Exhibit 4.23



 Exhibit 4.23 

 

			
		  	 Barclays Corporate Secretariat
 Level 29
 1 Churchill Place

 
 London

	27 February 2013	  	E14 5HP
		
	Diane de Milhe de Saint Victor	  	 Tel 020 7116 8099
 Fax 020 7116
7785

		
		  	lawrence.dickinson@barclays.com

 Dear Diane 
 I
am pleased to confirm the details of your appointment as an independent non-executive Director of Barclays PLC and Barclays Bank PLC (“the Companies” or “Barclays”) with effect from 1 March 2013. Your appointment as a
member of the Barclays Board Conduct, Reputation and Operational Risk Committee (BCROC) will also take effect from this date. 
  

	1.	Terms of Your Appointment 

 Your appointment term will be for up to six years, subject to annual re-election by shareholders (see below). On or before the sixth anniversary of your appointment the Chairman will agree with you
whether it is appropriate for you to continue to seek shareholder re-election to serve for up to another three years. In addition, you will also have an annual review with the Chairman of your performance as a non-executive Director. The Board has
also adopted a formal system of self-evaluation, which is currently carried out annually. 
 Your appointments are being made by
the Directors in accordance with the Articles of Association of the Companies. As Barclays PLC is listed on the London Stock Exchange, you will also be required to seek election by the shareholders at the next Barclays PLC Annual General Meeting
(AGM). As with all of the Directors, you will be required to seek re-election by shareholders at the Barclays PLC AGM each year in accordance with the UK Corporate Governance Code. 

Your appointment may be terminated by Barclays on six months notice (or immediately on payment of six months fees in lieu of notice) but
would automatically terminate without any entitlement to notice or payment if the Barclays PLC shareholders do not elect or re-elect you whenever you stand for election or re-election, and/or if you are removed from office by the shareholders. The
Board shall also reserve the right to reconsider your appointment as a Director and therefore to terminate your appointment forthwith without any entitlement to notice or payment should there be any material change to your personal circumstances
that the Board believes may affect your appointment as a Director of Barclays PLC and/or Barclays Bank PLC. A material change shall include, but not be limited to, the following: 

 

	 	•	 	 where you resign, retire or are removed from office from any of your other external appointments (including, but not limited to, any other
directorships). 



	 	•	 	 where you are appointed to any other company, corporate body or other entity (internal or external), which has not been agreed in advance with the
Chairman. 



	 	•	 	 where an incident occurs, which the Board considers could adversely affect the reputation of Barclays. 



Where such a material change occurs, you must inform the Chairman as soon as possible. 

Should you wish to resign your appointment, you are required to give Barclays not less than six months’ notice. 

Barclays PLC. Registered in England. Registered No: 48839. Registered Office: 1 Churchill Place, London E14 5HP 








	2.	Fees 

 As a
non-executive Director you will receive a fee of £80,000 per annum and for your role as a member of the BCROC, a fee of £25,000 per annum, payable monthly in arrears by direct credit into your nominated bank account after the
deduction of tax and other statutory deductions. In the event that you hold office for part of the year the fees shall be pro-rated accordingly on the basis of one twelfth for each complete or part month served. £30,000 of your non-executive
Director fee, after tax and national insurance, will be used to purchase Barclays PLC shares twice per year, in February and July/August, after the announcement of the Companies’ full and half-year financial results. These shares will be held
on your behalf until you leave the Board. Enclosed with this letter is an agreement setting out details in respect of this remuneration in Barclays PLC shares, which you are asked to sign and return. 

The fees may be subject to any amendment or qualification as required by any law, regulation or regulatory authority. The Board (with the
non-executive Directors abstaining) reviews the level of fees paid to non-executive Directors annually. 
 Any reasonable out of
pocket expenses that you incur in performing your duties as a Director (travelling expenses in attending Board and Board Committee meetings etc.) will be reimbursed in accordance with our standard expenses policy. 

 

	3.	Role 

 Attached to
this letter is a role profile for non-executive Directors, which has been agreed by the Board. The Board may change this role profile from time to time and the role profile as amended shall, once notified to you, be deemed to form part of this
letter in place of the document attached. 
 Any information relating to Barclays which you acquire in your role should be held
securely and not disclosed to any third parties without my prior clearance, unless it has already become available to the public. 
  

	4.	Time Commitment 

 The Board normally meets formally eight times a year, including a 1 1/2 day strategy session held each November, and will otherwise meet on an ad-hoc basis as required. Some of the
meetings may be held overseas. The scheduled Board meeting dates for the remainder of the year have been provided to you. Please note that the number of ad-hoc meetings may increase significantly when the Board is required to address urgent matters
as they arise between scheduled meetings. Directors are also expected to attend the Barclays PLC AGM, which is usually held at the end of April each year, and be available afterwards to meet with and answer questions from shareholders.

