Exhibit 4.16 
 
 

6 November 
2018 
 
Dear Nigel, 
 
Following our 
recent discussions, I am writing to confirm the terms of your appointment as a non-executive director 
and, in due course, Chairman 
of Barclays PLC (the ‘Company’ 
or ‘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 to the office of non 
-executive director of BPLC 
and, save where the context requires otherwise, to the roles set out in 1(b) and (c) 
below. 
 
(b)
 
With effect from 
1 March 2019, 
subject to formal regulatory approval, you 
will be appointed as 
a non-executive director 
of BPLC and 
from the conclusion of BPLC's AGM 
on 2 May 2019 
('2019 
AGM') you will be appointed as the independent Chairman of BPLC. 

 
(c)
 
As agreed 
you will also 
serve as the Chairman of the BPLC Bo 
ard Nominations Committee with effect 
from the conclusion of the 2019 
AGM 
 
2.
 
Term 

 
(a)
 
Subject to the termination provisions in section 3 below, 
your appointment 
will be for an initial term of three 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.
 
initial election and 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 (together 'the Regime'); 

iv.
 
your ongoing 
fitness 
to serve as a company director 
and/or, 
if applicable, 
in a senior manager function under 
the Regime 
('Senior Manager'); 
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; and 
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 
Senior Independent Director 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 a director 
of BPLC, 
as 
independent Chairman 
of BPLC or as a Senior Manager. 
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 becoming 
insolvent or entering 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 of any 
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); or 
iv.
 
you being unable, or 
unlikely to be able, 
to perform 
your role 
due to ill 
health or other personal circumstances for 
a material 
period of time. 

 
3.
 
 
Termination 
 
(a)
 
Your 
appointment is conditional upon you 
satisfying 
and maintaining on an ongoing 
basis, 
the requirements of section 2(b) above. 

 
(b)
 
Your 
appointment may be terminated at any time by either party giving 
notice in writing to the other or in accordance 
with the 
Company's Articles of Association or the Companies Act 2006. 
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. Reasonable notice is agreed to be six months (save where 
you fail to continue to satisfy the requirements 
set out in 
sections 2(b)(ii) to 2(b)(iv) 
above or 
on the occurrence of the circumstances set 
out in section 2(c) above 
where, in each case, 
immediate termination by the Company 
will be permitted). 
 
(c)
 
There is no entitlement to any payment 
for loss of office. Regard 
less 
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)
 
The Company 
reserves the option, in its absolute discretion, to terminate your appointment 
with immediate effect and to pay you your 
Fees (as applicable, and defined below) 
subject to deductions, in equal instalments at such time(s) as you would have 
received such 






 

 

 

 

 
 
 
 
payments(s) of Fees (as 
applicable) had you been 
required 
to remain in your appointment for the whole or remainder 
of your notice 
period. 

 
(e)
 
Your 
appointment as Chairman and as a director would 
automatically terminate 
without any entitlement to notice or payment 
if the 
BPLC shareholders 
do not re-elect you at the BPLC AGM or if you 
are removed 
from office by the BPLC shareholders. 
 
(f)
 
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. 

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

 
4.
 
Fees 

 
(a)
 
In respect of your appointment 
as a 
non-executive 
director of BPLC from 
1 March 2019 
until the conclusion of the 2019 AGM, 
you will 
receive a fee ('NED Fee') of £80,000 
per year (pro rated, accordingly). 

 
(b)
 
In respect of your appointment 
as Chairman of BPLC and from the conclusion of the 2019 
AGM, you will receive a fee (‘Chairman Fee’ 
and together with the NED Fee, the 'Fees') of £800,000 
per year. 
You 
will not be entitled 
to an additional fee in respect of your role 
as 
Chairman of the BPLC Board 
Nominations 
Committee. 
 
(c)
 
The Fees will be 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 Fees as has accrued 
at the 
date of termination. 
 
(d)
 
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. 
 
(e)
 
The Fees 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. 
 
(f)
 
To ensure 
alignment with the 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. Following 
the commencement of your 
appointment as 
Chairman of BPLC, you will be required 
to take £100,000 
of your Chairman Fee, after tax 
and any other statutory deductions, in 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; 
enclosed is an agreement setting out the details, please sign and return. 
 
(g)
 
There is no contractual 
entitlement to any increase in your 
Fees during your 
appointment. Directors’ fees 
are reviewed periodically 
by the 
BPLC Remuneration 
Committee having regard 
to the Company's remuneration 
policy and benchmarked to the market. 

 
(h)
 
Aside from the Fees, subject to the rules 
of the relevant Barclays scheme from 
time to time in force, you are eligible to receive private 
medical insurance to cover you 
under the terms of the Barclays scheme. Your 
spouse will 
be eligible to participate in the Barclays scheme 
for dependents under 
the terms of that 
scheme from time to time in force, with monthly 
premium payable 
at your cost. As 
a non-
executive director, 
you are not eligible to participate in any 
other benefit schemes, including but not limited to the Barclays Group’s 
incentive award, long term incentive schemes 
and the Barclays Group’ 
s 
pension scheme, or to receive any payment 
or cash allowances in 
lieu. 

