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Governance 47<br />

The final phase of implementation of the<br />

2006 Act is currently scheduled to take<br />

place in October 2009. It is therefore<br />

anticipated that further changes to the<br />

Articles of Association will be proposed<br />

to shareholders at the 2009 AGM.<br />

Political donations<br />

It is the Group’s policy not to make political<br />

donations and not to incur political<br />

expenditure, either in the UK or overseas.<br />

Accordingly, the Group made no political<br />

donations and incurred no such expenditure<br />

during the year and has no intention of<br />

making any such donations or incurring<br />

such expenditure in the future. However,<br />

the provisions previously contained in the<br />

Companies Act 1985 and now enacted in<br />

the 2006 Act relating to donations and<br />

expenditure covered by this disclosure are<br />

wide. The Board has therefore sought<br />

authority in the past for the Company and<br />

its main trading subsidiary, <strong>Atkins</strong> Limited,<br />

to make such donations and incur such<br />

expenditure up to a limit of £100,000 so<br />

as to prevent an inadvertent breach of the<br />

relevant legislation. The Board considers it<br />

prudent to once again seek such authority<br />

at the Company’s forthcoming AGM,<br />

although this will be subject to a revised<br />

overall aggregate limit for the Company<br />

and its subsidiaries of £90,000 and to the<br />

provisions of the 2006 Act. The authority<br />

will not be used to make political donations<br />

within the normal meaning of that<br />

expression. Further details are contained<br />

in the Notice of Meeting.<br />

Charitable donations<br />

During the year, the Group made charitable<br />

donations of £191,527 (2007: £205,813).<br />

The beneficiaries of these donations were<br />

local charities serving the communities<br />

in which the Group operates or charities<br />

working in areas relevant to the Group’s<br />

activities. The Group intends to continue<br />

its focus on local charities in the next<br />

financial year.<br />

Corporate governance<br />

and remuneration<br />

A report on corporate governance is on<br />

pages 50 to 55 and the Board’s report on<br />

directors’ remuneration is on pages 56 to 60.<br />

Corporate responsibility<br />

A summary of the Group’s corporate<br />

responsibility activities is contained on<br />

pages 38 to 42. In addition, the Group<br />

provides additional information on corporate<br />

responsibility, which includes detailed<br />

information in respect of health and safety,<br />

the environment, the community, people<br />

and suppliers on the Company’s website<br />

www.atkinsglobal.com<br />

Employees<br />

The Group is committed to the fair and<br />

equitable treatment of all its employees,<br />

irrespective of sex, race, age, religion,<br />

disability or sexual orientation. To this end,<br />

policies have been implemented to ensure<br />

this is practised at recruitment and then<br />

continues throughout an individual’s<br />

employment with the Group. The Group<br />

encourages recruitment, training, career<br />

development and promotion on the basis<br />

of aptitude and ability, without regard to<br />

disability. It is also committed to retaining<br />

and retraining as necessary employees<br />

who become disabled during the course<br />

of their employment.<br />

Employees are routinely informed of<br />

financial results and significant business<br />

issues via the use of email, voice conference,<br />

the Company’s intranet and in-house<br />

publications. During the year work was<br />

successfully undertaken to refresh and<br />

reinvigorate the Company’s intranet to<br />

enhance employee communications.<br />

An annual survey is carried out to obtain<br />

feedback from employees. This survey<br />

is confidential and is used alongside<br />

consultation with employees and union<br />

representatives where appropriate.<br />

Employee involvement in the Group’s<br />

performance continues to be encouraged<br />

through share ownership. In the UK,<br />

employees are given the opportunity<br />

to become shareholders through<br />

the Company’s Share Incentive Plan.<br />

Approximately 10% of UK employees<br />

participate in the Share Incentive Plan.<br />

Supplier payment policy<br />

The Group’s policy is to agree terms and<br />

conditions for its business transactions<br />

with suppliers and to endeavour to abide<br />

by these terms and conditions, subject<br />

to the supplier performing its obligations.<br />

The Company, as a holding company,<br />

did not have any amounts owing to trade<br />

creditors as at 31 March 2008.<br />

Share capital and share purchases<br />

As at the date of this report, the Company’s<br />

share capital consists of 104,451,799<br />

issued and fully paid ordinary shares each<br />

with a nominal value of 0.5p per share,<br />

listed on the London Stock Exchange. Of<br />

these, 3,941,000 ordinary shares are held<br />

in treasury (the treasury shares). Shares<br />

may be held in certificated or uncertificated<br />

form. Further details of the Company’s<br />

authorised and issued share capital, including<br />

changes during the year, can be found<br />

in note 31 to the Financial Statements<br />

on page 104.<br />

At the AGM held in 2007, the Company<br />

was granted authority by shareholders to<br />

purchase up to 10,445,179 ordinary shares,<br />

representing 10% of the Company’s<br />

ordinary share capital as at 26 June 2007.<br />

This authority will expire at the forthcoming<br />

AGM and, in accordance with current best<br />

practice, the Company will seek to renew it.<br />

The Board, mindful of the benefit of<br />

maintaining an efficient balance sheet,<br />

announced a share buyback programme<br />

on 27 November 2007 intended to return<br />

up to £100m to shareholders. This followed<br />

a review of the strength of the Group’s<br />

balance sheet following the disposal of<br />

Lambert Smith Hampton and the resolution<br />

of the uncertainty surrounding the Group’s<br />

investment in Metronet.<br />

Introduction Reviews Governance Financial Statements Investor Information<br />

WS <strong>Atkins</strong> plc Annual Report 2008

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