Corporate Governance reportcontinued−a programme of assurance activities which assesses theeffectiveness of the Group’s internal controls in respect ofrisks which includes:• a programme of internal audits undertaken inaccordance with an annual risk based plan approvedby the Audit Committee. The plan is designed to ensurethat internal audit reviews are focused on priority controlsacross the Group to provide both independent reviewand challenge on the effectiveness of these controls,and the promotion of good practice and consistencyin their development;• compliance programmes within the Group’s regulatedbusinesses in support of the Group’s commitment toconduct its business responsibly and in accordancewith all laws and regulations to which its businessactivities are subject; and• an annual self assessment and certification bymanagement of the existence and effectiveness ofthe key controls within each of the Group’s operatingsubsidiaries. The results are collated for review andchallenge by the Group Risk Committee and onwardreporting to the GEB and Audit Committee.The Audit Committee, on behalf of the Board, has reviewed theeffectiveness of the system of risk management and internalcontrol. In performing its review of effectiveness, the AuditCommittee considered the following reports and activities:−−−−−internal audit reports on the review of the controls acrossthe Group and the monitoring of management actions arisingfrom these reviews;management’s own assessment of the performance of thesystem of risk management and internal control during <strong>2012</strong>;invitation of the Heads of the Principal Businesses and theChief Financial Officers of those businesses to present onthe operation of the system of risk management and internalcontrol within their businesses;reports from the Group Director of Risk Management &Internal Audit including reporting on Group wide riskassessment activity and annual self assessment findings; andreports from the external auditors on any issues identifiedduring the course of their work.Whistle-blowingThe Group encourages staff to report any concerns which theyfeel need to be brought to the attention of management. Whistleblowingprocedures, which are published on the Group’s intranetsite, are available to staff who are concerned about possibleimpropriety, financial or otherwise, and who may wish to ensurethat action is taken without fear of victimisation or reprisal.Going concernThe Group’s business activities, together with the factors likely toaffect its future development, performance and position are setout in the Group Chief Executive’s review on pages 14 to 22.The financial position of the Group, its cash flows, liquidity positionand borrowing facilities are described in the Financial review onpages 24 and 26. In addition, Note 3 to the financial statementsincludes the Group’s objectives, policies and processes formanaging its capital, its financial risk management objectives,details of its financial instruments and hedging activities; and itsexposures to credit risk and liquidity risk.The Group has considerable financial resources, includinga £65m committed revolving credit facility that runs to 31 March2014, together with a broad spread of businesses across differentgeographic areas and sectors. As a consequence, the Directorsbelieve that the Group is well placed to manage its business riskssuccessfully despite the current uncertain economic outlook.After making enquiries, the Directors have a reasonableexpectation that the Company and the Group have adequateresources to continue in operational existence for the foreseeablefuture. Accordingly, they continue to adopt the going concernbasis in preparing the <strong>Report</strong> and Accounts.On behalf of the BoardPeter SmithChairman13 March 2013The Board, having reviewed the effectiveness of the systemof internal control, can confirm that necessary actions havebeen, or are being taken to remedy any significant failings orweaknesses identified.42 <strong>Savills</strong> <strong>plc</strong> <strong>Report</strong> and Accounts <strong>2012</strong>
Other statutory informationPrincipal activity<strong>Savills</strong> <strong>plc</strong> (the ‘Company’) is a holding company. The activitiesof its principal subsidiaries are to provide transactional advice,consultancy and management services in connection withcommercial, residential and agricultural property, property relatedfinancial services and investment management.OperationsThe Company and its subsidiaries (together the ‘Group’) operatethrough a network of offices and associates throughout theAmericas, the UK, Continental Europe, Asia Pacific, Africa andthe Middle East.DividendThe profit attributable to shareholders is £38.5m (2011: £26.5m).An interim dividend of 3.3p per ordinary share amountingto £4.1m (2011: £3.9m) was paid on 17 October <strong>2012</strong>. It isrecommended that a final dividend of 6.7p per ordinary share(amounting to £8.5m) is paid, alongside a supplemental interimdividend of 6.0p per ordinary share (amounting to £7.5m) declaredby the Board on 13 March 2013, on 13 May 2013 to shareholderson the register at 12 April 2013.Principal developmentsThe development of the business is detailed in the sectionsentitled Review of operations and Financial review on pages 14to 26.The principal risks and uncertainties are detailed on pages 31to 33.DirectorsShort biographical details of the current Directors are shownon page 34. All the Board members (including Tim Freshwaterwho was appointed on 1 January <strong>2012</strong>) served throughout theyear with the exception of Clare Hollingsworth who joined theBoard as a Non-Executive Director with effect from 2 April <strong>2012</strong>and Timothy Ingram who retired from the Board at the conclusionof the AGM on 9 May <strong>2012</strong> following which Martin Angle becamethe Senior Independent Director. The Board comprises theNon-Executive Chairman, two Executive Directors and fourIndependent Non-Executive Directors (full details are providedon page 34).In accordance with the recommendations of the UK CorporateGovernance Code, the Board has resolved that all Directorsshould stand for annual re-election. The Board is satisfied thateach Director who is standing for re-election continues to showthe necessary commitment and to be an effective member ofthe Board due to their skills, expertise and business acumen.Notwithstanding his appointment in 2000, the Board considersthat Charles McVeigh continues to be entirely independent incharacter and judgement.Interests in the issued share capital of the Company heldat the beginning and end of the year under review by those whowere Directors at 31 December <strong>2012</strong> or their families are set outon page 56 of the Remuneration report. Details of share optionsheld by the Directors pursuant to the Company’s share optionschemes are provided in the Remuneration report on page 56.It is the Board’s policy that the GEB Members should retain atleast 105,000 shares (value at 31 December <strong>2012</strong>: £491,400)in the Company and that the Group Chief Executive retain atleast 150,000 shares (value at 31 December <strong>2012</strong>: £702,000)at all times.In accordance with DTR4, the Directors’ responsibilities statementis set out on page 58 of this <strong>Annual</strong> <strong>Report</strong>.Enhanced Business ReviewIn accordance with Section 417, Companies Act 2006, theCompany is required to set out in this <strong>Report</strong> a fair review of thebusiness of the Group during the year ended 31 December <strong>2012</strong>and of the position of the Group at the end of that financial year,together with a description of the principal risks and uncertaintiesfacing the Group. The information can be found in the followingsections of this <strong>Report</strong> and Accounts are incorporated into thisreport by reference:Review of operations page 14Key performance indicators page 16Financial review page 24Corporate responsibilities page 27Risks and uncertainties page 31Statement of Disclosure to AuditorsIn accordance with Section 418, Companies Act 2006 eachDirector at the date of approval of this report confirms that:− so far as the Director is aware, there is no information, whichwould be needed by the Company’s auditors in connectionwith preparing their audit report, of which the auditors are notaware; and− each Director has taken all the steps that he ought to havetaken as a Director to make himself aware of any suchinformation and to establish that the auditors are aware of it.Additional Information DisclosurePursuant to regulations made under the Companies Act 2006the Company is required to disclose certain additional information.Those disclosures not covered elsewhere within this <strong>Report</strong> andAccounts are as follows:Share capital and major shareholdingsThe share capital of the Company is detailed on page 104.The Company has only one class of share capital formedof ordinary shares. All shares forming part of the ordinary sharecapital have the same rights and each carries one vote. There areno unusual restrictions on the transfer of ordinary shares. TheDirectors may refuse to register a transfer of a certificated shareunless the instrument of transfer is: (i) lodged at the registeredoffice of the Company or any other place as the Board may decideaccompanied by the certificate for the shares to be transferredand such other evidence as the Directors may reasonably requireto show the right of the transferor to make the transfer; or (ii) inrespect of only one class of shares.The Directors may also refuse to register a transfer of a share(whether certificated or uncertificated), whether fully paid or not,in favour of more than four persons jointly. The Board may alsoclose the register of shareholders for up to 30 days effectivelysuspending the registration of all transfers; however, in respect ofuncertificated shares, consent from CREST would be required forsuch a closure.As at 13 March 2013 the Company had been notified of thefollowing interests in the Company’s ordinary share capitalin accordance with Chapter 5 of the UK Listing Authority’sDisclosure and Transparency Rules:Our business Our governance Our results<strong>Savills</strong> <strong>plc</strong> <strong>Report</strong> and Accounts <strong>2012</strong> 43