AnnuAl report
& Accounts 2014
Welcome
our vision is to be the leading specialist
recruiter in the markets in which we operate.
pageGroup is organised into three
brands operating at different levels of
the market.
tarGeted seCtors
qualIfIed
ProfessIonal
ClerICal
ProfessIonal
GeneralIst
staffInG
contents
Page Executive
Page Executive is the Group’s executive search
business and offers a range of search, selection
and management solutions for organisations
needing to attract and retain their leadership
talent. The roles on which we focus typically sit
at the sub-board and board levels.
Michael Page
Michael Page is the original PageGroup brand
and is normally established as the first business
in each new country that we enter. Michael
Page is comprised of 15 broad disciplines, each
providing a service to a specialist area of the
market. Operating at the qualified professional
and management level, Michael Page
recruits on a permanent, temporary, contract
or interim basis.
Page Personnel
Page Personnel offers specialist recruitment
services to organisations requiring permanent
employees or temporary or contract staff
at technical and administrative support,
professional clerical and junior management
levels.
44
Welcome and Contents
Strategic Report1 Business Model5 Chairman’s Introduction7 Strategic Framework11 Strategic Review19 KPIs23 Q&A with Steve Ingham, CEO27 Corporate Social Responsibility33 Regional Perspectives43 Principal Risks and Uncertainties47 Review of the YearCorporate Governance56 Chairman’s Introduction to Corporate Governance 57 Our Board of Directors61 Executive Committee 62 Corporate Governance Report68 Nomination Committee Report69 Audit Committee Report74 Directors’ Remuneration Report 87 Remuneration Policy Table90 Directors’ Report93 Directors’ Statement of ResponsibilityFinancial Statements95 Independent Auditor’s Report99 Consolidated Income Statement99 Consolidated Statement of Comprehensive Income100 Consolidated and Parent Company Balance Sheets101 Consolidated Statement of Changes in Equity102 Statement of Changes in Equity – Parent Company103 Consolidated and Parent Company Cash Flow Statements104 Notes to the financial statements132 Notice of AGMExEcutivE SEarch A Global leader
What we do
We are one of the world’s best known and
most respected specialist recruitment
consultancies. We deliver recruitment services
to clients through a network of over 150 offices
across 36 countries.
Geographic reach
PageGroup has a truly global reach, with
a substantial and well-balanced business
across all regions, including Latin America and
Asia. We source candidates from domestic
and international markets and provide a
comprehensive service to both local and
multinational clients.
Discipline expertise
We organise our consultants into 15 specialist
discipline teams, grouped into four broad
categories. We then specialise further
(eg digital marketing within Marketing)
to ensure we provide expert recruitment
services to our clients.
perm and temp mix
PageGroup is the international market-leader
for permanent recruitment in the majority of
countries in which we operate. We also have a
substantial and growing temporary recruitment
business in markets where temporary
placements for professionally qualified
candidates are culturally accepted.
The Americas
£77m
Gross Profit
Page 39 for The Americas Performance Review
Argentina
Brazil
Canada
Chile
Colombia
Mexico
Peru
USA
uK
£138m
Gross Profit
Page 35 for the uK performance review
Highlights
• Gross profit up by 10%*
• Operating profit before
exceptional items up 23.8%*
• Conversion rate improved
by 1.4 percentage points
to 14.7%
• Strong balance sheet with
£90.0m net cash
*In constant currency
£532.8m
Gross Profit (+3.7%)
5,578
Headcount (+8.7%)
£78.5m
11.0p
Operating Profit (+10.3%)
Dividend (+4.8%)
eMeA
£212m
Gross Profit
Page 33 for EMEA Performance Review
Austria
Belgium
France
Germany
Ireland
Italy
Luxembourg
Morocco
The Netherlands
Poland
Portugal
Qatar
Russia
Spain
South Africa
Sweden
Switzerland
Turkey
UAE
Gross Profit £m
2011-2014
2014
2013
2012
2011
532.8
513.9
526.9
553.8
Basic EPS Pence
2011-2014
2014
2013
2012
2011
13.8
11.9
Operating Profit Before Exceptionals £m
2011-2014
Disciplines £m
2014 Gross Profit
78.5
Finance & Accounting
68.2
65.1
Marketing, Sales & Retail
Legal, Technology, HR, etc
86.0
Engineering, Property & Construction,
Procurement & Supply Chain
19.3
18.7
211.4
39.7%
106.5
20.0%
107.2
20.1%
107.7
20.2%
100%
Asia pacific
£106m
Gross Profit
2014
2013
2012
2011
£m
Page 37 for Asia Pacific Performance Review
Australia
Greater China
India
Indonesia
Japan
Malaysia
New Zealand
Singapore
Revenue
Gross profit (net fee income)
Operating profit before exceptional items
Operating profit after exceptional items
Profit before tax
Basic earnings per share (pence)
Conversion rate (operating profit/gross profit)
Year end staff headcount
2014
2013
2012
2011
2010
1,046.9
532.8
78.5
80.1
80.4
19.3p
14.7%
5,578
1,005.5
513.9
68.2
65.7
64.1
13.8
13.3%
5,130
989.9
526.9
65.1
57.3
57.0
11.9
12.4%
5,099
1,019.1
553.8
86.0
86.0
86.1
18.7
15.5%
5,286
832.3
442.2
71.5
88.7
100.7
21.6
16.2%
4,498
6
6
A Global Leader
Highlights
8
8
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
Business Model
pageGroup’s business model has proved itself through economic cycles
and as the business has expanded into a global enterprise. At its core is a
focus on organic growth.
PageGroup offers its consultants
a well-defined and varied career in
recruitment. This includes a clear
development structure with significant
opportunities for the most talented.
Recruitment is a fast-paced and
dynamic business. Our agility gives
us the confidence to respond quickly
to the opportunities and challenges
as they appear.
We regularly
move experienced
directors into
markets where
they can add
the most value
and guide the
business through
the challenges of
a market cycle,
while allowing
us to retain and
motivate key
senior talent.
career
development
structure
Agile and
responsive
Global
management
mobility
organic
Growth
team
profit-led
compensation
experienced
management pool
productivity-led
expansion
A focus on
team-based
performance
rather than
the individual
promotes positive
corporate
behaviour and
consistent quality
of service for
both clients and
candidates.
Experience through economic
cycles and across geographies and
disciplines reduces our learning curve,
maximises scalability and is crucial for
placing resources where they will add
the most value.
Our operational metrics focus on
productivity, by team, discipline and
geography. This bottom-up approach
aligns expansion criteria throughout
the Group, focusing and optimising
investment on key priorities.
11
Business Model
our competitive Advantage
Brand
scale
culture
our true competitive advantage is the combination of these three factors
and the balance we have achieved in the business over the past 38 years.
Brand
scale
culture
Page Executive, Michael Page
and Page Personnel are brands
which inspire high levels of
confidence, trust and assurance
of quality service. Our consistent
commitment to the markets in
which we operate and level
of expertise enables these
brands to resonate strongly in
their marketplace.
The digital revolution has
reshaped the recruitment sector’s
marketing and delivery channels,
and we are a highly active online
participant. However, high quality
candidates will only continue
to place key decisions on their
future in the hands of consultants
who have substance behind their
online marketing profile.
We are trusted by our clients and
candidates to remain committed,
to provide a high quality service
and to be there for the long-term.
Our scale enables PageGroup
to commit to markets through
cycles giving clients the
confidence to build long-term
relationships with us. It also
enables a broader client offering
with participation from multiple
disciplines, even in some of our
newest markets.
The ability to offer diverse
expertise across a broad range
of complementary specialisms
and geographies enhances
our offering and the candidate
pools we can access. Our scale
enables us to build an unrivalled
skillset and level of experience,
equally available to the smallest
and largest of our clients.
Our strong financial standing has
also been increasingly important
for many clients who prefer not
to work with the smaller market
players, particularly in times of
economic uncertainty. Temporary
staff also derive comfort from
our financial strength that their
salaries will be paid.
PageGroup’s culture is unique
in the sector and has ingrained
values of how to do business
properly, ethically and to make
decisions for the long-term.
It is a global culture that delivers
a consistent approach both
internally and externally, whilst
being accepting of the particular
character of each local market.
The global nature of the culture
is aided by a high degree of
management mobility.
It is reinforced through our
consultant training programmes,
the processes by which we do
business, and our team-based
approach which is at the heart
of everything we do. It also
encourages us to challenge
ourselves with confidence,
and to respect the successes
of our colleagues.
See page 25 for more on
our Digital platform in 2014
See page 17 for case studies
on 2 of our High Potential
Markets in 2014
See more on our culture in
Our Employee Value Proposition
on page 3 and International
Mobility on page 31
our Competitive advantage
22
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Providing a great place to work:
Our Employee Value Proposition
Career
Progression
P a s s i onate about
y o u r progress
Rewards
& Wellbeing
Talent
Development
N
e
v
e
r
g
i
v
e
u
p
l
e
a
r
n
i
n
g
alth made fu n
e
h
d
n
a
s
d
r
a
w
e
R
A
t
e
a
m
We value
our people
t
h
at’s diverse
d to give
o m e t h in g back
o
u
P r
s
Diversity
At Work
Giving Back
To Others
Our EVP – Employee Value Proposition
defines the unique set of rewards from
which our employees benefit in return
for their skills, capabilities and the
results they bring to PageGroup.
It provides our employees with a clear
career and reward structure and is core
to why they are proud and motivated to
work here.
We work hard to provide our
most ambitious people with new
opportunities and challenges to build
rewarding careers with us for the
long-term.
The EVP covers five elements:
Passionate about
your progress
We are passionate about our people’s
career progression. Consultants who
join us know that one day they can
be our future managers, directors and
managing directors.
The culture is one of meritocracy and
there is strong company and peer
group recognition for achievements.
We score highly in our employee
surveys for encouraging pride, fun,
passion and commitment to the job.
Never give up learning
We are renowned for our first class
investment in developing talent.
We have customised our programmes
to offer the right training to suit different
cultures and working environments.
Training encompasses initial
induction, a trainee academy and
a management and leadership
development programme.
At all levels we deliver a programme
that fully adapts to the skill-set needed
and that will engender self-development
and personal growth.
33
We Value our People
Proud to give
something back
Giving back is part of the PageGroup
culture. We have a strong commitment
and drive towards giving something
back to the communities in which we
live and work.
We encourage staff to be proactive
in seeking projects within their
own community and making a
telling contribution.
This approach enriches our working
lives and ensures we are engaged with
the world around us and in which we do
business. More detail on our community
activities in 2014 are included in the
CSR review on pages 27-30.
A team that’s diverse
We promote a diverse, open and
inclusive working environment which
leverages our global footprint, rich in
diverse people, talent and ideas. Our
OpenPage philosophy comprises: Age
is just a number; Disability doesn’t hold
you back; Sexual orientation doesn’t
matter; Families and carers come first;
A multicultural workforce thrives; and
Women succeed at work.
This programme has helped lower
turnover, increase the number of new
mothers returning to work, and increase
senior representation of both ethnic
groups and females across the business.
We are also an outspoken industry
advocate for ensuring recruitment
activities follow best practice.
Rewards and health
made fun
Celebrating success and making the
job fun is part of our culture. We believe
reward and recognition of top talent is
key to motivating and getting the best
from our consultant teams.
Recognition of a job well done and
being an active team contributor is an
essential part of the quarterly review
process. This is combined with team
celebrations and high-flier events for
reaching key performance targets.
Our Feel Good programme for well-
being and health includes active
promotion of a variety of services such
as gym membership, health workshops
and an online health coaching platform.
We Value our People
44
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
chairman’s Introduction
The PageGroup leadership team has also made progress
on the strategic priorities set out last year. Our geographic
diversification continued with launches in Peru and
Indonesia. New Page Personnel disciplines, such as
Property & Construction, were added in France and the UK,
enabling us to grow our market presence, even in countries
where economic growth is muted. At the end of the year the
business had record fee-earner headcount and the best
fee-earner to operational support ratio in our history.
Overall, we grew our fee-earner headcount by 12%,
targeted in markets with the highest growth potential.
Particularly, we are reinforcing our market-leading positions
in regions such as Latin America and Greater China, where
there is limited competition and attractive margins available.
Retaining and developing our most talented people is
essential, so we can continue both to grow and to maximise
our productivity. This year we enhanced our Employee
Value Proposition programme for developing and retaining
talent within the business. This has already both improved
retention rates and increased management mobility,
particularly in some of our highest growth markets. This
mobility enables us to place expertise in markets where our
people can add the greatest long-term value.
When taken together, we believe that this focus on our
highest potential markets, roll-out of new disciplines, and
investment in the skills of our people will put us in the best
position to both achieve sustainable growth for the longer
term and deliver robust shareholder returns.
“PageGroup remains a
dynamic business with
a clear and tangible
corporate culture.”
2014 Performance
In 2014, PageGroup grew at double-digit rates in strategic
markets such as the UK, US and Greater China. Meanwhile
other important parts of our business including Australia
and Brazil did less well due to considerable economic
uncertainty. This mixed picture reflects the degree of macro-
challenges caused by the 2008 financial crisis, still faced by
most global players.
Against this backdrop, our robust organic business model,
highly respected brands and financial strength delivered
a solid financial performance. Gross profit in 2014 was
£532.8m, an increase of 10.0% in constant currencies and
3.7% in reported rates. Operating profit grew 23.8% in
constant currencies and basic EPS rose 39.9%.
robin Buchanan
Chairman
55
Chairman’s Introduction
Dividend
Our policy is to grow the dividend over the course of the
economic cycle in line with our long-term growth rate. In this
way we can sustain the level of dividend payment during
downturns, as well as increasing it during more prosperous
times. In 2014 we generated cash from underlying operations
of £88.1m and ended the year with cash balances of
£90.0m. Given this cash position and our results for the year,
we propose to increase the final dividend to 7.58p. When
taken together with the interim dividend paid in October of
3.42p, this implies a total increase of 4.8% on 2013.
People
PageGroup remains a dynamic business with a clear and
tangible corporate culture. Its team-orientation operates
across disciplines and across geographies. Indeed, the
energy, passion, persistence and team work are evident
in each PageGroup office I visit.
This powerful culture enables the business to achieve
great things. It was therefore particularly pleasing to see
the PageGroup culture being recognised through over
10 awards, including for Diversity and work environment.
Board
Your Board remains diligent in both supporting and
challenging the executive team’s strategy recommendations
and their responses to changing market conditions.
Full details of the work of the Board and subjects
discussed in the year are set out in the Directors’
and Committees’ reports.
This year we welcomed Kelvin Stagg onto the Board in
June as he formally took up the role of CFO. We also bade
farewell to Tim Miller who retired in August at the end of
his third term on the board. Tim gave sterling service to
the Board over the last nine years and we are grateful to
him for his many contributions.
Board members have considerable experience of
working internationally in different parts of the world.
Indeed, the Board has a good mix of relevant skills,
experience, gender and backgrounds. This diversity
is of great benefit to the business.
Strategic Report
This report sets out PageGroup’s strategic vision and how
we address the various markets and the opportunities
before us. We have highlighted areas which are critical
to achieving this vision, such as our Employee Value
Proposition shown on page 3, and how we use digital
channels to acquire new candidates. The report also
details our approach to corporate and social responsibility,
including how we engage with our stakeholders.
Looking ahead
In 2015 we will build on the investments in markets,
people and technology in our continuing pursuit of
sustainable and profitable growth. Given the mixed global
outlook we will also continue to actively manage our
exposure to those markets where we are less certain of
achieving reasonable returns.
Whether we are reaping the rewards of our strategy or
protecting ourselves from the perils of troubled economies
we succeed only through the intelligence and hard work of
our people. We are very grateful to them.
Chairman’s Introduction
66
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
strategic Framework
Business Model
We have had a consistent business model
for 38 years founded on the principle of
team-based service delivery and reward,
rather than by individual consultant.
The reward model is structured to ensure
a focus on profit rather than just revenue
generation, which helps drive operational
efficiencies throughout the business.
Management experience and resource mobility
are both valued highly. They are also key to
achieving organic growth, with PageGroup
able to offer its consultants a structured path
throughout a highly rewarding career.
See page 1 for more on our business model
objectives
career
development
structure
Agile and
responsive
Global
management
mobility
organic
Growth
team
profit-led
compensation
experienced
management
pool
productivity-led
expansion
Diversified
organic
growth
scalable
and flexible
capacity
talent
and skills
development
sustainable
growth
diversification helps
to mitigate the cyclical
nature of the recruitment
markets, which for us
is combined with high
operational gearing given
our permanent recruitment
bias.
our broad-based capabilities
enable us to capitalise
on market opportunities
across the globe, avoiding
over-reliance on any one
geography or discipline.
the ability to respond
quickly to changing market
conditions is critical to
managing the business
efficiently throughout
economic cycles.
We ensure that we always
have the ability to flex our
capacity up and down, while
maintaining a core presence
in each market to service
clients properly and retain
management experience to
enable a quick recovery.
our business is reliant on
having the experience to
manage the challenges and
identify the opportunities
across our local markets.
our scalability is dependent
on having the right people
available to grow the
business and nurture the
next generation.
the combination of these
objectives has enabled
PageGroup to deliver strong
cash flows and the financial
strength to prosper through
economic cycles.
It also gives the resilience
to cope with market
downturns without
damaging the business’s
long-term prospects.
See page 9 for more on our
business sustainability
77
strategic framework
strategy
Our strategy aims to fulfil our vision of being the leading specialist recruiter in each of the markets in which we operate.
Our service offering is spread across a broad set of disciplines and geographies, focusing on opportunities where our industry
and market experience can set us apart from the competition. Operating in 36 geographies and in highly diverse cultures, we
have established three categories into which we have grouped each of our markets based on criteria including the size of the
opportunity and the potential for future growth. This structure has provided a clear investment framework for the business.
We categorise our markets as follows:
Large, High
Potential Markets
typically under-developed markets, but
where we have a successful track record
and confidence in our ability to scale our
operations substantially.
See page 15 for more on our strategic plan
Large, Proven
these are large markets where we are
already proven with a strong track record
and a significant presence.
Small and Medium,
High Margin
Markets which are, or could be, significant
profit contributors with attractive
conversion margins, but are unlikely (or not
yet proven) to be able to grow to more than
300 fee-earners.
How We Measure our performance
PageGroup measures itself against a range of financial and non-financial performance metrics, and monitors a number of
related risk indicators. Our full KPIs are set out on pages 19 to 22.
Set out below are those metrics which have been identified as being aligned with the categories identified by the Remuneration
Committee as appropriate for the assessment of the Executive Directors and senior team, and embodied in the executive
remuneration policy and plans currently in force. They encompass a broad range of areas, focused on financial performance,
strategy and people development.
KPIs
Risks
Remuneration
Financial
- Gross profit growth
- Conversion rate
- Macro downturn
- fX on reported rates
ePs growth:
- 1 year: relative
- 3 year: cumulative
Strategic
- Gross profit diversification
- fee-earner headcount
- fee-earner: operational support
- Business model
- delivery of operational
efficiencies
- strategic plan milestones
- It transformation
People
- Management experience
- employee index
- Management development
- attraction/retention
- leadership development
- retention/succession
See the Directors’ Remuneration Report on pages 74 to 86.
strategic framework
88
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
Securing long-term success:
Business sustainability
“Robust
governance
procedures”
Fui-Meng Goh
Internal Audit
“Active
succession
planning”
Kate Chapman
Group HR Director
“Local culture,
global
reputation”
Sunny Song
Head of Suzhou office
With a business model
that focuses on organic
growth, combined with
a strong team culture,
PageGroup people
across the globe highlight
consistent themes that are
key to the sustainability of
our business.
When taken together,
these make up a powerful
dynamic which has served
us well for 38 years and we
believe has the strength and
flexibility to continue to do
so well in to the long-term.
A clear set of values and
commitment to high
ethical behaviour is the
bedrock of our strong
brand and reputation
with all stakeholders,
supported by robust
governance procedures.
Active succession
planning is central to our
business model, aligned
to our long-term strategic
planning, and supported
by a high degree of
management mobility.
A local culture and
global reputation could
not be more important
for sustaining a business
spanning 5 continents
and 36 countries and a
multitude of different
local cultures.
Our goal is to have local
senior management,
wherever possible,
supported by those with
international experience.
99
Business sustainability
“A great place
to build
a career”
Steve Hallam
Promoted MD in 2014
“Highly
cash
generative”
Roger Hanson
Director of Credit
& Accounting
“Increased
diversity across
the business”
Sarah Kirk
Director OpenPage
“Intelligent
use of
new media”
Richard Rowe
Group Digital Director
We provide our consultants
with a clear career structure
which will take the most
talented to the top, making
this a great place to build
a career, and a supportive
team culture which helps
them get there.
Our business is highly
cash generative,
which allows us the
financial strength to make
long-term commitments to
markets and clients, and
enhances trust amongst
our employees.
We have a highly
meritocratic culture and
so proactively develop
programmes to increase
diversity across the
business, with equal
opportunities for all.
Intelligent use of digital
media plays a critical role
in our ability to source
candidates and maximise
brand awareness.
Sophisticated targeting
techniques combined
with in-depth performance
analysis ensure we are
able to maximise our return
on investment across all
digital channels.
Business sustainability
1010
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM strategic review
I would like to welcome you to our strategic review,
where we have outlined our views on market dynamics
and opportunities, together with pageGroup’s strategy
and business model.
Over these few pages, we have also set out how we
see our competitive advantage; the key elements of our
strategic plan; and how this determines our approach to
investment within defined market categories.
This year we are providing greater linkage to how
we measure our performance. This comprises our
KPIs – both financial and non-financial – together with
their related risks. These relate directly to the three
elements (financial, strategic, people) which make up the
performance criteria for the executive remuneration plan
currently in force.
steve Ingham
Ceo PageGroup
Global Vision
At PageGroup we have a clear strategic vision: to be the
leading specialist recruiter in the markets in which we
operate. We have sought to achieve this by developing a
significant market presence in major global economies, as
well as targeting new markets where we see the greatest
potential for long-term growth in gross profit at attractive
conversion rates.
We offer our services across a broad set of disciplines and
specialisations, solely within the professional recruitment
market. Our origins are in permanent recruitment, but nearly
25% of the business is now temporary placements, where
local culture and market conditions make this attractive.
We focus in particular on opportunities where our industry
and market expertise can set us apart from the competition.
That enables us to offer a premium service which is valued
by clients and attracts the highest calibre of candidates.
Strategic Framework
PageGroup is focused on delivering against three key
strategic objectives to achieve its strategic vision and
sustainable financial returns. These are 1) to look for
organic and diversified growth; 2) for this to position
the business to be efficiently scalable and highly flexible
to reflect market conditions; and 3) as a people oriented
and organically-driven business, the nurturing and
development of talent and skills is fundamental to achieving
long-term and sustainable growth.
Our consistent business model has organic growth as its
cornerstone. As set out on page 1, key elements of our
business model are derived from this team-led approach,
with great value placed on clear career development and the
value that experienced management brings to the business.
“Our value proposition is
centred around expertise and
specialism, and for this to
be delivered in a consistent
manner and supported by high
quality processes.”
1111
strategic review
Our Value Proposition
Our value proposition is centred around expertise and specialism, and for this to be delivered in a consistent manner and
supported by high quality processes. As shown in the chart below, when these elements are brought together, the potential for
a successful outcome for both client and candidate is maximised. Such successes enhance our reputation; bring greater repeat
business; and candidates start returning as clients and vice-versa.
o u r M o Del At WorK
leads to...
• Repeat business
• Greater exclusivity
• Future candidates
clients
• Sector expertise
• Appropriate candidate
shortlist
• Specialist industry & market knowledge
• Global reach, with deep local knowledge
• Expertise in premium candidate sourcing
• Experienced advocate for client & candidate
• Consistent, high quality processes
With this depth of talent consistently available to the
business, it enables the senior executive team to flex the
business’ exposure to any particular market, both up and
down, according to market conditions and decisions as
to where PageGroup can achieve the greatest return on
investment and allocation of management resource.
• Professional high quality
service
consultants
• Team-based structure and
compensation
• Access to jobs across entire
Page network
• Consistent process
candidates
• Professional high quality
service
• Market understanding and
client profiling
• Career advice
leads to...
• Rapid career promotion
• Career opportunities
• Reward and recognition
leads to...
• Career-long relationship
• Peer recommendations
• Future client
People & Management
The flexibility and agility which our business model brings,
together with the significant loyalty of the management
team, allows the business to make progress even in
uncertain markets. PageGroup consultants also quickly
come to understand that we can offer them a fulfilling and
long-term career in recruitment. They know how highly we
value the experience that they acquire as they progress
through their various career stages.
We encourage the rising stars to expand their horizons
through geographic and discipline moves, as this allows
them to broaden their experience and value to the Group.
As a result, our management team has some of the
longest tenure and experience in the industry. Moreover,
the mobility of our people greatly enhances the flexibility
of the business model.
strategic review
1212
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM strategic review
Market Dynamics
Professional recruitment has always been highly sensitive
to prevailing economic conditions, together with client and
candidate confidence. Market liquidity can change rapidly,
whether in terms of availability of jobs or candidates, or
candidate confidence in taking the next step in their career.
It can also be very localised whether by geography or
discipline, and differ between temporary and permanent
placements in the same market.
PageGroup therefore has a well-balanced business profile,
in order to mitigate the exposure to any one revenue stream.
This strategy requires us to operate in very diverse markets,
each with a particular recruitment culture, such as the
degree to which temporary placement opportunities are
acceptable to professionals. Other aspects of this culture
include the degree of outsourced recruitment undertaken,
as opposed to in-house by HR departments.
In a number of geographic regions, such as Latin America
or Greater China, our potential markets are very large yet
relatively immature. This provides significant market share
opportunities, but also business development challenges.
New markets can take time to crack, but the advantages
of being an early participant and building scale can
be considerable.
PageGroup views certain key features as defining a
particular recruitment market profile, as set out in the table
below and categorised by the proportion of roles filled
through a recruitment agency (“market penetration”).
The challenges to achieving a significant market position
vary across markets, as does their attractiveness
to PageGroup.
These features, when taken together with PageGroup’s
historic success in a particular market, helped define the
Strategic Plan and to identify which geographies would have
the highest potential for long-term success.
Strategic Plan
In 2013, PageGroup put in place a Strategic Plan which
defined its aspirations within various markets. It has
provided a disciplined framework to focus investment plans
on geographies with the greatest long-term potential; and
to help structure the career moves of the rising stars in the
business. A portion of the Directors’ remuneration is also
linked to the performance against milestones within this
Plan, and its overall achievement.
An essential part of the development of this Plan was to
review the markets in which PageGroup operated, and
to identify which had the greatest potential and likely
future impact on Group revenue. Set out on page 15 is an
explanation of these categorisations and our approach to
these different markets.
Our market categorisation has provided the business with
a framework within which investment decisions can be
judged, and guidance as to where management expertise
and fee-earner headcount is best placed. These decisions
are continuously reviewed in order to best align them to
the business needs and the prevailing market environment,
which is often fast moving and highly dynamic.
Operational Efficiency
PageGroup is very aware of the need for high levels of
operational efficiency in a recruitment business, and
especially one with such a global footprint. Central to the
strategic objective of scalable growth and flexibility through
the cycle is for this to be achieved while controlling the fixed
asset base.
We have a relentless focus on sharing best practice across
the Group as a way to enhance the quality and consistency
of the service offering. In this way we can capture and
leverage skills and expertise for the benefit of the whole
Group. We are then also able to centralise many of the
support functions into regional service centres, while
maintaining the robustness of the operational platform.
Emerging
Developing
Mature
Market
penetration
0-15%
15-30%
30-70%
Over 70%
Competition
Limited international
operators present
Few well-established
regional players
Well developed markets
with many international
operators
Highly competitive
Examples
LatAm; SE Asia
Germany; China
France; Australasia;
Holland; Spain; Italy
UK, US
1313
strategic review
Market Drivers of PageGroup Performance
As well as the influence of the general macro-economic environment on business activity, there are a number of specific market-
based drivers which can materially impact PageGroup’s financial performance. These are split into elements which affect market
liquidity and those which influence gross profit and consultant productivity. It is the nature of the professional recruitment market
that strong market conditions will see drivers in both elements rapidly align, and this has a dramatic impact on PageGroup’s overall
performance and conversion margins.
Impact
Comment
Candidate shortages
Candidate confidence
Fees/rates
Wage inflation
Time to hire
Often highly discipline/geography-specific, especially at
midpoints in the cycle as client confidence grows. This is a key
driver of most other elements, as the quality of a recruiter is
most clearly demonstrated through their ability to source
difficult-to-find candidates.
A major influence on market liquidity where macro-environment
is sufficiently stable, candidates will look to progress their
careers, which helps to drive job liquidity.
Group average historically moves within a 10% range over
the cycle (19.5%-22%).
Reflects level of candidate shortage and liquidity within a
particular discipline or geography, plus macro-economic
conditions.
As candidates become scarcer, companies reduce the number
of interviews and shorten the decision making process in order
not to lose preferred candidates.
Financial
impact
Mainly visible through
improvement in gross
profit, but a buoyant
market helps to
drive productivity,
principally through
reducing the time
to hire.
Notable influence
on both gross
profit and also
conversion rate.
Productivity, especially
in permanent
recruitment, is
significantly enhanced
as these market
drivers positively align.
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Our 2014 achievements
PageGroup made good progress against its three strategic
objectives in 2014. With two new countries launched, and
additional disciplines rolled out in both the Michael Page and
Page Personnel brands, the business continued to grow its
market presence in core target areas.
Growth was in temporary as well as permanent recruitment
segments, further diversifying the service offering. At the end
of 2014, the fee-earner and total headcount was at record
levels for the Group. This was achieved together with the
best operational support ratio to date, reflecting operational
efficiencies delivered within the business.
As well as progress in headcount and market presence,
there has been a strong focus on operational flexibility
across the Group. The technology upgrade and roll-out of
our next-generation website and new Page Recruitment
System successfully commenced and will continue through
2015. This will offer significant benefits to consultants in their
day-to-day activities and provide for expansion flexibility and
efficient future upgrades, together with lower maintenance
costs.
Finally, further work in the EVP programme has looked to
provide greater clarity of individual career paths, and to
increase retention of identified talent at key career points
and in key markets.
strategic review
1414
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
strategic plan
How we categorise the markets
In 2013 PageGroup categorised each of its markets around
the globe based on criteria including the size of the opportunity
as well as the potential for future growth. This growth potential
was assessed on a combination of: expectations for economic
growth; size of the existing PageGroup operations relative to the
market; and competitive landscape.
The outcome was three categories (as set out in the table to
the right), into which the 36 geographical markets in which we
operate were placed: five markets were identified as Large, High
Potential markets. These include the large economies of the US,
Germany and Greater China, together with the regions of Latin
America and South East Asia. Typically under-developed from a
recruitment perspective, each satisfied key criteria, including:
• Positive PageGroup track record
• Ability to adapt PageGroup culture to local culture
• Ability to hire and retain local consultants
• Ability to roll-out disciplines and open offices
• Attractive conversion rate potential
• Large-scale economies
Six historically successful geographies were categorised as
Large, Proven, reflecting the fact PageGroup had, within the
last economic cycle, operated substantial businesses in each.
While currently below peak levels, they have a proven track
record, and, as a group, the potential to return to historic high
levels – albeit with a different mix of headcount and disciplines.
Finally, the remaining businesses were categorised as Small
and Medium, High Margin. This reflects the fact that each
individually will not have the scale or potential to be a significant
contributor to gross profit. However, they each offer the
prospect of attractive margins and include countries with some
of the highest fee rates and conversion margins in the Group.
Within this category are three markets – Japan, India and Africa
– that all have the long-term potential to achieve Large, High
Potential status.
Investment approach
The market categorisation provides an investment framework for
the business. Investment comes in a range of forms including
headcount, new offices and infrastructure, marketing spend and
minimum levels of market presence through the economic cycle.
1515
strategic Plan
large,
High potential
substantial, high potential markets
for recruitment. typically under-
developed, but where PageGroup
has a successful track record, and
confidence of ability to successfully
scale operations.
Germany, Greater China,
Latin America, South East
Asia and the US.
Invest through cycle.
Create a market leading network of
offices, management and headcount.
c.40% of Group gross profit/ fee-
earners; 30% conversion rates.
new offices in Peru and Indonesia;
growth of German temporary
business.
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Continue investment in new
headcount and management team,
whilst improving conversion rates.
large,
proven
small and Medium,
High Margin
large markets in which PageGroup
is already proven with a strong track
record and a significant presence.
Have been or could be significant
profit contributors for PageGroup,
but not likely to be in excess of
300 fee-earners.
CATEGORISATION
UK, France, Australia,
Holland, Italy and Spain.
Japan, Middle East, Africa,
India, Canada, Turkey and
other European countries.
EXAMPLES
Investment reflects gross profit
growth and market conditions.
respond to market conditions, focus
on high margin opportunities.
INVESTMENT
APPROACH
Collectively return to 2007 peak levels
of operating profit & conversion rates;
equivalent to c.45% of Group gross
profit/ fee-earners.
Investment responsive to market
conditions. expected to represent
c.15% of Group gross profit/fee-
earners; 30% conversion rates.
STRATEGIC
PLAN
roll-out of new disciplines in
Page Personnel in uK and france;
managed australia headcount.
opened Calgary office; prepared for
Japanese domestic market.
2014
ACTIONS
utilise capacity to drive productivity,
improving conversion rates in the
process.
focus on productivity gains and
improving conversion rates.
2015
PLAN
strategic Plan
1616
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Maximising growth markets:
Large, High Potential Markets – two case studies
7
Offices
255
Fee-earners 2014
5%
Fee-earners
2009 -14 CAGR
11%
Gross profit
2014 vs 2013
12%
Gross profit
2009 -14 CAGR
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PageGroup has been established
in Germany for some time, initially
focused exclusively on the permanent
placement market. With 220 fee-
earners at our previous peak in 2008,
we have been the international market
leader for many years, with operations
in 7 offices in key cities. This permanent
business grew to being 7% of Group
gross profit, but suffered during the
aftermath of the 2008 financial crisis.
and financial obligations surrounding
temporary placements.
More recently, PageGroup identified
a strategy to enter this market while
mitigating the financial risks to an
acceptable level. We also identified
two German-speaking senior
directors, with appropriate temporary
market experience, who relocated to
Dusseldorf in May 2013.
The market opportunity for temporary
recruitment however is also significant,
as Germany has a well-developed
market for contracting, even at higher
salary levels. Historically PageGroup
was reluctant to grow this business
given the regulatory environment
Since launching the temporary/
contracting business, it has grown to
have a presence in 6 offices. In 2014
the business broadened its service
offering to include technical disciplines
such as IT and Engineering within the
Page Personnel brand.
It also invested in fee-earner headcount
which grew by over 25% in 2014, and
saw a similar increase in the number of
temps with over 600 being placed into
the market.
We see substantial opportunity for
developing this business, as we are
significantly smaller than a number of
our competitors, and the size and scale
of the economy makes Germany a
Large, High Potential Market for us.
With a record headcount of
over 250 fee-earners across both
temporary and permanent recruitment,
we now have a strong and increasingly
well-balanced business in this key
European market.
All figures in constant currencies
1717
High Potential Markets
10
Offices
364
Fee-earners 2014
32%
Fee-earners
2009 -14 CAGR
22%
Gross profit
2014 vs 2013
40%
Gross profit
2009 -14 CAGR
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Over the past five years, our Chinese
business has grown to become the
Group’s third largest contributor of
gross profit, growing from 3% to 8%
of Group gross profit since 2009. We
see this as a very attractive long-term
opportunity, with low penetration,
limited competition, attractive fee rates
and conversion margins.
We have been in Hong Kong for over
20 years and on the mainland for
over 10 years, and have taken time
to understand the market and learn
how best to do business. Now with
10 offices, and with total headcount
growing from below 100 people to
nearly 450 since 2009, PageGroup
is clearly the largest international
recruiter with the broadest penetration
of the market.
We have an increasingly experienced
management team and meaningful
scale in our operations, with over
65,000 candidates registered in 2014
and over 4,000 permanent placements
made. With this scale comes the
ability to roll-out the business into a
broader range of disciplines, such as
Technology, Human Resources, Legal
and Retail.
In addition, there has been a significant
increase in the proportion of work
undertaken for Chinese-owned entities,
and, as our brand and reputation
grows, over 15% of gross profit in 2014
came from cities where we do not have
established offices.
This growing breadth of business has
also allowed PageGroup to increasingly
localise its management team. We
now have one office which is entirely
locally resourced, and over 75% of the
leadership team are local managers
and directors.
We have enormous scope for growth
in the locations where we currently
are and while we have no plans to
open new offices this year we will
constantly evaluate the many exciting
opportunities that exist in China.
High Potential Markets
1818
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
Key performance Indicators
We measure our progress against our strategic objectives using the following
key performance indicators:
Gross profit growth %
2014
2013
3.7
-2.5
2012
-4.9
2011
2010
How measured: Gross profit growth represents revenue less cost of sales expressed
as the percentage change over the prior year. It consists principally of placement fees for
permanent candidates and margin earned on the placement of temporary candidates.
Why it’s important: This metric indicates the degree of revenue growth in the business.
It can be impacted significantly by foreign exchange movements in our international
markets. Consequently, we look at both reported and constant currency metrics.
How we performed in 2014: Gross profit increased 3.7% in reported rates, 10.0% in
constant currencies, as adverse currency movements impacted on the full year figures.
Growth was highest in our Large, High Potential Markets category, where we focused
our investments, principally in new headcount.
Relevant strategic objective: Organic growth
25.2
25.7
Gross profit
diversification %
74%
60.3%
Ex-UK
Ex-Finance
&
Accounting
ex-uK
2011
2010
2012
2014
71.8 76.5 77.0 75.9 74.0
2013
ex-finance 52.7 55.2 58.1 58.8 60.3
Basic earnings per share
pre-exceptional items
2014
2013
2012
2011
2010
net cash
2014
2013
2012
2011
2010
13.6
15.1
15.1
18.4
18.7
90.0
85.4
61.4
58.2
80.5
How measured: Total gross profit from a) geographic regions outside the UK; and b)
disciplines outside of finance and accounting, each expressed as a percentage of total
gross profit.
Why it’s important: These percentages give an indication of how the business has
diversified its revenue streams away from its historic concentrations in the UK and from
the finance and accounting discipline.
How we performed in 2014: Geographies: the percentage fell slightly to 74.0% from
75.9% in 2013, but still demonstrated a high degree of diversification. This decline reflects
the continuing degree of economic recovery felt in the UK, along with the strength of
Sterling. In constant currencies, the percentage was 75.5%.
Disciplines: The percentage rose to 60.3% compared to 58.8% in 2013 as technical
disciplines as well as Sales and Marketing, performed strongly. This remains a positive
trend within the business, and was also helped by the launch of a number of new
disciplines for Page Personnel.
Relevant strategic objective: Diversification
How measured: Profit for the year attributable to the Group’s equity shareholders,
divided by the weighted average number of shares in issue during the year; and
compared to the prior year.
Why it’s important: This measures the underlying profitability of the Group and the
progress made against the prior year.
How we performed in 2014: The Group saw a 21.9% rise in pre-exceptional EPS to
18.4p; and 39.9% rise in post-exceptional EPS to 19.3p. Despite the impact of adverse
foreign exchange movements which lowered the Group’s EPS by 7% in the year,
improvements in trading, combined with one-off benefits in the Group’s effective tax rate
drove strong growth in the Group’s EPS in 2014.
Relevant strategic objective: Sustainable growth
How measured: Cash and short-term deposits less bank overdrafts and loans.
Why it’s important: The level of net cash reflects our cash generation and conversion
capabilities and our success in managing our working capital. It determines our ability to
reinvest in the business, to return cash to shareholders and ensure we remain financially
robust through cycles.
How we performed in 2014: After an increase in cash paid on dividends of 6% and
£25.4m of shares purchased by the Group’s Employee Benefit Trust, net cash rose to
£90.0m from £85.4m.
Relevant strategic objective: Sustainable growth
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Key Performance Indicators
Fee-earner
headcount growth
12.3
5.1
2014
2013
2012
-4.6
2011
2010
16.0
30.1
Gross profit per
fee-earner
2014
2013
2012
2011
2010
130.3
138.3
139.2
140.4
149.5
155.3
Fee-earner: operational
support staff ratio
2010
fee-earner 73
2011
72
support
27
28
2012
71
29
2013
74
26
2014
77
23
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How measured: Number of fee-earners and directors involved in revenue-generating
activities at the year end, expressed as the percentage change compared to the prior year.
Why it’s important: Growth in fee-earners is a guide to our confidence in the
business and macro-economic outlook, as it reflects expectations as to the level of
future demand above the existing capacity within the business.
How we performed in 2014: Fee-earner headcount grew at 12% in the year,
resulting in 4,278 fee-earners at the end of the year, a record for the Group.
Relevant strategic objective: Sustainable growth
How measured: Gross profit divided by the average number of fee generating staff,
calculated on a rolling monthly average basis.
Why it’s important: Our indicator of productivity; affected by levels of activity in the
market, capacity within the business and the number of recently hired fee-earners who
are not yet at full productivity. Currency movements can also impact this figure.
How we performed in 2014: In reported rates, the ratio fell to £130.3k from
£139.2k. However, in constant currency it fell only marginally to £138.2k, despite
being impacted by growth in new fee-earners in Large, High Potential Markets and the
greatest level of activity being at lower salary placement levels.
