products redress   27        160        (650)       (850)  
Provision relating to foreign exchange   27        (1,250)                
Provisions for UK customer redress   27    (700)    (1,000)    (2,772) 
Provision for ongoing investigations and litigation including Foreign Exchange   27    -    -    (1,237) 
Operating expenses        (20,423)       (21,974)       (21,007)        (15,689)    (16,348)    (18,536) 
Share of post-tax results of associates and joint ventures       36        (56)       110        70    70    41 
(Loss)/profit on disposal of subsidiaries, associates and joint ventures          (471)              28   
Gain on acquisitions               26          
Profit before tax from continuing operations       2,309        2,885        650   
Taxation   f       (1,455)       (1,577)       (617)  
Profit after tax        854        1,308        33   
Profit/(loss) on disposal of subsidiaries, associates and joint ventures   9    184    565    (637) 
Profit before tax     3,166    4,383    1,914 
Tax   f    (2,125)    (1,245)    (1,302) 
Profit after tax from continuing operations     1,041    3,138    612 
(Loss)/profit after tax from discontinued operations      (2,195)    591    626 
(Loss)/profit after tax      (1,154)    3,729    1,238 
Attributable to:                      
Equity holders of the Parent       528        963        (306)  
Non-controlling interests   n       326        345        339   
Profit after tax        854        1,308        33   
Equity holders of the parent     (1,937)    2,867    566 
Other equity holders   l    639    457    345 
Total equity holders of the parent     (1,298)    3,324    911 
Non-controlling interests in respect of continuing operations     4    3    3 
Non-controlling interests in respect of discontinued operations      140    402    324 
(Loss)/profit after tax      (1,154)    3,729    1,238 

The note numbers refer to the notes on pages 224195 to 304,271, whereas the note letters refer to Barclays Bank PLC supplementary notes on pages 411400 to 421.408.

Where there are differences between Barclays PLC and Barclays Bank PLC, these are set out on pages 390 and 391. Barclays Bank PLC supplementary notes provided on pages 411 to 421 cover the line items where there is a difference to Barclays PLC.provide additional detail.

 

392    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays Bank PLC data

Consolidated statement of comprehensive income

For the year ended 31 December  

 

                     2017

 

£m

   

 

                     2016

 

£m

   

 

                     2015

 

£m

 
(Loss)/profit after tax   (1,154)    3,729    1,238 
Profit after tax in respect of continuing operations   1,041    3,138    612 
(Loss)/profit after tax in respect of discontinued operations   (2,195)    591    626 
Other comprehensive (loss)/income that may be recycled to profit or loss from continuing operations:      
Currency translation reservea      
- Currency translation differences   (1,310)    3,027    748 
Available for sale reservea      
- Net gains from changes in fair value   404    2,178    60 
- Net (gains) transferred to net profit on disposal   (294)    (912)    (377) 
- Net losses transferred to net profit due to impairment   3    20    17 
- Net losses/(gains) transferred to net profit due to fair value hedging   283    (1,677)    (148) 
- Changes in insurance liabilities   60    53    86 
- Tax   (27)    (18)    132 
Cash flow hedging reservea      
- Net (losses)/gains from changes in fair value   (428)    689    (990) 
- Net (gains) transferred to net profit   (602)    (431)    (276) 
- Tax   256    (59)    221 
Other   (7)    47    19 
Other comprehensive (loss)/income that may be recycled to profit and loss from continuing operations   (1,662)    2,917    (508) 
Other comprehensive income/ (loss) not recycled to profit and loss from continuing operations:               
Retirement benefit remeasurements   115    (1,309)    1,179 
Own credit   (7)    -    - 
Tax   (66)    329    (260) 
Other comprehensive income/(loss) not recycled to profit or loss from continuing operations   42    (980)    919 
                
Other comprehensive (loss)/ income for the year from continuing operations   (1,620)    1,937    411 
                
Other comprehensive income for the year from discontinued operations   1,301    1,520    (1,346) 
Total comprehensive (loss)/income for the year, net of tax from continuing operations   (579)    5,075    1,023 
Total comprehensive (loss)/income for the year, net of tax from discontinued operations   (894)    2,111    (720) 
Total comprehensive (loss)/income for the year   (1,473)    7,186    303 
Attributable to:      
Equity holders of the parent   (1,585)    5,947    457 
Non-controlling interests   112    1,239    (154) 
    (1,473)    7,186    303 

Notes

aFor further details refer to Note m.

 |  405
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    393


Barclays Bank PLC data

Consolidated statement of comprehensive incomebalance sheet

 

For the year ended 31 December 2014    2013    2012    

 

 

 

£m

 

  

 £m   £m   
Profit after tax     854        1,308        33    
Other comprehensive income/(loss) for continuing operations:            
Currency translation reservea            
- Currency translation differences     486        (1,767)       (1,548)   
Available for sale reservea            
- Net gains/(losses) from changes in fair value     5,346        (2,730)       1,237    
- Net gains transferred to net profit on disposal     (619)       (145)       (549)   
- Net (gains)/losses transferred to net profit due to impairment     (31)       (7)       40    
- Net (gains)/losses transferred to net profit due to fair value hedging     (4,074)       2,376        474    
- Changes in insurance liabilities     (94)       28        (150)   
- Tax     (102)       100        (352)   
Cash flow hedging reservea            
- Net gains/(losses) from changes in fair value     2,687        (1,914)       1,499    
- Net gains transferred to net profit     (767)       (547)       (695)   
- Tax     (380)       571        (142)   
Other     (19)       (37)       96    
Total comprehensive income/(loss) that may be recycled to profit and loss     2,433        (4,072)       (90)   
Other comprehensive income/(loss) not recycled to profit and loss:                     
Retirement benefit remeasurements     268        (512)       (1,553)   
Deferred tax     (63)       (3)       318    

Other comprehensive income/(loss) for the year

 

     

 

2,638 

 

  

 

     

 

(4,587)

 

  

 

     

 

(1,325) 

 

  

 

Total comprehensive income/(loss) for the year     3,492        (3,279)       (1,292)   
Attributable to:            
Equity holders of the Parent     3,245        (2,979)       (1,422)   
Non-controlling interests     247        (300)       130    
      3,492        (3,279)       (1,292)   

Note

a    For further details refer to Note m.

406  |


Barclays Bank PLC data

Consolidated balance sheet

As at

 Notes   
 

 

31 December
2014

£m

  
  

  

 
 

 

31 December
2013a

£m

  
  

  

 
 
1 January 2013
£m
  
  
As at 31 December  Notes   

 

                     2017

 

£m

   

 

                     2016

 

£m

   

 

                     2015

 

£m

 
Assets                
Cash and balances at central banks     39,695      45,687      86,191        171,036    102,328    49,711 
Items in the course of collection from other banks     1,210      1,282      1,473        2,153    1,467    1,011 
Trading portfolio assets   g     114,755      133,089      146,352      g    113,755    80,255    77,398 
Financial assets designated at fair value   14     38,300      38,968      46,629      14    116,282    78,608    76,830 
Derivative financial instruments   j     440,076      350,460      485,140      j    237,987    346,820    327,870 
Available for sale investments   h     86,105      91,788      75,133   
Financial investments   h    58,963    63,365    90,304 
Loans and advances to banks   i     42,657      39,822      42,208      i    36,209    43,634    41,829 
Loans and advances to customers   i     427,767      434,237      430,601      i    365,553    392,783    399,217 
Reverse repurchase agreements and other similar secured lending   22     131,753      186,779      176,522      22    12,546    13,454    28,187 
Prepayments, accrued income and other assets     3,604      3,919      4,077        1,850    4,011    3,027 
Investments in associates and joint ventures   38     711      653      633      38    718    684    573 
Property, plant and equipment   23     3,786      4,216      5,754      22    1,519    2,466    3,468 
Goodwill and intangible assets   24     8,180      7,685      7,915      23    4,885    7,348    8,222 
Current tax assets   f     334      181      252      f    376    501    385 
Deferred tax assets   10     4,130      4,807      3,559      10    3,352    4,763    4,495 
Retirement benefit assets   35     56      133      53      35    966    14    836 
Non-current assets classified as held for disposal   45     15,574      495      285   
Assets included in disposal groups classified as held for sale   43    1,193    71,454    7,364 
Total assets      1,358,693      1,344,201      1,512,777         1,129,343    1,213,955    1,120,727 

Liabilities

                
Deposits from banks     58,390      55,615      77,345        37,906    48,214    47,080 
Items in the course of collection due to other banks     1,177      1,359      1,587        446    636    1,013 
Customer accounts     427,868      432,032      390,917        429,426    424,703    418,307 
Repurchase agreements and other similar secured borrowing   22     124,479      196,748      217,178      22    40,338    19,760    25,035 
Trading portfolio liabilities   13     45,124      53,464      44,794      13    37,352    34,687    33,967 
Financial liabilities designated at fair value   17     56,972      64,796      78,561      17    173,718    96,032    91,745 
Derivative financial instruments   j     439,320      347,118      480,987      j    238,345    340,487    324,252 
Debt securities in issue     86,099      86,693      119,525        69,386    75,369    69,150 
Subordinated liabilities   30     21,685      22,249      24,422      30    24,193    23,871    21,955 
Accruals, deferred income and other liabilities   26     11,432      13,673      12,532      26    8,416    8,951    10,612 
Provisions   27     4,135      3,886      2,766      27    3,302    3,909    4,142 
Current tax liabilities   f     1,023      1,042      617      f    494    708    930 
Deferred tax liabilities     255      348      341        -    4    100 
Retirement benefit liabilities   35     1,574      1,958      1,282      35    287    377    423 
Liabilities included in disposal groups classified as held for sale   45     13,115                43    -    65,292    5,997 
Total liabilities      1,292,648      1,280,981      1,452,854         1,063,609    1,143,000    1,054,708 
Equity        
Called up share capital and share premium   31    14,453    14,462    14,472 
Other equity instruments   31    8,982    6,486    5,350 
Other reserves   32    3,808    4,295    933 
Retained earnings      38,490    42,190    43,350 
Total equity excludingnon-controlling interests     65,733    67,433    64,105 
Non-controlling interests   n    1    3,522    1,914 

Total equity

              65,734    70,955    66,019 
Called up share capital and share premium   31     14,472      14,494      14,494   
Other equity instruments   31     4,350      2,078        
Other reserves   32     2,322      (233)      3,329   
Retained earnings      42,650      44,670      39,244   
Total equity excluding non-controlling interests     63,794      61,009      57,067   
Non-controlling interests   n     2,251      2,211      2,856   
Total equity      66,045      63,220      59,923   
Total liabilities and equity      1,358,693      1,344,201      1,512,777         1,129,343    1,213,955    1,120,727 

The note numbers refer to the notes on pages 224195 to 304,271, whereas the note letters refer to Barclays Bank PLC supplementary notethose on pages 411400 to 421.408.

These financial statements have been approved for issue by the Board of Directors on 2 March 2015.21 February 2018.

Notes

a    The prior year has been restated to reflect the adaptation of IAS 32 revised standard.

 

394    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays Bank PLC data

Consolidated statement of changes in equity

   

 

Called up

share

capital

and

share

premiuma

 

£m

 

 

 

 

 

 

 

 

  

 

Other equity

instrumentsa

 

£m

 

 

 

 

  

 

Available

for sale

reserveb

 

£m

 

 

 

 

 

  

 

Cash

flow

hedging

reserveb

 

£m

 

 

 

 

 

 

  

 

Currency

translation

reserveb

 

£m

 

 

 

 

 

  


 

Other
reserves and
other

shareholders’

equitya, b

 

£m

 
 
 

 

 

 

 

  

 

Own
credit
reserveb

 

£m

 
 
 

 

 

  

 

Retained

earnings

 

£m

 

 

 

 

  




 

Total
equity
excluding
non-

controlling
interests

 

£m

 
 
 
 

 
 

 

 

  

 

Non-

controlling

interests

 

£m

 

 

 

 

 

  

 

Total

equity

 

£m

 

 

 

 

Balance as at 31 December 2016  14,462   6,486   (22  954   3,054   309   -   42,190   67,433   3,522   70,955 
Effects of change in accounting policies  -   -   -   -   -   -   (175  175   -   -   - 
Balance at 1 January 2017  14,462   6,486   (22  954   3,054   309   (175  42,365   67,433   3,522   70,955 
Profit after tax  -   639   -   -   -   -   -   398   1,037   4   1,041 
Currency translation movements  -   -   -   -   (1,309  -   -   -   (1,309  (1  (1,310
Available for sale investments  -   -   429   -   -   -   -   -   429   -   429 
Cash flow hedges  -   -   -   (774  -   -   -   -   (774  -   (774
Pension remeasurement  -   -   -   -   -   -   -   53   53   -   53 
Own credit reserve  -   -   -   -   -   -   (11  -   (11  -   (11
Other  -   -   -   -   -   -   -   (7  (7  -   (7
Total comprehensive income net of tax from continuing operations  -   639   429   (774  (1,309  -   (11  444   (582  3   (579
Total comprehensive income net of tax from discontinued operations  -   -   (11  4   1,339   -   -   (2,335  (1,003  109   (894
Total comprehensive income for the year  -   639   418   (770  30   -   (11  (1,891  (1,585  112   (1,473
Issue and exchange of other equity instruments  -   2,496   -   -   -   -   -   -   2,496   -   2,496 
Other equity instruments coupons paid  -   (639  -   -   -   -   -   174   (465  -   (465
Redemption of preference shares  (9  -   -   -   -   14   -   (1,343  (1,338  -   (1,338
Equity settled share schemes  -   -   -   -   -   -   -   550   550   -   550 
Vesting of Barclays PLC shares under employee share-based payment schemes  -   -   -   -   -   -   -   (78  (78  -   (78
Dividends on ordinary shares  -   -   -   -   -   -   -   (674  (674  (173  (847
Dividends on preference shares and other shareholders equity  -   -   -   -   -   -   -   (242  (242  -   (242
Net equity impact of BAGL disposal  -   -   -   -   -   -   -   (359  (359  (3,462  (3,821
Other reserve movements  -   -   -   -   -   -   7   (12  (5  2   (3
Balance at 31st December 2017  14,453   8,982   396   184   3,084   323   (179  38,490   65,733   1   65,734 

 |  407


Barclays PLC and Barclays Bank PLC data

Consolidated statement of changes in equity

2017 Annual Report on Form 20-F    395


Barclays Bank PLC data

Consolidated statement of changes in equity

 

  

 

 

 

 

 

Called up

share

capital

and share

premiuma

£m

  

  

  

  

  

  

 

 

 
 

Other

equity

instrumentsa
£m

  

  

  
  

 

 

 

 

Available

for sale

reserveb

£m

  

  

  

  

 

 

 

 

 

Cash

flow

hedging

reserveb

£m

  

  

  

  

  

 

 
 

 

Currency

translation
reserveb

£m

  

  
  

  

 

 

 

 

 

 

Other

reserves

and other

shareholders’

equitya

£m

  

  

  

  

  

  

 

 

 

Retained

earnings

£m

  

  

  

 

 

Total

£m

  

  

 

 

 

 

Non-

controlling

Interests

£m

  

  

  

  

 

 

 

Total  

equity  

£m  

  

  

  

Balance as at 1 January 2014   14,494      2,078      151      273      (1,142)     485      44,670      61,009      2,211      63,220    
Profit after tax        250                          278      528      326      854    
Currency translation movements                       560                560      (74)     486    
Available for sale investments             427                          427      (1)     426    
Cash flow hedges                  1,544                     1,544      (4)     1,540    
Pension remeasurement                                 205      205           205    
Other                                 (19)     (19)          (19)   
Total comprehensive income/(loss) for the year        250      427      1,544      560           464      3,245      247      3,492    
Buyback and issue of equity instruments   (15)     2,272                     16      (1,683)     590           590    
Redemption of preference Shares   (7)                              (792)     (791)          (791)   
Other equity instruments coupons paid        (250)                         54      (196)          (196)   
Equity settled share schemes                                 693      693           693    
Vesting of Barclays PLC shares under share-based payment schemes                                 (866)     (866)          (866)   
Dividends on ordinary shares                                 (821)     (821)     (190)     (1,011)   
Dividends on preference shares and other shareholders’ equity                                 (441)     (441)          (441)   
Capital contribution from Barclays PLC                                 1,412      1,412           1,412    
Other reserve movements                                 (40)     (40)     (17)     (57)   
Balance as at 31 December 2014   14,472      4,350      578      1,817      (582)     509     42,650      63,794      2,251      66,045    
                                                      
Balance as at 1 January 2013   14,494           526      2,099      59      645     39,244      57,067      2,856      59,923    
Profit after tax                                 963      963      345      1,308    
Currency translation movements                       (1,201)               (1,201)     (566)     (1,767)   
Available for sale investments             (375)                         (375)     (3)     (378)   
Cash flow hedges                  (1,826)                    (1,826)     (64)     (1,890)   
Pension remeasurement                                 (503)     (503)     (12)     (515)   
Other                                 (37)     (37)          (37)   
Total comprehensive (loss)/income for the year             (375)     (1,826)     (1,201)          423      (2,979)     (300)     (3,279)   
Issue of other equity instruments        2,078                               2,078           2,078    
Equity settled share schemes                                 689      689           689    
Vesting of Barclays PLC shares under share-based payment schemes                                 (1,047)     (1,047)          (1,047)   
Dividends on ordinary shares                                 (734)     (734)     (342)     (1,076)   
Dividends on preference shares and other shareholders’ equity                                 (471)     (471)          (471)   
Redemption of capital instruments                            (100)          (100)          (100)   
Capital contribution from Barclays PLC                                 6,553      6,553           6,553    
Other reserve movements                            (60)     13      (47)     (3)     (50)   
Balance as at 31 December 2013   14,494      2,078      151      273      (1,142)     485      44,670      61,009      2,211      63,220    

Notes

a    For further details refer to Note l.

b    For further details refer to Note m.

   


 

Called up

share

capital

and
share

premiuma

 

£m

 

 

 

 
 

 

 

 

  

 

Other equity
instrumentsa

 

£m

 
 

 

 

  

 

Available

for sale

reserveb

 

£m

 

 

 

 

 

  

 

Cash

flow

hedging

reserveb

 

£m

 

 

 

 

 

 

  

 

Currency

translation

reserveb

 

£m

 

 

 

 

 

  



 

Other
reserves and
other

shareholders’
equitya, b

 

£m

 
 
 

 
 

 

 

  

 

Own
credit
reserveb

 

£m

 
 
 

 

 

  

 

Retained

earnings

 

£m

 

 

 

 

  




 

Total
equity
excluding
non-

controlling
interests

 

£m

 
 
 
 

 
 

 

 

  

 

Non-

controlling

interests

 

£m

 

 

 

 

 

  

 

Total

equity

 

£m

 

 

 

 

Balance at 1 January 2016  14,472   5,350   338   709   (623  509   -   43,350   64,105   1,914   66,019 
Continuing Operations           
Profit after tax  -   457   -   -   -   -   -   2,678   3,135   3   3,138 
Currency translation movements  -   -   -   -   3,025   -   -   -   3,025   2   3,027 
Available for sale investments  -   -   (356  -   -   -   -   -   (356  -   (356
Cash flow hedges  -   -   -   199   -   -   -   -   199   -   199 
Pension remeasurement  -   -   -   -   -   -   -   (980  (980  -   (980
Other  (17  -   -   -   -   -   -   64   47   -   47 
Other comprehensive income net of tax from continuing operations  (17  457   (356  199   3,025   -   -   1,762   5,070   5   5,075 
Other comprehensive income net of tax from discontinued operations  -   -   (4  46   652   -   -   183   877   1,234   2,111 
Total comprehensive income for the year  (17  457   (360  245   3,677   -   -   1,945   5,947   1,239   7,186 
Issue and exchange of equity instruments  -   1,136   -   -   -   -   -   -   1,136   -   1,136 
Other equity instruments coupons paid  -   (457  -   -   -   -   -   128   (329  -   (329
Redemption of preference shares  -   -   -   -   -   (199  -   (1,378  (1,577  -   (1,577
Equity settled share schemes  -   -   -   -   -   -   -   577   577   -   577 
Vesting of Barclays PLC shares under employee share-based payment schemes  -   -   -   -   -   -   -   (414  (414  -   (414
Dividends paid  -   -   -   -   -   -   -   (978  (978  (235  (1,213
Capital contribution from Barclays PLC  -   -   -   -   -   -   -   114   114   -   114 
Net equity impact of partial BAGL disposal  -   -   -   -   -   -   -   (349  (349  601   252 
Net equity impact of Group Service Company disposal  -   -   -   -   -   -   -   (806  (806  -   (806
Other reserve movements  7   -   -   -   -   (1  -   1   7   3   10 
Balance at 31st December 2016  14,462   6,486   (22  954   3,054   309   -   42,190   67,433   3,522   70,955 

 

408  |396    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Barclays Bank PLC data

Consolidated statement of changes in equity

Barclays Bank PLC data

Consolidated statement of changes in equity

 

   

 

Called up

share

capital

and share

premiuma

 

£m

 

 

 

 

 

 

 

  

 

Other equity
instrumentsa

 

£m

 
 

 

 

  

 

Available

for sale

reserveb

 

£m

 

 

 

 

 

  

 

Cash

flow

hedging

reserveb

 

£m

 

 

 

 

 

 

  

 

Currency

translation

reserveb

 

£m

 

 

 

 

 

  



 

Other
reserves and
other

shareholders’
equitya, b

 

£m

 
 
 

 
 

 

 

  

 

Own
credit
reserveb

 

£m

 
 
 

 

 

  

 

Retained

earnings

 

£m

 

 

 

 

  




 

Total
equity
excluding
non-

controlling
interests

 

£m

 
 
 
 

 
 

 

 

  

 

Non-

controlling

interests

 

£m

 

 

 

 

 

  

 

Total

equity

 

£m

 

 

 

 

Balance at 1 January 2015  14,472   4,350   578   1,817   (582  509   -   42,650   63,794   2,251   66,045 
Continuing Operations           
Profit after tax  -   345   -   -   -   -   -   264   609   3   612 
Currency translation movements  -   -   -   -   748   - �� -   -   748   -   748 
Available for sale investments  -   -   (230  -   -   -   -   -   (230  -   (230
Cash flow hedges  -   -   -   (1,045  -   -   -   -   (1,045  -   (1,045
Pension remeasurement  -   -   -   -   -   -   -   919   919   -   919 
Other  -   -   -   -   -   -   -   19   19   -   19 
Other comprehensive income net of tax from continuing operations  -   345   (230  (1,045  748   -   -   1,202   1,020   3   1,023 
Other comprehensive income net of tax from discontinued operations  -   -   (10  (63  (789  -   -   299   (563  (157  (720
Total comprehensive income for the year  -   345   (240  (1,108  (41  -   -   1,501   457   (154  303 
Issue of shares under employees share schemes  -   -   -   -   -   -   -   571   571   -   571 
Issue and exchange of equity instruments  -   1,000   -   -   -   -   -   -   1,000   -   1,000 
Other equity instruments coupons paid  -   (345  -   -   -   -   -   70   (275  -   (275
Vesting of Barclays PLC shares under employee share-based payment schemes  -   -   -   -   -   -   -   (755  (755  -   (755
Dividends paid  -   -   -   -   -   -   -   (1,219  (1,219  (209  (1,428
Capital contribution from Barclays PLC  -   -   -   -   -   -   -   560   560   -   560 
Other reserve movements  -   -   -   -   -   -   -   (28  (28  26   (2
Balance at 31st December 2015  14,472   5,350   338   709   (623  509   -   43,350   64,105   1,914   66,019 