 
5.
 
Directors Share Qualification 
 
In accordance 
with the Company's Articles of Association, you are required 
to hold £500 in nominal value (2,000 Ordinary shares of 25p 
each) of BPLC within two months of your 
appointment subject to the provisions set out therein. In accordance 
with the Barclays Group 
Securities Dealing Code, you must obtain clearance to deal before 
you acquire 
these or any BPLC shares. If you would like assistance in 
purchasing 
these shares, please let me know and I will arrange this for you. 

 
6.
 
Role as Chairman 
 
(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 Chairman, your 
primary responsibilities include leading the BPLC Board and 
ensuring its overall effectiveness in directing the 
Company. 
You 
will provide objective judgement and 
promote 
a culture of openness and debate by facilitating constructive board 
relations and ensuring 
each non-executive 
director contributes effectively to the BPLC Board to help develop 
proposals on strategy and 
then fully empower 
the executive directors to 
implement the strategy. 

 
(c)
 
The Chairman and all 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 long-term 
sustainable success of the Company 
and 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; 
and providing 
constructive challenge and strategic guidance, offering specialist 
advice and holding management 
to account. 
 






 

 

 

 

 

 
 
 
 
(d)
 
During your 
appointment you agree to perform such duties, responsibilities and functions (whether statutory, fiduciary or common 
law) 
with diligence and in a manner consistent with your position and role 
profile as Chairman, the UK Corporate 
Governance Code 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. You 
agree that these services must take priority over 
other commitments and the particular need for your 
availability 
in the 
event of a significant matter arising. As Chairman you 
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 Company 
Secretary or the Senior Independent 
Director of BPLC must be sought prior to accepting additional 
engagements, offices or appointments 
(paid or unpaid) 
with any other company, 
corporate body, or 
entity, during your tenure 
that might 
affect the time that you are able to 
devote to your role 
or could give rise to a conflict of 
interest. 

 
(c)
 
As Chairman you 
are expected to chair all Board meetings. The BPLC Board 
is expected to 
formally meet up to eight times a year, 
including an annual one to two 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 chair the BPLC Board Nominations Committee meetings. 

 
(d)
 
You 
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. 

 
(e)
 
Your 
average expected 
time commitment as 
Chairman is up to four days per week (calculated on 
the basis of an averaged 
time 
commitment over 
the course of the financial year). 

 
(f)
 
In any holiday year 
(being the period 
from 1 April to end of March) 
you are entitled to 
30 days holiday in addition to statutory holidays. 
 
8.
 
Conflicts of interests and outside interests 

 
(a)
 
As a statutory 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 Company Secretary or Senior Independent 
Director 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 Company Secretary 
or Senior Independent 
Director of BPLC before taking on any 
additional outside interests. 
 
9.
 
Induction, Values and Support 
 
(a)
 
To assist Board 
members in making a contribution to the BPLC Board 
as quickly as 
possible, all directors 
are offered 
a comprehensive 
induction programme. 
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 Chairman 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 Chairman. Accordingly if, 
after consultation with the Company 
Secretary, it is deemed appropriate 
for you to seek advice from independent legal advisers, you may 
seek independent 
advice at Barclays’ reasonable expense. 

 
(f)
 
As Chairman of BPLC you 
will: 
 
i.
 
have a private office; 

ii.
 
have access to a car and a driver from 
the Executive Chauffeur pool for 
business purposes, to the 
extent such a service 
continues to be made available to Barclays Executives; 
and 

iii.
 
receive dedicated support 
equivalent to that available to executive directors in respect of your 
information technology 
and 
communications requirements. 

 
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, confidential information and other 
commercially valuable 
information of the Company 
and the Barclays Group 
('Confidential Information'). 
You acknowledge that the 
disclosure of 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 expre 
ss 
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, directly or indirectly: 

 
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 not 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 Chairman 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 provision 
s 
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 require 
d 
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. 

 
(c)
 
Any dealings in Barclays securities will be subject to the 
Barclays Group 
Securities Dealing 
Code. 

 
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, including 
the indemnity 
under article 147 
of the Company's Articles of Association. 
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 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 






 

 

 

 

 
 
 
 
Group Company Secretary 
Barclays PLC 
 
Enclosures: 
●
 
Role Profile for BPLC Chairman 
and non 
-executive directors 
●
 
Dates for 2018 
and 2019 
BPLC Board and Committee meetings 

 
 
I agree to the terms and conditions of my appointment 
as set out in this letter dated _____________ 2018. 
 
 
 
Signed: 

Name: 

Date: