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Summary report of the DirectorsThe Directors present the summary financial statement of theGroup for the year ended 31 March 2001. The summaryfinancial statement does not contain sufficient information toallow for a full understanding of the results of the Group andstate of affairs of the Group. For further information a fullAnnual Report and Accounts containing the full financialstatements, the Auditors’ unqualified report on those financialstatements and the Directors’ Report, should be consulted.Copies of the full Annual Report may be obtained, free ofcharge, by contacting the Company Secretary’s office onTelephone: 01372 726140. Alternatively, both the full Reportand the Review may be downloaded from the Company’swebsite: www.wsatkins.com. The Directors are responsible forthe maintenance and integrity of the Company’s website.Financial information published on the website is based onlegislation in the United Kingdom governing the preparationand dissemination of financial statements, which may differfrom legislation in other jurisdictions.Shareholders who wish to receive the full Annual Report andAccounts in future years should write to the Registrar, detailsof which can be found in Investors’ information on page 36.The Auditor’s report on the full annual accounts for the yearended 31 March 2001 is unqualified and does not contain anystatement concerning accounting records or inadequate returns,or failure to obtain necessary information and explanations.Business ReviewA review of the Group’s business activities, with an indicationof likely developments in the Group, is contained in theChairman’s Statement and the Chief Executive’s Introductionon pages 2 to 4.DirectorsThe Directors of the Company at the date of this Report areshown on page 25. On 22 June 2000 Mr DS James resigned asan Executive Director and on 30 September 2000 he retiredfrom the Company. On 1 August 2000 Mr DDS Robertsonwas appointed as a Non Executive Director. On 1 January2001 Mr J Morley was appointed as a Non Executive Director.On 22 March 2001 Mr RS Southwell was appointed anExecutive Director. On 31 March 2001 Sir Alan Rudge resignedas an Executive Director and Sir William Ryrie resigned asa Non Executive Director and both retired from the Board.Corporate GovernanceThe Remuneration Committee makes recommendationsto the Board on the Company’s remuneration policy. At the2000 Annual General Meeting the proxy votes in favour andagainst each resolution were announced following a voteby a show of hands.The Directors consider that the Company complies withthe Combined Code contained in the Listing Rules, now theresponsibility of the Financial Services Authority (formerlythe responsibility of the London Stock Exchange).Internal ControlThe Directors are responsible for the Group’s system ofinternal financial controls which aim to safeguard Group assets,ensure proper accounting records are maintained andthat the financial information used within the business and forpublication is reliable.Report of the Remuneration CommitteeThe Company has complied throughout the year with thebest practice provisions, annexed to the London StockExchange Listing Rules, concerning remuneration committees.The purpose of the Remuneration Committee is to review,on behalf of the Board, the remuneration policy for ExecutiveDirectors and to determine the level of remuneration,incentives and other benefits, and the terms of employmentof each Executive Director. It also seeks to provide aremuneration package which aligns the interests of Directorswith the shareholders. The Committee has continued toreview the remuneration of the Executive Directors withregard to the need to maintain a balance between theconstituent elements of salary, incentive and other benefits.It receives advice from independent remuneration consultants,including comparisons with similar organisations. The policy hasdue regard to the remuneration practice across the Group.Integrated solutions for tomorrow’s worldAt the forthcoming Annual General Meeting, Mr RJ Piper andMr RW Umney will retire in accordance with the Articles ofAssociation and offer themselves for re-election. Mr J Morley,Mr DDS Robertson and Mr RS Southwell having been appointedduring the year, will also retire in accordance with the Articlesof Association and offer themselves for re-election.On behalf of the BoardRichard TomalinSecretary7 June 200126

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