Relevant strategic objective: Organic growth
How measured: The percentage of fee-earners compared to operational support
staff at the year-end, expressed as a ratio.
Why it’s important: This reflects the operational efficiency in the business in terms
of our ability to grow the revenue-generating platform at a faster rate than the staff
needed to support this growth.
How we performed in 2014: The ratio improved in the year to a record 77:23.
This was driven by operational efficiencies achieved in the business that enabled
12% fee-earner growth, while reducing slightly the number of support staff.
Relevant strategic objective: Sustainable growth
conversion rate before
exceptional items
2014
2013
2012
2011
2010
14.7
13.3
12.4
15.5
16.2
How measured: Operating profit (EBIT) before exceptional items expressed as a
percentage of gross profit.
Why it’s important: This reflects the level of fee-earner productivity and the Group’s
effectiveness at cost control in the business, together with the degree of investment
being made for future growth.
How we performed in 2014: The conversion ratio improved 1.4 percentage points
to 14.7%, helped by the business achieving a record fee-earner to support staff ratio,
as well as enjoying improved activity levels. The lower conversion rate of 12.7% in the
Large, High Potential Markets was a reflection of higher headcount growth.
Relevant strategic objective: Sustainable growth
ratio of permanent vs
temporary placements
2010
Permanent 78
2011
79
temporary
22
21
2012
78
22
2013
76
24
2014
76
24
How measured: Gross profit from each type of placement expressed as a
percentage of total gross profit.
Why it’s important: A guide to the operational gearing potential in the business,
which is significantly greater for permanent recruitment.
How we performed in 2014: The ratio was flat at 76.2% vs 76.3% in 2013, with strong
growth in temporary placements in our more mature markets matched by permanent fee
growth at lower salary levels in both mature and less developed markets.
Relevant strategic objective: Diversification
Key Performance Indicators
2020
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
Key performance Indicators
employee index
75%
Positive
engagement
score
How measured: A key output of the employee surveys undertaken periodically within
the business.
Why it’s important: A positive working environment and motivated team helps
productivity and encourages retention of key talent within the business.
How we performed in 2014: We recorded a 75% positive score for Employee
Engagement in the latest Employee Survey (Summer 2013). This was a combination
of 7 questions including: how valued our people felt, how proud were they to work for
PageGroup; and the level of trust and recognition they received for their work.
Relevant strategic objective: Sustainable growth
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Management experience
2014
2013
2012
2011
10.8 Years
11.1 Years
10.5 Years
10.6 Years
How measured: Average tenure of front-office management measured as years of
service for directors and above.
Why it’s important: Experience through the economic cycle and across both
geographies and disciplines is critical for a cyclical business operating across the globe.
Our organic business model relies on an experienced management pool to enable
flexibility in resourcing and senior management succession planning.
How we performed in 2014: The average tenure of the Group’s management
decreased from 11.1 years to 10.8 years, reflecting an increase in the number of new
directors, particularly in Asia.
Relevant strategic objective: Talent & Skills development
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total GHG emissions
total energy derived emissions
(Co2e tonnes)
source of emissions
direct GHG emissions
Indirect GHG emissions
2013
1,725
3,964
2014
1,607
4,420
Intensity values of
GHG emissions
Co2e tonnes per 1,000 employees
2013
2014
energy derived emissions
1,122
1,095
Business travel (air, car and rail)
related emissions
635
507
How measured: Direct and Indirect GHG emissions calculated in line with UK
Government’s 2014 DEFRA reporting standards. Principally based on data from our
20 largest offices, covering approximately 60% of the Group by headcount and gross
profit, and extrapolated for the Group as a whole.
Why it’s important: The emissions calculations look at the CO2e impact of our
operations in absolute terms.
How we performed in 2014: Direct GHG emissions relating to the combustion of
fuel fell by 6.8% to 1,607 tonnes CO2e, while Indirect GHG emissions through the
purchase of energy such as electricity rose by 11.5% to 4,420 tonnes CO2e.
Relevant strategic objective: Sustainable growth
How measured: Intensity values for GHG emissions are based on property and
vehicle energy-derived emissions per 1,000 headcount. Headcount is viewed as
being the most representative metric for PageGroup’s activity levels.
Why it’s important: Intensity values help to normalise the GHG metrics and place
them in the context of the Group’s changing business profile, particularly in terms
of increase in headcount. It helps to identify where progress has been made on
emission reduction.
How we performed in 2014: Energy derived emissions fell by 2.4% and business
travel related emissions fell by 20.2%, in part due to a Group-wide focus on reduction
in travel later in 2014, and an increase in Group headcount of 8.7% in the year.
Relevant strategic objective: Sustainable growth
The source of data and calculation methods year-on-year are on a consistent basis. Two new strategic and two new employee-related KPIs were included.
The movements in KPIs are in line with expectations.
2121
Key Performance Indicators
The analysis of fugitive emissions (relating to air conditioning
refrigerants) was reviewed for Brazil and the UK, being
representative of large office networks in different
geographic regions. The implied global result was emissions
representing less than 1% of total emissions and is not
regarded as material for reporting purposes.
Intensity values
Intensity values (based on property and vehicle energy
derived emissions per 1,000 headcount) are shown in
the KPI table. Headcount was chosen as being most
representative of the Group activity levels, and is relatively
unaffected by issues such as business mix or foreign
exchange variations. The intensity of 2014 emissions
reduced by almost 3% compared with 2013.
In addition to the mandatory reporting of emissions, we
also calculate our business travel related emissions, and the
intensity of these emissions for 2013 and 2014.
GHG Emissions
In line with the requirements of the Companies Act 2006
(Strategic Report and Directors’ Report Regulations),
PageGroup reports on all direct greenhouse gas emissions
(relating to the combustion of fuel and the operation of any
facility, together with any fugitive emissions); and indirect
GHG emissions (through the purchase of electricity, heat,
steam or cooling).
In 2014, we reviewed our process for calculating the
emissions for the 2013 report, and targeted data gathering
on our largest 20 offices. This was an expansion of the
data exercise from the prior year and covered nearly 60%
of the Group by headcount and gross profit. For the 2014
emissions reporting, we reviewed all our 2013 data as
well as enhancing the quality of our 2014 data collation.
These process measurement improvements are planned
to continue, and will enhance the quality of our emissions
reporting in future years.
Emissions have been calculated in line with the 2014
DEFRA reporting standards, and calculated using the UK
Government conversion factors for Company Reporting
produced for DEFRA and DECC.
Direct emissions from fuel consumed by company owned
or leased vehicles were calculated using the fuel consumed
by the German based car fleet, which has the highest
vehicle fleet per headcount in the Group. This represents
12% of the Group global car fleet of just over 1,200 vehicles.
The emissions for vehicles in other countries were calculated
by first extrapolating Germany’s fuel consumption per
vehicle and then calculating the resulting emissions.
Indirect emissions derived from property energy
consumption directly under the company’s control have
been calculated by using a sample of the largest offices
across the world, together with the entire UK business,
achieving nearly two-thirds coverage, with emissions for the
remaining offices calculated by extrapolating headcount.
Key Performance Indicators
2222
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Q & A with steve Ingham, ceo
There has been a clear reduction in demand for support staff
in Financial Services through greater outsourcing over the past
five years. PageGroup’s diversification into a broader range of
disciplines, particularly technical areas such as Engineering,
Property & Construction, Supply Chain & Logistics, and Digital
Marketing is also a reflection of this overall dynamic.
We see considerable opportunities in specialisms such as
these to achieve significant growth and to develop new market
opportunities at attractive margins. This also has positive
diversification benefits on our business mix as we scale these
disciplines around the world.
Q. Can PageGroup achieve conversion margin
(proportion of gross profit converted into
operating profit) at or close to the peaks
of 2007?
A. I believe that there is no structural reason why we should
not return to conversion margins at close to the peaks seen in
previous cycles, being around 30%. The notable caveat is that
this would require the vast majority of our markets to be in high
growth mode. With the greater geographic diversity across the
business this may happen less frequently. Nevertheless, we
have not yet seen meaningful movements in the key drivers
of our conversion margin, and while our geographic mix has
changed, the focus of the business has not. As set out on
page 13, there are a number of market factors which can
produce material gearing within the business when they align,
but we are still in the early recovery stage in many markets.
There is a greater degree of complexity in a business that is
now in 36 markets across the globe, and less concentrated on
Finance & Accounting or Financial Services. However our newer
disciplines have the potential for achieving just as attractive
conversion margins and fee rates. The substantial growth in the
Page Personnel business has been achieved at similar margins
to Michael Page. In addition, we have materially reduced
costs in a number of areas of the business as we increasingly
centralise into regional or Group-based functions, which also
helps in sharing best practice and improving consistency.
Q. How have the dynamics of the global
recruitment industry evolved post the
2008 financial crisis?
A. The impact of the 2008 financial crisis is still being felt
in the recruitment industry more than five years on. In some
markets, client and candidate confidence continues to be
fragile, even in economies where there have been reasonable
levels of economic growth over the past 12-18 months. Unlike
previous cycles, there has not been a rapid Financial Services
or Corporate M&A-led recovery. While we do not believe a
significant structural change in the industry has taken place,
the recovery has struggled to gain momentum and has not
yet been felt in the higher-salary areas of our business, which
continues to impact Group productivity levels.
2323
Ceo’s q&a
Q. What effect have online recruitment
websites and social media had on
your business?
A. Over the last decade the recruitment industry has
embraced digital communications with a mushrooming of
online websites, job boards and the use of social media. While it
is now much easier to identify potential candidate pools through
online channels, identifying genuine high calibre job seekers
is completely different. Channels such as Xing, Viadeo and
LinkedIn are useful tools for us, but there is no true substitute
for the work done by a skilled recruitment consultant and their
expertise in advising clients and interviewing candidates.
Our database of registered candidates who we have
interviewed, screened and properly understood their
motivations for looking for a new job, remains our best source
of candidates and cannot be replicated online, particularly in the
very short timeframes often demanded.
PageGroup is highly active on all of the leading online portals
and is one of the most recognised recruitment brands on
LinkedIn, where we are one of their key global accounts.
We monitor constantly which sites are most successful at
accessing the best candidates, and these differ by geography
and by discipline.
For example, in China we are a major user of WeChat, which
is the social media platform most used by candidates and
clients alike. Our goal is to identify the best candidates through
a broad range of online and offline sources, but then to engage
with them in person. Here the expertise of our consultants in
assessing the personality of a candidate and matching it with
the culture of a client is key.
Q. What have been the challenges with
developing the online platform?
A. We believe it is critical that social media does not
become a distraction for our consultants, and that we
avoid over-engagement with candidates which can quickly
be viewed as intrusive. We therefore seek to be highly
disciplined in our approach to digital communications,
optimising their use and targeting our activity and engagement
where it is most meaningful.
This approach can differ from market-to-market, and particular
sites can rise or fall in popularity very quickly. It is not our
business to place large bets on potential winners, but rather
to ensure an appropriate online presence for the business. In
this way, our digital platform can be sustained as an extremely
powerful tool for the business and a highly efficient way to
promote our brand and expertise to a targeted marketplace.
Q. What benefits are you expecting
from the new Page recruitment system?
A. The benefits from the new operating system are two-
fold. Day-to-day, consultants have a much more efficient
and powerful suite of tools at their fingertips. Searching
for candidates or placing job advertisements across many
channels and job boards can be done in an integrated manner,
speeding up a number of historically manual processes. The
screening and referral tools have also been greatly enhanced,
allowing consultants to rapidly review our database of potential
candidates, and share information and leads across teams
and offices.
For team managers and the business as a whole, there is much
greater management information and analysis available, much
of it in real-time and on a consistent basis. In addition, with
the new cloud-based and modular structure of the system,
maintenance and software upgrades will be significantly simpler
and more cost effective to implement.
Q. do you have a particular temporary/
permanent ratio target for the Group?
A. This is not a ratio we look to manage the business by,
or set particular targets for, as in certain regions the temporary
opportunity is relatively limited. This would include most
countries in Asia and Latin America, principally for cultural
reasons. Having a business which has a good mix of temporary
and permanent is attractive from a diversification perspective,
and can help reduce revenue volatility at certain points in the
cycle. We are therefore very open to market opportunities
wherever they make sound financial and strategic sense,
in both permanent and temporary segments.
Q. What has been the biggest challenge
in 2014?
A. There has been a greater degree of volatility in most regions
than expected, requiring significant management attention and
mobility of resource. With markets not following recognisable
trend patterns, headcount investment which is essential for
future growth requires patience as new consultants get up to
speed. This does lower short-term consultant productivity, and
the business has not benefited from normal market-drivers
such as wage inflation to help offset this.
Ceo’s q&a
2424
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Reaching our candidates:
Our digital platforms
Candidates
In this digital age, communication
channels are ever more diverse and
competition for candidate attention
has intensified.
Disciplined and intelligent use of a
broad range of digital channels, from
our own websites to search engine
presence to social media activity, is
key to generating candidate trust,
ongoing engagement and a strong
online brand.
Websites
Our single biggest source for
candidates, our latest websites,
ensure the very best user experience.
Developed as responsive sites they
ensure that whatever device our
candidates use, they get an optimal
user journey.
Each site offers a range of tools, from
free-text job search, to job alerts, to
social bookmarking to make the user
interaction simple and effective.
In addition, the sites are populated with
rich content to help candidates at every
stage of their career development or in
their job search process.
Social Media
Social media channels vary in their
popularity over time and in different
regions and cultures. PageGroup is
active across all relevant channels,
and monitors the usage by clients
and candidates to ensure the
maximum potential for attracting high
quality candidates.
PageGroup is a strategic partner
account for LinkedIn and is active
in using this tool for long-term
candidate pool sourcing and ongoing
engagement, such as through specialist
discussion groups. In 2014, PageGroup
was ranked as the 7th best-known UK
brand across LinkedIn.
Content
On all channels, engaging and relevant
content is key to building ongoing
relationships with current and future
candidates. We have a dedicated
resource for developing content
and managing discussion groups,
ensuring PageGroup interaction
is kept consistently high in quality
and usefulness.
PageGroup offers insight and advice
to ensure candidates make informed
and decisive career decisions, building
credibility in our brands and trust in our
teams when a candidate enters the job
search process.
2525
digital engagement
Consultants
Our new Page Recruitment System
(PRS) puts a suite of powerful tools in
the hands of our consultants to enable
them to review CVs, share them with
colleagues and interact with online job
boards and CV databases.
Enhanced analytics allows the
business to monitor our online
activities and ROI, to enable the
optimal use of resources.
Global Roll-out
In 2014 the roll-out of the PRS system
commenced and by the end of the year
over 30% of Group fee-earners were
using the system, principally in the UK
and US.
This programme is ongoing with the
substantial majority of the Group
scheduled to be completed by the
end of 2015.
digital engagement
2626
Analytics
Our new Page Recruitment System
(PRS) has a range of management
information tools to allow the individual
consultant, team manager and directors
to monitor a range of metrics, such
as Return on Investment (ROI) from
job boards, or consultant activity. This
enables the business to optimise its
resources and online efforts onto sites
which deliver the highest calibre – rather
than quantity – of candidates.
In addition, the analytics tools have
enhanced our client responsiveness
and quality monitoring, allowing for
a more accurate review of our client
service delivery.
Flexibility
The new PRS system is modular,
increasingly cloud-based and built
on latest-generation technology.
It has been combined with a significant
upgrade of the website architecture
and interfaces, increasing consistency
across the globe. This gives the
greatest flexibility in scaling and
upgrading the system, as well as
lowering ongoing maintenance costs.
The data cleansing and coding exercise
undertaken as part of the PRS upgrade
has delivered an enhanced ability to
review all aspects of a relationship,
whether as client, candidate or both,
through the lifetime of the contact.
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM corporate social responsibility
Being a responsible corporate citizen is not only the right thing to
do, it is good for the long-term health of our business.
We are responsible to our stakeholders
Our people
Our candidates
Our clients
Our suppliers
Our shareholders
The communities
in which we
operate
Society at large
Our obligations to these stakeholders
• To make PageGroup
the best place to work
• To ensure we have
the highest ethical
standards
• To contribute positively
to the communities we
operate in
• To maintain the highest
standards of corporate
governance
• To minimise and
mitigate our
environmental
footprint
s
e
i
r
o
g
e
t
a
c
Workplace
Marketplace
Governance
community
environment
We have identified five categories as being key to our CSR efforts and over time we will look to build metrics and
targets to monitor our performance within each category.
We fulfil our obligations in a
sustainable way
Our organic business model, together with our focus
on team culture and career development, has helped to
develop long-term sustainability within the business. In 2014
we commenced a programme to place our broader CSR
efforts on a more formal and documented basis and with
reference to industry best practice on Environmental Soial
Governance (ESG) principles.
Many of the key elements which make up responsible
management in our business have been firmly in place for
many years.
In 2014 we worked to better codify these existing elements,
to help them be more scalable and have delivered
consistently across our global network.
This categorised our CSR elements into the five elements
of Workplace, Marketplace, Governance, Community and
Environment. Our CEO Steve Ingham, the Executive Board
director responsible for CSR matters, sponsored the new
framework, and the Board has subsequently reviewed the
programme and outputs, which encompass all of the ESG
topical areas relevant for our business. We will look to report
on our progress under these CSR categories in future years.
2727
Corporate social responsibility
Best place to work
The quality and integrity of our people is fundamental to
our reputation, financial success and long-term viability.
That is the bedrock of our team culture and the proposition
we offer to clients and candidates. We are therefore highly
focused on ensuring that our workplace environment, our
employees’ well-being, and their work-life balance are as
good as we can make it.
Indeed, for ten consecutive years we have featured in the
Sunday Times ‘Best 100 Companies to Work For’ and this
year we achieved one of our highest ever rankings, at 41.
This helps to maintain employee commitment to the
business and to increase overall staff retention. We employ
a broad range of initiatives, including getting frequent
feedback as well as taking a regular “temperature check”
through our global employee survey.
The feedback from our Summer 2013 employee
engagement survey was used to define a global employee
value proposition, leading to even greater focus on career
development as well as initiatives to further improve the
work-life balance. These actions have translated both into
greater engagement at all levels and prompted improved
cross-regional working. The next survey is scheduled for
Spring 2015 where we are aiming to improve on our 2013
engagement levels.
We have a diverse cultural and ethnic profile within the
business and a near 50:50 gender mix. Our diversity
programmes, OpenPage and Women@Page, were
recognised in 2014 with four national awards in the
UK. These awards, including the award for Best
Diversity Initiative in the Chartered Institute of Personnel
& Development People Management Awards 2014,
recognised our success in retaining female employees and
for helping women return to work after maternity leave.
Over one-third of employees participated in the “Global
Corporate Challenge 100 Day Journey” for improved health
and well-being. Additional detail on these initiatives, and
our other efforts focused on ensuring a positive workplace,
can be seen on pages 27 to 30, and also in the full 2014
CSR report.
Gender diversity
At 31 December 2014
Board Directors
Senior
Management
5
304
Total employees
2,739
At 31 December 2013
Board Directors
Senior
Management
5
276
Total employees
2,530
%
71
79
49
%
71
79
49
2
77
2,839
2
73
2,600
%
29
21
51
%
29
21
51
Corporate social responsibility
2828
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM corporate social responsibility
Highest ethical standards in
our marketplace engagement
Highest standards of
corporate governance
The Board is collectively responsible for the Group’s financial
and operational performance, as well as promoting the
success and sustainability of the business. The Board
fulfils its responsibilities by directing and supervising the
Company’s strategy and policies.
Set out in the Corporate Governance Report are details
of the activities and improvements made in 2014. These
include further initiatives and training on the anti-bribery
and corruption policy, together with putting in place
actions recommended in the 2013 external board
evaluation process.
This year saw a detailed bottom-up project, reviewing and
measuring the significant risks facing the business, and
putting in place processes to monitor and mitigate them.
These risks are discussed on pages 43 to 46.
Key to the sustainability of our business is our reputation for
integrity. We are mindful that our contact with candidates
is always highly sensitive and often at critical points in their
career. Similarly, we assist clients with finding the right team
to ensure the continuing success of their business. These
are important responsibilities so we demand high ethical
standards and confidentiality from both our consultants and
our suppliers.
We actively seek feedback from clients to help improve
our service. We investigate and respond to any issues
raised with us. We operate an external whistleblowing line
for employees to raise any concerns that they may have.
We achieved our 2014 target of no issues requiring Board
notification, no material regulatory breaches, and no fines.
In 2014 we revised our supplier code of conduct. We are in
the process of incorporating it into our agreements with all of
our key suppliers, as well as putting in place a programme
of efficient procurement.
We have also sought to improve our transparency and
dialogue with all stakeholders and increased engagement
with shareholders. For example, at our well received Investor
Relations event in September, analysts and investors had
the opportunity to meet our regional leadership teams.
2929
Corporate social responsibility
Positive contributions
to communities
Minimise environmental
footprint
As a business based around people, it is essential that
we make a positive impact on the communities where we
operate. We value the powerful influence of volunteering
on our staff’s personal and professional development.
We encourage all employees to actively support charities,
not-for-profit organisations, learning programmes and other
community-based activities.
To facilitate this we enable all staff to take a Corporate Social
Responsibility day annually so that they can volunteer in an
activity that supports the community or a charity. In many
regions this is co-ordinated so that teams or offices together
undertake a specific project. We also assist in community
outreach programmes where we share our expertise in
areas such as CV writing and interview techniques.
PageGroup around the globe has many longstanding charity
commitments, such as our work with Operation Smile in
China or for St Baldrick’s in Hong Kong. We also have year
round charity partnerships. For example, in the UK we have
raised close to £1m for six charities in the last eight years.
To raise funds, our UK employees have climbed peaks,
cycled to Paris or participated in office-based fund raising.
Additionally, PageGroup actively promotes tax-efficient
payroll-based employee donations which we then match.
We are conscious that the day-to-day running of our
business will inevitably have environmental consequences,
particularly in terms of energy consumption and business
travel. We have in place processes to monitor our CO2
emissions from air travel and seek to minimise any
unnecessary journeys. For example, we look to alternative
methods such as video conferencing to assist in the
management of the business wherever possible.
Our operations are office-based. As such, we believe
we have a relatively low impact on the environment in
comparison to many other global businesses. We utilise
rented or serviced offices in all locations and consequently
rely heavily on our landlords for environmentally-friendly
facilities. In 2014 we revised our procedures for determining
the choice of new office space and included defined
environmental criteria. We have also broadened our
programme for collecting GHG emission data which will
provide us with trends and help us target our efforts where
they can make the most difference.
See page 22 for our GHG reporting for 2014.
Corporate social responsibility
3030
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
Developing people and business:
Our international mobility programme
“
Prove your capabilities
and PageGroup will
reward you with a
great career.
“
Aaron Bambrick
Manager, United States
Brisbane > Houston > Calgary
Aaron joined as a graduate in
Brisbane. In 2012, he launched
3 Michael Page technical discipline
teams. In 2014, Aaron relocated to
Houston before recently moving to
Calgary to develop our Calgary and
Alberta operations.
Denis Daniliuc
Executive Manager, Mexico
Lille > Paris > New York >
Brussels > Mexico City
Denis joined PageGroup in Lille in 2004
as a consultant. In 2008 he moved
to New york and then to Brussels to
develop new disciplines. In 2012
Denis moved to Mexico City where
he is Executive Manager for two
technical disciplines.
“
I don’t know many
employers who could give
me the international career
I enjoy at PageGroup.
“
Bruno Negretti
Director, Chile
São Paulo > Santiago
Bruno joined PageGroup in Brazil
in 2011 as Senior Associate, Page
Executive. In 2013, he transferred to
Santiago to launch Page Executive
in Chile and now leads the Financial
Services sector team.
“
PageGroup offers fantastic
opportunities to apply your skills
and abilities in different places
and markets.
“
PageGroup has a proud history of
growing organically over many years,
successfully taking our brand into new
countries and diversifying across
new disciplines.
Moving to new places and accepting
international assignments has become
an intrinsic part of the PageGroup
culture, and what attracts many
consultants to the business.
We have grown our business with
confidence through moving some of
our most talented employees to new
countries and cities where they will
have the most beneficial impact on
the business.
Shown above are examples of six
people who have made significant
international moves during their career
with PageGroup.
Our global ‘Unlock Your Potential’
relocation programme matches an
individual’s ambitions, talents and
skills to the needs of the business
by supporting them to move within
the Group to where we see good
opportunities.
We pride ourselves on ensuring they
and their families are supported through
their move and have every opportunity
to settle quickly in their new location.
3131
International Mobility
“
I have been given great
opportunities while feeling
fully in control of my career.
“
Mathieu Moisan
Director, Sweden
Nantes > Strasbourg > Suzhou >
Stockholm
Mathieu joined PageGroup in 2004 to
launch the Property & Construction
division for Western France. From 2010
he led the Strasbourg office, managing
Eastern France. After relocating to
China to develop new business, Mathieu
is now back in Europe leading our
Nordic business.
Christopher Snow
Managing Consultant, Japan
New York > Tokyo
Chris began his career in 2008 in
Stamford, before moving to New york
where in 2012 he started our audit
contracting business. In 2013 Chris
moved to Japan and now leads the legal
recruitment team in Tokyo.
“
Living and working in another
country is an incredible
experience. you learn and
experience so much.
“
“
My career with PageGroup has
taken me to places and in directions
I never foresaw but which fit my
talents and abilities very well.
“
Esther Roman
Regional HR Director,
Continental Europe & Africa
Madrid > Zurich > Munich > Frankfurt
Esther joined in Spain in 2000 as a
consultant before moving to Zurich to
launch Page Personnel. In 2009 she
opened our Munich office and then
moved to Frankfurt as Director of Training
and Development, Germany and Austria.
Esther is now Regional Human Resources
Director for Continental Europe and Africa.
We also keep track of the skills
and experience of our identified top
talent and look to ensure they have
the breadth of international experience
necessary in order to take senior
leadership roles when these
become available.
We regularly campaign for employees
to move to specific locations where
we are growing our business and
every year we have more than 100
international moves across all regions.
Not everyone is suited to such an
international career and the cultural
and market differences between
regions can be significant. With nearly
30 years of international growth we
have the experience to know who is
likely to be best suited to a particular
market profile.
International Mobility
3232
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM regional perspectives: eMeA
What were the principal issues in 2014?
We steadily improved our gross profit throughout the year, supported by careful and
consistent headcount additions, according to local business needs. We developed our
Page Personnel business in Germany and France in particular, broadening our market
position and footprint. In Southern Europe and the Middle East we outperformed the
competition, having been a consistent participant throughout the downturn, which clients
appreciated. We combined this growth with efforts to operate better and be more
streamlined; this helped us to continue our cost efficiency and drove conversion rates over
the past 24 months from 10% to over 14%.
What are your priorities for 2015?
If the Eurozone outlook worsens, we
might have to rethink our expected growth
trajectory. Otherwise we would hope to
make steady progress, and support the
businesses by investing locally in growing
teams, launching new disciplines and rolling
out the new PRS system across the region.
Having achieved cost efficiencies in 2013-14
and added headcount scale in 2014, in
2015 we will look to talent development
and improve consultant productivity where
market conditions allow.
“Despite an uncertain macro
environment, we added significant
scale in key target areas, while
increasing our conversion rate
from 12.5% to 14.2%.”
olivier lemaitre
regional Managing director
3333
eMea
2014 Highlights
Revenue
Gross profit (net fee income)
Operating profit before exceptional items
Conversion (operating profit/gross profit)
year end staff headcount
Percentage of Group gross profit
2014
2013
£419.7m
£407.0m
£212.0m
£207.8m
£30.1m
£25.9m
14.2%
2,113
40%
12.5%
1,886
40%
Gross profit £m
2014
2013
2012
2011
Headcount
2014
2013
2012
2011
£212.0m
£207.8m
£218.4m
£239.6m
2,113
1,886
29%
Permanent
to temporary
ratio
71 %
22%
40%
Discipline
mix
2,040
18%
2,210
20%
%
Permanent
temporary
2014
71
29
2013
72
28
£m
finance & accounting
Marketing, sales & retail
legal, technology, Hr,
secretarial & Healthcare
engineering, Property &
Construction, Procurement
& supply Chain
2014
83.9
41.4
2013
84.9
35.7
39.1
40.1
47.6
47.1
Record year
for Page
Personnel
in Europe
German growth
accelerating
across the year
Southern Europe
gross profit up
by 21%
Gross profit
records in six
countries
eMea
3434
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM regional perspectives: uK
What were the principal issues in 2014?
In 2014 we were able to capitalise on an improving economic backdrop. Early in the year
we saw the potential and so added fee-earner headcount to put us in the best position as
the market continued to strengthen. As well as looking to achieve market share gains in our
core disciplines, we broadened our offering, with new Page Personnel specialisms of Public
Sector, HR and Property & Construction; and both Engineering Design and Digital in
Michael Page, which were all very well received. We also placed considerable emphasis on
our EVP programme, to ensure we nurtured and retained talent within the business, as our
people are key to our future growth and productivity gains.
What are your priorities for 2015?
We want to continue to develop the
new businesses and ensure we leverage
the investments made in 2014, including
a greater focus on the temporary market.
Part of this will involve driving enhanced
client engagement with the Michael Page
and Page Personnel brands through our new
PRS tools. We will continue to invest in talent
development both through our expanding
Sales Academy and our management
development training.
“We took advantage of the
positive economic backdrop
to drive the business forward
and also achieve an uplift
of 2.6 percentage points in
conversion margin.”
oliver Watson
regional Managing director
3535
united Kingdom
2014 Highlights
Revenue
Gross profit (net fee income)
Operating profit before exceptional items
Conversion (operating profit/gross profit)
year end staff headcount
Percentage of Group gross profit
2014
2013
£325.7m
£298.6m
£138.4m
£124.1m
£24.1m
£18.4m
17.4%
1,441
26%
14.8%
1,319
24%
Gross profit £m
2014
2013
2012
2011
Headcount
2014
2013
2012
2011
£138.4m
30%
£124.1m
£121.4m
£130.0m
Permanent
to temporary
ratio
70%
%
Permanent
temporary
2014
70
30
2013
71
29
1,441
1,319
1,237
1,292
18%
17%
Discipline
mix
44%
22%
£m
finance & accounting
Marketing, sales & retail
legal, technology, Hr,
secretarial & Healthcare
engineering, Property &
Construction, Procurement
& supply Chain
2014
60.5
29.9
2013
53.7
27.4
23.6
22.1
24.4
20.9
Gross profit for
Page Personnel,
up 22%
4 new businesses
launched across
Michael Page and
Page Personnel
Roll-out of PRS
completed by
end of year
Multiple awards
for workplace
environment/
diversity
initiatives
united Kingdom
3636
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM regional perspectives: Asia pacific
What were the principal issues in 2014?
We succeeded in stabilising the business in Australia after the major commodity-led
slowdown which had started in 2013. By the end of the year it was good to see the country
returning to growth, even though we are cautious as to the likely pace of recovery in 2015.
Asia had an exceptional year, with many country records and we made significant market
share gains as well as developing new opportunities. Across Asia we are seeing increasing
demand for professionally qualified candidates, combined with much greater interest from
domestic clients for our services. We also cemented our leading market share in China, and
made further steps in developing our local management team.
What are your priorities for 2015?
We will continue to diversify into
technical disciplines across the region, and
broaden our position in the Asian markets.
There are considerable opportunities to
grow our domestic client base in many
markets, as well as drive productivity gains
as our consultants’ experience and sector
understanding deepens.
“Asia had a record year and we
are consolidating our market-
leading position, including
making inroads into many
domestic markets. Australia is
slowly returning to growth.”
Gary James
regional Managing director
3737
asia Pacific
regional perspectives: Asia pacific
2014 Highlights
Revenue
Gross profit (net fee income)
Operating profit before exceptional items
Conversion (operating profit/gross profit)
year end staff headcount
Percentage of Group gross profit
Gross profit £m
2014
2013
2012
2011
Headcount
2014
2013
2012
2011
£105.5m
£105.8m
£114.9m
£103.4m
1,141
1,111
1,036
971
2014
2013
£193.5m
£189.4m
£105.5m
£105.8m
£20.0m
£19.2m
18.9%
1,141
20%
18.2%
1,111
21%
14%
Permanent
to temporary
ratio
86%
%
Permanent
temporary
2014
86
14
2013
85
15
18%
34%
Discipline
mix
27%
21%
£m
finance & accounting
Marketing, sales & retail
legal, technology, Hr,
secretarial & Healthcare
engineering, Property &
Construction, Procurement
& supply Chain
2014
36.2
21.8
2013
41.2
20.3
28.4
26.5
19.1
17.8
Australia
Record year
of gross
profit growth
for Page
Personnel
Greater China
Approaching
450 people.
Record gross
profit in 20th
anniversary year
in Hong Kong
Japan
Record year with
16% of gross
profit generated
from domestic
companies
Malaysia
Gross profit
CAGR of
96% from
2011-2014
asia Pacific
3838
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM regional perspectives: Americas
What were the principal issues in 2014?
In North America we have made real progress, building out the business against a
backdrop of good economic conditions, especially in the New York financial markets. We have
broadened our geographic footprint and encountered limited competition for our technical
disciplines. Brazil was impacted by the World Cup and Presidential elections dominating client
and candidate attention. We therefore kept our resources flexible, while maintaining a platform
capable of scaling. Outside Brazil, the Latin American marketplace is full of opportunities
and with limited competition. Our focus here has been on better adapting ourselves to client
needs; allocating senior management to accelerating economies; and consolidating our
support teams to facilitate our increasing scale.
What are your priorities for 2015?
In North America we need to build
out our expertise and continue our talent
development to improve retention, which
will help conversion rates. In Latin America,
there are many opportunities to consolidate
our leadership position and further our
relationships at a regional level with leading
multinationals. We can also enhance
productivity with further efficiencies and
benefits from the new PRS operating system.
“We have enjoyed a very
good year in both North and
Latin America, despite the
disruptions in Brazil.”
patrick Hollard
regional Managing director
3939
the americas
2014 Highlights
Revenue
Gross profit (net fee income)
Operating profit before exceptional items
Conversion (operating profit/gross profit)
year end staff headcount
Percentage of Group gross profit
2014
2013
£108.0m
£110.5m
£76.9m
£4.3m
5.6%
883
14%
£76.2m
£4.6m
6.1%
814
15%
Gross profit £m
2014
2013
2012
2011
Headcount
2014
2013
2012
2011
£76.9m
£76.2m
£72.2m
£80.9m
13%
Permanent
to temporary
ratio
87%
%
Permanent
temporary
2014
87
13
2013
86
14
22%
883
40%
786
814
813
Discipline
mix
21%
17%
£m
finance & accounting
Marketing, sales & retail
legal, technology, Hr,
secretarial & Healthcare
engineering, Property &
Construction, Procurement
& supply Chain
2014
30.7
13.3
2013
32.0
12.5
16.2
16.5
16.7
15.2
Peru
Launch of
Peru business
Colombia
Gross profit up
by over 50%
Mexico
Mexico City
headcount
increased 23%
Calgary
New office
in Calgary
The americas
4040
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM risk Management structure
Principal Risks
The Group recognises that the effective management of risk
is important in achieving our Strategic Objectives.
A Group risk review process is in place which identifies both
the risks and the mitigating actions required to ensure that
all risks are controlled to an acceptable level.
The process of risk management is ongoing throughout our
business forming part of our strategy, our business plans
and the delivery of our daily activity.
It is supported by operational risk registers that are
maintained locally at country and process level and
consolidated twice a year with a formal review by the
executive and the Audit Committee on behalf of the Board.
In the intervening periods the risks associated with
changes in either the external environment or as a result
of internal proposals are discussed as part of our ongoing
management reviews, business reviews, and are responded
to accordingly.
We have also established compliance teams within our
Group Information Systems team, who focus on IT risks
and security, together with regional revenue recognition
compliance teams who ensure accurate reporting of our
revenue worldwide.
Our internal audit programme of activity focuses on ensuring
that assurance is provided over the controls that mitigate the
risks identified from this process on an annual cycle.
Our risk and control framework
risk and Control framework
Controls
functions
review
Business reviews /
Internal Control Checklists
Management
Policies and Procedures
revenue Compliance
teams
It security team
risk registers
risk Management /
Group financial Control
audit reports
quarterly updates
Internal audit
Group
executive
Board / audit Committee
Group Governance framework
external auditors
4141
risk Management structure
People development
Attraction and retention
Shift in
business model
Delivery of
operational
efficiencies
strategic
people
risk
categories
Financial
operational
Technology
Key systems vendors
IT Transformation and change
Data Management
PageGroup brands reputation
Fiscal and legal compliance and contracts
Financial management and control
Macro-economic
exposure
Foreign exchange –
translation risk
Our risk management process categorises our principal risks
into Strategic, Financial, People and Operational.
Within this process we assess all risks that could have a
significant impact on the ability of the business to deliver its
short-term plans and medium and long-term strategy.
Specific focus is placed by the Executives and the Board on
Strategic, People and Financial risks. For these we disclose
KPIs we use to monitor the risk impact, and the rewards
and incentives we apply to ensure effective management.
See strategic framework on page 7.
Our operational risks are those that the Executives have
agreed can be managed by our people on a day-to-day
basis. These are included within our risk registers and are
reviewed at the Board on an exceptions basis.
Our risk evaluation includes matters relating to all our
key stakeholders and encompasses considerations of
governance, social, environmental and legal requirements.
the process of risk management
is ongoing throughout our
business forming part of our
strategy, our business plans and
the delivery of our daily activity.
risk Management structure
4242
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM principal risks & uncertainties
financial risks
actions to mitigate risk
Macro-economic exposure
Recruitment activity is driven largely by economic
cycles and the levels of business confidence.
Businesses are less likely to need new hires and
employees are less likely to move jobs when they
do not have confidence in the market so leading
to reduced recruitment activity.
A substantial proportion of the Group’s profit
arises from fees that are contingent upon the
successful placement of a candidate in a
position. If the client cancels the assignment at
any stage in the process, the Group receives
no remuneration.
Foreign exchange – translation risk
The majority of the Group’s operating profit
is derived from operations outside of the UK,
so material changes in the strength of Sterling
against the main functional currencies could
have an adverse effect on the Group’s reported
Sterling profits in the financial statements. The
main functional currencies in addition to Sterling
are the Euro, Australian Dollar, US Dollar, Chinese
Renminbi and Brazilian Real.
strategic risks
Shift in business model
The emergence of new technology platforms
including, for example, social media, may lead to
increased competition and pressure on margins
which may adversely affect the Group’s results if it
is unable to respond effectively.
• We have diversified our business by
• We continue to balance our permanent
expanding geographically, by increasing
the number of disciplines we support, and
by establishing three brands to address
the different levels of the recruitment
market: the clerical professional sector;
the qualified professional market; and the
executive search sector.
• Our strategy recognises large high
potential markets in which we operate,
principally Germany, Greater China, Latin
America, South East Asia and the US,
where we believe it is appropriate to
continue to invest through the economic
cycles for the long-term. This investment is
principally in our people in these areas and
can be offset by balancing against costs
in other regions where we seek to drive
further efficiencies.
and temporary staff in line with the ratio of
our permanent to temporary business in
each of the markets in which we operate.
The temporary business tends to be more
resilient in times of economic downturn.
• We maintain a relatively low fixed cost
base which allows the Group to scale up
and down according to the economic
environment. Our information systems
model is service based and we have
centralised support activities at a Group
and Regional level to ensure we benefit
from the efficiency of scale and standard
processes where possible.
• The Group does not actively attempt to
hedge the exposure from translation risk
as this is a reporting risk only and not an
operational risk.
• Note 21 of the financial statements
includes a sensitivity analysis showing the
effect of a 10% strengthening of Sterling
against other key currencies.
• The Group does not have material
exposure to foreign denominated
monetary assets and liabilities.
• We actively monitor developments in
new technologies and their use in the
recruitment sector, and we have a
pro-active social media strategy.
• We partner with the large providers, such
as LinkedIn and Facebook, to ensure that
we use this form of media to enhance our
value to clients. All consultants are trained
in utilising the benefits of social media in
their day-to-day activity.
• Our highly trained and often specialised
consultants maintain an extensive qualified
candidate database which we use to
resource for our clients at an overall cost
that they cannot match.
Delivery of operational efficiencies
As our business grows we may be unable to
support our front end activities in an efficient
and effective manner.
• Our systems strategy will ensure IT is
delivered on a service model managed
by a Global IT capability which not only
ensures an efficient service provision but
one which is highly resilient and scalable.
• Our back office support activity covering
IT, Finance, HR and Marketing will be
provided via shared service centres to
ensure we maximise our opportunities
for process standardisation and gain the
benefits of scale.
4343
Principal risks & uncertainties
People
People development
The Group’s strategy of organic growth, with
nearly all senior operational positions being filled
from within, relies on its ability to develop high
performing individuals.
actions to mitigate risk
• We have a well established appraisal
process applied throughout the
organisation which reviews performance
against objectives supported by personal
development plans.
• We make significant investments in
employees’ training and development
across the organisation including the
opportunity for international career
development supported by a global
mobility policy. Training is aligned at the
consultant level set at a high standard
and is both broad based and individually
focused with a ‘9 step’ modular
programme to support leaders as they
develop through the Group.
• Key high performing individuals are
identified and have progression plans
recognising their specific needs at
different stages of their development.
• We have a strong focus on succession
planning at all levels of the business with
particular focus on the development of
high performing individuals identified as
future team leaders.
• We continue to have a strategy of filling
senior operational positions from within
which is a key part of our retention
strategy. Our employees observe
high performers being rewarded with
promotion and know that the Group
provides sustainable career opportunities.
Attraction and retention
The failure to attract and retain employees with
the right skill set, particularly the resignation of key
individuals, and may adversely affect the Group’s
operational performance and financial results.
• The Group targets its recruitment
• We make awards of share options
process to attract and employ high
quality individuals. We make best use
of technology with a best-in-class
approach applied across all our
operating businesses.
linked to the Group’s financial performance
to key senior employees. This provides
a long-term retention incentive and
aligns their motivations with those of
our shareholders.
• We are committed to a competitive
pay and benefits structure and use
benchmarking to ensure we remain
competitive. We incorporate a
performance-led culture with bonus
representing a proportion of pay.
This bonus structure is based on
team profitability which has been
shown to encourage the retention
of high-performing individuals even in
economic downturns.
• The Group employment contracts
contain protection in the event of an
employee leaving which at our senior
level usually contain notice periods and
provisions relating to confidentiality and
non-solicitation.
• We have a strong sense of pride in
everything we do with a firm belief in
teamwork being core to the Group culture.
This drives determination to succeed both
individually and as a team, increasing the
motivation of our staff and making their
careers more rewarding.
The Board’s view of direction
of travel of gross risk:
Similar to prior year
Lower than prior year
Increased since prior year
A new risk or disclosure that has been
added this year
Principal risks & uncertainties
4444
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM principal risks & uncertainties
operational risks
Technology
Our systems are an integral part of our
operations. Loss of systems capability would
have a high impact on our performance
impacting the quality of service we provide to
clients and candidates and our ability to deliver
our financial performance.
actions to mitigate risk
• Our core operating systems are regionally
based, reducing the impact of any one
incident to a single region. Within regions
we have developed highly resilient IT
operations environments.
• We have in place disaster recovery plans
for each of our services at global and
regional levels which provide a level of
service agreed with the business in the
event of a disaster.
• We have a dedicated security team
• We are in the process of migrating our
who ensure our systems are protected
from unauthorised access. This includes
ensuring appropriate multi-layered
protection at network and local levels
and regular monitoring and testing of
our capabilities.
services to a cloud-based infrastructure
which will further enhance resilience and
our disaster recovery capabilities.
Key systems vendors
Our move to the delivery of IT as a flexible service
increases our reliance on third party vendors for
service delivery. Should one of these vendors fail
we are at risk of a service disruption.
• We select vendors through a robust
• We have in place service delivery
vendor selection process which ensures
those chosen have the ongoing capability
to support our business requirements
effectively. This is reviewed and managed
on an ongoing basis through the services
delivery team.
contracts with our key vendors which
include levels of resilience appropriate to
the nature of our business.
IT Transformation and change
The Group is in the process of implementing a
new suite of IT applications. This has now been
successfully completed for the US and the UK
and we have a plan to roll-out to the rest of the
Group. We have a working application suitable
for our business which will deliver benefits on a
global basis. There are still some residual risks
around timing.
• This project is reviewed regularly by both
the Board and the executive committee
to ensure that it is on target. The roll-out
will continue in stages so that there is
limited interruption to the business. Any
issues that arise during an individual
implementation will be resolved at
that location before it is implemented
elsewhere. The plan includes a significant
investment in staff training.
• We have established a dedicated Group
Program Management Office which
co-ordinates the delivery of Group-
wide projects and ensures appropriate
prioritisation of activity through regular
reporting into regional and Group
executive meetings.
Data management
Confidential, sensitive and personal data is held
across the Group. Failure to secure and handle
this data properly could expose the Group to
loss of business, financial penalties and/or
reputational damage.
• The Board reviews data security on a
regular basis and receives updates on the
status of our security activity and statistics
on attempted data breaches, both internal
and external.
• We have comprehensive data protection
policies and procedures in place for the
management of confidential, sensitive and
personal data.
• Security vulnerability is assessed as
part of our IT security strategy and the
remediation of identified risks and alerts
is tracked. Regular security assurance
checks take place across all regions
and penetration testing is undertaken by
specialist third parties.
4545
Principal risks & uncertainties
operational risks
PageGroup brands’ reputation
Our brands are material assets of the Group
and maintaining their reputation is key to
continued success.
In the short-term any event that could cause
reputational damage is a risk to the Group,
such as a failure to comply with legislation, or
other regulatory requirements, or confidential
data lost or stolen. Use of new social media
network sites has increased the speed of
communication and the reach, increasing the
impact of an incident.
In the medium to longer term, a lack of
awareness of the Group brands, or a
deterioration in the quality of service we provide
to both clients and candidates, could have a
significant impact.
actions to mitigate risk
• We have a process to identify risks,
allocate owners and monitor actions
with the Internal Audit function providing
assurance over key risks. Our corporate
governance framework includes a
review of internal controls. We have
comprehensive policies for key areas
including social media, data protection
and information security.
• We actively monitor media to identify
where there are unusually high references
to the PageGroup, Michael Page, Page
Personnel and Page Executive names.
We have a clear escalation/reporting path
so that any potential incidents can be
managed effectively.
• We are supported by external advisors
who provide ongoing advice on the
protection and management of our brand.
• Our marketing strategy recognises the
need to engage with candidates and
clients using the latest media available in a
way that reflects changing behaviours.
• We train our consultants to effectively use
new media making the channels available
to them as part of their day-to-day activity.
Fiscal and legal compliance and contracts
The Group operates in a large number of legal
jurisdictions that have varying legal, tax and
compliance requirements. Any non-compliance
with client contract requirements and legislation
or regulatory requirements could have an adverse
effect on the Group’s brands or financial results.
• The Company Secretary and local legal
and compliance teams are advised by
leading external advisers, as required,
in regard to changes in legislation that
affect the Group’s business, including
employment, legislation, tax and
corporate governance.
• Our staff receive induction training
and regular updates regarding the
Group’s policies and procedures and
compliance with relevant legislation
covering for example, discrimination
legislation, anti-bribery and corruption
and pre-employment checks.
• The Group has a central tax and treasury
function, which manages the Group’s cash
position and tax compliance. This team is
currently being strengthened.
• The Group holds all normal business
insurance cover including employers’
liability, public liability and professional
indemnity insurance.
• Contracts include clauses to ensure the
Group’s rights are protected.
Financial management and control
Failure to maintain adequate financial and
management processes and controls could lead
to poor quality management decisions, resulting
in the Group not achieving its financial targets or
in errors in the Group’s financial reporting.
New Group Disclosure
• The Group has financial policies and
procedures that support effective
financial management and financial
control and reporting.
• The Finance structure mirrors and
supports the local, regional and Group
management structure.
• Monthly management information is
produced and reconciled which facilitates
regular performance reviews.
• There are compliance teams located in
each region which ensure revenues are
appropriately recognised.
Principal risks & uncertainties
4646
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM review of the Year
Change
CER*
9.9%
10.0%
23.8%
Financial summary
2014
2013
Change
Revenue
Gross profit
Operating profit before exceptional items **
Profit before tax before exceptional items
Basic earnings per share before exceptional items
Diluted earnings per share before exceptional items
Operating profit after exceptional items
Profit before tax after exceptional items
Basic earnings per share
Diluted earnings per share
£1,046.9m
£1,005.5m
£532.8m
£513.9m
£78.5m
£78.4m
18.4p
18.2p
£80.1m
£80.4m
19.3p
19.1p
£68.2m
£67.1m
15.1p
14.9p
£65.7m
£64.1m
13.8p
13.7p
Total dividend per share
11.0p
10.5p
4.1%
3.7%
15.1%
21.9%
22.1%
*Constant Exchange Rates (CER)
** Exceptional charge in 2013 of £2.5m as a result of a transfer pricing audit in France, resulting in increased payment of profit share to employees. Confirmation was
received from the French tax authorities in 2014 that no adjustments were required from 2010, so the related part of the provision of £1.6m was released (Note 5).
The Group’s revenue for the twelve months ended
31 December 2014 increased 4.1% to £1,046.9m (2013:
£1,005.5m) and gross profit increased 3.7% to £532.8m
(2013: £513.9m). At constant exchange rates, the Group’s
revenue increased 9.9% and gross profit by 10.0%.
The Group’s revenue mix between permanent and
temporary placements was 40:60 (2013: 40:60) and
for gross profit was 76:24 (2013: 76:24). Revenue from
Perm/Temp
gross profit
Permanent
Temporary
Total Gross Profit
Ratio (Perm/Temp)
2014 (£m)
2013 (£m)
406.1
126.7
532.8
76:24
392.2
121.7
513.9
76:24
temporary placements comprises the salaries of those
placed, together with the margin charged. This margin
on temporary placements decreased slightly to 20.1%
(2013: 20.2%) in 2014. Overall, pricing has remained
relatively stable across all regions, although a stronger
pricing environment has been experienced in markets and
disciplines where there have been increased instances of
candidate shortages.
We have seen strong growth from our Large, High Potential
Markets category, with gross profit up 14.2% in constant
currency, a record performance from the category as a
whole. Four of the five markets had individual gross profit
records, while Germany delivered record gross profit from
temporary recruitment and headcount, in line with the nature
of our investment.
35% of new fee-earner headcount was invested in these
markets, bringing them to a record level of 1,423 for the
category. Total Group headcount increased by 448 in the
year, up 8.7% to 5,578. This comprised a net increase of
468 fee earners (+12.3%) and a reduction of 20 operational
support staff, reflecting the continued strong focus on
operational efficiency.
4747
review of the Year
Group quarterly Headcount and Gross Profit
d
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4
Q4Q3Q2Q1
2002
Q4Q3Q2Q1
2003
Q4Q3Q2Q1
2004
Q4Q3Q2Q1
2005
Q4Q3Q2Q1
2006
Q4Q3Q2Q1
2007
Q4Q3Q2Q1
2008
Q4Q3Q2Q1
2009
Q4Q3Q2Q1
2010
Q4Q3Q2Q1
2011
Q1
Q4Q3Q2
2012
Q4Q3Q2Q1
2013
Q4Q3Q2Q1
2014
6000
4500
3000
H
e
a
d
c
o
u
n
t
1500
0
As a result, our fee earner: support ratio was 77:23, also
a record for the Group. In total, administrative expenses
increased 1.9% to £454.4m (2013: £445.7m). The Group’s
operating profit from trading activities totalled £78.5m
(2013: £68.2m), an increase of 23.8% at constant rates,
although the growth was lower at 15.1% in reported rates.
The Group’s conversion rate of gross profit to operating
profit from trading activities improved 1.4 percentage points
to 14.7% (2013: 13.3%). This reflected a combination of
steadily improving conditions in a number of markets,
offset in part by more challenging conditions in some
of the Group’s larger individual markets such as Brazil
and Australia.
Regional Reviews
Gross profit
Year-on-year
EMEA
UK
Asia Pacific
Americas
Total
Reported (£m)
Constant
% of Group
40%
26%
20%
14%
100%
2014
212.0
138.4
105.5
76.9
532.8
2013
207.8
124.1
105.8
76.2
513.9
%
2.1%
11.5%
(0.3%)
0.8%
3.7%
%
8.6%
11.5%
9.4%
13.2%
10.0%
review of the Year
4848
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
review of the Year
Europe, Middle East and Africa (EMEA)
EMEA
Gross profit (£m)
Growth rates
(40% of Group in 2014)
FY 2014
FY 2013
Reported
212.0
207.8
2.1%
(CER)
8.6%
Market Presence
Performance
EMEA is the Group’s largest region, contributing 40%
of the Group’s gross profit in the year. With operations
in 19 countries, PageGroup has a strong presence in
the majority of EMEA markets, and is the clear leader in
specialist permanent recruitment in the two largest, France
and Germany. Across the region, permanent placements
accounted for 71% and temporary placements 29% of
gross profit.
In 2014, the EMEA region experienced mixed market
conditions, but saw improved momentum in the second
half. Revenue in the region increased 3% to £420m (2013:
£407m) and gross profit increased 2% to £212m (2013:
£208m). The region suffered from adverse foreign exchange
movements that reduced revenue and gross profit by £25m
and £13m respectively. In constant currency, revenue
increased 9% on 2013 and gross profit increased by 9%.
The region comprises a number of large, proven markets,
such as France, Spain, Italy and the Netherlands, across
which there is a broad range of competition. EMEA also
includes one of the Group’s Large, High Potential Markets,
Germany, which has low penetration rates and significant
growth potential, particularly in temporary recruitment. In
addition, there are a number of markets such as Poland,
Turkey and Africa that are less developed, with limited
competition, but are increasingly looking for professional
recruitment services. The Middle East, where PageGroup is
the largest international recruiter, has some of the Group’s
highest conversion rates.
Our largest businesses in France and Germany, together
representing 49% of the region by gross profit, grew 6%
and 11% respectively for the full year in constant currency.
Each saw strong growth in their Page Personnel businesses,
offset by more challenging trading conditions in Michael
Page, which focuses on higher salary and predominantly
permanent placements. Overall, 14 countries, representing
over 85% of the region, grew in constant currency
compared to 2013.
The 16% increase in operating profit for 2014 to £30.1m
(2013: £25.9m), and improvement in the conversion rate to
14.2% (2013: 12.5%) were due to a full year impact of the
cost savings achieved in 2013.
Headcount across the region increased by 227 (12%)
to 2,113 at the end of December 2014 (1,886 at
31 December 2013). The majority of the increase was
fee earners as the business added headcount, particularly
in Page Personnel in France and Germany, primarily
focused on temporary recruitment.
4949
review of the Year
United Kingdom
UK
Gross profit (£m)
Growth rates
(26% of Group in FY 2014)
FY 2014
FY 2013
Reported
138.4
124.1
11.5%
Market Presence
Performance
The UK represented 26% of the Group’s gross profit in
2014 and is the Group’s largest single market, operating
from 28 offices in all major cities. It is a mature, highly
competitive and sophisticated market with the majority of
vacant positions being outsourced to recruitment firms.
PageGroup has a leading market presence in permanent
recruitment across the UK, and a growing presence in
temporary recruitment. In the UK, permanent placements
accounted for 70% and temporary placements 30% of
gross profit.
In the UK, the Group operates under the 3 brands of
Michael Page, Page Personnel and Page Executive with
representation in 13 specialist disciplines via the Michael
Page brand. There is significant opportunity to roll out new
discipline businesses under the lower-level Page Personnel
brand, which now represents 19% of UK gross profit. The
Michael Page business has limited competition of any scale,
particularly in regional centres, and is growing its market
share, particularly in technical disciplines.
The UK business enjoyed steady growth through the
year and saw signs of greater client confidence both in
London and the regions. Instances of candidate shortages
particularly in certain technical disciplines increased, but are
still principally at the lower salary levels. Revenue of £326m
(2013: £299m), and gross profit of £138m (2013: £124m)
were up 9% and 12% respectively, reflecting continued
progress in the business as the UK recovery maintained its
steady momentum.
UK disciplines such as Property & Construction (+40%),
HR (+35%) and Finance & Accounting (+14%) performed
strongly. Other disciplines, whilst positive, grew less strongly,
with Retail up 3% and Sales up 5%. Michael Page was
up 9% while Page Personnel was up 22% for the full year,
reflecting stronger activity in temporary and permanent
recruitment at the professional clerical level, as well as the
roll-out of new disciplines. These improvements in market
conditions enabled operating profit in the UK to increase
31% to £24.1m (2013: £18.4m) and the conversion rate
increased to 17.4% (2013: 14.8%).
Headcount rose 9% during the year to 1,441 at the end
of December 2014 (2013: 1,319). Headcount was added
selectively to strongly performing disciplines and newly
launched Page Personnel disciplines such as HR and
Property & Construction, while other discipline businesses
were also able to achieve consultant productivity gains.
review of the Year
5050
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
review of the Year
Asia Pacific
Asia Pacific
Gross profit (£m)
Growth rates
(20% of Group in FY 2014)
FY 2014
FY 2013
Reported
105.5
105.8
(0.3%)
(CER)
9.4%
Market Presence
Performance
Asia Pacific represented 20% of the Group’s gross
profit in 2014, with 67% of the region being Asia and
33% Australasia. Other than in the financial centres of
Tokyo, Singapore and Hong Kong, the Asian market
is generally very under-developed, but offers highly
attractive opportunities in both international and domestic
marketplaces at good conversion rates. Two of our Large,
High Potential Markets, South East Asia and Greater China,
are in this region. With a highly experienced management
team, a network of 16 offices, approaching 750 staff and
limited competition, the size of the Asian opportunity
is huge.
Australasia is a mature, well-developed and highly
competitive recruitment market. PageGroup has a
meaningful presence in permanent recruitment in the
majority of the professional disciplines and major cities in
Australia, and New Zealand. Page Personnel has a growing
presence and significant potential to expand this business
and grow market share. Across the Asia Pacific region,
permanent placements accounted for 86% and temporary
placements 14% of gross profit.
In Asia Pacific, revenues rose 2% to £193m (2013: £189m)
while gross profit was constant at £106m (2013: £106m).
With the region being impacted significantly by foreign
exchange translation that reduced revenue and gross profit
by £21m and £10m respectively, in constant currency,
revenue increased 13% and gross profit increased by 9%.
Asia enjoyed stronger trading conditions than Australasia
and also benefited from the increasing experience and
maturity of our local consultants. This helped Greater China
to achieve Gross Profit growth of 22% in constant currency,
despite growth slowing in the second half of the year. This
was most notable in Hong Kong which was impacted
by protestors over a 10 week period late in the year. All
markets in South East Asia achieved gross profit growth in
constant currency with the exception of Singapore which
declined by 3%. In Australia, gross profit was down 3% in
constant currency. However, the Australian market stabilised
progressively as the rate of decline slowed during the year,
albeit against softer comparators, and turned positive in Q4.
Operating profit rose 4% to £20.0m (2013: £19.2m), and
was up 16% in constant currency resulting in an increase
in the conversion rate to 18.9% (2013: 18.2%). Headcount
across the region rose by 30 (3%) in the year, ending at
1,141 at the 31 December 2014 (1,111 at 31 December
2013), with an increase in Asia partially offset by a modest
reduction in Australia.
5151
review of the Year
The Americas
Americas
Gross profit (£m)
Growth rates
(14% of Group in FY 2014)
FY 2014
FY 2013
Reported
(CER)
76.9
76.2
0.8%
13.2%
Market Presence
Performance
The Americas represented 14% of the Group’s gross profit
in 2014, being North America and Canada (44% of region)
and Latin America (56% of region). Both the US and Latin
America are considered to be Large, High Potential Markets
in our growth strategy.
The US, where we have 9 offices, has a well-developed
recruitment industry, but in many disciplines, especially
technical, there is limited national competition of any scale.
PageGroup’s breadth of professional specialisms and
geographic reach is uncommon and provides a competitive
advantage.
Latin America is a very under-developed region, where
PageGroup enjoys the leading market position with around
550 employees in 6 countries and 20 offices. There are few
international competitors and none with any regional scale.
Across the region, permanent placements accounted for
87% and temporary placements 13% of gross profit.
Americas’ revenue decreased 2% to £108m (2013: £111m)
while gross profit improved 1% to £77m (2013: £76m),
as the region suffered from significant adverse foreign
exchange movements that reduced revenue and gross
profit by £12m and £10m respectively. In constant currency,
revenue increased 9% and gross profit increased by 13%.
In North America, our businesses performed well, with gross
profit up 22% in constant currency. This reflected continued
strong market conditions and high levels of activity,
particularly in the New York-focused financial services
disciplines. Our Canadian business performed strongly and
we opened a third Canadian office in Calgary in July.
In Latin America, gross profit was up 8% year-on-year
in constant currency. Brazil experienced mixed market
conditions, starting the year positively, before being
impacted by the World Cup in June and elections in
October, both of which disrupted business activity and
delayed decision making. As a consequence, gross profit in
Brazil declined in constant currency, albeit by only by 1%.
Excluding Brazil, the other countries in the region (41% of
Latin America) performed very strongly, up 22%, with record
performances from Mexico, Argentina, Chile and Colombia.
A new business was launched in Lima, making Peru our
sixth country in the Latin American region.
Operating profit fell to £4.3m (2013: £4.6m), with a
conversion rate of 5.6% (2013: 6.1%). Headcount increased
modestly by 69 (8%) in 2014 to 883 at the end of December
2014 (814 at 31 December 2013) split equally between the
US and Latin America, outside of Brazil.
review of the Year
5252
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
review of the Year
Operating profit and conversion rates
The Group’s organic growth model and profit-based
team bonus structure ensures cost control remains tight.
Approximately 75% of costs were employee related,
including wages, bonuses, share-based long-term
incentives, cars and other benefits, training and relocation
costs. These costs totalled £340.0m (2013: £335.9m),
and included the annual inflationary salary increase which
averaged 3% across the Group, and £5.8m of share-based
payment charges (2013: £6.8m).
Other costs comprised principally information technology
and property costs, which together totalled £114.4m
(2013: £109.8m), up 11% in constant currency. Within this,
property costs were flat in constant currency, with other
costs, being technology and office expenditure, up 19% to
£67m. This was driven by the increase in headcount, as well
as the first full year charge for our technology programme,
which increased amortisation by £3.5m. Total amortisation,
which is almost entirely software-related was £10m, and
depreciation was £7.9m. Together our depreciation and
amortisation was flat on last year.
The conversion rate for the Large, High Potential Markets
category was 12.7%, which was 2 percentage points
lower than the rest of the Group of 14.7%. This was due
to a combination of the headcount investment, which
meant that a greater proportion of fee earners were new
to the business, and these markets being less penetrated,
requiring greater business development efforts than in more
mature markets.
Conversion rates improved in our more established regions:
EMEA performed well, increasing from 12.5% to 14.2% and
UK was up strongly from 14.8% to 17.4%. Within our two
less developed regions, Asia Pacific increased from 18.2%
to 18.9%, while the Americas fell slightly, from 6.1% to
5.6%, impacted by difficult trading conditions in Brazil and
headcount investment into the US.
The Group was affected by the impact of movements in
foreign exchange rates, as Sterling strengthened against
almost all currencies in which the Group operates. This
reduced the Group’s revenue, gross profit and operating
profit when expressed in Sterling by £58m, £33m and
£6m, respectively.
The Group is currently undertaking a significant technology
upgrade including the development and roll-out of its new
PRS, new responsive websites and related infrastructure
improvements. This roll-out accelerated through the year
and achieved its target of one third of the Group’s consultant
network fully migrated onto PRS by the end of the year,
principally being the businesses in the UK and the US.
A net interest income of £0.3m reflects the continuing low
interest rate environment, with £0.5m of interest income
on cash balances held through the year, offset by financial
charges related to the Group’s Invoice Discounting Facility
and overdrafts used to support local operations and
£0.3m of exceptional interest in relation to the reversal of a
provision (Note 5).
In total, administrative expenses increased 1.9% to £454.4m
(2013: £445.7m) reflecting the increase in costs as detailed
above, offset by cost benefits of £6.6m from the consistency
and efficiency exercise undertaken in 2013. The combination
of slowly improving market conditions and the ongoing
focus on cost control resulted in operating profit before
exceptional items of £78.5m (2013: £68.2m) an increase of
15.1% in reported rates and 23.8% in constant currencies.
Depreciation and amortisation for the year totalled £17.9m
(2013: £17.5m). This included amortisation relating to PRS
of £8.8m (2013: £5.4m), an increase of £3.5m on 2013,
due principally to a full year charge compared to eight
months in 2013.
The Group’s conversion rate for the period of 14.7% (2013:
13.3%) was a good improvement on 2013, as it was
achieved alongside the Group’s investment programme,
focused in particular on its identified Large, High Potential
Markets, despite the tough market conditions faced in a
number of the Group’s core markets.
Earnings per share and dividends
In 2014, basic earnings per share before exceptional items
increased 21.9% to 18.4p (2013: 15.1p), reflecting the
improved business performance and a lower effective tax
rate as a result of a number of one-off items as described
in the taxation section below. Diluted earnings per share,
before exceptional items, which takes into account the
dilutive effect of share options, was 18.2p (2013: 14.9p).
After exceptional items, basic earnings per share rose
39.9% to 19.3p (2013: 13.8p) and diluted earnings per
share was 19.1p (2013: 13.7p).
The Group’s strategy is to pay dividends to shareholders
at a level that the Board believes is sustainable through
economic cycles, while maintaining a strong balance sheet
to support the required investment in the growth and
development of the Group. In line with the improved growth
rates and increase in operating profits, a final dividend of
7.58p (2013: 7.25p) per ordinary share is proposed.
5353
review of the Year
When taken together with the interim dividend of 3.42p
(2013: 3.25p) per ordinary share, this would imply an
increase in the total dividend for the year by 4.8% over 2013
to 11p per ordinary share.
The proposed final dividend, which amounts to £23.2m, will
be paid on 22 June 2015 to shareholders on the register
as at 22 May 2015, subject to shareholder approval at the
Annual General Meeting on 4 June.
Cash Flow and Balance Sheet
Cash flow in the year was strong, with £88.1m (2013:
£78.5m) generated from underlying operations. The closing
net cash balance was £90.0m at 31 December 2014, an
increase of £4.6m on the prior year. The movements in the
Group’s cash flow in 2014 reflected increased activity in a
number of the Group’s markets as the year progressed. The
increase of 4.1% in the Group’s revenue drove a £15.4m
increase in working capital, principally in the temporary
placement business. This comprised an increase of £22.2m
in receivables (2013: £8.5m increase), as well as an increase
in payables of £6.8m (2013: £4.8m decrease), reflecting
stronger growth in the last months of the year where
invoices have yet to be submitted or are pending payment.
The Group has a £50m invoice financing arrangement and
a £10m committed overdraft facility to facilitate cash flows
across its operations and ensure rapid access to funds
should they be required, but neither of these were in use at
the year end.
2014 cash flow waterfall
14.2
15.5
1.1
1.1
18.7
103.5
103.5
14.8
11.4
11.9
21.5
200
175
200
175
150
150
125
£m
125
100
100
75
75
50
50
85.4
85.4
Income tax paid in the year was £15.4m (2013: £24.4m)
reflecting the lower effective rate of tax in the prior year,
with capital expenditure £0.6m lower in 2014 at £12.7m
(2013: £13.3m). Our capital expenditure is split broadly
equally between headcount related expenditure, such
as office accommodation and infrastructure, and the
development and maintenance of our IT systems. Spending
on software development increased to £6.5m (2013: £4.8m)
as the Group’s new operating system moved into roll-out
phase during the year, offset by a reduction in leasehold
improvements expenditure.
Dividend payments were up on the prior year at £32.7m
(2013: £30.8m) as a result of the 5.2% increase in the
interim dividend to 3.42p. However, the main differences in
cash flow arose from the purchase and issuance of shares
related to share awards. In 2014, only £4.0m was received
by the Group from the exercise of options compared to
£14.4m received in 2013, reflecting a significantly lower
number of options exercised in the year. In addition, in 2014,
£25.4m of cash (2013: £nil) was used to purchase shares
to satisfy future employee share awards, as the business
moved fully to a market-purchase share scheme.
The most significant item in our balance sheet was trade
receivables which amounted to £156.1m at 31 December
2014 (2013: £146.7m), comprising permanent fees invoiced
in the final quarter of the year, and salaries and fees invoiced
in the temporary placement business, but not yet paid.
Days sales in debtors at 31 December 2014 were 45 days
(2013: 47 days), reflecting continued strong credit control.
21.4
32.7
32.7
1.5
1.5
90.0
90.0
25
25
Dec 2013
Dec 2013
EBITDA
EBITDA Working
Capital
Working
Capital
Exceptional
item
Exceptional
item
Tax and net
interest
Net
Capex
Tax and
net
interest
Cash
Increase
Decrease
Cash
Increase
Decrease
Net
Net option
Capex
exercises /
EBT
purchases
Net option
Dividends
exercises /
Paid
EBT
purchases
Exchange
Dividends
Exchange Dec 2014
Paid
Dec 2014
review of the Year
5454
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM review of the Year
For 2014, the underlying tax rate, excluding one off items
but including the effects of share options, was 33.2%
(2013: 35.0%). The reduction of 1.8% over 2013 was
predominantly due to greater profits from territories with
lower tax rates, such as the UK where the corporation tax
rate has fallen from 23.25% to 21.5%. In addition to the
movement in the underlying rate, the effective tax rate in
2014 was affected by a number of one off factors which
resulted in the effective tax rate being 7% lower than the
underlying rate. These were: recognition of US tax losses
and deferred tax on US share plans of 3.1%; a deduction
in China of 2.2% for costs incurred in previous periods and
utilisation of unrecognised losses; and part reversal of last
year’s exceptional item of 1.7%.
Share Options and Share Repurchases
At the beginning of 2014, the Group had 21.8m share
options outstanding, of which 7.9m had vested, but had not
been exercised. During the year, options were granted over
4.9m shares under the Group’s share option plans. Options
were exercised over 1.2m shares, generating £4.0m in cash,
and options lapsed over 1.4m shares. At the end of 2014,
options remained outstanding over 24.1m shares, of which
7.7m had vested, but had not been exercised. During 2014,
the Group’s Employee Benefit Trust purchased 5.5m shares
at a cost of £25.4m to satisfy future employee share plan
awards (2013: £nil). No shares were repurchased by the
Company or cancelled during the year (2013: nil).
Approved by the Board on 10 March 2015 and signed on its
behalf by
Steve Ingham
Chief Executive Officer
Foreign Exchange
Foreign exchange had a substantial impact on results for
the year, causing a decrease in gross profit of £33m, in
administrative expenses of £27m and therefore in operating
profit of £6m. This impact was felt globally, with the largest
being in EMEA, where gross profit was reduced by £13m.
The impact has continued in 2015. If the 2014 results were
restated at February 2015 exchange rates this would reduce
gross profit by a further £21m and operating profit by a
further £4m.
Exceptional items
In October 2013, Page Personnel France (PPF) received
notice from the Competent Authorities of the UK and France
of their decision regarding a transfer pricing case that had
arisen as a result of a tax audit in March 2008. The decision,
which was unexpected, increased the profit generated
by PPF, which, as per the mandatory profit share or
“participation aux résultats de l’entreprise” that is particular
to France, drove a requirement to pay increased employee
profit share, both to employees of PPF and also to the
temporary workers placed by that company. As a result,
the Group took in 2013 an exceptional charge of £2.5m
relating to prior periods, and £0.6m that was included within
operating profits from trading activities.
In December 2014, PPF received notice from the French
tax authorities that they would not be seeking to make
any further transfer pricing adjustments as a result of their
audit of the tax years 2011 and 2012. In addition, as no
assessment was raised within the statutory timeframe, there
will be no adjustment for the 2010 tax year. Accordingly, in
2014, the Group has recorded £1.6m relating to the reversal
of amounts that were previously provided as an exceptional
charge and a further £0.6m that is included within operating
profit. There is also a reversal of £0.3m of exceptional
interest and £0.8m of income tax relating to this
exceptional item.
Taxation
Tax on profit was £21.0m (2013: £21.5m). This represented
an effective tax rate of 26.2% after exceptional items (2013:
33.5%). Before exceptional items the Group’s effective tax
rate was 27.9% (2013: 30.9%). The rate is higher than the
effective UK Corporation Tax rate for the year of 21.5%
(2013: 23.25%) due to profits and disallowable items of
expenditure being generated in countries where corporation
tax rates are higher than in the UK.
555555
review of the Year
chairman’s Introduction to
corporate Governance
During 2014 the Board again considered its own
composition. We were delighted to appoint Kelvin Stagg
as Chief Financial Officer in June. Kelvin had been
Acting Chief Financial Officer for eight months prior
to this appointment. Before that Kelvin was the
Group’s Financial Controller. He brings a wealth of
experience to his new role and is already making
valuable contributions.
Tim Miller retired from the Board in August 2014
having given the Company excellent service for the
previous nine years. The Board is very grateful to Tim
for his contribution.
We continue to seek to add to your Board people who have
the character, skills and experience the business requires.
Also, given the geographic and gender mix of our clients,
candidates and staff, it is a strategic as well as a governance
imperative to continue to improve the diversity of our Board.
During 2014 your Board and its Committees worked
diligently on your behalf. The following pages set out the
work we have done, how we have applied the principles of
the UK Corporate Governance Code, and confirms that we
have complied with the Code.
Robin Buchanan
10 March 2015
Robin Buchanan
Chairman
At PageGroup we are committed to high standards of
governance. Good governance underpins sustainable
performance. There are three elements to our governance
that are of particular importance:
1. The Board debates and decides on strategy, holding the
Executive team accountable for its execution.
2. We ensure we have and will have the most talented
leadership, both within the Executive team and
the Board.
3. We always ask “What is the right thing to do?” so that
everyone involved with PageGroup can continue to be
proud of us.
My job is to make sure these three things happen.
The Board of Directors has overall responsibility for the
running of the business and, therefore, must be equipped
with the character, skills and experience required to direct
a global recruitment consultancy with large ambitions.
We have in recent years built a strong, well balanced Board
which operates in a trusting and honest environment.
Chairman’s Introduction
5656
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM our Board of Directors
our business is led by our Board of Directors. Biographical details of the
Directors as at 10 March 2015 are as follows:
Robin Buchanan,
Chairman
Date of appointment:
Director August 2011,
Chairman December 2011
Past Roles: Before joining the Board of Michael Page
International plc, Robin served as Dean and President
of the London Business School and as the Senior
Partner of Bain & Company in the United Kingdom.
Past board appointments include Bain & Company, Inc;
Shire plc; and Liberty International plc. Robin qualified
as a Chartered Accountant with a predecessor firm of
Deloitte Touche Tohmatsu.
Other Current Appointments: Non-Executive Director,
Schroders plc; Non-Executive Director, Lyondell Basell
Industries NV; Member of Remuneration Committee,
Coller Capital Ltd; Senior Advisor to Bain & Company;
Senior Advisor, Access Industries; and Director of
Trees For Life Limited.
Board Committees:
Nomination Committee (Chairman)
Skills and Experience:
• Board level and executive leadership of global
people businesses
Steve Ingham,
Chief Executive Officer, Executive Director
Date of appointment:
February 2001,
Chief Executive Officer April 2006.
Past Roles: Steve joined Michael Page in 1987 as a
consultant with Michael Page Marketing and Sales.
He was responsible for setting up the London Marketing
and Sales business and was promoted to Operating
Director in 1990. He was appointed Managing
Director of Michael Page Marketing and Sales in 1994.
Subsequently Steve took additional responsibility for
Michael Page’s Retail, Technology, Human Resources
and Engineering businesses. He was promoted to
the Board as Executive Director of UK Operations in
February 2001 and subsequently to Managing Director
of UK Operations in May 2005. Steve was appointed
Chief Executive Officer in April 2006.
Other Current Appointments:
Non-Executive Director, Debenhams plc. Member
of the Corporate Partnership Board, Great Ormond
Street Hospital.
Board Committees: None
Skills and Experience:
• Strategy and change management in multiple
• More than 28 years service with the Group and
industries and geographies
• Sales and marketing leadership in a professional
services business
• Accounting, finance and risk management in US
and UK businesses
• Board effectiveness and corporate governance in
US, UK and Continental European businesses
recruitment industry
• 9 years as a CEO of a public company, now FTSE
250, with strong IR skills, delivering shareholder value
• Strong entrepreneurial and strategic skills having
initiated and grown many businesses
• Extensive experience in business development and
account management
• Significant international experience including the
emerging markets of SE Asia, China, Latin America
and India
• Leadership of a global people business having seen
PageGroup grow from 200 to 5,600 employees
• Experience in other sectors and industries having
worked on the Board of a major charity and retailer
57
our Board of directors
Kelvin Stagg,
Chief Financial Officer, Executive Director
Date of appointment:
June 2014
Past Roles: Kelvin joined Michael Page International plc
in July 2006 as Group Financial Controller and Company
Secretary. He was appointed Acting Chief Financial Officer
in October 2013. He held the title of Company Secretary
until December 2013. In June 2014 Kelvin was appointed
Chief Financial Officer. Prior to joining the Group, Kelvin
spent six years at Allied Domecq and three years at
Unilever in a variety of finance functions. He has significant
international experience and has high levels of compliance,
change management, large teams and systems experience,
across almost every finance discipline. He is a Chartered
Management Accountant.
Other Current Appointments: None
Board Committees: None
Skills and Experience:
• More than eight years in the Group with a detailed
knowledge of the Group’s operations
• Extensive experience in finance, audit and risk
management
• Significant international experience including roles in the
UK, Continental Europe and Asia
• High levels of compliance, change management, large
teams and systems experience, across almost every
finance discipline
• Strong network of finance professionals
Ruby McGregor-Smith CBE,
Senior Independent Director
Date of appointment:
May 2007
Past Roles: Ruby is the Chief Executive of Mitie Group
plc. She qualified as a Chartered Accountant with BDO
Stoy Hayward. In December 2002 Ruby joined Mitie
Group plc as Group Finance Director and was appointed
Chief Operating Officer in September 2005 before being
appointed Chief Executive in March 2007.
Other Current Appointments:
Chief Executive, Mitie Group plc; Member of Board of
Trustees for Business in the Community; Chairperson of
the Women’s Business Council; Non-Executive Director
of the Department of Culture, Media & Sport; Chair of the
Public Services Strategy Board of the Confederation of
British Industry (CBI).
Board Committees:
Audit, Nomination, Remuneration
Skills and Experience:
• CEO, COO and CFO experience with a FTSE 250
public company for over 12 years
• Strong strategic and commercial understanding
• Proven ability for delivering shareholder value
• Extensive experience in customer services
• Significant financial, audit and risk management
systems experience
our Board of directors
58
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM our Board of Directors
Simon Boddie,
Non-Executive Director
Date of appointment:
September 2012
Past Roles: Simon is a Chartered Accountant and has
been Group Finance Director of Electrocomponents plc
since September 2005. Simon joined Electrocomponents
plc from Diageo where he held a variety of senior finance
positions over a 13 year career, latterly Finance Director of
Key Markets.
Other Current Appointments:
Group Finance Director, Electrocomponents plc.
Board Committees:
Audit (Chairman), Nomination, Remuneration
Skills and Experience:
• CFO of FTSE 250 public company for over nine years
• Extensive experience in financial, audit and risk
•
management systems
International operations and emerging
markets experience
• Strong strategic and commercial understanding
Danuta Gray,
Non-Executive Director
Date of appointment:
December 2013
Past Roles: Danuta was Chairman of Telefonica 02 in
Ireland until December 2012, having previously been its
Chief Executive from 2001 to 2010. Prior to that Danuta was
Senior Vice President for BT Europe in Germany and during
her career gained experience in sales, marketing, customer
services and technology and in leading and changing large
businesses. She previously served for seven years on the
Board of Irish Life and Permanent plc and was a Director of
Business in the Community Ireland and Aer Lingus plc.
Other Current Appointments:
Non-Executive Director, Old Mutual plc; Non-Executive
Director and Chairman of the Remuneration Committee,
Paddy Power plc; Non-Executive Director and Senior
Independent Director of Aldermore Bank PLC.
Board Committees:
Audit, Nomination, Remuneration
Skills and Experience:
• Chairman and CEO experience
• Experienced non-executive in several sectors
• Extensive experience in general management
• Proven ability for delivering shareholder value
• Strong strategic understanding
• Extensive experience in sales, marketing, customer
services and technology
• Leading and changing large businesses
59
our Board of directors
David Lowden,
Non-Executive Director
Date of appointment:
August 2012
Elaine Marriner,
Company Secretary
Date of appointment:
December 2013
Past Roles: Prior to this appointment Elaine was Company
Secretary and General Counsel of HMV Group plc.
Past Roles: David was a member of the Board of TNS plc,
the marketing services business, from 1999 to 2009,
becoming Chief Executive Officer in 2006. Before joining
TNS plc David held senior financial positions in Asprey plc,
A.C. Nielsen Corporation and Federal Express Corporation.
Other Current Appointments: Senior Independent Director
and Chairman of the Remuneration Committee, Berensden
plc; Non-Executive Director and Chairman of the Audit
Committee, William Hill plc.
Board Committees:
Remuneration (Chairman), Audit, Nomination
Skills and Experience:
• Extensive experience in both general management and
financial management
• Many years of operating within international businesses
with cultural diversity
• Strong strategic understanding
• Proven ability for delivering shareholder value
• Strong financial, marketing and commercial skills
• Experienced non-executive in several sectors
our Board of directors
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Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM the executive Board
Olivier Lemaitre
Executive Board Director,
Continental Europe
Olivier joined Michael Page Finance in Paris in 1997, having
worked previously as a Controller for Renault in Poland.
In 1999, he moved to Sao Paulo to launch Michael Page
Brazil, before returning to Europe in November 2002 to
lead our Michael Page Frankfurt office. He was appointed
managing director of Michael Page Germany in 2004. In
2007, he was appointed Regional Managing Director in
charge of Austria, Belgium, Germany, Holland, Luxembourg
and Switzerland. Since 2012 he has been responsible for
PageGroup’s operations in Continental Europe.
Oliver Watson
Executive Board Director,
UK, USA and Canada
Oliver joined Michael Page in 1995 as a consultant in
London. He was appointed director of Michael Page UK
Sales in 1997 and then managing director in 2002. In 2006,
he was appointed Regional Managing Director for Michael
Page UK Sales, Marketing and Retail. In 2007, he launched
Michael Page Middle East and has since developed our
office network across the region. In 2009, he became
Regional Managing Director for Michael Page UK Finance,
Marketing and Sales, Middle East, Scotland and Ireland.
He is now responsible for PageGroup’s operations in the
UK, USA and Canada.
Steve Ingham
Chief Executive Officer, Executive Director
See biography on page 57.
Kelvin Stagg
Chief Financial Officer, Executive Director
See biography on page 58.
Patrick Hollard
Executive Board Director,
Latin America, Middle East and Africa
Patrick joined Michael Page in France in 1996, having
worked previously for KPMG Peat Marwick. Prior to that,
he had been Vice-President of AISEC International, the
student led organisation, from 1991 to 1992. Appointed
director in 1999, he moved to Sao Paulo to launch Michael
Page Brazil, and then launched offices in Mexico in 2006,
Argentina in 2008, Chile in 2010 and Colombia in 2011.
Appointed Regional Managing Director in 2007, he is now
responsible for PageGroup’s operations in Latin America,
Middle East and Africa.
Gary James
Executive Board Director,
Asia Pacific
Gary joined Michael Page Finance in London in 1984.
He was appointed director of Michael Page UK Sales and
Marketing in 1994 and managing director of Michael Page
UK Marketing in 1997. In 2002 he transferred to the USA
on his appointment as managing director of our business
in North America. He was appointed Regional Managing
Director of the Asia Pacific region in August 2006.
Fabrice Lacombe
Executive Board Director,
France, Central and Eastern Europe
Fabrice joined Michael Page Finance in 1994 as a consultant
in Paris. In 1996, he launched Michael Page Engineering
and became a director in 1998. In 1999, he was appointed
executive director and then, in 2001, managing director of
Michael Page France. He launched Michael Page Africa in
2005 and in 2007 took responsibility for Page Personnel
France. He became Regional Managing Director for France
and Africa in 2010. He is now responsible for PageGroup’s
operations in France, and Central and Eastern Europe.
61
the executive Board
corporate Governance report
Compliance with the UK
Corporate Governance Code
During the year ended 31 December 2014 and to the date
of this document, the Company has complied with the
provisions of the UK Corporate Governance Code 2012
(the “Code”). The Code is publicly available on the FRC
website (www.frc.org.uk). In the following Corporate
Governance section, together with the Strategic Report
on pages 1 to 55, the Directors’ Remuneration Report
on pages 74 to 86 and the Directors’ Report on pages
90 to 92, we describe how we have applied the main
principles of the Code.
The Board and its Operation
The Board of Michael Page International plc is the body
responsible for the overall conduct of the Group’s business
and has the powers and duties set out in relevant laws of
England and Wales and in its Articles of Association.
The Board’s role is to provide entrepreneurial leadership
of the Group within a framework of prudent and effective
controls which enables risk to be assessed and managed.
The Board is collectively responsible to the Company’s
shareholders for the success of the Company. The Board
is satisfied that it has met the Code’s requirements for its
effective operation.
Composition of the Board
As at the end of the year under review the Board comprised
the Chairman, the Chief Executive Officer, the Chief Financial
Officer and four Non-Executive Directors. The biographies of
each of these Directors can be found on pages 57 to 60.
Tim Miller served as a Non-Executive Director of the
Company until his retirement from the Board on 13 August
2014 after completing nine years service to the Board.
Kelvin Stagg was appointed Chief Financial Officer of
the Company on 6 June 2014. All other Directors served
throughout the year. The Board considers that during
the year under review each of Simon Boddie, Danuta
Gray, David Lowden and Ruby McGregor-Smith were
independent. In addition, the Board determined that Robin
Buchanan was independent at the time of his appointment
as Chairman.
There is a clear division of responsibilities between the role
of the Chairman and that of the Chief Executive Officer.
Whilst the Board is collectively responsible for the success
of the Company, the Chairman, Robin Buchanan, manages
the Board to ensure that the Company has appropriate
objectives and an effective strategy. He ensures that there
is a Chief Executive Officer with a team to implement the
strategy and that there are procedures in place to inform the
Board of performance against objectives. He also ensures
that the Company is operating in accordance with the
principles of corporate governance. The Chairman’s other
significant commitments are noted on page 57. The Board
considers that these are not a constraint on the Chairman’s
agreed time commitment to the Company.
Ruby McGregor-Smith is the Senior Independent Director
and acts as an alternative channel of communication for
shareholders. She also acts as a sounding board for the
Chairman and serves as an intermediary for other Directors.
Steve Ingham, the Chief Executive Officer, has overall
responsibility for the day-to-day management of the Group’s
operations. He develops the vision and strategy for the
Board’s review, implements the Board’s approved strategy
and chairs the Executive Committee (known within the
Group as the “Executive Board”) which executes the delivery
of the annual operating plans. He also leads the programme
of communication with shareholders.
Executive and Non-Executive Directors are equal members
of the Board and have collective responsibility for Board
decisions. The Non-Executive Directors bring a wealth of
skills and experience to the Board and its Committees.
The Board has a formal schedule of matters reserved for its
decision. This was reviewed and updated during the year.
It includes:
• Group strategy and corporate objectives;
• Determining the nature and extent of the significant risks
the Board is willing to take in achieving the strategic
objectives of the Company;
• Major changes to the nature, scope or scale of the
business of the Group;
• Corporate governance matters;
• Approval of Nomination Committee recommendations
on the appointment and removal of Directors and
succession planning;
• Changes to the Group’s capital structure and approval of
any business plan prior to a new entity being established
in a new territory;
• Financial reporting, audit and tax matters;
• Material contracts and transactions not in the ordinary
course of business;
• Material capital expenditure projects;
• Approval of the annual budget;
• Obtaining major finance; and
• Communications with stakeholders and complying with
regulatory requirements.
Corporate Governance report
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Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM corporate Governance report
Induction, Training and Information
The Chairman is responsible for the induction of new
directors and is assisted by the Company Secretary.
On appointment to the Board, each Director discusses
with the Chairman and the Company Secretary the extent
of the training required. A tailored induction programme
to cover their individual requirements is then compiled.
Elements of the programme typically consist of meetings
with senior executives, site visits, attending internal
conferences, and consultant shadowing to understand
the day-to-day activities of a recruitment consultant. In
addition, information is provided on the Company’s services,
Group structure, Board arrangements, financial and ESG
information, major competitors and major risks.
Directors update and refresh their knowledge and familiarity
with the Group through participation at meetings with and
receiving presentations from senior management. This is
in addition to the access that every Director has to Elaine
Marriner, the Company Secretary. She is responsible to the
Board for ensuring that Board procedures are complied with
and advising the Board on new legislation and corporate
governance matters. Board Committees and Directors are
also given access to independent professional advice at the
Group’s expense if the Directors deem it necessary in order
for them to carry out their responsibilities.
For each Board and Committee meeting Directors receive a
pack of relevant information on the matters to be discussed.
During the year under review the Board moved to using
a third party board portal to distribute information more
quickly and securely. The Chief Executive Officer presents
a comprehensive update on the business issues across the
Group to the Board and the Chief Financial Officer presents
a detailed analysis of the financial performance. The Board
also receives at each Board Meeting an Investor Relations
Report, including any feedback from investors and Investor
Roadshows. Regional Managing Directors and other senior
managers also attend relevant parts of Board meetings and
the Board Strategy Day in order to make presentations on
their areas of responsibility.
Board Committees
The Board has three principal Board Committees, each
of which regularly reports to the Board: the Audit
Committee, Nomination Committee and Remuneration
Committee. The Audit and Remuneration Committees are
comprised solely of independent Non-Executive Directors.
The Nomination Committee is comprised of independent
Non-Executive Directors and chaired by the Chairman of
the Board who was independent on appointment. Details
of the composition and activities of each Committee can be
found in the respective reports of each Committee: Audit
Committee Report on pages 69 to 70; the Nomination
Committee Report on page 68; and the Directors’
Remuneration Report on pages 74 to 75.
Each Committee has clear terms of reference. During the
year under review each Committee reviewed and updated
its terms of reference. These were then ratified by the Board.
The terms of reference for each Committee can be found on
the Company’s website www.page.com. Each Committee
also reviews its effectiveness and makes recommendations
to the Board of any appropriate changes as and when
required. The Chairman of each of the Board Committees
will be available to answer shareholders’ questions at the
forthcoming Annual General Meeting.
The Company Secretary acts as secretary to each of these
Committees and minutes of meetings are circulated to
all Committee members and to all members of the Board
unless it would be inappropriate to do so.
The Group also has an Executive Board which is chaired by
the Chief Executive Officer. It comprises the Chief Financial
Officer and other senior executives, biographies for whom
can be found on page 61. The Executive Board usually
meets five times a year and is responsible for assisting the
Chief Executive Officer in the performance of his duties.
These include the development and implementation of
strategy, operational plans, policies, procedures and
budgets. These activities are performed at a regional level by
regional boards for each of the UK, EMEA, Asia Pacific and
the Americas. Each regional board usually meets at least
four times a year.
63
Corporate Governance report
Board and Committee Attendance
The table below sets out the number of meetings of the Board and each of the Audit, Nomination and Remuneration
Committees during the year and individual attendance by the relevant members at these meetings, demonstrating commitment
to their role as Directors of the Company. The Board met nine times during the year.
Director
Board
Audit
Nomination
Remuneration
Meetings
Held
Meetings
Attended
Meetings
Held
Meetings
Attended
Meetings
Held
Meetings
Attended
Meetings
Held
Meetings
Attended
9
9
9
9
9
9
6
5
Robin Buchanan
Simon Boddie
Danuta Gray1
Steve Ingham
David Lowden
Ruby
McGregor-Smith2
Tim Miller3
Kelvin Stagg4
Notes:
9
9
8
9
9
8
6
5
N/A
N/A
8
8
8
7
6
6
6
6
6
5
N/A
N/A
8
8
8
7
N/A
N/A
N/A
N/A
N/A
N/A
8
8
6
8
7
6
6
6
4
6
5
4
8
8
6
8
7
6
N/A
N/A
N/A
N/A
N/A
N/A
1. Danuta Gray was appointed a Director of the Company on 10 December 2013. By this date the 2014 meeting calendar had been finalised and it was
not possible to rearrange the December 2014 Board and Committee meetings so that Danuta could attend.
2. Ruby McGregor-Smith was unable to attend the April Board and Committee meetings due to ill health.
3. Tim Miller retired from the Board on 13 August 2014 and, therefore, was eligible to attend only six Board, Audit and Remuneration Committee
meetings, and four Nomination Committee meetings.
4. Kelvin Stagg was appointed a Director of the Company on 6 June 2014 and, therefore, was eligible to attend only five Board meetings.
During the year under review the Non-Executive Directors met on several occasions without the Executive Directors being
present. The Non-Executive Directors also met once without the presence of the Chairman.
Corporate Governance report
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Succession Planning
Executive development and succession planning
discussions are held each year, usually in the summer.
These discussions focus on the development and
succession of the Executive Directors, Executive Board
members and other senior managers in the Group with
the aim of ensuring that existing senior executives are
being developed and that there is a pipeline of talented
senior individuals within the business. Development and
succession planning is a critical part of the Chief Executive
Officer’s performance objectives for annual bonus and
long-term remuneration.
In addition, the Nomination Committee also considers the
breadth and depth of experience of the Non-Executive
Directors and considers on a regular basis succession
planning for the Board as a whole. Information on the
Board’s policy on diversity both at the Board level and
the Group as a whole can be found in the Nomination
Committee Report on page 68 and the Strategic Report
on pages 4 and 28.
Performance Evaluation
In line with the Code, each year the Board undertakes a
formal and rigorous evaluation of its own performance, that
of its Committees and its individual Directors. The Board
undertook an externally facilitated evaluation in 2013 from
which four main recommendations were made. These
recommendations, as noted below, have been followed up
and further work has been undertaken in respect of them:
• The further development of its approach to
strategic planning;
• Increase in focus on development and succession
planning, especially for the most senior positions;
• The development of the approach to risk
management; and
• The appointment of a dedicated full time
Company Secretary.
In the autumn of 2014 the Board undertook an internal
evaluation of the Board and each of the Audit, Nomination
and Remuneration Committees. This process involved an
objective and comprehensive evaluation of the balance of
skills, knowledge and experience of the Board, how the
Board works together and whether it is effective and
well supported.
The evaluation was conducted by the Chairman and
Company Secretary by means of detailed questionnaires
completed by the Board, Committee members and regular
attendees of the Committees. The results of the evaluation
for each of the Committees were reviewed and discussed
by each of the relevant Committees and then reported to the
Board as a whole, together with the results of the appraisal
of the Board itself. The evaluation confirmed that the Board
was working well together and is effective. An action plan of
matters which require further attention was agreed and
will be reviewed by the Board and its relevant Committees
in the second quarter of 2015 to ensure these are dealt
with accordingly. The action plan of matters for 2015 is
as follows:
• The continued development of the Board’s approach to
strategic planning;
• Continued focus on development and succession
planning;
• Continued development and embedding of risk
management throughout the business;
• Development of a clear Corporate Social Responsibility
plan; and
• Redesign of the schedule of Board and Audit
Committee meetings.
Work has already commenced on these action points.
In addition, the Chairman appraises the performance
of the individual Board members and meets with the
Directors individually to discuss their appraisals. The Senior
Independent Director is responsible for the evaluation of
the Chairman and the views of the other Directors are
canvassed in this respect. The results of the performance
evaluation of each of the Directors and the Chairman
were reported to the Board. The Board will evaluate the
performance of the Board, its Committee and the Directors
again in 2015.
Re-election of Directors
The Company’s Articles of Association provide that each
Director must retire from office every three years. The
Code goes beyond this, requiring all Directors to retire
and stand for re-election at each Annual General Meeting.
The Company complies with the Code requirement and
accordingly all Directors, except Kelvin Stagg, will submit
themselves for re-election at the forthcoming Annual General
Meeting. Kelvin Stagg, who was appointed a Director
after the Company’s last Annual General Meeting will, in
accordance with the Company’s Articles of Association,
stand for election at the Annual General Meeting.
Internal Control and Risk Management
The Board has overall responsibility for the effectiveness
of the Group’s system of internal control. The procedures
established by the Board have been designed and
implemented to meet the particular requirements of
the Group and the risks to which it is exposed. These
procedures also provide an ongoing process for identifying,
65
Corporate Governance report
evaluating and managing principal risks. The system of
internal control includes financial and operational controls,
which are designed to meet the Group’s particular needs.
These controls aim to safeguard Group assets, ensure that
proper accounting records are maintained, that the financial
information used within the business and for publication
is reliable and to support the successful delivery of the
Group’s Strategic Plan. Any system of internal control can
only provide reasonable, but not absolute assurance against
material mis-statement or loss.
In practice the Board delegates the implementation
of the Board’s policy on risks and control to executive
management and this is monitored by an Internal Audit
function which reports back to the Board through the
Audit Committee.
The key elements of our system of internal control are
as follows:
• Group Organisation – The Board of Directors meets
nine times a year, focusing both on strategic issues
and operational and financial performance. There is
also a defined policy on matters reserved strictly for the
Board. The Regional Managing Director, supported by
a Regional Finance Director, of each of our four regions
is accountable for establishing and monitoring internal
controls within our respective regions.
• Annual Business Plan – The Board reviews the
Group’s strategy and approves an annual Group budget.
Performance is then monitored by the Board through
the review of monthly reports showing comparisons of
results against budget, quarterly forecasts and the prior
year, with explanations provided for significant variances.
• Policies and Procedures – Policies and procedures
are documented over both financial controls and non-
quantifiable areas such as the Group’s whistleblowing
policy and its policy relating to anti-bribery and corruption,
gifts and hospitality.
• Risk Management – The Board has established a
framework for identifying and managing risk, both
at a strategic and operational level. An overview of
this framework and a summary of the principal risks
identified, together with mitigating actions, can be found
in the Strategic Report on pages 41 to 48.
•
Internal Audit – The Group Internal Audit function
examines business process controls throughout the
Group on a risk basis and reports the findings to the
Executive Board and Audit Committee. Agreed actions
are monitored and reported to the Audit Committee.
• Confirmations from Executive Management –
The Managing Director and Finance Director of our
operations in each country formally certify annually
whether the business has adhered to the system of
internal control during the period, including compliance
with Group policies. The statement also requires the
reporting of any significant control issues that have
emerged including suspected or reported frauds so
that areas of Group concern can be identified and
investigated as required. These confirmations and
supporting controls self-assessment questionnaires are
reviewed by the Internal Audit function and a summary
of findings is provided to the Audit Committee for review.
In accordance with the requirements of the Code and the
recommendations of the FRC’s Internal Control: Revised
Guidance for Directors on the Combined Code (formerly
the Turnbull Guidance) on internal control, the Board, with
the assistance of the Audit Committee, has carried out a
review of the effectiveness of the Group’s risk management
and internal control systems, including financial, operational
and compliance controls for the period from 1 January 2014
to the date of this Annual Report. No significant failings or
weaknesses were identified. A confirmation of any necessary
actions is, therefore, not provided. However, had there been
any such failings or weaknesses the Board confirms that
necessary actions would have been taken to remedy them.
Relations with Shareholders
Communications with shareholders are given a high priority.
The majority of contact between the Board and shareholders
is through the Chief Executive Officer and the Chief Financial
Officer. They make themselves available, where possible, to
meet with shareholders and analysts at their request. During
2014 the Executive Directors visited 10 cities on roadshows
across both the United Kingdom and North America. They
also held investor conferences and equity sales teams’
briefings, as well as over 160 investor meetings. In addition,
in September, the Company undertook an Investor Relations
event showcasing the regional leadership teams. This event
was attended by a majority of the Company’s coverage
analysts.
The Annual Report and Accounts is sent to all shareholders
and is also available on the Company’s website www.
page.com. The website contains up-to-date information
on the Group’s activities, published financial results and the
presentations used for briefings and investor meetings held
during the year. These are available to download.
The Annual General Meeting is an additional opportunity
for all Board members to meet with shareholders and
investors and give them the opportunity to ask questions.
Final voting results are published through a Regulatory
Information Service and on the Company’s website following
the Meeting.
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Conflicts
The Company has implemented robust procedures in line
with the Companies Act 2006, requiring Directors to seek
appropriate authorisation from the Board prior to entering
into any outside business interests which have or could have
a direct or indirect interest that conflicts, or may conflict,
with the Group’s interests. These procedures have operated
effectively throughout the year under review. The Nomination
Committee is responsible for reviewing possible conflicts
of interest. It makes recommendations to the Board as to
whether a conflict should be authorised and the terms and
conditions on which any such authorisation should be given
by the Board. Only Directors without an interest in the matter
being considered will be involved in the decision and each
Director must act in a way they consider, in good faith,
will promote the success of the Group. All Directors are
aware of their continuing obligation to report any new
interests, or changes in existing interests, that might
amount to a possible conflict of interest in order that
these may be considered by the Board and appropriate
authorisation given.
Our Corporate Governance Framework
The Board
The Board’s role is to provide entrepreneurial leadership of the Group within a framework of prudent and effective controls which
enable risk to be assessed and managed. It has a formal schedule of matters reserved for its decision.
More details on pages 62 to 67.
Chief Executive
Officer (CEO)
Key responsibility is to develop and
deliver the Group’s strategy within
the policies and values established
by the Board.
Chief Financial
Officer (CFO)
Nomination
Committee
Responsible for managing the
financial risks, reporting and
planning of the Group.
Responsible for ensuring that the
Company has the executive and
non-executive Board leadership
it requires.
Details on page 68.
Executive Committee
The Executive Committee is chaired
by the CEO and includes the CFO.
The Committee is responsible
for overseeing operations in our
regions and for overseeing business
operational functions Group-wide.
Details on page 63.
Company Secretary
Responsible for ensuring
the Board comply with all
legal, regulatory and
governance requirements.
Audit Committee
Responsible for the integrity of the
Company’s financial statements
and performance, ensuring the
necessary internal controls and
risk management systems are in
place and effective.
Details on page 69.
Remuneration
Committee
Responsible for the review,
recommendation and
implementation of the Group’s
remuneration strategy, its
framework and cost.
Details on page 75.
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Corporate Governance report
nomination committee report
If approved, a search and selection process based on that
profile is undertaken. Candidates are identified and selected
on merit against objective criteria and with due regard
to the benefits of diversity on the Board, including gender.
A shortlist of candidates is then interviewed by the Chairman
of the Board, the Chief Executive Officer and members of the
Committee. Thereafter a recommendation of appointment
is made to the Board.
Geographic and gender diversity is important both at Board
level and at every other level in the business. It therefore
remains the Committee’s policy to seek diversity of experience,
capability, geography and gender in order to create a talented
high-performing Board. Detail of diversity below the Board
level can be found in the Strategic Report on pages 4 and 28 .
Activities During the year
During 2014 the Committee met on six occasions. Details of
the members’ attendance at meetings of the Committee can
be found in the Corporate Governance Report on page 64.
The Committee continues to focus on succession planning
both for senior management and the Board. With the
resignation of the former Chief Financial Officer in early
October 2013, the Committee also undertook the selection
of a new Chief Financial Officer. Using the succession plan
already in place, Kelvin Stagg, who at that time was Group
Financial Controller of the Company, was appointed as Acting
Chief Financial Officer on 10 October 2013. Kelvin proved
himself in this role, was nominated by the Committee to the
Board and duly appointed a Director and Chief Financial
Officer on 6 June 2014.
The Committee also considered the extension of the term
of appointment for each of Robin Buchanan and Tim Miller
whose respective letters of appointment had reached the end
of their term. Neither Robin nor Tim took part in discussions
about the extension of their own term. In August 2014 Tim
Miller completed nine years’ service to the Board. Tim had
been a valued member of the Board but good governance
dictated that the Committee should not extend his letter of
appointment for a further period. Tim, therefore, retired as a
Director on 13 August 2014. Robin Buchanan completed his
first three years of service to the Board on 10 August 2014.
The Committee extended Robin’s letter of appointment for a
further three year period.
The activities of the Committee were reviewed as part of the
Board evaluation process performed during the year under
review. Details of the evaluation process can be found in the
Corporate Governance Report on page 65.
Plan for 2015
In 2015 the Committee will continue to review the size of the
Board, its mix of skills and experience, and succession plans
for both Executive and Non-Executive Directors.
Robin Buchanan
Chairman
Purpose
The Nomination Committee is responsible for ensuring that
the Company has the executive and non-executive Board
membership it requires, both now and for the future.
Membership
During the year under review the members of the
Committee were Robin Buchanan, who was Chairman of
the Committee, Simon Boddie, Danuta Gray, David Lowden,
Ruby McGregor-Smith and Tim Miller. Details of Robin
Buchanan’s other significant commitments can be found
on page 57.
All members served throughout the year except Tim Miller
who ceased to be a member of the Committee on his
retirement from the Board on 13 August 2014. Only
members of the Committee are entitled to attend meetings.
Other individuals, such as the Chief Executive Officer,
the Group Human Resources Director and external
advisers, may attend meetings by invitation when
appropriate and necessary.
Responsibilities
The key responsibilities of the Committee are to:
• Assess and nominate members to the Board;
• Maintain the right mix of character, skills and experience
on the Board and its Committees;
• Make recommendations to the Board on development
and succession plans for members of the Board and
senior management;
• Approve job descriptions and written terms of
appointment for Directors; and
• Review the independence of Non-Executive Directors,
taking into account their other directorships.
The Committee follows formal and transparent procedures
for appointing Directors and is assisted in its search for
new Non-Executive Directors by an independent executive
search company, The Zygos Partnership. Zygos has no
connection with the Company other than the provision of
this service. A detailed candidate profile is recommended
by the Committee to the Board.
nomination Committee report
68
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Audit committee report
Simon Boddie
Committee Chairman
Role
The Audit Committee is the guardian of the integrity of the
Company’s financial statements and external reporting
of performance. It also has the responsibility for ensuring
that the necessary internal controls and risk management
systems are in place and effective.
Membership
During the year under review the members of the Committee
were Simon Boddie, who was the Chairman of the
Committee, Danuta Gray, David Lowden, Ruby McGregor-
Smith and Tim Miller. All served throughout the year except
Tim Miller who ceased to be a member of the Committee
on his retirement from the Board on 13 August 2014. Only
members of the Committee are entitled to attend meetings.
Other individuals, such as the Chairman of the Board,
the Chief Executive Officer, the Chief Financial Officer, the
Company Secretary, the Director of Internal Audit and the
external audit partner are regularly invited to attend meetings
as appropriate and necessary. The Committee can invite
others to attend as appropriate.
The Board is satisfied that the Chairman of the Committee
has the current and relevant financial and accounting
experience required by the provisions of the Code. Other
members of the Committee also have recent and relevant
Main Activities of Audit Committee During the year
January
February
April
June
Review of Financial
Statements
• Quarter 1 trading update
Risk and Internal Control
• Internal audit update
• Risk management update
External Auditor
• External auditor’s 2013
management letter
• Half year review
• External auditor
satisfaction survey
• Reappointment of
external auditor
Review of Financial
Statements
• Quarter 4 trading update
Risk and Internal Control
• Proposed internal
audit plan
Review of Financial
Statements
• Draft preliminary
announcement and
2013 Annual Report
and Accounts
• External auditor’s
year-end report
• Going concern analysis
• Review of non-audit fees
• Fair, balanced and
understandable review
• Management letter
of representation
Risk and Internal Control
• Ratification of
principal risks
• Internal audit update
Compliance
• Tax strategy
• Review and update of
Committee terms
of reference
• Meeting with external
auditor without
Executive Directors
69
audit Committee report
financial experience and have a sufficiently wide range of
business experience and expertise such that the Committee
can effectively fulfil its role. The relevant qualifications and
experience of the Committee members are shown in their
biographies on pages 58 to 60. The Committee met with
the external auditor during the year without the presence
of management in order to provide an opportunity for
confidential discussion. The Director of Internal Audit and
the external auditor have direct access to the Chairman of
the Committee throughout the year.
During the year under review the Committee met on eight
occasions and details of the members’ attendance at the
meetings of the Committee can be found in the Corporate
Governance Report on page 64.
Financial Reporting
In its financial reporting to shareholders and other interested
parties, the Board aims to present a fair, balanced and
understandable assessment of the Group’s position and
prospects, providing necessary information for shareholders
to assess the Company’s business model, strategy and
performance. In 2013 the Company introduced a new
process for reviewing the annual report and accounts to
ensure that they were fair, balanced and understandable.
This process was used again this year. It included a
thorough understanding of the regulatory requirements for
the annual report and accounts; a process to determine
the accuracy, consistency and clarity of the data and
language; and a detailed review by all appropriate parties
including external advisers. A checklist of all the elements
of the process was completed to document the process
and cascaded sign-off implemented through the Group’s
management structure to provide assurance to the
Committee that the appropriate procedures had been
undertaken by all Group companies.
The Committee has reviewed the Company’s 2014 Annual
Report and Accounts. It provided comments which were
incorporated into the Annual Report and Accounts and has
advised the Board that in its opinion, the Annual Report
and Accounts taken as a whole is fair, balanced and
understandable and provides the information necessary
to assess the Company’s performance, business model
and strategy.
July
August
October
December
Review of Financial
Statements
• Quarter 2 trading update
Review of Financial
Statements
• Draft interim report
Review of Financial
Statements
• Quarter 3 trading update
Review of Financial
Statements
• Review of 2014 annual
Risk and Internal Control
• Internal audit update
• Group risk update
• Cyber risk review
and update
External Auditor
• Group audit policy
Risk and Internal Control
• Risk management update
External Auditor
• External auditor’s
interim review
• Management letter of
representation
• Review of scope of
external audit work
• Audit fee review
Compliance
• Meeting with external
auditor without
Executive Directors
report and accounts process
Risk and Internal Control
• Internal audit update
• Approval of internal audit
plan for 2015
• Confirmation of principal
risks
External Auditor
• Assessment of risk of
material mis-statement
• Review of external auditor
independence and
objectivity
• Regulatory update
Compliance
• Year end legislative and
procedural matters
• External auditor’s
engagement letter
• Review and approval of
non-audit fees policy
• Review and approval of
audit tendering policy
• Committee evaluation
feedback
audit Committee report
70
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Audit committee report
Significant Accounting Issues and
Areas of Judgment
The Committee focuses in particular on key accounting
policies and practices adopted by the Group and any
significant areas of judgment that may materially impact
reported results as well as the clarity of disclosures,
compliance with financial reporting standards and the
relevant requirements around financial and governance
reporting. Details on accounting policies can be found
on pages 104 to 108.
The significant issues and areas of judgment considered
by the Committee during the year and how these were
addressed were as follows:
• Revenue Recognition for permanent and temporary
placements, with particular focus on period end cut off
and appropriate accounting treatment in accordance
with IFRS and Group accounting policies. This remains a
key area of focus for the internal audit team who report
back to the Committee on their findings.
• Accounting for the Page Recruitment System and
related applications relating to the intangible assets,
with particular focus on appropriate cost capitalisation
and carrying value. The Committee review the cost
capitalisation and carrying value twice a year to ensure
that the judgments made remain appropriate.
• Deferred tax assets and transfer pricing provisions with
particular reference to their recoverability and adequacy.
With 75% of its operations in overseas territories, the
Group is subject to significant international tax legislation
which impacts the determination of the transfer pricing
provision. The Committee review this area on a six
monthly basis to ensure transfer pricing provisions
remain appropriate and that deferred tax assets are
properly classified and remain recoverable.
The Committee reviewed with Ernst & Young LLP the
methodology used to test the assumptions and estimates
made by management in each of these areas.
External Auditor’s Independence
and Effectiveness
The Committee monitors the objectivity, independence and
effectiveness of the external auditor, Ernst & Young LLP, who
were appointed as auditor of the Company in 2011 following
a tender process. Prior to that Deloitte LLP had been the
auditor of the Company since its listing in 2001.
The Company is mindful of the provisions of the Code, best
practice and recent EU audit legislation as regards audit
firm rotation and the provision of non-audit services. In
this respect, during the year under review, the Committee
considered both matters.
In accordance with professional standards, Ernst & Young
LLP operate a policy of rotating the Audit Partner every five
years. The current Audit Partner has served for a period of
three years and six months. The Committee considered and
approved a formal policy for the tender of the external audit.
This provides that the Company will retender the external
audit at least every ten years and it will change the external
auditor at least every 20 years.
In addition the Committee reviewed and updated its
policy on the use of the external auditor for non-audit
services. As a result the Committee determined that it would
update its policy accordingly. This includes the prohibition on
using the external auditor for:
(i) Tax services such as the preparation of tax forms; payroll
tax; support regarding tax inspections unless support is
required by law; the calculation of direct and indirect tax
and deferred tax; and the provision of tax advice (except
for employee global mobility advice);
(ii) Services related to the Group’s internal audit function;
and
(iii) The design and implementation of internal control
or risk management procedures related to the
preparation and/or control of financial information or
the design and implementation of financial information
technology systems.
The external auditor will not be given new instructions
for such matters and, where such activities are currently
performed by the external auditor, arrangements will be
made to ensure they cease this activity by the end of
December 2016. The policy will be reviewed annually.
Details of the fees paid to Ernst & Young LLP during 2014
in respect of non-audit services are shown on page 111.
The objectivity and independence of the external auditor is
safeguarded by:
• Obtaining assurances from the external auditor that
adequate policies and procedures exist within its firm
to ensure that the firm and staff are independent of
the Group by reason of family, finance, employment,
investment and business relationship (other than in the
normal course of business);
• Enforcing a policy of reviewing all cases where it is
proposed that a former employee of the external
auditor be employed by the Group in a senior
management position;
• Monitoring the external auditor’s compliance with
applicable UK ethical guidance on the rotation of audit
partners; and enforcing a policy concerning the provision
of non-audit services by the external auditor.
71
audit Committee report
The Committee considers the annual appointment of the
auditor by shareholders at the Annual General Meeting to
be a fundamental safeguard.
The performance and effectiveness of the auditor is
also reviewed annually by the Committee. This covers
qualification, expertise, resources and reappointment as well
as assurance that there are no issues which could adversely
affect the external auditor’s independence and objectivity
taking into account the relevant standards. In this respect
the Committee reviewed the:
• Robustness of the external auditor’s plan and its
identification of key risks;
• Fulfilment of the agreed external audit plan and any
variations from the plan;
• Robustness and perceptiveness of the external auditor
in handling key accounting and audit judgments;
• Content of reports provided to the Committee by the
external auditor including reporting on internal control;
and
• Feedback from management.
Following a full evaluation of the external auditor at the end
of the 2014 audit, the Committee recommended to the
Board the reappointment of Ernst & Young LLP as Auditor of
the Company at the forthcoming Annual General Meeting.
Internal Control and Risk Management
The Board’s responsibilities for and their report on the
systems of internal control and their effectiveness are set out
in the Corporate Governance Report on pages 65-66.
On behalf of the Board the Committee reviewed the Group’s
risk assessment procedures for identifying its principal
risks. The review takes account of all risks, including
environmental, social and governance matters, inherent in
the strategy of the business and its plan. These procedures
include quarterly reports to the Committee from the Director
of Internal Audit on the performance of the system of internal
control and on its effectiveness in managing material risks
and identifying any control failings or weaknesses.
The Committee also reviews the Group’s risk management
process annually, with the outcome being reported to the
Board. This, together with regular updates to the Board on
material risks, allows the Board to make the assessment
on the systems of internal control and the residual risk
for the purpose of making its public statement. The risk
process, together with the key risks and their indicators,
have been identified and mitigating actions are described in
the Strategic Report on pages 41 to 46. Key performance
indicators and management incentives are highlighted for
the main financial, strategic and people risks in the Strategic
Report on page 8.
Where weaknesses have been identified in the internal
control system for the mitigation of risks to an acceptable
level, plans to strengthen the control system are put in
place. Action plans in this respect are regularly monitored
until complete. During the period under review there were
no control failings or weaknesses that resulted in unforeseen
material losses.
Internal Audit Activities
During the year under review the Committee monitored and
reviewed the effectiveness of the Internal Audit function
in accordance with the Code. The Group’s Internal Audit
function comprises a Director of Internal Audit and a team
of internal auditors. A new Director of Internal Audit was
appointed during the year and this has brought an increased
breadth and depth of risk and internal control experience
to the function. The Director of Internal Audit reports to the
Chief Financial Officer on a day-to-day basis, but also has
a reporting line to the Chairman of the Audit Committee as
well as direct access to the Committee and the Board. This
ensures there is opportunity for frank and open dialogue.
The scope of work for the Internal Audit function is agreed
with the Committee annually with the findings from internal
audits being reported to the Executive Board and the Audit
Committee. Businesses are visited on a rotational risk-based
approach to assess the effectiveness of controls to mitigate
risks to an acceptable level. All major risks are addressed
in this process, including those around governance,
environmental and social related matters.
Actions to maintain and improve the effectiveness of the
control environment are agreed with the Executive Board
and are monitored and reported to the Committee. Risks
are also regularly reviewed and required changes are made
to the risk profile and, where necessary, to the activity of
Internal Audit. All changes to the Internal Audit plan are
agreed with the Chairman of the Committee and reported to
the Executive Board and the Committee.
Committee Evaluation
The activities of the Committee were reviewed as part of the
Board evaluation process performed during the year under
review. Details and the outcome of the evaluation process
can be found in the Corporate Governance Report
on page 65.
audit Committee report
72
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Audit committee report
Fraud
The Committee reviews the procedures for the prevention
and detection of fraud in the Group. Suspected cases of
fraud must be reported to the Chief Financial Officer and
the Director of Internal Audit and investigated by operational
management and Internal Audit. The outcome of any
investigation is reported to the Committee. A register of
all suspected fraudulent activity and the outcome of any
investigation is kept and is circulated to the Committee on
a regular basis. During the year in question, no frauds of a
material nature were reported.
Anti-Bribery and Corruption and
Business Ethics
The Group maintains a zero tolerance approach against
corruption. It has an established anti-bribery and corruption
policy, which includes guidance on the giving and receiving
of gifts and hospitality. This policy applies throughout the
Group. The policy and the training of employees was
reviewed and updated during the year under review. It has
been implemented by means of policy guidelines and the
training of Regional Finance Directors who then cascaded
the training and guidelines to all relevant employees within
each operating unit.
All managers and all staff in risk areas across the Group
are required to undertake training by means of review
and presentation of standard Group prepared training
material. A gifts and entertainments register is maintained
to ensure transparency.
The Company also has a Code of Conduct which can be
found on our website www.page.com. This sets out the
standards of behaviour by which all employees of the Group
are bound and is based on the Company’s commitment to
acting professionally, fairly and with integrity.
Whistleblowing
In accordance with the provisions of the Code, the
Committee is responsible for reviewing the arrangements
whereby staff may, in confidence, raise concerns about
possible improprieties in financial reporting or other matters
and ensuring that these concerns are investigated and
escalated as appropriate. This is run by an external third
party and is available to all employees in the Group. There
were no whistleblowing incidents reported during the year
under review.
73
audit Committee report
Directors’ remuneration report
David Lowden
Committee Chairman
Annual Statement
I am delighted to present to you the Directors’ Remuneration
Report for the year ended 31 December 2014 for which
we will be seeking approval at the Annual General Meeting
in June 2015. This Report is split into three parts: this
Statement; the Annual Report on Remuneration; and the
Remuneration Policy Table for Executive Directors and
Non-Executive Directors.
We detailed our remuneration structure in last year’s
Remuneration Policy Report. This was put to and approved
by shareholders at the June 2014 Annual General Meeting.
The remuneration arrangements for the Executive Directors
have operated under this structure and there were no
changes to this policy in 2014. The full Remuneration Policy
Report can be found on our website at www.page.com.
PageGroup is a people business and this is at the heart
of its sustainable business model. Attracting and retaining
expertise is a fundamental of our business and runs from
the top to the bottom of the organisation. Our strategic
framework (see page 7) looks to achieve stability and
sustainability in management and strategy, even in what
is a very cyclical industry. It is the achievement of the
combination of these strategic objectives that we believe
maximises the potential for long-term and sustainable
shareholder value.
The remuneration structure for senior executives aligns
itself to our strategic objectives and has three clear key
themes against which performance is evaluated. These are
financial, strategic and people. Using these categories the
business looks to achieve a coherence of assessment and
measurement across agreed KPIs, risks and remuneration.
We believe that we have the proportions appropriately
balanced, with a combination of financial metrics and
other criteria.
As set out in the Review of the Year, the business has
achieved robust growth in 2014 despite what have been
challenging macro-economic conditions in a number of key
markets. At the beginning of the year financial objectives for
the business were set with targeted performance for annual
bonus purposes being a growth in profit before tax and
before exceptional items of 15.8% in constant currency.
This was exceeded, with growth of 25.8% being achieved.
In terms of strategy, good progress has been made in
the development of business in the Large, High Potential
markets with 14.2% growth (in constant currency) in gross
profit being ahead of the target we set at the beginning
of the year and the investment in people in these markets
supporting our objective to increase the proportion of the
Group’s gross profit made up by these in line with the
Strategic Plan.
The business has also achieved good operational efficiencies
which helped to deliver an improved fee-earner to operational
support staff ratio; and successfully rolled out the new PRS
operating system to over 30% of the Group’s consultants by
the end of the year. (See the performance against strategic
measures table on page 77). At the same time 2014 saw
continued development in our people programmes and our
senior executive development, reflecting the value we place
on our people who will ensure the on-going success of
the business.
With the delivery of the financial, strategy and people
objectives we set the Executive Directors in 2014, the total
annual bonus payout for the Chief Executive Officer was
determined at £701,542, being 71% of the maximum bonus
opportunity and for the Chief Financial Officer was £277,708,
being 69% of the maximum bonus opportunity.
In further support of long-term and sustainable shareholder
value a new Long-Term Incentive Plan scheme came into
effect in 2014. The awards to be made in 2015 under
this scheme are outlined on page 84 together with the
performance criteria, which the Committee believe are
appropriately challenging, being 62.5% measured against
cumulative EPS targets, 12.5% against comparative growth
rates and 25% against strategic objectives. In respect of
the strategic targets these are deemed to be commercially
sensitive and performance against these will be reported
retrospectively.
For 2015, the Committee decided to increase the Chief
Executive Officer’s base salary by 1.8% and the Chief
Financial Officer’s salary by 2.5%. These increases are,
respectively, below and in line with the increase for the UK
Head Office workforce.
During the year under review the Remuneration Committee
considered the issues within its remit and in particular
considered those matters detailed on page 75. It is the
intention of the Remuneration Committee not to make any
changes to the remuneration structure in 2015.
I hope to receive your support for the Directors’
Remuneration Report at the Annual General Meeting.
David Lowden
Chairman of the Remuneration Committee
10 March 2015
directors’ remuneration report
74
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Directors’ remuneration report
The Committee met a total of 8 times during the year and
discussed the following matters:
•
The setting of performance targets for the 2014
incentive awards made to the Executive Directors;
• Monitoring the progress of strategic objectives;
• Reviewing reporting regulations regarding remuneration;
•
•
•
•
•
•
Determining the former Chief Financial Officer’s
departure arrangements;
Approving the amount of bonuses and share plan
awards for the Executive Directors based on pre-set
performance targets;
Analysing feedback from shareholders in regard to their
voting intentions at the 2014 Annual General Meeting;
Reviewing various shareholder bodies’ communications
and policies in respect of remuneration;
Undertaking its annual review and approval of salaries
and incentives of the Executive Directors and other
senior executives; and
Setting the remuneration on the appointment of the
Chief Financial Officer.
The Remuneration Committee set out in the 2013 Annual
Report and Accounts the PageGroup Remuneration Policy
which was approved by shareholders at the Company’s
Annual General Meeting held on 5 June 2014. Full details
of the shareholding voting can be found on page 86. A copy
of the Remuneration Policy in full can be found in the
2013 Annual Report and Accounts in the Investors section
of our website www.page.com. A summary of the key
aspects of the Remuneration Policy can be found on
pages 87-89. The Committee continued to operate this
Remuneration Policy during 2014 and intends to continue
its operation during 2015.
This part of the report has been prepared in accordance
with Part 3 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations
2013. The information on pages 75 to 86 has been audited
where required under the Regulations. The elements of the
Directors’ Annual Remuneration Report subject to audit are
as follows:
(a) Single total figure for remuneration and the
accompanying notes;
(b) Details of the performance against metrics for variable
awards included in the single sum;
(c) Details of the long-term variable pay awarded in 2014;
(d) Details on the payments to past directors;
(e) Details on payments for loss of office; and
(f) Section on outstanding share awards.
During the year under review the members of the Committee
were David Lowden who was Chairman of the Committee,
Simon Boddie, Danuta Gray, Ruby McGregor-Smith and
Tim Miller. All served throughout the year except Tim Miller
who ceased to be a member of the Committee on his
retirement from the Board on 13 August 2014. Details of the
members’ attendance at meetings of the Committee can be
found on page 64.
Only members of the Committee are entitled to attend
meetings. Other individuals, such as the Chairman of the
Board, who attends meetings of the Committee regularly,
the Chief Executive Officer, the Chief Financial Officer, the
Group Human Resources Director and external advisers,
may attend meetings by invitation when appropriate and
necessary. No Director takes part in discussions relating to
their own remuneration.
The Committee appointed New Bridge Street as its
remuneration consultants in September 2013 as a result
of a competitive re-tendering process. New Bridge Street
is a member of the Remuneration Consultants Group and
as such voluntarily operates under the code of conduct in
relation to executive remuneration consulting in the UK. New
Bridge Street is a member of the Aon Group who provided
insurance services to the Company during the year under
review. £97,000 was paid to Aon in respect of broker fees.
During the year New Bridge Street has provided independent
advice to the Committee on the setting of performance
criteria for the Company’s various incentive arrangements;
benchmarking of remuneration against market levels,
renewal of share schemes for senior employees and advised
on the remuneration report. The fees paid to New Bridge
Street totalled £61,165. New Bridge Street did not provide
any services to the Company. The Committee also received
input from the Chairman, Chief Executive Officer, Company
Secretary and Group Human Resources Director.
75
directors’ remuneration report
Directors’ Remuneration as a single figure
The tables below report a single figure for total remuneration for each Director for the years ended 31 December 2014
and 31 December 2013.
2014
Salary
and Fees
(note 1)
£’000
Benefits
(note 2)
£’000
Pensions
(note 3)
£’000
Short-term
incentives
(note 4)
£’000
Long-term
incentives
(note 5)
£’000
Dividends
paid on
unvested
shares
£’000
565
171
228
64
51
64
56
31
37
14
–
–
–
–
–
–
138
34
702
178
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
52
11
–
–
–
–
–
–
Total
£’000
1,494
408
228
64
51
64
56
31
Executive
Steve Ingham
Kelvin Stagg
Non Executive
Robin Buchanan
Simon Boddie
Danuta Gray
David Lowden
Ruby McGregor-
Smith
Tim Miller
2013
Salary
and
Fees
(note 1)
£’000
550
365
£’000 Executive
Steve Ingham
Andrew Bracey
Non Executive
Robin Buchanan
220
Simon Boddie
Danuta Gray
David Lowden
Ruby McGregor-
Smith
Tim Miller
55
3
58
55
48
Benefits
(note 2)
£’000
Pensions
(note 3)
£’000
Short-
term
incentives
(note 4)
£’000
Long-
term
incentives
£’000
Lapse of
short-term
incentives)
(note 6a)
Dividends
paid on
unvested
shares
£’000
Other
(note
6b)
£’000
Lapse of
joining
award
(note 6c)
30
24
–
–
–
–
–
–
138
73
558
207
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(269)
42
13
–
286
–
(187)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
£’000
1,318
512
220
55
3
58
55
48
Notes:
1. Salary and fees represent the salary and fees paid in cash in respect of the financial year.
2.
Benefits represent the taxable value of the benefits provided in the year and comprise a company car or cash equivalent; fuel; permanent health
insurance; medical insurance; life insurance; and in respect of the Chief Executive Officer, golf club membership used for corporate entertaining.
3. Pension includes the cash value of Company contributions to defined contribution pension plans and cash payments in lieu of pension contributions.
4.
The “Short-Term Incentives” figure for each of the 2013 and 2014 years includes the annual cash bonus and for the 2013 financial year the deferred element
of the bonus which was granted in March 2013.
The value of “Long-Term Incentives” in 2014 is nil since the performance target was not met for the award granted on 11 March 2011 with a performance
period ending on 31 December 2014.
5.
6. Andrew Bracey:
(a) The ISP Deferred award granted to Andrew Bracey on 11 March 2013 over 54,299 shares lapsed on resignation. This figure is shown as a negative figure
as the value of the award had been included in the reported single figure for remuneration in the 2012 Directors’ Remuneration Report (within the “Short-
Term Incentives”). The negative value is calculated using the share price on 11 October 2013, the date of notice of resignation, of 494.5p.
(b) The sum of £286,000 in the “Other” column of the 2013 table is the payment in lieu of notice made to Andrew Bracey in respect of the value of the salary
and contractual benefits, including pension payments, which would have accrued to him during the balance of his notice period following his resignation
from the Company in October 2013, taking account of his continued cover under the Company’s private medical insurance scheme until 31 March 2014.
No other payments have been made to Andrew Bracey.
(c) The second tranche of the Joining Award granted to Andrew Bracey on 23 April 2013 over 37,736 shares lapsed on his resignation. This figure is shown
as a negative figure as the value of the award had been included in the reported single figure for remuneration in the 2012 Directors’ Remuneration Report
(within the “Other” figure) and, therefore, the lapse of the award in 2013 is shown as a negative figure. The negative value is calculated using the same share
price on the date of the notice of resignation, 11 October 2013, of 494.5p per share.
7.
8.
Danuta Gray was appointed a Director of the Company on 10 December 2013. The fees shown in the 2013 table reflect the amount paid to her from the date
of appointment to 31 December 2013.
Kelvin Stagg was appointed a Director of the Company on 6 June 2014.The figures noted above reflect the remuneration paid to him from that date to the end
of the year under review.
9. Tim Miller ceased to be a Director of the Company on 13 August 2014. The fees noted above cover the period 1 January 2014 to the date of his retirement.
directors’ remuneration report
76
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
Directors’ remuneration report
Determination of Annual Bonus for the Financial year Ended 31 December 2014
The annual bonus payment for the Executive Directors for the financial year ended 31 December 2014 was determined
as follows:
Role
CEO
Bonus for Profit Before
Tax (PBT) performance
Bonus for Strategic
Performance
Total bonus
Potential
Actual
Potential
Actual
Potential
Actual
£000
706,250
447,292
282,500
254,250
988,750
701,542
% of salary
% of maximum
125
71
79
45
50
29
45
26
175
100
124
71
CFO
£000
268,750
170,208
134,375
107,500
403,125
277,708
% of salary*
% of maximum
100
67
63
42
50
33
40
27
150
100
103
69
* The bonus payments made to Kelvin Stagg were based on his average salary over the financial year. The figures above show the calculation for
Kelvin Stagg’s full year bonus. The payment shown in the single figure table relates to the period from his date of appointment to 31 December 2014.
As in prior years, the PBT thresholds and maximum targets for 2014 were set having considered both internal budgets and
market expectations being adjusted for the impact of foreign currency in the financial year.
The PBT thresholds and maximum targets were £57.6m and £96m. The actual outcome of PBT before exceptional items was
£78.4m which resulted in the payment of £447,292 to Steve Ingham which represented 63% of the maximum payable under
this measure. Kelvin Stagg received £170,208 which represented 63% of the maximum payable under this measure relating to
the period 1 January 2014 to 31 December 2014.
Performance against the strategic measures was assessed against a number of areas, both financial and environmental, social
and governance. These areas, together with the Committee’s assessment of performance, are set out in the table below:
Strategic performance
Assessment of 2014 performance
Steve Ingham – CEO
Areas of focus:
-
Executive Leadership Development
- Strategy Development
-
PageGroup People Development
- PageGroup IT systems
Kelvin Stagg – CFO
Areas of focus:
-
-
-
Executive Leadership Development
Risk Management and
Internal Controls
Cost Management, Financial,
Strategic and Management
Information
- Tax and Treasury Management
The maximum payment for the delivery of strategic performance objectives in
2014 was equal to 50% of base salary. The Committee assessed performance
against these measures at the end of 2014 in line with the framework set out
at the beginning of the year. In the assessment, the Committee noted there
had been strong performance against strategic targets during 2014.
In particular, the Committee noted that all objectives in respect of the
PageGroup IT systems had been met in full. There had also been significant
development of senior management and of succession plans; the continued
investment in Large High Potential Markets had resulted in gross profit growth
exceeding target; and there had been a significant reduction in the employee
attrition rate which would have a positive impact on gross profit.
The maximum payment for the delivery of strategic performance objectives
in 2014 was equal to 50% of base salary. During the year significant progress
was made in developing a cohesive global financial executive team. The Audit
and Risk functions had operated effectively and had increased their level
of integration with PageGroup’s operations and divisions. Financial
and management information together with the annual budget process have
been improved. Progress has also been made in both the strategic and
compliance areas related to tax and treasury management.
Based on this assessment the Remuneration Committee determined that 45% of salary was payable to Steve Ingham,
representing 90% of the maximum payable under this element and 40% was payable to Kelvin Stagg representing
80% of the maximum payable under this element.
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directors’ remuneration report
Deferred Annual Bonus
Any bonus above 125% for each of the Chief Executive Officer and the Chief Financial Officer is deferred into Ordinary shares of
the Company. As shown on page 77 the annual bonus for the financial year ended 31 December 2014 for the Chief Executive
Officer and the Chief Financial Officer was 124% and 103% of salary respectively and, therefore, no bonus was deferred.
Long-Term Incentives included in the Single Figure Table
The “long-term incentives” figure represents the Performance Awards granted under the old ISP. The 2014 value represents the
value of the percentage of the Performance Award held by the Chief Executive Officer that was granted on 12 March 2012. The
Chief Financial Officer did not hold a 2012 Performance Award. The performance period of the 2012 Performance Award ended
on 31 December 2014 and details of the performance condition are set out on page 80 with the description of outstanding share
awards on page 79. Over the performance period, the Company’s average annual EPS growth was equal to -5.2%. This resulted
in no shares vesting and, therefore, there is no value for this award in the single figure table. The EPS calculation is as follows:
2012 LTIP Award – performance condition measurement
Base year 2011 adjusted* EPS
Actual 2014 adjusted* EPS
RPI index for December 2011
RPI index for December 2014
Earnings growth across the period
RPI growth across the period
EPS growth across the period
Average annual EPS growth
22.19
20.45
225.00
242.80
-7.84%
7.91
-15.7%
-5.2%
* To ensure that EPS measurement is consistent across years, adjustments are made to exclude the charge for share options and incentive plans, together
with related taxation, from both the base and the measurement year. The EPS is not adjusted for the cost of the Executives Directors’ deferred bonus
shares where relevant.
Percentage Change in Remuneration for the Chief Executive Officer
The following table provides a summary of the 2014 increase in base salary for the Chief Executive Officer compared to the
average increase for the Group Head Office population in the same period. Also included is the proposed 2015 salary increase
for the purpose of comparison.
Proposed
2015 increase %
2014
increase %
2013
increase %
Chief Executive Officer
Group Head Office population
Chief Executive Officer
Group Head Office population
Chief Executive Officer
Group Head Office population
1.8
2.5
n/a
n/a
n/a
n/a
2.7
3.01
n/a
n/a
n/a
n/a
22.2
3.01
5.0
0
-50.0
18.0
Salary
Benefits
Short-term
Incentives
Note:
1 Represents average increase.
directors’ remuneration report
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The Group Head Office population was chosen as the most relevant population comparison as the Chief Executive Officer is
based in the UK, as are the Group Head Office staff, and the Group Head Office population does not include operational staff
incentivised against sales targets.
The short-term incentives for the 2013 financial year include cash bonuses, any deferred element of the bonus and the ISP
deferred award under the old ISP plan which did not have performance conditions.
Details of the Long-Term Incentive Award made in 2014
On 11 March 2014 an award of shares under the Long-Term Incentive Plan shares was made to each of the Chief Executive
Officer and the Chief Financial Officer as follows:
Executive
Type of Award
Basis of
Award
Face Value
% of Award
if vesting at
threshold
End of performance period
Steve Ingham
227,273 shares 200% of salary £1,100,000
25%
31 December 2016
Kelvin Stagg
70,248 shares
150% of salary £340,000
25%
31 December 2016
Notes:
1. The market price of the shares as at the date of grant was 484p.
2. The face value of the award for Kelvin Stagg was based on his salary as at the date of the award.
The performance conditions attaching to the Long-Term Incentive Plan awards can be found on page 81.
Outstanding Share Awards
This section sets out the share interests of the Executive Directors under the old ISP, the old Annual Bonus plan, the legacy
Executive Share Option Schemes, Long-Term Incentive Plan and the Deferred Cash Plan.
Incentive Share Plan – Performance Award
Details of Performance Awards made under the Incentive Share Plan were as follows:
Number of
shares at
1 January
2014 or
date of
appointment
Granted
during
the
year
Vested
during
the
year
Lapsed
during
the
year
Number
of shares
at 31
December
2014
34,020
41,005
41,968
116,993
9,427
9,427
–
–
–
–
–
–
–
(34,020)
–
–
–
–
–
–
–
–
41,005
41,968
(34,020)
82,973
–
–
9,427
9,427
Grant
date
11 March
2011
12 March
2012
11 March
2013
11 March
2013
End of
performance
period
31 December
2013
Vesting
date
12 March
2014
31 December
2014
12 March
2015
31 December
2015
11 March
2016
31 December
2015
11 March
2016
Executive
Steve Ingham
Steve Ingham
Steve Ingham
Total
Kelvin Stagg
Total
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directors’ remuneration report
The performance conditions relating to the Performance Awards made to the Executive Directors are noted below.
Value of Shares subject to Performance
conditions vesting on Award Date
Average annual growth in Company
EPS in excess of the increase in the
Retail Prices Index over three years
Shares with greater value than 75% of Participant’s salary at Award Date
Shares with value between 50% and 75% of Participant’s salary at Award Date
Shares with value up to 50% of Participant’s salary at Award Date
10%
7.5%
5%
Incentive Share Plan – Deferred Awards
Details of the Deferred Awards under the Incentive Share Plan that remain outstanding at 31 December 2014 are as follows:
Number of
shares at
1 January
2014 or
date of
appointment
Granted
during
the
year
Vested
during
the
year
Lapsed
during
the
year
Number
of shares
at 31
December
2014
End of
performance
period
Executive
Steve Ingham
Steve Ingham
Steve Ingham
Total
Kelvin Stagg
Total
Grant
date
11 March
2011
12 March
2012
11 March
2013
11 March
2013
68,039
82,011
83,937
233,987
18,854
18,854
–
–
–
–
–
–
(68,039)
–
–
(68,039)
–
–
–
–
–
–
–
–
–
82,011
83,937
165,948
18,854
18,854
Vesting
date
12 March
2014
12 March
2015
11 March
2016
N/A
N/A
N/A
11 March
2016
N/A
Long-Term Incentive Plan
Details of awards made under the Long-Term Incentive Plan that remain outstanding at 31 December 2014 are as follows:
Number of
shares at
1 January
2014 or
date of
appointment
Granted
during
the
year
Vested
during
the
year
Lapsed
during
the
year
Number
of shares
at 31
December
2014
–
–
227,273
227,273
70,248
see note
70,248 see note
–
–
–
–
–
–
–
–
227,273
227,273
70,248
70,248
Grant
date
11 March
2014
11 March
2014
End of
performance
period
Vesting
date
31 December
2016
11 March
2017
31 December
2016
11 March
2017
Executive
Steve Ingham
Total
Kelvin Stagg
Total
Note:
Kelvin Stagg was granted an award under the Long-Term Incentive Plan prior to the date of his appointment so the number of shares over which the award
was granted appears in both the date of appointment and granted during the year columns above.
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The performance criteria relating to the Long-Term Incentive Plan awards are as follows:
Performance measure
Weighting (% of award)
% of award vesting at threshold
Cumulative 3-year real EPS
62.5%
Comparator gross profit growth
12.5%
Strategic targets
25%
25%
25%
25%
The shares subject to the cumulative three-year EPS performance condition will vest as follows after the completion of the three
year performance period:
• 25% will vest for achieving three-year cumulative EPS of 57p;
• 100% of the shares will vest for achieving three-year cumulative EPS of 78p; and
• Between 25% to 100% of the shares will vest for three-year cumulative EPS in between 57p and 78p.
The shares subject to the comparator gross profit measure will vest as follows after the completion of the three year
performance period:
• 25% will vest for achieving the median gross profit growth of the comparator group;
• 100% of the shares will vest for achieving the upper quartile gross profit growth of the comparator group; and
• Between 25% to 100% of the shares will vest for achieving gross profit growth in between median and upper quartile.
The comparator group comprises the following companies and where relevant and practical, is measured only against organic
growth against relevant divisions: Adecco, Hays, Hudson, Manpower, Randstad, Robert Half, Robert Walters and SThree.
The Committee currently considers the targets for the other performance measures to be commercially sensitive and will
disclose the performance targets once the final vesting outcome has been determined.
Annual Bonus Plan
Details of awards made under the old Annual Bonus Plan that remain outstanding at 31 December 2014 are as follows:
Executive
Steve Ingham
Steve Ingham
Steve Ingham
Total
Grant
date
12 March
2012
11 March
2013
11 March
2013
Number of
shares at
1 January
2014
Granted
during
the
year
Vested
during
the
year
Lapsed
during
the
year
Number
of shares
at 31
December
2014
End of
performance
period
8,116
8,631
8,631
25,378
–
–
–
–
(8,116)
(8,631)
–
(16,747)
–
–
–
–
–
–
8,631
8,631
N/A
N/A
N/A
Vesting
date
12 March
2014
11 March
2014
11 March
2015
Kelvin Stagg does not hold any awards under the Annual Bonus Plan.
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directors’ remuneration report
Executive Share Option Scheme
Details of options granted under The Michael Page International plc Executive Share Option Scheme and the Michael Page 2009
Share Option Scheme that remain outstanding at 31 December 2014 are as follows:
The Michael Page Executive Share Option Scheme
Number of
shares at
1 January
2014 or
date of
appointment
Grant
date
Exercised
during
the
year
Lapsed
during
the
year
Number
of shares
at 31
December
2014
Exercise
price (p)
Exercise
period
Executive
Steve Ingham
28 February 2005
50,000
(50,0001)
Steve Ingham
10 March 2010
374,147
–
Total
Kelvin Stagg
10 March 2010
Total
424,147
(50,000)
50,000
50,000
–
–
–
–
–
–
–
–
190.75
2008-2015
374,1472
374,147
50,0002
50,000
381.5
2013-2020
–
381.5
2013-2020
Notes:
1. A gain of £79,371 was made on the 36,104 shares sold on exercise. A theoretical gain of £30,549 was made in respect of the 13,896 shares retained.
2.
At 31 December 2014 all options had vested and were available for exercise.
The market price of the shares as at 31 December 2014 was 411.9p per share, with a range during the year of 371.9p to 507p
per share.
The Michael Page 2009 Share Option Scheme
Upon appointment in June 2014, Kelvin Stagg held outstanding awards under the Michael Page 2009 Share Option Scheme
which had been awarded in respect of his prior role. The awards are set out below:
Number
of shares
at date of
appointment
Exercised
during
the
year
Lapsed
during
the
year
Grant
date
Number
of shares
at 31
December
2014
9 March 2009
11 March 2011
12 March 2012
20,000*
30,000
30,000
80,000
–
–
–
–
–
–
–
–
20,000
30,000
30,000
80,000
Exercise
price (p)
Exercise
period
187.50
2012-2019
491
477
2014-2021
2015-2022
Executive
Kelvin Stagg
Kelvin Stagg
Kelvin Stagg
Total
* At 31 December 2014 17,200 of the options had vested and were available for exercise.
Steve Ingham does not hold any options under the Michael Page 2009 Share Option Scheme.
Deferred Cash Plan
Upon appointment in 2014, Kelvin Stagg held an outstanding award under the Deferred Cash Plan which had been awarded in
respect of his prior role. Details of awards made under the Deferred Cash Plan that remain outstanding at 31 December 2014
are set out below:
Executive
Kelvin Stagg
Total
Grant
date
Award at
date of
appointment
Awards
made
during the
year
Vested
during
the
year
Lapsed
during
the
year
Awards
at 31
December
2014
Vesting date
12 March 2012
£40,000
£40,000
–
–
–
–
–
–
£40,000
12 March 2015
£40,000
Steve Ingham does not hold an award under the Deferred Cash Plan.
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Statement of Directors’ Shareholdings
It is the Company’s policy that Executive Directors are required to build and hold a direct beneficial holding in the Company’s
Ordinary shares of an amount equal to two times their base salary. As at 31 December 2014 Steve Ingham complied with this
requirement. Kelvin Stagg who was appointed a Director during the year under review is in the process of building the required
minimum holding.
The beneficial interests of the Directors who served during the year under review, and their connected persons, in the Ordinary
shares of the Company are shown in the table below. The table shows interests which are held outright and does not include
interests held in shares which are subject to ongoing vesting and/or performance conditions which are set out on pages 79 to 81
or share options which have vested but have not been exercised, as set out on page 82.
Ordinary
shares as at
1 January
2014 or
date of
appointment
Executive
Directors
Ordinary shares acquired on
vesting of share awards
ISP
ABP
ESOS
Total
Purchased
in year
Disposal
in year
Ordinary
shares
as at 31
December
2014
Value of
holding
as at 31
December
2014
Executive
Directors
Value of
holding
as at 31
December
2014 as a
% of
salary
Steve Ingham
1,677,716
68,039
16,747
50,000
134,786
Kelvin Stagg
14,804
–
–
–
–
–
–
(76,235)
1,736,267
£7,151,683
1,266
–
14,804
£60,977
20
Notes:
1.
2.
In addition to the Ordinary shares shown in the table above, Steve Ingham and Kelvin Stagg have a beneficial interest in the Ordinary shares shown on
pages 79 to 81 as outstanding awards under the Long-Term Incentive Plan, the Incentive Share Plan and the Annual Bonus Plan.
Steve Ingham: During the year under review 68,039 Ordinary shares vested pursuant to a performance award under the ISP
and 16,747 Ordinary shares vested pursuant to an award under the old Annual Bonus Plan.
3. The value of the Executive Directors’ holdings uses the closing share price on 31 December 2014 of 411.9p per share.
Non-Executive
Directors
Ordinary shares of 1p
As at 1 January 2014
Purchased in the year
As at 31 December
2014
Robin Buchanan
Direct Holding
93,040
44,987
138,027
No other Non-Executive Director held Ordinary shares in the Company during the year under review.
There have been no changes to the Directors’ shareholdings since 31 December 2014 to the date of this Directors’
Remuneration Report.
Relative Importance of Spend on Pay
The graph below shows details of the Company’s retained profit after tax, distributions by way of dividend, overall spend on pay
to all employees (see Note 4 in the financial statements on page 111) overall spend on Directors’ pay as included in the single
figure table on page 76 and the tax paid in the financial year. The percentage change to the prior year is also shown.
£m
400
300
200
100
0
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directors’ remuneration report
+2%
310.1 305.0
2014
2013
+39%
59.3
42.6
+6%
32.7 30.8
Profit after
tax (£m)
Dividends
paid (£m)
>100%
25.4
0
Shares
purchased by
the EBT (£m)
+4%
2.4
2.3
Overall spend
on Directors’
pay (£m)
-37%
15.4
24.4
Tax paid
(£m)
Overall spend
on pay (£m)
Service Contracts and Letters of Appointment
All Executive Directors’ service contracts contain a twelve month notice period. The service contracts also contain restrictive
covenants preventing the Executive Directors from competing with the Group for six months following the termination of their
employment and preventing the Executive Directors from soliciting key employees, clients and candidates of the employing
company and Group companies for twelve months following termination of employment. The Remuneration Committee has the
right to exercise mitigation in the event of termination.
Non-Executive Directors, including the Chairman of the Board, are engaged under letters of appointment and do not have
service contracts with the Company. They are appointed for a fixed term of three years, during which period the appointment
may be terminated by either party upon giving one month’s written notice or in accordance with the provisions of the Articles
of Association of the Company. There are no provisions on payment for early termination in the letters of appointment. After
the initial three-year term, they may be reappointed for a further term of three years, subject to annual re-election at the Annual
General Meeting. Copies of the service contracts and letters of appointment are available for inspection during normal business
hours at the Company’s registered office.
Executive Director
Service Contract date
Unexpired Term
Notice Period
Steve Ingham
Kelvin Stagg
31 December 2010
No specific term
6 June 2014
No specific term
12 months
12 months
Non-Executive Directors
Letter of Appointment Date Unexpired Term at 31 December 2014
Robin Buchanan
10 August 2014
Simon Boddie
Danuta Gray
David Lowden
Ruby McGregor-Smith
23 May 2013
24 September 2012
22 August 2012
10 December 2013
23 months
32 months
9 months
8 months
17 months
Implementation of the Remuneration Policy for Executive Directors in 2015
Base Salary
The base salaries of the Executive Directors were considered with reference to the general salaries across the Group Head
Office population and other market benchmarks. After consideration the Remuneration Committee decided to increase the
salary of the Chief Executive Officer and the Chief Financial Officer by 1.8% and 2.5% respectively.
Annual Bonus
The operation of the annual bonus will remain unchanged in 2015 with the same weighting between financial and other strategic
measures as in 2014. Performance against these measures and the relevant targets will be disclosed in next year’s Directors’
Remuneration Report.
Long-Term Incentive
The first award under the Long-Term Incentive Plan was made in March 2014, details of which can be found on page 80.
It is currently the Committee’s intent that in 2015 the face value of Long-Term Incentive Plan awards as a percentage of base
salary will be the same as in 2014: the face value at grant of the Long-Term Incentive Plan awards will be 200% of base
salary for the Chief Executive Officer and 150% of base salary for the Chief Financial Officer. The performance measures and
weightings for awards to be granted in 2015 will be the same as for the awards granted in 2014:
• Cumulative 3-year EPS (62.5% of award);
• Comparator Gross Profit (12.5% of award); and
• Strategic measures (25% of award).
Between 25% to 100% of the shares subject to the EPS performance condition will vest for three-year cumulative EPS in
between 66p and 87p. The comparator gross profit growth measure will be the same as for those Long-Term Incentive Plan
awards granted in 2014. The Committee currently considers the targets for the strategic measures to be commercially sensitive
and will disclose the performance targets once the final vesting outcome has been determined.
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Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Directors’ remuneration report
Pensions
In line with the Remuneration Policy the Executive Directors receive a contribution to a defined contribution pension scheme or
a cash equivalent. The Chief Executive Officer receives a contribution equivalent to 25% of his base salary. The Chief Financial
Officer receives a contribution equivalent to 20% of his base salary.
Implementation of the Remuneration Policy for the Chairman
and Non-Executive Directors in 2015
The fees per annum for the Board Chairman and the Non-Executive Directors have been agreed as follows:
31 December 2014
From March 2015
Chairman
Non-Executive basic fee
Additional fees payable:
Senior Independent Director
Chairman of the Audit Committee
£230,000
£51,000
£5,000
£14,000
Chairman of the Remuneration Committee
£14,000
£234,000
£52,000
£6,000
£14,000
£14,000
Total Shareholder Return
The performance graph below shows the movement in the value of £100 invested in the shares of the Company compared to
an investment in the FTSE250 index and the FTSE Support Services index over the period 31 December 2008 to 31 December
2014. The graph shows the Total Shareholder Return generated by the movement in the share price and the reinvestment of
dividends. The FTSE250 index and the FTSE Support Services indexes have been selected as the Company was a member of
each index throughout the period.
31 Dec 2008
31 Dec 2009
31 Dec 2010
31 Dec 2011
31 Dec 2012
31 Dec 2013
31 Dec 2014
287.9
263.6
255.3
298.5
265.3
220.7
300
250
200
150
100
100.0
270.7
191.9
163.2
181.3
150.6
132.5
217.7
201.8
201.7
173.6
172.6
162.6
Michael Page
FTSE 250
FTSE SS
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directors’ remuneration report
The table below shows the total remuneration of the Chief Executive Officer over the same six year period.
CEO
2009
2010
2011
2012
2013
2014
Single remuneration total
£1,010,000
£2,184,000
£1,647,000
£2,723,000
£1,318,000
£1,494,000
Short-term incentives
(% of maximum) (note 1)
Long-term incentives
(% of maximum) (note 1)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
58%
71%
N/A
N/A
Note:
1. Prior to 2012 the Company operated uncapped incentives which, by definition, did not have the concept of “maximum”. As a result it is not possible to
provide this information historically. However, following the changes in 2012 it is possible to provide this information for 2013 and 2014.
Statement of voting at the Annual General Meeting
At the Company’s Annual General Meeting held on 5 June 2014, shareholders approved the Remuneration Policy Report and
the Directors’ Remuneration Report. The table below shows the results of the voting on each resolution, which required a simple
majority of the votes cast to be in favour in order for each of the resolutions to be passed.
Resolutions
Votes For
%
Votes Against
% Votes Withheld
Remuneration Policy Report
263,878,771
98.70
3,467,477
1.30
10,806,402
Directors’ Remuneration Report
265,722,277
98.22
4,817,023
1.78
7,613,350
A full schedule in respect of shareholder voting on the above and all resolutions put to shareholders at the 2014 Annual General
Meeting is available on the Company’s website at www.page.com.
External Directorships
During the year Steve Ingham, Chief Executive Officer, earned and retained £42,500 (2013: £42,500) in respect of fees from his
role as a non-executive director of Debenhams plc. No other Executive Director earned any fees from external directorships.
The Directors’ Remuneration Report has been approved by the Board of Directors.
Signed on behalf of the Board of Directors
David Lowden
Chairman of the Remuneration Committee
10 March 2015
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Remuneration Policy Table for Executive Directors
Element
Salary
(Fixed pay)
Purpose and link
to strategy
Operation
Attract, retain
and reward high
calibre Executive
Directors
Salary levels (and subsequent increases) are set after reviewing
various factors including individual and Company performance,
role and responsibility, internal relativities such as the increases
awarded to other employees and prevailing market levels for
Executive Directors at companies of comparable status and
market value, taking into account the total remuneration package.
Salaries are normally reviewed annually.
Salary is paid monthly and increases are generally effective from
1 January.
Maximum opportunity
Current CEO salary level
is £565,000 which can be
increased in line with the
parameters set out under
the column ‘Operation’.
Aim for market competitive
salaries.
Salaries will not increase
by more than RPI +5%
except increases in
excess of this may be
awarded in the case of
new Executive Directors
where it is appropriate to
offer a below market salary
initially on appointment
and a series of staged
increases, subject
to performance and
experience in role, to bring
to a market competitive
salary.
Benefits
(Fixed pay)
Attract, retain
and reward high
calibre Executive
Directors
Competitive benefits including car allowance or company car
(including running costs), private medical insurance for the
individual and family, permanent health insurance and four times
salary life assurance.
Competitive benefits in
line with market practice.
Provision of
opportunities for
connecting with
clients, investors
and staff to
facilitate growth
strategy
Provision of relocation assistance and any associated costs or
benefits (including but not limited to housing benefits, personal
tax advice and school fees) upon appointment if/when applicable.
The Company may also provide tax equalisation arrangements.
Membership of clubs as appropriate for the development
of business.
Annual
Bonus
(Variable
pay)
Incentivise the
delivery of annual
financial and
strategic targets
At least half based on audited financial measures, such as
Profit Before Tax. No more than one half assessed against other
strategic targets.
Maximum award of 175%
of salary.
Any strategic element will be payable only if the Committee
is also satisfied in the circumstances with the underlying
performance of the business.
Performance below the threshold of the financial performance
target will result in zero payment of the financial element of the
annual bonus. Payments rise from 20% to 100% of the maximum
opportunity for levels of performance between the threshold and
maximum targets.
Clawback provisions will be put in place for misstatement
and misconduct.
87
directors’ remuneration report
Element
Deferred
Bonus Plan
(Variable
pay)
Purpose and link
to strategy
Operation
Focus Executive
Directors on
long-term
performance and
align the interests
of Executive
Directors with
shareholders
The terms of the new Deferred Bonus Plan, as referred to below,
were approved by shareholders at the 2013 AGM.
Compulsory deferral in shares applies to any annual bonus
payment above a hurdle of 125% of salary. The Committee can
lower the hurdle for compulsory deferral.
Deferred shares vest in equal amounts after one and two years.
Deferred shares are not subject to further performance conditions
as they are awarded in lieu of previously earned annual bonus.
Dividends accrue or are paid on unvested awards over the
vesting period.
Clawback provisions are in place for misstatement
and misconduct.
Maximum opportunity
Not applicable
(see “Annual Bonus”
section above).
Long-term
Incentive
Plan
(Variable
pay)
Incentivise share
ownership and
long-term
performance in
line with Group
strategy
The terms of the new Long-term Incentive Plan, as referred to
below, were approved by shareholders at the 2013 AGM.
Maximum award of 200%
of salary.
Awards are granted in the form of restricted shares or
nil-cost options.
Awards have a performance period of at least three financial
years.
At least 62.5% of any award is based on financial measures, such
as EPS.
At least 12.5% of any award will be based on relative growth
compared to a peer group.
The remainder of any award is subject to performance measures
based on long-term strategic objectives, such as people and
leadership development, strategy development, IT strategy and
Corporate Centre development, which are disclosed in the Annual
Report on Remuneration in the year of grant.
Performance below the threshold of the performance target for
the financial performance results in no vesting for the financial
element of the LTIP award. For performance between the
threshold target and maximum target, vesting starts at 25% and
rises to 100%.
There is no opportunity to re-test performance measures.
Vested shares must be held for a further two years if the
shareholding guideline (set out below in the section
“Executive shareholding guidelines”) has not been met.
Dividends accrue or are paid on unvested awards over the
vesting period.
Clawback provisions are in place for misstatement and
misconduct.
Pension
(Fixed pay)
Attract, retain
and fairly reward
high calibre
Executive
Directors
Executive Directors may receive a defined contribution pension
benefit or cash supplement.
CEO: 25% of salary.
Other Executive Directors:
20% of salary.
directors’ remuneration report
88
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Directors’ remuneration report
Policy Table for Board Chairman and Non-Executive Directors
The Board Chairman and Non-Executive Directors receive a fee for their services and do not receive any other benefits from the
Group, nor do they participate in any of the bonus or share schemes. The fees recognise the responsibility of the role and the
time commitments required, and are not performance related or pensionable. They are paid monthly in cash and there are no
other benefits.
Element
Fees
Purpose and
link to strategy Operation
Attract, retain and
fairly reward high
calibre individuals.
Reviewed by the Board after recommendation by the Chairman
and Chief Executive (and by the Committee in the case of the
Chairman) taking into account individual responsibilities, such as
committee Chairmanship, time commitment, general employee
pay increases, and prevailing market levels at companies of
comparable status and market value.
Fee increases are normally reviewed annually and are generally
effective from 1 January.
Maximum opportunity
The maximum
aggregate fees for all
Directors allowed by the
Company’s Articles of
Association is £600,000.
Current fee levels are
set out in the Directors’
Annual Remuneration
Report.
89
directors’ remuneration report
Directors’ report
Elaine Marriner
Company Secretary
The Directors present their Report together with the
consolidated financial statements for the year ended
31 December 2014.
This Report has been prepared in accordance with the
requirements outlined in The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 and forms part of the management report as required
under DTR4 of the Disclosure and Transparency Rules.
Certain information that fulfils the requirements of the
Directors’ Report can be found elsewhere in this document
as noted in the table below. This information is incorporated
into this Directors’ Report by reference. A summary of the
disclosures required to be made in, and incorporated into,
this Directors’ Report is given below.
Likely future developments
Policy on disability
Employee engagement
Greenhouse gas emissions
Names and biographies of Directors who served during the year
Directors’ interests
Results and dividends
Share capital and acquisition of own shares
Directors’ disclosure of information to the auditor in respect of the audit
Directors’ responsibility statement
Going concern
Appointment and replacement of Directors
Amendment of Articles of Association
Powers of Directors
Share capital and shareholder rights
• Substantial shareholders
• Restriction on transfer of shares
• Rights attaching to shares
• Restrictions on voting
• Details of employee share schemes
Principal subsidiary and associated undertakings and branches
Financial risk management
Related party transactions
Post balance sheet events
Page No.
6
92
92
22
57-60
79-83
91
91
94
93
94
65
129
129
91
130
129
129
120-121
116-117
122-126
127
127
directors’ report
90
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Directors’ report
Results and Dividends
The results for the year are set out in the Consolidated
Income Statement on page 99. An analysis of revenue,
profit and net assets by region is shown in Note 2 on
pages 109 to 110. A final dividend for 2013 of 6.75p per
Ordinary share was paid on 23 June 2014. An interim
dividend for 2014 of 3.42p per Ordinary share was paid
on 3 October 2014.
The Directors recommend the payment of a final dividend
for the year ended 31 December 2014 of 7.58p per Ordinary
share on 22 June 2015 to shareholders on the register of
members on 22 May 2015. If approved by shareholders at
the Annual General Meeting, this will result in a total dividend
for the year of 11p per Ordinary share (2013:10.5p).
Share Capital
As at 31 December 2014 the Company’s issued capital
comprised a single class of 321,900,790 Ordinary shares
of 1p each, totalling £3,219,007.90. At the Annual General
Meeting held on 5 June 2014 the shareholders authorised
the Company to purchase up to a maximum of 10% of
the issued share capital in the market. No shares were
repurchased during the year. A further resolution in this
respect will be put to shareholders at the forthcoming
Annual General Meeting.
During the year 1,074,623 shares were issued to satisfy
share options exercised. The Company reviews the
award of shares made under the various employee and
executive share plans in terms of their effect on dilution
limits and complies with the dilution limits recommended
by The Investment Association.
Substantial Shareholders
At 31 December 2014 the Company had been notified, in accordance with the FCA Disclosure and Transparency Rules, of the
following interests in its Ordinary share capital:
Shareholder
No of Ordinary shares % of Voting Rights
The Capital Group of Companies, Inc
Causeway Capital Management LLC
Lancaster Investment Management LLP
UBS Trustees (Jersey) Limited as Trustees of the
Michael Page Employee Benefit Trust
Franklin Templeton Institutional LLC
Harris Associates L.P.
FIL Limited
23,790,567
18,832,766
17,203,590
17,081,218
15,308,070
16,163,208
15,103,870
7.39
6.14
5.35
5.31
5.03
5.02
4.98
The following notifications were received during the period 1 January 2015 to 10 March 2015:
Shareholder
No of Ordinary shares % of Voting Rights
The Capital Group of Companies, Inc
Harris Associates L.P.
25,756,467
16,060,208
7.98
4.99
91
directors’ report
Political Contributions
No political contributions were made during the year. The
Company has a policy of not making political donations to
political organisations or independent election candidates
anywhere in the world as defined by the Political Parties,
Election and Referendums Act 2000.
Post Balance Sheet Events
There have been no signifcant post balance sheet events
since 31 December 2014.
Reappointment of Auditor
Ernst & Young LLP are willing to continue in office and
accordingly resolutions concerning their reappointment and
to authorise the Directors to set their remuneration will be
proposed at the forthcoming Annual General Meeting.
Annual General Meeting
The Annual General Meeting of the Company will be
held on 4 June 2015 and the notice of meeting can be
found on pages 132 to 136. It is also available on the
Company’s website www.page.com.
By order of the Board
Elaine Marriner
Company Secretary
10 March 2015
Employment Policy and
Employee Involvement
The Group continues to give full and fair consideration to
applications for employment made by disabled persons,
having regard to their respective aptitudes and abilities.
The policy includes, where practicable, the continued
employment of those who may become disabled during
their employment and the provision of training and career
development and promotion, where appropriate. The
Group also remains committed to employee involvement
throughout the business. Employees are kept well
informed of the performance and strategy of the Group
through personal briefings, regular meetings, emails and
other communications from the Chief Executive Officer
and members of the Executive Board. Further details of
employment policies and employee involvement can be
found in the Strategic Report on pages 3 to 4.
Directors’ Indemnities
The Company has not granted separate indemnities to
the Directors. The Company purchased and maintained
Directors’ and Officers’ Liability Insurance throughout the
period under review, which gives appropriate cover for legal
actions brought against the Directors.
Financial Instruments and Financial
Risk Management
Details of the Group’s use of financial instruments, including
financial risk management objectives and policies of the
Group, and exposure of the Group to certain financial risks
can be found in Note 21 on pages 122 to 126.
Significant Agreements Containing
Change of Control Provisions
The Company has an invoice discounting facility that
terminates on a change of control, with prepaid amounts
being repayable.
Directors’ and employees’ contracts do not normally provide
for payment for loss of office or employment as a result of a
change of control. However the Company operates several
share schemes for the benefit of its Executive Directors and
employees, the rules of which contain provisions which may
cause options and awards granted to vest on a change
of control.
directors’ report
92
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Directors’ statement
of responsibility
The Directors are responsible for preparing the Annual
Report and Accounts in accordance with applicable law
and regulations and keeping proper accounting records.
Detailed below are statements made by the Directors in
relation to their responsibilities, disclosure of information to
the Company’s auditor and going concern.
Financial Statements and
Accounting Records
Company law of England and Wales requires the Directors
to prepare for each financial year financial statements
which give a true and fair view of the state of affairs of the
Company and of the Group at the end of the financial year
and of the profit or loss of the Group for that period.
In preparing those financial statements the Directors are
required to:
(i) select suitable accounting policies and apply
them consistently;
(ii) make judgements and estimates that are reasonable
and prudent;
(iii) present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
(iv) state whether the Group financial statements have been
prepared in accordance with International Financial
Reporting Standards (‘IFRS’) as adopted for use in the
EU and Article 4 of the EU IAS Regulations;
(v) state whether the parent company financial statements
have been prepared in accordance with International
Financial Reporting Standards (‘IFRS’) as adopted for
use in the EU; and
(vi) prepare the financial statements on a going concern
basis unless it is inappropriate to presume that the
Company and the Group will continue in business.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time
the financial position of the Company and of the Group and
to enable them to ensure that the financial statements and
Directors’ Remuneration Report comply with the Companies
Act 2006 and for the consolidated financial statements,
Article 4 of the EU IAS Regulation. They are also responsible
for the system of internal control, for safeguarding the assets
of the Company and the Group and, hence, for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in
other jurisdictions.
Directors’ Responsibility Statement
The Board confirms to the best of its knowledge that:
(i) the Group and parent company financial statements,
prepared in accordance with IFRS as adopted by the
EU, give a true and fair view of the assets, liabilities,
financial position and profit of the Group and parent
company; and
(ii) the Directors’ Report and the Strategic Report include
a fair review of the development and performance of
the business and the position of the Group together with
a description of the principal risks and uncertainties that
it faces.
Directors’ Confirmation
The Directors are responsible for preparing the Annual
Report in accordance with applicable law and regulations.
Having taken advice from the Audit Committee, the Board
considers the Report and Accounts, taken as a whole,
as fair, balanced and understandable and that it provides
the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
Neither the Company nor the Directors accept any liability
to any person in relation to the Annual Report except to
the extent that such liability could arise under English law.
Accordingly, any liability to a person who has demonstrated
reliance on any untrue or misleading statement or omission
shall be determined in accordance with section 90A and
schedule 10A of the Financial Services and Markets
Act 2000.
93
directors’ statement of responsibility
Disclosure of Information to the Auditor
Having made the requisite enquiries, so far as the Directors
are aware as at the date of this Statement, there is no
relevant audit information (as defined by section 418(3) of
the Companies Act 2006) of which the Company’s auditor
is unaware and the Directors have taken all the steps
they ought to have taken to make themselves aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Going Concern
In adopting the going concern basis for preparing the
financial statements, the Directors have considered the
business activities of the Group as well as the principal risks
and uncertainties as set out on pages 43 to 46. Based on
the Group’s level of cash, the level of borrowing facilities
available, the geographical and discipline diversification, the
limited concentration risk, as well as the ability to manage
the cost base, the Directors are satisfied that the Group has
adequate resources to continue in operational existence
for the foreseeable future, being a period of at least twelve
months from the date of approval of these accounts. As a
result, the going concern basis continues to be appropriate
in preparing the financial statements.
By order of the Board
Elaine Marriner
Company Secretary
10 March 2015
directors’ statement of responsibility
94
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Independent Auditor’s Report to the
Members of Michael Page International plc
Opinion on financial statements
In our opinion the financial statements of the Group and
Company:
• give a true and fair view of the state of the Group’s and
of the parent company’s affairs as at 31 December 2014
and of the Group’s profit for the year then ended;
• have been properly prepared in accordance with IFRSs as
adopted by the European Union; and
• have been prepared in accordance with the requirements
of the Companies Act 2006 and, as regards the Group
financial statements, Article 4 of the IAS Regulation.
The financial statements comprise the Consolidated Income
Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Balance
Sheets, the Consolidated and Parent Company Statements
of Changes in Equity and the Consolidated and Parent
Company Cash Flow Statements and the related notes
1 to 25.
Principal risk area
Revenue recognition
There are two types of revenue, being permanent placement
and temporary placement. Total 2014 revenue from these two
categories was £1.05 billion, as disclosed in note 2.
For permanent placement revenue, there is a risk around
the timing of the recognition of revenue as a contract may
be agreed with a customer and candidate several months in
advance of the start of employment. There is also a risk that the
placement will not be taken up as agreed, which would result in
the reversal of previously recorded revenue.
For temporary placement revenue, the primary risk is the
period-end cut-off for temporary employees for which revenue
is recognised based on timesheets submitted.
Accounting for deferred tax assets and provisions for
transfer pricing
Gross deferred tax assets total £11.6 million, as detailed in
note 17. This risk concerns the judgements and estimates
applied in the recognition of deferred tax assets in respect of
unutilised losses and other temporary differences as supported
by taxable profit forecasts in the relevant jurisdictions.
PageGroup’s multi-national operating structure also gives
rise to a risk related to the determination of transfer pricing
provisions, which are included within the current tax liability
figure in note 8. This risk is impacted by international tax
legislation and the time taken for tax matters to be agreed with
the relevant tax authorities.
Our assessment of risk of material misstatement
The assessed risks of material misstatement described
below are those that had the greatest effect on our audit
strategy, the allocation of resources in the audit and the
direction of the efforts of the engagement team.
We have also set out how we tailored our audit to address
these specific areas in order to provide an opinion on the
financial statements as a whole. The Audit Committee’s
consideration of these risks is set out on page 71.
We consider the experience of the audit team to be a critical
factor in the identification of risks of material misstatements,
and the direction of audit effort and execution of audit
procedures to address the identified risks. Including the
current year under audit, the Senior Statutory Auditor has
led the audit engagement for four audit cycles, supported
by other key partners on significant components with an
average of 3.5 years of experience on the audit.
Audit response
We updated our understanding of the revenue processes at
all full scope and specific scope locations and tested key
management controls around recognition and measurement of
revenue, including non-completion of contractual placements,
at all full scope and seven of ten specific scope locations.
We selected a sample in all full scope and specific scope
locations of permanent and temporary placement revenue
transactions for detailed testing to verify that revenue had been
appropriately recognised in the correct period and to verify its
existence and valuation.
For all other locations, we performed audit procedures on a
country-by-country basis to address the risk of an undetected
material error occurring in these components. Such procedures
included analytical review of revenue and gross profit and ratio
analysis of key performance indicators including revenue and
gross profit per fee earner and the ratio of gross profit generated
from permanent and temporary placements.
Our audit procedures included using our own tax specialists
to assist where necessary in assessing and challenging the
assumptions and judgements included in the future taxable profit
forecasts in respect of the relevant components to the Group's
long-term forecasts. We considered historical levels of taxable
profits, Group management’s investment strategy and growth
forecasts, and consistency of the projections with other forecasts
made by management and approved by the Board, including
the 2015 Group budget and the five-year strategic plan. We
also tested the sensitivity of the amounts recognised based on
potential future taxable profit scenarios.
With assistance from our global tax specialists, we assessed
the Group’s transfer pricing position based on our knowledge
and experience of the application of international and local
legislation. We challenged the tax exposures estimated by
management and the associated risk analysis along with claims
or assessments made by tax authorities to date. We also
considered the adequacy of the Group’s disclosures in respect
of tax and uncertain tax positions.
95
Independent auditor”s report
Principal risk area
Audit response
Carrying value of intangible assets: Page Recruiting
System (PRS)
The net book value of this asset is £36.7 million, as included in
note 12. The risk concerns the carrying value of the intangible
asset relating to the operating system, PRS. The Group’s
assessment of the carrying value requires judgement as to the
future utilisation of assets and if the asset is fit for use by the
business and delivers the intended benefits.
We assessed the current status and future outlook of the roll-out
the PRS operating system and challenged management on
indicators of potential impairment. Where an indicator was noted
in relation to a component of the PRS asset having potentially
limited deployment, management performed an assessment of
impairment. We tested the principles and mathematical integrity
of the impairment model, tested the sensitivity of the discounted
cash flows underpinning the assessment to changes in the
judgements and assumptions used by management with regard
to future trading performance and the latest market expectations,
and considered historical forecasting accuracy.
We observed the use and benefits of the newly-implemented
front office applications in the UK and US locations in the year.
We tested the accuracy of the newly-implemented back-office
billing system in the US location using a sample of transactions.
We also viewed the upgraded website and compared the change
in functionality with the previous offering.
We met with the key individuals involved in the global roll-out
plan to understand the key progress milestones and challenges
to delivering against plan. We considered the ability of the
Group to deliver the plan based on the Board’s demonstrable
commitment to significant further rollout in 2015 and the
historical delivery record in 2013 and 2014.
We tested a sample of items capitalised in the year for
compliance with IFRS and Group asset capitalisation policy
and also considered the amortisation rate in comparison to the
period over which future economic benefits are expected to
be realised.
Our application of materiality
An overview of the scope of our audit
When establishing our overall audit strategy, we determined
a magnitude of uncorrected misstatements that we judged
would be material for the financial statements as a whole.
We determined materiality for the Group to be £3.9 million
(2013: £3.4 million), which is 5% of profit before tax and
exceptional items for the year ended 31 December 2014.
We consider profit before tax to be one of the principal
considerations for stakeholders in assessing the financial
performance of the Group and we have adjusted this figure
to exclude the impact of exceptional items which are
non-recurring.
We agreed with the Audit Committee that we would
report to the Committee all audit differences in excess of
£0.2 million (2013: £0.17 million), as well as differences
below that threshold that, in our view, warranted reporting
on qualitative grounds.
We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations.
Full scope locations are those in which we obtain audit
coverage over all financial statement line items related to
that location. Specific scope locations are those in which
we obtain audit coverage over selected financial statement
line items, which are determined based upon size and risk.
The audit procedures in full and specific scope locations
are performed by audit teams based in the corresponding
locations. Review scope locations are those for which
the financial statement line items are determined to be
immaterial individually and in the aggregate based on both
size and risk, and we therefore obtain audit coverage using
analytical procedures performed by the Group audit team.
Following our assessment of the risks of material
misstatement to the Group financial statements, we
performed audit procedures at the Group’s Head office and
in 12 countries which represent the principal business units
within the Group’s four reportable segments and account for
88% of the Group’s revenue, 82% of the Group’s gross profit
and 79% of the Group’s profit before tax and 83% of the
Group’s total assets.
Independent auditor”s report
96
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Of the 12 countries noted above, two, being the UK and
France, were subject to a full scope audit and represent
47% of the Group’s revenue and 40% of the Group’s gross
profit. A further 10 countries were subject to a specific
scope audit, where the extent of the audit work was based
on our assessment of the risk of material misstatement and
the materiality of the Group’s business operations at those
locations. Our audits in all full and specific scope countries
included specific audit testing of revenue and gross profit.
All audit work was performed at a materiality level calculated
by reference to a proportion of Group materiality appropriate
to the relative scale and risk of the business concerned,
ranging from £0.4m to £1.0m.
The Group audit team continued to follow a programme
of planned visits that has been designed so that a senior
member of the Group audit team visits each of the locations
designated as full scope for the Group audit at least once a
year. In the current year, the Senior Statutory Auditor visited
each full scope location and participated in the audit closing
meetings, including the discussion of fraud and error.
We included the full scope component teams in our group
audit planning briefing and interacted regularly with both full
and specific component teams where appropriate during
various stages of the audit. The Group audit team held four
regional audit closing meetings with regional management
and the Group CFO, which included the participation of all
full scope local audit teams and three specific scope local
audit teams, being Australia, Brazil and China, at which all
key areas of judgement were discussed and challenged.
The remaining 26 countries, representing 12% of revenue,
18% of gross profit, 21% of pre-tax profit and 17% of total
assets, were subjected to analytical review procedures on a
country-by-country basis designed to identify the existence
of any further risks of misstatement that were material to
the Group financial statements. None of these countries is
individually greater than 1.8% of revenue, 2.2% of gross
profit, 4.9% of pre-tax profit, or 1.9% of total assets.
We also obtained an understanding of the group wide entity
level controls over all components, including the level of
CEO, CFO and other group management visits, oversight
and review, and the scope of the annual Internal Audit
programme and the results of those visits.
Audit coverage
Full Scope
Specific Scope
Review Scope
12%
47%
41%
Revenue
Full scope
Specific scope
Review scope
18%
40%
Gross
profit
42%
Full scope
Specific scope
Review scope
21%
41%
Profit
before
tax
38%
Full scope
Specific scope
Review scope
17%
42%
Total assets
41%
Full scope
Specific scope
Review scope
97
Independent auditor”s report
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities
Statement set out on pages 93 to 94, the directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices
Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements
are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether
the accounting policies are appropriate to the group’s
and the parent company’s circumstances and have
been consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates
made by the directors; and the overall presentation of
the financial statements.
In addition, we read all the financial and non-financial
information in the Annual Report and Accounts to
identify material inconsistencies with the audited financial
statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent
with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent
material misstatements or inconsistencies we consider the
implications for our report.
Opinion on other matters prescribed by the
Companies Act 2006
In our opinion:
• the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with
the Companies Act 2006; and
• the information given in the Strategic Report and the
Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the
financial statements.
Matters on which we are required to report
by exception
We have nothing to report in respect of the following:
Under the ISAs (UK and Ireland), we are required to report to
you if, in our opinion, information in the annual report is:
• materially inconsistent with the information in the audited
financial statements; or
• apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Group acquired in
the course of performing our audit; or
• is otherwise misleading.
In particular, we are required to consider whether we have
identified any inconsistencies between our knowledge
acquired during the audit and the directors’ statement
that they consider the annual report is fair, balanced and
understandable and whether the annual report appropriately
discloses those matters that we communicated to the Audit
Committee which we consider should have been disclosed.
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements and the part of
the Directors’ Remuneration Report to be audited are not
in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by
law are not made; or
• we have not received all the information and explanations
we require for our audit.
Under the Listing Rules we are required to review:
• the directors’ statement, set out on page 94, in relation to
going concern; and
• the part of the Corporate Governance Statement relating
to the company’s compliance with the nine provisions of
the UK Corporate Governance Code specified for
our review.
This report is made solely to the company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
Iain Wilkie (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
10 March 2015
Independent auditor”s report
98
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM consolIDAteD IncoMe stAteMent
For the year ended 31 December 2014
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating profit
Financial income
Financial expenses
Profit before tax
Income tax (expense)/income
Profit for the year
Attributable to:
Owners of the parent
Earnings per share
Basic earnings per share (pence)
Diluted earnings per share (pence)
10
10
The above results relate to continuing operations.
Before
exceptional
items 2014
£’000
1,046,887
(514,070)
532,817
Exceptional
items
(note 5)
2014
£’000
After
exceptional
items 2014
£’000
Before
exceptional
items 2013
£’000
Exceptional
items
(note 5)
2013
£’000
After
exceptional
items 2013
£’000
– 1,046,887
1,005,502
–
(514,070)
(491,621)
–
532,817
513,881
– 1,005,502
–
–
(491,621)
513,881
(454,356)
1,631 (452,725)
(445,703)
(2,453)
(448,156)
78,461
1,631
80,092
68,178
(2,453)
65,725
488
(517)
–
298
488
(219)
78,432
1,929
80,361
531
(1,625)
67,084
–
(574)
(3,027)
531
(2,199)
64,057
(21,863)
833
(21,030)
(20,733)
(720)
(21,453)
56,569
2,762
59,331
46,351
(3,747)
42,604
Note
2
2
2
6
6
2
7
3
59,331
42,604
19.3
19.1
13.8
13.7
consolIDAteD stAteMent oF coMpreHensIve IncoMe
For the year ended 31 December 2014
Profit for the year
Other comprehensive loss for the year
Items that may subsequently be reclassified to profit and loss:
Currency translation differences
Total comprehensive income for the year
Attributed to:
Owners of the parent
2014
£’000
2013
£’000
59,331
42,604
(3,949)
55,382
(4,700)
37,904
55,382
37,904
99
financial statements
consolIDAteD AnD pArent coMpAnY BAlAnce sHeets
As at 31 December 2014
Note
Group
2014
£’000
2013
£’000
Company
2014
£’000
2013
£’000
Non-current assets
Property, plant and equipment
Intangible assets
- Goodwill and other intangibles
- Computer software (including
assets held under construction)
Investments
Deferred tax assets
Other receivables
Current assets
Trade and other receivables
Current tax receivable
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Bank overdrafts
Current tax payable
Net current assets/(liabilities)
Non-current liabilities
Other payables
Deferred tax liabilities
Total liabilities
Net assets
Capital and reserves
Called-up share capital
Share premium
Capital redemption reserve
Reserve for shares held in the employee benefit trust
Currency translation reserve
Retained earnings
Total equity
11
12
12
13
17
14
14
8
20
2
15
16
8
15
17
2
18
19
19
19
19
21,808
25,238
1,853
1,971
36,693
40,126
–
–
–
–
–
–
–
–
502,318
496,300
11,644
10,377
1,842
2,865
–
–
–
–
73,840
80,577
502,318
496,300
203,042
186,488
636,371
603,054
7,479
7,060
90,012
87,070
–
–
–
–
300,533
280,618
636,371
603,054
374,373
361,195
1,138,689
1,099,354
(135,888)
(133,664)
(660,925)
(607,776)
–
(1,676)
(14,910)
(11,780)
–
–
–
–
(150,798)
(147,120)
(660,925)
(607,776)
149,735
133,498
(24,554)
(4,722)
(4,743)
(2,609)
(7,352)
(4,697)
(891)
(5,588)
–
–
–
–
–
–
(158,150)
(152,708)
(660,925)
(607,776)
216,223
208,487
477,764
491,578
3,219
3,208
3,219
75,215
71,739
75,215
932
932
932
(72,407)
(50,022)
16,466
20,415
–
–
3,208
71,739
932
–
–
192,798
162,215
398,398
415,699
216,223
208,487
477,764
491,578
The financial statements of Michael Page International plc (Company Number 3310225) set out on pages 99-127 were approved by
the Board of Directors and authorised for issue on 10 March 2015.
Signed on behalf of the Board of Directors
Steve Ingham,
Chief Executive Officer
Kelvin Stagg,
Chief Financial Officer
financial statements
100
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
consolIDAteD stAteMent oF cHAnGes In eQuItY
For the year ended 31 December 2014
Called-
up share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Note
Reserve
for shares
held in the
employee
benefit trust
£’000
Currency
translation
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
2014
Balance at 1 January 2014
3,208
71,739
932
(50,022)
20,415
162,215
208,487
Currency translation differences
Net expense recognised
directly in equity
Profit for the year
Total comprehensive
(loss)/income for the year
Purchase of shares held in
employee benefit trust
Exercise of share plans
Transfer from reserve for shares
held in the employee benefit trust
Credit in respect of share schemes
Debit in respect of tax on
share schemes
Dividends
9
–
–
–
–
–
–
–
–
–
–
11
3,476
–
–
–
–
–
–
–
–
11
3,476
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(3,949)
(3,949)
–
–
–
59,331
(3,949)
(3,949)
59,331
(3,949)
59,331
55,382
(25,445)
–
3,060
–
–
–
(22,385)
–
–
–
–
–
–
–
–
(25,445)
467
3,954
(3,060)
7,069
–
7,069
(518)
(518)
(32,706)
(32,706)
(28,748)
(47,646)
Balance at 31 December 2014
3,219
75,215
932
(72,407)
16,466
192,798
216,223
Called-
up share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Note
Reserve
for shares
held in the
employee
benefit trust
£’000
Currency
translation
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
2013
Balance at 1 January 2013
3,178
60,221
932
(62,071)
25,115
154,013
181,388
Currency translation differences
Net expense recognised directly
in equity
Profit for the year
Total comprehensive
(loss)/income for the year
Exercise of share plans
Transfer from reserve for shares
held in the employee benefit trust
Credit in respect of share schemes
Credit in respect of tax on
share schemes
Dividends
9
Balance at 31 December 2013
–
–
–
–
–
–
–
–
30
11,518
–
–
–
–
–
–
–
–
30
3,208
11,518
71,739
101
financial statements
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
12,049
–
–
–
12,049
(4,700)
(4,700)
–
–
–
42,604
(4,700)
42,604
2,881
(4,700)
(4,700)
42,604
37,904
14,429
–
–
–
–
–
–
(12,049)
–
5,602
5,602
13
13
(30,849)
(30,849)
(34,402)
(10,805)
932
(50,022)
20,415
162,215
208,487
stAteMent oF cHAnGes In eQuItY – pArent coMpAnY
For the year ended 31 December 2014
Company
Note
Called-
up share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Retained
earnings
£’000
Total equity
£’000
Balance at 1 January 2014
3,208
71,739
932
415,699
491,578
Profit for the year
Total comprehensive income for
the year
Exercise of share plans
Credit in respect of share schemes
Dividends
9
–
–
11
–
–
11
Balance at 31 December 2014
3,219
–
–
3,476
–
–
3,476
75,215
–
–
–
–
–
–
8,336
8,336
8,336
–
7,069
8,336
3,487
7,069
(32,706)
(32,706)
(25,637)
(22,150)
932
398,398
477,764
Balance at 1 January 2013
3,178
60,221
932
413,266
477,597
Profit for the year
Total comprehensive income for
the year
Exercise of share plans
Credit in respect of share schemes
Dividends
9
–
–
30
–
–
30
Balance at 31 December 2013
3,208
–
–
11,518
–
–
11,518
71,739
–
–
–
–
–
–
27,680
27,680
27,680
–
5,602
27,680
11,548
5,602
(30,849)
(30,849)
(25,247)
(13,699)
932
415,699
491,578
financial statements
102
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM consolIDAteD AnD pArent coMpAnY cAsH FloW stAteMents
For the year ended 31 December 2014
Group
Company
Profit before tax
Exceptional items
Note
2
5
Profit before tax and exceptional items
Depreciation and amortisation charges
11/12
Loss on sale of property, plant and equipment, and
computer software
Share scheme charges
Net finance (income)/costs
Operating cash flow before changes in working
capital, finance costs and exceptional items
Increase in receivables
Increase/(decrease) in payables
Cash generated from underlying operations
Cash flow on exceptional items
Cash generated from operations
Income tax paid
Net cash from operating activities
Cash flows from investing activities
Purchases of investments
Proceeds in respect of share scheme recharges
to subsidiaries
Purchases of property, plant and equipment
Purchases of intangibles
Proceeds from the sale of property, plant and
equipment, and computer software
Interest received
5
11
12
2014
£’000
80,361
(1,929)
78,432
17,896
294
7,120
(269)
103,473
(22,212)
6,831
88,092
(1,098)
86,994
2013
£’000
64,057
3,027
67,084
17,461
10
5,611
1,668
2014
£’000
8,336
–
8,336
–
–
–
–
91,834
8,336
(8,506)
(33,317)
(4,822)
78,506
–
53,149
28,168
–
78,506
28,168
(15,357)
(24,367)
–
71,637
54,139
28,168
2013
£’000
27,680
–
27,680
–
–
–
–
27,680
(24,762)
13,517
16,435
–
16,435
–
16,435
–
–
–
–
(6,231)
(6,468)
(8,480)
(4,815)
824
505
565
531
–
(2,172)
1,051
5,018
–
–
–
–
–
–
–
–
Net cash (used in)/from investing activities
(11,370)
(12,199)
1,051
2,846
Cash flows from financing activities
Dividends paid
Interest paid
Issue of own shares for the exercise of options
Purchase of shares held in the employee
benefit trust
Net cash used in financing activities
Net increase/(decrease) in cash and
cash equivalents
Cash and cash equivalents at the beginning
of the year
Exchange loss on cash and cash equivalents
Cash and cash equivalents at the end of the year
20
(32,706)
(30,849)
(32,706)
(30,849)
–
3,954
(1,475)
14,429
–
3,487
–
11,548
(25,445)
–
–
–
(54,197)
(17,895)
(29,219)
(19,301)
6,070
24,045
85,394
(1,452)
90,012
61,373
(24)
85,394
–
–
–
–
(20)
20
–
–
103
financial statements
notes to tHe FInAncIAl stAteMents
For the year ended 31 December 2014
The adoption of these standards or interpretations did not have
any impact on the accounting policies, financial position or
performance of the Group.
1. Significant accounting policies
Statement of compliance
Michael Page International plc is a company incorporated
in the United Kingdom under the Companies Act.
The consolidated financial statements have been prepared
under the historical cost convention modified by the
revaluation of financial assets and liabilities (including derivative
instruments) at fair value through profit and loss. This is in
accordance with current International Financial Reporting
Standards (IFRS) as adopted by the European Union and
therefore complies with Article 4 of the EU IAS Regulation.
The company financial statements have been prepared under
the historical cost convention and in accordance with current
International Financial Reporting Standards (IFRS) as adopted
by the European Union.
Basis of preparation
The financial statements of Michael Page International plc
consolidate the results of the Company and all its subsidiary
undertakings. As permitted by Section 408 of the Companies
Act 2006, the profit and loss account of the Company has
not been included as part of these financial statements.
The Company’s profit for the financial year amounted to £8.3m
(2013: £27.7m). The decrease in the Company’s profit this year
is as a result of reduced dividend income.
Basis of consolidation
(i) Subsidiaries
The consolidated financial statements comprise the
financial statements of the Group and its subsidiaries as at
31 December 2014. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns
through its power over the investee.
Standards issued but not yet effective
The standards and interpretations that are issued, but not yet
effective, up to the date of issuance of the Group’s financial
statements are disclosed below. The Group intends to adopt
these standards, if applicable, when they become effective but
they are not expected to have any impact on the accounting
policy, financial position or performance of the Group.
•
•
IFRS 9 Financial Instruments
IAS 1 Disclosure Initiative – Amendments to IAS 1
IAS 16 and IAS 38 Clarification of Acceptable Methods of
•
Depreciation and Amortisation
•
IFRS 15 Revenue from contracts with customers
The Group has not early adopted any other standard,
interpretation or amendment that has been issued but is not
yet effective.
No other issued but not endorsed amendments to IFRS will
have a material impact on the Group’s financial statements
once they become endorsed and effective.
Going concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company and
the Group have adequate resources to continue in operational
existence for the foreseeable future. Thus, they continue to
adopt the going concern basis of accounting in preparing the
financial statements. Further detail is contained in the Directors’
Report on page 94.
Guarantee
The following UK subsidiaries of the Group are exempt from the
requirements of the Companies Act 2006 relating to the audit
of accounts by virtue of section 479A of this Act. The Company
has provided parent guarantees to these subsidiaries.
Accountancy Additions Limited (3573861)
(ii) Transactions eliminated on consolidation
Burhill Park Limited (2327468)
Intragroup balances and any unrealised gains and losses
or income and expenses arising from intragroup transactions,
are eliminated in preparing the consolidated financial
statements. Unrealised losses are eliminated in the same way
as unrealised gains, but only to the extent that there is no
evidence of impairment.
LPM (Group Services) Limited (1669129)
Michael Page International 1982 Limited (1676035)
Michael Page International Investment Limited (2329107)
Michael Page International Finance Limited (2319166)
Michael Page Limited (1609138)
Michael Page UK Limited (1273591)
Page Personnel (UK) Limited (2611561)
Sales Recruitment Specialists Limited (1475920)
Slamway Limited (1675975)
The Assessment Centre Limited (2049378)
(iii) Employee Benefit Trust
Shares in Michael Page International plc held by the trust are
shown as a reduction in shareholders’ funds.
Changes in accounting policy – new accounting
standards, interpretations and amendments
The accounting policies adopted are consistent with those
of the previous financial years except for the following
amendments to IFRS effective as of 1 January 2014:
IAS 32 Offsetting financial assets and liabilities –
•
Amendments to IAS32
IAS 36 Recoverable amount disclosures for
•
Non-Financial Assets
•
•
IFRS 10 Consolidated Financial Statements
IFRS 12 Disclosure of Interests in Other Entities
financial statements
104
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
a) Revenue and income recognition
Revenue, which excludes value added tax (“VAT”), constitutes
the value of services undertaken by the Group from its principal
activities, which are recruitment consultancy and other ancillary
services. These consist of:
•
•
revenue from temporary placements, which represents
amounts billed for the services of temporary staff, including
the salary cost of these staff. This is recognised when the
service has been provided;
revenue from permanent placements is typically based
on a percentage of the candidate’s remuneration package
and is derived from both retained assignments (income
recognised on completion of defined stages of work) and
non-retained assignments (income recognised at the date
an offer is accepted by a candidate and where a start
date has been determined). The latter includes revenue
anticipated, but not invoiced, at the balance sheet date,
which is correspondingly accrued on the balance sheet
within prepayments and accrued income. A provision is
made against accrued income for possible cancellations of
placements prior to, or shortly after, the commencement of
employment; and
•
revenue from amounts billed to clients for expenses incurred
on their behalf (principally advertisements) is recognised
when the expense is incurred.
Interest income is accrued on a time basis, by reference to
the principal outstanding and at the effective interest rate
applicable.
b) Cost of sales
Cost of sales consists of the salary cost of temporary staff and
costs incurred on behalf of clients, principally advertising costs.
c) Gross profit
Gross profit represents revenue less cost of sales and consists
of the total placement fees of permanent candidates, the
margin earned on the placement of temporary candidates and
the margin on advertising income.
d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of
the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates
(“the functional currency”). The consolidated financial
statements are presented in Sterling, which is the Company’s
functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the respective
functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in
the income statement.
(iii) Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the
presentation currency are translated into the presentation
currency as follows:
•
•
•
assets and liabilities for each balance sheet presented
are translated at the closing rate at the date of that
balance sheet;
income and expenses for each income statement are
translated at average exchange rates; and
all resulting exchange differences are recognised in other
comprehensive income.
e) Intangible assets
(i) Goodwill
Goodwill represents the excess of the cost of an acquisition
over the fair value of the Group’s share of the net identifiable
assets of the acquired subsidiary at the date of acquisition.
Goodwill on the acquisition of subsidiaries is included
in intangible assets. Goodwill is stated at cost less any
accumulated impairment losses. Goodwill is allocated to cash-
generating units and is not amortised, but is tested at least
annually for impairment (see accounting policy h). Gains and
losses on the disposal of an entity include the carrying amount
of goodwill relating to the entity sold.
(ii) Computer software
Computer software acquired or developed by the Group is
stated at cost less accumulated amortisation (see below).
The Group reviews intangible software assets for any
indication of impairment annually.
(iii) Software under construction
Software under construction relates to cost capitalised in
relation to the development of a new operating system and
related applications. Costs are capitalised when they fulfil the
criteria in IAS 38 regarding internally developed intangible
assets. While still under construction, assets are tested for
impairment annually. Assets are moved from software under
construction to computer software when they become available
for use.
(iv) Trademark
Acquired trademarks are stated at cost and are written down
over five years on a straight line basis, which represents the
estimated useful life of the intangible.
(v) Amortisation
Amortisation is charged to the income statement on a straight-
line basis over the estimated useful lives of intangible assets
unless such lives are indefinite. Goodwill has an indefinite
useful life. Computer software is amortised at 20% per annum
unless it is considered to have a shorter life, in which case
the period of amortisation is reduced. The cumulative amount
of goodwill written off directly to retained earnings in respect
of acquisitions prior to 31 December 1997 is £311.7m (2013:
£311.7m).
f) Property, plant and equipment
Property, plant and equipment are stated at original cost less
accumulated depreciation. Depreciation is calculated to write
off the cost less estimated residual value of each asset evenly
over its expected useful life at the following rates:
105
financial statements
•
Leasehold improvements 10% per annum or period of
lease if shorter
• Furniture, fixtures and equipment 10-20% per annum
• Motor vehicles 25% per annum
g) Investments
Fixed asset investments are stated at cost less provision
for impairment.
h) Impairment of assets
Assets that have an indefinite useful life are not subject to
amortisation and are tested annually for impairment. An
impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value
less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows (cash-
generating units).
A financial asset is assessed at each reporting date to
determine whether there is any objective evidence that
it is impaired.
A financial asset is considered to be impaired if objective
evidence indicates that one or more events has had a negative
effect on the estimated future cash flows of that asset. For
certain categories of financial asset, such as trade receivables,
assets that are assessed not to be impaired individually are
subsequently assessed for impairment on a collective basis.
Objective evidence of impairment for a portfolio of receivables
could include the Group’s past experience of collecting
payments, an increase in the number of delayed payments in
the portfolio, as well as observable changes in national or local
economic conditions that correlate with default on receivables.
The carrying amount of the financial asset is reduced by
the impairment loss directly for all financial assets with the
exception of trade receivables, where the carrying amount
is reduced through the use of an allowance account. When
a trade receivable is considered uncollectible, it is written
off against the allowance account. Subsequent recoveries
of amounts previously written off are credited against the
allowance account. Changes in the carrying amount of the
allowance account are recognised in the income statement.
i) Taxation
Income tax expense represents the sum of the current tax and
deferred tax charges. The tax currently payable is based on
taxable profit for the year. Taxable profit differs from profit as
reported in the income statement because it excludes items
of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or
deductible. The Group’s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted
by the balance sheet date.
Deferred tax is recognised on differences between the carrying
amounts of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of
taxable profit and is accounted for using the balance sheet
liability method.
Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to
the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries, except
where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will
not reverse in the foreseeable future. The carrying amount of
deferred tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient
taxable profits will be available.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the
asset realised.
Deferred tax is charged or credited to the income statement,
except when it relates to items charged or credited directly
to equity, in which case the deferred tax is also dealt with in
equity. Deferred tax assets and liabilities are offset when there
is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle
its current tax assets and liabilities on a net basis.
j) Pension costs
The Group operates defined contribution pension
schemes. The assets of the schemes are held separately
from those of the Group in independently administered funds.
The pension costs charged to the income statement represent
the contributions payable by the Group to the funds during
each period.
k) Leased assets
Leases are classified as finance leases whenever the terms
of the lease transfer substantially all the risks and rewards
of ownership to the lessee. All other leases are classified as
operating leases.
The Group does not currently have any finance leases.
Rentals under operating leases are charged to the income
statement on a straight-line basis over the term of the lease.
Benefits received and receivable as an incentive to enter into
an operating lease are also spread on a straight-line basis over
the lease term.
l) Segment reporting
IFRS 8 requires operating segments to be identified on the
basis of internal reports about components of the Group that
are regularly reviewed by the Board to allocate resources to
the segments and to assess their performance. Information
provided to the Board is focused on regions and as a result,
reportable segments are on a regional basis.
m) Dividend distribution
Dividend distribution to the Company’s shareholders is
recognised as a liability in the Group’s financial statements
in the period in which the dividends are approved by
(for final dividends) or paid to (for interim dividends) the
Company’s shareholders.
financial statements
106
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM n) Share-based compensation
The Group operates a number of equity-settled, share-based
compensation plans. The accounting treatments for the Group
and parent company are similar and are described below:
(i) Share option schemes
The fair value of the employee services received in exchange
for the grant of the options is recognised as an expense in
the income statement of the Group with a corresponding
adjustment to equity. In the parent company, it is capitalised
as an investment, with a corresponding adjustment to equity.
The total amount to be expensed over the vesting period is
determined by reference to the fair value of the options granted,
excluding the impact of any non-market vesting conditions (for
example, earnings per share). Non-market vesting conditions
are included in assumptions about the number of options that
are expected to become exercisable. At each balance sheet
date, the estimate of the number of options that are expected
to become exercisable is revised. The Group recognises the
impact of the revision of original estimates, if any, in the income
statement, and the corresponding adjustment to equity over the
remaining vesting period. In the parent company, it is capitalised
as an investment, with a corresponding adjustment to equity.
(ii) Deferred Annual Bonus and Long-Term Incentive Plans
Where deferred awards are made to Directors and senior
executives under either the Incentive Share Plan or the Annual
Bonus Scheme, to reflect that the awards are for services over
a longer period, the value of the expected award is charged
to the income statement of the Group on a straight-line basis
over the vesting period to which the award relates. In the
parent company, it is capitalised as an investment, with a
corresponding adjustment to equity.
o) Repurchase of share capital
When share capital recognised as equity is repurchased,
the amount of the consideration paid, including any directly
attributable costs, is recognised as a change in equity.
p) Provisions
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of
a past event, and it is probable that an outflow of economic
benefits will be required to settle the obligation. Provisions are
measured at the Directors’ best estimate of the expenditure
required to settle the obligation at the balance sheet date, and
are discounted to present value where the effect is material.
q) Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use
or sale are capitalised as part of the cost of the asset. All
other borrowing costs are expensed in the period they occur.
Borrowing costs consist of interest and other costs that an
entity incurs in connection with the borrowing of funds. The
Group has not capitalised any borrowing costs in either the
current or preceding years.
r) Financial assets and liabilities
Financial assets and liabilities are recognised in the Group’s
balance sheet when the Group becomes a party to the
contractual provisions of the instrument. Non-derivative
financial instruments comprise trade and other receivables,
cash and cash equivalents, loans and borrowings and trade
and other payables.
Trade receivables and other receivables that have fixed or
determinable payments that are not quoted in an active
market are classified as loans and receivables. Loans and
receivables are measured at amortised cost using the effective
interest method, less any impairment. Interest income is
recognised by applying the effective interest rate, except for
short-term receivables when the recognition of interest would
be immaterial.
Cash and cash equivalents includes cash-in-hand, deposits
held at call with banks, and other short-term highly liquid
investments with original maturities of three months or less.
Bank overdrafts that are repayable on demand and form an
integral part of the Group’s cash management are included as a
component of cash and cash equivalents for the purpose of the
statement of cash flows.
Trade and other payables are stated at cost. Other financial
liabilities, including borrowings, are initially measured at fair
value, net of transaction costs.
The Group has derivative contracts at the balance sheet
date that have been valued at fair value through the income
statement.
Where deemed significant, fair values are adjusted to reflect the
impact of our credit risk for the derivatives that are in a liability
position and counterparty credit risk for the derivatives that are
in an asset position.
s) Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates and
judgements. It also requires management to exercise judgement
in the process of applying the Company’s accounting policies.
Estimates and judgements are continually evaluated and are
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances.
In particular, information about significant areas of estimation
uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amount
recognised in the financial statements are described in the
following notes:
• Note 1 – revenue recognition
In making its judgement, management considered the
detailed criteria for the recognition of revenue from permanent
placements where a position has been accepted by a
candidate, a start date agreed, but employment has not yet
commenced. A provision is made by management, based
on past historical experience, for the proportion of those
placements where the candidate is expected to reverse their
acceptance prior to the start date.
• Note 8 – current tax assets and liabilities
The Group, being a multinational company, is subject to both
international and local transfer pricing legislation. Management
has reviewed the transfer pricing position to ensure any
potential exposure is adequately provided.
107
financial statements
• Note 12 – intangibles
The Group determines whether goodwill and other intangible
assets are impaired on an annual basis or otherwise when
changes in events or situations indicate that the carrying value
may not be recoverable. This requires an estimation of the
recoverable amount of the cash generating unit to which the
assets are allocated. Estimating the value-in-use requires the
Group to make an estimate of the future cash flows from the
cash-generating unit and also to choose a suitable discount
rate in order to calculate the present value of those cash flows.
• Note 14 – trade and other receivables
There is uncertainty regarding customers who may not
be able to pay as their invoices fall due. In reviewing the
appropriateness of the provisions in respect of recoverability
of trade receivables, consideration has been given to the
economic climate in the respective markets, the ageing of the
debt and the potential likelihood of default.
• Note 17 – deferred tax
Management has estimated the likely value of deferred tax
assets in respect of trading losses carried forward.
• Note 18 – share-based payments
The Group’s policy for share-based payments is stated in
note 1 (n). The equity settled share-based payments charge
is partly derived from estimates of factors such as lapse
rates and achievement of performance criteria. It is also
derived from assumptions such as the future volatility of the
Company’s share price, expected dividend yields and risk-free
interest rates.
t) Exceptional items
Exceptional items are those items the Group considers
to be one-off or material in nature that should be brought
to the reader’s attention in understanding the Group’s
financial performance.
financial statements
108
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM 2. Segment reporting
All revenues disclosed are derived from external customers.
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 1. Segment
operating profit represents the profit earned by each segment including allocation of central administration costs. This is the measure
reported to the Group’s Board the chief operating decision maker, for the purpose of resource allocation and assessment of segment
performance.
(a) Revenue, gross profit and operating profit by reportable segment
Asia Pacific
Australia and New Zealand
110,025
34,400
4,675
Asia
83,454
71,139
15,301
Total – Asia Pacific
193,479
105,539
19,976
2014
EMEA
United Kingdom
Americas
Operating profit
Financial expenses
Revenue/gross profit/profit before tax
1,046,887
532,817
78,432
1,929
80,361
Operating Profit
Revenue
2014
£’000
Gross
Profit
2014
£’000
Before
exceptional
items
2014
£’000
Exceptional
items
(note 5)
2014
£’000
After
exceptional
items
2014
£’000
419,667
212,042
30,120
1,631
31,751
325,708
138,361
24,066
–
–
–
–
–
24,066
4,675
15,301
19,976
4,299
108,033
76,875
4,299
–
–
–
–
78,461
1,631
80,092
(29)
298
269
Operating Profit
Revenue
2013
£’000
Gross
Profit
2013
£’000
Before
exceptional
items
2013
£’000
Exceptional
items
(note 5)
2013
£’000
After
exceptional
items
2013
£’000
407,013
207,771
298,579
124,060
110,642
78,754
39,730
66,076
189,396
105,806
25,925
18,387
6,700
12,543
19,243
110,514
76,244
4,623
(2,453)
–
–
–
–
–
–
–
–
–
68,178
(1,094)
67,084
(2,453)
(574)
(3,027)
23,472
18,387
6,700
12,543
19,243
4,623
65,725
(1,668)
64,057
2013
EMEA
United Kingdom
Asia Pacific
Australia and New Zealand
Asia
Total – Asia Pacific
Americas
Operating profit
Financial expenses
Revenue/gross profit/profit before tax
1,005,502
513,881
The above analysis by destination is not materially different to the analysis by origin.