Notes

aFor further details refer to Note l
bFor further details refer to Note m

 

  

 

 

 

 

 

Called up

share

capital

and share

premiuma

£m

  

  

  

  

  

  

 

 

 

 

Available

for sale

reserveb

£m

  

  

  

  

 

 

 

 

 

Cash

flow

hedging

reserveb

£m

  

  

  

  

  

 

 
 

 

Currency

translation
reserveb

£m

  

  
  

  

 

 
 

 

Other

shareholder’s
equitya

£m

  

  
  

  

 

 

 

Retained

earnings

£m

  

  

  

 

 

Total

£m

  

  

 

 

 

 

Non-

controlling

interests

£m

  

  

  

  

 

 

 

Total 

equity 

£m 

  

  

  

Published as at 1 January 2012   14,494      (130)     1,442      1,348      648      44,276      62,078      3,092      65,170    
Effects of IFRS 10                            (945)     (945)          (945)   
Effects of IAS 19 Revised                            (1,238)     (1,238)          (1,238)   
Balance as at 1 January 2012   14,494      (130)     1,442      1,348      648      42,093      59,895      3,092      62,987    
Profit after tax                            (306)     (306)     339      33    
Currency translation movements                  (1,289)               (1,289)     (259)     (1,548)   
Available for sale investments        656                          656      44      700    
Cash flow hedges             657                     657           662    
Pension remeasurement                            (1,235)     (1,235)          (1,235)   
Other                            94      95           96    
Total comprehensive (loss)/income for the year        656      657      (1,289)          (1,447)     (1,422)     130      (1,292)   
Equity settled share schemes                            717      717           717    
Vesting of Barclays PLC shares under share-based payment schemes                            (946)     (946)          (946)   
Dividends paid on ordinary shares                            (696)     (696)     (229)     (925)   
Dividends on preference shares and other shareholders’ equity                            (465)     (465)          (465)   
Other reserve movements                       (4)     (12)     (16)     (137)     (153)   
Balance as at 31 December 2012   14,494      526      2,099      59      645      39,244      57,067      2,856      59,923    

Notes

a    For further details refer to Note l.

b    For further details refer to Note m.

 |  409
Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    397


Barclays Bank PLC data

Consolidated cash flow statement

For the year ended 31 December  

 

                     2017

 

£m

  

 

                     2016

 

£m

  

 

                     2015

 

£m

 
Continuing operations    
Reconciliation of profit before tax to net cash flows from operating activities:    
Profit before tax   3,166   4,383   1,914 
Adjustment fornon-cash items:    
Allowance for impairment   2,336   2,357   1,752 
Depreciation, amortisation and impairment of property, plant, equipment and intangibles   821   1,232   1,215 
Other provisions, including pensions   1,716   1,726   4,243 
Net profit on disposal of investments and property, plant and equipment   (307  (912  (374
Othernon-cash movements including exchange rate movements   1,235   (20,780  (1,189
Changes in operating assets and liabilities    
Net decrease/(increase) in loans and advances to banks and customers   27,235   (25,439  22,705 
Net decrease in reverse repurchase agreements and other similar lending   908   14,733   103,471 
Net (decrease)/increase in deposits and debt securities in issue   (11,567  49,961   (33,219
Net increase/(decrease) in repurchase agreements and other similar borrowing   20,578   (4,852  (99,602
Net decrease/(increase) in derivative financial instruments   6,691   (2,351  (3,309
Net (increase)/decrease in trading assets   (33,472  (5,542  37,079 
Net increase/(decrease) in trading liabilities   2,665   880   (10,877
Net decrease/(increase) in financial assets and liabilities designated at fair value   40,012   807   (3,064
Net (increase) in other assets   (2,119  (3,731  (2,680
Net (decrease) in other liabilities   (2,260  (452  (1,772
Corporate income tax paid   (672  (742  (1,643
Net cash from operating activities   56,966   11,278   14,650 
Purchase of available for sale investments   (83,707  (65,086  (120,061
Proceeds from sale or redemption of available for sale investments   88,298   102,515   114,529 
Purchase of property, plant and equipment and intangibles   (954  (2,054  (1,928
Proceeds from sale of property, plant and equipment and intangibles   3,334   234   393 
Disposal of discontinued operation, net of cash disposed   (1,060  -   - 
Disposal of subsidiaries, net of cash disposed   358   595   - 
Other cash flows associated with investing activities   693   32   516 
Net cash from investing activities   6,962   36,236   (6,551
Dividends paid   (1,555  (1,186  (1,428
Issuance of subordinated debt   3,041   1,457   879 
Redemption of subordinated debt   (1,378  (1,143  (556
Net issue of shares and other equity instruments   2,495   1,125   655 
Capital contribution from Barclays PLC   -   114   560 
Repurchase of shares and other equity instruments   (1,339  (1,378  - 
Net cash from financing activities   1,264   (1,011  110 
Effect of exchange rates on cash and cash equivalents   (4,773  10,468   1,689 
Net increase in cash and cash equivalents from continuing operations   60,419   56,971   9,898 
Net cash from discontinued operation   101   405   (1,821
Net increase in cash and cash equivalents   60,520   57,376   8,077 
Cash and cash equivalents at beginning of year   143,932   86,556   78,479 
Cash and cash equivalents at end of year   204,452   143,932   86,556 
Cash and cash equivalents comprise:    
Cash and balances at central banks   171,036   102,328   49,711 
Loans and advances to banks with original maturity less than three months   32,706   38,099   35,876 
Available for sale treasury and other eligible bills with original maturity less than three months   682   356   816 
Trading portfolio assets with original maturity less than three months   28   -   153 
Cash and cash equivalents held for sale   -   3,149   - 
    204,452   143,932   86,556 

398    Barclays PLC and Barclays Bank PLC data

Consolidated cash flow statement

2017 Annual Report on Form 20-F


Barclays Bank PLC data

Consolidated cash flow statement

 

For the year ended 31 December

 

 

 

 

 

2014 

 

£m

 

  

 

  

 

 

 

 

 

2013 

 

£m

 

  

 

  

 

 

 

 

 

2012  

 

£m 

 

  

 

  

Continuing operations            
Reconciliation of profit before tax to net cash flows from operating activities:            
Profit before tax     2,309        2,885        650   
Adjustment for non-cash items:            
Allowance for impairment     2,168        3,071        3,340   
Depreciation, amortisation and impairment of property, plant, equipment and intangibles     1,279        1,276        1,119   
Other provisions, including pensions     3,600        3,673        3,080   
Net profit on disposal of investments and property, plant and equipment     (620)       (145)       (524)  
Other non-cash movements     (1,699)       (2,162)       5,136   
Changes in operating assets and liabilities            
Net decrease/(increase) in loans and advances to banks and customers     3,538        (3,906)       (507)  
Net decrease/(increase) in reverse repurchase agreements and other similar lending     55,021        (10,264)       (23,492)  
Net (decrease) in deposits and debt securities in issue     (1,983)       (13,447)       (4,125)  
Net (decrease)/increase in repurchase agreements and other similar borrowing     (72,269)       (20,430)       9,886   
Net decrease in derivative financial instruments     2,586        811        5,699   
Net decrease in trading assets     18,350        13,423        6,896   
Net (decrease)/increase in trading liabilities     (8,340)       8,670        (973)  
Net (increase) in financial investments     (7,156)       (6,114)       (18,764)  
Net (increase)/decrease in other assets     (14,694)       125        535   
Net increase/(decrease) in other liabilities     7,409        (1,190)       (1,354)  
Corporate income tax paid     (1,590)       (1,558)       (1,516)  
Net cash from operating activities     (12,091)       (25,282)       (14,914)  
Purchase of available for sale investments     (108,639)       (92,024)       (80,797)  
Proceeds from sale or redemption of available for sale investments     120,843        69,474        74,151   
Purchase of property, plant and equipment     (657)       (737)       (604)  
Other cash flows associated with investing activities     (886)       632        532   
Net cash from investing activities     10,661        (22,655)       (6,718)  
Dividends paid     (1,452)       (1,547)       (1,390)  
Proceeds of borrowings and issuance of subordinated debt     826        700        2,258   
Repayments of borrowings and redemption of subordinated debt     (1,100)       (1,424)       (2,680)  
Net redemption of shares and other equity instruments     (1,100)       2,078          
Capital Contribution from Barclays PLC     1,412        6,553          
Net redemption of shares issued to non-controlling interests            (100)       (111)  
Net cash from financing activities     (1,414)       6,260        (1,923)  
Effect of exchange rates on cash and cash equivalents     (431)       198        (4,111)  
Net decrease in cash and cash equivalents     (3,275)       (41,479)       (27,666)  
Effects of IFRS10 on opening balance                   96   
Effects of IAS32 on opening balance                   1,130   
Cash and cash equivalents at beginning of year     81,754        123,233        149,673   
Cash and cash equivalents at end of year     78,479        81,754        123,233   
Cash and cash equivalents comprise:            
Cash and balances at central banks     39,695        45,687        86,191   
Loans and advances to banks with original maturity less than three months     36,282        35,259        34,810   
Available for sale treasury and other eligible bills with original maturity less than three months     2,322        644        2,228   
Trading portfolio assets with original maturity less than three months     180        164          
      78,479        81,754        123,233   

Interest received by The Group was £22,384m (2013: £23,387m)£21,783m (2016: £21,981m; 2015: £20,370m) and interest paid by The Group was £9,251m (2013: £10,656m)£10,388m (2016: £7,812m; 2015: £6,992m).

The Group is required to maintain balances with central banks and other regulatory authorities and these amounted to £4,448m£3,360m at 31 December 2014 (2013: £4,722m ).2017 (2016: £4,254m; 2015: £4,369m).

For the purposes of the cash flow statement, cash comprises cash on hand and demand deposits, and cash equivalents comprise highly liquid investments that are convertible into cash with an insignificant risk of changes in value with original maturities of three months or less. Repurchase and reverse repurchase agreements are not considered to be part of cash equivalents.

 

410  | 


Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    399


Barclays Bank PLC data

Notes to the accounts

    

    

 

a Net interest income

 

                                                                  
  

 

 

 

2017

 

 

  

 

 

 

2016

 

 

  

 

 

 

2015

 

 

   £m    £m    £m 

 

 

 

 

 

2014 

 

£m

 

  

 

  

 

 

 

 

 

2013 

 

£m

 

  

 

  

 

 

 

 

 

2012

 

£m

 

  

 

  

Cash and balances with central banks     193        219        253      583    186    157 
Available for sale investments     1,615        1,804        1,736   

Financial investments

   754    740    698 
Loans and advances to banks     452        468        376      286    483    481 
Loans and advances to customers     14,677        15,613        16,448      11,783    12,957    12,512 
Other     432        211        398      225    57    99 
Interest income     17,369        18,315        19,211      13,631    14,423    13,947 
Deposits from banks     (204)       (201)       (257)     (370)    (204)    (123) 
Customer accounts     (1,434)       (2,602)       (2,490)     (1,123)    (1,808)    (1,510) 
Debt securities in issue     (1,915)       (2,177)       (2,921)     (898)    (690)    (422) 
Subordinated liabilities     (1,611)       (1,572)       (1,632)     (1,225)    (988)    (978) 
Other     (67)       (110)       (261)     (267)    724    449 
Interest expense     (5,231)       (6,662)       (7,561)     (3,883)    (2,966)    (2,584) 
Net interest income     12,138        11,653        11,650      9,748    11,457    11,363 

Interest income includes £153m (2013: £179m, 2012: £211m) accrued on impaired loans.

Other interest income principally includes interest income relating to reverse repurchase agreements and hedging activity. Similarly, other interest expense principally includes interest expense relating to repurchase agreements and hedging activity.

Included in net interest income is hedge ineffectiveness as detailed in the Barclays Plc disclosures on page 149.

b Net fee and commission income

  

   

  

  

      

b Net fee and commission income

      
      
  

 

 

 

2017

 

 

  

 

 

 

2016

 

 

  

 

 

 

2015

 

 

   £m    £m    £m 
    

 

 

 

 

 

2014 

 

£m

 

  

 

  

    

 

 

 

 

 

2013 

 

£m

 

  

 

  

    

 

 

 

 

 

2012 

 

£m

 

  

 

  

Banking, investment management and credit related fees and commissions     9,695        10,332        10,037      8,646    8,507    8,365 
Foreign exchange commission     155        168        176      129    118    129 
Fee and commission income     9,850        10,500        10,213      8,775    8,625    8,494 
Fee and commission expense     (1,662)       (1,748)       (1,677)     (1,901)    (1,789)    (1,611) 
Net fee and commission income     8,188        8,752        8,536      6,874    6,836    6,883 
      

c Net Trading Income

c Net Trading Income

  

      
    

 

 

 

 

 

2014 

 

£m

 

  

 

  

    

 

 

 

 

 

2013 

 

£m

 

  

 

  

    

 

 

 

 

 

2012 

 

£m

 

  

 

  

      
  

 

 

 

2017

 

 

  

 

 

 

2016

 

 

  

 

 

 

2015

 

 

   £m    £m    £m 
Trading income     3,276        6,768        7,929      3,387    2,830    3,000 
Own credit gains/(losses)     34        (220)       (4,579)     -    (35)    430 
Net trading income     3,310        6,548        3,350      3,387    2,795    3,430 

 

400    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F |  411


Barclays Bank PLC data

Notes to the accounts

    

    

d Net investment income

 

     

 

 

 

 

 

2014 

 

£m

 

  

 

  

    

 

 

 

 

 

2013 

 

£m

 

  

 

  

    

 

 

 

 

 

2012 

 

£m

 

  

 

  

Net gain from disposal of available for sale assets     620        145        298   
Dividend income            14        42   
Net gain from financial instruments designated at fair value     233        203        233   
Other investment income     466        318        117   
Net investment income     1,328        680        690   

 

e Administrative and general expenses

 

            
     

 

 

 

 

 

2014 

 

£m

 

  

 

  

    

 

 

 

 

 

2013 

 

£m

 

  

 

  

    

 

 

 

 

 

2012 

 

£m

 

  

 

  

Infrastructure costs            
Property and equipment     1,570        1,610        1,656   
Depreciation of property, plant and equipment     585        647        669   
Operating lease rentals     594        645        622   
Amortisation of intangible assets     522        480        435   
Impairment of property, equipment and intangible assets     172        149        17   
Total infrastructure costs     3,443        3,531        3,399   
Other costs            
Consultancy, legal and professional fees     1,104        1,260        1,182   
Subscriptions, publications, stationery and communications     842        869        727   
Marketing, advertising and sponsorship     558        583        572   
Travel and accommodation     213        307        324   
UK bank levy     462        504        345   
Goodwill Impairment            79          
Other administration and general expenses     436        686        546   
Total other costs     3,615        4,288        3,696   
Provision for ongoing investigations and litigation relating to Foreign Exchange     1,250                 
Staff costs     11,005        12,155       11,467   
Provision for PPI and interest rate hedging redress     1,110        2,000       2,450   
Administration and general expensesa, b     20,423        21,974        21,012   

 

f Tax

 

            
     

 

 

 

 

 

2014 

 

£m

 

  

 

  

    

 

 

 

 

 

2013 

 

£m

 

  

 

  

    

 

 

 

 

 

2012 

 

£m

 

  

 

  

 

Current tax charge

            

 

Current year

    

 

 

 

1,448 

 

  

    

 

 

 

2,031 

 

  

    

 

 

 

565 

 

  

 

Adjustment for prior years

     (19)       156        207   
     

 

 

 

1,429 

 

  

    

 

 

 

2,187 

 

  

    

 

 

 

772 

 

  

 

Deferred tax charge/(credit)

            

 

Current year

     92        (96)       (68)  

 

Adjustment for prior years

     (66)       (514)       (87)  
     

 

 

 

26 

 

  

    

 

 

 

(610)

 

  

    

 

 

 

(155)

 

  

 

Tax charge

    

 

 

 

1,455 

 

  

    

 

 

 

1,577 

 

  

    

 

 

 

617 

 

  

                                                                  

d Net investment income

      
      
   

 

 

 

2017

 

 

  

 

 

 

2016

 

 

  

 

 

 

2015

 

 

    £m    £m    £m 

Net gain from disposal of available for sale assets

   298    912    385 

Dividend income

   48    8    8 

Net gain from financial instruments designated at fair value

   338    158    193 

Other investment income

   175    246    511 

Net investment income

   859    1,324    1,097 
      

e Administrative and general expenses

      
      
   

 

 

 

2017

 

 

  

 

 

 

2016

 

 

  

 

 

 

2015

 

 

    £m    £m    £m 

Infrastructure costs

      

Property and equipment

   954    1,147    1,082 

Depreciation of property, plant and equipment

   303    482    475 

Operating lease rentals

   290    550    411 

Amortisation of intangible assets

   478    661    570 

Impairment of property, equipment and intangible assets

   40    97    150 

Gain/(loss) on property disposals

   3    -    3 

Total infrastructure costs

   2,068    2,937    2,691 

Administration and general costs

      

Consultancy, legal and professional fees

   756    1,079    1,078 

Subscriptions, publications, stationery and communications

   455    638    678 

Marketing, advertising and sponsorship

   400    430    451 

Travel and accommodation

   118    132    188 

UK bank levy

   365    410    425 

Goodwill Impairment

   -    -    102 

Other administration and general expenses

   4,382    511    61 

Total administration and general costs

   6,476    3,200    2,983 

Staff costsa

   6,445    9,211    8,853 

Provision for UK customer redress

   700    1,000    2,772 

Provision for ongoing investigations and litigation including Foreign Exchange

   -    -    1,237 

Operating expensesb

   15,689    16,348    18,536 

Notes

a Total administration and general expenses of £20,423m (2013: £21,974m; 2012: £21,012m) include depreciation of property, plant and equipment of £585m (2013: £647m; 2012: £669m), amortisation of intangible assets of £522m (2013: £480m; 2012: £435m), goodwill impairment of £nil (2013: £79m; 2012: £nil) and administration and other expenses of £19,316m(2013: £20,678m; 2012: £19,908m).

aThe Group has realigned outsourcing costs from administration and general expenses to staff costs in order to more appropriately reflect the nature and internal management of these costs. The net effect of these movements is to reduce administration and general expenses and to increase staff costs by £847m in 2017 and £1,063m in 2016.

b The Group has realigned outsourcing costs from administration and general expenses to staff costs in order to more appropriately reflect the nature and internal management of these costs. The net effect of these movements is to reduce administration and general expenses and, to increase staff costs by £1,060m in 2014 and £1,084m in 2013.

bTotal operating expenses of £15,689m (2016: £16,348m; 2015: £18,536m) include depreciation of property, plant and equipment of £303m (2016: £482m; 2015: £475m), amortisation of intangible assets of £478m (2016: £661m; 2015: £570m), goodwill impairment £nil (2016: £nil; 2015: £102m) and administration and other expenses of £14,908m (2016: £15,205m; 2015: £17,389m).

 

412  | 


Barclays PLC and Barclays Bank PLC data

Notes to the accounts

2017 Annual Report on Form 20-F    401


Barclays Bank PLC data

Notes to the accounts

    

                                                                  

f Tax

      
      
   

 

 

 

2017

 

 

  

 

 

 

2016

 

 

  

 

 

 

2015

 

 

    £m    £m    £m 

Current tax charge/(credit)

      

Current year

   659    1,147    1,772 

Adjustment for prior years

   44    (359)    (188) 
    703    788    1,584 

Deferred tax charge/(credit)

      

Current year

   1,487    392    (360) 

Adjustment for prior years

   (65)    65    78 
    1,422    457    (282) 

Tax charge

   2,125    1,245    1,302 

Tax relating to each component of other comprehensive income can be found in the consolidated statement of comprehensive income which additionally includes within Other a tax charge of £19m (2013: £37m charge, 2012: £95m£6m (2016: £49m credit) principally relating to share based payments in 2014 and the UK rate change in 2013.payments.

The table below shows the reconciliation between the actual tax charge and the tax charge that would result from applying the standard UK corporation tax rate to The Group’s profit before tax.

 

 

 

 

 

 

 

2014 

 

£m

 

  

 

  

 

 

 

 

 

2013 

 

£m

 

  

 

  

 

 

 

 

 

2012 

 

£m

 

  

 

  

Profit before tax from continuing operations     2,309        2,885        650   
Tax charge based on the standard UK corporation tax rate of 21.5% (2013:23.25%, 2012:24.5%)     496        671        159   
Effect of non-UK profits/losses at statutory tax rates different from the UK statutory tax rate     171        267        401   
Non-creditable taxes     329        559        563   
Non-taxable gains and income     (282)       (234)       (604)  
Share based payments     21        (13)       (63)  
Deferred tax assets (previously not recognised)/not recognised     (183)       409        (135)  
Change in tax rates            (155)       (75)  
Non-deductible impairment charges, loss on disposals and UK bank levy     333        118        84   
Other items including non-deductible expenses     647        313        167   
Adjustments in respect of prior years     (85)       (358)       120   
Tax charge     1,455        1,577        617   
Effective tax rate     63.0%       54.7%       95.0%  

 

Current tax assets and liabilities

Movements on current tax assets and liabilities were as follows:

 

  

  

            

 

 

 

 

 

2014 

 

£m

 

  

 

  

    

 

 

 

 

 

2013 

 

£m

 

  

 

  

Assets         181        252   
Liabilities            (1,042)       (617)  
As at 1 January         (861)       (365)  
Income statement         (1,429)       (2,187)  
Other comprehensive income         (1)       (5)  
Corporate income tax paid         1,590        1,558   
Other movementsa         12        138   
             (689)       (861)  
Assets         334        181   
Liabilities         (1,023)       (1,042)  
As at 31 December            (689)       (861)  
                                                                  
   

 

 

 

2017

 

 

  

 

 

 

2016

 

 

  

 

 

 

2015

 

 

    £m    £m    £m 

Profit before tax from continuing operations

   3,165    4,383    1,914 

Tax charge based on the standard UK corporation tax rate of 19.25% (2016: 20%, 2015: 20.25%)

   610    877    387 

Impact of profits/losses earned in territories with different statutory rates to the UK (weighted average tax rate is 29.8% (2016: 29.5%, 2015: 28.1%))

   333    415    151 

Recurring items:

      

Non-creditable taxes including withholding taxes

   191    277    309 

Non-deductible expenses

   82    114    67 

Impact of UK bank levy beingnon-deductible

   70    82    96 

Banking surcharge on UK profits

   6    75    - 

Tax adjustments in respect of share based payments

   4    34    30 

Non-taxable gains and income

   (191)    (208)    (197) 

Changes in recognition of deferred tax and effect of unrecognised tax losses

   (72)    (178)    (71) 

Impact of Barclays Bank PLC’s overseas branches being taxed both locally and in the UK

   (61)    (128)    (35) 

Adjustments in respect of prior years

   (21)    (294)    (110) 

Other items

   111    81    142 

Non-recurring items:

      

One offre-measurement of US deferred tax assets

   1,177     

Impact of the UK branch exemption on deferred tax assets

   (276)     

Non-deductible provisions for UK customer redress

   129    203    283 

Non-deductible provisions for investigations and litigation

   72    48    261 

Non-taxable gains and income on divestments

   (39)    (180)    (50) 

Non-deductible impairments and losses on divestments

   -    27    39 

Tax charge

   2,125    1,245    1,302 

Effective tax rate

   67.2%    28.4%    68.0% 

402    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays Bank PLC data

Notes to the accounts

    

Note

a    Other movements include

Current tax assets and liabilities

Movements on current tax amounts relating to acquisitions, disposalsassets and exchange gains and losses.liabilities were as follows:

 

                                            
   

 

 

 

2017

 

 

  

 

 

 

2016

 

 

    £m    £m 

Assets

   501    385 

Liabilities

   (708)    (930) 

As at 1 January

   (207)    (545) 

Income statement from continuing operations

   (703)    (788) 

Other comprehensive income

   26    295 

Corporate income tax paid

   672    742 

Other movements

   94    89 
    (118)    (207) 

Assets

   376    501 

Liabilities

   (494)    (708) 

As at 31 December

   (118)    (207) 

g Trading portfolio assets

                                            
    2017    2016 
    £m    £m 

Debt securities and other eligible bills

   51,195    38,804 

Equity securities

   59,338    38,329 

Traded loans

   3,140    2,975 

Commodities

   82    147 

Trading portfolio assets

   113,755    80,255 

h Financial Investments

                                            
    2017    2016 
    £m    £m 

Available for sale debt securities and other eligible bills

   52,020    57,704 

Available for sale equity securities

   1,834    485 

Held to maturity debt securities

   5,109    5,176 

Financial Investments

   58,963    63,365 

i Loans and advances to banks and customers

                                            
    2017    2016 
    £m    £m 

Gross loans and advances to banks

   36,209    43,634 

Less: allowance for impairment

   -    - 

Loans and advances to banks

   36,209    43,634 

Gross loans and advances to customers

   370,205    397,403 

Less: allowance for impairment

   (4,652)    (4,620) 

Loans and advances to customers

   365,553    392,783 

 |  413


Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    403


Barclays Bank PLC data

Notes to the accounts

    

    

g Trading portfolio assetsj Derivative financial instruments

 

    

 

 

 

 

 

2014

 

£m

 

  

 

  

 

 

 

2013

 

£m

  

 

  

Debt securities and other eligible bills    66,035    84,580  
Equity securities    44,576    42,659  
Traded loans    2,693    1,647  
Commodities       1,451    4,203  
Trading portfolio assets       114,755    133,089  

 

h Available for sale financial investments

 

             
       

 

 

 

 

 

2014

 

£m

 

  

 

  

  

 

 

2013

 

£m

  

 

  

Debt securities and other eligible bills    85,552    91,298  
Equity securities    553    490  
Available for sale financial investments       86,105    91,788  

 

i Loans and advances to banks and customers

 

    
       

 

 

 

 

 

2014

 

£m

 

  

 

  

  

 

 

2013

 

£m

  

 

  

Gross loans and advances to banks    42,657    39,832  
Less: allowance for impairment    -    (10
Loans and advances to banks       42,657    39,822  
Gross loans and advances to customers    433,222    441,485  
Less: allowance for impairment    (5,455  (7,248
Loans and advances to customers       427,767    434,237  

 

j Derivative financial instruments

 

             
  

 

 
 

 

 

 

Notional contract
amount

 

£m

 

  
  

 

  

   

 

 

Fair value Assets

 

£m

  

 

  

  

 

 

Liabilities

 

£m

  

 

  

Year ended 31 December 2014    
Total derivative assets/(liabilities) held for trading  32,624,342     438,437    (438,623
Total derivative assets/(liabilities) held for risk management  268,448     1,639    (697
Derivative assets/(liabilities)  32,892,790     440,076    (439,320
Year ended 31 December 2013    
Total derivative assets/(liabilities) held for trading  41,983,266     347,715    (345,845
Total derivative assets/(liabilities) held for risk management  303,645     2,745    (1,273
Derivative assets/(liabilities)  42,286,911     350,460    (347,118

 

k Subordinated liabilities

 

             
       

 

 

 

 

 

2014

 

£m

 

  

 

  

  

 

 

2013

 

£m

  

 

  

Undated subordinated liabilities    5,640    6,127  
Dated subordinated liabilities    16,045    16,122  
Total subordinated liabilities       21,685    22,249  
    

 

Notional contract
amount

 

£m

   

Fair value
Assets

 

£m

   

Liabilities

 

£m

 

Year ended 31 December 2017

      

Total derivative assets/(liabilities) held for trading

   35,747,945    237,741    (237,242) 

Total derivative assets/(liabilities) held for risk management

   175,785    246    (1,103) 

Derivative assets/(liabilities)

   35,923,730    237,987    (238,345) 

Year ended 31 December 2016

      

Total derivative assets/(liabilities) held for trading

   36,261,030    345,834    (339,647) 

Total derivative assets/(liabilities) held for risk management

   261,314    986    (840) 

Derivative assets/(liabilities)

   36,522,344    346,820    (340,487) 

k Subordinated liabilities

 

414  |


Barclays Bank PLC data

Notes to the accounts

                                            
    2017    2016 
    £m    £m 

Undated subordinated liabilities

   4,192    4,495 

Dated subordinated liabilities

   20,001    19,376 

Total subordinated liabilities

   24,193    23,871 

l Ordinary shares, share premium, and other equity

 

 

Called up share capital, allotted and fully paid

               
  
 
Ordinary share
capital
  
  
 
 
Preference share
capital
  
  
 Share premium   
 
 
Total share
capital and share
premium
  
  
  
 
 
Other equity
instruments
  
  
 

 

 

 

£m

 

  

 £m   £m   £m   £m  
As at 1 January 2014   2,342     60    12,092     14,494    2,078  
AT1 equity issuance   -     -    -     -    2,272  
Other movements   -     (22  -     (22  -  
As at 31 December 2014   2,342     38    12,092     14,472    4,350  
As at 1 January 2013   2,342     60    12,092     14,494    -  
AT1 equity issuance   -     -    -     -    2,078  
As at 31 December 2013   2,342     60    12,092     14,494    2,078  
Called up share capital, allotted and fully paid                       
      
    

Ordinary
share capital

 

£m

   

Preference
share capital

 

£m

  

Share
premium

 

£m

   

Total share
capital and
share
premium

 

£m

  

Other equity
instruments

 

£m

 

As at 1 January 2017

   2,342    28   12,092    14,462   6,486 

AT1 securities issuance

   -    -   -    -   2,496 

Other movement

   -    (9  -    (9  - 

As at 31 December 2017

   2,342    19   12,092    14,453   8,982 

As at 1 January 2016

   2,342    38   12,092    14,472   5,350 

AT1 securities issuance

   -    -   -    -   1,136 

Other movement

   -    (10  -    (10    

As at 31 December 2016

   2,342    28   12,092    14,462   6,486 

Ordinary shares

The issued ordinary share capital of Barclays Bank PLC, as at 31 December 2014,2017, comprised 2,342 million ordinary shares of £1 each (2013:(2016: 2,342 million).

Ordinary share capital constitutes 60% (2013:(2016: 60%) of total share capital issued.

Preference shares

The issued preference share capital of Barclays Bank PLC, as at 31 December 2014,2017, comprised 1,000 Sterling Preference Shares of £1 each (2013:(2016: 1,000); 31,856 Euro Preference Shares of100 each (2013: 240,000); 20,930 Sterling Preference Shares of £100 each (2013: 75,000)(2016: 31,856); 58,133 US Dollar Preference Shares of $100 each (2013: 100,000)(2016: 58,133); and 237106 million US Dollar Preference Shares of $0.25 each (2013: 237(2016: 161 million).

During Q2 2014, 108,144 Euro In the first quarter of 2017, 55 million US Dollar Preference Shares of100 $0.25 each 54,070were redeemed. In the fourth quarter of 2017, 20,930 Sterling Preference Shares of £100 each and 41,867 US Dollar Preference Shares of $100 each were repurchased by Barclays Bank PLC as part of an overall exercise exchange of those preference shares (together with certain subordinated debt instruments of Barclays Bank PLC) for three issuances of Barclays PLC Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities.

On 15 December 2014, 100,000 Euro Preference Shares of100 each were redeemed for cash on their first call date.redeemed.

Preference share capital constitutes 40% (2013:(2016: 40%) of total share capital issued.

404    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays Bank PLC data

Notes to the accounts

Sterling £1 Preference Shares

1,000 Sterling cumulative callable preference shares of £1 each (the £1 Preference Shares) were issued on 31 December 2004 at nil premium.

The £1 Preference Shares entitle the holders thereof to receive Sterling cumulative cash dividends out of distributable profits of Barclays Bank PLC, semi-annually at a rate reset semi-annually equal to the Sterling interbank offered rate forsix-month sterling deposits.

Barclays Bank PLC shall be obliged to pay such dividends if: (1) it has profits available for the purpose of distribution under the Companies Act 2006 as at each dividend payment date; and (2) it is solvent on the relevant dividend payment date, provided that a capital regulations condition is satisfied on such dividend payment date. The dividends shall not be due and payable on the relevant dividend payment date except to the extent that Barclays Bank PLC could make such payment and still be solvent immediately thereafter. Barclays Bank PLC shall be considered solvent on any date if: (1) it is able to pay its debts to senior creditors as they fall due; and (2) its auditors have reported within the previous six months that its assets exceed its liabilities. If Barclays Bank PLC shall not pay, or shall pay only in part, a dividend for a period of seven days or more after the due date for payment, the holders of the £1 Preference Shares may institute proceedings for thewinding-up of Barclays Bank PLC. No remedy against Barclays Bank PLC shall be available to the holder of any £1 Preference Shares for the recovery of amounts owing in respect of £1 Preference Shares other than the institution of proceedings for thewinding-up of Barclays Bank PLC and/or proving in suchwinding-up.

On awinding-up or other return of capital (other than a redemption or purchase by Barclays Bank PLC of any of its issued shares, or a reduction of share capital, permitted by the Articles of Barclays Bank PLC and under applicable law), the assets of Barclays Bank PLC available to shareholders shall be applied in priority to any payment to the holders of ordinary shares and any other class of shares in the capital of Barclays Bank PLC then in issue ranking junior to the £1 Preference Shares on such a return of capital and pari passu on such a return of capital with the holders of any other class of shares in the capital of Barclays Bank PLC then in issue (other than any class of shares in the capital of Barclays Bank PLC then in issue ranking in priority to the £1 Preference Shares on awinding-up or other such return of capital), in payment to the holders of the £1 Preference Shares of a sum equal to the aggregate of: (1) an amount equal to the dividends accrued thereon for the then current dividend period (and any accumulated arrears thereof) to the date of the commencement of thewinding-up or other such return of capital; and (2) an amount equal to £1 per £1 Preference Share. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the £1 Preference Shares will have no right or claim to any of the remaining assets of Barclays Bank PLC and will not be entitled to any further participation in such return of capital.

|  415


Barclays Bank PLC data

Notes to the accounts

The £1 Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, subject to the Companies Act 2006 and its Articles. Holders of the £1 Preference Shares are not entitled to receive notice of, or to attend, or vote at, any general meeting of Barclays Bank PLC.

Euro Preference Shares

140,000 Euro 4.75%non-cumulative callable preference shares of100 each (the 4.75% Preference Shares) were issued on 15 March 2005 for a consideration of1,383.3m (£966.7m), of which the nominal value was14m and the balance was share premium. The 4.75% Preference Shares entitle the holders thereof to receive Euronon-cumulative cash dividends out of distributable profits of Barclays Bank PLC, annually at a fixed rate of 4.75% per annum on the amount of10,000 per preference share until 15 March 2020, and thereafter quarterly at a rate reset quarterly equal to 0.71% per annum above the Euro interbank offered rate for three-month Euro deposits.

The 4.75% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, on 15 March 2020, and on each dividend payment date thereafter at10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

Sterling Preference Shares

75,000 Sterling 6.0%non-cumulative callable preference shares of £100 each (the 6.0% Preference Shares) were issued on 22 June 2005 for a consideration of £743.7m, of which the nominal value was £7.5m and the balance was share premium. The 6.0% Preference Shares entitle the holders thereof to receive Sterlingnon-cumulative cash dividends out of distributable profits of Barclays Bank PLC, annually at a fixed rate of 6.0% per annum on the amount of £10,000 per preference share until 15 December 2017, and thereafter quarterly at a rate reset quarterly equal to 1.42% per annum above the London interbank offered rate for three-month Sterling deposits.

The 6.0% Preference Shares are redeemable at the option of Barclays Bank PLC,were redeemed in whole but not in part only,full on 15 December 2017, and on each dividend payment date thereafter at £10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.2017.

US Dollar Preference Shares

100,000 US Dollar 6.278%non-cumulative callable preference shares of $100 each (the 6.278% Preference Shares), represented by 100,000 American Depositary Shares, Series 1, were issued on 8 June 2005 for a consideration of $995.4m (£548.1m), of which the nominal value was $10m and the balance was share premium. The 6.278% Preference Shares entitle the holders thereof to receive US Dollarnon-cumulative cash dividends out of distributable profits of Barclays Bank PLC, semi-annually at a fixed rate of 6.278% per annum on the amount of $10,000 per preference share until 15 December 2034, and thereafter quarterly at a rate reset quarterly equal to 1.55% per annum above the London interbank offered rate for three-month US Dollar deposits.

The 6.278% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, on 15 December 2034, and on each dividend payment date thereafter at $10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

30 million US Dollar 6.625% non-cumulative callable preference shares of $0.25 each (the 6.625% Preference Shares), represented by 30 million American Depositary Shares, Series 2, were issued on 25 and 28 April 2006 for a consideration of $727m (£406m), of which the nominal value was $7.5m and the balance was share premium. The 6.625% Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 6.625% per annum on the amount of $25 per preference share.

The 6.625% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, on any dividend payment date at $25 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

55 million US Dollar 7.1%non-cumulative callable preference shares of $0.25 each (the 7.1% Preference Shares), represented by 55 million American Depositary Shares, Series 3, were issued on 13 September 2007 for a consideration of $1,335m (£657m), of which the nominal value was $13.75m and the balance was share premium. The 7.1% Preference Shares entitle the holders thereof to receive US Dollarnon-cumulative cash dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 7.1% per annum on the amount of $25 per preference share.

The 7.1% Preference Shares are redeemable at the option of Barclays Bank PLC,were redeemed in whole or in part,full on any dividend payment date at $25 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

46 million US Dollar 7.75% non-cumulative callable preference shares of $0.25 each (the 7.75% Preference Shares), represented by 46 million American Depositary Shares, Series 4, were issued on 7 December 2007 for a consideration of $1,116m (£550m), of which the nominal value was $11.5m and the balance was share premium. The 7.75% Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 7.75% per annum on the amount of $25 per preference share.

The 7.75% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole or in part, on any dividend payment date at $25 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.15 March 2017.

106 million US Dollar 8.125%non-cumulative callable preference shares of $0.25 each (the 8.125% Preference Shares), represented by 106 million American Depositary Shares, Series 5, were issued on 11 April 2008 and 25 April 2008 for a total consideration of $2,650m (£1,345m), of which the nominal value was $26.5m and the balance was share premium. The 8.125% Preference Shares entitle the holders thereof to receive US Dollarnon-cumulative cash dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 8.125% per annum on the amount of $25 per preference share.

 

416  |


Barclays PLC and Barclays Bank PLC data2017 Annual Report on Form 20-F    405

Notes to the accounts


Barclays Bank PLC data

Notes to the accounts

    

    

 

The 8.125% Preference Shares are redeemable at the option of Barclays Bank PLC, in whole or in part, on any dividend payment date at $25 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.

No redemption or purchase of any 4.75% Preference Shares, the 6.0% Preference Shares, the 6.278% Preference Shares, the 6.625% Preference Shares, the 7.1% Preference Shares, the 7.75% Preference Shares and the 8.125% Preference Shares (together, the Preference Shares) may be made by Barclays Bank PLC without the prior approval of the UK PRA and any such redemption will be subject to the Companies Act 2006 and the Articles of Barclays Bank PLC.

On awinding-up of Barclays Bank PLC or other return of capital (other than a redemption or purchase of shares of Barclays Bank PLC, or a reduction of share capital), a holder of Preference Shares will rank in the application of assets of Barclays Bank PLC available to shareholders: (1) junior to the holder of any shares of Barclays Bank PLC in issue ranking in priority to the Preference Shares; (2) equally in all respects with holders of other preference shares and any other shares of Barclays Bank PLC in issue ranking pari passu with the Preference Shares; and (3) in priority to the holders of ordinary shares and any other shares of Barclays Bank PLC in issue ranking junior to the Preference Shares.

The holders of the £13m 6% Callable Perpetual Core Tier One Notes and the $681m$569m 6.86% Callable Perpetual Core Tier One Notes of Barclays Bank PLC (together, the TONs) and the holders of the £35m 5.3304%Step-up Callable Perpetual Reserve Capital Instruments, the $533m 5.926% £33m 6.3688%Step-up Callable Perpetual Reserve Capital Instruments, the 6.3688% Step-up Callable Perpetual Reserve Capital Instruments, the $347m 7.434% Step-up Callable Perpetual Reserve Capital Instruments and the £3,000m 14%Step-up Callable Perpetual Reserve Capital Instruments of Barclays Bank PLC (together, the RCIs) would, for the purposes only of calculating the amounts payable in respect of such securities on awinding-up of Barclays Bank PLC, subject to limited exceptions and to the extent that the TONs and the RCIs are then in issue, rank pari passu with the holders of the most senior class or classes of preference shares then in issue in the capital of Barclays Bank PLC. Accordingly, the holders of the preference shares would rank equally with the holders of such TONs and RCIs on such awinding-up of Barclays Bank PLC (unless one or more classes of shares of Barclays Bank PLC ranking in priority to the preference shares are in issue at the time of suchwinding-up, in which event the holders of such TONs and RCIs would rank equally with the holders of such shares and in priority to the holders of the preference shares).

Subject to such ranking, in such event, holders of the preference shares will be entitled to receive out of assets of Barclays Bank PLC available for distributions to shareholders, liquidating distributions in the amount of10,000 per 4.75% Preference Share, £10,000 per 6.0% Preference Share, $10,000 per 6.278% Preference Share, $25 per 6.625% Preference Share, $25 per 7.1% Preference Share, $25 per 7.75% Preference Share and $0.25 per 8.125% Preference Share, plus, in each case, an amount equal to the accrued dividend for the then current dividend period to the date of the commencement of thewinding-up or other such return of capital. If a dividend is not paid in full on any preference shares on any dividend payment date, then a dividend restriction shall apply.

This dividend restriction will mean that neither Barclays Bank PLC nor Barclays PLC may (a) declare or pay a dividend (other than payment by Barclays PLC of a final dividend declared by its shareholders prior to the relevant dividend payment date, or a dividend paid by Barclays Bank PLC to Barclays PLC or to a wholly owned subsidiary) on any of their respective ordinary shares, other preference shares or other share capital or (b) redeem, purchase, reduce or otherwise acquire any of their respective share capital, other than shares of Barclays Bank PLC held by Barclays PLC or a wholly owned subsidiary, until the earlier of: (1) the date on which Barclays Bank PLC next declares and pays in full a preference dividend; and (2) the date on or by which all the preference shares are redeemed in full or purchased by Barclays Bank PLC.

Holders of the preference shares are not entitled to receive notice of, or to attend, or vote at, any general meeting of Barclays Bank PLC. Barclays Bank PLC is not permitted to create a class of shares ranking as regards participation in the profits or assets of Barclays Bank PLC in priority to the preference shares, save with the sanction of a special resolution of a separate general meeting of the holders of the preference shares (requiring a majority of not less than three-fourths of the holders of the preference shares voting at the separate general meeting) or with the consent in writing of the holders of three-fourths of the preference shares.

Except as described above, the holders of the preference shares have no right to participate in the surplus assets of Barclays Bank PLC.

Other equity instruments

Other equity instruments of £4,350m (2013: £2,078m)£8,082m (2016: £6,486m) include Additional Tier 1 (AT1)AT1 securities issued by Barclays Bank PLC during 2013 and 2014. During 2013,PLC. In 2017, there were two separate issuances of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, with principal amounts of $2bn and1bn. During 2014, there were three issuances of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, with principal amounts of $1.21bn,1.08bn and £0.7bn (The Bank AT1 securities).

The Bank AT1 securities were issuedtotals to Barclays PLC as part of an overall exchange of £1,527m of Barclays Bank PLC preference shares and £607m of subordinated debt instruments (Tier 1 Notes and Reserve Capital Instruments) for new AT1 securities issued by B PLC (The Group AT1 securities). Upon completion of the exercise, the preference shares and subordinated debt instruments were cancelled by Barclays Bank PLC.

The cash repurchase of the preference shares by Barclays Bank PLC at a fair value of £1,683m was funded from retained earnings. In accordance with capital maintenance rules in the Companies Act 2006, a Capital Redemption Reserve (CRR) of £16m equal to the preference share capital nominal translated at current exchange rates was established in Barclays Bank PLC.

|  417


Barclays Bank PLC data

Notes to the accounts

£2.5bn.

The AT1 securities are perpetual securities with no fixed maturity and are structured to qualify as AT1 instruments under CRD IV.

Other shareholders’ equity

 

                                                                                        
  The Group The Bank 
  2017   2016 2017   2016 
                                                

 

 

 

2014

 

  

 

 

 

2013

 

  

  £m   £m £m   £m 

 

 

 

£m

 

  

 £m  
As at 1 January   485     645     271    485  335    549 
Redemption   -     (100   -    (214  -    (214
Other movements   -     (60
As at 31 December   485     485     271    271  335    335 

Included in other shareholders’ equity are capital notes which bear interest at rates fixed periodically in advance, based on London interbank rates. These notes are repayable in each case, at the option of the Bank, in whole on any interest payment date. The Bank is not obliged to make a payment of interest on its capital notes if, in the preceding six months, a dividend has not been declared or paid on any class of shares of Barclays PLC. During 2014 no upper tier 2 capital notes were redeemed (2013: £100m).

406    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Barclays Bank PLC data

Notes to the accounts

m Reserves

Currency translation reserve

The currency translation reserve represents the cumulative gains and losses on the retranslation of the Group’s net investment in foreign operations, net of the effects of hedging.

As at 31 December 2014 there was a debit balance of £582m (2013: £1,142m debit) in the currency translation reserve. The decrease in the debit balance of £560m (2013: £1,201m decrease to a debit balance) principally reflected the strengthening of USD against GBP. The currency translation reserve movement associated with non-controlling interests was a £74m debit (2013: £566m debit) reflecting the further depreciation of ZAR against GBP.

