ROBERT WALTERS PLC — Annual Report 2012

Dec 31, 2012

Annual Report & ACCOUNTS 2012 ROBERT WALTERS PLC

CONTENTS

Overview
2012 Highlights	01
Chairman's Statement	02
Chief Executive's Statement	04
Operating and Financial Review	08
Directors and Advisors	14
Corporate Responsibility Statement	15
Corporate Governance
Corporate Governance Statement	18
Report of the Audit Committee	23
Report of the Remuneration Committee	24
Other Statutory Information	32
Directors' Responsibilities Statement	34
Independent Auditor's Report to
the Members of Robert Walters plc	35
Financials
Consolidated Income Statement	36
Consolidated Statement of Comprehensive Income 36
Consolidated Balance Sheet	37
Consolidated Cash Flow Statement	38
Consolidated Statement of Changes in Equity	39
Statement of Accounting Policies	40
Notes to the Group Accounts	43
Company Balance Sheet	57
Notes to the Company Accounts	58
Offices	60

Robert Walters

Over the last 27 years Robert Walters has grown and so have our ambitions. We now have 53 offices in 24 countries.

Businesses worldwide rely on us to find the very best specialist professionals to drive their business forward. Why? Because those same professionals trust us to manage their long-term careers.

Our core disciplines:

Sales & Marketing Accounting & Finance Supply Chain & Procurement Engineering Information Technology Banking & Financial Services Legal Secretarial & Support Oil & Gas Human Resources

2012 Highlights

Revenue (2011: £528.1m) £567.8m

Net fee income (2011: £183.4m)

£188.4m

Operating profit (2011: £15.6m) £8.5m

Profit before taxation (2011: £15.1m)

£7.7m

Basic earnings per share (2011: 14.1p)

6.8p

Chairman's Statement

I am pleased that we successfully delivered results in line with expectations. Whilst profitability has been impacted by the decline in financial services we have taken decisive action to re-align the business; cutting relevant costs, diversifying into new disciplines and investing in Resource Solutions, our profitable recruitment process outsourcing business. 85% of the Group's recruitment net fee income is now generated from outside of financial services (2011: 78%).

Revenue was £567.8m (2011: £528.1m) and gross profit (net fee income) increased by 3% to £188.4m (2011: £183.4m). Operating profit was £8.5m (2011: £15.6m) and profit before taxation was £7.7m (2011: £15.1m). The Group has maintained a strong balance sheet with a net cash position of £11.5m as at 31 December 2012 (31 December 2011: £17.1m).

In line with our long-term growth strategy, we continued to diversify our recruitment discipline coverage and opened four new offices during the year (San Francisco, Rio de Janeiro, Milton Keynes, Parramatta) which strengthened our position in existing markets. In the past two months, we opened two new offices, in Ghent and Dubai, bringing the Group's global footprint to 53 offices in 24 countries. In addition, the Group has invested £1.0m to establish a Resource Solutions presence in Asia.

The Board will be recommending maintaining the final dividend at 3.68p per share (2011: 3.68p) which combined with the interim dividend of 1.47p per share will result in a total dividend of 5.15p per share (2011: 5.15p).

During the year, no shares were purchased through the Group's long-term share buy-back programme, however the Board was authorised to repurchase up to 10% of the Group's issued share capital and will be seeking approval for the renewal of this authority at the Annual General Meeting on 24 May 2013.

I am delighted to have joined such a strong, international business as Chairman. On behalf of the Board, I would like to take this opportunity to thank Philip Aiken and Russell Tenzer, who both retired from the Board earlier this year, for their many years of service and counsel as Non-executive Directors.

In conclusion, I would like to thank all our staff across the world for their hard work this year. The business has successfully responded to market conditions, supported by strong management, a healthy balance sheet and a well regarded international brand.

We opened offices in San Francisco, Rio de Janeiro, Milton Keynes and Parramatta during the financial period, with two offices in Ghent and Dubai opening in 2013.

Leslie Van de Walle Chairman 25 February 2013

Geographic net fee income

Chief Executive's STATEMENT

The Group is more geographically, discipline and sector diverse than ever before. We now have in place a strong blend of permanent, contract and interim recruitment income streams, a broad breadth of recruitment disciplines and an exceptionally strong commerce sector client base. Whilst we still have a strong financial services offering, we recognise that markets and levels of demand have changed and we have therefore responded accordingly. In Resource Solutions, we also have a marketleading and rapidly growing recruitment process outsourcing business.

85%

85% of our recruitment net fee income is dervied from outside of financial services.

Group headcount increased to 2,233 as at 31 December 2012 (31 December 2011: 2,047) largely due to our Resource Solutions business winning several new contracts during the year and expanding into Asia.

Review of operations

Asia Pacific (50% of net fee income) Revenue was £280.6m (2011: £246.6m) and net fee income increased to £93.4m (2011: £92.7m), producing an operating profit of £7.2m (£6.9m in constant currency) (2011: £12.3m).

Australia, the region's largest business, was impacted by the downturn in financial services and the ripple effect of the slowdown in the resources sector, particularly during the second half of the year. To take advantage of growth, particularly from SMEs, we have opened a second office in the suburbs of Sydney in Parramatta (following last year's opening in Chatswood) and the Group now has seven offices across Australia.

Asia has been impacted by the slowdown in the banking sector, although we have partially offset this by growing commerce as demonstrated by strong performances from our operations in Malaysia and Thailand. In China, we have completed the purchase of the remaining 30% minority interest and restructured the management team.

In January 2012, we established our Resource Solutions business in Asia, supported by a £1.0m investment, and I am pleased to say that we have already secured a number of client wins.

UK (26% of net fee income)

Revenue was £193.2m (2011: £189.0m) and net fee income increased to £49.7m (2011: £47.0m), producing an operating profit of £0.4m (2011: £0.5m).

Financial services recruitment activity remained weak, whilst net fee income grew strongly across the UK in other disciplines. We opened a new office in Milton Keynes to further strengthen our regional office footprint.

Resource Solutions performed strongly, winning new clients and renewing existing contracts.

continued overleaf >

Asia Pacific

The Group opened its first office in Asia Pacific in 1996 and has quickly grown a market-leading presence across 11 countries.

Offices:

Adelaide Auckland Bangkok Beijing Brisbane Chatswood Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur Melbourne Nanjing Osaka Parramatta Perth Seoul Shanghai Singapore Suzhou Sydney Taipei Tokyo Wellington

Countries: 11

23Offices

50%Net fee income

Chief Executive's STATEMENT continued

Europe (21% of net fee income)

Revenue was £87.8m (2011: £87.4m) and net fee income was £39.6m (2011: £39.1m), producing an operating profit of £1.2m (£1.4m in constant currency) (2011: £2.8m).

Trading conditions deteriorated during the second half of the year although France, our largest business, produced a robust performance. Germany continued to deliver strong net fee income growth throughout the year however, in the Netherlands, conditions remained difficult and net fee income declined year-onyear. In Spain, market conditions continue to be extremely tough while our business in Ireland increased profitability.

Americas and South Africa (3% of net fee income) Revenue was £6.1m (2011: £5.1m), net fee income increased to £5.7m (2011: £4.6m), producing an operating loss of £0.4m (operating loss of £0.5m in constant currency) (2011: £nil).

2012 was a year of significant investment across the Americas and South Africa. South Africa delivered a positive result with net fee income growing strongly. We believe our business is a market leader and well positioned to continue to build market share.

In New York, banking recruitment remained tough however our recent move into sales and marketing and legal recruitment shows promise. San Francisco has performed well, benefiting from its focus on the technology and digital media industries. In Brazil, we opened a new office in Rio de Janeiro early in the year, however the Brazilian economy has since slowed, making market conditions more difficult.

Outlook

Although the global economy is still facing a number of difficulties, we are confident that the significant changes we have made to the structure of the business will deliver a platform for enhanced future profitability. In line with our growth strategy, we will continue to invest selectively in areas which will enable us to build our market share, keeping a tight control on costs and taking every opportunity to make the business as efficient as possible.

Robert Walters Chief Executive 25 February 2013

69% PERMANENT

Good balance of net fee income across permanent and contract recruitment.

UK

The very first Robert Walters office opened in Central London in 1985. Today the Group has a network of offices across the country.

Offices: Birmingham Guildford London Milton Keynes Manchester

5Offices

26%Net fee income

OPERATING AND FINANCIAL REVIEW

Principal activities and objectives The Group's principal activity comprises the provision of professional recruitment services on a permanent and contract basis in Asia Pacific, the UK, Europe, the Americas and South Africa to clients in the financial, commercial and industrial sectors. Our activities also include recruitment process outsourcing services, delivered through the Group's Resource Solutions business.

+8% Revenue

The subsidiary undertakings principally affecting the profits or net assets of the Group in the year are listed in note 10 to the accounts. The Group's primary objective is to be the world's leading specialist professional recruitment consultancy. We plan to achieve this through the growth of existing businesses and profitable expansion into both new geographical areas and professional disciplines. Critical success factors are considered to be a continued strengthening of the depth and calibre of the management team, as well as the ongoing development of the brand, particularly through the delivery of high-quality service to both clients and candidates.

Future outlook

The Group's internationally recognised brand and strong balance sheet have enabled it to grow revenue, net fee income and market share during 2012, despite the volatile trading conditions experienced during the year. The Group has also continued to expand its geographic footprint in existing and new markets and diversified into new recruitment disciplines. During 2013, we will continue to run the business as we have in previous times of economic uncertainty, through sensible cost management and the identification of and selective investment in those markets offering strong growth potential.

Revenue

Revenue for the Group is the total income from the placement of permanent and contract staff, and therefore includes the remuneration costs of contract candidates and the total cost of advertising recharged to clients. It also includes outsourcing fees, consultancy fees and the margin derived from payrolling contracts charged by Resource Solutions to its clients.

Revenue increased 8% to £567.8m (2011: £528.1m) with 51.6% (2011: 54.2%) of the annual total being generated in the second half of the year. The Group continues to focus on consultant productivity, reducing headcount in areas of weak demand and hiring selectively in the areas of the business where recruitment activity levels are increasing.

Gross profit (net fee income)

Net fee income is the total placement fees of permanent candidates, the margin earned on the placement of contract candidates and the margin from advertising. It also includes the outsourcing, consultancy and payrolling margin earned by Resource Solutions.

continued overleaf >

Europe

In 1988 we opened our first European office in Belgium. Two years later Amsterdam followed. The Group now has 18 offices across Europe.

Offices:

Amsterdam Brussels (x3) Dublin Düsseldorf Eindhoven Frankfurt Luxembourg Lyon Madrid Paris (x3) Rotterdam Strasbourg Zaventem Zürich

Countries: 8

18Offices

21%Net fee income

OPERATING AND FINANCIAL REVIEW continued

Net fee income for the year increased by 3% to £188.4m (2011: £183.4m). Net fee income was £96.0m in the second half compared to £92.4m in the first half (2011: 1H £89.1m, 2H £94.3m). The increase in net fee income was primarily due to further growth in the contract Robert Walters divisions and the growth of the Resource Solutions business.

Operating profit

Operating profit decreased by 46% to £8.5m (2011: £15.6m) and administrative expenses were £179.9m (2011: £167.8m). The principal reason for the 7% increase in costs was due to the diversification of the Group and also the investment in Resource Solutions. The Group's average headcount increased by 13% from 1,934 during 2011 to 2,193 in 2012.

Interest and financing costs

The Group incurred a net interest charge for the year of £0.7m (2011: £0.4m). In November 2012, the Group extended its threeyear committed financing facility, which was increased to £30.0m until November 2015. At 31 December 2012, £14.1m was drawn down under this facility. The Group also has an outstanding loan of £0.5m which was used to finance the growth in working capital of our business in China. This Renminbi-denominated loan is secured by cash deposits in Hong Kong and is repayable in installments over four years. More details are provided in note 13 to the accounts.

A foreign exchange loss of £0.1m arose during the year on translation of the Group's intercompany trading accounts and external borrowings (2011: loss of £0.2m).

Taxation

The tax charge in 2012 was £2.8m (2011: £4.9m) which gives an effective rate of 36.7% (2011: 32.5%). The tax rate is higher than the standard UK rate of 24.5% due to the impact of adjustments to accounting profit in the tax calculation, primarily disallowable entertainment and higher rates of overseas taxation in Japan, Australia and France.