The analysis opposite is of the carrying amount of reportable segment assets, liabilities and non-current assets. Segment assets and
liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The individual reportable segments exclude income tax assets and liabilities. Non-current assets include property, plant and
equipment, computer software, goodwill and other intangibles.
109
financial statements
(b) Segment assets, liabilities and non-current assets by reportable segment
EMEA
United Kingdom
Asia Pacific
Australia and New Zealand
Asia
Total – Asia Pacific
Americas
Segment assets/liabilities
Income tax
EMEA
United Kingdom
Asia Pacific
Australia and New Zealand
Asia
Total – Asia Pacific
Americas
(c) Revenue and gross profit by discipline
Finance and Accounting
Legal, Technology, HR, Secretarial and other
Total Assets
Total Liabilities
2014
£’000
2013
£’000
135,374
124,070
118,042
130,280
27,265
43,457
70,722
21,492
40,926
62,418
2014
£’000
68,947
40,608
9,079
11,301
20,380
2013
£’000
68,912
42,733
8,310
8,785
17,095
42,756
37,367
13,305
12,188
366,894
354,135
143,240
140,928
7,479
7,060
14,910
11,780
374,373
361,195
158,150
152,708
Property, Plant and
Equipment
Intangible Assets
2014
£’000
6,142
7,175
1,643
1,643
3,286
2013
£’000
7,668
7,307
1,799
2,100
3,899
2014
£’000
457
2013
£’000
441
37,134
41,078
134
60
194
78
49
127
5,205
6,364
761
451
21,808
25,238
38,546
42,097
Revenue
Gross Profit
2014
£’000
2013
£’000
2014
£’000
2013
£’000
465,250
464,763
211,366
211,658
240,105
230,490
107,210
105,275
Engineering, Property & Construction, Procurement & Supply Chain
193,922
181,343
107,729
100,977
Marketing, Sales and Retail
147,610
128,906
106,512
95,971
1,046,887
1,005,502
532,817
513,881
(d) Revenue and gross profit generated from permanent and temporary placements
Permanent
Temporary
Revenue
Gross Profit
2014
£’000
2013
£’000
2014
£’000
2013
£’000
416,275
403,051
406,086
392,213
630,612
602,451
126,731
121,668
1,046,887
1,005,502
532,817
513,881
financial statements
110
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM 3. Profit for the year
Profit for the year is stated after charging:
Employment costs (note 4)
Net exchange losses
Depreciation of property, plant and equipment – owned (note 11)
Amortisation of intangibles (note 12)
Impairment of trade receivables (note 21)
Loss on sale of property, plant and equipment and computer software
Operating lease rentals
– Land and buildings
– Plant and machinery
Fees payable to the Company’s auditor:
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts
Fees payable to the Company’s auditor and associates for other services:
– The audit of the Company’s subsidiaries pursuant to legislation
– Audit related assurance services
Total audit fees
– Tax compliance services for the Company and its subsidiaries
– Tax advice for the Company, its subsidiaries and individual employees
in relation to moving employees internationally
– Tax advisory services
Total non-audit fees
Total fees
4. Employee information
2014
£’000
2013
£’000
310,122
305,038
150
7,922
9,974
7,230
294
26,211
4,721
100
10,661
6,800
6,960
10
27,733
5,117
156
424
120
700
172
143
18
333
124
352
82
558
173
140
204
517
1,033
1,075
The average number of employees (including Executive Directors) during the year and total number of employees (including Executive
Directors) at 31 December 2014 were as follows:
Management
Client services
Administration
Employment costs (including Directors’ emoluments) comprised:
Wages and salaries
Social security costs
Pension costs – defined contribution plans
Share-based payments and deferred cash plan
2014
Average
No.
2013
Average
No.
At 31 Dec
2014
No.
At 31 Dec
2013
No.
311
3,782
1,321
5,414
285
3,405
1,373
5,063
318
3,960
1,300
5,578
288
3,522
1,320
5,130
2014
£’000
2013
£’000
256,187
253,433
32,498
14,000
7,437
32,385
12,079
7,141
310,122
305,038
No staff are employed by the parent company (2013: none) hence no remuneration has been disclosed for the Company.
Remuneration for Directors for their services on behalf of the parent company are included in the Director’s Remuneration Report
on pages 74 to 86.
111
financial statements
5. Exceptional items
French Profit Share
In October 2013, Page Personnel France (PPF) received notice from the Competent Authorities of the UK and France of their decision
regarding a transfer pricing case that had arisen as a result of a tax audit in March 2008. The decision, which was unexpected, increased
the profit generated by PPF, which, as per the mandatory profit share or “participation aux résultats de l’entreprise” that is particular
to France, drove a requirement to pay increased employee profit share, both to employees of PPF and also to the temporary workers
placed by that company. As a result, the Group took in 2013 an exceptional charge of £2.5m relating to prior periods, and £0.6m that
was included within operating profits from trading activities.
In December 2014, PPF received notice from the French tax authorities that they would not be seeking to make any further transfer
pricing adjustments as a result of their audit of the tax years 2011 and 2012. In addition, as no assessment was raised within the
statutory timeframe, there will be no adjustment for the 2010 tax year. Accordingly, in 2014, the Group has recorded £1.6m relating to the
reversal of amounts that were previously provided as an exceptional charge and a further £0.6m that is included within operating profit.
There is also a release of £0.3m of exceptional interest and £0.8m of income tax relating to this exceptional item.
6. Financial income/(expenses)
Financial income
Bank interest receivable
Financial expenses
Bank interest payable
Exceptional interest (Note 5)
7. Taxation on profits on ordinary activities
The charge for taxation is based on the effective annual tax rate of 26.2% on profit before tax (2013: 33.5%).
Analysis of charge in the year
UK income tax at 21.5% (2013: 23.25%) for year
Adjustments in respect of prior year
Overseas income tax
Deferred tax expense
Adjustment in respect of prior year
Origination and reversal of temporary differences
Recognition of previously unrecognised losses
Charge/(benefit) of tax losses recognised
Deferred tax income
Total income tax expense in the income statement
2014
£’000
2013
£’000
488
488
(517)
298
(219)
2014
£’000
8,999
(2,097)
14,439
21,341
2,140
(709)
(2,209)
467
(311)
21,030
531
531
(1,625)
(574)
(2,199)
2013
£’000
9,527
458
13,403
23,388
(125)
(1,666)
–
(144)
(1,935)
21,453
Final determination of taxable impact of certain items has resulted in a prior year reclassification between current and deferred tax.
Reconciliation of effective tax rate
Profit before taxation
Profit on ordinary activities before tax multiplied by the
standard rate of corporation tax in the UK
Effects of:
Disallowable items and other permanent timing differences
Unrelieved overseas losses
Utilisation of losses not previously recognised
Recognition of overseas losses
Higher tax rates on overseas earnings
Movement of rate difference
Adjustment to tax charge in respect of prior periods
Tax expense and effective rate for the year
Tax recognised directly in equity
Relating to equity settled transactions
2014
£’000
80,361
%
2013
£’000
64,057
%
17,278
21.5
14,893
23.3
91
288
(1,211)
(2,209)
6,784
(35)
44
21,030
0.1
0.4
(1.5)
(2.7)
8.4
(0.1)
0.1
26.2
(2,212)
340
(591)
–
8,748
(58)
333
21,453
2014
£’000
518
(3.5)
0.5
(0.9)
–
13.7
(0.1)
0.5
33.5
2013
£’000
(13)
financial statements
112
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM 8. Current tax assets and liabilities
The current tax asset of £7.5m (2013: £7.1m), and current tax liability of £14.9m (2013: £11.8m) for the Group, and current tax asset
and liability of £nil (2013: £nil) for the parent company, represent the amount of income taxes recoverable and payable in respect of
current and prior periods.
9. Dividends
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 31 December 2013 of 7.25p per ordinary share (2012: 6.75p)
Interim dividend for the year ended 31 December 2014 of 3.42p per ordinary share (2013: 3.25p)
2014
£’000
2013
£’000
22,220
10,486
32,706
20,798
10,051
30,849
Amounts proposed as distributions to equity holders in the year:
Proposed final dividend for the year ended 31 December 2014 of 7.58p per ordinary share (2013: 7.25p)
23,232
22,192
The proposed final dividend had not been approved by shareholders at 31 December 2014 and therefore has not been included as a
liability. The comparative final dividend at 31 December 2013 was also not recognised as a liability in the prior year.
The proposed final dividend of 7.58p (2013: 7.25p) per ordinary share will be paid on 22 June 2015 to shareholders on the register at
the close of business on 22 May 2015, subject to approval by shareholders.
When the Company pays a dividend to shareholders, there may be income tax consequences. The impact will depend upon the
individual circumstances of the shareholder.
10. Earnings per ordinary share
The calculation of the basic and diluted earnings per share is based on the following data:
Earnings
Earnings for basic and diluted earnings per share (£‘000)
Exceptional items (£’000) (note 5)
Earnings for basic and diluted earnings per share before exceptional items (£’000)
Number of shares
Weighted average number of shares used for basic earnings per share (‘000)
Dilutive effect of share plans (‘000)
Diluted weighted average number of shares used for diluted earnings per share (‘000)
Basic earnings per share (pence)
Diluted earnings per share (pence)
Basic earnings per share before exceptional items (pence)
Diluted earnings per share before exceptional items (pence)
The above results relate to continuing operations.
2014
£’000
2013
£’000
59,331
(2,762)
56,569
42,604
3,747
46,351
number
number
308,020
307,858
2,303
2,561
310,323
310,419
pence
pence
19.3
19.1
18.4
18.2
13.8
13.7
15.1
14.9
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Employee Benefit Trust and held in
the reserve.
Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. This calculation determines the number of shares that could have been acquired at
fair value (determined as the average market price of the Company’s shares) based on the monetary value of the subscription rights
attached to the outstanding share options. The number of shares calculated in the basic earnings per share is then adjusted to reflect
the number of shares deemed to be issued for nil consideration as a result of the potential exercise of existing share options.
The remaining share options that are currently not dilutive and hence excluded from the dilutive earnings per share calculation remain
potentially dilutive until they are either exercised or they lapse.
113
financial statements
11. Property, plant and equipment
Group
Cost
At 1 January
Additions
Disposals
Effect of movements in foreign exchange
At 31 December
Depreciation
At 1 January
Charge for the year
Disposals
Effect of movements in foreign exchange
At 31 December
Net book value
At 31 December
Group
Cost
At 1 January
Additions
Disposals
Effect of movements in foreign exchange
At 31 December
Depreciation
At 1 January
Charge for the year
Disposals
Effect of movements in foreign exchange
At 31 December
Net book value
At 31 December
2014
Leasehold
improve-
ments
£’000
Furniture,
fixtures and
equipment
£’000
Motor
vehicles
£’000
35,318
50,448
2,924
(3,784)
(762)
33,696
2,280
(3,170)
(1,508)
48,050
2,849
1,027
(1,162)
(92)
2,622
Total
£’000
88,615
6,231
(8,116)
(2,362)
84,368
23,543
38,633
1,201
63,377
3,490
(3,556)
(534)
22,943
3,760
(2,735)
(1,170)
38,488
672
(707)
(37)
1,129
7,922
(6,998)
(1,741)
62,560
10,753
9,562
1,493
21,808
2013
Leasehold
improve-
ments
£’000
Furniture,
fixtures and
equipment
£’000
Motor
vehicles
£’000
Total
£’000
34,984
50,630
3,129
88,743
4,682
2,885
913
8,480
(3,484)
(1,666)
(1,045)
(6,195)
(864)
(1,401)
35,318
50,448
(148)
2,849
(2,413)
88,615
22,306
36,346
1,178
59,830
5,086
4,816
(3,416)
(1,499)
(433)
(1,030)
759
(658)
(78)
10,661
(5,573)
(1,541)
23,543
38,633
1,201
63,377
11,775
11,815
1,648
25,238
financial statements
114
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM 12. Intangible assets
2014
Computer
software,
assets
under
construction
£’000
Computer
software
£’000
Subtotal
£’000
Goodwill
£’000
Trademark
£’000
Subtotal
£’000
Total
56,777
1,145
(39)
2,209
5,323
–
5,713
(5,713)
58,986
6,468
(39)
–
(269)
–
(269)
1,539
746
2,285
61,271
–
–
–
–
–
–
–
–
–
–
–
–
6,468
(39)
–
(269)
63,327
1,819
65,146
1,539
746
2,285
67,431
18,860
9,856
(39)
(224)
28,453
–
–
–
–
–
18,860
9,856
(39)
(224)
28,453
–
–
–
–
–
314
118
–
–
314
118
–
–
19,174
9,974
(39)
(224)
432
432
28,885
34,874
1,819
36,693
1,539
314
1,853
38,546
2013
Computer
software,
assets
under
construction
£’000
Computer
software
£’000
Subtotal
£’000
Goodwill
£’000
Trademark
£’000
Subtotal
£’000
Total
16,625
38,053
54,678
1,539
746
2,285
56,963
305
(120)
4,510
–
40,274
(40,274)
4,815
(120)
–
(307)
(80)
(387)
–
–
–
–
–
–
–
–
–
–
–
–
4,815
(120)
–
(387)
56,777
2,209
58,986
1,539
746
2,285
61,271
12,672
6,680
(260)
11
(243)
18,860
–
–
–
–
–
–
12,672
6,680
(260)
11
(243)
18,860
–
–
–
–
–
–
194
120
–
–
–
194
120
–
–
–
12,866
6,800
(260)
11
(243)
314
314
19,174
37,917
2,209
40,126
1,539
432
1,971
42,097
Group
Cost
At 1 January
Additions
Disposals
Transfers
Effect of movements in
foreign exchange
At 31 December
Amortisation
At 1 January
Charge for the year
Disposals
Effect of movements in
foreign exchange
At 31 December
Net book value
At 31 December
Group
Cost
At 1 January
Additions
Disposals
Transfers
Effect of movements in
foreign exchange
At 31 December
Amortisation
At 1 January
Charge for the year
Disposals
Transfers
Effect of movements in
foreign exchange
At 31 December
Net book value
At 31 December
115
financial statements
Impairment tests for goodwill
Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to the country of operation. A summary of the
goodwill allocation is presented below:
UK
USA
Singapore
2014
£’000
1,274
214
51
2013
£’000
1,274
214
51
1,539
1,539
In assessing value in use, the estimated future cash flows are calculated by preparing cash flow forecasts derived from the most
recent financial budget, management projections for five years, followed by an assumed growth rate of 3%, which does not exceed
the long-term average growth rate of the relevant markets and reflects long-term wage inflation fee growth. Management applied a
discount rate of 8%, representing the weighted average cost of capital for the Group, to the estimated future cash flows to calculate
the terminal value of those cash flows. If the recoverable amount of an asset is estimated to be less than its carrying amount, the
carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense. Management
believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of goodwill
allocated to any CGU to materially exceed its recoverable amount.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. It is the
opinion of the Directors that at 31 December 2014 there was no impairment of goodwill.
13. Investments
Company
Cost at 1 January 2014
Transactions relating to share plans for subsidiaries’ employees
Cost at 31 December 2014
Subsidiary undertakings
£’000
496,300
6,018
502,318
The Company’s principal subsidiary undertakings at 31 December 2014, their principal activities and countries of incorporation are
set out below:
Name of undertaking
Country of incorporation
Principal activity
Michael Page International Argentina SA
Michael Page International (Australia) Pty Limited
Michael Page International GmbH
Michael Page International (Belgium) NV/SA
Page Interim (Belgium) NV/SA
Michael Page International (Brasil) SC Ltd
Page Personnel Recruit. Especializ. E Servs. Corpor. Ltda
Michael Page International Canada Limited
Michael Page International Chile Ltda
Michael Page (Beijing) Recruitment Co. Ltd
Michael Page (Shanghai) Recruitment Co. Ltd
Michael Page International Colombia SAS
Michael Page International (France) SAS
Michael Page Financial Services SAS
Page Personnel SAS
Michael Page International (Deutschland) GmbH
Page Personnel (Deutschland) GmbH
Argentina
Australia
Austria
Belgium
Belgium
Brazil
Brazil
Canada
Chile
China
China
Colombia
France
France
France
Germany
Germany
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Support services
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
financial statements
116
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Name of undertaking
Country of incorporation
Principal activity
Michael Page International (Hong Kong) Limited
Hong Kong
Michael Page International Recruitment Pvt Ltd
PT Michael Page International Indonesia
Michael Page International (Ireland) Limited
Michael Page International Italia Srl
Page Personnel Italia SpA
Michael Page International (Japan) K.K.
Michael Page International (Malaysia) Sdn Bhd
Michael Page International Mexico Reclutamiento
Especializado, S.A. de C.V.
Michael Page International Mexico Servicios
Corporativos SA de CV
Michael Page International (Maroc) SARL AU
Michael Page International (Nederland) BV
Page Interim BV
India
Indonesia
Ireland
Italy
Italy
Japan
Malaysia
Mexico
Mexico
Morocco
Netherlands
Netherlands
Michael Page International (New Zealand) Limited.
New Zealand
Michael Page International Peru SRL
Michael Page International (Poland) Sp.z.o.o
Michael Page International Empressa de Trabalho Temporário
e Serviços de Consultadoria Lda
Michael Page International Qatar (Branch)
Michael Page International Russia LLC
Michael Page International Pte Limited*
Michael Page International (SA) (Pty) Limited
Michael Page International (España) SA
Michael Page Holding (España) SL
Page Personnel Seleccion SA
Michael Page International (Sweden) AB
Michael Page International (Switzerland) SA
Peru
Poland
Portugal
Qatar
Russia
Singapore
South Africa
Spain
Spain
Spain
Sweden
Switzerland
Michael Page International NEM Istihdam Danismanligi
Limited Sirketi
Turkey
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Holding company
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Recruitment consultancy
Michael Page International (UAE) Limited
United Arab Emirates
Recruitment consultancy
Michael Page Holdings Limited
Michael Page International Holdings Limited
Michael Page International Recruitment Limited*
United Kingdom
United Kingdom
United Kingdom
Support services
Holding company
Recruitment consultancy
Michael Page International Southern Europe Limited*
United Kingdom
Holding company
Michael Page UK Limited
Michael Page Limited
Michael Page Recruitment Group Limited
Michael Page International Inc*
United Kingdom
United Kingdom
United Kingdom
United States
Recruitment consultancy
Recruitment consultancy
Holding company
Recruitment consultancy
*The equity of these subsidiary undertakings is held directly by Michael Page International plc. All companies have been included in
the consolidation and operate principally in their country of incorporation.
The percentage of the issued share capital held is equivalent to the percentage of voting rights held. The Group holds 100% of all
classes of issued share capital. The share capital of all the subsidiary undertakings comprise ordinary shares.
117
financial statements
14. Trade and other receivables
Current
Trade receivables
Less provision for impairment of receivables
Net trade receivables
Amounts due from Group companies
Other receivables
Prepayments and accrued income
Non-current
Other receivables
Group
Company
2014
£’000
2013
£’000
2014
£’000
2013
£’000
161,878
153,339
(5,818)
(6,658)
156,060
146,681
–
–
–
–
–
–
–
6,572
40,410
–
636,371
603,047
4,663
35,144
–
–
–
7
203,042
186,488
636,371
603,054
1,842
2,865
–
–
All non-current receivables are due within five years from the balance sheet date.
The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in
Note 21.
All amounts due from Group undertakings are unsecured, interest-free and repayable on demand.
15. Trade and other payables
Current
Trade payables
Amounts owed to Group companies
Other tax and social security
Other payables
Accruals
Deferred income
Non-current
Deferred income
Other tax and social security
Group
Company
2014
£’000
2013
£’000
2014
£’000
2013
£’000
10,007
10,709
–
–
–
42,183
9,341
73,666
691
–
660,898
607,776
42,098
8,996
70,643
1,218
–
27
–
–
–
–
–
–
135,888
133,664
660,925
607,776
4,456
287
4,743
4,455
242
4,697
–
–
–
–
–
–
The fair values of trade and other payables are not materially different to those disclosed above. There is no material effect on pre-tax
profit if the instruments are accounted for at fair value or amortised cost.
All amounts due to Group undertakings are unsecured, interest-free and repayable on demand.
The total liability relating to other tax and social security includes a balance of £0.8m (2013: £1.6m) relating to social charges on share
based payments.
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 21.
financial statements
118
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM 16. Bank overdrafts
Bank overdrafts
Group
2014
£’000
–
2013
£’000
1,676
Company
2014
£’000
–
2013
£’000
–
The carrying amounts of the Group’s borrowings are denominated in Sterling.
The Group has a £10m committed overdraft facility with Deutsche Bank. All other bank overdrafts and facilities are repayable
on demand.
At 31 December 2014, the Group had available £10m (2013: £10m) of undrawn committed borrowing facilities with Deutsche Bank
and £25.6m of undrawn borrowing facilities under the Invoice Discounting arrangement with HSBC. All conditions precedent on each
of these facilities had been met.
The Group’s exposure to interest rate, foreign currency and liquidity risk for financial assets and liabilities is disclosed in Note 21.
17. Deferred tax
The following are the major deferred tax (assets)/liabilities recognised by the Group, and the movements thereon, during the current
and prior reporting periods.
At 1 January 2014
Recognised in equity for the year
Recognised in profit or loss for the year
Exchange differences
At 31 December 2014
At 1 January 2013
Recognised in equity for the year
Recognised in profit or loss for the year
Exchange differences
At 31 December 2013
Share-
based
payments
£’000
Tax losses
£’000
Other
£’000
Total
£’000
(3,078)
(3,317)
(3,091)
(9,486)
611
(1)
–
–
(1,164)
–
–
854
151
611
(311)
151
(2,468)
(4,481)
(2,086)
(9,035)
(1,515)
(3,173)
(3,654)
(8,342)
741
(2,304)
–
–
(144)
–
–
513
50
741
(1,935)
50
(3,078)
(3,317)
(3,091)
(9,486)
Certain deferred tax assets and liabilities have been offset in accordance with the Group’s accounting policy. The following is the
analysis of the deferred tax balances (after offset) for balance sheet purposes:
Deferred tax assets
Deferred tax liabilities
2014
£’000
2013
£’000
(11,644)
(10,377)
2,609
891
(9,035)
(9,486)
At 31 December 2014, unremitted earnings of overseas Group companies amounted to £88.9m (2013: £83.3m). Unremitted earnings
may be liable to some overseas tax, but should not be liable to UK tax if they were to be distributed as dividends.
The realisation of the deferred tax asset is dependent on generating future taxable profits in the overseas territories the deferred
tax has arisen in. Of the net deferred tax asset recognised, £0.4m relates to territories that were loss making in the current year. In
addition there are carried forward tax losses of £15.2m and other gross tax attributes of £2.7m arising in jurisdictions for which no
deferred tax asset is recognised given the future utilisation is uncertain. These tax losses and other tax attributes are available to
offset future taxable profits in the respective jurisdictions where these have arisen.
119
financial statements
18. Called-up share capital
Allotted, called-up and fully paid ordinary shares of 1p each
At 1 January
Shares issued
At 31 December
Shares issued in the year related to share option plans.
Share Option Plans
2014
2013
£’000
Number of
shares
£’000
Number of
shares
3,208
320,826,167
3,178
317,750,075
11
1,008,375
30
3,076,092
3,219
321,834,542
3,208
320,826,167
The Group has share option awards currently outstanding under an Executive Share Option Scheme (ESOS) and a Share Option
Scheme (SOS). These plans are described below.
At 31 December 2014 the following options had been granted and remained outstanding in respect of the Company’s ordinary shares
of 1p under both the Michael Page Executive Share Option Scheme and the Share Option Scheme. All options granted are settled by
the physical delivery of shares. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Year of grant
2004 (Note 1)*
2005 (Note 1)*
2006 (Note 1)*
Balance at
1 January
2014
47,500
229,474
225,000
2009 (Note 2)
1,960,338
2010 (Note 1)*
7,280,193
2011 (Note 2)
3,418,320
2012 (Note 2)
4,182,530
2013 (Note 2)
4,440,500
Granted
in year
Exercised
in year
Lapsed
in year
No. of
options
outstanding
at 31
December
2014
Base EPS/
OP range†
Exercise price
per share
Exercise period
–
–
–
–
–
–
–
–
(10,000)
(37,500)
–
4.1
171p-190.3p March 2007 – March 2014
(178,075)
–
–
–
51,399
7.5 190.75p-191.5p March 2008 – March 2015
225,000
15.5
309.9p March 2009 – March 2016
(236,500)
(59,849)
1,663,989 OP Range 187.5p-211.84p March 2012 – March 2019
(820,300)
(53,353)
6,406,540
6.6
381.5p-383.0p March 2013 – March 2020
–
–
–
–
(327,500)
3,090,820 OP Range
491.0p-492.9p March 2014 – March 2021
(376,269)
3,806,261 OP Range
477.0p March 2015 – March 2022
(382,933)
4,057,567 OP Range
442.0p March 2016 – March 2023
(131,667)
4,800,833 OP Range
484.0p March 2017 – March 2024
2014 (Note 2)
–
4,932,500
Total 2014
21,783,855
4,932,500 (1,244,875)
(1,369,071) 24,102,409
Weighted
average
exercise price
2014 (£)
4.09
4.84
3.16
4.47
4.27
Total 2013
22,803,165
4,565,500 (4,473,365)
(1,111,445) 21,783,855
Weighted
average
exercise price
2013 (£)
3.85
4.42
3.19
4.54
4.09
*These options have fully vested
†The Operating Profit ranges for each award are fully disclosed in Note 2 of this Note. 7,690,802 options were exercisable at the end of
2014 at a weighted average exercise price of £3.53 (2013: £3.42). The weighted average share price at the date of exercise was £4.66.
Note 1
Executive Share Option Scheme (ESOS)
Using the ESOS, awards of share options can be made to key management personnel and senior employees to receive shares in
PageGroup. Share options are exercisable at the market price of the shares at the date of the grant.
No awards were made under the ESOS scheme in 2009, 2011, 2012, 2013 or 2014.
For grants under the ESOS plan, the performance condition is tested on the third anniversary and no retesting will occur thereafter.
These options were granted subject to a performance condition requiring that an option may only be exercised, in normal
circumstances, if there has been an increase in base earnings per share of at least 3% per annum above the growth in the UK Retail
Price Index. The respective base earnings per share for each grant are shown in the table above.
financial statements
120
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM
Share Option Scheme (SOS)
Note 2
Executive Directors of the Company are not eligible to participate in this scheme. Any exercises of awards made under this plan must
be settled by market purchased shares.
This new scheme was created in 2009 to provide an effective plan under which to grant awards in 2009. It was the Board’s view
that grants made under the existing ESOS plan, which would have required an increase over the 2008 base earnings per share of at
least 3% per annum above the growth in the UK Retail Price Index by 2011, would not be achievable due to the impact of the global
downturn on the Group’s EPS and thus would not provide the required retention incentive.
The 2009 grant made under the SOS plan is subject to a performance condition that will be tested, initially, three years after the
date of grant and then annually until either the entire grant has vested, or ten years from the date of the award have elapsed, in which
case any awards outstanding under the grant will lapse. The performance condition is directly linked to the Group’s Operating Profit.
If Operating Profit is £30m then 30% of the award would vest. For every £1m of Operating Profit over £30m, a further 1% would
vest. 100% of the award would vest if Operating Profit was £100m.
As the Group’s 2011 Operating Profit was £86.0m, 86% of this award vested on 10 March 2012. The remaining 14% was retested in
March 2014, but with 2013 Operating Profit at £68.2m being lower than in 2011, no additional options vested.
Further grants under the SOS plan were made in 2011, 2012, 2013 and 2014. The performance conditions for these grants are also
directly linked to the Group’s Operating Profit.
For the 2011 grant, if Operating Profit is in excess of £100m, 1% of the award will vest for every additional £1m of Operating Profit
achieved, up to a maximum of 100% at Operating Profit of £200m or more.
For the 2012 and 2013 grant, if Operating Profit is in excess of £50m, a proportion of the award equivalent to the amount of
Operating Profit achieved will vest up to a maximum of 100% if the Operating Profit is £100m or more.
For the 2014 grant, if Operating Profit is in excess of £50m, a proportion of the award equivalent to the amount of Operating Profit
achieved will vest up to a maximum of 100% if the Operating Profit is £100m or more.
Share option valuation and measurement
In 2014, options were granted on 11 March with the estimated fair value of the options granted on that day of £0.87. In 2013, options
were granted on 10 March. The estimated fair values of the options granted on that date was £0.97.
Share options are granted under service and non-market performance conditions. These conditions are not taken into account in the
fair value measurement at grant date. There are no market conditions associated with the share option grants.
Other share-based payment plans
The Company also operates a Management Incentive Scheme Plan and Incentive Share Plan for the Executive Directors and senior
employees and an Annual Bonus Plan and Long-Term Incentive Plan for the Executive Directors. Details of these schemes are
disclosed in the Directors’ Remuneration Report and are settled by the physical delivery of shares, currently satisfied by shares held
in the Employee Benefit Trust, to the extent that service and performance conditions are met.
Share option valuation and measurement
The options outstanding at 31 December 2014 have an exercise price in the range of 171.0 pence to 492.9 pence and a weighted
average contractual life of 6.8 years. The fair values of options and other share awards granted during the year were calculated using
the Black-Scholes option pricing model. The inputs into the model were as follows:
Share Option Plans
Long-Term Incentive Plan
Annual Bonus Plan
Management Incentive Scheme Plan
(2013 Incentive Share Scheme)
Share price (£)
Average exercise price (£)
Weighted average fair value (£)
Expected volatility
Expected life
Risk free rate
2014
2013
4.84
4.84
0.87
24%
4.42
442
0.97
31%
2014
4.84
Nil
4.84
24%
5 years
5 years
2 years
1.40%
0.86%
0.83%
Expected dividend yield
2.17%
2.62%
Nil
2013
2014
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2013
4.42
Nil
4.22
31%
2 years
0.22%
Nil
2014
4.84
Nil
4.54
24%
3 years
0.93%
2.17%
2013
4.42
Nil
4.12
31%
3 years
0.34%
Nil
Expected volatility was determined by reference to historical volatility of the Company’s share price in the last 12 months. The
expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations. Expectations of early exercise are incorporated into the Black-Scholes option
pricing model.
The Group recognised total expenses of £5.8m, including social security, (2013: £6.8m) related to share-based payment transactions
during the year.
121
financial statements
19. Reserves
Share premium
The share premium account has been established to represent the excess of proceeds over the nominal value for all share issues,
including the excess of the exercise share price over the nominal value of the shares on the exercise of share options.
Capital redemption reserve
The capital redemption reserve relates to the cancellation of the Company’s own shares.
Reserve for shares held in the employee benefit trust
At 31 December 2014, the reserve for shares held in the employee benefit trust consisted of 17,458,124 ordinary shares (2013:
12,789,313 ordinary shares) held for the purpose of satisfying awards made under the Incentive Share Plan, the Annual Bonus Plan
and the Share Option Scheme (SOS), representing 5.0% of the called-up share capital with a market value of £71.9m (2013: £62.4m).
There are 15,349,570 of these shares held in the trust on which dividends are waived.
Currency translation reserve
Since first-time adoption of the International Financial Reporting Standards, the currency translation reserve comprises all foreign
exchange differences arising from the translation of the financial statements of foreign operations that are integral to the operations of
the Company.
20. Cash and cash equivalents
Cash at bank and in hand
Short-term deposits
Cash and cash equivalents
Bank overdrafts
Cash and cash equivalents in the statement of cash flows
Net funds
Group
2014
£’000
84,941
5,071
90,012
–
90,012
90,012
2013
£’000
79,777
7,293
87,070
(1,676)
85,394
85,394
Company
2014
£’000
2013
£’000
–
–
–
–
–
–
–
–
–
–
–
–
The Group operates a multi-currency notional cash pool. Currently the main Eurozone subsidiaries and the UK-based Group Treasury
subsidiary participate in this cash pool, although it is the Group’s intention to extend the scope of the participation to other Group
companies going forward. The structure facilitates interest and balance compensation of cash and bank overdrafts.
21. Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
(i) credit risk
(ii) liquidity risk
(iii) market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes
for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout
these consolidated financial statements.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and
procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and
obligations.
The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group
Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk
management controls and procedures, the results of which are reported to the Audit Committee.
financial statements
122
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM (i) Credit risk
Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group’s receivables from clients. Management has a credit policy in place and the
exposure to credit risk is monitored on an ongoing basis.
At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented
by the carrying amount of each financial asset in the balance sheet.
Trade and other receivables
Total trade receivables (net of allowances) held by the Group at 31 December 2014 amounted to £156.1m (2013: £146.7m).
An initial credit period is made available on invoices. No interest is charged on trade receivables from the date of the invoice
during this credit period. Thereafter, interest is charged on the outstanding balance. Trade receivables are provided for based on
estimated irrecoverable amounts from the provision of our services, determined by reference to past default experience.
Included in the Group’s trade receivables balance are debtors with a carrying amount of £64.3m (2013: £68.7m) that are past
due at the reporting date for which the Group has not provided as the amounts are still considered recoverable. The Group does
not hold any collateral over these balances. The days sales of these receivables at the year end is 45 days in excess of the initial
credit period (2013: 47 days).
The ageing of trade receivables at the reporting date was:
Not past due
Past due 0-30 days
Past due 31-150 days
More than 150 days
Gross trade
receivables
2014
£’000
Provision
2014
£’000
Net trade
receivables
2014
£’000
Gross trade
receivables
2013
£’000
Provision
2013
£’000
Net trade
receivables
2013
£’000
92,239
42,816
21,024
5,799
161,878
511
237
116
4,954
5,818
91,728
42,579
20,908
845
78,448
47,264
22,463
5,164
156,060
153,339
433
235
826
5,164
6,658
78,015
47,029
21,637
–
146,681
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each client. The demographics of the
Group’s client base, including the country in which clients operate, also has an influence on credit risk. Less than 3% of the Group’s
revenue is attributable to sales transactions with a single client. The geographic diversification of the Group’s revenue also reduces
the concentration of credit risk.
The majority of the Group’s clients have been transacting with the Group for several years, with losses rarely occurring. In monitoring
client credit risk, clients are grouped according to their credit characteristics, including geographic location, industry, ageing profile,
maturity and existence of previous financial difficulties.
Movement in the allowance for doubtful debts:
Balance at beginning of the year
Impairment losses recognised on receivables
Amounts written off as uncollectable
Amounts recovered during the year
Impairment losses reversed
Balance at end of the year
2014
£’000
6,658
7,230
(1,249)
(2,550)
(4,271)
5,818
2013
£’000
6,732
6,960
(483)
(1,997)
(4,554)
6,658
Most of the allowance for doubtful debts represents individually impaired trade receivables with a balance of £3.2m (2013: £3.9m)
which has been placed in litigation, as well as a further provision for debts which the Group estimate may be irrecoverable.
The impairment recognised represents the difference between the carrying amount of these trade receivables and the present value
of the expected liquidation proceeds. The Group does not hold any collateral over these balances.
123
financial statements
Exposure to credit risk
The maximum exposure to credit risk for net trade receivables at the reporting date by geographic region was:
EMEA
United Kingdom
Asia Pacific
Americas
The maximum exposure to credit risk for accrued income at the reporting date by geographic region was:
EMEA
United Kingdom
Asia Pacific
Americas
Carrying amount
2014
£’000
79,964
37,323
23,287
15,486
2013
£’000
77,042
35,227
21,012
13,400
156,060
146,681
Carrying amount
2014
£’000
1,652
13,885
12,296
5,656
2013
£’000
1,371
10,664
9,720
5,212
33,489
26,967
The entire accrued income balance is not past due. The fair values of trade and other receivables are not materially different to those
disclosed above and in note 14. There is no material effect on pre-tax profit if the instruments are accounted for at fair value or
amortised cost.
(ii) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board, which has built an appropriate liquidity risk management
framework that aims to ensure that the Group has sufficient cash or credit facilities at all times to meet all current and forecast
liabilities as they fall due. It is the Directors’ intention to continue to finance the activities and development of the Group from retained
earnings.
Cash surpluses are invested in short-term deposits, with any working capital requirements being provided from Group cash
resources, Group facilities, or by local overdraft facilities. Cash generated in excess of these requirements will be used to buy back
the Company’s shares. The Group also operates a multi-currency notional cash pool to facilitate interest and balance compensation
of cash and bank overdrafts.
The following are the contractual maturities of financial liabilities:
2014
Trade payables
Accruals and other payables
2013
Trade payables
Accruals and other payables
Bank overdraft
Less than
1 month
£’000
1-3 months
£’000
3-12 months
£’000
More than
12 months
£’000
6,679
3,328
–
–
41,373
20,969
21,356
4,456
Less than
1 month
£’000
7,089
34,698
1,676
1-3 months
£’000
3-12 months
£’000
More than
12 months
£’000
3,439
29,781
–
181
–
16,378
4,455
–
–
financial statements
124
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Capital is equity attributable to the equity holders of the parent. The primary objective of the Group’s capital management is
to ensure that it maintains a strong credit rating and healthy capital ratios to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or
adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders through share
repurchases with subsequent cancellation, or issue new shares. No changes were made in the objectives, policies or processes for
managing capital during the years ended 31 December 2014 and 31 December 2013.
(iii) Market risk and sensitivity analysis
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates,
but these risks are not deemed to be material. However, a sensitivity analysis showing hypothetical fluctuations in Pounds Sterling
against the Group’s main exposure currencies is shown on page xx. There has been no material change in the Group’s exposure to
market risks or the manner in which it manages and measures the risk.
Interest rate risk management
Borrowings are arranged at floating rates, thus exposing the Group to cash flow interest rate risk. The Group does not consider this
risk as significant. The benchmark rates for determining floating rate liabilities are based on relevant national LIBOR equivalents.
The Group’s only interest bearing assets and liabilities at 31 December 2014 relate to cash and bank overdrafts.
The average interest rate paid on bank overdrafts was 2.22% (2013: 2.23%).
Currency rate risk
The Group publishes its results in Pounds Sterling and conducts its business in many foreign currencies. As a result, the Group is
subject to foreign currency exchange risk due to exchange rate movements. The Group is exposed to foreign currency exchange
risk as a result of transactions in currencies other than the functional currencies of some of its subsidiaries and the translation of the
results and underlying net assets of foreign subsidiaries.
The main functional currencies of the Group are Sterling, Euro, Chinese Renminbi, Brazilian Real and Australian Dollar. The Group
does not have material transactional currency exposures, nor is there a material exposure to foreign denominated monetary assets
and liabilities. The Group is exposed to foreign currency translation differences in accounting for its overseas operations although it is
not possible to hedge this exposure.
In certain cases, where the Company gives or receives short-term loans to and from other Group companies with different reporting
currencies, it may use foreign exchange swap derivative financial instruments to manage the currency and interest rate exposure that
arises on these loans. It is the Group’s policy not to seek to designate these derivatives as hedges.
All derivative financial instruments not in a hedge relationship are classified as derivatives at fair value through the income statement.
The Group does not use derivatives for speculative purposes. All transactions in derivative financial instruments are undertaken to
manage the risks arising from underlying business activities.
Information on the fair value of derivative financial instruments held at the balance sheet date is shown in the table below. Derivatives
are disclosed within cash on the face of the balance sheet.
Fair values are not adjusted for credit risk, as required by IFRS 13, because credit impact is not material given the low fair value levels.
Derivative Financial Instruments
Derivative Assets
Derivative Liabilities
Net Derivative (Liabilities)/Assets
Derivatives at fair value
2014
£m
0.3
(0.5)
(0.2)
2013
£m
0.5
(0.2)
0.3
125
financial statements
Sensitivity analysis – currency risk
A 10% strengthening of Sterling against the following currencies at 31 December would have increased/(decreased) equity and profit
or loss by the amounts shown below. This analysis is applied currency by currency in isolation, i.e. ignoring the impact of currency
correlation, and assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same
basis for 2013. The amounts generated from the sensitivity analysis are forward-looking estimates of market risk assuming certain
adverse market conditions occur. Actual results in the future may differ materially from those projected, due to developments in the
global financial markets which may cause fluctuations in interest and exchange rates to vary from the hypothetical amounts disclosed
in the table below, which therefore should not be considered a projection of likely future events and losses.
Euro
Australian Dollar
Hong Kong Dollar
Swiss Franc
Brazilian Real
United States Dollar
Chinese Renminbi
Japanese Yen
Singapore Dollar
Other
Euro
Australian Dollar
Swiss Franc
Hong Kong Dollar
Brazilian Real
United States Dollar
Chinese Renminbi
Japanese Yen
Singapore Dollar
Other
2014 equity
£’000
2014 PBT
£’000
(4,259)
(1,447)
(614)
(1,527)
(767)
636
(849)
(590)
(864)
(576)
(246)
(183)
71
(184)
(148)
1,180
(40)
(349)
29
542
2013 equity
£’000
2013 PBT
£’000
(3,205)
(1,392)
(1,550)
(699)
(751)
904
(770)
(563)
(824)
(300)
(924)
(354)
(285)
(139)
(101)
1,134
(206)
(461)
(111)
(494)
A 10 percent weakening of Sterling against the above currencies at 31 December would have had the equal but opposite effect on
the above currencies to the amounts shown above, on the basis that all other variables remain constant.
