EX-4.12



 Exhibit 4.12 

Barclays PLC 
 1 Churchill Place 

London 
 E14 5HP 

1 April 2018     
 Dear Diane, 

Following the Barclays PLC (the ‘Company’ or ‘BPLC’) Board meeting on 27 March 2018, the Board agreed a new appointment letter would be issued
in connection with your current appointment as an independent non-executive director of the BPLC Board following the separation of Barclays ring fenced and non-ring
fenced banking activities and the stand up of the new Boards of Barclays Bank PLC and Barclays Bank UK PLC. 
 As such, I am pleased to
re-confirm your appointment as an independent non-executive director of BPLC. 
  

	 	1.	 Appointment  


  

	 	(a)	 This letter and its enclosures are a contract for services and not a contract of employment. Reference to your appointment
in this letter means any or all of the offices as set out in 1(b) - (c) below. 


  

	 	(b)	 With effect from 25 June 2015, you have served as an independent
non-executive director of BPLC. 


  

	 	(c)	 During your appointment, you may be required to serve on board Committees (whether standing or ad hoc), membership of
which will be agreed with you at the time. Committee membership will be considered on appointment and will be subject to accepted principles of good governance and the needs of the BPLC Board at the time. 



 

	 	(d)	 As agreed you will serve as a member of the BPLC Board Audit Committee and Board Risk Committee. 



 

	 	2.	 Term  


  

	 	(a)	 Subject to the termination provisions in section 3 below, your appointment will be for an initial term of 3 years from the
date of your appointment and subject to the annual re-election by shareholders (see below). On or before the expiry of your initial term, and subject to the needs of the Board at the time, you may be invited
to serve for a further term of up to three years. Non-executive directors will not usually serve for more than six years, however this is subject to the discretion of the Board Nominations Committee.



  

	 	(b)	 Your appointment, including any extension of your term, is subject to the following: 



 

	 	  i.	 the Company’s Articles of Association, a copy of which was included in your original appointment pack;




	 	 ii.	 annual re-election by shareholders at the BPLC AGM, in accordance with the UK
Corporate Governance Code; 



	 	 iii.	 your ongoing ability to satisfy the standards and obligations applicable to directors of public companies, and, in
particular, any regulatory standards expected of directors of banks and financial services firms, including if applicable, the need for regulatory approval and other requirements placed on directors under the Senior Managers Regime including the
Senior Manager and Individual Conduct Rules; 



	 	 iv.	 your ongoing fitness to serve as a company director and/or, if applicable, in a senior manager function;




	 	 v.	 your ongoing performance and contribution to the Board as assessed by the BPLC Board having regard to relevant
information, including the annual review of the effectiveness of the Board and individual directors; 










	 	vi.	 the needs of the Board having regard to the skills and experience required to oversee the business, which may change over
time. 


  

	 	(c)	 You undertake to inform the Company Secretary or Chairman of BPLC or relevant regulatory authority of any change in your
personal or professional circumstances that might impact your ability to continue in your role as an independent non-executive director of BPLC.    This includes, but is not limited to:



  

	 	  i.	 You being charged with and/or convicted of a criminal offence (other than an offence under any road traffic legislation in
the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); 



	 	 ii.	 You becoming bankrupt (or its equivalent status in any other jurisdiction) or become insolvent or enter into any
arrangements or composition with your creditors; 



	 	 iii.	 You being subject to personal sanction in respect of any of your other roles, or guilty of any serious misconduct or
conduct which is calculated or likely to bring the Barclays Group or any of its directors or subsidiaries into disrepute or which conflicts with the Barclays Values, a copy of which was included in your original appointment pack. 



  

	 	3.	 Termination 


  

	 	(a)	 Your appointment is conditional upon you satisfying and maintaining on an ongoing basis, the requirements of section 2
above. 


  

	 	(b)	 This appointment can be terminated at any time by either party giving notice in writing to the other. Both parties agree
that, in order to facilitate an orderly exit and succession, and where circumstances permit, they will provide reasonable notice to the other of their intentions to terminate the appointment. 