Earnings per share

Basic earnings per share were 6.8p (2011: 14.1p) and the weighted average number of shares for the year was 71.2m (2011: 69.7m).

Dividend and dividend policy

A final dividend of 3.68p (2011: 3.68p) per ordinary share is being proposed by the Board. Together with the interim dividend of 1.47p (2011: 1.47p) per ordinary share paid in October 2012, the total dividend per share would amount to 5.15p (2011: 5.15p). The final dividend, if approved, which amounts to £2.6m, will be paid on 14 June 2013 to those shareholders on the register as at 24 May 2013.

Balance sheet

The Group had net assets of £71.5m at 31 December 2012 (31 December 2011: £70.7m) including goodwill of £7.9m (2011: £7.9m). The increase in the Group net assets of £0.8m comprises profit for the year of £4.9m, credits relating to share schemes of £4.5m, offset by dividends paid of £3.7m, currency movements of £2.5m and elimination of non-controlling interest of £2.3m.

Cash flow and net cash position

At 31 December 2012, the Group had cash balances of £26.0m (31 December 2011: £29.0m). Cash inflow from operating activities was £11.3m (2011: £17.0m).

The significant payments made from operational cash flow were £3.9m of fixed asset expenditure, £6.4m of corporation tax payments, £3.7m of dividends and £1.1m on computer software. These payments were partially offset by a £2.7m draw down of the borrowing facility. The Group had positive cash flows from operations and is currently well placed to meet future working capital cash requirements.

Surplus cash balances are invested with financial institutions with favourable credit ratings that offer competitive rates of return.

Going concern

Details on the Directors continuing to adopt the going concern basis in preparing the accounts can be found on page 33.

Americas and South Africa

In 1994 our New York office established our presence in the Americas. Johannesburg opened in 1998 and São Paulo opened in 2010.

Offices:

Johannesburg New York Rio de Janeiro São Paulo San Francisco

Countries: 3

5Offices

3%Net fee income

OPERATING AND FINANCIAL REVIEW continued

Key performance indicators
KPI	2012	2011	Definition	Analysis
Net fee income	£188.4m	£183.4m	Net fee income is the total placement fees of permanent candidates, the margin earned on the placement of contract candidates and the margin from advertising. It also includes the outsourcing, consulting and payrolling margin earned by Resource Solutions.	Net fee income grew by 3% with a further four offices opened during the year, in line with the Group's strategy for growth across both existing and new markets.
Productivity	£148.3k	£162.9k	Productivity represents the total net fee income generated per fee earner.	Weaker candidate and client confidence during the year particularly in the financial services sector was the key factor resulting in lower productivity in 2012. The Group is well positioned to take advantage of any improvement in market conditions. Additionally, headcount was increased primarily in immature markets with currently lower fee transaction levels and Resource Solutions which also has lower levels of productivity.
Earnings per share	6.8p	14.1p	Earnings per share is defined as profit for the year attributable to the Group's equity shareholders, divided by the weighted average number of shares in issue during the year.	The decrease reflects the reduction in profitability of the Group during the year.
Total shareholder return (TSR)	16.0%	118.5%	TSR is share price growth plus dividends attributable to shareholders over a three-year period.	The decrease reflects the downturn in share price growth over the three-year period.
International mix	74%	74%	International mix represents the percentage of net fee income generated outside UK operations.	There has been no change in the international mix with net fee income in the UK business growing at a similar rate to the rest of the world in the current year, although the international percentage is likely to continue to increase over the longer term.
Debtor days	34	30	Debtor days represents the length of time it takes the Company to receive payments from its debtors. It is calculated by reference to the number of days' billings it takes to cover the debtor balance.	Tight control over debtor collection assists in reducing the overall risk profile of the business. Whilst this has increased, it is considered best in class.
Principal risks and uncertainties Risk management process				and consider the extent to which management has addressed the key risks through appropriate controls and actions to mitigate

The Board recognises the importance of identifying and actively monitoring the full range of financial and non-financial risks facing the business, at both a local and Group level. By regularly reviewing the risk profile of the business, the Board ensures that the risk exposure remains appropriate at any point in the cycle. The effectiveness of the risk management process is monitored by the Audit Committee. The process involves identifying and prioritising the key risks within the Group, and developing and implementing appropriate mitigation strategies to address those risks.

We review our risks in terms of likelihood of occurrence and potential impact on the business and the Audit Committee review those risks. Each local management team continues to consider key risk areas at least annually and review their system of internal controls to ensure that each risk area is addressed within the business. The Internal Audit function reviews and tests the effectiveness of these controls to ensure that risk is being managed properly.

A summary of the key risks that we believe could potentially impact the Group's operating and financial performance, together with associated key actions, is shown opposite.

Principal risks and uncertainties

Risk	Actions to mitigate risk
Economic environment – Job availability and the level of candidate confidence in the employment market are important factors in determining the total number of	The Group is geographically diversified with offices in 24 countries which reduces the reliance on the success of any particular market. The Group also continues to develop its contract and Resource Solutions businesses, both of which provide more resilient revenue streams in the event of an economic downturn.
recruitment transactions in a given year. Candidates are less inclined to move jobs when the number of jobs available is stagnant or in decline, which could lead to a deterioration in the Group's financial performance.	The Board's strategy when facing a slowdown in a market is to balance the cost base, such that the impact on profit is mitigated, against the perceived future benefit from the retention of key staff. Historically, the Group has benefited substantially from increased operational gearing as a result of its policy of deliberately retaining key staff through economic downturns.
People management – The Group relies heavily on recruiting and retaining talented	The Group's policy of linking bonuses to profitability in discrete operating units has a high correlation to the retention of efficient and effective members of staff.
individuals with the right skill-sets to grow the business. In addition, as the Group expands its operations in emerging markets the supply of people with the	The long-term incentive schemes that are detailed in note 18 to the accounts also form a key part of a wider strategy to improve levels of staff retention, particularly of the Group's senior employees.
required skills in specific geographic regions may be limited. The failure to attract and retain key employees with the required sales, management and leadership skills may adversely affect the	Other elements of the strategy to improve staff retention and maximise career opportunities include significant investment of time and financial resources in employee training and development including regular appraisals, aimed at core consultant competencies and focused on enhancing management potential. A comprehensive approach to succession planning is also in place across the Group.
Group's financial results.	The Group offers international career opportunities and actively encourages the re-deployment of existing talent to grow new businesses and establish new offices.
Brand and reputation – There is an inherent risk that the brand and reputation of the	Quality control standards are maintained and reviewed for each stage of the recruitment cycle with all new employees receiving appropriate levels of training applicable to their role.
Group could be impacted by a failure to maintain high-quality service levels to both candidates and clients.	Candidate and client satisfaction surveys are carried out on a regular basis, with Directors addressing any negative feedback directly with the client or candidate.
	A 'Contact us' email address is available on the Group's website so any negative feedback or improper conduct can be acted upon swiftly by the Group Marketing Director and local senior management.
Laws and regulations – The Group operates in a number of diverse jurisdictions and has to comply with	To ensure compliance, our legal department works with leading external advisors as required to monitor potential changes in employment legislation across the markets in which we operate.
numerous domestic and international laws and regulations, any change to which could have a detrimental effect on the	Contractual terms and conditions are thoroughly reviewed before signing to ensure contract provisions are fully understood and risks are fairly allocated between parties.
Group's financial performance.	An escalation process exists such that contracts with non-standard terms are reviewed and approved by the Group Counsel and Chief Financial Officer as appropriate.
Technology – The Group is reliant on its technological infrastructure to maintain	The Group maintains a comprehensive IT security policy, which is reviewed on a regular basis, covering all areas of IT security from user access through to server access.
client and candidate data. A critical infrastructure or system disruption could	All sensitive candidate and customer information is held securely with restricted access.
have a material impact on the Group's financial results, whilst a loss of confidential and competitive information can have an adverse impact on operations. Local disasters can also impact the day-to-day operations of the business.	The Group continues to review and improve its Business Continuity Plan to mitigate against any critical infrastructure disruptions.

DIRECTORS AND ADVISORS

Leslie Van de Walle (56)

Chairman

Leslie is Non-executive Chairman of SIG plc. He is also a Nonexecutive Director of DCC plc, La Seda de Barcelona S.A and Cape plc. He was formerly Chief Executive Officer of Rexam plc, Executive Vice President of Global Retail, a division of Royal Dutch Shell plc and a Non-executive Director of Aegis Group plc and Aviva plc. He also previously held a number of senior management positions with Cadbury Schweppes plc and United Biscuits Limited. Leslie was appointed as Non-executive Chairman of Robert Walters plc with effect from 1 October 2012.

Robert Walters (58)

Chief Executive

After graduating with a degree in economics and politics in 1975, Robert joined Touche Ross. In 1978 he joined Michael Page International plc, initially working in its commerce division and subsequently set up and ran their public practice unit. In 1982 he set up and managed its New York office. He resigned in 1984 and founded the business of Robert Walters in 1985.

Giles Daubeney (51)

Chief Operating Officer

After working in recruitment for Accountancy Selection Limited and Badenoch & Clark Limited, Giles joined the Group in 1988. From 1990 to 1994, he was based in Amsterdam and responsible for the Group's Dutch and Belgian operations. Giles was appointed to the role of Chief Operating Officer in 1999, and was appointed to the Board of Robert Walters plc in July 2000.

Alan Bannatyne (43)

Chief Financial Officer and Company Secretary After qualifying as a Chartered Accountant with Deloitte & Touche, Alan was Commercial Manager of Primecom and then Financial Director of Foresight, both subsidiaries of Primedia, a listed South African Media Group. Alan joined Robert Walters plc as Group Financial Controller in September 2002 and was appointed to the Board of Robert Walters plc as Chief Financial Officer in March 2007.

Martin Griffiths (46)

Non-executive Director

Martin Griffiths is Finance Director of Stagecoach Group plc, the international transport company. From 1997 until 2000, he was Business Development Director at Stagecoach, having previously worked at Arthur Andersen, where he qualified as a Chartered Accountant in 1991. Martin is a past Chairman of the Group of Scottish Finance Directors and in 2004 won the Young Scottish Finance Director of the Year Award. He is a Non-executive Director of AG Barr plc. Martin was appointed to the Board of Robert Walters plc in July 2006.

Andrew Kemp (62)

Non-executive Director

Andrew is currently Group HR Director at De La Rue plc. He previously held Group HR Director appointments at Bovis, Transport Development Group plc, News International, Aegis and Rentokil Initial plc. Prior to Bovis, Andrew held a number of HR appointments at the rank of Captain and Major in the British Army. Andrew was appointed to the Board of Robert Walters plc in November 2007.

Carol Hui (56)

Non-executive Director

Carol is the General Counsel and an Executive Director of Heathrow Airport. Previously, she has held the positions of Board Director and General Counsel of Amey plc, Group Legal Director and Company Secretary of TDG plc and Deputy General Counsel of BG plc. Carol was awarded European General Counsel of the Year by the International Law Office and Association of Corporate Counsel. She is a Non-executive Director and Trustee of the national charity, Action for Blind People. Carol was appointed to the Board of Robert Walters plc in January 2012.

Registered office

11 Slingsby Place St Martin's Courtyard London WC2E 9AB

Registered number 3956083

Auditor

Deloitte LLP Chartered Accountants 2 New Street Square London EC4A 3BZ

Solicitors

Dechert 160 Queen Victoria Street London EC4V 4QQ

Stockbrokers Investec 2 Gresham Street London EC2V 7QP

Principal bankers

Barclays Level 28 1 Churchill Place Canary Wharf London E14 5HP

Registrars

Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

CORPORATE RESPONSIBILITY STATEMENT

The Board recognises its responsibilities in respect of social, environmental and ethical (SEE) matters. The Board monitors all significant risks to the Group, including SEE risks, which may impact the Group's short and long-term value. During 2012, no significant SEE risks were identified.

(i) FTSE4Good index

The Group has held FTSE4Good status since 2008. FTSE4Good Index inclusion criteria covers a number of corporate responsibility themes, such as environmental management, climate change, countering bribery and supply chain labour

standards. Our continued inclusion in the index recognises that our policies and management systems enable us to address and mitigate key corporate responsibility risks.

(ii) Diversity

We are an equal opportunities employer and fully embrace the principles of diversity and equality. We aim to provide a working environment and culture that recognises and values difference and believe that having a diverse workforce not only allows us to benefit from a variety of perspectives but also ensures we fully realise the Group's potential right across the globe.

Our diversity policy forms a critical part of our staff induction programme and all employees participate in our diversity workshops.

Diversity is as critical an issue for our candidate population and clients as it is for our own staff. All candidates are encouraged to complete an equal opportunities form on registration, the data from which is important to both the Group and our clients to ensure we are introducing candidates from the widest possible talent pool and helping clients fulfil their own diversity programmes.

We are members of the Employers Forum on Disability, the world's leading employers' organisation focused on disability as it affects business, with the intention of ensuring the Group is at the forefront of developments in diversity best practice.

(iii) Our people

Growing leaders of tomorrow

Our people are the lifeblood of our business and our philosophy is one of providing continuous professional development and learning opportunities to all staff with the aim of growing our future leaders from within. We are extremely proud that many of our senior management team across the globe started their careers with us as consultants and now manage businesses in different parts of the world.

Training

Employees participate in structured training programmes, covering formal skills training through to ongoing mentoring from senior members of staff. Activities include:

• Induction training: including Company values, diversity, the provision of high-quality service levels to clients and candidates, marketing, HR and legal policies and procedures.
• Technology skills: both basic and advanced as required.
• Consultant sales training: modular core skills training programmes for consultants. Two to three-day courses spread over the first two years of a consultant's tenure with the Group.
• Management training for both fee-earning and support staff. – Leadership training and development courses for Directors.

International mobility

Our international mobility programme is an important factor that underpins our strategy of international growth and diversification and enables us to replicate the Group's core values across our office network. The programme offers successful fee-earning and back office staff the opportunity to transfer to the Group's businesses overseas, providing valuable international business exposure and opportunities to replicate best practice.

(iv) Employee communication and involvement

The Group places considerable value on the involvement of its employees and has continued its best practice of keeping them informed on matters affecting them as employees and on the various factors affecting the performance of the Group:

• Biannual videocasts to all staff by the Chief Executive Officer and Chief Operating Officer.
• Quarterly global newsletters and regular local business updates. – Quarterly team-building events.
• Top performers events: international events for high-performing consultants and managers.

The Directors consider that the ability of employees to participate in the share ownership of the Company is vital for the success of the Group. The Group currently operates a number of share incentive schemes and details of the Executive Share Option Schemes are included in note 18 to the accounts.

(v) Charity and supporting local communities

A strong commitment to the local communities that support us is a trait that we are proud to say exists right across the Group's operations around the world. The Group made charitable donations of £51,000 during the year (2011: £63,000) and outlined below are just some of the activities undertaken by our businesses and staff across the globe:

5 October 2012 was a landmark day – the Group's first Global Charity Day. Each office across the world organised a series of events and initiatives including dress down, cake bake sales, hat-wearing competitions, karaoke, head shaving and raffles, with all proceeds donated to local charities defined by each office. The Group raised £40,262 with charities right around the world benefiting, including Macmillan Cancer Support, Medicos Sin Fronteras, Association Petit Princes, Make-a-Wish and the Melanoma Institute to name a few.

CORPORATE RESPONSIBILITY STATEMENT continued

Staff from our Japan business have continued to visit those areas, such as Tohoku, devastated by the earthquake and tsunami to assist with the clean up operation. In addition, more than 50 staff members participated in the Financial Industry in Tokyo (FIT) run and the Run for the Cure Foundation raising funds for local charities and breast cancer prevention respectively.

In Hong Kong, the Group has become one of the lead sponsors of the MoonTrekker race, a 26km overnight hike in aid of Room to Read, a charity dedicated to promoting literacy and gender equality in education.

Elsewhere in Asia, the Singapore office organised a 'Christmas with a Difference' initiative, with staff buying Christmas gifts for sick children in collaboration with the charity, Club Rainbow.

In Australia, the Group remains a 'Major Supporter of Life Saving Services' at the North Bondi Life Saving Club, Australia's oldest life saving institution. Our sponsorship enables the club to purchase state-of-the-art life saving equipment and to protect the safety of all those who enjoy the beach. The Group is also lead sponsor of the annual Robert Walters Bondi Barefoot Soft Sand Race. In New Zealand, the Group are a partner of Plunket, the largest provider of support services for the development, health and well-being of children under five years old.

Our business in the UK sponsored the Macmillan Cancer Support Carol Concert in London for the sixth successive year and continued to hold events at our London head office for ClearlySo, an organisation which works to connect social business, enterprise, commerce and investment. We also hosted an event for the Brokerage, a charity that helps create a pathway to the city for young residents of London's inner-city boroughs, educating a group of 15–16 year-olds on CV writing and how to prepare for an interview. Teams from the London office also participated in the Thames Dragon Boat Race raising money for The Children's Trust. In support of the arts, the Group is a corporate sponsor of London's Saatchi Gallery.

In Europe, Robert Walters France is a founding member of A Competence Egale (ACE), an independent anti-discrimination organisation of 55 recruitment firms, whose mandate is to promote equal opportunities in the workplace. Robert Walters and Walters People are strongly committed to corporate social responsibility, participating in La Parisienne, a charity run in support of breast cancer, raising money for the Association Petit Princes, an organisation granting a wish to sick children, and donating surplus office furniture to the Diocese of Paris. In Belgium staff completed a 20km charity run in Brussels for CFP, a charity supporting sustainable projects in the southern hemisphere. In the Netherlands, the Group is a sponsor of Alp D'u6, a charity bike ride in support of the Dutch Cancer Foundation. Staff also regularly participate in the Zuidas Run in support of the VU Cancer Centre.

(vi) Environment

While it is recognised that the Group does not operate in a business sector that can cause significant pollution, the Board ensures that all the environmental aspects of the Group's activities are evaluated. As a result, the Group's environmental policy seeks to reduce its environmental impacts by encouraging waste segregation and the reduction of energy consumption.

The Group is active in working towards the achievement of local Environmental Management Standards. In October 2012, operations in Paris joined London and Amsterdam in achieving certification to ISO14001, the International Standard for Environmental Management.

The Standard provides a framework for achieving the balance between maintaining profitability while setting targets for improving the organisation's environmental performance. The Group's compliance with ISO14001 and its drive for continuous environmental performance improvement is independently assessed by British Standard Institute (BSI).

It is the Group's intention that best practice from our accredited environmental management system established in these countries be deployed across the Group worldwide.

Other environmental initiatives that are in place across the Group include:

Carbon emissions

Over the past 12 months, the Group has been collecting data from all its operations globally, so that it can meet the Mandatory Carbon Reporting requirements prescribed by the Greenhouse Gas Emissions (Directors' Regulation Report) that comes into effect from April 2013.

The Group continues to actively reduce the carbon footprint of the business through:

• Consulting closely with the Carbon Trust and considering its recommendations as environmental objectives;
• Establishing objectives for minimising travel to that which is totally necessary; and
• Offsetting travel-related carbon emissions through an accredited reforestation scheme covering the UK, Europe and Asia Pacific.

Recycling

Policies and procedures continue to be enhanced for the shredding, segregation and recycling of waste across the majority of our offices globally.

Suppliers

The Group continues to evaluate the environmental credentials of key suppliers, where necessary by following a physical audit trail, including those that dispose of waste, and ensures that they are aware of the Group's Environmental Code of Practice.

Electricity

Where possible, the Group's offices have adopted a policy of obtaining electricity from renewable sources or from suppliers that have adopted green energy purchase procedures.

Energy conservation

Across the office network, the Group promotes the acquisition of low energy office equipment and the installation of lighting systems that are controlled by motion sensors. PCs automatically shutdown at 11pm every night.

Throughout 2012 the Group has continued with its policy that new or redeveloped properties occupied for recruitment operations have a BREEAM* efficiency rating of 'very good' or higher.

* Building Research Establishment (BREEAM) is the world's foremost environmental assessment method and rating system for buildings. 'Very Good' has become the standard for all new government and public buildings.

(vii) Health and safety

The Chief Executive Officer has overall responsibility for the implementation of the Group's health and safety policy, with specific operational responsibility delegated to managers at each location. Every effort is made to ensure that all national safety requirements are met at all times.

(viii) Political donations

The Group made no political donations during the year (2011: £nil).

To read more about the Group's Corporate Social Responsibility activities, please visit www.robertwalters.com/CSR

CORPORATE GOVERNANCE STATEMENT

Dear Shareholder

I am pleased to report that your Company has again complied in full throughout the year with the UK Corporate Governance Code.

As a Board, we are pleased with the progress that the Group has made to ensure high standards of corporate governance are maintained. We monitor developments and trends in corporate governance both in the UK and internationally, adopting any emerging practice we feel would improve our governance whether or not it becomes mandatory.

One of our core values that is continually communicated within the Group is a belief that the highest standards of integrity are essential in business. As a Group, we have an expressed aim of respecting the needs of shareholders, employees, clients, candidates, contractors and suppliers.

The Board has a wide range of responsibilities and it is my duty to ensure it has the right mix of skills and talent and to ensure that it works effectively as a team towards shared goals. A key aspect for ensuring your Board's effectiveness is our annual Board and Committee evaluation process, which had a positive outcome. It is pleasing to note that further progress was made last year with increased levels of focus on the regional business units including the first overseas site visit. We also took a number of significant steps forward in terms of Board governance and are now fully compliant with best practice. We will continue to look to enhance the positioning of the business and continue to adapt and improve the Group's risk culture and framework. I am also pleased to report that the Board had a good transition in respect of a new Non-executive Director and the appointment of a new Chairman and looks forward to a constructive 2013.

The Board Committees have had an active year. The Nominations Committee led the appointment process for myself, your new Chairman appointed on 1 October 2012. The Board also welcomed a new Non-executive Director, Carol Hui who started on 1 January 2012. I also would like to use this opportunity to thank both Philip Aiken who resigned as Non-executive Chairman on 30 September 2012 and Russell Tenzer who resigned as Non-executive Director on 24 May 2012 for their many years of valuable contribution to the Group. The Audit Committee oversaw a significant improvement in all areas of risk management, through the creation of the Internal Audit function in January 2012, the ongoing development of the Group's risk register and greater inclusion of local management in developing and managing the risk profile of the Group. The Remuneration Committee has continued to engage with our shareholders, performed a review of Executive Directors' pay and assessed the likely required regulatory changes to be effected for the period ending 31 December 2013.

On the following pages we describe our corporate governance framework in more detail. In the current year, we have re-organised our report so that its structure reflects the sections of the UK Corporate Governance Code to make it easier for shareholders to assess our performance against the main principles.

Leslie Van de Walle Chairman 25 February 2013

Statement of compliance with the UK Corporate Governance Code

The Company has complied fully throughout the year ended 31 December 2012 with the Code provisions set out in the 2011 UK Corporate Governance Code (the Code).

The Board of Directors is committed to the highest standards of corporate governance and has applied the principles set out in the Code, including the Main Principles, the Supporting Principles and the Provisions by complying with the Code as reported above. Further explanation of how we integrate the Main Principles of the five sections of the UK Corporate Governance Code into our business, these being; Leadership; Board Effectiveness; Relations with Shareholders; Accountability; and Remuneration is set out below. Our principles and policy in relation to remuneration are covered separately in our Remuneration Report on pages 24 to 31.

Leadership

The Board and its role

The Board is responsible to the Group's shareholders for the conduct and performance of the Group's business. Having strong governance processes and oversight help drive the culture of the business so that it can better deliver on its responsibility to all of our stakeholders.

The Board has developed a Board governance framework which sets out the governance structure of the Board and its Committees. The Board considers that it has shown its commitment to leading and controlling the Group by:

• Having a Board constitution which details the Board's responsibility to the Group's shareholders for the management of the Group's affairs. It exercises direction and supervision of the Group's operations throughout the world and defines the line of responsibility from the Board to the Chief Executive and the Executive Directors in whom responsibility for the executive management of the business is vested;
• The Board retaining specific responsibility for agreeing the strategic direction of the Group, the approval of accounts, business plan, budget and capital expenditure, the review of operating results, the effectiveness of governance practice and risk management, and also the appointment of senior executives and succession planning;
• A high level of attendance by the Directors at the seven Board meetings held during the year. There was one apology from Andrew Kemp;
• The provision of appropriate training to all new Directors at the time of appointment to the Board, and by ensuring that existing Directors receive such training as to be equipped with the skills required to fulfil their roles; and
• Delegating responsibilities to sub-Committees: Audit Committee; Remuneration Committee; and Nominations Committee.

Audit Committee

The Audit Committee's primary focus is to assist the Board in fulfilling its oversight responsibilities. During the year the Committee met three times and reviewed the following:

• Half-year results and the annual financial statements;
• The effectiveness of the Group's system of internal controls and risk management; and
• The performance of the external auditors, their terms of engagement, the scope of the audit and audit findings including findings on key judgements and estimates in the financial statements.

Further information on the work of the Committee during the year can be found on page 23.

Nominations Committee

The Nominations Committee met twice during the year and its activities included:

• Recommending Leslie Van de Walle as Chairman;
• Monitoring the Board's structure, size, composition and diversity to achieve a balanced and effective Board in terms of skills, knowledge and experience;
• Reviewing the leadership needs and succession planning of the Group including identifying and developing talent;
• Recommending any changes in the membership of the Board Committees; and
• Assessing potential conflicts of interest of all Directors.

Remuneration Committee

The Remuneration Committee met twice during the year and its activities included:

• Determining the individual remuneration packages for Executive Directors;
• Approving the targets and performance assessments for performance-related incentive schemes; and
• Overseeing the operation of all incentive schemes and awards and determining whether the performance criteria had been met.

Further information on the work of the Committee during the year can be found in the Remuneration Report on pages 24 to 31.

CORPORATE GOVERNANCE STATEMENT continued

Attendance at meetings

The number of scheduled Board meetings and Committee meetings attended as a member by each Director during the year are set out below.

		Audit	Nominations	Remuneration
	Board	Committee	Committee	Committee
	(7 meetings)	(3 meetings)	(2 meetings)	(2 meetings)
Philip Aiken (resigned 30 September 2012)	5 of 5	–	2	1 of 1
Leslie Van de Walle (appointed 1 October 2012)	2 of 2	1 of 1	–	–
Robert Walters	7	–	2	–
Giles Daubeney	7	–	–	–
Alan Bannatyne	7	3	–	–
Russell Tenzer (resigned 24 May 2012)	2 of 2	1 of 1	1 of 1	2
Martin Griffiths	7	3	2	1 of 1
Andrew Kemp	6	3	–	2
Carol Hui (appointed 1 January 2012)	7	3	2	2

Division of responsibilities between Chairman and Chief Executive The Board has shown its commitment to dividing responsibilities for the Board and running the Company's business by keeping the roles of Chairman and Chief Executive separate. The key responsibilities of the Chairman and Chief Executive are summarised below:

• During the period to 30 September 2012, as Chairman, Philip Aiken was responsible for leading the Board, its effectiveness and its integrity. The Chairman sets the tone for the Company, and ensures the links between the Board and shareholders are strong. Leslie Van de Walle was appointed Chairman on 1 October 2012 and assumed these responsibilities.
• As Chief Executive, Robert Walters is responsible for the day-to-day management of the Group's operations and reporting to the Board.

Board balance and independence

The Board comprises the Chairman, three Executive Directors and three independent Non-executive Directors. The Group's commitment to achieving a balance of Executive and Nonexecutive Directors is shown by:

• The Non-executive Directors comprising more than half of the Board of Directors;
• The Non-executive Directors being considered to act independently of management and free from any business relationship that could materially interfere with the exercise of their independent judgement; and
• Leslie Van de Walle, Martin Griffiths, Carol Hui and Andrew Kemp being considered to be free from any other relationship which could materially interfere with the exercise of their independent judgement.

Senior Independent Director

The Board has appointed Martin Griffiths as the Senior Independent Director. Martin Griffiths is available to shareholders when they may have issues or concerns where contact through the normal channels of either the Chairman or the Executive Directors has either failed to resolve concerns, or contact is deemed inappropriate.

Board effectiveness

Transparency of Board appointments

The Nominations Committee is responsible for nominating candidates to fill Board vacancies, considers the ongoing succession of the Board and its Committees and makes recommendations on Board composition and balance. The members of the Committee are the Non-executive Directors and Robert Walters. During the year, the Nominations Committee met to consider and approve the appointment of Leslie Van de Walle as the new Chairman to replace the departing Philip Aiken. The Committee also approved the re-election of the remaining Directors at the May 2012 Annual General Meeting.

The Nominations Committee has written terms of reference which are available on request. The procedure for appointments to the Board includes the requirement to specify the nature of the position in writing and to ensure that appointees have sufficient time available to meet the demands of the position. The terms of the contracts for the Non-executive Directors are available upon request.

Understanding the business

The Board has sought to ensure that Directors are properly briefed on issues arising at Board meetings by establishing procedures for:

• Distributing Board papers in advance of meetings in the appropriate form including detailed reports and presentations to enable it to discharge its duties;
• Adjourning meetings or deferring decisions when Directors have concerns about the information available to them; and
• Making the Company Secretary responsible to the Board for the timeliness and quality of information.

Professional development

On appointment, the Directors receive relevant information about the Group, the role of the Board and the matters reserved for its decision, the terms of reference and membership of the principal Board Committees and the powers delegated to those Committees, the Group's corporate governance policies and procedures and the latest financial information about the Group.

Throughout their period in office, the Directors are regularly updated on the Group's business and the environment in which it operates, by written briefings and by meetings with senior executives, who are invited to attend and present at Board meetings from time to time. They are also updated on any changes to the legal and governance requirements of the Group and those which affect them as Directors and are able to obtain training, at the Group's expense, to ensure they are kept up to date on relevant new legislation and changing commercial risks.

Performance evaluation

A formal and rigorous performance appraisal of the Board, its Committees, the Directors and the Chairman is conducted annually as we recognise that our effectiveness is critical to the Group's continued success.

A detailed review was completed by each Director and individual discussions took place between the Chairman and each of the Directors and, in the case of the Chairman's performance and leadership this was reviewed by the Senior Independent Nonexecutive Director. Subsequently, there was a full Board discussion of the matters that were raised and a process to ensure that the decisions taken were appropriately implemented. Overall, the outcome of the evaluation process was very positive, with good progress noted on the areas of focus raised in previous evaluations. This process did not identify any material issues that needed to be addressed.

Regular re-election of Directors

Previously, all Directors were subject to re-election every three years, or every year in the case of those Non-executive Directors who have held office for more than nine years. Since January 2012, in line with the recommendations of the Code, the Board has agreed to submit all Directors for annual election at the May 2013 Annual General Meeting. As a result of their annual performance evaluation, the Board considers that their individual performances continue to be effective, with each Director demonstrating commitment to their role. The Board is therefore pleased to support their re-election at the forthcoming Annual General Meeting.

Succession planning

A clear focus on career progression for employees is core to the Group's growth and helps attract and retain talented individuals. The Group remains committed to maximising career opportunities through significant investment in training and professional development. A clear succession plan is in place for all Board members and their direct reports.

Relations with shareholders

Dialogue with institutional shareholders

The Directors seek to build on a mutual understanding of objectives between the Company and its institutional shareholders by:

• Making annual and interim presentations to institutional investors;

• Meeting shareholders to discuss long-term issues and obtain their views;

• Communicating regularly throughout the year; and

• Regular meetings of the Board being used as the forum to ensure that Non-executive Directors are updated on the views of major shareholders that have been communicated to the Executive Directors.

Constructive use of Annual General Meeting

The Board seeks to use the Annual General Meeting as an opportunity for all shareholders to question the Board and the Chairmen of the Board Committees on matters put to the meeting including the Annual Report. The Board seeks to encourage shareholder participation by:

• Inviting shareholders to submit questions in advance; and
• Providing a balanced and understandable assessment of the Group's position and prospects.

The results of voting at general meetings are published on the Company's website, www.robertwalters.com, as required by the UK Corporate Governance Code.

Accountability

Internal control

The Board is responsible for the effectiveness of the Group's system of internal control. A review has been completed by the Board for the year ended 31 December 2012 and up to the date of approval of the Annual Report, in accordance with the recommendations of the Turnbull Report. The Board's monitoring covers all controls, including financial, operational and compliance controls, and risk management. It is based primarily on reviewing reports from management to consider whether significant risks are identified, evaluated, managed and controlled and whether any significant weaknesses are promptly remedied and indicate a need for more extensive monitoring. The Audit Committee assists the Board in discharging its review responsibilities. During the course of its review of the system of internal control, the Board has not identified nor been advised of any failings or weaknesses which it has determined to be significant. Therefore a confirmation in respect of necessary actions has been considered appropriate.

The Group's system of internal control is designed to safeguard the Group's assets and to ensure the reliability of information used within the business and for publication. Such a system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can provide only reasonable and not absolute assurance against material misstatement or loss.

The full Board meets regularly and has a schedule of matters which are required to be brought to it or its duly authorised Committees for decision, aimed at maintaining full and effective control over appropriate strategic, financial, operational and compliance issues on an ongoing basis.

The Board has put in place an organisational structure with clearly defined responsibilities and delegation of authority. The Board constitution clearly sets out those matters for which the Board is required to give its approval.

CORPORATE GOVERNANCE STATEMENT continued

The Board seeks to improve the robustness of internal checks and balances within the Group on an ongoing basis and to implement controls and processes to address areas of potential improvement that come to the attention of the Board. As part of the drive to improve risk management and internal control across the business, the Audit Committee, with the approval of the Board, has sanctioned the creation of a dedicated Internal Audit function that has been fully operational with effect from 1 January 2012. The proposed Internal Audit annual plan is submitted for approval by the Audit Committee and the reviews and tests of key business processes and control activities are reported on throughout the year, including following up in respect of the implementation of management action plans to address any identified control weaknesses or potential improvements. In conclusion there were no areas that were deemed to be unfit for purpose.

Audit Committee and Auditor

A separate Report of the Audit Committee is set out on page 23 and provides details of the role and activities of the Committee and its relationship with the external auditor.

Leslie Van de Walle Chairman 25 February 2013

REPORT OF THE AUDIT COMMITTEE

Dear Shareholder

I would like to give you an overview of the operation and scope of the Audit Committee and report on our work over the past year.

Composition of the Audit Committee

The Audit Committee is appointed by the Board from the Nonexecutive Directors of the Company. The Audit Committee's terms of reference include all matters indicated by Disclosure and Transparency Rule 7.1 and the Code. The terms of reference are considered annually by the Audit Committee and are available upon request.

The members of the Audit Committee are myself, Martin Griffiths (Chairman), Carol Hui and Andrew Kemp, all of whom are Nonexecutive Directors. The Committee met three times during the year and all members were present at each of the meetings. Russell Tenzer, who resigned on 24 May 2012, was present at the first of those meetings during the year. The Audit Committee is required to include one financially qualified member, with this requirement currently fulfilled by myself. All Audit Committee members are considered to be financially literate. The composition of the Committee was reviewed during the year, and the Board and Committee are satisfied that it has the expertise and resource to fulfil its responsibilities effectively including those relating to risk and control.

As Audit Committee Chairman, I invited the Chairman of the Board and the Executive Directors to each meeting. In addition the Group Financial Controller, Internal Auditor and representatives from the Group's external auditors, Deloitte LLP, were present at each meeting.

Role of the Audit Committee

The Audit Committee meets at least three times a year to review the interim and annual financial statements, the accounting policies of the Group, its internal financial control procedures and compliance with accounting standards, business risk, legal requirements and the requirements of all other matters indicated by the terms of reference.

A process has been in existence throughout the period that this report relates to in order to assess the risks within the business and to report and monitor such risks. The Audit Committee regularly receives reports identifying the key internal controls in existence and also risk reports from the business. The Audit Committee then evaluates the effectiveness of those controls and the management of key risks within the Group.

Financial statements

The Committee reviewed the Group's draft full year and half-yearly results statements prior to Board approval and reviewed the external auditor's detailed reports thereon. In particular the Committee reviewed the opinions of management and the Auditor in relation to the appropriateness of accounting policies adopted, significant estimates and judgements.

Internal audit and risk

During the year, the Committee reviewed the independence and objectivity of the newly created Internal Audit function and approved the Internal Audit Plan for 2013. During the year, the Internal Audit function has delivered both significant geographic and financial coverage, as well as risk-based assurance in a wider remit including operational activities and support departments such as human resources.