22. Commitments
Operating lease commitments
At 31 December 2014 the Group was committed to make the following payments in respect of non-cancellable operating leases:
Within one year
Within two to five years
After five years
Total
Land and buildings
Other
2014
£’000
24,780
49,221
15,227
89,228
2013
£’000
25,808
50,357
19,556
95,721
2014
£’000
3,002
2,735
–
5,737
2013
£’000
3,302
2,270
–
5,572
The Group leases various offices under non-cancellable operating lease agreements. The leases have varying terms, escalation
clauses and renewal rights. The Group also leases various plant and machinery under operating lease agreements. The Group is
required to give varying notice for the termination of these agreements.
Capital commitments
The Group had no contractual capital commitments as at 31 December 2014 relating to property, plant and equipment (2013: £0.6m).
The Group had no contractual capital commitments as at 31 December 2014 relating to computer software (2013: £nil).
financial statements
126
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM 23. Contingent liabilities
Guarantees
The Company has provided guarantees to other Group undertakings amounting to £296k (2013: £80k) in the ordinary course of
business. It is not anticipated that any material liabilities will arise from the contingent liabilities.
VAT group registration
As a result of group registration for VAT purposes, the Company is contingently liable for VAT liabilities arising in other companies
within the VAT group which at 31 December 2014 amounted to £4.7m (2013: £4.4m).
24. Events after the balance sheet date
Between 31 December 2014 and 10 March 2015, 915k options were exercised, leading to an increase in share capital of £9k and an
increase in share premium of £3.4m.
25. Related party transactions
Identity of related parties
The Company has a related party relationship with its Directors and members of the Executive Committee, and subsidiaries
(Note 13).
Transactions with key management personnel
Key management personnel are deemed to be the Directors and members of the Executive Committee as detailed in the biographies
on pages 57 to 61. The remuneration of Directors and members of the Executive Committee is determined by the Remuneration
Committee having regard to the performance of individuals and market trends. For transactions with Directors see the Remuneration
Report on pages 74 to 89. Over and above these transactions, equity settled transactions for the year were £0.9m (2013: £1.4m).
Transactions with the remaining members of the Executive Committee are disclosed below:
Related party transactions
Short-term employee benefits
Pension costs – defined contribution plans
Company
2014
£’000
3,854
46
2013
£’000
3,846
85
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on
consolidation. Details of transactions between the parent company and subsidiary undertakings are shown below.
Dividends received
Amounts owed
by related parties
Amounts owed
to related parties
2014
£’000
8,345
2013
£’000
2014
£’000
2013
£’000
2014
£’000
2013
£’000
27,538
636,371
603,047
660,898
607,776
2010
£’000
2011
£’000
2012
£’000
2013
£’000
2014
£’000
832,296
1,019,087
989,882
1,005,502
1,046,887
442,207
553,781
526,869
513,881
532,817
71,527
88,652*
100,656*
67,484*
16.2%
86,035
86,035
86,147
56,857
15.5%
65,121
68,178
78,461
57,287*
65,725*
80,092*
57,003*
64,057*
80,361*
36,197*
42,604*
59,331*
12.4%
13.3%
14.7%
Transactions
FIVE YEAR SUMMARY
Revenue
Gross profit
Operating profit before exceptional items
Operating profit after exceptional items
Profit before tax
Profit attributable to equity holders
Conversion†
Basic earnings per share (pence)
21.6*
18.7
11.9*
13.8*
19.3*
* Includes exceptional items.
† Operating profit before exceptional items as a percentage of gross profit.
127
financial statements
Shareholder information and advisers
Annual General Meeting
To be held on 4 June 2014 at 9.30am at Page House, 1 Dashwood Lang Road, The Bourne Business Park, Addlestone,
Weybridge, Surrey, KT15 2QW. Every shareholder is entitled to attend and vote at the Meeting.
Final dividend for the year ended 31 December 2014
To be paid (if approved) on 22 June 2015 to shareholders on the register of members on 22 May 2015.
Company Secretary
Elaine Marriner
Company number
3310225
Registered office, domicile and legal form
The Company is a limited liability company incorporated and domiciled within the United Kingdom.
The address of its registered office is:
Page House,
1 Dashwood Lang Road,
The Bourne Business Park,
Addlestone,
Weybridge,
Surrey KT15 2QW.
Auditor
Ernst & Young LLP
1 More London Place
London SE1 2AF
Solicitors
Herbert Smith LLP
Exchange House
Primrose Street
London EC2A 2HS
Bankers
HSBC Bank plc
West End Business
Banking Centre
70 Pall Mall
London SW1Y 5GZ
Deutsche Bank Netherlands N.V.
De Entree 99
1101 HE Amsterdam
The Netherlands
Joint corporate brokers
Citigroup
33 Canada Square
Canary Wharf
London E14 5LB
Deutsche Bank
Winchester House
1 Great Winchester Street
London EC2N 2DB
Registrars
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Financial PR
FTI Consultancy
200 Aldersgate
Aldersgate Street
London EC2A 4HD
additional Information
128
Financial Statements Strategic ReportCorporate GovernanceAdditional Information and Notice of AGM Articles of association
The following summarises certain provisions of the
Company’s Articles of Association (as adopted on 21 May
2010) and applicable English Law. The summary is qualified in
its entirety by reference to the Companies Act 2006 of Great
Britain (the “Act”), as amended, and the Company’s Articles of
Association. Under the Act, the Memorandum of Association
of the Company has now become a document of record, and
no longer contains any operative provisions.
Incorporation
The Company is incorporated under the name Michael Page
International plc and is registered in England and Wales with
registered number 3310225.
Share capital
The Act abolished the concept of, and requirement for a
company to have, an authorised share capital. As such, the
Company no longer has an authorised share capital.
Alteration of capital
The Company may from time to time by ordinary resolution:
(a) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;
(b) sub-divide its shares, or any of them, into shares of a
smaller amount than its existing shares; and
(c) determine that, as between the shares resulting
from such a sub-division, any of them may have any
preference or advantage as compared with the others.
Subject to the provisions of the Act, the Company may
by special resolution reduce its share capital, any capital
redemption reserve and any share premium account, in
any way.
Purchase of own shares
Subject to the provisions of the Act, the Company may
purchase its own shares, including redeemable shares. The
Company proposes to renew its authority to purchase its
own shares for another year in item 16 of the Annual General
Meeting notice.
General meetings and voting rights
The Directors may call general meetings whenever and at
whatever time and location they so determine. Subject to
the provisions of the Act, an annual general meeting and
all general meetings (which shall be called extraordinary
general meetings) shall be called by at least 21 clear days’
notice. Subject to the provisions of the Act, the Company
may resolve to reduce the notice period for general meetings
(other than annual general meetings) to 14 days on an annual
basis. The Company proposes to renew its authority to hold
general meetings on 14 days’ notice for another year in
item 17 of the Annual General Meeting notice. Two persons
entitled to vote upon the business to be transacted shall be
a quorum.
The Articles of Association provide that subject to any rights
or restrictions attached to any shares, on a show of hands
every member and every duly appointed proxy present shall
have one vote. Every corporate representative present who
has been duly authorised by a corporation has the same
voting rights as the corporation would be entitled to. On a
poll every member present in person or by a duly appointed
proxy or corporate representative shall have one vote for
every share of which he is a holder or in respect of which his
appointment as proxy or corporate representative has been
made. No member shall be entitled to vote in respect of any
share held by him if any call or other sum payable by him to
the Company remains unpaid.
If a member or any person appearing to be interested in
shares held by a member has been duly served with a notice
under the Act and is in default for the prescribed period in
supplying to the Company information thereby required,
unless the Directors otherwise determine, the member shall
not be entitled in respect of the default shares to be present
or to vote (either in person or by representative or proxy) at
any general or class meeting of the Company or on any poll
or to exercise any other right conferred by membership in
relation to such meeting or poll. In certain circumstances, any
dividend due in respect of the default shares shall be withheld
and certain certificated transfers may be refused.
A member entitled to more than one vote need not, if he
votes, use all his votes or cast all the votes he uses in the
same way. A member is entitled to appoint another person
as his proxy to exercise all or any of his rights to attend
and speak and vote at a meeting of the Company. A proxy
need not be a member. A member may appoint more than
one proxy to attend on the same occasion. This does not
preclude the member from attending and voting at the
meeting or at any adjournment of it.
Limitations and non-resident or foreign shareholders
English law treats those persons who hold the shares and
are neither UK residents nor nationals in the same way as
UK residents or nationals. They are free to own, vote on and
transfer any shares they hold.
Variation of rights
If at any time the capital of the Company is divided into
different classes of shares, the rights attached to any class
may be varied either:
(a) in such manner (if any) as may be provided by those
rights; or
(b) in the absence of any such provision, with the consent in
writing of the holders of three-quarters in nominal value
of the issued shares of the class (excluding any shares of
that class held as treasury shares) or with the sanction of
a special resolution passed at a separate general meeting
of the holders of the shares of the class,
but not otherwise, and may be so varied either whilst the
Company is a going concern or during, or in contemplation
of, a winding-up. At every such separate general meeting
the necessary quorum shall be at least two persons together
holding or representing by proxy at least one-third in nominal
value of the issued shares of the class (excluding any shares
of that class held as treasury shares), save that at any
adjourned meeting any holder of shares of the class (other
than treasury shares) present or by proxy shall be a quorum.
Unless otherwise expressly provided by the rights attached
to any class of shares, those rights shall be deemed not to
be varied by the purchase by the Company of any of its own
shares or the holding of such shares as treasury shares.
Dividend rights
Holders of the Company’s ordinary shares may by ordinary
resolution declare dividends but no such dividend shall
exceed the amount recommended by the Directors. If, in
the opinion of the Directors, the profits of the Company
available for distribution justify such payments, the Directors
may, from time to time, pay interim dividends on the shares
of such amounts and on such dates and in respect of
such periods as they think fit. The profits of the Company
available for distribution and resolved to be distributed shall
be apportioned and paid proportionately to the amounts paid
129
additional Information
up on the shares during any portion of the period in respect
of which the dividend is paid. The members may, at a general
meeting declaring a dividend upon the recommendation of
the Directors, direct that it shall be satisfied wholly or partly by
the distribution of specific assets.
No dividend shall be paid otherwise than out of profits
available for distribution as specified under the provisions of
the Act.
Any dividend unclaimed after a period of twelve years from
the date of declaration of such dividend shall, if the Directors
so resolve, be forfeited and shall revert to the Company.
Calls on shares
Subject to the terms of allotment, the Directors may make
calls upon members in respect of any amounts unpaid on
their shares (whether in respect of nominal value or premium)
and each member shall pay to the Company as required by
the notice the amount called on his shares.
Transfer of shares
Any member may transfer all or any of his shares in
certificated form by instrument of transfer in the usual
common form or in any other form which the Directors may
approve. The transfer instrument shall be signed by or on
behalf of the transferor and, except in the case of fully-paid
shares, by or on behalf of the transferee.
Where any class of shares is for the time being a participating
security, title to shares of that class which are recorded as
being held in uncertificated form, may be transferred (to not
more than four transferees) by the relevant system concerned.
The Directors may in their absolute discretion refuse to
register any transfer of shares (being shares which are not fully
paid or on which the Company has a lien), provided that if the
share is listed on the Official List of the UK Listing Authority
such refusal does not prevent dealings in the shares from
taking place on an open and proper basis.
The Directors may also refuse to register a transfer of shares
(whether fully paid or not) unless the transfer instrument:
(a) is lodged at the registered office, or such other place as
the Directors may appoint, accompanied by the relevant
share certificate(s)
(b) is in respect of only one class of share
(c) is in favour of not more than four transferees
The Directors of the Company may refuse to register the
transfer of a share in uncertificated form to a person who
is to hold it thereafter in certificated form in any case where
the Company is entitled to refuse (or is excepted from the
requirements) under the Uncertificated Securities Regulations
2001 to register the transfer.
Directors
The Company’s Articles of Association provide for a Board
of Directors, consisting of (unless otherwise determined by
the Company by ordinary resolution) not fewer than two
Directors, who shall manage the business of the Company.
The Directors may exercise all the powers of the Company,
subject to the provisions of the Articles of Association and
any directions given by special resolution. If the quorum is not
fixed by the Directors, the quorum shall be two.
Subject to the provisions of the Company’s Articles of
Association, the Directors may delegate any of their powers:
(a) to such person or committee
(b) by such means (including power of attorney)
(c) to such an extent
(d) in relation to such matters or territories
(e) on such terms and conditions
as in each case they think fit, and such delegation may
include authority to sub-delegate all or any of the powers
delegated, may be subject to conditions and may be revoked
or varied.
The Directors may also, by power of attorney or otherwise,
appoint any person, whether nominated directly or indirectly
by the Directors, to be the agent of the Company for such
purposes and subject to such conditions as they think fit, and
may delegate any of their powers to such an agent.
The Articles of Association place a general prohibition on
a Director voting on any resolution concerning a matter in
which he has, directly or indirectly, a material interest (other
than an interest in shares, debentures or other securities of,
or otherwise in or through the Company), unless his interest
arises only because the case falls within one or more of the
following:
(a) the giving to him of a guarantee, security, or indemnity in
respect of money lent to, or an obligation incurred by him
for the benefit of, the Company or any of its subsidiary
undertakings
(b) the giving to a third party of a guarantee, security, or
indemnity in respect of an obligation of the Company or
any of its subsidiary undertakings for which the Director
has assumed responsibility in whole or in part and
whether alone or jointly with others under a guarantee or
indemnity or by the giving
of security
(c) the giving to him of any other indemnity which is on
substantially the same terms as indemnities given or to
be given to all of the other directors and/or the funding
by the Company of this expenditure on defending
proceedings or the doing by the Company of anything
to enable him to avoid incurring such expenditure where
all other directors have been given or are to be given
substantially the same arrangements
(d) the purchase or maintenance for any director or directors
of insurance against liability
(e) his interest arises by virtue of his being, or intending
(f)
to become a participant in the underwriting or sub-
underwriting of an offer of any shares in or debentures
or other securities of the Company for subscription,
purchase or exchange
any arrangement for the benefit of the employees and
directors and/or former employees and former directors
of the Company or any of its subsidiaries and/or the
members of their families or any person who is or was
dependent on such persons, including but without
being limited to a retirement benefits scheme and an
employees’ share scheme, which does not accord to
him any privilege or advantage not generally accorded
to employees and/or former employees to whom the
arrangement relates
(g) any transaction or arrangement with any other company
in which he is interested, directly or indirectly (whether as
a director or shareholder or otherwise), provided that he
is not the holder of or beneficially interested in at least 1%
of any class of shares of that company (or of any other
company through which his interest is derived), and is
not entitled to exercise at least 1% of the voting rights
available to members of the relevant company
If a question arises at a Directors’ meeting as to the right
of a Director to vote, the question may be referred to the
Chairman of the meeting (or if the Director concerned is the
Chairman, to the other Directors at the meeting), and his
additional Information
130
Strategic ReportCorporate GovernanceFinancial Statements Additional Information and Notice of AGM ruling in relation to any Director (or, as the case may be, the
ruling of the majority of the other Directors in relation to the
Chairman) shall be final and conclusive.
The Act requires a Director of a company who is in any way
interested in a proposed transaction or arrangement with the
company to declare the nature of his interest at a meeting
of the Directors of the company (save that a director need
not declare an interest if it cannot reasonably be regarded as
giving rise to a conflict of interest). The definition of “interest”
includes the interests of spouses, civil partners, children,
companies and trusts.
Borrowing powers of the Directors
The Directors shall restrict the borrowings of the Company
and exercise all powers of control exercisable by the
Company in relation to its subsidiary undertakings so as
to secure (as regards subsidiary undertakings so far as by
such exercise they can secure) that the aggregate principal
amount (including any premium payable on final repayment)
outstanding of all money borrowed by the Group (excluding
amounts borrowed by any member of the Group from any
other member of the Group), shall not at any time, save
with the previous sanction of an ordinary resolution of the
Company, exceed an amount equal to three times the
aggregate of:
(a) the amount paid up on the share capital of the Company
(b) the total of the capital and revenue reserves of the Group,
including any share premium account, capital redemption
reserve, capital contribution reserve and credit balance
on the profit and loss account, but excluding sums set
aside for taxation and amounts attributable to outside
shareholders in subsidiary undertakings of the Company
and deducting any debit balance on the profit and loss
account, all as shown in the latest audited consolidated
balance sheet and profit and loss account of the Group,
but adjusted as may be necessary in respect of any
variation in the paid up share capital or share premium
account of the Company since the date of that balance
sheet and further adjusted as may be necessary to reflect
any change since that date in the companies comprising
the Group
Director’s appointment, retirement and removal
At each annual general meeting, there shall retire from office
by rotation:
(a) all Directors of the Company who held office at the time
of the two preceding annual general meetings and who
did not retire by rotation at either of them
(b) such additional number of Directors as shall, when
aggregated with the number of Directors retiring under
paragraph (a) above, equal either one third of the number
of Directors, in circumstances where the number of
Directors is three or a multiple of three, or in all other
circumstances, the whole number which is nearest to but
does not exceed one-third of the number of Directors (the
“Relevant Proportion”) provided that:
(i) the provisions of this paragraph (b) shall only apply if
the number of Directors retiring under paragraph (a)
above is less than the Relevant Proportion
(ii) subject to the provisions of the Act and to the
relevant provisions of the Articles of Association, the
Directors to retire under this paragraph (b) shall be
those who have been longest in office since their
last appointment or reappointment, but as between
persons who became or were last reappointed
Directors on the same day those to retire shall
(unless they otherwise agree among themselves) be
determined by lot
If the Company, at the meeting at which a director retires by
rotation, does not fill the vacancy the retiring Director shall, if
willing to act, be deemed to have been reappointed unless
a resolution not to fill the vacancy or not to reappoint that
Director is passed.
In addition to any power of removal under the Act, the
Company may, by special resolution, remove a director before
the expiration of his period of office (without prejudice to
any claim for damages for breach of any contract of service
between the director and the Company) and, subject to the
Articles of Association, may by ordinary resolution, appoint
another person who is willing to act as a director, and is
permitted by law to do so, to be a director instead of him. The
newly appointed person shall be treated, for the purposes of
determining the time at which he or any other director is to
retire as if he had become a director on the day on which the
director in whose place he is appointed was last appointed or
reappointed as a Director.
A Director shall be disqualified from holding office as soon as:
(a) that person ceases to be a director under the provisions
of the Act or is prohibited by law from being a Director
(b) a bankruptcy order is made against that person
(c) a composition is made with that person’s creditors
generally in satisfaction of that person’s debts
(d) by reason of that person’s mental health, a court makes
an order which wholly or partly prevents that person from
personally exercising any powers or rights which that
person would otherwise have
(e) notification is received by the Company from that person
that he is resigning or retiring from his office as director,
and such resignation or retirement has taken effect in
accordance with its terms
in the case of an Executive Director, his appointment as
such is terminated or expires and the Directors resolve
that he should cease to be a Director
(f)
(g) that person is absent from Directors’ meetings for more
than six consecutive months (without permission of the
other Directors) and the Directors resolve that he should
cease to be a Director
(h) a notice in writing is served on him signed by all the
Directors stating that that person shall cease to be a
Director with immediate effect
There is no requirement of share ownership for a
Director’s qualification.
Amendments to the articles of association
Subject to the Act, the Articles of Association of the Company
can be altered by special resolution of the members.
Winding-up
If the Company is wound up, the liquidator may, with the
sanction of a special resolution of the Company and any other
sanction required by law:
(a) divide among the members in kind the whole or any part
of the assets of the Company and, for that purpose, set
such values as he deems fair upon any property to be
divided and determine how the division shall be carried
out between the members
(b) vest the whole or any part of the assets in trustees upon
such trusts for the benefit of members as the liquidator
shall think fit, but no member shall be compelled to
accept any assets upon which there is a liability
131
additional Information
Michael Page International plc
(the “Company”) (Registered in England
and Wales No. 03310225)
THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION. If you are in any
doubt as to the action you should take, you are
recommended to seek your own independent financial
advice from a stockbroker, bank manager, solicitor,
accountant, or other financial adviser authorised
under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares
in the Company, please send this document, together with
the accompanying documents (but not the personalised
Form of Proxy), as soon as possible to the purchaser or
transferee, or to the stockbroker, bank or other agent
through whom the sale or transfer was effected, for delivery
to the purchaser or transferee.
Annual General Meeting
Notice of Meeting
NOTICE is hereby given that the Annual General Meeting of
the Company will be held at Page House, 1 Dashwood Lang
Road, The Bourne Business Park, Addlestone, Weybridge,
Surrey KT15 2QW on Thursday 4 June 2015 at 9.30am for
the following purposes:
Ordinary Business
As ordinary business to consider, and if thought fit, pass
Resolutions 1 to 12 inclusive, which will be proposed as
Ordinary Resolutions:
1.
To receive and consider the Directors’ and Auditor’s
Reports and the Statement of Accounts for the year
ended 31 December 2014.
2. To approve the Directors’ Remuneration Report, other
than the Directors’ Remuneration Policy, in the form set
out in the Company’s Annual Report and Accounts, for
the year ended 31 December 2014. (Note 8)
3. To declare a final dividend on the ordinary share capital
of the Company for the year ended 31 December 2014
of 7.58p per share.
4. To re-elect Robin Buchanan as a Director of the
Company. (Note 9)
5. To re-elect Simon Boddie as a Director of the Company.
(Note 9)
6. To re-elect Steve Ingham as a Director of the Company.
(Note 9)
7. To re-elect David Lowden as a Director of the Company.
(Note 9)
8. To re-elect Ruby McGregor-Smith as a Director of the
Company. (Note 9)
9. To re-elect Danuta Gray as a Director of the Company.
(Note 9)
10. To elect Kelvin Stagg as a Director of the Company.
(Note 9)
11. To reappoint Ernst & Young LLP as Auditor of the
Company to hold office until the conclusion of the
next Annual General Meeting at which accounts are
laid before the Company.
12. To authorise the Audit Committee to determine the
remuneration of the Auditor.
Special Business
To consider and, if thought fit, pass the following
Resolutions, of which 13 and 14 will be proposed as
Ordinary Resolutions and 15,16 and 17 will be proposed as
Special Resolutions.
13. Ordinary Resolution – Authority to Allot Shares (Note 10)
THAT the Directors be and they are hereby generally and
unconditionally authorised 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 and
to grant rights to subscribe for, or to convert any security
into, shares in the Company (‘Rights’) up to an aggregate
nominal amount of £1,084,348, provided that this authority,
shall expire at the conclusion of the next Annual General
Meeting of the Company or, if earlier, on 4 September 2016,
save that the Company shall be entitled to make offers or
agreements before the expiry of such authority which would
or might require shares to be allotted or Rights to be granted
after such expiry and the Directors shall be entitled to allot
shares and grant Rights pursuant to any such offer or
agreement as if this authority had not expired; and all
unexercised authorities previously granted to the Directors to
allot shares and grant Rights be and are hereby revoked.
14. Ordinary Resolution – Donations to Political
Organisations and Political Expenditure (Note 11)
THAT in accordance with sections 366 and 367 of the Act
the Company, and all companies that are subsidiaries of the
Company at the date on which this Resolution 14 is passed
or during the period when this Resolution 14 has effect, be
generally and unconditionally authorised to:
(a) make political donations to political parties
(or independent election candidates) as defined
in the Act, not exceeding £25,000 in total;
(b) make political donations to political organisations
other than political parties, as defined in the Act,
not exceeding £25,000 in total; and
(c) incur political expenditure, as defined in the Act,
not exceeding £25,000 in total;
during the period commencing on the date of passing
this Resolution 14 and ending on 4 September
2016 or at the close of business of the next Annual
General Meeting of the Company (whichever is the
earlier) provided that the authorised sum referred to in
paragraphs (a), (b) and (c) above, may be comprised
of one or more amounts in different currencies which,
for the purposes of calculating the said sum, shall be
converted into Pounds Sterling at the exchange rate
published in the London edition of the Financial Times
on the date on which the relevant donation is made or
notice of aGM
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expenditure incurred (or the first business day thereafter)
or, if earlier, on the day on which the Company enters
into any contract or undertaking in relation to the same
provided that, in any event, the aggregate amount of
political donations and political expenditure made or
incurred by the Company and its subsidiaries pursuant
to this Resolution 14 shall not exceed £75,000.
15. Special Resolution – Disapplication of Pre-emption
Rights (Note 12)
THAT the Directors be and they are hereby empowered
pursuant to sections 570 and 573 of the Act to allot equity
securities (within the meaning of section 560 of the Act) for
cash either pursuant to the authority conferred by Resolution
13 above or by way of a sale of treasury shares as if section
561(1) of the Act did not apply to any such allotment
provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an
offer of securities in favour of the holders of ordinary
shares on the register of members at such record
date 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, subject to such exclusions
or other arrangements as the Directors may deem
necessary or expedient to deal with treasury shares,
fractional entitlements or legal or practical problems
arising under the laws of any overseas territory or the
requirements of any regulatory body or stock exchange
or by virtue of shares being represented by depositary
receipts or any other matter; and
(b) the allotment (otherwise than pursuant to sub-
paragraph (a) of this Resolution 15) to any person or
persons of equity securities up to an aggregate nominal
amount of £162,659, and shall expire upon the expiry of
the general authority conferred by Resolution 13 above,
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
after such expiry and the Directors shall be entitled to
allot equity securities pursuant to any such offer
or agreement as if the power conferred hereby had
not expired.
16. Special Resolution – Power to Buy Back Shares in the
Market (Note 13)
THAT the Company be generally and unconditionally
authorised to make market purchases (within the meaning
of section 693(4) of the Act) of ordinary shares of 1p each
of the Company on such terms and in such manner as the
Directors may from time to time determine, provided that:
(a) the maximum number of ordinary shares hereby
authorised to be acquired is 32,530,459 representing
10% of the issued ordinary share capital of the
Company as at 9 April 2015;
(b) the minimum price which may be paid for each ordinary
share is 1p;
days immediately preceding the day on which such
share is contracted to be purchased;
(d) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting or 4
September 2016 whichever is earlier unless previously
renewed, varied or revoked by the Company in general
meeting; and
(e) the Company may make a contract to purchase its
ordinary shares under the authority hereby conferred
prior to the expiry of such authority, which contract will
or may be executed wholly or partly after the expiry of
such authority, and may purchase its ordinary shares in
pursuance of any such contract.
17. Special Resolution – Notice of General Meetings
(Note 14)
THAT a general meeting, other than an annual general
meeting, may be called on not less than 14 business days’
notice.
The Board consider that all the proposals to be considered
at the Annual General Meeting are likely to promote the
success of the Company and are in the best interests of the
Company and its shareholders as a whole. The Directors
unanimously recommend that you vote in favour of the
Resolutions as they intend to do in respect of their own
beneficial holdings which amount to 2,684,149 shares
representing 0.83% of the existing issued share capital of
the Company.
By order of the Board
Elaine Marriner
Company Secretary – Michael Page International plc
Page House,
1 Dashwood Lang Road, The Bourne Business Park,
Addlestone,
Weybridge,
Surrey KT15 2QW
Registered in England No. 03310225
9 April 2015
Notes
1. A member entitled to attend and vote at the Annual
General Meeting (the ‘Meeting’) may appoint another
person(s) (who need not be a member of the Company)
to exercise all or any of his rights to attend, speak and
vote at the Meeting. A member can appoint more
than one proxy in relation to the Meeting, provided that
each proxy is appointed to exercise the rights attaching
to different shares held by him. Your proxy will vote as
you instruct and must attend the Meeting for your vote
to be counted. Details of how to appoint the Chairman
or another person as your proxy using the Form of
Proxy are set out in the notes to the Form of Proxy.
Appointing a proxy does not preclude you from
attending the Meeting and voting in person. If you
attend the Meeting in person, your proxy appointment
will automatically be terminated.
(c) the maximum price which may be paid for any such
ordinary share is an amount equal to 105% of the
average of the middle market quotations for an ordinary
share in the Company as derived from The London
Stock Exchange Daily Official List for the five business
2.
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notice of aGM
3. A Form of Proxy which may be used to make this
appointment and give proxy instructions accompanies
this Notice. If you do not have a Form of Proxy and
believe that you should have one, please contact Capita
Asset Services on 0871 664 0300 (calls cost 10p per
minute plus network extras), lines are open Monday to
Friday, 9.00am to 5.30pm. If you require additional
copies you may photocopy the Form of Proxy.
7.
4.
In order to be valid an appointment of proxy must
be returned (together with any authority under which
it is executed or a copy of the authority certified (or in
some other way approved by the Directors)) by one of
the following methods:
5.
6.
(a) in hard copy form by post, by courier or by hand to
the Company’s Registrar, at, PXS1, 34 Beckenham
Road, Beckenham BR3 4ZF;
(b) in the case of CREST members, by utilising the
CREST electronic proxy appointment service in
accordance with the procedures set out in Note
6 below;
and in each case must be received by the Company
not less than 48 hours before the time of the Meeting.
A copy of this Notice has been sent for information only
to persons who have been nominated by a member
to enjoy information rights under section 146 of the
Act (a ‘Nominated Person’). The rights to appoint a
proxy cannot be exercised by a Nominated Person:
they can only be exercised by the member. However,
a Nominated Person may have a right under an
agreement between him and the member by whom
he was nominated to be appointed as a proxy for the
Meeting or to have someone else so appointed. If a
Nominated Person does not have such a right or does
not wish to exercise it, he may have a right under such
an agreement to give instructions to the member as to
the exercise of voting rights.
CREST members who wish to appoint a proxy or
proxies by utilising the CREST electronic proxy
appointment service may do so by utilising the
procedures described in the CREST Manual on the
Euroclear website (www.euroclear. com/CREST).
CREST Personal Members or other CREST sponsored
members, and those CREST members who have
appointed a voting service provider(s), should refer
to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on
their behalf. In order for a proxy appointment made by
means of CREST to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK & Ireland
Limited’s (‘EUI’) specifications and must contain the
information required for such instructions, as described
in the CREST Manual. The message (regardless of
whether it constitutes the appointment of a proxy or
an amendment to the instruction given to a previously
appointed proxy) must, in order to be valid, be
transmitted so as to be received by the issuer’s agent
(ID number – RA10) by the latest time(s) for receipt of
proxy appointments specified in the notice of meeting.
For this purpose, the time of receipt will be taken to be
the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from
which the issuer’s agent is able to retrieve the message
by enquiry to CREST in the manner prescribed by
CREST. The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in
regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
EUI does not make available special procedures in
CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted
by means of the CREST system by any particular
time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of
the CREST system and timings.
8.
Resolutions 2 – Approval of the Directors’
Remuneration Report
Last year new requirements were introduced in relation
to the content of the Directors’ Remuneration Report
and the approval of the Report, following changes
made to the Act. In accordance with these new
provisions, the Directors’ Remuneration Report in the
Annual Report and Accounts contains:-
(a) a statement by David Lowden, Remuneration
Committee Chairman;
(b) the Annual Report on Remuneration, which sets out
payments made in or relating to the financial year
ending 2014; and
(c) the Directors’ Remuneration Policy Table (the ‘Table’) in
relation to future payments to the Directors and former
directors, which was approved by shareholders at the
Annual General Meeting held in June 2014. The Table
has been included in the Directors’ Remuneration
Report in accordance with good practice.
The statement by the Remuneration Committee Chairman
and the Annual Report on Remuneration is put to an
annual advisory shareholder vote by Ordinary Resolution.
The Remuneration Policy part of the Report, which sets
out the Company’s forward looking policy on directors’
remuneration (including the approach to exit payments
to directors), is subject to a binding shareholder vote by
Ordinary Resolution at least every three years. It will not,
therefore, be put to a shareholder vote at the Meeting.
The Directors’ Remuneration Report is set out in full in the
Annual Report and Accounts on pages 74 to 86. Resolution
2 is the Ordinary Resolution to approve the Directors’
Remuneration Report. Resolution 2 is an advisory resolution
and does not affect the future remuneration paid to
any director.
9. Resolutions 4 to 10 – Election/Re-election of Directors
In keeping with the Board’s aim of following best
corporate practice, each member of the Board is
notice of aGM
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Strategic ReportCorporate GovernanceFinancial Statements Additional Information and Notice of AGM
standing for re- election, and in the case of Kelvin
Stagg, who has been appointed a Director since
the last Annual General Meeting, election by the
shareholders at this year’s Meeting. Biographical
information on each of the Directors is contained on
pages 57 to 60 of the Annual Report and Accounts.
The Chairman confirms that, following formal
performance evaluation, all Directors standing for
election/re-election continue to perform effectively
and demonstrate commitment to the role.
10. Resolution 13 – Directors’ Authority to Allot Shares
If passed, Resolution 13 will give the Directors authority
to allot ordinary shares in the capital of the Company
up to a maximum nominal amount of £1,084,348
representing approximately one-third of the Company’s
issued ordinary share capital as at 9 April 2015 (the
latest practicable date before publication of this Notice).
This authority will lapse 15 months from the passing of
the Resolution or at the next Annual General Meeting,
whichever shall first occur. Other than the allotment of
shares arising from the vesting of shares or the exercise
of options in respect of the Company’s share and share
option schemes, the Directors have no present intention
of exercising this authority. As at the date of this Notice
the Company does not hold any ordinary shares in the
capital of the Company in treasury.
11. Resolution 14 – Donations to Political Organisations
and Political Expenditure
For the purpose of this Resolution, ‘political donations’,
‘political organisations’ and ‘political expenditure’ have
the meanings given to them in sections 363 to 365
of the Act. In accordance with its business principles,
it is the Company’s policy not to make contributions
to political parties. There is no intention to change
it. However, what constitutes a ‘political party’, a
‘political organisation’, ‘political donations’ or ‘political
expenditure’ under the Act is not easy to decide
as the legislation is capable of wide interpretation.
Sponsorship, subscriptions, payment of expenses,
paid leave for employees fulfilling public duties and
support for bodies representing the business community
in policy review or reform, among other things, may
fall within these terms. Therefore, notwithstanding that
the Company has not made a political donation in the
past, and has no intention of, either now or in the future,
making any political donation or incurring any political
expenditure in respect of any political party, political
organisation or independent election candidate, the
Board has decided to put forward Resolution 14 to
renew the authority granted by shareholders at the last
Annual General Meeting of the Company. This will allow
the Company to continue to support the community
and put forward its views to wider business and
Government interests without running the risk of
being in breach of the law. As permitted under the
Act, Resolution 14 also covers any of these activities
by the Company’s subsidiaries.
12. Resolution 15 – Disapplication of Pre-emption Rights
Resolution 15 will give the Directors authority to allot
shares in the capital of the Company pursuant to the
authority granted under Resolution 13 for cash without
complying with the pre-emption rights in the Act in certain
circumstances. This authority will permit the Directors
to allot:
(a) shares up to a nominal amount of £1,084,348,
(representing approximately one-third of the
Company’s issued share capital) on an offer to
existing shareholders on a pre-emptive basis (in
each case subject to adjustments for fractional
entitlements and overseas shareholders as the
Directors see fit); and
(b) shares up to a maximum nominal value of £162,659
representing approximately 5% of the issued ordinary
share capital of the Company as at 9 April 2015
(the latest practicable date prior to publication of
this Notice) otherwise than in connection with an
offer to existing shareholders.
The Directors have no present intention of exercising this
authority. The Directors confirm their intention to follow
the provisions of the Pre-emption Group’s Statement of
Principles regarding cumulative usage of authorities within
a rolling three-year period. The Principles provide that
companies should not issue for cash shares representing in
excess of 7.5% of the Company’s issued share capital in any
rolling three-year period, other than to existing shareholders,
without prior consultation with shareholders.
13. Resolution 16 – Power to Buy Back Shares in
the Market
Resolution 16 gives the Company authority to buy back
its own ordinary shares in the market as permitted by
the Act. The authority limits the number of shares that
could be purchased to a maximum of 32,530,459
(representing 10% of the Company’s issued ordinary
share capital as at 9 April 2015 the latest practicable
date prior to publication of this Notice) and sets
minimum and maximum prices. This authority will expire
15 months from the passing of the Resolution or at the
next Annual General Meeting, whichever shall first occur.
The Directors have no present intention of exercising
the authority to purchase the Company’s ordinary
shares but will keep the matter under review, taking into
account the financial resources of the Company, the
Company’s share price and future funding opportunities.
The authority will be exercised only if the Directors
believe that to do so would result in an increase in
earnings per share and would be in the interests of
shareholders generally. Any purchases of ordinary
shares would be by means of market purchases
through the London Stock Exchange.
Listed companies purchasing their own shares are
allowed to hold them in treasury as an alternative to
cancelling them. No dividends are paid on shares while
they are held in treasury and no voting rights attach to
treasury shares.
If Resolution 16 is passed at the Meeting, it is the
Company’s current intention to cancel all of the shares
it may purchase pursuant to the authority granted to it.
However, in order to respond properly to the Company’s
capital requirements and prevailing market conditions,
the Directors will need to reassess at the time of any
and each actual purchase whether to hold the shares
in treasury or cancel them, provided it is permitted to
do so.
As at 9 April 2015 (the latest practicable date prior to
the publication of this Notice), there were 3,191,639
options to subscribe for shares in the capital of the
Company representing 0.98% of the Company’s
135
notice of aGM
Auditor’s Report and the conduct of the audit) that is
to be laid before the Meeting; or (b) any circumstances
connected with an auditor of the Company ceasing
to hold office since the last Annual General Meeting,
that the members propose to raise at the Meeting. The
Company cannot require the members requesting the
publication to pay its expenses. Any statement placed
on the website must also be sent to the Company’s
Auditor no later than the time it makes the statement
that the Company has been required to publish on
its website.
19. The Company must cause to be answered at the
Meeting any question relating to the business being
dealt with at the Meeting that is put by a member
attending the Meeting, except in certain circumstances,
including if it is undesirable in the interests of the
Company or the good order of the Meeting that the
question be answered or if to do so would involve the
disclosure of confidential information.
20. Copies of the contract of service for each of
Mr S Ingham and Mr K Stagg and the letters of
appointment for the Chairman and each of the
Non-Executive Directors of the Company are available
for inspection on the day of the Meeting, at the place
of the Meeting, from at least 30 minutes prior to the
Meeting until its conclusion. The same documents are
otherwise available for inspection at the Registered
Office Address of the Company during normal business
hours Monday to Friday (Bank Holidays excepted).
21. You may not use any electronic address in this Notice to
communicate with the Company for any purpose other
than those expressly stated.
issued share capital. If this authority to purchase the
Company’s ordinary shares and the existing authority to
purchase taken at last year’s Annual General Meeting
(which expires at the end of this year’s Meeting) were
to be exercised in full, these options would represent
1.22% of the Company’s issued share capital.
14. Resolution 17 – Notice of General Meetings
This Resolution seeks to renew the authority granted
at the 2014 Annual General Meeting to allow the
Company to call general meetings, other than an annual
general meeting, on 14 business days’ notice. The
minimum notice period for general meetings of listed
companies is 21 days, but companies may reduce
this period to 14 business days (other than for annual
general meetings) provided that two conditions are
met. The first condition is that a company offers a
facility for shareholders to vote by electronic means.
This condition is met if a company offers a facility,
accessible to all shareholders, to appoint a proxy by
means of a website. The second condition is that there
is an annual resolution of shareholders approving the
reduction of the minimum notice period from 21 clear
days to 14 business days. If approved, the Resolution
will allow the Company to retain maximum flexibility
to seek shareholder approval for any future change
or transaction that may require such approval. This
authority will be effective until the next Annual General
Meeting, when it is intended that a similar resolution
will be proposed. The Board will consider on a case by
case basis whether the use of the flexibility offered by
the shorter notice period is merited, taking into account
the circumstances, including whether the business of
the meeting is time sensitive.
15. A member of the Company which is a corporation
may authorise a person or persons to act as its
representative(s) at the Meeting. In accordance
with the provisions of the Act, each such representative
may exercise (on behalf of the corporation) the
same powers as the corporation could exercise if it
were an individual member of the Company, provided
that they do not do so in relation to the same shares.
It is no longer necessary to nominate a designated
corporate representative.
16. As at 9 April 2015 (being the latest practicable date
prior to the publication of this Notice) the Company’s
issued share capital consisted of 325,304,590 ordinary
shares. No shares are held in treasury. Therefore the
total voting rights in the Company are 325,304,590.
17. The contents of this Notice, details of the total number
of shares in respect of which members are entitled
to exercise voting rights at the Meeting, details of the
totals of the voting rights that members are entitled to
exercise at the Meeting and, if applicable, any members’
statements, members’ resolutions or members’ matters
of business received by the Company after the date of
this Notice will be available on the Company’s website:
www.page.com/investors.
18. Members satisfying the thresholds in section 527 of the
Act can require the Company to publish a statement
on its website setting out any matter relating to (a)
the audit of the Company’s accounts (including the
notice of aGM
136
Strategic ReportCorporate GovernanceFinancial Statements Additional Information and Notice of AGM
notes
137
notes
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