Annual Report for the year ended 31 December 2008
Annual Report for the year ended 31 December 2008 Annual Report for the year ended 31 December 2008
purpose during the year. Non-executive Directors are offered the opportunity to attend meetings with major shareholders. The Group participates in a share Deal service offered by Capita Registrars whereby small existing shareholders have the opportunity, through an online and telephone share dealing service, to buy or sell shares in many leading uK Companies. An online and telephone facility is available allowing instant trading at prices provided at the time you give your instruction. There is no need to pre-register. This is a quick and easy share dealing service and is available to either sell or buy Evolution Group plc shares. This benefits both the Group and shareholders in extending the market for the Group’s shares and facilitating dealing for private shareholders. To deal online or by telephone you will need your surname, investor Code reference number (which may be found on a recent share certificate, statement or tax voucher), full postcode and your date of birth. For further information on this service, or to buy and sell shares please contact: • www.capitadeal.com (online dealing) • 0871 664 0454 (telephone dealing – calls cost 10p per minute plus network extras) Full terms, conditions and risks apply and are available on request or by visiting www.capitadeal.com. This is not a recommendation to buy or sell shares. The price of shares can go down as well as up, and you are not guaranteed to get back the amount that you originally invested. shareholders who may wish to donate their shares to charity may do so free of charge through share Gift. Further details are available at www. sharegift.org.uk or by telephoning 020 7930 3737. The Group's website at www.evgplc.com contains information on the Group, its Board and Committees, its operating subsidiaries and the products and services that it offers as well as share price performance and recent announcements. corporaTe governance CONTiNuED 30 THE EvOluTiON GROup plC ANNuAl REpORT & ACCOuNTs 2008 report from the chairman of the audit committee for the year ended 31 december 2008 The composition and Terms of Reference of the Audit Committee are detailed on page 27. The principal activities of the Audit Committee in the year to 31 December 2008 are summarised below: financial statements The Audit Committee reviewed the 2008 Annual Report, the interim results and reports from the external auditors, pricewaterhouseCoopers llp, on the outcome of their audits during 2008. external audit The Committee liaised with the external auditors during 2008 to review the scope and findings of the external audit at the interim and final stages. The Committee recommended to the Board for shareholder approval the re-appointment, remuneration and terms of engagement of the auditors during 2008. Through their review of the balance of audit and non-audit work performed and fees paid to pricewaterhouseCoopers llp, the Committee concluded that auditors’ independence has been maintained throughout 2008 and the audit process was effective. Meetings were held between the auditors and the Committee after each meeting at which the auditors were present, without the presence of Executive Directors, to ensure there were no restrictions on the scope of their audit and that there were no unresolved issues of concern. internal audit in March 2008 the Committee asked the Board to consider the introduction of an internal audit function. in May 2008, Ernst & Young were appointed as the Group’s internal auditors. The internal Audit plan was considered and approved in May 2008 for the year ahead and again in March 2009. The internal audit reports were reviewed and discussed with the internal auditors and management. internal controls The Committee reviewed and evaluated the process by which the Group implemented its system of internal controls and risk management. audit committee effectiveness The members reviewed the Committee’s effectiveness and concluded the Committee to be working effectively. nick irens Chairman of the Audit Committee 8 April 2009 REPORT FROm THE CHAIRmAN OF THE AUdIT COmmITTEE
The Board has delegated to the Remuneration Committee the determination of Executive Directors’ remuneration. The constitution and operation of the Committee comply with the Best practice provisions on Directors’ remuneration in the Combined Code. This report has been prepared in accordance with the Companies Act 1985 as amended by the Directors’ Remuneration Report Regulations 2002, the listing Rules of the uK listing Authority and the Combined Code. it describes how the Board has applied the principles of good governance relating to Directors’ remuneration and where it does not comply and why this is the case. The Directors’ Remuneration Report will be submitted at the forthcoming Annual General Meeting for approval. members of the remuneration committee The Remuneration Committee consists only of independent Nonexecutive Directors. peter Gibbs took over the role as Chairman of the Committee from lord Maclaurin of Knebworth Dl immediately following the Annual General Meeting of the Company on 29 May 2008, and served as Chairman throughout the remainder of the year. lord Maclaurin of Knebworth Dl remains on the Committee, whose other members are Martin Gray, Nicholas irens and Mark Nicholls. The Board considers that all members of the Committee are independent within the meaning of the Combined Code as explained in the Corporate Governance Report on pages 24 to 30. Details of the number of meetings and each member’s attendance are set out in the table on page 24. The Terms of Reference for the Committee comply with the Combined Code and are available for inspection at the Company’s registered office and at the Annual General Meeting. A summary of these Terms is also available on the Group’s website: www.evgplc.com. advice During the year, the Committee has received advice on executive remuneration from its external remuneration advisors Deloitte llp who were appointed by the Committee in september 2008. in addition, it received advice from its lawyers, Jones Day, and internally from its Human Resources Department. The remuneration consultants do not have any other connection with the Group. No individual is involved in the determination of his or her own remuneration. remuneration policy The Committee is responsible for ensuring that the Company’s Executive Directors and senior executives are fairly, but responsibly rewarded for their individual contributions to the Company’s overall performance. it exercises this responsibility through consideration, of all bonus, salary and incentive awards including reviews of the structure of remuneration within operating subsidiaries. The Committee considers Executive Director recommendations for senior executives whose bonus and incentive awards are wholly discretionary. This typically will include non revenue earning areas of the business including risk and compliance. The Committee also considers ad hoc remuneration requests in line with its Terms of Reference throughout the year. The Executive Directors are responsible for bringing remuneration matters to the attention of the Remuneration Committee. For all employees throughout the Group the overriding aim is to develop and implement a remuneration policy which attracts, retains and motivates individuals of the highest calibre to grow the value of the Group and maximise returns to shareholders. The Committee takes the view that the same philosophy that is applied to employees of the Group generally should also apply to Executive Directors who are essential to the effective and successful leadership and management of the Group. The Group operates in the highly competitive market place of investment banking and asset management, which places a heavy emphasis on exceptional rewards for exceptional performance. An overriding objective is to ensure that the approach to remuneration is simple and clear. The Board does not support reward for executives when this is not justified by performance. All reward structures in place across the Group reflect our culture and values of encouraging high individual effort to achieve individual and corporate performance targets. We endeavour to ensure that our businesses are conducted in a manner that achieves the highest standards of compliance and we adopt a zero tolerance policy for non compliance. This policy is reflected in our reward structure. Consistent with this philosophy, the Group’s reward structure aims to achieve the following: • motivate executives in the short to medium-term while also linking remuneration to the long-term performance of the Group; • deliver fully market competitive levels of total compensation to recognise personal performance as well as the individual’s contribution to Group performance, judged on the basis of profit levels and profit growth; • support sustained growth in shareholder value over the medium and long-term by aligning the interests of Executive Directors with those of shareholders through performance related awards reflecting the performance of the Group; • provide long-term incentive opportunity that acts as a retention mechanism; • to ensure that remuneration does not encourage excessive risk taking by aligning rewards to the delivery of sound risk management systems and controls; and • deliver proportionate rewards to Executive Directors having regard to remuneration arrangements of senior Group employees. We have made very good progress WiTh The inTegraTion and developmenT of each of our businesses. direcTors' remuneraTion reporT for The year ended 31 december 31
- Page 1 and 2: Yesterday Today Tomorrow... ANNUAL
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purpose during <strong>the</strong> <strong>year</strong>. Non-executive Directors are offered <strong>the</strong><br />
opportunity to attend meetings with major shareholders.<br />
The Group participates in a share Deal service offered by Capita<br />
Registrars whereby small existing shareholders have <strong>the</strong> opportunity,<br />
through an online and telephone share dealing service, to buy or sell<br />
shares in many leading uK Companies. An online and telephone facility<br />
is available allowing instant trading at prices provided at <strong>the</strong> time you<br />
give your instruction. There is no need to pre-register. This is a quick and<br />
easy share dealing service and is available to ei<strong>the</strong>r sell or buy Evolution<br />
Group plc shares. This benefits both <strong>the</strong> Group and shareholders in<br />
extending <strong>the</strong> market <strong>for</strong> <strong>the</strong> Group’s shares and facilitating dealing <strong>for</strong><br />
private shareholders.<br />
To deal online or by telephone you will need your surname, investor Code<br />
reference number (which may be found on a recent share certificate,<br />
statement or tax voucher), full postcode and your date of birth.<br />
For fur<strong>the</strong>r in<strong>for</strong>mation on this service, or to buy and sell shares please<br />
contact:<br />
• www.capitadeal.com (online dealing)<br />
• 0871 664 0454 (telephone dealing – calls cost 10p per minute plus<br />
network extras)<br />
Full terms, conditions and risks apply and are available on request or by<br />
visiting www.capitadeal.com. This is not a recommendation to buy or sell<br />
shares. The price of shares can go down as well as up, and you are not<br />
guaranteed to get back <strong>the</strong> amount that you originally invested.<br />
shareholders who may wish to donate <strong>the</strong>ir shares to charity may do so<br />
free of charge through share Gift. Fur<strong>the</strong>r details are available at www.<br />
sharegift.org.uk or by telephoning 020 7930 3737.<br />
The Group's website at www.evgplc.com contains in<strong>for</strong>mation on <strong>the</strong><br />
Group, its Board and Committees, its operating subsidiaries and <strong>the</strong><br />
products and services that it offers as well as share price per<strong>for</strong>mance<br />
and recent announcements.<br />
corporaTe governance CONTiNuED<br />
30 THE EvOluTiON GROup plC ANNuAl REpORT & ACCOuNTs <strong>2008</strong><br />
report from <strong>the</strong> chairman of <strong>the</strong> audit committee<br />
<strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>31</strong> december <strong>2008</strong><br />
The composition and Terms of Reference of <strong>the</strong> Audit Committee are<br />
detailed on page 27.<br />
The principal activities of <strong>the</strong> Audit Committee in <strong>the</strong> <strong>year</strong> to <strong>31</strong><br />
<strong>December</strong> <strong>2008</strong> are summarised below:<br />
financial statements<br />
The Audit Committee reviewed <strong>the</strong> <strong>2008</strong> <strong>Annual</strong> <strong>Report</strong>, <strong>the</strong> interim<br />
results and reports from <strong>the</strong> external auditors, pricewaterhouseCoopers<br />
llp, on <strong>the</strong> outcome of <strong>the</strong>ir audits during <strong>2008</strong>.<br />
external audit<br />
The Committee liaised with <strong>the</strong> external auditors during <strong>2008</strong> to review<br />
<strong>the</strong> scope and findings of <strong>the</strong> external audit at <strong>the</strong> interim and final stages.<br />
The Committee recomm<strong>ended</strong> to <strong>the</strong> Board <strong>for</strong> shareholder approval <strong>the</strong><br />
re-appointment, remuneration and terms of engagement of <strong>the</strong> auditors<br />
during <strong>2008</strong>.<br />
Through <strong>the</strong>ir review of <strong>the</strong> balance of audit and non-audit work<br />
per<strong>for</strong>med and fees paid to pricewaterhouseCoopers llp, <strong>the</strong><br />
Committee concluded that auditors’ independence has been maintained<br />
throughout <strong>2008</strong> and <strong>the</strong> audit process was effective.<br />
Meetings were held between <strong>the</strong> auditors and <strong>the</strong> Committee after each<br />
meeting at which <strong>the</strong> auditors were present, without <strong>the</strong> presence of<br />
Executive Directors, to ensure <strong>the</strong>re were no restrictions on <strong>the</strong> scope of<br />
<strong>the</strong>ir audit and that <strong>the</strong>re were no unresolved issues of concern.<br />
internal audit<br />
in March <strong>2008</strong> <strong>the</strong> Committee asked <strong>the</strong> Board to consider <strong>the</strong><br />
introduction of an internal audit function. in May <strong>2008</strong>, Ernst & Young<br />
were appointed as <strong>the</strong> Group’s internal auditors. The internal Audit plan<br />
was considered and approved in May <strong>2008</strong> <strong>for</strong> <strong>the</strong> <strong>year</strong> ahead and<br />
again in March 2009. The internal audit reports were reviewed and<br />
discussed with <strong>the</strong> internal auditors and management.<br />
internal controls<br />
The Committee reviewed and evaluated <strong>the</strong> process by which <strong>the</strong> Group<br />
implemented its system of internal controls and risk management.<br />
audit committee effectiveness<br />
The members reviewed <strong>the</strong> Committee’s effectiveness and concluded<br />
<strong>the</strong> Committee to be working effectively.<br />
nick irens<br />
Chairman of <strong>the</strong> Audit Committee<br />
8 April 2009<br />
REPORT FROm THE CHAIRmAN<br />
OF THE AUdIT COmmITTEE