Internal Audit reports on key business processes and control activities, including following up the implementation of management action plans to address any identified control weaknesses. At each meeting, the Committee received a summary of new audit findings and a progress update on previously raised audit recommendations.

External Auditor

The Audit Committee discharges its responsibility in respect of the annual financial statements by: reviewing the terms of the scope of the external audit in advance of the audit; and, subsequently evaluating the findings of the external audit as presented to the Audit Committee by the Auditors prior to the approval of the annual financial statements.

The Audit Committee recognises the importance of ensuring the independence and objectivity of the Group's Auditors and reviews the service provided by the Auditors and the level of their fees. Any non-audit fees greater than £25,000 require the approval of the Audit Committee. The Audit Committee also meets with the Auditors at least once a year without Executive Directors being present.

The Audit Committee is responsible for making recommendations to the Board regarding the remuneration and appointment of its external auditors. Whilst the appointment of external auditors is considered each year, it is the policy of the Audit Committee to review the appointment in greater detail at least every five years. Such a review was performed during 2010, taking into account a number of factors, including audit effectiveness at both operating company and at Group level, quality, continuity and depth of resources, expertise and competitiveness of fees. The appointment of the Senior Statutory Auditor is also rotated every five years and Edward Hanson was appointed to this role for the 2009 audit.

The Board has delegated responsibility to the Audit Committee for making recommendations on the appointment, evaluation and dismissal of external Auditors. The Audit Committee has adopted a policy with respect to the provision of non-audit services provided to the Group by the external Auditors that complies with the requirements of the Code.

After due and careful consideration, taking account of the processes above, the Committee has recommended to the Board that Deloitte LLP be reappointed as the Company's Auditor.

Raising concerns in confidence

The Audit Committee also reviews the Group's whistleblowing procedures to ensure that appropriate arrangements are in place for employees to be able to raise matters of possible impropriety in confidence, with suitable subsequent follow-up action. The Audit Committee considers that the nomination of Martin Griffiths, as a point of contact, for raising any such matter is an appropriate measure and the procedure for raising such concerns is detailed on the Group's intranet.

Approved

This report was approved by the Board of Directors on 25 February 2013 and is signed on its behalf by:

Martin Griffiths

Audit Committee Chairman 25 February 2013

REPORT OF THE REMUNERATION COMMITTEE

Dear Shareholder

I am pleased to introduce the report of the Board covering the Group's remuneration policy and practice in respect of Executive and Non-executive Directors.

The Remuneration Committee's activities and composition in 2012

It was gratifying to see the response from our shareholders in support of last year's report of the Remuneration Committee at the 2012 Annual General Meeting. This followed several conversations with a number of key institutional shareholders and representative trade bodies since the 2011 Annual General Meeting. We will continue to engage with our largest shareholders and ensure that we build upon feedback received for future reports.

In 2012, in addition to the engagement process with our largest shareholders and representative trade bodies, the key areas of focus have been:

• A review of the basic pay, benefits, bonus and equity incentives for the Executive Directors;
• An assessment of the link between reward for individual and Company performance to align the interests of the Executive Directors with those of shareholders;
• Consideration of Executive Directors' remuneration in relation to the reward structures in place for other Group employees; and
• An assessment of the changing regulatory environment and associated disclosure requirements.

As I highlighted in last year's Remuneration Report, Carol Hui and Martin Griffiths joined the Committee in 2012 and Philip Aiken stepped down. Russell Tenzer retired from the Board and the Committee at the Annual General Meeting in 2012. I would like to thank both Philip and Russell for their contribution during their tenure.

2012 business performance and reward

It has been another difficult year within the global recruitment market. The financial crisis in the Eurozone worsened considerably following the headline news in April centred upon the Greek economy and resulted in further global uncertainty. There was a consequential lack of confidence across the world's major economies and financial markets that impacted negatively on the willingness both of clients to hire and of professional candidates to move roles.

Despite this challenging backdrop, the Group delivered an 8% increase in revenue to £567.8m and net fee income was up 3% to £188.4m. The Group continued to invest for the longer-term in those geographic markets and disciplines offering the greatest future rates of return, maintained its geographical footprint and retained its more experienced and talented employees to ensure the business is well positioned to maximise growth opportunities going forwards. This long-term investment, coupled with the marked decline in recruitment activity amongst our financial services clients across the globe and resultant negative impact on margins, resulted in a decrease in profit before taxation to £7.7m. Overall, the Group succeeded in delivering against long-term strategic objectives with further diversification into new disciplines and continues to be seen as one of the few global and leading

professional recruitment consultancies, with 74% of net fee income currently derived from outside the UK.

Based on the Group's financial results and against the stretching and specific financial target set out at the beginning of 2012 for the year which was not achieved, the Committee has determined that no annual bonuses have been earned in respect of the financial performance element. Whilst the Executive Directors performed well against individual personal objectives, they have waived this element of bonus. With regard to longer-term incentives, whilst the share price increased in the first half of the year, it decreased in the second half of the year as a consequence primarily of negative market sentiment. Total Shareholder Return (TSR) over the three-year period ended 31 December 2012 was 16% compared to a relative result for the FTSE Small Cap Index of 27%. As a consequence, 50% of the shares awarded in 2010 under the Performance Share Plan have not vested. The remaining 50% of these awards and all of the executive share option awards granted in 2010 met the relevant earnings per share performance target over the three-year period and have vested in full. The Remuneration Committee also reviewed the underlying performance of the business over the three-year period and is satisfied that the performance of the business as a whole including combined earnings per share of 33.4p over the period merits the vesting of the earnings per share element of equity incentives.

The structure of remuneration

In reviewing basic pay, the Committee has considered the overall employment market and also the average base pay increases for employees in both the UK and the overall Group, together with current trading conditions. As a result, and mindful of continued difficult trading conditions, the Committee has decided to exercise restraint and believes that a nil salary increase is appropriate with effect from 1 January 2013.

The Committee has reviewed the overall structure of pay in 2012 and has decided that the bonus opportunity for Executive Directors and the level of awards under the equity incentive schemes should remain unchanged for the time being. We believe that the measures and the performance ranges set in 2012 are stretching. We shall keep our executive pay arrangements under review in the light of comments from our major shareholders, the representative bodies, the provisions of the Code and future regulatory requirements. I hope that our shareholders will be able to support the Report at the 2013 Annual General Meeting and we intend to conduct a comprehensive review of total remuneration during the course of the year for consideration at the 2014 Annual General Meeting.

Andrew Kemp

Remuneration Committee Chairman 25 February 2013

Unaudited information

Remuneration Committee

The Remuneration Committee comprises Andrew Kemp, Martin Griffiths and Carol Hui, all of whom are Non-executive Directors and it is the intention of the Chairman, Leslie Van de Walle, to be in attendance for all meetings. Carol Hui was appointed to the Committee on 1 January 2012 and on 23 January 2012 Philip Aiken resigned from the Committee and was replaced by Martin Griffiths. Russell Tenzer resigned from the Committee on 24 May 2012.

The purpose of the Committee is to consider all aspects of Executive Directors' remuneration and to determine the specific remuneration packages of the Executive Directors, including bonus schemes, pension contributions and other benefits. The Committee also determines the remuneration of the Chairman. The Committee ensures that the remuneration packages are competitive within the recruitment industry, and reflect both Group and personal performance during the year, whilst also having regard to the broader levels of remuneration within the Group itself and environmental, social and governance issues. The Committee meets when required to consider all aspects of Executive Directors' remuneration and received independent external advice from Towers Watson and Hewitt New Bridge Street Consultants LLP during the year. Towers Watson and Hewitt New Bridge Street have been formally appointed by the Committee. Neither firm provides other services to the Committee and both are members of the Remuneration Consultants Group and the Committee is satisfied that no conflicts of interest have arisen. The terms of reference of the Remuneration Committee are available upon request.

Statement of remuneration policy

Executive Directors

The Committee reviews the Group's remuneration philosophy and structure each year to ensure the remuneration framework remains effective in supporting the Company's business objectives, is in line with best practice and fairly rewards individuals for the contribution they make to the business having regard for the size and complexity of the Group's operations and the need to motivate and attract employees of the highest calibre.

The total remuneration package links corporate and individual performance with an appropriate balance between long and short-term elements, and fixed and variable components. The policy is designed to incentivise Executive Directors to meet the Company's key objectives, such that a significant portion of total remuneration is performance related. The pay mix chart below shows the relative proportions of fixed to variable pay and the emphasis that is placed on pay for performance. The values are calculated by reference to the bonus that would be paid for hitting the target profit before taxation and the expected value of equity incentives.

The Group believes strongly that remuneration should be linked to performance. The following two graphs give a perspective of the Chief Executive's pay over a period of ten years. The first shows how the Chief Executive's base salary has increased since 2002 against the Total Shareholder Return (TSR) of the FTSE Small Cap Index over the same period. The second graph shows the evolution of the Chief Executive's total 'realised' pay against the TSR of Robert Walters plc and the FTSE Small Cap Index. The single total figure table also shows the total realised pay of each of the Executive Directors in anticipation of the expected legal requirement due to be in force next year.

REPORT OF THE REMUNERATION COMMITTEE continued

Single total figure		2012							2011
	Base salary £'000	Bonus £'000	Pension £'000	Other benefits £'000	LTIPs1 £'000	Total £'000	Salary £'000	Bonus £'000	Pension £'000	Other benefits £'000	LTIPs1 £'000	Total £'000
R C Walters	537	–	107	60	801	1,505	524	209	105	60	854	1,752
G P Daubeney	448	–	89	48	525	1,110	437	175	87	48	714	1,461
A R Bannatyne	328 1,313	– –	66 262	27 135	349 1,675	770 3,385	320 1,281	128 512	63 255	27 135	473 2,041	1,011 4,224

1 The performance conditions, targets and actual performance for both the Performance Share Plan and Executive Share Option Scheme are detailed on pages 27 and 28.

The Group's policy on Executive Directors' remuneration and implementation for the year ended 31 December 2012 was as follows:

(i) Salary

Policy: The basic salary of each Executive Director is determined by the Remuneration Committee and takes into account the performance of each individual, information from independent sources on the levels of salary for similar jobs in comparable companies, average increases for employees across the Group as a whole, affordability and fairness. Salaries are reviewed annually with changes taking effect from 1 January.

Implementation: On the basis of this information and in line with the Group average salary increase for 2012, the basic salary for each of the Executive Directors was increased by 2.5%. Applying similar principles, mindful of economic considerations, there will be no increase for Executive Directors from 1 January 2013.

(ii) Annual bonus

Policy: Each of the Executive Directors participates in the annual executive bonus plan under which payments are subject to a maximum of 100% of salary. Bonuses are dependent upon the achievement of profit before taxation targets and individual Key Performance Indicators (KPIs). The majority of the bonus is linked to the financial performance of the Group, which is approved by the Board each January and specific KPIs exist for the non-financial element of the bonus.

Implementation: For 2012, the Committee determined the annual bonus payment for the Executive Directors by reference to specific performance targets set at the beginning of the year. The performance measures are:

• Profit before taxation for the Group; and
• Personal KPIs which include strategic performance objectives such as the successful execution of the Group's investment strategy, opening of new offices, staff retention and development, client and candidate satisfaction, innovation and improvements to IT infrastructure.

Stretching goals are set out at the beginning of the year and in the case of profit before taxation, performance is assessed on the basis of accounts reviewed by the Auditor. The business did not achieve the financial target and whilst all Executive Directors performed well against their personal objectives, they have waived the associated non-financial bonus element. Hence no cash bonuses will be made in respect of 2012.

Performance in respect of the 2013 annual bonus scheme for the Executive Directors will continue to be measured against the underlying financial performance of the Group and personal performance measured against individual KPIs. The maximum annual bonus opportunity will remain unchanged at 100% of salary.

(iii) Pensions and other benefits

Policy: Each of the Executive Directors is entitled to a range of benefits, including pension (or cash in lieu of pension), permanent health insurance, private medical insurance, car allowance and mortgage subsidy. All benefits are subject to annual review. In respect of pension, each Director is entitled to an annual contribution of 20% of salary into an approved money purchase scheme. The Chief Executive takes his pension contribution as a cash allowance. Both the Chief Financial Officer and the Chief Operating Officer opted to take the element of their contribution, over and above the limit set by HMRC, in cash.

Implementation: The Committee reviewed the value of benefits and decided that no changes should be made to the value in 2012 and that benefits will not be increased in 2013.

(iv) Long-term incentive arrangements

Policy: Staff retention, motivation and the unification of our businesses across the Group are key to the success of the Group. Equity incentives are seen as an effective component of remuneration in achieving these goals and are targeted at the wider Group leadership team of approximately 100 employees. The Group operates two share plans, with one share option scheme under which options to buy shares at a strike price equivalent to prevailing share price on the date of grant. Participants receive value subject to absolute growth in share price and EPS performance. Under the performance share plan, shares are awarded at nil cost. They deliver value subject to relative share price and EPS performance. Executive Directors are eligible to participate in the share plans and together with selected employees are encouraged to invest their own funds in the Company through a co-funding mechanism that historically has a high correlation with employee retention. Award levels are set under both plans to ensure that broadly two-thirds of total pay is performance related and to ensure the appropriate balance between short-term and longer-term performance. The key measures that determine vesting are relative Total Shareholder Return and Earnings per Share, both of which remain KPIs for the Group.

In accordance with the guidance issued by the Association of British Insurers and consistent with the rules of the Company's share schemes, the maximum number of new shares that may be issued in respect of all share schemes is limited to 10% of the issued share capital. At 1 January 2013 the Company had outstanding options representing 7.8% of issued share capital. The Company also has an Employee Benefit Trust that may acquire shares in order to meet contingent obligations under share-based incentive schemes.

In the event of a change of control, the rules specify that all awards would vest subject to satisfaction of the performance conditions. The awards would normally then be pro rated to reflect the period of time between the date of grant and the date of change of control. Further information relating to all equity awards currently available to Executive Directors is detailed on pages 30 and 31 and in note 18 to the accounts.

(a) Share options – executive and all-employee

Policy: Executive Directors and selected senior employees participate in the Executive Share Option Scheme. This scheme is administered by the Remuneration Committee and is open to employees and Executive Directors of the Company and its subsidiaries. The share options are only exercisable between three and ten years from the date of grant and only to the extent that earnings per share targets have been satisfied over an initial period of three years. Options over shares are generally granted on an annual basis.

The maximum number of options that may be granted to an existing Executive Director or employee in any given year is the lower of 300,000 shares or the equivalent value of 2.5 times salary at the date of grant. To date, the number of shares granted to Executive Directors is broadly unchanged from year to year, an approach that ensures participants do not benefit from receiving larger grants of options as a consequence of a fall in the share price.

Implementation: In March 2012, the Executive Directors were granted option awards as follows: 300,000 for the Chief Executive Officer; 250,000 for the Chief Operating Officer; and 200,000 for the Chief Financial Officer. As a percentage of salary the expected value of the grants amounted to 35% of salary. The vesting of options granted in 2012 is subject to the achievement of an earnings per share growth rate which exceeds the percentage increase in the UK retail price index by at least an annual compound growth of 8% per annum, over a period of three financial years of the Group. On satisfaction of this performance target, one third of the options vest. The options vest in full only where earnings per share growth matches the UK retail price index plus an annual compound growth of 14%. Vesting between these points is linear. To the extent that the performance targets are not met at the end of the three-year period, options will lapse. The vesting criteria have been selected on the basis that they are considered to be stretching and align the interests of management with shareholders.

The Robert Walters Save As You Earn (SAYE) option scheme is an HMRC-approved scheme open to all permanent UK employees, allowing an individual to acquire options over ordinary shares of the Company at a discount of up to 20% of their market price up to a maximum value of £9,000. Options granted under the scheme can normally be exercised during a period of six months starting on the third anniversary of the start of the relevant SAYE contract.

Further information relating to all options currently available to Executive Directors is detailed on page 30 and in note 18 to the accounts. The rules, as approved by shareholders, specify that in the event of a change of control, all options would vest subject to satisfaction of the performance conditions.

(b) Performance Share Plan (PSP)

Policy: A long-term incentive plan for Executive Directors and senior employees was approved at the 2003 Annual General Meeting of the Company, and further amendments were approved at the 2006 Extraordinary General Meeting. This scheme is administered by the Remuneration Committee and is open to employees and the Executive Directors of the Company and its subsidiaries.

The PSP permits the award of both performance shares and co-investment shares. Both awards vest in full after three years, subject to meeting two performance targets: relative TSR measured against the FTSE Small Cap Index; and earnings per share growth over the three-year period. In the case of co-investment shares, there is a further condition that the individual must meet the requirement to invest in shares in the Company during the vesting period. To participate in the co-investment opportunity, each participant may invest in shares using personal funds of up to 25% of salary. An award of co-investment shares will then be made over that number of shares which could have been acquired had the amount of salary invested been on a pre-tax basis.

REPORT OF THE REMUNERATION COMMITTEE continued

The maximum award of performance shares that may be made to an Executive Director in any financial year is limited to shares with an aggregate market value equal to 100% of 'pay' which is defined in the scheme rules as basic salary plus cash-denominated benefits in kind. The maximum award expressed as a percentage of base salary is 120%.

The vesting criteria for PSP awards is split into two separate components. Half the shares awarded will vest subject to meeting earnings per share growth targets. In the event that Group performance exceeds the UK retail price index, by at least an annual compound growth of 8% per annum, over a period of three financial years, one third of the shares will vest. There is then a straight-line increase in vesting with 100% vesting where earnings per share growth matches the UK retail index plus annual compound growth of 14%. Vesting of the remaining half of the shares is determined by reference to relative TSR over a three-year period. No vesting occurs of such shares unless performance at least matches the performance of the FTSE Small Cap Index and full vesting occurs when TSR exceeds the FTSE Small Cap Index by annual compound growth of 12.5%. This level of performance is deemed to be broadly equivalent to upper quartile performance. To the extent that the performance targets are not met at the end of the three-year period, the shares will lapse. The criteria have been selected on the basis that they are considered to be stretching and align the interests of management with shareholders. The existence of a market-related component ensures that performance is also benchmarked against relative performance and not just absolute performance. TSR over the three-year period ended 31 December 2011 was 118.50% compared to a relative result for the FTSE Small Cap Index of 56.39%. As a consequence, 50% of the 2009 Performance Share Plan awards vested. The remaining 50% of these awards failed the relevant earning per share performance targets and therefore lapsed.

Implementation: In March 2012 the Executive Directors were granted PSP awards to the value of one times salary. The maximum expected value of the performance shares is 62% of salary and combined with the Executive Share Option Scheme represents a maximum expected value of 97% of salary.

(v) Share ownership

The percentage and value of the shareholdings of the Executive Directors, based on the share price at 31 December 2012 and expressed as a percentage of salary are as follows:

Shares held	% of issued share capital	% of salary
R C Walters	3.13%	863%
G P Daubeney	2.31%	764%
A R Bannatyne	0.32%	144%

(vi) Service contracts

The service contracts for each of the Executive Directors are subject to review annually. These service contracts are terminable by either party giving up to 12 months' written notice at any time and there are no specific provisions relating to any payments for early termination of office.

None of the Executive Directors currently hold significant Nonexecutive Director positions and it is expected that the Executive Directors would seek approval from the Board prior to the acceptance of any such positions in companies outside the Group.

Contracts of service	Date of contract
Executive Directors
R C Walters	19 June 2000
G P Daubeney	19 June 2000
A R Bannatyne	1 March 2007
Non-executive Directors
P S Aiken (resigned 30 September 2012)	16 June 2000
R P Tenzer (resigned 24 May 2012)	16 June 2000
M A Griffiths	1 July 2006
A D Kemp	7 November 2007
C Hui (appointed 1 January 2012)	1 January 2012
L Van de Walle (appointed 1 October 2012)	1 October 2012

In line with the Code, all Directors will stand for election in the forthcoming Annual General Meeting.

Non-executive Directors

The remuneration of the Non-executive Directors is determined by the Board as a whole, based on outside advice and review of current practices in other companies. Their contracts are terminable by either party giving not less than three months' written notice at any time. Non-executive Directors do not participate in any of the Company's share schemes, pension schemes or bonus arrangements. Non-executive Directors fees are reviewed annually and there will be no change in 2013.

The following graph shows the Company's performance compared with the performance of the FTSE Small Cap Index, selected because Robert Walters plc is a constituent, measured by TSR.

TSR performance graph

TSR is calculated by Datastream as the growth or fall in value of a shareholding from the date of initial investment over time, with the assumption that dividends are reinvested to purchase additional shares in the Company.

Audited information

Directors' remuneration, interests and transactions	2012	2011
	£'000	£'000
Aggregate remuneration
The total amount of Directors' remuneration and other benefits was as follows:
Emoluments	1,894	2,330
Group contributions to money purchase schemes	100	124
	1,994	2,454
Fees paid to third parties in respect of Directors' services	20	49

Fees paid to third parties comprise amounts paid to Hazlems Fenton Chartered Accountants under an agreement to provide the Group with the services of Russell Tenzer.

			2012		2011
			Pension benefit	Other				Pension benefit	Other
	Base salary		received as	taxable		Base salary		received as	taxable
	and fees	Bonus	cash1	benefits2	Total	and fees	Bonus	cash1	benefits2	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Executive
R C Walters	537	–	107	60	704	524	209	105	60	898
G P Daubeney	448	–	39	48	535	437	175	16	48	676
A R Bannatyne	328	–	16	27	371	320	128	10	27	485
Non-executive
L Van de Walle	25	–	–	–	25	–	–	–	–	–
P S Aiken	64	–	–	–	64	80	–	–	–	80
M A Griffiths	62	–	–	–	62	61	–	–	–	61
C Hui	51	–	–	–	51	–	–	–	–	–
A D Kemp	62	–	–	–	62	61	–	–	–	61
R P Tenzer	20	–	–	–	20	49	–	–	–	49
Lady Judge	–	–	–	–	–	20	–	–	–	20
	1,597	0	162	135	1,894	1,552	512	131	135	2,330

Annual bonuses are determined by the Remuneration Committee. However, as reported in the Chairman's letter to the shareholders on page 24, the Executive Directors have agreed to waive both a salary increase and bonus payment for the year ending 31 December 2012.

1 Following changes to UK pension regulations in 2011, all Executive Directors have now elected to receive either all or a proportion of amounts directly that were previously paid by the Group on their behalf to a money purchase scheme.

2 Other taxable benefits comprise: mortgage allowance; car allowance; health club membership; and medical aid, with the first two items designated as cash benefits in kind.

Pensions

Two Executive Directors were members of money purchase schemes during the year. Contributions paid in by the Company were as follows: ²⁰¹²

	£'000	2011 £'000
Director
G P Daubeney	50	71
A R Bannatyne	50	53
	100	124

REPORT OF THE REMUNERATION COMMITTEE continued

Share options

Aggregate emoluments disclosed on page 29 do not include any amounts for the value of options to acquire ordinary shares in the Company granted to or held by the Directors under the Company's Executive Share Option Scheme or SAYE Option Scheme. Details of the options are as follows:

	2,261,220	750,000	–		(750,000) 2,261,220
	603,740	200,000	–	(200,000)	603,740
Executive Options	–	200,000	–	–	200,000	227	–	Mar 2015 – Mar 2022
Executive Options	200,000	–	–	–	200,000	329	–	Mar 2014 – Mar 2021
SAYE Options	3,740	–	–	–	3,740	243	–	May 2014 – Nov 2014
Executive Options	200,000	–	–	–	200,000	208	–	Mar 2013 – Mar 2020
Executive Options	200,000	–	–	(200,000)	–	92	–
A R Bannatyne
	753,740	250,000	–	(250,000)	753,740
Executive Options	–	250,000	–	–	250,000	227	–	Mar 2015 – Mar 2022
Executive Options	250,000	–	–	–	250,000	329	–	Mar 2014 – Mar 2021
SAYE Options	3,740	–	–	–	3,740	243	–	May 2014 – Nov 2014
Executive Options	250,000	–	–	–	250,000	208	–	Mar 2013 – Mar 2020
G P Daubeney Executive Options	250,000	–	–	(250,000)	–	92	–
	903,740	300,000	–	(300,000)	903,740
Executive Options	–	300,000	–	–	300,000	227	–	Mar 2015 – Mar 2022
Executive Options	300,000	–	–	–	300,000	329	–	Mar 2014 – Mar 2021
SAYE Options	3,740	–	–	–	3,740	243	–	May 2014 – Nov 2014
Executive Options Executive Options	300,000 300,000	– –	– –	(300,000) –	– 300,000	92 208	– –	Mar 2013 – Mar 2020
R C Walters
	2012	year	the year	the year	2012	(p)	(p)	dates
	1 January	during the	during	during	31 December	granted1	on exercise	Exercise
	Options at	granted	exercised	lapsed	Options at	Price	Share price
		Options	Options	Options

1 Market price when awarded, except for SAYE Options which were granted at a 20% discount to the market price.

The performance criteria of the options are detailed in note 18.

