G4S Annual Report and Accounts 2011

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Overview Strategic review Performance Notes to the parent company financial statements continued (k) Operating lease commitments At the balance sheet date, the company had annual commitments under non-cancellable operating leases, which expire as follows: In the second to fifth years inclusive – 1 After more than five years – 1 Total operating lease commitments – 2 2011 £m 2010 £m (l) Auditor’s remuneration Fees paid to KPMG Audit Plc and its associates for non-audit services to the company itself are not disclosed in its individual accounts because the company’s consolidated financial statements are required to disclose such fees on a consolidated basis. (m) Staff costs and employees 2011 Number The average monthly number of employees of the company during the year was: 51 319 2010 Number Total staff costs, including directors’ emoluments, were as follows: Wages and salaries 1 41 Social security costs – 4 Pension costs – 2 Total staff costs 1 47 2011 £m 2010 £m In January 2011 the employment contracts of certain G4S plc employees were transferred to G4S Corporate Services Limited, a wholly owned subsidiary of G4S plc. The transfers formed part of a wider reorganisation of the UK holding company legal structure. Following the reorganisation, certain G4S plc staff costs are now borne by G4S Corporate Services Limited and are reported within the separate financial statements of that company. (n) Share-based payments The group has two types of equity-settled, share-based payment schemes in place: (1) share options previously held by employees over Securicor plc shares and rolled over to G4S plc shares with the acquisition of that business on 19 July 2004, and (2) conditional allocations of G4S plc shares. An employee benefit trust established by the group holds shares to satisfy the vesting of conditional allocation awards. Reserve for own share disclosures relevant to the company are presented within note 38 to the consolidated financial statements. Share-based payments disclosures relevant to the company are presented within note 42 to the consolidated financial statements. (o) Related party transactions Certain disclosures relevant to the company are presented within note 43 to the consolidated financial statements. Company transactions with group undertakings primarily consist of royalty charges, central service charges, group insurance recharges and loan transactions. There were no material transactions with non-wholly owned group undertakings in 2011 (2010: none). (p) Contingent liabilities To help secure cost effective finance facilities for its subsidiaries, the company issues guarantees to some of its finance providers. At 31 December 2011 guarantees totalling £583m (2010: £421m) were in place in support of such facilities. The company is included in a group registration for UK VAT purposes and is therefore jointly and severally liable for all other UK group companies’ unpaid debts in this connection. The liability of the UK group registration at 31 December 2011 totalled £21m (2010: £14m). 132 G4S plc Annual Report and Accounts 2011
Governance Financial statements Shareholder information Notice of Annual General Meeting THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all your shares in G4S plc, please send this notice and the accompanying documents to the person through whom the sale or transfer was effected so that it can be passed on to the purchaser or transferee. Notice is hereby given that the Annual General Meeting of G4S plc will be held at the London Stock Exchange, 10 Paternoster Square, London EC4M 7LS on Thursday, 7 June 2012 at 2.00pm in order to consider and, if thought fit, to pass the following Resolutions: Resolutions 1 to 16 and Resolution 19 will be proposed as ordinary resolutions. Resolutions 17, 18 and 20 will be proposed as special resolutions. 1. To receive the financial statements of the company for the year ended 31 December 2011 and the reports of the directors and auditor thereon. 2. To receive and approve the Directors’ Remuneration Report contained in the annual report for the year ended 31 December 2011. 3. To declare a final dividend for the year ended 31 December 2011 of 5.11p (DKK 0.4544) for each ordinary share in the capital of the company. 4. To re-elect Nick Buckles as a director. 5. To re-elect Lord Condon (member of the Audit, Nomination and Remuneration Committees) as a director. 6. To re-elect Trevor Dighton as a director. 7. To re-elect Alf Duch-Pedersen (member of the Nomination Committee) as a director. 8. To re-elect Mark Elliott (member of the CSR, Nomination and Remuneration Committees) as a director. 9. To re-elect Winnie Kin Wah Fok (member of the Audit and CSR Committees) as a director. 10. To re-elect Grahame Gibson as a director. 11. To re-elect Bo Lerenius (member of the Audit and CSR Committees) as a director. 12. To re-elect Mark Seligman (member of the Audit and Remuneration Committees) as a director. 13. To re-elect Clare Spottiswoode (member of the CSR and Remuneration Committees) as a director. 14. To re-appoint KPMG Audit Plc as auditor of the company to hold office until the conclusion of the next Annual General Meeting of the company. 15. To authorise the directors to determine the remuneration of the auditor. 16. That the directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (“the Act”) to exercise all the powers of the company to allot shares in the company or grant rights to subscribe for, or convert any security into, shares in the company: (i) up to an aggregate nominal amount of £117,555,000; and (ii) comprising equity securities (as defined in section 560 of the Act) up to a further aggregate nominal amount of £117,555,000 provided that they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date(s) as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems arising under the laws of any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; provided that this authority shall expire on the date of the next Annual General Meeting of the company, save that the company shall be entitled to make offers or agreements before the expiry of such authority which would or might require relevant securities to be allotted after such expiry and the directors shall be entitled to allot relevant securities pursuant to any such offer or agreement as if this authority had not expired; and all unexpired authorities granted previously to the directors to allot relevant securities under section 551 of the Act shall cease to have effect at the conclusion of this Annual General Meeting (save to the extent that the same are exercisable pursuant to section 551(7) of the Act by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date). 17. That the directors be and are hereby empowered, pursuant to section 570 of the Act, subject to the passing of Resolution 16 above, to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 16 above as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to: (i) the allotment of equity securities in connection with an offer or issue of equity securities (but in the case of the authority granted under paragraph (ii) of Resolution 16 above, by way of rights issue only) to or in favour of the holders of shares on the register of members at such record date(s) as the directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of shares held by them on any such record date(s), but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates, shares represented by depositary receipts, legal or practical problems arising under the laws of any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and (ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities pursuant to the authority granted under Resolution 16(i) above up to a maximum nominal amount of £17,633,000; and shall expire on the expiry of the general authority conferred by Resolution 16 above unless previously renewed, varied or revoked by the company in general meeting, save that the company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors shall be entitled to allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired. All previous unutilised authorities under section 570 of the Act shall cease to have effect at the conclusion of this Annual General Meeting. G4S plc Annual Report and Accounts 2011 133
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G4S Annual Report and Accounts 2011

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