 

	 	(c)	 There is no entitlement to any payment for loss of office. Regardless of the reason for termination, you will only be
entitled to such fees and expenses as have accrued and are due to you as at the date of termination. 


  

	 	(d)	 On termination of your appointment, you will immediately deliver to the Company all documents, records, papers or other
company property which may be in your possession or under your control and which relate in any way to the business affairs of the Company or Barclays. You agree not to retain any copies or duplicates in any format. 



 

	 	(e)	 On termination of your appointment and whether or not you have formally resigned from your position, you will be deemed to
have done so. You agree that, on termination, Barclays is entitled to issue any announcements or other filings required as a result of you ceasing to be a director. 



 

	 	4.	 Fees  


  

	 	(a)	 In respect of your appointment, you will receive a fee (‘Fee’) of: 



	 	  i.	 £80,000 per year payable in respect of your directorship of BPLC; and 



	 	 ii.	 Such other fee as shall be payable in respect of any other Committee memberships as advised to you on appointment to a
Committee. 


  

	 	(b)	 The Fee is payable monthly in arrears by direct credit into your nominated bank account less any tax and any other
statutory deductions. On termination, you will only be entitled to such amount of the Fee as has accrued at the date of termination. 


  

	 	(c)	 Any reasonable out of pocket expenses that you incur in performing your duties will be reimbursed in accordance with our
standard expenses policy, a copy of which is available on request. 


  

	 	(d)	 The Fee may be subject to any amendment or qualification as required by any law, regulation or regulatory authority
including but not limited to tax and national insurance deductions as applicable. 


  

	 	(e)	 To ensure alignment with the Group’s interests, all directors of BPLC are encouraged to hold shares in Barclays PLC.
All dealings are subject to the Barclays Group Securities Dealing Code, a copy of which is available on request. You will be required to take £30,000 of your Fee, after tax and any other statutory deductions, in Barclays PLC shares
(‘Shares’). The Shares will be purchased 










	 	
twice a year after the announcement of the Barclays PLC full and half-year financial results. The Shares will be held on your behalf until the termination of your appointment; enclosed is an
agreement setting out the details, please sign and return. 

  

	 	(f)	 There is no contractual entitlement to any increase in your Fee during your appointment. Directors’ fees are reviewed
periodically by the BPLC Remuneration Committee and benchmarked to the market. 


  

	 	(g)	 Aside from the Fee, you are not eligible to receive any contractual benefits. As a
non-executive director, you are not eligible to participate in any benefit schemes, including but not limited to the Barclays Group’s incentive award, long term incentive schemes and the Barclays
Group’s pension scheme, nor to receive any payment or cash allowances in lieu. 


  

	 	5.	 Directors Share Qualification 



Under Barclays PLC Articles of Association, you are required to hold £500 in nominal value (2,000 Ordinary shares of 25p each) of Barclays PLC
within two months of your appointment. In accordance with the Barclays Group Securities Dealing Code, you must obtain clearance to deal before you acquire these or any Barclays PLC shares. If you would like assistance in purchasing these shares,
please let me know and I will arrange this for you. 
  

	 	6.	 Role as a non-executive director 



 

	 	(a)	 The attached role profile will form part of your contract for services. The role profile may be changed from time to time,
and once notified to you, shall be deemed to replace the attached and form part of your contract for services. 


  

	 	(b)	 As an independent non-executive director, your primary responsibility is to
provide effective oversight and constructive challenge, helping to develop proposals on strategy and then fully empowering the executive directors to implement the strategy. 



 

	 	(c)	 Non-executive directors have the same legal responsibilities and duties as any
other director and are required to take decisions in the best interests of the Company. The Board as a whole is collectively responsible for promoting the success of the Company and for supervising the Company’s affairs by providing sound
leadership within a framework of prudent and effective controls and risk management; setting the Company’s strategic aims, ensuring that the necessary financial and human resources are in place for the Company to meet its objectives; reviewing
management performance and setting the Company’s values and standards. 


  

	 	(d)	 During your appointment you agree to diligently perform such duties, responsibilities and functions (whether statutory,
fiduciary or common law) as are consistent with your position and role profile as an independent non-executive director and with any relevant Barclays Group policies and procedures. 