The market price of the ordinary shares at 31 December 2012 was 193.00p per share (2011: 162.00p per share) and the range during the year was 161.75p to 264.62p per share.

Performance Share Plan (PSP)

There are currently 57 senior executives who participate in the PSP. The maximum number of shares receivable by Executive Directors is

as follows:	Date	Share	Co-investment	Vested	Lapsed	At 31 December	Exercise
	of grant	awards	awards	during year	during year	2012	date
R C Walters
	March 2009	431,425	243,217	(337,321)	(337,321)	–
	March 2010	275,602	137,055	–	–	412,657	March 2013
	March 2011	163,496	100,104	–	–	263,600	March 2014
	March 2012	243,909	117,719	–	–	361,628	March 2015
		1,114,432	598,095	(337,321)	(337,321)	1,037,885
G P Daubeney
	March 2009	359,673	82,446	(221,060)	(221,059)	–
	March 2010	227,324	49,057	–	–	276,381	March 2013
	March 2011	136,304	84,406	–	–	220,710	March 2014
	March 2012	203,356	98,146	–	–	301,502	March 2015
		926,657	314,055	(221,060)	(221,059)	798,593
A R Bannatyne
	March 2009	263,396	30,608	(147,002)	(147,002)	–
	March 2010	162,032	80,578	–	–	242,610	March 2013
	March 2011	99,824	56,380	–	–	156,204	March 2014
	March 2012	148,922	71,875	–	–	220,797	March 2015
		674,174	239,441	(147,002)	(147,002)	619,611

Directors' interests in shares

The Directors who held office at 31 December 2012 had the following interests in the ordinary shares of the Company:

31 December 2012 Number	31 December 2011 Number
R C Walters	2,399,899 2,181,480
G P Daubeney	1,772,331 1,619,112
A R Bannatyne 244,098	192,378
M A Griffiths 20,000	20,000
A D Kemp 10,000	10,000
L Van de Walle 15,000	–

Approval

This report was approved by the Board of Directors on 25 February 2013 and signed on its behalf by:

Andrew Kemp Director 25 February 2013

OTHER STATUTORY INFORMATION

Business review

The Companies Act 2006 requires the Group to set out in this report a fair review of the business of the Group during the financial year ended 31 December 2012 including an analysis of the position of the Group at the end of the financial year, and a description of the principal risks and uncertainties facing the Group (known as a 'Business Review'). The information that fulfils the Business Review requirements is incorporated by reference and can be found in the following sections:

• Chairman's Statement on page 2
• Chief Executive's Statement on pages 4 and 6
• Operating and Financial Review on pages 8 to 13
• Principal Risks and Uncertainties on pages 12 to 13
• Corporate Responsibility Statement on pages 15 to 17.

Pages 1 to 33 inclusive (together with the sections of the Annual Report incorporated by reference) consist of a Directors' Report that has been drawn up and presented in accordance with and in reliance upon applicable English company law and the liabilities of the Directors in connection with that report shall be subject to the limitations and restrictions provided by such law. Other information to be disclosed in the Directors' Report is given in this section.

Results and dividends

The Group's audited financial statements for the year ended 31 December 2012 are set out on pages 36 to 56 and the Company's audited financial statements are set out on pages 57 to 59. The Group's profit for the year ended 31 December 2012 was £4,887,000 (2011: £10,173,000).

The Directors recommend a final dividend of 3.68p per ordinary share (2011: 3.68p) to be paid on 14 June 2013, to shareholders on the register on 24 May 2013, which together with the interim dividend of 1.47p paid on 19 October 2012 makes a total of 5.15p per share for the year (2011: 5.15p).

Directors

The Directors who served during the year and at the date of this report are shown as follows:

Philip S Aiken* (resigned 30 September 2012) Leslie Van de Walle* (appointed 1 October 2012) Robert C Walters Giles P Daubeney Alan R Bannatyne Russell P Tenzer* (resigned 24 May 2012) Martin A Griffiths* Andrew D Kemp* Carol Hui* (appointed 1 January 2012)

* Non-executive Directors.

Details of the Directors' service contracts are shown in the Report of the Remuneration Committee on page 28.

Details of share options granted to Directors and the interests of the Directors in the ordinary shares of the Company are shown on pages 30 and 31.

The Company has made qualifying third-party indemnity provisions for the benefit of its Directors, which were made during the year and remain in force at the date of this report.

Capital structure

Details of the authorised and issued share capital, together with details of the movements in the Company's issued share capital during the year are shown in note 17. Each share carries the right to one vote at general meetings of the Company. Further information on the voting and other rights of shareholders, including deadlines for exercising voting rights, are set out in the Company's Articles of Association and in the explanatory notes that accompany the Notice of the Annual General Meeting which are available on the Company's website at www.robertwalters.com.

Restrictions on securities

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights. Awards of shares under the Company's incentive arrangements, the Performance Share Plan and the Executive Share Option Scheme, are subject to restrictions on the transfer of shares prior to vesting.

Certain share awards under the Company's incentive arrangements are held in trust on behalf of the beneficiaries. The Trustee of the Robert Walters Employee Benefit Trust does not seek to exercise the voting rights on these shares.

Substantial shareholdings

On 25 February 2013 the Company has been notified, in accordance with Chapter 5 of the Disclosure and Transparency Rules, of the following voting rights as a shareholder of the Company:

	Number	Voting rights
Name of shareholder	of shares	(%)
Blackrock	12,582,039	16.42
Standard Life Investments	5,484,202	7.16
Robert Walters plc EBT*	5,129,880	5.00
Aberforth Partners	4,799,882	6.26
Kames Capital	4,604,334	6.01
Aviva Investors	3,878,828	5.06
Majedie Asset Management Ltd	3,270,712	4.27
Scottish Widows	3,268,135	4.26
Cazenove Capital Management	3,249,602	4.24
Ruane Cunnif & Goldfarb	2,765,531	3.61
Aberdeen Asset Management	2,750,000	3.59
Robert C Walters	2,399,899	3.13
Legal & General Investment Management	2,398,836	3.13

* Robert Walters plc EBT is restricted to 5% voting rights.

Appointment and retirement of Directors

The Directors may from time to time appoint one or more Directors. The Board may appoint any person to be a Director (so long as the total number of Directors does not exceed the limit prescribed in the Articles of Association). The UK Corporate Governance Code recommends that all Directors be subject to

annual re-election by shareholders. Therefore, all Directors will offer themselves for re-election at the 2013 Annual General Meeting.

Power of Company's Directors and acquisition of Company's own shares

The business of the Company shall be managed by the Directors, who may exercise all powers of the Company, subject to legislation, the provisions of the Articles of Association and any directions given by special resolution.

The Directors were authorised at the Company's last Annual General Meeting, held on 24 May 2012, to make market purchases of ordinary shares representing up to 10% of its share capital at that time and to allot shares within certain limits permitted by shareholders and the Companies Act. The Directors intend to renew this authority annually and will continue to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and will likely promote the success of the Company for the benefit of its members as a whole.

During the year ended 31 December 2012, the Company did not purchase any ordinary shares of the Company.

Provisions on change of control

The Company's unsecured revolving credit facility agreement for £30.0m includes a provision for a lending counterparty to amend, alter or cancel the relevant commitment to the Group following a change of control of the Company.

The Company does not have agreements with any Director or employee that would provide compensation for loss of office or employment resulting from a takeover except that provisions of the Company's share schemes and plans may cause options and awards granted to employees under such schemes and plans to vest on a takeover on a pro rated basis to reflect the period of time between the date of grant and the date of change of control.

Articles of Association

The Company's Articles of Association may only be amended by a special resolution of the members.

Supplier payment policy

Companies in the Group agree standard terms of payment with their major suppliers at the commencement of business. Suppliers fulfilling the conditions of supply are normally paid in accordance with the agreed standard terms. Other suppliers are paid in accordance with contractual terms as agreed from time to time. Creditor days for the Group at 31 December 2012 were equivalent to 36 days (2011: 25 days), based on the average daily amount invoiced by suppliers during the year. The Company has no trade creditors as at 31 December 2012 (2011: £nil).

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out on pages 8 and 10. The Group's principal risks and uncertainties are also set out on pages 12 and 13.

The Group had £11.5m of net cash at 31 December 2012 and further details of the financial position of the Group, its cash flows, liquidity position and borrowing facilities are described within the Operational and Financial Review. In addition, note 16 to the accounts includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk.

Despite the volatile and uncertain global economic conditions, the Group remains confident of its long-term growth prospects. The Group has a strong balance sheet and considerable financial resources, together with a diverse range of clients and suppliers across different geographic locations and sectors. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully.

After making enquiries, the Directors have formed a judgement, at the time of approving the accounts, that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the accounts.

Auditor and Disclosure of information to the Auditor

As required by Section 418 of the Companies Act 2006, each of the Directors as at 25 February 2013 confirms that:

• So far as the Director is aware, there is no relevant audit information of which the Company's Auditor is unaware; and
• The Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Group's Auditor is aware of that information.

Deloitte LLP has expressed their willingness to continue in office as Auditor and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

Annual General Meeting

The Annual General Meeting will be held on 24 May 2013 and the Notice of the Annual General Meeting, including an explanation of the special business of the meeting, will be sent out in due course.

By order of the Board,

Alan Bannatyne Chief Financial Officer

25 February 2013

DIRECTORS' RESPONSIBILITIES STATEMENT

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation, and have also chosen to prepare the Parent Company financial statements under IFRSs as adopted by the EU. Under Company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, International Accounting Standard 1 requires that Directors:

• Properly select and apply accounting policies;
• Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
• Provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
• Make an assessment of the Company's ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company 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 UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement

We confirm that to the best of our knowledge:

• The financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
• The Operating and Financial Review includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

By order of the Board,

Alan Bannatyne

Chief Financial Officer 25 February 2013

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROBERT WALTERS PLC

We have audited the financial statements of Robert Walters plc for the year ended 31 December 2012 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Balance Sheets, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity, and the related notes 1 to 33. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

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.

Respective responsibilities of Directors and Auditor

As explained more fully in the Directors' Responsibilities Statement, 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 to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion:

• The financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2012 and of the Group's profit for the year then ended;
• The Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
• The Parent Company financial statements have been properly prepared in accordance with IFRSs adopted by the European

Union and as applied in accordance with the provisions of the Companies Act 2006; and

– The financial statements 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.

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 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 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, contained within the Operating and Financial Review, in relation to going concern;
• 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; and
• Certain elements of the report to shareholders by the Board on Directors' remuneration.

