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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