 

	 	7.	 Time Commitment  



 

	 	(a)	 In accepting this appointment, you confirm that you are able to allocate sufficient time to meet the expectations of your
role on the BPLC Board including being available to devote additional time to the role during periods of increased activity or in response to market developments. Directors are also expected to attend the BPLC AGM, usually held in April / May and be
available afterwards to meet with and answer questions from shareholders. 


  

	 	(b)	 The agreement of the Chairman of BPLC must be sought before accepting additional appointments to any other company,
corporate body, or entity, during your tenure that might affect the time that you are able to devote to your role. 


  

	 	(c)	 All directors are expected to attend all Board meetings. The BPLC Board is expected to formally meet up to eight times a
year, including an annual 1-2 day strategy session and on an ad-hoc basis as required. Some of the meetings may be held overseas. You will also be required to attend
meetings of Committees of which you are a member. 


  

	 	(d)	 There is a standing invitation to all non-executive directors to attend any other
BPLC Board Committee meeting. Please inform the relevant BPLC Committee Chairman if you wish to attend a meeting of which you are not a member. 










	 	(e)	 Directors are expected to set aside sufficient time to consider the papers in advance of BPLC Board and Committee
meetings. Papers are normally circulated to directors in the week prior to the relevant meeting. 


  

	 	(f)	 Your average expected time commitment for your role as a BPLC non-executive
director is 30 days per year, including membership of any committees. 


  

	 	8.	 Conflicts of interests and outside interests  



 

	 	(a)	 As a director you have a duty to avoid conflicts of interest and to disclose personal interests in contracts.



  

	 	(b)	 It is accepted and acknowledged that you have business and other interests outside the Company. Subject to such interests
not giving rise to a conflict, the Company does not object to you continuing with such interests provided they have been fully disclosed and accepted by the Company prior to your appointment. Should you become aware of any actual or potential
conflicts of interest in the course of your appointment, these should be discussed with the Chairman of BPLC as soon as possible and authorised by the Board of BPLC. All conflicts must be recorded in accordance with the Board’s stated policy.



  

	 	(c)	 As set out above, you must seek permission from the Chairman of BPLC before taking on any additional outside
interests. 


  

	 	9.	 Induction, Values and Support 



 

	 	(a)	 To assist directors in making a contribution to the BPLC Board as quickly as possible, all directors are offered a
comprehensive induction programme, details of which were provided to you when you joined the Board. We will also provide briefings on the details of procedures regarding the disclosure of any conflicts of interest, data protection, the control of
inside information and for obtaining clearance to deal in BPLC shares. 


  

	 	(b)	 The Barclays Values (Respect, Integrity, Service, Excellence and Stewardship) are a central part of everything we do. The
Values form a critical part of how Barclays is changing, as well as our purpose and behaviours. You will be expected to act in accordance with the Values as a non-executive director of the Company, and, in
particular, to follow our Code of Conduct (known as the Barclays Way). 


  

	 	(c)	 On-going training and briefings on particular topics will be made available,
including any topics that you may request. 


  

	 	(d)	 As Company Secretary, I am available to all directors to support the effective discharge of their duties and to assist
with any queries. The Barclays Group General Counsel is also available to assist you with legal queries. 


  

	 	(e)	 Occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director.
Where it is deemed appropriate for you to seek advice from independent legal advisers, you may, with the prior written agreement of the Company Secretary, seek independent advice at Barclays’ expense. 



 

	 	10.	 Confidentiality 


  


	 	(a)	 You will appreciate that the business of the Company and the Barclays Group is a specialised and competitive business. In
the course of your appointment you will have access to and knowledge of, the trade secrets and confidential information of the Company and the Barclays Group. You acknowledge that the disclosure of any trade secrets or confidential information to
actual or potential competitors of the Company and/or any Barclays Group company would place the Company and/or the Barclays Group at a serious competitive disadvantage and would do serious damage, financial and/or otherwise, to its or their
business and business development and would cause immeasurable harm. 


