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Annual Report for the year ended 31 December 2008

Annual Report for the year ended 31 December 2008

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(b) Share-based plans<br />

The Group’s management awards high-per<strong>for</strong>ming employees bonuses in<br />

<strong>the</strong> <strong>for</strong>m of equity-settled share based payments, from time to time, on a<br />

discretionary basis. in accordance with iFrs 2, ‘share-based payments’,<br />

equity-settled share-based payments are measured at fair value at <strong>the</strong> date<br />

of grant. Fair value is measured by use of <strong>the</strong> Black-scholes pricing model<br />

or, in <strong>the</strong> case of awards of call rights, which have an exercise price of 1p<br />

per ordinary share <strong>the</strong> fair value is based on <strong>the</strong> market value at <strong>the</strong> time of<br />

grant discounted by <strong>the</strong> dividend yield over <strong>the</strong> expected life. The fair value<br />

determined at <strong>the</strong> grant date of <strong>the</strong> equity-settled share-based payments<br />

is expensed on a straight-line basis over <strong>the</strong> vesting period, based on <strong>the</strong><br />

Group’s estimate of <strong>the</strong> number of shares that will eventually vest. The<br />

options are generally subject to three-<strong>year</strong> service vesting condition, and<br />

<strong>the</strong>ir fair value is recognised as an employee benefits expense with a<br />

corresponding increase in o<strong>the</strong>r reserve equity over <strong>the</strong> vesting period.<br />

The proceeds received net of any directly attributable transaction costs<br />

are credited to share capital (nominal value) and share premium when<br />

<strong>the</strong> options are exercised.<br />

(c) Employees’ Share Ownership Plan (“ESOP”)<br />

The esop allows every employee to purchase up to £1,500 worth of <strong>the</strong><br />

Group’s shares per annum on a tax efficient basis. These are purchased on<br />

a monthly basis and held in trust and are matched by shares issued by <strong>the</strong><br />

Group company on a one-<strong>for</strong>-one basis.<br />

Current and deferred income taxes<br />

current income taxes are computed on a basis of <strong>the</strong> tax laws enacted or<br />

substantially enacted at <strong>the</strong> Balance sheet date in <strong>the</strong> countries where <strong>the</strong><br />

Group’s subsidiaries operate and generate income.<br />

Taxes are computed using <strong>the</strong> liability method, deferred income on<br />

temporary differences between <strong>the</strong> bases of assets and liabilities and <strong>the</strong>ir<br />

carrying amounts in Financial statements. The deferred income tax is not<br />

accounted <strong>for</strong> if it arises from initial recognition of an asset or liability in a<br />

transaction, o<strong>the</strong>r than a business combination, that at <strong>the</strong> time of <strong>the</strong><br />

transaction affects nei<strong>the</strong>r accounting nor taxable profit nor loss.<br />

Deferred income tax liabilities are recognised <strong>for</strong> all taxable temporary<br />

differences and deferred tax assets are recognised to <strong>the</strong> extent that it is<br />

probable that taxable profits will be available against which tax losses or<br />

deductible temporary differences can be utilised. such assets and liabilities<br />

are not recognised if <strong>the</strong> temporary difference arises from goodwill, negative<br />

goodwill or from <strong>the</strong> acquisition of an asset, which does not affect ei<strong>the</strong>r<br />

taxable or accounting income.<br />

Deferred income tax liabilities are recognised <strong>for</strong> taxable temporary<br />

differences arising on investments in subsidiaries, except where <strong>the</strong> Group<br />

is able to control <strong>the</strong> reversal of <strong>the</strong> temporary difference and it is probable<br />

that <strong>the</strong> temporary difference will not reverse in <strong>the</strong> <strong>for</strong>eseeable future.<br />

Deferred income tax is charged or credited in <strong>the</strong> income statement, except<br />

when it relates to items charged or credited directly to equity, in which case<br />