 You will also be expected to make yourself available during your first year of appointment for the purpose of
induction (further details below) and in future years for occasional Board training days. 
 Directors are expected to attend
each meeting of the Board, including those called on an ad-hoc basis to discuss urgent matters, and to set aside sufficient time to consider the papers in respect of those meetings, which for scheduled meetings are normally sent to Directors in the
week prior to the meeting. On average, we would expect Board matters to take not less than 20 days per annum. 
 The BCROC is
expected to meet 4 times each year and your expected time commitment is 8 days per annum for the Committee. The Committee meeting dates currently scheduled for the year have been provided to you. The Committee’s Terms of Reference are enclosed
with this letter. 
 The average time commitment for non-executive Directors as a whole is in the range of 30-36 days per year.

 You have already disclosed to the Board your main existing commitments outside Barclays, and you should advise me on any
changes to these. Any new commitments which you propose to undertake which could present a potential conflict of interest or which may impact on the time that you are able to devote to your role at Barclays, should be notified to me also so that
they can be agreed in advance by the Board. 

  
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	5.	Committees  

 The
Chairman may invite you to serve as a member of one of the other principal Board Committees. Additional fees will be paid for membership of these Committees. This will be discussed with you at the time together with the time commitment involved. Any
letter of appointment to such other Committees will form an addendum to this letter. 
  

	6.	Directors Share Qualification 

 Under Barclays PLC’s Articles of Association, you will be required to hold £500 in nominal value (2,000 ordinary shares of 25p each) of Barclays PLC shares within two months of your appointment
(i.e., on or before 1 May 2013). You must obtain clearance to deal before you acquire these or any Barclays PLC shares, and I will arrange this on your behalf once you let me know your intentions. If you would also like assistance in arranging
to buy these shares, please let me know. 
  

	7.	Induction and support 

 We will agree a suitable induction programme with you shortly, which will enable you to meet some of the key members of our senior management. We will also provide to you further briefing regarding your
role, which will include your legal and regulatory duties as a Director and 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
Barclays PLC shares. 
 Ongoing training and briefings will also be made available, including any topics that you may request.

 The Company Secretary and Barclays Corporate Secretariat are available to assist you with both day-to-day and specific
matters in your role as a Director of Barclays. Also, should you feel that there may be implications for you personally in carrying out any of the duties as a Director, you may, with our prior agreement, seek independent advice at Barclays expense.

  

	8.	Indemnity 

 For
the avoidance of doubt, the Boards have confirmed that as a Director of Barclays PLC and Barclays Bank PLC (and in respect of any directorship that you undertake at the express behest of Barclays) you have the benefit of and are able to rely upon
the indemnity contained in Article 147 of the Barclays PLC Articles of Association and the identical wording in Article 143 of the Barclays Bank PLC Articles of Association, the terms of which are hereby expressly incorporated into this letter of
appointment. Copies of the relevant Articles are attached for your ease of reference. 
 In outline, the effect of the Articles
(as restricted by relevant statutory provisions) is to provide an indemnity in respect of certain liabilities incurred by you in the execution of your duties, provided that the liability does not arise by virtue of your negligence, default, breach
of duty or breach of trust in relation to the Bank. A copy of the indemnity wording is attached to this letter. The indemnity is of course in addition to any other protection available to you by virtue of provisions of statute, common law or indeed
any specific contract. 
 This letter sets out the main terms of your appointment and on acceptance will constitute a contract for services.
Would you please confirm your acceptance of the appointments as set out in this letter by signing the enclosed copy and returning it to me. Please let me know if you would like any further information in connection with these appointments.

 I look forward to working with you. 

Yours sincerely 

  
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 Lawrence Dickinson 
 Company Secretary 
 Enclosures: 

 

	 	•	 	 Agreement setting out details in respect of the remuneration in Barclays PLC shares, for signature and return; 



	 	•	 	 Role profile for non-executive Directors; 



	 	•	 	 Board Conduct, Reputation and Operational Risk Committee Terms of Reference ; and 



	 	•	 	 Article 147 of the Barclays PLC Articles of Association and Article 143 of the Barclays Bank PLC Articles of Association. 



I agree to the terms and conditions of my appointment as a non-executive Director of Barclays PLC and Barclays Bank PLC as set out in this letter.

  

			
	
		
	Signed:	 	 
		
	Name:	 	 
		
	Date:	 	 
		 	


  
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