2568.11 kb - Compass Group

31 Compass Group PLC Annual Report 2007to all shareholders at least 20 working daysbefore such meeting and it is Company policynot to combine resolutions to be proposed atgeneral meetings. All shareholders are invitedto the Company’s Annual General Meetingat which they have the opportunity to putquestions to the Board and it is standardpractice to have the Chairmen of the Audit,Nomination and Remuneration Committeesavailable to answer questions. The proxy votesfor and against each resolution, as well asabstentions (which may be recorded on theform of proxy accompanying the Notice ofMeeting), are counted before the AnnualGeneral Meeting and the results will be madeavailable at the meeting after shareholdershave voted on each resolution on a showof hands. The results are also announcedto the London Stock Exchange and arepublished on the Company’s website shortlyafter the meeting.DonationsThe Company’s corporate responsibilityreport is set out on pages 18 to 23. TheGroup’s charitable donations in 2007totalled £1,162,000 (2006: £1,556,000).At each Annual General Meeting held since2004, shareholders have passed a resolution,on a precautionary basis, to approvedonations to political organisations and toincur political expenditure (as such termswere defined under the Companies Act 1985)not exceeding £125,000 per annum. TheBoard has consistently confirmed that itoperates a policy of not giving any cashcontribution to any political party in theordinary meaning of those words and that ithas no intention of changing that policy. Thedirectors, however, propose to seek renewedauthority for the Group to make politicaldonations and incur political expenditure(as such terms are defined in sections 362 to365 of the Companies Act 2006 (the ‘Act’))of not more that £125,000 in total until theCompany’s next Annual General Meeting,which they might otherwise be prohibitedfrom making or incurring under the termsof the Act and which would not amountto ‘donations’ in the ordinary sense of theword. The authority sought by Resolution14 in the Notice of Meeting will last until theCompany’s next Annual General Meeting.Awards under employee shareschemesIn March 2007 options were granted underthe Compass Group Management ShareOption Plan over 4,198,525 ordinary shares(2006: 7,813,300) to senior employees of theGroup at an option price of 335.75 pence pershare. In September 2007 further optionswere granted under the Compass GroupManagement Share Option Plan over265,354 ordinary shares to a further 15 senioremployees of the Group at an option price of310.75 pence per share. The Company alsooperates the Compass Group Share OptionPlan for senior employees and there are rulesin place for all-employee share plans in theUK and overseas. No grants were madeunder any of these plans during the yearended 30 September 2007 (2006: nil). Furtherdetails regarding the plans, including the totalnumber of options outstanding, are set out innotes 24 and 26 to the financial statementson pages 74 to 79. Details of awards made todirectors of the Company under the CompassGroup Long-Term Incentive Plan (‘LTIP’)are set out on page 36. The Plan is describedin more detail in the directors’ remunerationreport on pages 35 and 36 which shows thetotal number of LTIP awards outstanding asat 30 September 2007.Employee policies and involvementThe Group places particular importance onthe involvement of its employees, keepingthem regularly informed through informalbulletins and other in-house publications,meetings and the Company’s internal website,on matters affecting them as employees andon the issues affecting their performance.Each EU country’s business operates adomestic works council of workforcerepresentatives and delegates from thesebodies are selected by the representativesto attend the Compass European Councilwhich has been in operation since 1996 andwhich provides a forum for dialogue andconsultation with employees on significantdevelopments in the Group’s operations,management’s plans and expectations,organisational changes within the Groupand for employee representatives to consultmanagement about concerns over any aspectof the Group’s operations. At the date ofthis Report, there are 23 member countrybusinesses represented from the EU and EFTA,comprising 33 employee representatives.Permanent UK employees are usuallyinvited to join either the Company’s definedcontribution scheme (‘CRISP’) or theCompany’s stakeholder arrangement.However, those UK employees who transferfrom the public sector under the Transfer ofUndertakings (Protection of Employment)Regulations 2006 will be eligible to join theCompass Group Pension Plan (the ‘Plan’),a defined benefit arrangement which isotherwise closed to new entrants. CRISP has acorporate trustee. The Chairman, Tony Allen,is independent. The other five trustee directorsare UK-based employees of the Group, two ofwhom have been nominated by CRISPmembers. The Plan has a corporate trusteewith two independent directors, including theChairman Peter Morriss. There are a furtherseven trustee directors and they are UK-basedemployees or former employees of the Group,four of whom have been nominated by Planmembers. The other main UK pensionarrangement, the Compass Pension Scheme(the ‘Scheme’) is a closed defined benefitscheme. As with the Plan and CRISP, theScheme has a corporate trustee. TheChairman, David Bishop, is independent.The remaining seven trustee directors areUK-based employees or former employeesof the Group, three of whom have beennominated by Scheme members. Permanentemployees outside of the UK are usuallyoffered membership of local pensionarrangements if and where they exist andwhere it is appropriate to have companysponsored arrangements.Employees are offered a range of benefitsdepending on the local environment, such asprivate medical cover. Priority is given to thetraining of employees and the development oftheir skills is of prime importance. Employmentof disabled people is considered on merit withregard only to the ability of any applicant tocarry out the function required. Arrangementsto enable disabled people to carry out thefunction required will be made if it isreasonable to do so. An employee becomingdisabled would, where appropriate, be offeredretraining. The Group continues to operateon a highly decentralised basis. This providesthe maximum encouragement for thedevelopment of entrepreneurial flair,balanced by a rigorous control frameworkexercised by a small head office team. Localmanagements are responsible for maintaininghigh standards of health and safety and forensuring that there is appropriate employeeinvolvement in decision-making.Creditor payment policyAll Group companies are responsible forestablishing terms and conditions with theirsuppliers and it is Group policy that paymentsare made within such agreed terms andconditions. The amount of trade creditorsfor the Group as at 30 September 2007 wasequivalent to 48 days (2006: 48 days for thecontinuing business) of trade purchases.Shareholder servicesThe Share Portal is a service offered by ourregistrars, Capita Registrars, which allowsshareholders online access to a range ofshareholder information. The Share Portalprovides access to details of shareholdingsin the Company and practical help ontransferring shares and updating personaldetails. It enables shareholders to receiveshareholder communications electronically,rather than by post and it also enablesshareholders to appoint proxies to attend andvote at general meetings of the Company.To register, shareholders simply need to logon to www.capitashareportal.com and followthe instructions to register. Shareholdersregistering for the Share Portal will need tohave their investor code to hand which isshown on share certificates and on the formof proxy sent with this report.