Exhibit 4.19 
 
22 January 2020 

 
Dear Brian, 
 
Following your 
discussions with 
Nigel Higgins, Chairman of Barclays 
PLC, I am pleased to confirm your 
appointment as an independent non-
executive director of Barclays PLC (the 
‘Company’ or ‘BPLC’). BPLC and its subsidiaries and associated companies are referred 
to as 
the 'Barclays 
Group' 
in this 
letter. 
 
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 
1 February 
2020, 
you will 
serve as an independent non-executive 
director of BPLC. 

 
(c)
 
During your 
appointment, you may be required 
to serve on Committees (whether standing or ad hoc) of the Board of Directors of BPLC 
(the 'BPLC Board'), 
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. 

 
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 BPLC 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; 

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 compliance with 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 BPLC Board, as assessed 
by the BPLC 
Board 
having regard 
to relevant 
information, including the annual review of the effectiveness 
of the BPLC Board and 
individual directors and the importance of 
such contribution is to the Company’s continued 
long-term sustainable success; 
vi.
 
the needs of the BPLC Board 
having regard 
to the skills, 
knowledge 
and experience required 
to oversee the business, 
which 
may change over 
time. 

 
(c)
 
You 
undertake to inform 
the Company Secretary or 
Chair 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 offen 
ce 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; and 
iii.
 
You 
being subject to personal sanction in respect of any of your other 
roles, or guilty of a breach of the Senior Manager or 
Individual Conduct 
Rules, 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 will be included in your 
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. In accordance 
with the UK Corporate Governance 
Code, if you choose to resign and have 
concerns about 
the operation of the BPLC Board 
or the Management of the Company 
then you should provide a written statement 
to the 
Chair for circulation to the BPLC Board, 
which outlines your concerns. 
 
(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)
 
Prior to the termination of your appointment, 
to the extent applicable and if 
so requested, you 
will prepare 
and provide 
to the Company a 
handover 
note in respect of your Senior Manager 
responsibilities 
in accordance 
with the Company's policy, or otherwise in a form 
prescribed 
by the Company 
sufficient for it to comply with its obligations in that respect. 
 






 

 

 

 

 

 
 
 
 
(e)
 
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 
the Barclays Group. 
You 
agree not to retain any copies or duplicates in any format. 

 
(f)
 
On termination of your 
appointment and whether 
or not you have formally resigned from your position, you will be deemed to have 
done so with effect from the date of termination. You 
agree that, on termination, relevant members 
of the Barclays Group are 
entitled to 
issue any announcements and 
make any filings or notifications 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.
 
£90,000 
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 Barclays Group’s 
interests, all directors of BPLC are encouraged 
to hold shares in BPLC. 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 
BPLC shares (‘Shares’). 
The Shares will be purchased twice a year after the 
announcement 
of the BPLC full and half-year financial results. The Shares will be held on your behalf until the termination of your 
appointment; an agreement setting out 
the details for signature and return 
will be included in your appointment pack. 
 
(f)
 
There is no contractual 
entitlement to any increase in your 
Fee during your 
appointment. Directors’ fees 
are reviewed periodically 
by the 
BPLC Board 
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 the Company's 
Articles of Association, you are required 
to hold £500 in nominal value (2,000 Shares of 25p 
each) of BPLC 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 other BPLC 
securities. 
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 responsibilities 
include providing 
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 dire 
ctors 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 BPLC Board 
as a 
whole is collectively responsible for promoting 
the long-term sustainable success 
of 
the Company, 
generating value for 
shareholders and contributing 
to wider society. All directors must act 
with integrity, lead 
by example 
and promote 
the desired culture. 
The BPLC Board 
is responsible for: supervising the Company's affairs by providing 
effective and 
entrepreneurial 
leadership within a framework of prudent 
and effective controls and risk management; establishing the 
Company's 
purpose, values and strategy and ensuring that these align with the Company's 
culture; ensuring that the necessary resources are in 
place for the Company 
to meet its 
objectives and measure performance 
against them; 
reviewing management 
performance, offering 
specialist advice and holding management 
to account; and ensuring effective engagement 
with, and encourage participat 
ion from, 
shareholders and stakeholders and ensuring 
that workforce policies and practices are consistent with the Company’s values and support 
its long 
-term sustainable success. 
 
(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 rel 
evant 
Barclays Group 
policies and procedures. 
 
(e)
 
To the extent applicable, 
during your 
appointment you will discharge your responsibilities 
under the Statement of Responsibilities 
allocated to you by the Company 
and in your capacity as a Senior Manager maintain appropriate 
records in respect thereof. 
 
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 BPLC Board 
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 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 
Chair 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 
expected average 
time commitment for your role 
as a 
BPLC non 
-executive director is 35 
-40 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 activities and other interests outside of the Company such as but not limited to: 
directorships, trusteeships, advisory positions, shareholdings or 
other significant commitments. Subject to such interests not giving rise 
to an actual or potential conflict, the Company 
does not object to you continuing with such interests provided 
they have been fully 
disclosed (including 
but not limited to, details of the associated time commitments and notification of any commercial relationship with 
the Barclays Group) 
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 Chair of BPLC as soon as possible and 
authorised by the BPLC Board. 
All conflicts must be recorded 
in accordance with the BPLC Board’s stated policy. 

 
 
(c)
 
As set out above, you 
must seek permission from the BPLC Board 
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 will be provided 
to you when you 
join the BPLC 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 securities. 
 
(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 the Barclays 
Group 
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)
 
As a non-executive director, 
you are expected to devote sufficient time to developing 
and refreshing 
your knowledge 
and skills 
to ensure 
that you have the knowledge 
and understanding 
to contribute to the 
BPLC Board 
effectively. On-going training 
and briefings on 
particular topics will be made available for this purpose, 
including any topics that you may 
request. 

 
(d)
 
As Company 
Secretary, I am available to all directors to support 
the effective and efficient 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 the Company's 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 BPLC 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 the Company 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, includin 
g 
but not limited to the provisions on confidentiality above, is intended to or shall prevent 
you from 
raising 
concerns in line with the Company's 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 Barclays 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 HR, compliance, administrative and other 
purposes related to your 
appointment and the conduct 
of the business 
of the Barclays Group, 
for the purposes of the Company's 
legitimate interest or as required 
by law (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’). 
The Company 
may also 
transfer your 
information to any other 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 comply with all applicable laws, regulations and policies of Barclays Group 
in relation to data protection and privacy. 
Further, 
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).
 
 
14.
 
Facilitation of tax evasion 
 
During your 
appointment, you will not knowingly do anything 
or omit to 
do anything to facilitate tax evasion, whether in the United Kingdom 
or in any other jurisdiction, and will immediately report 
to the BPLC Board any concerns 
or suspicions of tax 
evasion, the facilitation thereof 
or other financial crime by employees, agents, suppliers, 
customers and clients of the Barclays Group. 
 
This letter and en 
closures 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 BPLC Board 
and Committee meetings 

 
I agree to the terms and conditions of my appointment 
as set out in this letter dated 22 January 2020: 







 

 

 

 

 
 
 
 
Signed: 

Name: 

Date: