Report of the directors.

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Employment policies /

The Group operates throughout the world and therefore has developed employment policies that meet local conditions and requirements. These policies are based on the best traditions and practices in any given country in which it operates. See further the Principal Risks and Uncertainties section and the Corporate responsibility report.

Human rights, diversity and disability /

The Group has a series of human resources policies that require its employees to act respectfully and responsibly at all times. These policies include policies on human rights, diversity and disability.

We are committed to treating each employee and applicant fairly and equitably. Employment decisions are based on merit, experience and potential, without regard to race, nationality, sex, marital status, age, religion or sexual orientation. We are committed to following the applicable labour and employment laws in all of the jurisdictions in which we operate.

We believe that disabled people have the same rights as anyone else to become, and continue to be, employees of the Group. Wherever possible, we provide the same opportunities for disabled people as for others. If any of our employees become disabled we make every effort to keep them in the Group’s employment, with appropriate training where necessary.

Employee involvement /

We have employee consultation processes throughout our business in accordance with local laws. In addition, we update all of our employees on a regular basis with Group developments and progress through newsletters, internal publications, senior management notes and face-to-face meetings.

Annual General Meeting /

The Annual General Meeting will be held in the Wren Room at the Royal Institute of British Architects, 66 Portland Place, London W1B 1AD on Thursday 10 May 2012 at 11.00am.

Enclosed with this report is a circular containing a letter from the Chairman to shareholders and the formal notice convening the Annual General Meeting.

Auditors /

In June 2011 the Company announced that, following a competitive tender for the selection of an audit firm, Ernst & Young LLP had been appointed as the Company’s auditor and Deloitte LLP had resigned. Ernst & Young LLP have expressed their willingness to continue in office as auditors and resolutions to appoint Ernst & Young LLP as auditors to the Company and to authorise the directors to fix their remuneration will be proposed at the forthcoming Annual General Meeting.

Directors’ confirmation /

Each of the directors at the date of approval of this report confirms that:

–
so far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware
–
the director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Going concern /

The Group’s business activities, together with factors likely to affect its future development, performance and financial position and commentary on the Group’s financial results, its cash flows, liquidity requirements and borrowing facilities are set out in the Business and Financial Reviews.

The Board is satisfied that the Group balance sheet remains strong. Following the financing activities in 2010, which extended the Group’s maturity profile, and retention of a substantial part of the net sale proceeds from the Synovate disposal, the Group is well-financed with considerable cash and covenant headroom. A tranche of the 2005 Notes amounting to US$159,000,000 matures in July 2012. The Group has sufficient liquidity to meet the maturity from its own financial resources.

During 2011 the Group has continued to generate positive operating cash inflows from operations before tax, acquisitions and capital expenditure.

The main factors contributing to these cash inflows are the retention and growth of the customer base, terms of trade with customers and suppliers and the continuing management of working capital within the Group. The Board has concluded that the Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, indicate that the Group has sufficient funding to operate within the terms of its available facilities.

The Board has considered various alternative operating and funding strategies should these be necessary and is satisfied that a range of actions including cost reduction activities could be adopted if and when necessary.

After making these enquiries, the Board is satisfied that the Group has sufficient resources to continue in operational existence for the foreseeable future and for this reason the going concern basis continues to be adopted in preparing the financial statements for 2011. Furthermore, no material uncertainties related to events or conditions that may cast a significant doubt about the ability of the Group to continue as a going concern have been identified by the directors.

By order of the Board

Andrew Moberly
Company Secretary

14 March 2012

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