During the year a £91m net gain (2013: £5m) from recycling of the currency translation reserve was recognised in the income statement.

Available for sale reserve

The available for sale reserve represents the unrealised change in the fair value of available for sale investments since initial recognition.

As at 31 December 2014 there was a credit balance of £578m (2013: £151m credit) in the available for sale reserve. The increase of £427m (2013: £375m decrease) principally reflected a £5,336m gains from changes in fair value on Government Bonds, predominantly held in the liquidity pool, offset by £4,074m of losses from related hedging, £620m of net gains transferred to net profit and £103m of tax.

Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative gains and losses on effective cash flow hedging instruments that will be recycled to the income statement when the hedged transactions affect profit or loss.

Own credit reserve

As at 31 December 2014 there was a result of the early adoption of the own credit balanceprovisions of £1,817m (2013: £273m credit) in the cash flow hedging reserve. The increase of £1,544m (2013: £1,826m decrease) principally reflected a £2,662m increase in theIFRS 9 on 1 January 2017, own credit on financial liabilities designated at fair value of interest rate swaps held for hedging purposes as interest rate forward curves decreased, partly offset by £737m gains recycled tothrough profit and loss which was previously recorded in the income statement is now recognised within other comprehensive income. Amounts in line with when the hedged item affectsown credit reserve is not recycled to profit or loss and £381m of tax.in future periods.

Other reserves and other shareholders’ equity

Other reserves relate to redeemed ordinary and preference shares issued by the group.

Included in other shareholders’ equity are capital notes which bear interest at rates fixed periodically in advance, based on London interbank rates. These notes are repayable in each case, at the option of the Bank, in whole on any interest payment date. The Bank is not obliged to make payment of interest on its capital notes if, in the preceding six months, a dividend has not been declared or paid on any class of shares of Barclays PLC.

                                            
    2017    2016 
    £m    £m 

Currency translation reserve

   3,084    3,054 

Available for sale reserve

   396    (22) 

Cash flow hedging reserve

   184    954 

Own credit reservea

   (179)    - 

Other reserves and treasury shares

   323    309 

Total

   3,808    4,295 

Note

aAs at 31 December 2017, the amount of own credit recognized in the Group’s other comprehensive income was a debit balance of £179m. Upon adoption of IFRS 9, an opening debit balance of £175m was recognized, with a further £4m loss (net of tax) recorded during 2017.

nNon-controlling interests

 

   

 

Profit attributable to Non-      

Controlling interest      

  

  

  
 
Equity attributable to Non-      
Controlling interest      
  
  
  
 
Dividends paid to Non-Controlling
interest
  
  
   

 

2014

£m

  

  

  

 

2013

£m

  

  

  

 

2014

£m

  

  

  

 

2013

£m

  

  

  

 

2014

£m

  

  

  

 

2013

£m

  

  

Barclays Africa Group Limited  320    343    2,247    2,204    189    342  
Other non-controlling interests  6    2    4    7    1    -  
Total  326    345    2,251    2,211    190    342  

Barclays Bank PLC owns 62.3% (2013: 62.3%) of Barclays Africa Group Limited.

418  |


Barclays Bank PLC data

Notes to the accounts

Summarised financial information for Barclays Africa Group Limited

Summarised financial information for Barclays Africa Group Limited, before intercompany eliminations, is set out below:

   

 

 
 

 

 

 

Barclays Africa Group
Limited

 

2014

 

  
  

 

  

 

 

 
 

 

 

 

Barclays Africa Group
Limited

 

2013

 

  
  

 

  

   

 

 

 

£m

 

  

  £m  
Income statement information   
Total income net of insurance claims   3,530    3,356  
Profit after tax   765    807  
Total other comprehensive income for the year, after tax   (7  (71
Total comprehensive income for the year   758    736  
Statement of Cash flows information   
Net cash inflows   43    109  
Balance sheet information   
Total assets   55,378    55,616  
Total liabilities   50,150    50,500  
Shareholder equity   5,228    5,116  
    

Profit attributable to Non-

Controlling interest

   

Equity attributable to Non-

Controlling interest

   

Dividends paid to Non-

Controlling interest

 
   2017   2016   2017   2016   2017   2016 
    £m   £m   £m   £m   £m   £m 

Barclays Africa Group Limited

   140    402    -    3,507    173    235 

Othernon-controlling interests

   4    3    1    15    -    - 

Total

   144    405    1    3,522    173    235 

o Dividends on ordinary shares

Ordinary dividends were paid to enable Barclays PLC to fund its dividend to shareholders.

The 20142017 financial statements include £821m (2013: £734m)£674m (2016: £638m) of dividendsdividend paid. This includes the final dividend declared in relation to 2013the prior year of £512m (2013:£373m) and£165m (2016: £502m), interim dividends of £309m (2013: 361m), resulting£208m (2016: £119m) and an additional £301m dividend paid to Barclays PLC which was then contributed to Group Service Company. These result in interim dividends of 13p (2013: 15p) per ordinary share and a total dividend for the year of 35p (2013: 31p)29p (2016: 27p) per ordinary share paid during the year.share.

Dividends paid on the 4.75%100 preference shares amounted to £394.46£415.65 per share (2013: £412.32)(2016: £370.20). Dividends paid on the 4.875%6.278% US$100 preference shares amounted to £385.81£483.37 per share (2013: £410.72)(2016: £467.05). Dividends paid on the 8.125% US$0.25 preference shares amounted to £1.58 per share (2016:

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    407


Barclays Bank PLC data

Notes to the accounts

£1.49). Dividends paid on the 6.0% £100 preference shares amounted to £600.00 per share (2013:(2016: £600.00). Dividends paid on which was redeemed during the 6.278% US$100 preference shares amounted to £383.45 per share (2013: £391.96). Dividends paid on the 6.625% US$0.25 preference shares amounted to £1.02 per share (2013: £1.06).year. Dividends paid on the 7.1% US$0.25 preference shares amounted to £1.09£0.36 per share (2013: £1.13). Dividends paid on(2016: £1.30) which was redeemed during the 7.75% US$0.25 preference shares amounted to £1.19 per share (2013: £1.24). Dividends paid on the 8.125% US$0.25 preference shares amounted to £1.25 per share (2013: £1.30).year.

Dividends paid on preference shares amounted to £441m (2013: £471m)£242m (2016: £339m). Dividends paid on other equity instruments amounted to £252m (2013: £4m)£639m (2016: £462m). For further detail on other equity instruments, please refer to Note i.

p Capital

The Barclays Bank PLC Group’s policies and objectives for managing capital are the same as those for the Barclays PLC Group, disclosed on pages 101 to 102.page 346.

The table below provides details of the Barclays Bank PLC Group at 31 December 2014.2017.

 

                                        
Regulatory capital  

 

 

 

 

 

2014

 

 

  

  

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

  

    £m     £m  
Fully loaded Common Equity Tier 1   41,513     40,387  
PRA Transitional Common Equity Tier 1   40,870     40,207  
PRA Transitional Tier 1   52,062     50,147  
PRA Transitional Total Capital Resources   66,343     66,447  

The capital composition of Barclays Bank PLC Group is broadly equivalent to Barclays PLC Group shown in the table on page 155.

Regulatory capital

            2017

£m

Fully loaded Common Equity Tier 1 capital

45,232

PRA transitional tier 1 capital

58,325

PRA transitional total regulatory capital

73,339

q Segmental reporting

Segmental reporting by Barclays Bank PLC is the same as that presented in the Barclays PLC financial statements, except for:

 

the difference in profit before tax of £53m (2013: £17m, 2012: £148m)£0.4bn (2016: £1.2bn) between Barclays PLC and Barclays Bank PLC is included in the Head Office FunctionsFunctions; and Other Operations and Investment Bank; and

 

the difference in total assets of £787m (2013: £573m)£3.9bn (2016: £0.9bn) is represented by holdingsmainly due to transfer of PPE and Intangible assets to Barclays PLC shares held for employee share schemes and the loan notes issued by Barclays Bank Plc issued loan notesPLC to fund the derivatives created in Barclays Plc.

PLC.

r Related Parties

The aggregate emoluments of all Directors and Officers of Barclays Bank PLC who held office during the year (2014: 34(2017: 30 persons, 2013: 382016: 33 persons, 2012: 292015: 33 persons) for the year ended 31st31 December 20142017 amounted to £57.0m (2013: £70.3m, 2012: £70.9m)£88.7m (2016: £71.3m; 2015: £52.5m). In addition, the aggregate amount set aside by the Bank and its subsidiaries for the year ended 31st31 December 2014,2017, to provide pension benefits for the Directors and Officers amounted to £0.3m (2013: £0.6m, 2012: £0.4m)£0.1m (2016: £0.2m; 2015: £0.3m).

408    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Additional Financial data

 

      
Selected financial statistics                  2017                   2016                   2015                   2014                   2013 
    %   %   %   %   % 
Return on average shareholders’ equitya   (3.3)    4.5    0.9    0.1    1.7 
Return on average total assetsb   (0.2)    0.2    -    -    0.1 
Average shareholders’ equity as a percentage of average total assets   5.0    5.1    4.9    4.6    3.9 

      
                   2017                   2016                   2015                   2014                   2013 
Selected income statement data  £m   £m   £m   £m   £m 
Continuing operations          
Interest income   13,631    14,423    13,947    14,200    14,361 
Interest expense   (3,883)    (2,966)    (2,584)    (4,056)    (4,851) 
Non-interest income   11,189    11,012    11,445    11,665    14,553 
Operating expenses   (15,689)    (16,348)    (18,536)    (18,178)    (19,534) 
Impairment charges   (2,336)    (2,373)    (1,762)    (1,821)    (2,601) 
Share ofpost-tax results of associates and joint ventures   70    70    41    28    (65) 
Profit on disposal of subsidiaries, associates and joint ventures   184    565    (637)    (473)    6 
Gain on acquisitions   -    -    -    -    26 
Profit before tax   3,166    4,383    1,914    1,365    1,896 
Profit attributable to equity holders of the parent   (1,937)    2,867    566    85    963 

      
                   2017                   2016                   2015                   2014                   2013 
Selected balance sheet data  £m   £m   £m   £m   £m 
Total shareholders’ equity   56,751    60,947    64,105    59,444    58,931 
Subordinated liabilities   24,193    23,871    21,955    21,685    22,249 
Deposits from banks, customer accounts and debt securities in issue   536,718    548,286    534,537    572,357    574,340 
Loans and advances to banks and customers   401,762    436,417    441,046    470,424    474,059 
Total assets   1,129,343    1,213,955    1,120,727    1,358,693    1,344,201 

Notes

aReturn on average shareholders’ equity represents profit attributable to the equity holders of the parent as a percentage of average shareholders’ equity.
bReturn on average total assets represents profit attributable to the equity holders of the parent as a percentage of average total assets.

 |  419Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    409


Barclays Bank PLCAdditional Financial data

Additional financial information

 

 

 

 

Selected financial statistics

   2014    2013    2012    2011    2010  
   

 

 

 

%

 

  

  %    %    %    %  
Return on average shareholders’ equitya   0.8    1.6     (0.5  5.6     6.6   
Return on average total assetsb   -    0.1        0.2    0.3  
Average shareholders’ equity as a percentage of average total assets   4.8    4.5     4.2    3.9     4.1   

    

      
   

 

 

 

2014

 

  

  2013    2012    2011    2010  
Selected income statement data  

 

 

 

£m

 

  

  £m    £m    £m    £m  
Continuing operations:      
Interest income   17,369    18,315    19,211    20,589    20,035  
Interest expense   (5,231  (6,662  (7,561  (8,393  (7,517
Non-interest income   13,677    16,810    13,807    20,927    19,696  
Operating expenses   (20,423  (21,974  (21,007  (20,881  (20,033
Impairment charges   (2,168  (3,071  (3,340  (5,602  (5,672
Share of post-tax results of associates and joint ventures   36    (56  110    60    58  
Profit/(loss) on disposal of subsidiaries, associates and joint ventures   (471  6    28    (94  81  
Gain on acquisitions   -    26    2    -    129  
Profit before tax   2,309    2,885    650    5,865    6,013  
Profit attributable to equity holders of the Parent:   528    963    (306  3,533    4,122  
      
   

 

 

 

2014

 

  

 

 

 

 

2013

 

  

 

 

 

 

2012

 

  

 

 

 

 

2011

 

  

 

 

 

 

2010

 

  

Selected balance sheet data  

 

 

 

£m

 

  

  £m    £m    £m    £m  
Total shareholders’ equity   63,794    63,220    59,923    63,933    60,619  
Subordinated liabilities   21,685    22,249    24,422    24,870    28,499  
Deposits from banks, customer accounts and debt securities in issue   572,357    574,340    587,787    581,334    574,134  
Loans and advances to banks and customers   470,424    474,059    472,809    485,277    472,793  
Total assets   1,358,693    1,344,201    1,512,777    1,588,555    1,523,736  

Notes

a Return on average shareholders’ equity represents profit attributable to the equity holders of the parent as a percentage of average shareholders’ equity.

b Return on average total assets represents profit attributable to the equity holders of the parent as a percentage of average total assets.

      
Ratio of earnings to fixed charges – Barclays Bank Plc                     2017                       2016                       2015                       2014                       2013 
   
        (In £m except for ratios) 
Ratio of earnings to fixed charges      
Fixed charges      
Interest expense   3,883   2,966   2,584   4,056   4,851 
Rental expense   118   204   157   207   219 
Total fixed charges   4,001   3,170   2,741   4,263   5,070 
Earnings      
Income before taxes andnon-controlling interests   3,166   4,383   1,914   1,365   1,896 
Less: unremittedpre-tax income of associated companies and joint ventures   (68  (53  (26  (34  102 
Total earnings excluding fixed charges   3,098   4,330   1,888   1,331   1,998 
Fixed charges   4,001   3,170   2,741   4,263   5,070 
Total earnings including fixed charges   7,099   7,500   4,629   5,594   7,068 
Ratio of earnings to fixed charges   1.77   2.37   1.69   1.31   1.39 
                  
Ratio of earnings to fixed charges and preference shares – Barclays
Bank Plc
  2017  2016  2015  2014  2013 
   
        (In £m except for ratios) 
Combined fixed charges, preference share dividends and similar appropriations      
Interest expense   3,883   2,966   2,584   4,056   4,851 
Rental expense   118   204   157   207   219 
Fixed charges   4,001   3,170   2,741   4,263   5,070 
Preference share dividends and similar appropriations   242   343   345   443   412 
Total fixed charges   4,243   3,513   3,086   4,706   5,482 
Earnings      
Income before taxes andnon-controlling interests   3,166   4,383   1,914   1,365   1,896 
Less: unremittedpre-tax income of associated companies and joint ventures   (68  (53  (26  (34  102 
Total earnings excluding fixed charges   3,098   4,330   1,888   1,331   1,998 
Fixed charges   4,243   3,513   3,086   4,706   5,482 
Total earnings including fixed charges   7,341   7,843   4,974   6,037   7,480 
Ratio of earnings to fixed charges, preference share dividends and similar appropriations   1.73   2.23   1.61   1.28   1.36 

 

420  |410    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F 


Barclays Bank PLC data

Additional financial information

                                                                                
Ratio of earnings to fixed charges – Barclays Bank Plc (unaudited)  

 

 

 

2014

 

  

  2013     2012     2011    2010  
   

 

 

 

(In £m except for ratios)

 

  

Ratio of earnings to fixed charges        
Fixed charges        
Interest expense   5,231    6,662     7,561     8,393    7,517  
Rental expense   261    254     251     268    254  
Total fixed charges   5,492    6,916     7,812     8,661    7,771  
Earnings        
Income before taxes and non-controlling interests   2,309    2,885     650     5,974    6,079  
Less: unremitted pre-tax income of associated companies and joint ventures   (45  95     (113   (47  (49
Total earnings excluding fixed charges   2,264    2,980     537     5,927    6,030  
Fixed charges   5,492    6,916     7,812     8,661    7,771  
Total earnings including fixed charges   7,756    9,896     8,349     14,588    13,801  
Ratio of earnings to fixed charges   1.41    1.43     1.07     1.68    1.78  
            
Ratio of earnings to combined fixed charges and preference dividends – Barclays Bank Plc (unaudited)   2014   

 

 

 

2013

 

  

   2012     2011    2010  
   

 

 

 

(In £m except for ratios)

 

  

Combined fixed charges, preference share dividends and similar appropriations        
Interest expense   5,231    6,662     7,561     8,393    7,517  
Rental expense   261    254     251     268    254�� 
Fixed charges   5,492    6,916     7,812     8,661    7,771  
Preference share dividends and similar appropriations   443    412     466     514    594  
Total fixed charges   5,935    7,328     8,278     9,175    8,365  
Earnings        
Income before taxes and non-controlling interests   2,309    2,885     650     5,974    6,079  
Less: unremitted pre-tax income of associated companies and joint ventures   (45  95     (113   (47  (49
Total earnings excluding fixed charges   2,264    2,980     537     5,927    6,030  
Fixed charges   5,935    7,328     8,278     9,175    8,365  
Total earnings including fixed charges   8,199    10,308     8,815     15,102    14,395  
Ratio of earnings to fixed charges, preference share dividends and similar appropriations   1.38    1.41     1.06     1.65    1.72  

|  421


Glossary of terms

    

    

    

Glossary of terms

‘A-IRB’ / ‘Advanced-Internal Ratings Based’ See ‘Internal Ratings Based (IRB) approach’.

‘ABS CDO Super Senior’ Super senior tranches of debt linked to collateralised debt obligations of asset backed securities (defined below). Payment of super senior tranches takes priority over other obligations.

‘Acceptances and endorsements’ An acceptance is an undertaking by a bank to pay a bill of exchange drawn on a customer. The Group expects most acceptances to be presented, but reimbursement by the customer is normally immediate. Endorsements are residual liabilities of the Group in respect of bills of exchange which have been paid and subsequently rediscounted.

‘Additional Tier 1 (AT1) capital’ In the context of CRD IV, a measuretype of a bank’s financial strengthcapital as defined in the Capital Requirements Regulation.Regulation (CRR).

‘Additional Tier 1 (AT1) securities’ Securities that are tradedtreated as additional tier 1 (AT1) capital in the context of CRD IV.

Adjusted attributable profit’ Adjusted profit, after tax and non-controlling interests’ share, attributable to the shareholders of Barclays’ PLC.

‘Adjusted basic earnings per share’ Basic earnings per share, based on adjusted attributable earnings.

‘Adjusted compensation: net operating income’ Compensation costs as a proportion of adjusted net operating income (adjusted income less credit impairment charges and other provisions).

‘Adjusted cost: income ratio’ Adjusted operating expenses (defined below) compared to adjusted income (defined below).

‘Adjusted income’ Total income net of insurance claims adjusted to exclude the impact of own credit, ESHLA loan valuation revision, gain on US Lehman acquisition assets, and gain on disposal of the investment in BlackRock, Inc.

‘Adjusted total operating expenses’ Total operating expenses adjusted to exclude the provision for Payment Protection Insurance and claims management costs (PPI redress), the provision for interest rate hedging redress, provision for ongoing investigations and litigation into Foreign Exchange and goodwill impairment.

‘Adjusted profit before tax’ Profit before tax adjusted to exclude the impact of own credit; ESHLA loan valuation revision, gain on US Lehman acquisition assets, gain on disposal of the investment in BlackRock Inc, provisions for Payment Protection Insurance and claims management costs (PPI redress) and interest rate hedging redress; provision for ongoing investigations and litigation into Foreign Exchange; loss on announced sale of the Spanish business; and goodwill impairment.

‘Adjusted return on average risk weighted assets’ Adjusted profit after tax as a proportion of average risk weighted assets.

‘Adjusted return on average shareholders’ equity’ Adjusted profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity

instruments, as a proportion of average shareholders’ equity, excluding non-controlling interests and other equity instruments.

‘Adjusted return on average tangible shareholders’ equity’ Adjusted profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average shareholders’ equity excluding non-controlling interests and other equity instruments adjusted for the deduction of intangible assets and goodwill.

Advanced Measurement Approach’ Under Basel II,CRD IV, operational risk charges can be calculated by using one of three methods (or approaches) that increase in sophistication and risk sensitivity: (i) the Basic Indicator Approach; (ii) the Standardised Approach; and (iii) the Advanced Measurement ApproachesApproach (AMA). Under the AMA the banks are allowed to develop their own empirical model to quantify required capital for operational risk. Banks can only use this approach subject to approval from their local regulators.

’Africa Banking’ The previously reported Africa Retail and Business Banking combined with other businesses across Africa previously reported within Barclaycard, the Investment Bank, Corporate Banking and Wealth Management. The Africa head office function is also included in Africa Banking. This combined Africa Banking business is managed under three primary businesses: Retail and Business Banking; Wealth, Investment Management and Insurance; and Corporate and Investment Banking. The resulting African business comprises the Barclays Africa Group Limited (BAGL) listed entity, together with Barclays Egypt and Zimbabwe businesses.

‘Agencies’ Bonds issued by state and / or government agencies or government-sponsored entities.

‘Agency Mortgage-Backed Securities’ Mortgage-Backed Securities issued by government-sponsored institutions.entities.

‘All price risk (APR)’ An estimate of all the material market risks, including rating migration and default for the correlation trading portfolio.

‘American Depository Receipts (ADR)’ A negotiable certificate that represents the ownership of shares in anon-US company (for example Barclays) trading in US financial markets.

‘Americas’ Geographic segment comprising the USA, Canada and countries where Barclays operates within Latin America.

‘Annual Earnings at Risk (AEaR)’ Impact on earningsA measure of the potential change in Net Interest Income (NII) due to an adverse interest rate movements over a parallel (upward or downward) movement in interest rates.predefined time horizon.

‘Application scorecards’ Algorithm based decision tools used to aid business decisions and manage credit risk based on available customer data at the point of application for a product.

‘Arrears’ Customers are said to be in arrears when they are behind in fulfilling their obligations with the result that an outstanding loan is unpaid or overdue. Such customers are also said to be in a state of delinquency. When a customer is in arrears, their entire outstanding balance is said to be delinquent, meaning that delinquent balances are the total outstanding loans on which payments are overdue.

‘Arrears Managed accounts’Accounts’ Arrears Managed accountsAccounts are principally Business Lending customers in arrears with an exposure

422  |


Glossary

limit less than £50,000 in the UK and100,000 in Europe, supervised using processes designed to manage a homogeneous set of assets.

‘Asia’ Geographic segment comprising countries where Barclays operates within Asia (including Singapore, Japan, China and India), Australasia and the Middle East.

‘Asset Backed Commercial Paper’ Typically short-term notes secured on specified assets issued by consolidated special purpose entities for funding purposes.

‘Asset Backed Securities (ABS)’ Securities that represent an interest in an underlying pool of referenced assets. The referenced pool can comprise any assets which attract a set of associated cash flows but are commonly pools of residential or commercial mortgages and, in the case of Collateralised Debt Obligations (CDOs), the referenced pool may be ABS or other classes of assets.

