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50 Governance Corporate Governance Report This report sets out our commitment to corporate governance, how the principles of the Code have been applied and the extent of our compliance with the Code. WS <strong>Atkins</strong> plc Annual Report 2008
Governance 51 The directors of the Company remain committed to ensuring appropriate corporate governance procedures are embedded throughout the Group. It bases these procedures on the requirements of the Combined Code on Corporate Governance adopted by the Financial Reporting Council in June 2006 (the Code) plus current and emerging best practice. This report sets out our commitment to corporate governance, how the principles of the Code have been applied and the extent of our compliance with the Code. A. Directors A.1 The Board The Board of directors is responsible for leading the Group by setting its broad strategic aims. To deliver these strategic aims, the Board reviews the performance of management, seeks to ensure that the necessary resources are available and that appropriate controls, values and standards are in place. In pursuance of the Group’s strategy, the Board has delegated the normal operational management of the Group to the chief executive, Keith Clarke, but has agreed a formal schedule of matters reserved solely for its decision. This schedule includes strategy, the approval of Financial Statements and shareholder circulars, treasury policy, major capital investments, risk management strategy, acquisitions and disposals. During the year the Board’s discussions have included: • the Group’s strategic plan • our health, safety and corporate responsibility performance • approval of the Group budget and discussion of the Group’s financial performance • the Group’s market announcements, financial results and dividends • our corporate governance framework • shareholder matters Table 1 Audit Remuneration Nomination Director Board Committee Committee Committee Chairman Ed Wallis 8/8 – 4/4 1/1 Executive directors Keith Clarke 8/8 – – 1/1 Alun Griffiths 8/8 – – – Robert MacLeod 8/8 – – – Independent non-executive directors Admiral the Lord Boyce 8/8 – 4/4 1/1 Fiona Clutterbuck 7/8 (1) 4/4 – 1/1 James Morley 8/8 4/4 4/4 1/1 Sir Peter Williams 7/8 (2) 4/4 4/4 1/1 Attendance is expressed as number of meetings attended/number eligible to attend. Notes (1) One meeting coincided with an engagement made prior to Fiona Clutterbuck’s appointment on 13 March 2007. (2) One meeting coincided with a charitable event. • our employees, succession planning and the Group’s pension plan arrangements • the share buyback programme, announced in November 2007 • the Group’s investment in Metronet • the divestment of Lambert Smith Hampton. The Board has a schedule of regular meetings and holds additional meetings as required. In addition, directors meet as members of committees. Table 1 sets out the names of each Board member, their attendance at meetings and those Board committees of which they were a member during the year ended 31 March 2008. The biographical details for these directors, and Raj Rajagopal who was appointed since this date, can be found on pages 44 and 45. The chairman and non-executive directors also meet without the executive directors present at least annually. Introduction Reviews Governance Financial Statements Investor Information WS <strong>Atkins</strong> plc Annual Report 2008
Page 1 and 2: WS Atkins plc Annual Report 2008 Pl
Page 3 and 4: Financial Highlights Introduction 0
Page 5 and 6: Introduction 03 North America 680 *
Page 7 and 8: Introduction 05 Revenue £374m £27
Page 9 and 10: Introduction 07 Results I am please
Page 11 and 12: Introduction 09 Atkins is a consult
Page 13 and 14: Introduction 11 Each business consi
Page 15 and 16: Reviews Reviews 14 Human Resources
Page 17 and 18: Reviews 15 +24% Increase in headcou
Page 19 and 20: Reviews 17 Reward We continue to mo
Page 21 and 22: Reviews 19 Key performance indicato
Page 23 and 24: Reviews 21 Design and Engineering S
Page 25 and 26: Reviews 23 Our Highways and Transpo
Page 27 and 28: Reviews 25 The Rail segment perform
Page 29 and 30: Reviews 27 This year we have reorga
Page 31 and 32: Reviews 29 Europe As a whole, the E
Page 33 and 34: Reviews 31 The performance of the M
Page 35 and 36: Reviews 33 Asset Management had a g
Page 37 and 38: Reviews 35 £168.4m Net funds Net c
Page 39 and 40: Operating and Financial Review Prin
Page 41 and 42: Reviews 39 to be the driver if our
Page 43 and 44: Reviews 41 During the year our US o
Page 45 and 46: Governance Governance 44 Board of D
Page 47 and 48: Governance 45 James Morley Non-exec
Page 49 and 50: Governance 47 The final phase of im
Page 51: Governance 49 The directors confirm
Page 55 and 56: Governance 53 A continuing professi
Page 57 and 58: Governance 55 The committee meets t
Page 59 and 60: Governance 57 The targets against w
Page 61 and 62: Governance 59 Audited information D
Page 63 and 64: Independent Auditors’ Report to t
Page 65 and 66: Financial Statements Financial Stat
Page 67 and 68: Consolidated and Parent Company Sta
Page 69 and 70: Financial Statements 67 Consolidate
Page 71 and 72: Financial Statements 69 Transaction
Page 73 and 74: Financial Statements 71 The results
Page 75 and 76: Financial Statements 73 Other recei
Page 77 and 78: Financial Statements 75 (c) Interpr
Page 79 and 80: Financial Statements 77 Derivative
Page 81 and 82: Financial Statements 79 Balance she
Page 83 and 84: Financial Statements 81 b) Investme
Page 85 and 86: Financial Statements 83 6. Employee
Page 87 and 88: Financial Statements 85 b) Factors
Page 89 and 90: Financial Statements 87 Metronet an
Page 91 and 92: Financial Statements 89 14. Goodwil
Page 93 and 94: Financial Statements 91 16. Other i
Page 95 and 96: Financial Statements 93 18. Investm
Page 97 and 98: Financial Statements 95 21. Invento
Page 99 and 100: Financial Statements 97 The carryin
Page 101 and 102: Financial Statements 99 29. Retirem
Page 103 and 104:
Financial Statements 101 Atkins Rai
Page 105 and 106:
Financial Statements 103 Movements
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Financial Statements 105 At 31 Marc
Page 109 and 110:
Financial Statements 107 The effect
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Financial Statements 109 33. Statem
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Financial Statements 111 37. Operat
Page 115 and 116:
Financial Statements 113 41. Subsid
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Financial Statements 115 Consolidat
Page 119 and 120:
Investor Information Introduction R
Page 121 and 122:
Notes Investor Information 119 Intr
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This Annual Report is printed by a
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