  

	 	(b)	 You must neither during the term of your appointment (except in the proper performance of the duties of your office or
with the express written consent of the Board) nor at any time (without limit) after the termination of your appointment except where disclosure is required by law, by an order of a competent court or by a regulatory body: 










	 	  i.	 publish, divulge or communicate to any person, company, business entity or other organisation or to the media or any
social media; 



	 	 ii.	 use for your own purposes or for any purposes other than those of the Company or the Barclays Group; or




	 	 iii.	 through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of any confidential
information 


  

	 	(c)	 These restrictions shall cease to apply to any information which shall become available to the public generally otherwise
than through any breach by you of the provisions of this letter or other default of yours. 


  

	 	(d)	 All notes, memoranda, records and documents (in whatever form or media held) that you make during the term of your
appointment in performing your duties as non-executive director will belong to the Barclays Group and will be handed over to Barclays together with any copies promptly from time to time on reasonable request
of any Barclays Group Company and at the end of your appointment. 


  

	 	(e)	 Nothing in this letter, including but not limited to the provisions on confidentiality above, is intended to or shall
prevent you from raising concerns in line with Barclays’ internal reporting processes or making any disclosure to governmental bodies, law enforcement authorities and/or regulators as permitted or required under applicable law or regulation
(including but not limited to a “protected disclosure” within the meaning of Part 43A (Protected Disclosures) of the Employment Rights Act 1996 and to any protected disclosures made about matters previously disclosed to another recipient).



  

	 	11.	 Dealing in Barclays Securities  



 

	 	(a)	 Your attention is drawn to the requirements under both law and regulation regarding the disclosure of price sensitive
information. Matters relating to BPLC may from time to time give rise to price sensitive information which must be held under strict confidentiality conditions. 



 

	 	(b)	 Your responsibilities will be explained to you as part of your induction. You should avoid taking any action that might
risk a breach of these requirements. If you need any assistance in understanding your obligations, please contact me. 


  

	 	12.	 Indemnification and insurance  



 

	 	(a)	 As a statutory director of BPLC you will have the benefit of and are able to rely upon an indemnity from BPLC. Your
indemnity is of course in addition to any other protection available to you by virtue of the provisions of statute, common law or indeed any specific contract. 



 

	 	(b)	 To formalise the indemnification arrangements referred to above, you will be issued with a deed of indemnity from BPLC and
instructions on what steps you need to take to enter into the deed and to accept its terms and conditions. 


  

	 	(c)	 As a UK statutory director you will be deemed to be an insured person for the purpose of the Group’s current policy
of Directors’ and Officers’ Liability Insurance subject to its terms and conditions. 


  

	 	13.	 Data Privacy  


  

	 	(a)	 The Company and any Barclays Group company shall process your personal information for administrative and other purposes
related to your appointment and the conduct of the business of the Barclays Group (the Agreed Purposes). Processing includes obtaining, holding, editing, destroying or disclosing your personal information to any Barclays Group company and/or any
third parties (for example, insurers, banks and new Barclays Group companies following a business transfer or merger) for the Agreed Purposes (‘Processing’ or ‘Process’). Barclays may also transfer your information to any
Barclays Group company and/or any third parties (for example, insurers, banks and new Barclays Group companies following a business transfer or merger) in order to Process your personal information for the Agreed Purposes. 










	 	(b)	 You agree to provide your personal information to the Company and the Barclays Group and consent to the Processing of that
information for the Agreed Purposes. This may include transfers to recipients based in another country to your place of appointment (either within or outside the EEA). 



This letter and enclosures set out the main terms of your appointment and on acceptance will constitute a contract for services. 

Please confirm your acceptance of the appointment as set out in this letter by signing and returning the enclosed duplicate letter. If I can help with any further
information, please do not hesitate to contact me. 
 Yours sincerely, 
 Stephen
Shapiro 
 Company Secretary 
 Barclays PLC 

Enclosures: 

	 	●	 	 Role Profile for BPLC non-executive directors 



	 	●	 	 Dates for 2018 BPLC Board and Committee meetings 



I agree to the terms and conditions of my appointment as set out in this letter dated 1 April 2018. 

 

					
	Signed:	 	                	 	  

			
	Name:	 		 	   Diane Schueneman

			
	Date:	 		 	   1 April 2018