‘Attributable profit’ Profit after tax that is attributable to ordinary equity holders of the parentBarclays PLC adjusted for the after tax amounts of capital securities classified as equity.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    411


Glossary of terms

‘Average allocated tangible shareholders equity’ Calculated as the average of the previous month’s period end allocated tangible shareholders’ equity and the current month’s period end allocated tangible shareholders’ equity. The average allocated tangible shareholders’ equity for the quarter / year is the average of the monthly averages within that quarter / year.

‘Average tangible shareholders equity’ Calculated as the average of the previous month’s period end tangible shareholders’ equity and the current month’s period end tangible shareholders’ equity. The average tangible shareholders’ equity for the quarter / year is the average of the monthly averages within that quarter / year.

‘Back testing’ Includes a number of techniques that assess the continued statistical validity of a model by simulating how the model would have predicted recent experience.

‘BAGL’ or ‘Barclays Africa’ Barclays Africa Group Limited, which was previously a subsidiary of the Group. Following a sell down of shares resulting in a loss of control, the Group’s shareholding in BAGL is now classified as an Available for Sale asset.

‘Balance weighted Loan to Value (LTV) ratio’ In the context of the credit risk disclosures on secured home loans, a means of calculating marked to market LTVs derived by calculating individual LTVs at account level and weighting it by the balances to arrive at the average position. Balance weighted loan to value is calculated using the following formula: LTV = ((loan balance 1 x MTM LTV% for loan 1) + (loan balance 2 x MTM LTV% for loan 2) + … ))... ) / total outstandings in portfolio.

‘The Bank’ Barclays Bank PLC.

‘Barclaycard’ An international consumer payments companybusiness serving the needs of businesses and consumers through credit cards, consumer lending, merchant acquiring, commercial cards and point of sale finance. Barclaycard has scaled operations in UK, US, Germany Iberia and Scandinavia.

‘Barclays Core’Operating businesses’ The Corecore Barclays businesses operated by Barclays UK (which include the UK Personal business, of Personalthe small UK Corporate and Corporate Banking, Barclaycard, Africa BankingUK Wealth businesses and the Barclaycard UK consumer credit cards business) and Barclays International (which include the large UK Corporate business; the international Corporate and Wealth businesses; the

Investment Bank, along with Head OfficeBank; the international Barclaycard business; and Other Operations. See also ‘Barclays Non-Core’Barclaycard Business Solutions).

‘Barclays Direct’ A Barclays brand, comprising the savings and mortgage businesses acquired from ING Direct UK in March 2013.businesses.

‘Barclays Non-Core’International’ ThisThe division of Barclays which will not ultimately be ring-fenced as part of regulatory ring fencing requirements. The division includes the large UK Corporate business; the international Corporate and Wealth businesses; the Investment Bank; the international Barclaycard business (consisting of the US, German and Nordic consumer credit cards businesses); and Barclaycard Business Solutions (including merchant acquiring).

‘BarclaysNon-Core’ The previously reported unit groups togethercomprising of a group of businesses and assets that are not strategically attractive to Barclays and that will bewere exited or run down over time. See also ‘Barclays Core’by Barclays, which was closed in 2017.

Basel 2’Barclays UK’ The seconddivision of Barclays which will be ring-fenced as part of regulatory ring fencing requirements. The division includes the Basel accords. It sets a framework of minimum capital requirements for banks – coveringUK Personal business; the small UK Corporate and UK Wealth businesses; and the Barclaycard UK consumer credit operational and market risk; supervisory review of banks’ assessment of capital adequacy and disclosure requirements.cards business.

‘Basel 3’ The third of the Basel Accords on banking supervision. Developed in response to the financial crisis of 2008, setting new

requirements on composition of capital, counterparty credit risk, liquidity and leverage ratios.

‘Basel Committee of Banking Supervisors (BCBS or The Basel Committee)’ A forum for regular cooperation on banking supervisory matters which develops global supervisory standards for the banking industry. Its members are officials from central banks or prudential supervisors from 27 countries and territories.

BCBS 270 leverage exposure’ The denominator of the internationally agreed Basel III leverage ratio. The exposure measure makes certain adjustments to Total assets under IFRS in accordance with the requirements stated in BCBS 270 (“Basel III leverage ratio framework and disclosure requirements”).

Basis point(s)’ / ‘bp(s)’ One hundredth of a per cent (0.01%); 100 basis points is 1%. The measure is used in quoting movements in interest rates, yields on securities and for other purposes.

‘Basis risk’ Measures the impactIndex/Tenor risk, that arises when floating rate products are linked to different interest rate indices, which are imperfectly correlated, especially under stressed market conditions.

412    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of changes in tenor basis (e.g., the basis between swaps vs. 3 month (3M) Libor and swaps vs. 6 month (6M) Libor) and cross currency basis.terms

‘Behavioural scorecards’ Algorithm based decision tools used to aid business decisions and manage credit risk based on existing customer data derived from account usage.

BIPRU’ The Prudential sourcebook for Banks Building Societies and Investment Firms maintained by the FCA.

Book quality’ In the context of the Funding Risk, Capital Risk section, changes in RWAs caused by factors such as underlying customer behaviour or demographics leading to changes in risk profile.

‘Book size’ In the context of the Funding Risk, Capital Risk section, changes in RWAs driven by business activity, including net originations or repayments.

‘Businesses’ In the context ofNon-Core Analysis of Total income, Barclays Non Core Businessesbusinesses comprise ongoing businesses seeking to besold-off or run down including Europe retail andnon-core elements of the Investment Bank and other non strategic businesses.

‘Business Lending’ Business Lending in Personal and Corporate BankingBarclays UK that primarily relates to small and medium enterprises typically with exposures up to £3m or with a turnover up to £5m.

‘Business scenario stresses’ Multi asset scenario analysis of extreme, but plausible events that may impact the market risk exposures of the Investment Bank.

‘Buy to let mortgage’ A mortgage where the intention of the customer (investor) was to let the property at origination.

‘Capital Conservation Buffer (CCB)’ Additional Common Equity Tier 1 capital required to be held under Basel III rulesCRD IV to ensure that banks build up surplus capital outside periods of stress which can be drawn down if losses are incurred.

‘Capital deduction approach’ An approach available to institutions when calculating risk-weighted assets for securitisation exposures. It is the same as a deduction from capital where the most punitive risk weight of 1250% is applied (assuming 8% Capital Adequacy ratio).

‘Capital ratios’ Key financial ratios measuring the Group’s capital adequacy or financial strength. These include the CET 1CET1 ratio, Tier 1 capital ratio and Total Capitalcapital ratio.

|  423


Glossary

‘Capital requirements’ Amount to be held by the Group to cover the risk of losses to a certain confidence level.

‘Capital Requirements Regulation (CRR)’ Regulation (EU) No 575/2013, which accompanies CRD IV and sets out detailed rules for capital eligibility, the calculation of RWAs, the measurement of leverage, the management of large exposures and minimum standards for liquidity.

‘Capital requirements on the underlying exposures (KIRB)’ An approach available to banks when calculating risk weighted assets (RWA) for securitisation exposures. This is based upon the RWA amounts that would be calculated under the IRB approach for the underlying pool of securitised exposures in the program, had such exposures not been securitised.

‘Capital resources’ Financial instruments on balance sheet that are eligible to satisfy capital requirements.

‘Central Counterparty’ / ‘Central Clearing Counterparties (CCPs)’ A clearing house mediating between the buyer and the seller in a financial transaction, such as a derivative contract or repurchase agreement (repo). Where a central counterparty is used, a single bilateralbi-lateral contract between the buyer and seller is replaced with two contracts, one between the buyer and the CCP and one between the CCP and the seller. The use of CCPs allows for greater oversight and improved credit risk mitigation inover-the-counter (OTC) markets.

‘Charge-off’ In the retail segment this refers to the point in time when collections activity changes from the collection of arrears to the recovery of the full balance. This is normally when six payments are in arrears.

‘Chargesadd-on and non VaR’ In the context of risk weighted assets,Risk Weighted Assets, any additional Market Risk not captured within Modelled VaR, including Incremental Risk chargesCharges and Correlation Risk.

‘Client Assets’ Assets managed or administered by Barclays on behalf of clients including Assetsassets under Managementmanagement (AUM), Custodycustody assets, Assetsassets under Administrationadministration and client deposits.

‘CLOs and Other insured assets’ Highly rated CLO positions wrapped by monolines,non-CLOs wrapped by monolines and other assets wrapped with Credit Support Annex (CSA) protection.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    413


Glossary of terms

‘Collateralised Debt Obligation (CDO)’ Securities issued by a third party which reference Asset Backed Securities (ABSs) (defined above) and/or certain other related assets purchased by the issuer. CDOs may feature exposure tosub-prime mortgage assets through the underlying assets.

‘Collateralised Loan Obligation (CLO)’ A security backed by the repayments from a pool of commercial loans. The payments may be made to different classes of owners (in tranches).

‘Collateralised Mortgage Obligation (CMO)’ A type of security backed by mortgages. A special purpose entity receives income from the mortgages and passes them on to investors of the security.

‘Collectively assessed impairment allowances’ Impairment of financial assets is measured collectively where a portfolio comprises homogenous assets and where appropriate statistical techniques are available.

Combined Buffer Requirement’ In the context of the CRD IV capital obligations, the combined requirements of the Capital Conservation Buffer, the GSII Buffer, the OSII buffer, the Systemic Risk buffer and an institution specific counter-cyclical buffer.

Commercial paper (CP)’ Short-term notes issued by entities, including banks, for funding purposes.

‘Commercial real estate’estate (CRE)’ Commercial real estate includes office buildings, industrial property, medical centres, hotels, retail stores, shopping centres, farm land, multifamily housing buildings, warehouses, garages, and industrial properties and other similar properties. Commercial real estate loans are loans backed by a package of commercial real estate. Note: for the purposes of the Credit Risk section, the UK CRE portfolio includes property investment, development, trading and housebuilders but excludes social housing contractors.

‘Committee of Sponsoring Organisations of the Treadway Commission Framework (COSO)’ A joint initiative of five private sector organisations dedicated to providing development of frameworks and guidance on enterprise risk management, internal control and fraud deterrence.

‘Commodity derivatives’ Exchange traded andover-the-counter (OTC) derivatives based on an underlying commodity (e.g. metals, precious metals, oil and oil related, power and natural gas).

‘Commodity risk’ Measures the impact of changes in commodity prices and volatilities, including the basis between related commodities (e.g. Brent vs. WTI crude prices).

‘Common Equity Tier 1 (CET1) capital’ In the context of CRD IV, a measuretype of capital that is predominantly common equity as defined by the Capital Requirements Regulation.Regulation, predominantly consisting of common equity.

‘Common Equity Tier 1 (CET 1)(CET1) ratio’ A measure of the Group’s common equityCommon Equity Tier 1 capital as a percentage of risk-weighted assetsRisk Weighted Assets under CRD IV. The Group must meet a prescribed ratio.

‘Compensation: income ratio’ The ratio of compensation paid to employeesexpense over total income net of insurance claims.income. Compensation represents total staff costs lessnon-compensation items consisting of outsourcing, bank payroll tax, staff training, redundancy costs and retirement costs.

Comprehensive Risk Measure (CRM)’ An estimate of all the material market risks, including rating migration and default for the correlation trading portfolio. Also referred to as All Price Risk (APR) and Comprehensive Risk Capital Charge (CRCC).

Constant Currency Basis’ ExcludesExcluding the impact of foreign currency conversion to GBP when comparing financial results in two different financial periods.

‘Contingent capital notes (CCNs)’ Interest bearing debt securities issued by Barclays PLC or its subsidiaries that are either permanently written off or converted into an equity instrument from the issuer’s perspective in the event of Barclays PLCthe Group’s core tier 1 (CT1) or common equity tierCommon Equity Tier 1 (CET1) ratio, as appropriate, falling below a specified level.

‘Core deposit intangibles’ Premium paid to acquire the deposit base of an institution.

‘Correlation risk’ Refers to the change in marked to market value of a security when the correlation between the underlying assets changes over time.

414    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of terms

‘Corporate and Investment Banking (CIB)’ Barclays Corporate and Investment Banking businesses which form part of Barclays International.

‘Cost: income ratio’ Operating expenses compared todivided by total income net of insurance claims.income.

‘Cost of Equity’ The rate of return targeted by the equity holders of a company.

‘Cost: net operating income ratio’ Operating expenses compared to total income net of insurance claims less credit impairment charges and other provisions.

‘Cost to Achieve (CTA)’Non-recurring investment in initiatives whichto drive cost and business efficiency across Barclays ambition to become the “Go-To” Bank.through rightsizing, industrialisation and innovation.

Cost to income jaws’ Relationship of the percentage change movement in total operating expenses relative to total income net of insurance claims.income.

424  |


Glossary

‘Counter-Cyclical Capital Buffer (CCCB)(CCyB) RegulatoryCET1 Capital of up to 2.5% of risk weighted assets that is required to be held under Basel IIICRD IV rules to ensure that banks build up surplus capital when macroeconomicsmacroeconomic conditions indicate areas of the economy are overheating.

‘Countercyclical leverage ratio buffer (CCLB)’ A macroprudential buffer that applies to all Prudential Regulation Authority (PRA) regulated institutions from 2018 and is calculated at 35% of any risk weighted countercyclical capital buffer set by the Financial Policy Committee (FPC). The CCLB applies in addition to the minimum of 3% and anyG-SII additional Leverage Ratio Buffer that applies.

‘Counterparty credit risk’ In the context of Risk Weighted Assets, by Risk, a component of risk weighted assetsRisk Weighted Assets that represents the risk of loss in derivatives, repurchase agreements and similar transactions resulting from the default of the counterparty.

‘Coverage ratio’ In the context of the creditCredit risk disclosures, impairment allowances as a percentage of credit risk loanCredit Risk Loan balances.

‘Covered bonds’ Debt securities backed by a portfolio of mortgages that are segregated from the issuer’s other assets solely for the benefit of the holders of the covered bonds.

‘CRD III’ The Third Capital Requirements Directive. An EU Directive that came into force on 31 December 2011 updating market risk capital requirements and requirements relating to securitisation.

‘CRD IV’ The Fourth Capital Requirements Directive, an EU Directive and an accompanying Regulation (CRR) that together prescribe EU capital adequacy and liquidity requirements and implements Basel 3 in the European Union. CRD IV has come into effect on 1 January 2014.

’Credit conversion factor (CCF)’ Factor used to estimate the risk fromoff-balance sheet commitments for the purpose of calculating the total Exposure at Default (EAD) used to calculate risk weighted assetsRisk Weighted Assets (RWAs).

‘Credit default swaps (CDS)’ A contract under which the protection seller receives premiums or interest-related payments in return for contracting to make payments to the protection buyer in the event of a defined credit event. Credit events normally include bankruptcy, payment default on a reference asset or assets, or downgrades by a rating agency.

‘Credit derivatives (CDs)’ An arrangement whereby the credit risk of an asset (the reference asset) is transferred from the buyer to the seller of the protection.

‘Credit enhancements’ See ‘Liquidity and Credit enhancements’.

‘Credit impairment charges’ Also known as ‘credit impairment’. Impairment charges on loans and advances to customers and banks and in respect of undrawn facilities and guarantees (see ‘Loan impairment’) and impairment charges on available for sale assets and reverse repurchase agreements.

‘Credit market exposures’ Assets and other instruments relating to commercial real estate and leveraged finance businesses that have been significantly impacted by the deterioration in the global credit markets. The exposures include positions subject to fair value movements in the Income Statement, positions that are classified as loans and advances and available for sale and other assets.

‘Credit Products’ Represents Creditcredit products and Securitised Products income.Products.

‘Credit quality step’ In the context of the Standardised Approach to calculating credit risk RWAs, a “credit quality assessment scale”

maps the credit assessments of a recognised credit rating agency or export credit agency to credit quality steps that determine the risk weight to be applied to an exposure.

‘Credit Rating’ An evaluation of the creditworthiness of an entity seeking to enter into a credit agreement.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    415


Glossary of terms

‘Credit risk’ The risk of the Group suffering financial loss if a counterparty fails to fulfil its contractual obligations to the Group under a loan agreement or similar. In the context of Risk Weighted Assets, by Risk, it is the component of risk weighted assetsRisk Weighted Assets that represents the risk of loss in loans and advances and similar transactions resulting from the default of the counterparty.

‘Credit Risk Loans (CRLs)’ A loan becomes a credit risk loan when evidence of deterioration has been observed, for example a missed payment or other breach of covenant. A loan may be reported in one of three categories: (i) impaired loans,loans; (ii) accruing past due 90 days or more,more; and (iii) impaired or restructured loans. These may include loans which, while impaired, are still performing but have associated individual impairment allowances raised against them.

‘Credit risk mitigation’ A range of techniques and strategies to actively mitigate credit risks to which the bank is exposed. These can be broadly divided into three types; Collateral, Nettingcollateral, netting andset-off, and Risk Transfer.risk transfer.

‘Credit spread’ The premium over the benchmark or risk-free rate required by the market to accept a lower credit quality.

‘Credit Valuation Adjustment (CVA)’ The difference between the risk-free value of a portfolio of trades and the market value which takes into account the counterparty’s risk of default. The CVA therefore represents an estimate of the adjustment to fair value that a market participant would make to incorporate the credit risk of the counterparty due to any failure to perform on contractual agreements.

‘CRL Coverage’ Impairment allowances as a percentage of total CRL (See ‘Credit Risk Loans’). Also known as the ‘CRL coverage ratio’.

CRR leverage exposure’ Is calculated in accordance with article 429 as per the CRR which was amended effective from January 2015.

‘CRR leverage ratio’ As per the CRR which was amended effective from January 2015, is calculated as the using theend-point CRR definition of Tier 1 capital for the numerator and the CRR definition of leverage exposure as the denominator.

Customer assets’ Represents loans and advances to customers. Average balances are calculated as the sum of all daily balances for the year to date divided by number of days in the year to date.

‘Customer deposits’ In the context of Funding Risk, Liquidity Risk section, money deposited by all individuals and companies that are not credit institutions. Such funds are recorded as liabilities in the Group’s balance sheet under Customer Accounts.

‘Customer liabilities’ Customer deposits.

‘Customer net interest income’ The sum of customer asset and customer liability net interest income. Customer net interest income reflects interest related to customer assets and liabilities only and does not include any interest on securities or othernon-customer assets and liabilities.

‘CVA volatility charge’ The volatility charge added to exposures that adjusts formid-market valuation on a portfolio of transactions with a counterparty. This is to reflect the current market value of the credit risk associated with the counterparty to the Bank. The charge is prescribed by the CRR.

‘Daily Value at Risk (DVaR)’ An estimateA measure of the potential loss which might ariseof value arising from unfavourable market movements under normal market conditions,at a specific confidence level, if the current positions were to be held unchanged for one business day, measured to a specified confidence level.day.

|  425


Glossary

‘DBRS’ A credit rating agency.

‘Debit Valuation Adjustment (DVA)’ The opposite of credit valuation adjustmentCredit Valuation Adjustment (CVA). It is the difference between the risk-free value of a portfolio of trades and the market value which takes into account the Group’s risk of default. The DVA, therefore, represents an estimate of the adjustment to fair value that a market participant would make to incorporate the credit risk of the Group due to any failure to perform on contractual agreements.obligations. The DVA decreases the value of a liability to take into account a reduction in the remaining balance that would be settled should the Group default or not perform in terms ofany contractual agreements.obligations.

‘Debtbuy-backs’ Purchases of the Group’s issued debt securities, including equity accounted instruments, leading to theirde-recognition from the balance sheet.

416    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of terms

‘Debt securities in issue’ Transferable certificates ofsecurities evidencing indebtedness of the Group to the bearer of the certificates.Group. These are liabilities of the Group and include certificates of deposit.deposit and commercial paper.

‘Default grades’ Barclays classify ranges of default probabilities into a set of 21 intervals called default grades, in order to distinguish differences in the probability of default risk.

Default fund contributions’ The amount of contribution made by members of a central counterparty (CCP). All members are required to contribute to this fund in advance of using a CCP. The default fund can be used by the CCP to cover losses incurred by the CCP where losses are greater than the margins provided by that member.

Derivatives’ In the context ofNon-Core Analysis of Total income, Derivatives comprise non strategic businesses from thenon-core Investment Bank.Bank

‘Derivatives netting’ Adjustments applied across asset and liabilitymark-to-market derivative positions pursuant to legally enforceable bilateral netting agreements and eligible cash collateral received in derivative transactions that meet the requirements of BCBS 270.

‘Diversification effect’ Reflects the fact the risk of a diversified portfolio is smaller than the sum of the risks of its constituent parts. It is measured as the sum of the individual asset class DVaR (see above) estimates less the total DVaR.

‘Dodd-Frank Act (DFA)’ The US Dodd-Frank Wall Street Reform and Consumer Protection Act. The DFA is intended to address perceived deficiencies and gaps in the regulatory framework for financial services in the United States and implements comprehensive changes across the financial regulatory landscape.Act of 2010.

‘Early warning lists (EWL)’ Categorisations for wholesale customers used within Personal and Corporate Banking to identify at an early stage those customers where it is believed that difficulties may develop, allowing timely corrective action to be taken. There are three categories of EWL, with risk increasing from EWL 1 (caution) to EWL 2 (medium) and EWL 3 (high). It is expected that most cases would be categorised EWL 1 before moving to 2 or 3, but it is recognised that some cases may be categorised to EWL 2 or 3 directly.

‘Early Warning List (EWL) Managed accounts’ EWL Managed accounts are Business Lending customers that exceed the Arrears Managed Accounts limits and are monitored with standard processes that record heightened levels of risk through an EWL grading.

‘Earnings per Share contribution’ The attributable profit or loss generated by a particular business or segment divided by the weighted average number of Barclays shares in issue to illustrate on a per share basis how that business or segment contributes total EPS.earnings per share.

‘Economic Value of Equity (EVE)’ ChangeA measure of the potential change in the present value of the banking book of a parallel (upward or downward)expected future cash flows due to an adverse interest rate shock.movement, based on existing balance sheetrun-off profile.

‘Encumbrance’ The use of assets to secure liabilities, such as by way of a lien or charge.

‘Enterprise Risk Management Framework (ERMF)’ Barclays Riskrisk management responsibilities are laid out in the Enterprise Risk Management Framework. ThisFramework, which describes how Barclays identifies and manages risk. The framework which was introduced in 2013, creates clear ownership and accountability, ensuresidentifies the Group’s most significant risk exposures are controlled, understood and managed in accordance with agreedprincipal risks faced by the Group; sets out risk appetite requirements; sets out roles and ensures regular reporting of bothresponsibilities for risk exposuresmanagement; and the operating effectiveness of controls. This framework also clarifies the definition of the three lines of defence and extends its scope to all businesses and functions.sets out risk committee structure.