<strong>the</strong> deferred tax is also dealt with in equity.<br />

notes to tHe FinanCial statements CONTINuED<br />

FOR THE YEAR ENDED <strong>31</strong> DECEMBER <strong>2008</strong><br />

The Group is entitled to a tax deduction <strong>for</strong> amounts treated as compensation<br />

on exercise of certain employee share options under uK tax rules. As explained<br />

under “share-based plans” above, a compensation expense is recorded in<br />

<strong>the</strong> Group’s income statement over <strong>the</strong> period from <strong>the</strong> grant date to <strong>the</strong><br />

vesting date of <strong>the</strong> relevant options. As <strong>the</strong>re is a temporary difference between<br />

<strong>the</strong> accounting and tax bases, a deferred tax asset is recorded. The deferred<br />

tax asset arising is calculated by comparing <strong>the</strong> estimated amount of tax<br />

deduction to be obtained in <strong>the</strong> future (based on <strong>the</strong> company’s share price<br />

at <strong>the</strong> Balance sheet date) with <strong>the</strong> cumulative amount of <strong>the</strong> compensation<br />

expense recorded in <strong>the</strong> income statement. if <strong>the</strong> amount of estimated<br />

future tax deduction exceeds <strong>the</strong> cumulative amount of <strong>the</strong> remuneration<br />

expense, at <strong>the</strong> statutory tax rate, <strong>the</strong> excess is recorded directly in equity,<br />

against retained earnings.<br />

in accordance with <strong>the</strong> provisions of iFrs 2, no compensation charge is<br />

recorded in respect of options granted be<strong>for</strong>e 7 november 2002 or in<br />

respect of those options which have been exercised or have lapsed be<strong>for</strong>e<br />

1 January 2005. never<strong>the</strong>less, tax deductions have arisen and will continue<br />

to arise on <strong>the</strong>se options. The tax effects arising in relation to <strong>the</strong>se options<br />

are recorded directly in equity, against retained earnings.<br />

Share capital<br />

a) Share issue costs<br />

ordinary shares are classified as equity.<br />

incremental costs directly attributable to <strong>the</strong> issue of new shares or options<br />

are shown in equity as a deduction from <strong>the</strong> proceeds, net of tax.<br />

b) Treasury shares<br />

Where <strong>the</strong> Group purchases its own equity share capital (treasury shares),<br />

<strong>the</strong> consideration paid, including any directly attributable incremental costs<br />

(net of taxes), is deducted from equity attributable to <strong>the</strong> company’s equity<br />

holders until <strong>the</strong> shares are cancelled, reissued or disposed of.<br />

c) Trust shares<br />

The Group’s employee Benefit Trust (“<strong>the</strong> Trust”) uses funds provided by<br />

<strong>the</strong> Group to meet <strong>the</strong> Group’s obligations under <strong>the</strong> employee share option<br />

schemes in place. All shares acquired by <strong>the</strong> Trust are purchased on <strong>the</strong><br />

open market. The consideration paid, including any directly attributable<br />

incremental costs (net of taxes), is deducted from equity attributable to<br />

<strong>the</strong> company’s equity holders.<br />

d) Dividend distribution<br />

Dividend distribution to <strong>the</strong> Group’s shareholders is recognised in equity in<br />

<strong>the</strong> Group’s Financial statements in <strong>the</strong> period in which <strong>the</strong> dividends are<br />

paid. Final dividends are recognised at <strong>the</strong> date <strong>the</strong>y are approved by<br />

shareholders at <strong>the</strong> <strong>Annual</strong> General Meeting.<br />

Earnings per share<br />

Basic earnings per share is calculated by dividing <strong>the</strong> earnings attributable<br />

to ordinary shareholders by <strong>the</strong> weighted average number of ordinary shares<br />

in issue during <strong>the</strong> period, excluding those held in <strong>the</strong> evolution Group plc<br />

employees’ share Trust which are treated as cancelled. For diluted earnings<br />

per share, <strong>the</strong> weighted number of ordinary shares in issue is adjusted to<br />

assume conversion of all dilutive potential ordinary shares and option costs<br />

not yet charged to <strong>the</strong> income statement.<br />

49

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