‘Equities’ Trading businesses encompassing Cash Equities, Equity Derivatives & Equity Financing.Financing

‘Equity and stock index derivatives’ Derivatives whose value is derived from equity securities. This category includes equity and stock index swaps and options (including warrants, which are equity options listed on an exchange). The Group also enters into fund-linked derivatives, being swaps and options whose underlyings include mutual funds, hedge funds, indices and multi-asset portfolios. Anequity swap is an agreement between two parties to exchange periodic payments, based upon a notional principal amount, with one side paying fixed or floating interest and the other side paying based on the actual return of the stock or stock index. Anequity option provides the buyer with the right, but not the obligation, either to purchase or sell a specified stock, basket of stocks or stock index at a specified price or level on or before a specified date.

‘Equity risk’ In the context of trading book capital requirements, the risk of change in market value of an equity investment.

‘Equity structural hedge’ An interest rate hedge in place to managereduce earnings volatility of the volatility in net earnings generated by businesses onovernight / short term equity investment and to smoothen the Group’s equity, with the impact allocated to businesses in line with their economic capital usage.income over a medium/long term.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    417


Glossary of terms

‘Euro Interbank Offered Rate (EURIBOR)’ A benchmark interest rate at which banks can borrow funds from other banks in the European interbank market.

‘Europe’ Geographic segment comprising countries in which Barclays operates within the EU (excluding UK), Northern Continental and Eastern Europe.

‘European Securities and Markets Authority (ESMA)’ An independent European Supervisory Authority with the remit of enhancing the protection of investors and reinforcing stable and well-functioning financial markets in the European Union. ESMA replaced the Committee of European Securities Regulators (CESR) on 1 January 2011.

426  |


Glossary

‘Expected losses’ The Group’s measure of anticipated losses for exposures captured under an internal ratings based credit risk approach for capital adequacy calculations. It is measured as the Barclays modelled view of anticipated losses based on Probability of Default (PD), Loss Given Default (LGD) and Exposure at Default (EAD), with a one year time horizon.

’Expert lender models’ Models of risk measures that are used for parts of the portfolio where the risk drivers are specific to a particular counterparty, but where there is insufficient data to support the construction of a statistical model. These models utilise the knowledge of credit experts that have in depth experience of the specific customer type being modelled.

‘Exposure’ Generally refers to positions or actions taken by the firm, or consequences thereof, that may put a certain amount of a bank’s resources at risk.

‘Exposure Atat Default (EAD)’ The estimation of the extent to which Barclays may be exposed to a customer or counterparty in the event of, and at the time of, that counterparty’s default. At default, the customer may not have drawn the loan fully or may already have repaid some of the principal, so that exposure may be less than the approved loan limit.

‘External Credit Assessment Institutions (ECAI)’ Institutions whose credit assessments may be used by credit institutions for the determination of risk weight exposures according to the Capital Requirements Directives (CRD).CRD IV.

‘F-IRB / Foundation-Internal Ratings Based’ See ‘Internal Ratings Based (IRB) approach’.

‘Financial Conduct Authority (FCA)’ The statutory body responsible for conduct of business regulation and supervision of UK authorised firms from 1 April 2013.firms. The FCA also has responsibility for the prudential regulation of firms that do not fall within the PRA’s scope.

‘Financial Services Compensation Scheme (FSCS)’ The UK’s fund for compensation of authorised financial services firms that are unable to pay claims.

‘Financial collateral comprehensive method (FCCM)’ A counterparty credit risk exposure calculation approach which applies volatility adjustments to the market value of exposure and collateral when calculating risk weighted asset values.

‘Fitch’ A credit rating agency.

‘Forbearance’ Forbearance programmes to assist customers in financial difficulty through agreements to accept less than contractual amounts due where financial distress would otherwise prevent satisfactory repayment within the original terms and conditions of the contract. These agreements may be initiated by the customer, Barclays or a third party and include approved debt counselling plans, minimum due reductions, interest rate concessions and switches from capital and interest repayments to interest-only payments.

Forbearance Programmes for Credit CardsCards’ Can be split into 2 main types:Repayment plans-plans- A temporary reduction in the minimum payment due, for a maximum of 60 months. This may involve a reduction in interest rates to prevent negative amortization;Fully amortising-amortising- A permanent conversion of the outstanding balance into a fully amortising loan, over a maximum period of 60 months for cards and 120 months for loans.

‘Forbearance Programmes for Home Loans’ Can be split into 4 main types:Interest-only conversions- A temporary change from a capital and interest repayment to an interest-only repayment, for a maximum of 24 months;Interest rate reductions-reductions- A temporary reduction in interest rate, for a maximum of 12 months;Payment concessions-concessions- An agreement to temporarily accept reduced loan repayments, for a maximum of 24 months;Term extensions-extensions- A permanent extension to the loan maturity date which may involve a reduction in interest rates, and usually involves the capitalisation of arrears.

418    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of terms

‘Forbearance Programmes for Unsecured Loans’ Can be split into 43 main types:Payment concessions-concessions- An agreement to temporarily accept reduced loan repayments, for a maximum of 12 months;Term extensions-extensions- A permanent extension to the loan maturity date, usually involving the capitalisation of arrears;Fully amortising-amortising- A permanent conversion of the outstanding balance into a fully amortising loan, over a maximum period of 60 months for cards and 120 months for loans.

‘Foreclosures in Progress’ The process by which the bank initiates legal action against a customer with the intention of terminating a loan agreement whereby the bank may repossess the property subject to local law and recover amounts it is owed.

‘Foreign exchange derivatives’ The Group’s principal exchange rate-related contracts are forward foreign exchange contracts, currency swaps and currency options.Forward foreign exchange contracts are agreements to buy or sell a specified quantity of foreign currency, usually on a specified future date at an agreed rate. Acurrency swapCurrency swaps generally involves the exchange, or notional exchange, of equivalent amounts of two currencies and a commitment to exchange interest periodically until the principal amounts arere-exchanged on a future date.Currency options provide the buyer with the right, but not the obligation, either to purchase or sell a fixed amount of a currency at a specified exchange rate on or before a future date. As compensation for assuming the option risk, the option writer generally receives a premium at the start of the option period.

‘Foreign exchange risk’ In the context of DVaR, the impact of changes in foreign exchange rates and volatilities.

‘Front Arena’ A deal solution that helps to trade and manage positions and risk in the global capital markets.

‘Full time equivalent’ Full time equivalent units are theon-job hours paid for employee services divided by the number of ordinary-time hours normally paid for a full-time staff member when on the job (or contract employees where applicable).

‘Fully loaded’ When a measure is presented or described as being on a fully loaded basis, it is calculated without applying the transitional provisions set out in Part Ten of the CRD IV Regulation.IV.

‘Fully loaded CET1 ratio’ An estimatedA risk based ratio calculated as CRD IV Common Equity Tier 1 capital divided by CRD IV Risk Weighted Assets (before the application of transitional provisions set out in CRD IV and interpretive guidance published by the PRA).

‘Funding for Lending Scheme (FLS)’ Scheme launched by the Bank of England in July 2012 to incentivise banks and building societies to lend to UK households andnon-financial companies through reduced funding costs, the benefits of which are passed on to UK borrowers in the form of cheaper and more easily available loans.

|  427


Glossary

‘Funding mismatch’ In the context of Eurozone balance sheet funding exposures, the excess of local euro denominated external assets, such as customer loans, over local euro denominated liabilities, such as customer deposits.

‘Funding risk’ The risk that the Group may not be able to achieve its business plans due to being unable to maintain appropriate capital ratios (Capital Risk), being unable to meet its obligations as they fall due or meet regulatory liquidity requirements (Liquidity Risk), rating agency methodology changes or of adverse changes in interest rate curves impacting structural hedges of non – interest bearing assets/ liabilities or on income or foreign exchange rates on capital ratios (Structural risk).

‘Funds and fund-linked products’ Includes holdings in mutual funds, hedge funds, fund of funds and fund linked derivatives.

‘Gains on acquisitions’ The amount by which the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities, recognised in a business combination, exceeds the cost of the combination.

‘General market risk’ The risk of a price change in a financial instrument due to a change in level of interest rates or owing to a broad equity market movement unrelated to any specific attributes of individual securities.

General Prudential Sourcebook (GENPRU)Global-Systemically Important Banks(G-SIBs orG-SIIs) Along with the “Prudential sourcebook for Banks, Building Societies and Investment Firms” (BIPRU), GENPRU contains the rules that implement the Capital Requirements Directive in the United Kingdom.

‘Globally-Systemically Important Financial Institutions (G-SIFIs)’ Global financial institutions whose size, complexity and systemic interconnectedness, mean that their distress or failure would cause significant disruption to the wider financial system and economic activity. The Financial Stability Board (FSB) and the Basel Committee on Banking Supervision (BCBS) have identified an initial grouppublish a list of 29 globally systemically important banks.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    419


Glossary of terms

‘G-SII additional leverage ratio buffer(G-SII ALRB)’ A macroprudential buffer that applies to globally systemically important banks(G-SIBs) and other major domestic UK banks and building societies, including banks that are subject to ring-fencing requirements. TheG-SII ALRB will be calibrated as 35% (on a phased basis) of the combined systemic risk buffers that applies to the bank.

‘GSII Buffer’ Common Equity Tier 1 capital required to be held under CRD IV to ensure thatG-SIBs build up surplus capital to compensate for the systemic risk that such institutions represent to the financial system.

’Grandfathering’ In the context of CRD IV capital resources, the application of the rules on instrument eligibility during the transitional period as defined in the Capital Requirements Regulation.

‘Grosscharge-off rates’ Represents the balancescharged-off to recoveries in the reporting period, expressed as a percentage of average outstanding balances excluding balances in recoveries.Charge-off to recoveries generally occurs when the collections focus switches from the collection of arrears to the recovery of the entire outstanding balance, and represents a fundamental change in the relationship between the bank and the customer. This is a measure of the proportion of customers that have gone into default during the period.

‘Gross new lending’ New lending advanced to customers during the period.

‘Group’ Barclays PLC together with its subsidiaries.

Group Service Company’ or ‘BSerL’ Barclays Services Limited, the Group services company set up to provide services to Barclays UK and Barclays International to deliver operational continuity.

Guarantee’ Unless otherwise described, an undertaking by a third party to pay a creditor should a debtor fail to do so. It is a form of credit substitution.

‘Head Office and Other Operations’ A business segment comprising Brand and Marketing, Finance, Head Office, Human Resources, Internal Audit, Legal and Compliance, Risk, Treasury and Tax and other operations.

‘High Net Worth’ Businesses within PersonalBarclays UK and Corporate BankingBarclays International that provide banking and other services to high net worth customers.

‘High Risk’ In Retail,retail banking, ‘High Risk’ is defined as the subset ofup-to-date cusotmers customers who, either through an event or observed behaviour exhibit potential financial difficulty. Where appropriate, these customers are proactively contacted to assess whether financial assistance is required.

‘Home loan’ A loan to purchase a residential property. The property is then used as collateral to guarantee repayment of the loan. The borrower gives the lender a lien against the property and the lender can foreclose on the property if the borrower does not repay the loan per the agreed terms. Also known as a residential mortgage.

IHC’ or ‘US IHC’ Barclays US LLC, the intermediate holding company established by Barclays in July 2016, which holds most of Barclays’ subsidiaries and assets in the United States.

IMA / Internal Model Approach’ In the context of Risk Weighted Assets, by Risk Type, Risk Weighted Assets for which the exposure amount has been derived via the use of a PRA approved internal market risk model.

Impaired loans’IMM / Internal Model Method’ Loans are reported asIn the context of Risk Weighted Assets, Risk Weighted Assets for which the exposure amount has been derived via the use of a PRA approved internal counterparty credit risk loans (defined above) and comprise loans where individually identified impairment allowances have been raised and also includes loans which are fully collateralised or where indebtedness has already been written down to the expected realisable value. The impaired loan category may include loans, which, while impaired, are still performing.model.

‘Impairment allowances’ A provision held on the balance sheet as a result of the raising of a charge against profit for incurred losses in the lending book. An impairment allowance may either be identified or unidentified and individual or collective.

Impairment coverage ratio’ Impairment allowance held against balances in specific LTV band expressed as a percentage of balances in the specific LTV Band.

Income’ Total income, net of insurance claims, unless otherwise specified.

‘Incremental Risk Charge’ An estimate of the incremental risk arising from rating migrations and defaults beyond what is already captured in specific market risk VaR for the non correlation trading portfolio.

420    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of terms

‘Independent Commission on Banking (ICB)’ Body set up by HM Government to identify structural andnon-structural measures to reform the UK banking system and promote competition.

‘Individual liquidity guidance (ILG)’ Guidance given to a firm about the amount, quality and funding profile of liquidity resources that the PRA has asked the firm to maintain.

‘Inflation risk’ In the context of DVaR, the impact of changes in inflation rates and volatilities on cash instruments and derivatives.

Insurance RiskRisk’ The risk of the Group’s aggregate insurance premiums received from policyholders under a portfolio of insurance contracts being inadequate to cover the claims arising from those policies.

‘Interchange’ Income paid to a credit card issuer for the clearing and settlement of a sale or cash advance transaction.

‘Interest only home loans’ Under the terms of these loans, the customer makes payments of interest only for the entire term of the mortgage, although customers may make early repayments of the principal within the terms of their agreement. The customer is responsible for repaying the entire outstanding principal on maturity, which may require the sale of the mortgaged property.

428  |


Glossary

‘Interest rate derivatives’ Derivatives linked to interest rates. This category includes interest rate swaps, collars, floors options and swaptions. An interest rate swap is an agreement between two parties to exchange fixed rate and floating rate interest by means of periodic payments based upon a notional principal amount and the interest rates defined in the contract. Certain agreements combine interest rate and foreign currency swap transactions, which may or may not include the exchange of principal amounts. A basis swap is a form of interest rate swap, in which both parties exchange interest payments based on floating rates, where the floating rates are based upon different underlying reference indices. In a forward rate agreement, two parties agree a future settlement of the difference between an agreed rate and a future interest rate, applied to a notional principal amount. The settlement, which generally occurs at the start of the contract period, is the discounted present value of the payment that would otherwise be made at the end of that period.

‘Interest rate risk’ The risk of interest rate volatility adversely impacting the Groups net interest margin. In the context of the calculation of market risk DVaR, measures the impact of changes in interest (swap) rates and volatilities on cash instruments and derivatives.

‘Internal Assessment Approach (IAA)’ oneOne of three types of calculation that a firm with permission to use the Internal Ratings Based (IRB) approach may apply to securitisation exposures. It consists of mapping a firm’s internal rating methodology for credit exposures to those of an external credit assessment institutionExternal Credit Assessment Institution (ECAI) to determine the appropriate risk weight based on the ratings based approach. Its applicability is limited to ABCP programmes related to liquidity facilities and credit enhancement.

‘Internal Capital Adequacy Assessment Process (ICAAP)’ Companies are required to perform a formal internalInternal Capital Adequacy Assessment Process (ICAAP) as part of the Pillar 2 requirements (BIPRU) and to provide this document to the PRA on a yearly basis. The ICAAP document summarises the group’s risk management framework, including approach to managing all risks (i.e. Pillar 1 andnon-Pillar 1 risks); and, the group’s risk appetite, economic capital and stress testing frameworks.

IMM’ / ‘InternalInternal model method’method (IMM)’ In the context of Risk Weighted Assets, by Risk Type, Risk Weighted Assets for which the exposure amount has been derived via the use of a PRA approved internal counterparty credit risk model.

Internal-RatingsInternal Ratings Based (IRB)’ An approach under the CRR framework that relies on the bank’s internal models to derive the risk weights. The IRB approach is divided into two alternative applications, Advanced and Foundation:

 

Advanced IRB(‘AIRB)A-IRB’): the bank uses its own estimates of probability of default (PD), loss given default (LGD) and credit conversion factor to model a given risk exposure.

 

Foundation IRB: the bank applies its own PD as for Advanced, but it uses standard parameters for the LGD and the credit conversion factor. The Foundation IRB approach is specifically designed for wholesale credit exposures. Hence retail, equity, securitisation positions andnon-credit obligations asset exposures are treated under Standardisedstandardised orA-IRB.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    421


Glossary of terms

‘Investment Bank’ ConsistsThe Group’s investment bank which consists of origination led and returns focused markets and banking business.business which forms part of the Corporate and Investment Banking segment of Barclays International.

‘Investment Banking Fees’ In the context of Investment Bank Analysis of Total Income, fees generated from origination activity businesses – including financial advisory, Debtdebt and Equityequity underwriting.

‘Investment grade’ A debt security, treasury bill or similar instrument with a credit rating of AAA to BBB as measured by external credit rating agencies.

‘ISDA Master Agreement’ The most commonly used master contract for OTC derivative transactions internationally. It is part of a framework of documents, designed to enable OTC derivatives to be documented fully and flexibly. The framework consists of a master agreement, a schedule, confirmations, definition booklets, and a credit support annex. The ISDA master agreement is published by the International Swaps and Derivatives Association (ISDA).

‘Key Risk Scenarios (KRS)’ Key Risk Scenarios are a summary of the extreme potential risk exposure for each Key Risk in each business and function, including an assessment of the potential frequency of risk events, the average size of losses and three extreme scenarios. The Key Risk Scenario assessments are a key input to the Advanced Measurement Approach calculation of regulatory and economic capital requirements.

Lag risk’ Arises from the delay inre-pricing customer rates for certain variable/managed rate products, following an underlying change to market interest rates. This is typically driven by either regulatory constraint around customer notification on pricing changes, processing time for the Group’s and/or Entity’s notification systems or contractual agreements within a product’s terms and conditions.

‘Large exposure’ A large exposure is defined as the total exposure of a firm to a counterparty or group of connected clients, whether in the banking book or trading book or both, which in aggregate equals or exceeds 10% of the firm’s eligible capital.

‘Lender Option Borrower Option (LOBO)’ A clause previously included in ESHLA loans that allowed Barclays, on specific dates, to raise the fixed interest rate on the loan, upon which the borrower had the option to either continue with the loan at the higher rate, orre-pay the loan at par.

Lending’ In the context of Investment Bank Analysis of Total Income, lending income includes net interest income, gains or losses on loan sale activity, and risk management activity relating to the loan portfolio.

‘Letters of credit’ A letter typically used for the purposes of international trade guaranteeing that a debtor’s payment to a creditor will be made on time and in full. In the event that the debtor is unable to make payment, the bank will be required to cover the full or remaining amount of the purchase.

‘Level 1 assets’ High quality liquid assets under the Basel Committee’s Liquidity Coverage Ratio (LCR), including cash, central bank reserves and higher quality government securities.

‘Level 2 assets’ Under the Basel Committee’s Liquidity Coverage Ratio (LCR) high quality liquid assets (HQLA) are comprised of Level 1 and Level 2 assets, with the latter comprised of Level 2A and Level 2B assets. Level 2A assets include, for example, lower quality government securities, covered bonds and corporate debt securities. Level 2B assets include, for example, lower rated corporate bonds, residential mortgage backed securities and equities that meet certain conditions.

‘Leverage ratio’ A measure prescribed by the regulators under Basel 3, which is the ratio of CRD IV Tier 1 capital to total leverage exposure.

‘Liquidity Coverage Ratio (LCR)’ The ratio of the stock of high quality liquid assets to expected net cash outflows over the next 30 days. High-quality liquid assets should be unencumbered, liquid in markets during a time of stress and, ideally, be central bank eligible. These include, for example, cash and claims on central governments and central banks. The Basel 3 rules require this ratio to be at least 100% and it is expected to apply from 2015.

|  429


Glossary

‘Liquidity Pool’ The Group liquidity pool comprises cash at central banks and highly liquid collateral specifically held by the Group as a contingency to enable the bank to meet cash outflows in the event of stressed market conditions.

‘Liquidity risk appetite (LRA)’ The level of liquidity risk that the Group chooses to take in pursuit of its business objectives and in meeting its regulatory obligations.

422    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of terms

‘Liquidity Risk Management Framework (the Liquidity Framework)’ The Liquidity Risk Management Framework (the Liquidity Framework), which is sanctioned by the Board Risk Committee (BRC), and which incorporates liquidity policies, systems and controls that the Group has implemented to manage liquidity risk within tolerances approved by the Board and regulatory agencies.

‘Litigation and conduct charges’ Litigation and conduct charges include regulatory fines, litigation settlements and conduct related customer redress.

‘Loan loss rate’ Is quoted in basis points and represents total loan impairment divided by gross loans and advances to customers and banks held at amortised cost at the balance sheet date.

‘Loan to deposit ratio’ The ratio of loansLoans and advances todivided by customer accounts calculated for PCB, Africa Banking, BarclaycardBarclays UK and Non-Core Retail.Barclays International excluding investment banking balances other than interest earning lending. This excludes particular liabilities issued by the retail businesses that have characteristics comparable to retail deposits (for example structured Certificates of Deposit and retail bonds), which are included within debt securities in issue.issue

‘Loan to value (LTV) ratio’ Expresses the amount borrowed against an asset (i.e. a mortgage) as a percentage of the appraised value of the asset. The ratios are used in determining the appropriate level of risk for the loan and are generally reported as an average for new mortgages or an entire portfolio. Also see ‘Marked to market (MMT)(MTM) LTV ratio.’

‘London Interbank Offered Rate (LIBOR)’ A benchmark interest rate at which banks can borrow funds from other banks in the London interbank market.

‘Long-term refinancing operation (LTRO)’ The European Central Bank’s 3 year long term bank refinancing operation.

‘Loss Given Default (LGD)’ The fraction of Exposure at Default (EAD) (defined above) that will not be recovered following default. LGD comprises the actual loss (the part that is not expected to be recovered), together with the economic costs associated with the recovery process.

‘Macro Products’ Represents Rates, Currencycurrency and Commoditiescommodities income.

‘Management DVaR’VaR’ For internalA measure of the potential loss of value arising from unfavourable market risk management purposes, the investment bankmovements at a specific confidence level, if current positions were to be held unchanged for predefined period. Corporate and Investment Bank uses a Daily Value at Risk (DVaR)Management VaR with atwo-year equally weighted historical period, at a 95% confidence level, for all trading portfolios and certain banking books.with a one day holding period.

‘Mandatory break clause’ In the context of counterparty credit risk, a contract clause that means a trade will be ended on a particular date.

‘Marked to market approach’ A counterparty credit risk exposure calculation approach which uses the current mark to market value of derivative positions as well as a potential future exposureadd-on to calculate an exposure to which a risk weight can be applied.

‘Marked to market (MTM) LTV ratio’ The loan amount as a percentage of the current value of the asset used to secure the loan. Also see ‘Balance weighted Loan to Value (LTV) ratio’ and ‘Valuation weighted Loan to Value (LTV) ratio.’

‘Market risk’ The risk of the Group suffering financial loss due to changes in market prices. In the context of Risk Weighted Assets, by Risk, it is the component of risk weighted assetsRisk Weighted Assets that represents the risk of loss resulting from fluctuations in the market value of positions held in equities, commodities, currencies, derivatives and interest rates.

‘Master netting agreements’ An agreement that provides for a single net settlement of all financial instruments and collateral covered by the agreement in the event of the counterparty’s default or bankruptcy or insolvency, resulting in a reduced exposure.

‘Master trust securitisation programmes’ A securitisation structure where a trust is set up for the purpose of acquiring a pool of receivables. The trust issues multiple series of securities backed by these receivables.

‘Matchbook (or matched book)’ An asset/liability management strategy where assets are matched against liabilities of equivalent value and maturity.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    423


Glossary of terms

‘Material Risk Takers (MRTs)’ Categories of staff whose professional activities have or are deemed to have a material impact on Barclays’ risk profile, as determined in accordance with the European Banking Authority regulatory technical standard on the identification of such staff.

‘Methodology and policy’ In the context of the Funding Risk, Capital Risk section, the effect on RWAs of methodology changes driven by regulatory policy changes.

‘Minimum capital requirement’ Under Pillar 1 of the Basel framework, the amount of capital required for an exposure.

‘Model updates’ In the context of the Funding Risk, Capital Risk section, changes in RWAs caused by model implementation, changes in model scope or any changes required to address model malfunctions.

‘Model validation’ Process through which models are independently challenged, tested and verified to prove that they have been built, implemented and used correctly, and that they continue to befit-for-purpose.

‘Modelled—VaR’ In the context of risk weighted assets, marketRisk Weighted Assets, Market risk calculated using value at risk models laid down by the PRA (BIPRU).CRR and supervised by the PRA.

‘Money market funds’ Investment funds typically invested in short-term debt securities.

‘Monoline derivatives’ Derivatives with a monoline insurer such as credit default swaps referencing the underlying exposures held.

‘Moody’s’ A credit rating agency.

‘Mortgage Current Accounts (MCA) Reserves’ A secured overdraft facility available to home loan customers which allows them to borrow against the equity in their home. It allows draw-down up to an agreed available limit on a separate but connected account to the main mortgage loan facility. The balance drawn must be repaid on redemption of the mortgage.

430  |


Glossary

‘Multilateral development banks’ Financial institutions created for the purposes of development, where membership transcends national boundaries.

‘National discretion’ Discretions in CRD IV given to member states to allow the local regulator additional powers in the application of certain CRD IV rules in its jurisdiction.

‘Net asset value per share’ Calculated by dividing shareholdersshareholders’ equity, excludingnon-controlling interests and other equity instruments, by the number of issued ordinary shares.

‘Net interest income’ The difference between interest receivedincome on assets and interest paidexpense on liabilities.

‘Net interest margin’ Net interest income divided by the sum of the average assets and average liabilities for those businesses.customer assets.

‘Net investment income’ Changes in the fair value of financial instruments designated at fair value, dividend income and the net result on disposal of available for sale assets.

‘Net Stable Funding Ratio (NSFR)’ The ratio of available stable funding to required stable funding over a one year time horizon, assuming a stressed scenario. The ratio is required to be over 100% with effect from 2015.. Available stable funding would include such items as equity capital, preferred stock with a maturity of over 1 year, or liabilities with a maturity of over 1 year. The required amount of stable funding is calculated as the sum of the value of the assets held and funded by the institution, multiplied by a specific Required Stable Fundingrequired stable funding (RSF) factor assigned to each particular asset type, added to the amount of potential liquidity exposure multiplied by its associated RSF factor.

‘Net tangible asset value per share’ Calculated by dividing shareholders equity, excludingnon-controlling interests and other equity instruments, less goodwill and intangible assets, by the number of issued ordinary shares.

‘Net trading income’ Gains and losses arising from trading positions which are held at fair value, in respect of both market-making and customer business, together with interest, dividends and funding costs relating to trading activities.

‘Net written credit protection’ In the context of leverage exposure, the net notional value of credit derivatives protection sold and credit derivatives protection bought.

424    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of terms

‘New bookings’ The total of the original balance on accounts opened in the reporting period, including any applicable fees and charges included in the loan amount.

‘Non-asset backed debt instruments’ Debt instruments not backed by collateral, including government bonds; US agency bonds; corporate bonds; commercial paper; certificates of deposit; convertible bonds; corporate bonds and issued notes.

‘Non-customer net interest income(NII)income (NII)’ / ‘Non-customer‘Non-customer interest income’ Principally comprises the impact of product and equity structural hedges, as well as certain other net interest income

received on government bonds and other debt securities held for the purposes of interest rate hedging and liquidity for local banking activities.

‘Non-model method (NMM)’ In the context of Risk Weighted Assets, Counterparty credit risk, Risk Weighted Assets where the exposure amount has been derived through the use of FSA / PRA (BIPRU)CRR norms, as opposed to an internal model.

‘Non-performance costs’ Costs other than performance costs.

‘Non-performing proportion of outstanding balances’ Defined as balances greater than 90 days delinquent (including forbearance accounts greater than 90 days and accounts charged off to recoveries), expressed as a percentage of outstanding balances.

Non-significant holdings in financial institutions’Non-performing balances impairment coverage ratio’ Investments that the Group holds in the capitalImpairment allowance held against non performing balances expressed as a percentage of banking, financial or insurance entities that are outside the scope of regulatory consolidation and where the bank owns less than 10% of the issued share capital of the entity.non performing balances.

‘Non-Traded Market Risk’ The risk of a reduction to earningsthat the current or capital due to an inability to hedgefuture exposure in the banking book balance sheet.(i.e.non-traded book) will impact bank’s capital and/or earnings due to adverse movements in Interest or Foreign Exchange Rates.

‘Non-Traded VaR’ Reflects the volatility in the value of the available for sale investments in the liquidity pool which flow directly through capital via the available for sale reserve. The underlying methodology to calculate non traded VaR is similar to Traded Management VaR, but the two measures are not directly comparable. The Non Traded VaR represents the volatility to capital driven by the available for sale exposures. These exposures are in the banking book and do not meet the criteria for trading book treatment.

‘Notable items’ Notable items are considered to be significant items impacting comparability of performance and are shown for each of the business segments.

‘Notch’ A single unit of measurement in a credit rating scale.

‘Notional amount’ The nominal or face amount of a financial instrument, such as a loan or a derivative, that is used to calculate payments made on that instrument.

‘Operational risk’ The risk of loss resulting from inadequate or failed internal processes, people and systems or from external events, including legal risk. In the context of Risk Weighted Assets, it is the component of risk weighted assetsRisk Weighted Assets that represents the risk of loss resulting from these risks.

‘Operational RiskDataRiskdata eXchange (ORX)’ The Operational Riskdata eXchange Association (ORX) is anot-for-profit industry association dedicated to advancing the measurement and management of operational risk in the global financial services industry. Barclays is a member of ORX.

‘Origination led’ Focus on high margin, low capital fee based activities and related hedging opportunities.

Origination exposure model’ A technique used to measure the counterparty credit risk of losing anticipated cash flows from forwards, swaps, options and other derivatives contracts in the event the counterparty to the contract should default.

‘OSII’ Other systemically important institutions are institutions that are deemed to create risk to financial stability due to their systemic importance.

Over-the-counter (OTC) derivatives’ Derivative contracts that are traded (and privately negotiated) directly between two parties. They offer flexibility because, unlike standardised exchange-traded products, they can be tailored to fit specific needs.

‘Own credit’ The effect of changes in the Group’s own credit standing on the fair value of financial liabilities.

‘Owner occupied mortgage’ A mortgage where the intention of the customer was to occupy the property at origination.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    425


Glossary of terms

‘Past due items’ Refers to loans where the borrower has failed to make a payment when due under the terms of the loan contract.

‘Payment Protection Insurance (PPI) redress’ Provision for the settlement of PPI miss-selling claims and related claims management costs.

‘Pension Risk’ The risk of the Group’s earnings and capital being adversely impacted by the Group’s defined benefit obligations increasing or the value of the assets backing these defined benefit obligations decreasing due to changes in both the level and volatility of prices.

|  431


Glossary

‘Performance costs’ The accounting charge recognised in the period for performance awards. For deferred incentives andlong-term incentives, the accounting charge is spread over the relevant periods in which the employee delivers service.

PersonalPeriod end allocated tangible equity’ Allocated tangible equity is calculated as 12.0% (2016: 11.5%) of CRD IV fully loaded risk weighted assets for each business, adjusted for CRD IV fully loaded capital deductions, excluding goodwill and Corporate Banking’ An operating segment that combines core elements of UK Retail and Business Banking, global Wealth and Investment Management, and global Corporate Banking. Transfers tointangible assets, reflecting assumptions the Non-Core segment includeGroup uses for capital planning purposes. Head Office tangible equity represents the UK retail insurance underwriting and investment businesses; selected non-core corporate banking in Europedifference between the Group’s tangible equity and the Middle East and certain long-dated corporate loans; local Wealth operations in certain overseas locations; and certain asset managementamounts allocated to businesses. The African businesses of Corporate Banking and Wealth Management have been moved to Africa Banking.

‘Pillar 1’ The part of the Basel framework that sets outs the rules that govern the calculation of minimumMinimum capital requirements for credit, market and operational risks.

‘Pillar 2’ The part of the Basel framework that covers the supervisory reviews of the bank’s internal assessment of capital to ensure that firms have adequate capital to support all the relevant risks in their business.

‘Pillar 3’ The part of the Basel framework that covers external communication of risk and capital information by banks to promote transparency and good risk management.

‘Post-model adjustment (PMA)’ In the context of Basel models, a PMA is a short term increase in regulatory capital applied at portfolio level to account for model input data deficiencies, inadequate model performance or changes to regulatory

definitions (e.g. definition of default) to ensure the model output is accurate, complete and appropriate.

‘Potential Credit Risk Loans (PCRLs)’ Comprise the outstanding balances to Potential Problem Loans (defined below) and the three categories of Credit Risk Loans (defined above).

‘Potential Future Exposure on Derivatives’ A regulatory calculation in respect of the Group’s potential future credit exposure on both exchange traded and OTC derivative contracts, calculated by assigning a standardised percentage (based on the underlying risk category and residual trade maturity) to the gross notional value of each contract.

‘Potential Problem Loans (PPLs)’ Loans where serious doubt exists as to the ability of the borrowers to continue to comply with repayment terms in the near future.

‘PRA (/FSA) waivers’ PRA(/FSA)PRA approvals that specifically give permission to the Bank to either modify or waive existing rules. Waivers are specific to an organisation and require applications being submitted to and approved by the FSA/PRA.

‘Primary securitisations’ The issuance of securities (bonds and commercial papers) for fund-raising.

‘Primary Stress Tests’ In the context of Traded Market Risk, stress testingStress Testing provides an estimate of potentially significant future losses that might arise from extreme market moves or scenarios. Primary stress testsStress Tests apply stress moves to key liquid risk factors for each of the major trading asset classes.

‘Prime Services’ Involves financing of fixed income and equity positions using Repo and Stock Lendingstock lending facilities. The Prime Services business also provides brokerage facilitation services for Hedge Fundhedge fund clients offering execution and clearance facilities for a variety of asset classes.

‘Principal’ In the context of a loan, the amount borrowed, or the part of the amount borrowed which remains unpaid (excluding interest).

‘Principal Investments’ Private equity investments.

Principal Risks’ the principal risks affecting the Group described in the risk review section of the Barclays PLC Annual Report.

426    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of terms

Private equity investments’ EquityInvestments in equity securities in operating companies not quoted on a public exchange. Investment in private equity often involves the investment of capital in private companies or the acquisition of a public company that results in the delisting of public equity. Capital for private equity investment is raised by retail or institutional investors and used to fund investment strategies such as leveraged buyouts, venture capital, growth capital, distressed investments and mezzanine capital.

‘Private-label securitisation’ Residential mortgage backed security transactions sold or guaranteed by entities that are not sponsored or owned by the government.

‘Probability of Default (PD)’ The likelihood that a loan will not be repaid and will fall into default. PD may be calculated for each client who has a loan (normally applicable to wholesale customers/clients) or for a portfolio of clients with similar attributes (normally applicable to retail customers). To calculate PD, Barclays assesses the credit quality of borrowers and other counterparties and assigns them an internal risk rating. Multiple rating methodologies may be used to inform the rating decision on individual large credits, such as internal and external models, rating agency ratings, and for wholesale assets market information such as credit spreads. For smaller credits, a single source may suffice such as the result from an internal rating model.

‘Product structural hedge’ An interest rate hedge that converts short term interest marginin place to reduce earnings volatility on product balances with an instant access (such asnon-interest bearing current accounts and managed rate deposits) intoand to smoothen the income over a more stable medium term rate and which is built on a monthly basis to achieve a targeted maturity profile.medium/long term.

‘Properties in Possession held as ’Loans and Advances to Customers’ Properties in the UK and Italy where the customer continues to retain legal title but where the bank has enforced the possession order as part of the foreclosure process to allow for the disposal of the asset or the court has ordered the auction of the property.

‘Properties in Possession held as ‘Other Real Estate Owned’ Properties in South Africa, Spain and Portugal where the bank has taken legal ownership of the title as a result of purchase at an auction or similar and treated as ‘Other Real Estate Owned’ within other assets on the bank’s balance sheet.

432  |


Glossary

‘Proprietary trading’ When a bank, brokerage or other financial institution trades on its own account, at its own risk, rather than on behalf of customers, so as to make a profit for itself.

‘Prudential Regulation Authority (PRA)’ The statutory body responsible for the prudential supervision of banks, building societies, insurers and a small number of significant investment firms in the UK from 1 April 2013.UK. The PRA is a subsidiary of the Bank of England.

PrudentPrudential valuation adjustment’adjustment (PVA)’ A calculation which adjusts the accounting values of positions held on balance sheet at fair value to comply with regulatory valuation standards, which place greater emphasis on the inherent uncertainty around the value at which a trading book position could be exited.

‘Public benchmark’ Unsecured medium term notes issued in public syndicated transactions.

‘Qualifying Revolving Retail Exposure (QRRE)’ In the context of the IRB approach to credit risk RWA calculations, an exposure meeting the criteria set out in BIPRU 4.6.42 R (2). IncludesIt includes most types of credit card exposure.

‘Rates’ In the context of Investment Bank income analysis, trading revenue relating to government bonds and linear interest rate derivatives.

Re-aging’ Re-aging is theThe returning of a delinquent account toup-to-date status without collecting the full arrears (principal, interest and fees).

‘Real Estate Mortgage Investment Conduits (Re-REMICs)(REMICs) An entity that holds a fixed pool of mortgages and that is separated into multiple classes of interests for issuance to investors.

‘Recoveries Impairment Coverage Ratio’ Impairment allowance held against recoveries balances expressed as a percentage of balance in recoveries.

‘Recoveries proportion of outstanding balances’ Represents the amount of recoveries (grossmonth-end customer balances of all accounts that havecharged-off) as at the period end compared to total outstanding balances. The size of the recoveries book would ultimately have an impact on the overall impairment requirement on the portfolio. Balances in recoveries will

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    427


Glossary of terms

decrease if: assets arewritten-off; amounts are collected; or assets are sold to a third party (i.e. debt sale).

‘Redenomination risk’ The risk of financial loss to the Group should one or more countries exit from the Euro, potentially leading to the devaluation of local balance sheet assets and liabilities.

‘Regulatory capital’ The amount of capital that a bank holds to satisfy regulatory requirements.

‘Renegotiated loans’ Loans are generally renegotiated either as part of an ongoing customer relationship or in response to an adverse change in the circumstances of the borrower. In the latter case renegotiation can result in an extension of the due date of payment or repayment plans under which the Group offers a concessionary rate of interest to genuinely distressed borrowers. This will result in the asset continuing to be overdue and will be individually impaired

where the renegotiated payments of interest and principal will not recover the original carrying amount of the asset. In other cases, renegotiation will lead to a new agreement, which is treated as a new loan.

‘Repricing lag risk’ The risk that when underlying interest rates change it can take a number of months to change the customer rate e.g. should rates decrease then we would need to let our variable savings rate customers know that we would be decreasing their savings rates. This could result in a loss of income as thisit may take several months, whereas the “funding/investment” benefit reduces immediately.

‘Repurchase agreement (repo)(Repo)’ / ‘reverse‘Reverse repurchase agreement(reverse (Reverse repo)’ Arrangements that allow counterparties to use financial securities as collateral for an interest bearing cash loan. The borrower agrees to sell a security to the lender subject to a commitment to repurchase the asset at a specified price on a given date. For the party selling the security (and agreeing to repurchase it in the future) it is a repurchaseRepurchase agreement or repo;Repo; for the counterparty to the transaction (buying the security and agreeing to sell in the future) it is a reverseReverse repurchase agreement or reverseReverse repo.

‘Re-securitisations’ The repackaging of securitised productsSecuritised Products into securities. The resulting securities are therefore securitisation

positions where the underlying assets are also predominantly securitisation positions.

‘Reserve Capital Instruments (RCIs)’ Hybrid issued capital securities which may be debt or equity accounted, depending on the terms.

‘Residential Mortgage-Backed Securities (RMBS)’ Securities that represent interests in a group of residential mortgages. Investors in these securities have the right to cash received from future mortgage payments (interest and/or principal).

‘Residual maturity’ The remaining contractual term of a credit obligation associated with a credit exposure.

‘Restructured loans’ Comprises loans where, for economic or legal reasons related to the debtor’s financial difficulties, a concession has been granted to the debtor that would not otherwise be considered. Where the concession results in the expected cash flows discounted at the original effective interest rate being less than the loan’s carrying value, an impairment allowance will be raised.

‘Retail Loans’ Loans to individuals or small and medium sized enterprises rather than to financial institutions and larger businesses. It includes both secured and unsecured loans such as mortgages and credit card balances, as well as loans to certain smaller business customers, typically with exposures up to £3m or with a turnover up to £5m.

‘Return on average risk weighted assets’Risk Weighted Assets’ Statutory profit as a proportion of average risk weighted assets.Risk Weighted Assets.

‘Return on average shareholders’ equity’ Statutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average shareholders’ equity, excludingnon-controlling interests and other equity instruments.

‘Return on average tangible shareholders’ equity’ Statutory profit after tax attributable to ordinary equity holders of the parent, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average shareholders’ equity excludingnon-controlling interests and other equity instruments, adjusted for the deduction of intangible assets and goodwill.

 

 

428    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F|  433


Glossary of terms

    

 

‘Return on average allocated tangible shareholders’ equity’ Statutory profit after tax attributable to ordinary shareholders, including an adjustment for the tax credit in reserves in respect of other equity instruments, as a proportion of average allocated tangible shareholders’ equity excluding non-controlling interests and other equity instruments adjusted for the deduction of intangible assets and goodwill.equity.

‘Risk Appetite’Risk Appetite is defined as the The level of risk that Barclays is prepared to accept whilst pursuing its business strategy, recognising a range of possible outcomes as business plans are implemented.

‘Risk weighted assets (RWAs)’ A measure of a bank’s assets adjusted for their associated risks. Risk weightings are established in accordance with the Basel Capital Accordrules as implemented by the PRA.CRD IV and local regulators.

‘Risks not in VaR (RNIVS)’ Refers to all the key risks which are not captured or not well captured within the VaR model framework.

‘Roll rate analysis’ The measurement of the rate at which retail accounts deteriorate through delinquency phases.

‘Sales commissions, commitments and other incentives’ Includes commission-based arrangements, guaranteed incentives and Long Term Incentive Plan awards.

‘Sarbanes-Oxley requirements’ The Sarbanes-Oxley Act 2002 (SOX), which was introduced by the U.S. Government to safeguard against corporate governance scandals such as Enron, WorldCom and Tyco. AllUS-listed companies must comply with SOX.

‘Second Lien’ Debt that is issued against the same collateral as higher lien debt but that is subordinate to it. In the case of default, compensation for this debt will only be received after the first lien has been repaid and thus represents a riskier investment than the first lien.

‘Secondary Stress Tests’ Secondary stress tests are used in measuring potential losses arising from illiquid market risks that cannot be hedged or reduced within the time period covered in Primary Stress tests.Tests.

‘Securities and loans’ In the context ofNon-Core Analysis of Total income, BarclaysNon-Core Securities and Loans comprise non-strategicnon strategic businesses, predominantly from thenon-core Investment Bank and Corporate.Corporate Bank.

‘Securities Financing Transactions (SFT)’ In the context of risk weighted assetsRisk Weighted Assets (RWAs), any of the following transactions: a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction whereby cash collateral is received or paid in respect of the transfer of a related asset.

‘Securities financing transactions adjustments’ In the context of leverage ratio, a regulatoryadd-on calculated as exposure less collateral, taking into account master netting agreementsagreements.

‘Securities lending arrangements’ Arrangements whereby securities are legally transferred to a third party subject to an agreement to return them at a future date. The counterparty generally provides

collateral against non performance in the form of cash or other assets.

‘Securitisation’ Typically, a process by which debt instruments such as mortgage loans or credit card balances are aggregated into a pool, which is used to back new securities. A company sells assets to a special purpose vehicle (SPV) which then issues securities backed by the assets. This allows the credit quality of the assets to be separated from the credit rating of the original borrower and transfers risk to external investors.

‘Securitised Products’ A business within the Investment Bank that offers a range of products relating to residential mortgage backed securities, commercial mortgage backed securities and other asset backed securities, in addition to restructuring and unwinding legacy credit structures.

‘Set-off clauses’ In the context of counterpartyCounterparty credit risk, contract clauses that allow Barclays to set off amounts owed to us by a counterparty against amounts owed by us to the counterparty.

‘Settlement balances’ Are receivables or payables recorded between the date (the trade date) a financial instrument (such as a bond or derivative)bond) is sold, purchased or otherwise closed out, and the date the asset is delivered by or to the entity (the settlement date) and cash is received or paid.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    429


Glossary of terms

‘Settlement risk’ The risk that settlement in a transfer system will not take place as expected, usually owing to a party defaulting on one or more settlement obligations.

‘Slotting’ Slotting is a Basel 2 approach that requires a standard set of rules to be used in the calculation of RWAs, based upon an assessment of factors such as the financial strength of the counterparty. The requirements for the application of the Slotting approach isare detailed in BIPRU 4.5.

‘South Africa’ The operations of Africa Banking based in South Africa.

‘Sovereign exposure(s)’ Exposures to central governments, including holdings in government bonds and local government bonds.

‘Specific market risk’ A risk that is due to the individual nature of an asset and can potentially be diversified or the risk of a price change in an investment due to factors related to the issuer or, in the case of a derivative, the issuer of the underlying investment.

‘Spread risk’ Measures the impact of changes to the swap spread, i.e. the difference between swap rates and government bond yields.

StandardsStandard & Poor’s’ A credit rating agency.

‘Standby facilities, credit lines and other commitments’ Agreements to lend to a customer in the future, subject to certain conditions. Such commitments are either made for a fixed period, or have no specific maturity but are cancellable by the lender subject to notice requirements.

‘Statutory’ Line items of income, expense, profit or loss, assets, liabilities or equity stated in accordance with the requirements of the UK Companies Act 2006 which incorporatesand the requirements of International Financial Reporting Standards (IFRS). See ‘Adjusted profit before tax’ for details of the adjustments made to the statutory results in arriving at the adjusted profit.

434  |


Glossary

‘Statutory return on average shareholders’ equity’ Statutory profit after tax attributable to ordinary shareholders as a proportion of average shareholders’ equity.

‘STD’ / ‘Standardised approach’Approach’ A method of calculating Risk Weighted Assets that relies on a mandatory framework set by the regulator to derive risk weights based on counterparty type and a credit rating provided by an External Credit Assessment Institute.

‘Stress Testing’ A process which involves identifying possible future adverse events or changes in economic conditions that could have unfavourable effects on the Group (either financial ornon-financial), assessing the Group’s ability to withstand such changes, and identifying management actions to mitigate the impact.

‘Stressed Value at Risk (SVaR)’ An estimate of the potential loss arising from a 12 month period of significant financial stress over a one day horizon.

Structured entity’ An entity in which voting or similar rights are not the dominant factor in deciding control. Structured entities are generally created to achieve a narrow and well defined objective with restrictions around their ongoing activities.

‘Structural hedge’ / ‘hedging’ An interest rate hedge which functionsin place to reduce earnings volatility and to smoothen the impact of the volatility of short-term interest rate movementsincome over a medium/long term on positions that exist within the balance sheet that carry interest rates thatand do notre-price in line with market rates. See also ‘Equity structural hedge’ and ‘Product structural hedge’.

‘Structural model of default’ A model based on the assumption that an obligor will default when its assets are insufficient to cover its liabilities.

‘Structured credit’ Includes legacy structured credit portfolio primarily comprising derivative exposure and financing exposure to structured credit vehicles.

‘Subordinated liabilities’ Liabilities which, in the event of insolvency or liquidation of the issuer, are subordinated to the claims of depositors and other creditors of the issuer.

‘Supranational bonds’ Bonds issued by an international organisation, where membership transcends national boundaries (e.g. the European Union or World Trade Organisation).

‘Synthetic Securitisation Transactions’ Securitisation transactions effected through the use of derivatives.

Systemic Risk Buffer’ CET1 capital that may be required to be held as part of the Combined Buffer Requirement increasing the capacity of UK banks to absorb stress and limiting the damage to the economy as a results of restricted lending.

430    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Glossary of terms

Tangible net asset value’ Shareholders’ equity excludingnon-controlling interests adjusted for the deduction of intangible assets and goodwill.

‘Tangible net asset value per share’ Shareholders’ equity excludingnon-controlling interests adjusted for the deduction of intangible assets and goodwill, divided by the number of issued ordinary shares.

‘Tangible shareholders equity’ Shareholders’ equity excludingnon-controlling interests adjusted for the deduction of intangible assets and goodwill.

‘Term premium’ Additional interest required by investors to hold assets with a longer period to maturity.

‘The three lines of defence’ The three lines of defence operating model enables Barclays to separate risk management activities between those parties that: ownclient facing areas of the Group and takeassociated support functions responsible for identifying risk, operating within applicable limits and implement controlsescalating risk events (first line); overseecolleagues in Risk and challengeCompliance who establish the limits, rules and constraints under which the first line provide second line risk management activityoperates and support controlsmonitors their performance against those limits and constraints (second line); and, colleagues in Internal Audit who provide assurance thatto the E-R-M process is fit-for-purpose,Board and that it is being carried out as intendedExecutive Management over the effectiveness of governance, risk management and control over risks (third line).

‘Tier 1 capital’ The sum of the Common Equity Tier 1 capital and Additional Tier 1 capital.

‘Tier 1 capital ratio’ The ratio which expresses Tier 1 capital as a percentage of risk weighted assets.Risk Weighted Assets under CRD IV.

‘Tier 2 (T2) capital’ In the context of CRD IV, a measuretype of a bank’s financial strength, including qualifying subordinated debt and other Tier 2 securitiescapital as defined in the Capital Requirements Regulation.

‘Tier 2 (T2) securities’ Securities that are treated as Tier 2 (T2) capital in the context of CRD IV.

‘Total capital ratio’ Total regulatoryRegulatory capital as a percentage of risk weighted assets.Risk Weighted Assets.

‘Total outstanding balance’ In Retail,retail banking, total outstanding balance is defined as the grossmonth-end customer balances on all accounts including accounts charged off to recoveries.

‘Total return swap’ An instrument whereby the seller of protection receives the full return of the asset, including both the income and change in the capital value of the asset. The buyer of the protection in return receives a predetermined amount.

‘Total balances on forbearance programmes coverage ratio’ Impairment allowance held against Forbearance balances expressed as a percentage of balance in forbearance.

‘Traded Market Risk’ The risk of a reduction to earnings or capital due to volatility of trading book positions.

‘Trading book’ All positions in financial instruments and commodities held by an institution either with trading intent, or in order to hedge positions held with trading intent.

‘Traditional Securitisation Transactions’ Securitisation transactions in which an underlying pool of assets generates cash flows to service payments to investors.

Transform’ Package of measures to realise Barclays goal of becoming the ‘Go- to’ Bank, including delivering returns on equity higher than cost of equity in all of the Group’s businesses, and longer-term action in culture, rewards, control and costs.

Transitional’ In the context of CRD IV a measure is described as transitional when the transitional provisions set out in Part Ten of the CRD IV Regulation are applied in its calculation.

Turnbull guidance’Unencumbered’ The Turnbull guidance sets out best practice on internal control for UK listed companies, and assists them in applying section C.2 of the Combined Code on Corporate Governance.Assets not used to secure liabilities or otherwise pledged.

‘United Kingdom (UK)’ Geographic segment where Barclays operates comprising the UK. Also see ‘Europe’.

‘UK Bank levy’ A levy that applies to UK banks, building societies and the UK operations of foreign banks. The levy is payable based on a percentage of the chargeable equity and liabilities of the bank on its balance sheet date.

UK leverage exposure’ Is calculated as per the updated PRA rulebook, where the average exposure calculation also includes the FPC’s recommendation to allow firms to exclude claims on the central bank from the calculation of the leverage exposure measure, as long as these are matched by deposits denominated in the same currency and of identical or longer maturity.

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    431


Glossary of terms

‘UK leverage ratio’ As per the updated PRA rulebook, is calculated as the average capital measure divided by the average exposure measure for the quarter, where the average is based on the capital and exposure measure on the last day of each month in the quarter.

US Partner Portfolio’Co-branded credit card programs with companies across various sectors including travel, entertainment, retail and financial sectors.

‘US Residential Mortgages’ Securities that represent interests in a group of US residential mortgages.

Unencumbered’Utilisation rate’ Assets not used to secure liabilities or otherwise pledged.Utilisation of MCA balances expressed as a percentage of total MCA reserve limits.

‘Valuation weighted Loan to Value (LTV) Ratio’ In the context of credit risk disclosures on secured home loans, a means of calculating marked to market LTVs derived by comparing total outstanding balance and the value of total collateral we hold against

|  435


Glossary

these balances. Valuation weighted loan to value is calculated using the following formula: LTV = total outstandings in portfolio /totalportfolio/total property values of total outstandings in portfolio.

‘Value at Risk (VaR)’ See ‘DVaR’.

‘Weighted off balance sheet commitments’ Regulatoryadd-ons to the leverage exposure measure based on credit conversion factors used in the standardised approachStandardised Approach to credit riskrisk.

‘Wholesale loans’ / ‘lending’ Lending to larger businesses, financial institutions and sovereign entities.

‘Write down’ After an advance has been identified as impaired and is subject to an impairment allowance, the stage may be reached whereby it is concluded that there is no realistic prospect of further recovery. Write downs will occur when, and to the extent that, the whole or part of a debt is considered irrecoverable.

‘Write-off’ Refers to the point where it is determined that an asset is irrecoverable, or it is no longer considered economically viable to try to recover the asset or it is deemed immaterial or full and final settlement is reached and the shortfall written off. In the event ofwrite-off, the customer balance is removed from the balance sheet and the impairment reserveallowance held against the asset is released.

‘Wrong-way risk’ Arises, in a trading exposure, when there is significant correlation between the underlying asset and the counterparty, which in the event of default would lead to a significant mark to market loss. When assessing the credit exposure of awrong-way trade, analysts take into account the correlation between the counterparty and the underlying asset as part of the sanctioning process.

432    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


Shareholder information

Barclays shareholding

  Key dates

  5 April 2018

  Final dividend payment date

  26 April 2018

  Q1 Results Announcement

  1 May 2018

  Annual General Meeting, at 10.00am

  17 September 2018

  Interim dividend payment date

Annual General Meeting (AGM)

This year’s AGM will be held at the QEII Centre, Westminster, London SW1P 3EE, on Tuesday, 1 May 2018 at 10.00am.

The Chairman and Chief Executive will update shareholders on our performance in 2017 and our goals for 2018. Shareholders will also have the opportunity to ask the Board questions at the meeting.

LOGO

You can find out more at

home.barclays/agm

LOGO

Donations to charity

We launched a Share Dealing Service in October 2017 aimed at shareholders with relatively small shareholdings for whom it might otherwise be uneconomical to deal. One option open to shareholders was to donate their sale proceeds to ShareGift. As a result of this initiative, more than £61,000 was donated in 2017, taking the total donated since 2015 to over £299,000.

Returning funds to shareholders

Over 60,000 shareholders did not cash their Shares Not Taken Up (SNTU) cheque following the Rights Issue in September 2013. In 2017, we continued the tracing process to reunite these shareholders with their SNTU monies and any unclaimed dividends. By the end of the year, we had returned over £4.5m to our shareholders.

Keep your personal details up to date

Please remember to tell Equiniti if:

you move

you need to update your bank or building society details.

If you are a Shareview member, you can update your bank or building society account or address details online. If you hold 2,500 shares or less, you can update details quickly and easily over the telephone using the Equiniti contact details overleaf. If you hold more than 2,500 shares you will need to write to Equiniti. You must provide a copy of your share certificate, Sharestore statement or most recent dividend confirmation. If these are not available, you will need to provide a copy of a utility bill or bank statement dated in the last three months.

Dividends

The final dividend for the year ended 31 December 2017 will be 2.0 pence per share, making the 2017 total dividend 3.0 pence.

Barclays understands the importance of the ordinary dividend for our shareholders. Barclays is therefore committed to maintaining an appropriate balance between total cash returns to shareholders, investment in the business, and maintaining a strong capital position. Going forward, Barclays intends to pay an annual ordinary dividend that takes into account these objectives and the medium-term earnings outlook of the Group. It is also the Board’s intention to supplement the ordinary dividends with additional returns to shareholders as and when appropriate.

The Board notes that in determining any proposed distributions to shareholders, the Board will consider the expectation of servicing more senior securities.

For 2018, Barclays anticipates resuming a total cash dividend of 6.5p, subject to regulatory approvals.

How do Barclays shareholders receive their dividends?

As at 31 December 2017, Barclays shareholders received their dividends in the following ways:

LOGO

Save time and receive your dividends faster by choosing to have them paid directly into your bank or building society account

It is easy to set up and your money will be in your bank account on the dividend payment date. If you hold 2,500 shares or less, you can provide your bank or building society details quickly and easily over the telephone using the Equiniti contact details overleaf. If you hold more than 2,500 shares, please contact Equiniti for details of how to change your payment instruction.

Scrip Dividend Programme

Shareholders can choose to have their dividends reinvested in new ordinary Barclays shares through the Scrip Dividend Programme.

More information, including the Terms and Conditions and application form, are available on our website.

.LOGO

To find out more, contact Equiniti or

visit home.barclays/dividends

Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F    433


Useful contact details

Equiniti

LOGOThe Barclays share register is maintained by Equiniti. If you have any questions about
your Barclays shares, please contact Equiniti by visitingshareview.co.uk

LOGO

Equiniti

0371 384 2055a

(in the UK)

+ 44 121 415 7004

(from overseas)

0371 384 2255a

(for the hearing impaired in the UK)

+44 121 415 7028

(for the hearing impaired

from overseas)

LOGO

Aspect House, Spencer Road,

Lancing, West Sussex BN99 6DA

American Depositary Receipts (ADRs)

ADRs represent the ownership of Barclays PLC shares which are traded on the New York Stock Exchange. ADRs carry prices, and pay dividends, in US dollars.

LOGOIf you have any questions about ADRs, please contact J.P.Morgan:
J.P.Morgan: jpmorgan.adr@wellsfargo.com or visit adr.com

LOGO

J.P.Morgan Shareholder Services

+1 800 990 1135

(toll free in US and Canada)

+1 651 453 2128

(outside the US and Canada)

LOGO

JPMorgan Chase Bank N.A.

PO Box 64504

St Paul

MN 55164-0504

USA

Shareholder Relations

LOGOTo give us your feedback or if you have any questions, please contact:
privateshareholderrelations@barclays.com

LOGO

Shareholder Relations

Barclays PLC

1 Churchill Place London

E14 5HP

Share price

LOGOInformation on the Barclays share price and other share price tools are available
at:home.barclays/investorrelations

LOGO

Managing your shares online

Shareview

Barclays shareholders can go online to manage their shareholding and find out about Barclays performance by joining Shareview.

Through Shareview, you:

will receive the latest updates from Barclays direct to your email

can update your address and bank details online

can vote in advance of general meetings.

To join Shareview, please follow these three easy steps:

Step 1Go toportfolio.shareview.co.uk
Step 2Register for electronic communications by following the instructions on screen
Step 3You will be sent an activation code in the post the next working day

Shareholder security

Shareholders should be wary of any cold calls with an offer to buy or sell shares. Fraudsters use persuasive and high-pressure techniques to lure shareholders into high-risk investments or scams. You should treat any unsolicited calls with caution.

Please keep in mind that firms authorised by the Financial Conduct Authority (FCA) are unlikely to contact you out of the blue. You should consider getting independent financial or professional advice from someone unconnected to the respective firm before you hand over any money.

Report a scam

If you suspect that you have been approached by fraudsters please tell the FCA using the share fraud reporting form at fca.org.uk/scams. You can also call the FCA Helpline on 0800 111 6768 or through Action Fraud on 0300 123 2040.

Alternative formats

Shareholder documents can be provided in large print, audio CD or Braille free of charge by calling Equiniti. 0371 384 2055a (in the UK) +44 121 415 7004 (from overseas)

Audio versions of the Strategic Report will also be available at the AGM

LOGO  

Note
aLines open 8.30am to 5.30pm (UK time) Monday to Friday, excluding public holidays.

434    Barclays PLC and Barclays Bank PLC 2017 Annual Report on Form 20-F


LOGO

Front cover image

Out of Africa, into new territory

After more than 150 years on the continent, the decision to sell down Barclays’ investment in Africa was not an easy one. But with people like Win Chung and Sophia Aluko working hard to ensure a thoughtful separation, we broke new ground for Barclays in 2017.

LOGO

This Report is printed on Cocoon Preprint made from 100% FSC® Recycled certified fibre sourced fromde-inked post-consumer waste. The printer and the manufacturing mill are both credited with ISO14001 Environmental Management Systems Standard and both are FSC® certified. By printing this publication on Cocoon Preprint, the environmental impact was reduced by: 4,952 kg of landfill, 732 kg CO and greenhouse gases, 102,989 litres of water, 9,490 kWh of energy and 8,046 kg of wood.

Source: Carbon footprint data evaluated by Labelia Conseil in accordance with the Bilan Carbone methodology. Calculations are based on a comparison between the recycled paper used versus a virgin fibre paper according to the latest European BREF data (virgin fibre paper) available.

Registered office: 1 Churchill Place, London E14 5HP

© Barclays Bank PLC 2018                                                                              000000

Registered in England. Registered No: 48839

Designed by FleishmanHillard Fishburn www.fhflondon.co.uk

 

 

436  |


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 March 3, 2015 Barclays PLC
(Registrant)
By

/s/ Tushar Morzaria

Tushar Morzaria, Group Finance Director

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 March 3, 2015Barclays Bank PLC 2017 Annual Report on Form 20-F    435
(Registrant)
By

/s/ Tushar Morzaria

Tushar Morzaria, Group Finance Director

|  437


EXHIBIT INDEX

 

Exhibit

  

Description

1.1

  Articles of Association of Barclays PLC (incorporated by reference to the Form6-K filed on May 2nd, 2013)

1.2

  Articles of Association of Barclays Bank PLC (incorporated by reference to the Form6-K filed on May 13th,13th, 2010)

2.1

  Long Term Debt Instruments: Neither Barclays PLC nor Barclays Bank PLC is party to any single instrument relating to long-term debt pursuant to which a total amount of securities exceeding 10% of either Barclays PLC’s or Barclays Bank PLC’s total assets (on a consolidated basis) is authorised to be issued. Each of Barclays PLC and Barclays Bank 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.

4.0   

  4.1
  Rules of the Barclays Group Performance Share Plan (2005) (incorporated by reference to the 2006 Form 20-F filed on March 26th, 2007)

4.1   

Rules of the Barclays PLC Renewed 1986 Executive Share Option Scheme (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29th, 2008)

4.2   

Rules of the Barclays PLC Approved Incentive Share Option Plan (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29th, 2008)

4.3   

Rules of the Barclays PLC Unapproved Incentive Share Option Plans (incorporated by reference to the Barclays PLC Registration Statement on Form S-8 (File no. 333-153723) filed on September 29th, 2008)

4.4   

Rules of the Barclays PLC Executive Share Award Scheme - Incorporated by reference to the Barclays PLC Registration Statement onForm S-8 (File no. 333-173899) filed on May 3rd, 2011)

4.5   

Rules of the Barclays Group Special Award Performance Share Plan (incorporated by reference to the Barclays PLC Registration Statement onForm S-8 (File no. 333-153723) filed on September 29th, 2008)

4.6   

Rules of the Barclays Group Incentive Share Plan (incorporated by reference to the Barclays PLC Registration Statement on FormS-8 (File no.333-153723) filed on September 29th,29th, 2008)

4.7   

  4.2
  Rules of Barclays Bank PLC 1999 Directors Deferred Compensation Plan (amended and restated, effective January 1, 2008) (incorporated by reference to Barclays Bank PLC’s Registration Statement on Form S-8 (File no. 333-149301) filed on February 19th, 2008)

4.8   

Rules of Barclays Bank PLC Senior Management Deferred Compensation Plan (amended and restated, effective January 1, 2008) (incorporated by reference to Barclays Bank PLC’s Registration Statement on Form S-8 (File no. 333-149302) filed on February 19th, 2008)

4.9   

Rules of the Barclays Group Share Value Plan (incorporated by reference to the 20142013 Form20-F filed on March 14th,14th. 2014)

4.10 

  4.3
  Rules of the Barclays PLC Long Term Incentive Plan (Incorporated by reference to the Barclays PLC Registration Statement on FormS-8 (File no.333-173899) filed on May 3rd,3rd, 2011)

4.11 

  4.4
  Service Contract – Antony Jenkins (incorporatedRules of the Barclays Group Deferred Share Value Plan (incorporate by reference to the 20122016 Form20-F filed on March 13 2013)Feburary 23rd, 2017)

4.12 

  4.5
  Contract of Employment – Tushar Morzaria (Incorporated by reference to the 2014 Form20-F filed on 14th March 14th, 2014)

4.13 

  4.6
  Appointment Letter – Sir John Sunderland (Incorporated by reference to the 2005 Form 20-F filed on 29th March 2006)

4.14 

Appointment Letter – Fulvio Conti (incorporated by reference to the 2006 Form 20-F filed on March 26, 2007)

4.15 

Appointment Letter – Sir Michael Rake (incorporated by reference to the 2007 20-F filed on March 26, 2008)

4.16 

Appointment Letter – Reuben Jeffery III (incorporated by reference to the 2009 Form20-F filed on March 19th, 2010)


4.17

  4.7
  Appointment Letter – Dambisa Moyo (incorporated by reference to the 2010 Form20-F filed on March 21st, 2011)

4.18

  4.8
  Appointment Letter – Sir David Walker (incorporated by reference to the 2013 Form 20-F filed on March 13, 2013)

4.19

Appointment Letter – Tim Breedon (incorporated by reference to the 20132012 Form20-F filed on March 13th, 2013)

4.20

  4.9
  Appointment Letter – Diane de Saint Victor (incorporated by reference to the 2013 Form 20-F filed on March 13, 2013)

4.21

Appointment Letter – Michael Ashley (Incorporated by reference to the 20142013 Form20-F filed on 14th March 14th, 2014)

4.22

4.10
  Appointment Letter – Wendy Lucas-BullLetter—Crawford Gillies (Incorporated by reference to the 2014 Form20-F filed on 14th March 2014)3rd, 2015)

4.23

4.11
  Appointment Letter – Stephen ThiekeLetter— John McFarlane (Incorporated by reference to the 2014 Form20-F filed on 14th March 2014)3rd, 2015)

4.24

4.12
  Appointment Letter – Frits van Paasschen (IncorporatedSir Gerry Grimstone (incorporated by reference to the 20142015 Form20-F filed on 14th March 2014)1st, 2016)

4.25

4.13
  Appointment Letter - Crawford Gillies– Diane Schueneman (incorporated by reference to the 2015 Form20-F filed on March 1st, 2016)

4.26

4.14
  Appointment Letter - John McFarlaneContract of employment – James E Staley (incorporated by reference to the 2015 Form20-F filed on March 1st, 2016)

7.1

4.15
  Transfer of Employment – James E Staley (incorporate by reference to the 2016 Form20-F filed on Feburary 23rd, 2017)
4.16Transfer of Employment – Tushar Morzaria (incorporate by reference to the 2016 Form20-F filed on Feburary 23rd, 2017)
4.17Appointment Letter – Mary Francis (incorporate by reference to the 2016 Form20-F filed on Feburary 23rd, 2017)
4.18Appointment Letter – Sir Ian Cheshire
4.19Appointment Letter – Mike Turner
4.20Appointment Letter – Matthew Lester
  7.1Ratios of earnings to fixed charges. The calculations can be found in the Barclays Bank PLC financial data on page 421410 of theForm  20-F.


7.2

  Ratios of earnings to combined fixed charges, preference share dividends and similar appropriations. The calculations can be found in the Barclays Bank PLC financial data on page 421410 of theForm 20-F.

7.3

  Ratios of earnings to fixed charges. The calculations can be found in the Barclays PLC financial data on page 401385 of theForm  20-F.

7.4

  Ratios of earnings to combined fixed charges, preference share dividends and similar appropriations. The calculations can be found in the Barclays PLC financial data on page 402385 of theForm 20-F.

8.1

  List of subsidiaries. The list of subsidiaries of Barclays PLC can be found on pages 295 to 300 of the Form20-F.

11.1

  Code of Ethics

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 and Barclays Bank PLC.
15.2Consent of PricewaterhouseCoopers LLP for incorporation by reference of reports in certain securities registration statements of Barclays PLC and Barclays Bank PLC.

99.1

  A table setting forth the issued share capital of Barclays PLC and the Barclays PLC Group’s total shareholders’ equity, indebtedness and contingent liabilities as at 31 December 2014.2017

99.2

  A table setting forth the issued share capital of Barclays Bank PLC and the Barclays Bank PLC Group’s total shareholders’ equity, indebtedness and contingent liabilities as at 31 December 2014.2017


Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

Date February 22nd, 2018

Barclays PLC

(Registrant)

By

/s/ Tushar Morzaria

Tushar Morzaria, Group Finance Director

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

Date February 22nd, 2018

Barclays Bank PLC

(Registrant)

By

/s/ Tushar Morzaria

Tushar Morzaria, Group Finance Director