Edward Hanson

Senior statutory auditor for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London, United Kingdom 25 February 2013

consolidated income statement

FOR THE YEAR ENDED 31 DECEMBER 2012

	Note	2012 £'000	2011 £'000
Revenue Cost of sales	1	567,771 (379,380)	528,114 (344,671)
Gross profit Administrative expenses		188,391 (179,922)	183,443 (167,810)
Operating profit Finance income Finance costs Loss on foreign exchange	2	8,469 134 (788) (90)	15,633 368 (730) (189)
Profit before taxation Taxation	3 5	7,725 (2,838)	15,082 (4,909)
Profit for the year		4,887	10,173
Attributable to: Owners of the Company Non-controlling interest		4,860 27	9,866 307
		4,887	10,173
Earnings per share (pence): Basic Diluted	7	6.8 6.2	14.1 12.7

The amounts above relate to continuing operations.

consolidated statement of comprehensive income

FOR THE YEAR ENDED 31 DECEMBER 2012

	2012 £'000	2011 £'000
Profit for the year Exchange differences on translation of overseas operations	4,887 (2,497)	10,173 397
Total comprehensive income and expense for the year	2,390	10,570
Attributable to: Owners of the Company Non-controlling interest	2,363 27	10,263 307
	2,390	10,570

consolidated balance sheet

AS AT 31 DECEMBER 2012

Note	2012 £'000	2011 £'000
Non-current assets Intangible assets 8 Property, plant and equipment 9 Deferred tax assets 14	9,477 11,896 8,033	9,292 11,564 6,942
	29,406	27,798
Current assets Trade and other receivables 11 Corporation tax receivables Cash and cash equivalents 16	125,703 2,161 26,022	115,680 327 28,965
	153,886	144,972
Total assets	183,292	172,770
Current liabilities Trade and other payables 12 Corporation tax liabilities Bank overdrafts and loans 13 Provisions 15	(94,991) (947) (14,550) (464)	(87,059) (1,295) (11,904) (1,318)
	(110,952)	(101,576)
Net current assets	42,934	43,396
Non-current liabilities Deferred tax liabilities 14 Provisions 15	(39) (783) (822)	(65) (382) (447)
Total liabilities	(111,774)	(102,023)
Net assets	71,518	70,747
Equity Share capital 17 Share premium Other reserves 19 Own shares held 19 Treasury shares held 19 Foreign exchange reserves Retained earnings	17,114 21,249 (73,410) (9,121) (19,860) 9,149 126,397	17,113 21,247 (73,410) (12,028) (19,860) 11,646 125,534
Equity attributable to owners of the Company	71,518	70,242
Non-controlling interest 10	–	505
Total equity	71,518	70,747

The accounts on pages 36 to 56 were approved and authorised for issue by the Board of Directors on 25 February 2013 and signed on its behalf by:

Alan Bannatyne

Chief Financial Officer

consolidated cash flow statement

FOR THE YEAR ENDED 31 DECEMBER 2012

	Note	2012 £'000	2011 £'000
Cash generated from operating activities Income taxes paid	20	11,330 (6,352)	16,983 (10,004)
Net cash from operating activities		4,978	6,979
Investing activities
Interest received		134	368
Purchases of computer software		(1,060)	(1,291)
Purchases of property, plant and equipment		(3,931)	(9,350)
Purchase of non-controlling interest		(712)	–
Net cash used in investing activities		(5,569)	(10,273)
Financing activities
Equity dividends paid		(3,684)	(3,484)
Proceeds from issue of equity		3	228
Interest paid		(788)	(730)
Proceeds from bank loans and overdrafts		3,885	5,070
Repayment of bank loans and overdrafts		(1,184)	(270)
Purchase of own shares (net of proceeds of option exercises)		–	(528)
Net cash (used) generated in financing activities		(1,768)	286
Net decrease in cash and cash equivalents		(2,359)	(3,008)
Cash and cash equivalents at beginning of year Effect of foreign exchange rate changes		28,965 (584)	31,906 67
Cash and cash equivalents at end of year		26,022	28,965

consolidated statement of changes in equity

FOR THE YEAR ENDED 31 DECEMBER 2012

	Share capital	Share premium	Other reserves	Own shares held	Treasury shares held	Foreign exchange reserves	Retained earnings	Total	Non controlling interest	Total equity
Group	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2011	17,092	21,040	(73,410)	(14,115)	(19,860)	11,249	120,017	62,013	198	62,211
Profit for the year	–	–	–	–	–	–	9,866	9,866	307	10,173
Foreign currency translation differences	–	–	–	–	–	397	–	397	–	397
Total comprehensive income and
expense for the year	–	–	–	–	–	397	9,866	10,263	307	10,570
Dividends paid	–	–	–	–	–	–	(3,484)	(3,484)	–	(3,484)
Own shares acquired	–	–	–	(960)	–	–	–	(960)	–	(960)
Credit to equity for equity-settled
share-based payments	–	–	–	–	–	–	3,377	3,377	–	3,377
Deferred tax on share-based payment
transactions	–	–	–	–	–	–	(1,626)	(1,626)	–	(1,626)
Transfer to own shares held on
exercise of equity incentives	–	–	–	3,047	–	–	(2,616)	431	–	431
New shares issued	21	207	–	–	–	–	–	228	–	228
Balance at 31 December 2011	17,113	21,247	(73,410)	(12,028)	(19,860)	11,646	125,534	70,242	505	70,747
Profit for the year	–	–	–	–	–	–	4,860	4,860	27	4,887
Foreign currency translation
differences	–	–	–	–	–	(2,497)	–	(2,497)	–	(2,497)
Total comprehensive income and
expense for the year	–	–	–	–	–	(2,497)	4,860	2,363	27	2,390
Dividends paid	–	–	–	–	–	–	(3,684)	(3,684)	–	(3,684)
Acquisition of non-controlling interest	–	–	–	–	–	–	(1,809)	(1,809)	(532)	(2,341)
Credit to equity for equity-settled
share-based payments	–	–	–	–	–	–	4,455	4,455	–	4,455
Deferred tax on share-based payment
transactions	–	–	–	–	–	–	(52)	(52)	–	(52)
Transfer to own shares held on
exercise of equity incentives	–	–	–	2,907	–	–	(2,907)	–	–	–
New shares issued	1	2	–	–	–	–	–	3	–	3
Balance at 31 December 2012	17,114	21,249	(73,410)	(9,121)	(19,860)	9,149	126,397	71,518	–	71,518

STATEMENT OF ACCOUNTING POLICIES

For the year ended 31 December 2012

Accounting policies

Basis of preparation Robert Walters plc is a Company incorporated in the UK under the Companies Act.

The financial report for the year ended 31 December 2012 has been prepared in accordance with the historic cost convention and with International Financial Reporting Standards (IFRSs), including International Accounting Standards and Interpretations as adopted for use by the European Union.

The financial statements have been prepared on a going concern basis. This is discussed in the Operating and Financial Review on pages 8 to 13.

The principal accounting policies of the Group are summarised below and have been applied consistently in all aspects throughout the current year and preceding year.

(a) Basis of consolidation

The Group financial statements consolidate the financial statements of Robert Walters plc and its subsidiary undertakings drawn up to 31 December each year. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

(b) Business combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. All costs directly attributable to the business combination are accounted for as expenses in the periods in which the costs are incurred and the services received. The only exception to this is in respect of the costs incurred to issue debt or equity securities, which should be recognised in accordance with IAS 32 and IAS 39. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in the income statement and is not subsequently reversed.

Non-controlling interests in the acquired entity are initially measured at the non-controlling interest's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

(c) Goodwill

Goodwill arising on the acquisition of subsidiary undertakings, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is not amortised but reviewed for impairment at least annually. Any impairment is recognised in the Consolidated Income Statement and is not subsequently reversed.

Goodwill arising on acquisitions before the date of transition to IFRSs has been retained at the net 1 January 2004 Pounds Sterling UK GAAP amounts, subject to being tested for impairment at that date. On disposal the attributable amount of goodwill is included in determining the profit or loss on disposal.

(d) Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and tax laws that have been enacted or substantially enacted at the balance sheet date.

Deferred tax 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.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates 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 is reviewed at each balance sheet date and is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates that have been enacted or substantially enacted by the end of the reporting period.

Current and deferred tax is recognised in the income statement except when the tax relates to items charged or credited directly to equity, in which case the tax is also recognised in equity.

(e) Employee share schemes

The cost of awards made under the Group's employee share schemes after 7 November 2002 is based on the fair value of the shares at the time of grant and is charged to the Consolidated Income Statement on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.

Fair value is measured by use of a stochastic model. 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.

A liability equal to the portion to the services received is recognised at the current fair value determined at each balance sheet date for cash settled share-based payments.

(f) Revenue

Revenue comprises the value of services, net of VAT and other

sales-related taxes, provided in the normal course of business. Any bad debt provision that may be deemed necessary is treated as an administrative expense.

Revenue from the placement of permanent staff is recognised when a candidate accepts a position and a start date is determined. A provision is made for the cancellation of placements prior to or shortly after the commencement of employment based on past experience of this occurring.

Revenue from temporary placements represents the amounts billed for the services of temporary staff including the salary costs of those staff. This is recognised when the service has been provided, to the extent that the Group is acting as a principal. Where the Group is not considered to act as a principal, the salary costs of the temporary staff are excluded from revenue and only the net margin is recognised as revenue. Revenue in respect of outsourcing and consultancy is recognised when the service has been provided.

(g) Gross profit (net fee income)

Gross profit is the total placement fees of permanent candidates, the margin earned on the placement of contract candidates and advertising margin. It also includes the outsourcing and consultancy margin earned by Resource Solutions.

(h) Operating profit

Operating profit is the total revenue less the total associated costs incurred in the production of revenue. The only items that are excluded from operating profit are finance costs (including foreign exchange), investment income and expenditure, taxation, and, if deemed appropriate, amounts that are identified as non-recurring material items.

(i) Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date, with any gain or loss that may arise as a result being included in net profit or loss for the period.

The results of overseas operations are translated at the average rates of exchange during the period and their balance sheets at the rates ruling at the balance sheet date. Exchange differences arising on translation of the opening net assets and the results of overseas operations are dealt with through other comprehensive income and reserves, and recognised as income or as expenses in the period in which an operation is disposed of.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. The Group has elected to treat goodwill and fair value adjustments arising on acquisitions before the date of transition to IFRSs as Pounds Sterling denominated assets and liabilities.

(j) Property, plant and equipment and computer software Property, plant and equipment and computer software is stated at cost, net of depreciation. Depreciation is provided on all property,

plant and equipment at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

• Leasehold improvements and finance leases: the shorter of estimated useful life and the period of the lease;
• Motor vehicles: 17.5%;
• Fixtures, fittings and office equipment: 10% to 20%; and
• Computer equipment and computer software: 33.3%.

(k) Leases

Rentals under operating leases are charged on a straight-line basis over the lease term even if the payments are not made on such a basis.

(l) Investments

Investments are shown at cost, less provision for impairment where appropriate.

(m) Receivables

Trade and other receivables are recorded at cost, less any provision for impairment.

(n) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

(o) Other financial liabilities

Other financial liabilities, including borrowings, are measured at fair value, net of transaction costs.

(p) Pensions

The Group currently contributes to the money purchase pension plans of certain individual Directors and employees. Contributions payable in respect of the year are charged to the Consolidated Income Statement.

(q) Provisions

A provision is recognised when the Group has a present legal or contractive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and when the amount can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability.

New IFRS accounting movements

The following new and revised Standards and Interpretations have been adopted by the Group in the current year. Their adoption has not had any significant impact on the amounts reported in these financial statements:

• IAS 1 (amended): Presentation of Financial Statements;
• IAS 19 (revised): Employee Benefits;
• IFRS 7 (amended): Disclosures Transfers of Financial Assets; and
• IAS 12 (amended): Deferred tax: Recovery of Underlying Assets.

STATEMENT OF ACCOUNTING POLICIES continued

For the year ended 31 December 2012

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

• IFRS 1 (amended): Government Loans;
• IFRS 7 (amended): Disclosures Offsetting Financial Assets and Financial Liabilities;
• IFRS 9: Financial Instruments;
• IFRS 10: Consolidated Financial Statements;
• IFRS 10, IFRS 12 and IAS 27 (amended): Investment Entities;
• IFRS 11: Joint Arrangements;
• IFRS 12: Disclosure of Interests in Other Entities;
• IFRS 13: Fair Value Measurement;
• IAS 27 (revised): Separate Financial Statements;
• IAS 28 (revised): Investments in Associates and Joint Ventures; and
• IAS 32 (amended): Offsetting Financial Assets and Financial Liabilities.

The Group does not consider that these Standards or Interpretations will have a significant impact on the financial statements of the Group when they come into effect.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. Due to inherent uncertainty involved in making estimates and assumptions, actual outcomes could differ from those assumptions and estimates. The critical judgements that have been made in arriving at the amounts recognised in the Group's financial statements and the key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities have been identified by management as revenue recognition and bad debt expense.

• Revenue recognition in making this judgement, management considered the detailed criteria for the recognition of revenue from permanent placements who had accepted a position and agreed a start date, but had not started employment. A provision is made by management, based on historical evidence, for the proportion of those placements where the candidate is expected to reverse their acceptance prior to the start date.
• Bad debt provisioning at each balance sheet date each subsidiary evaluates the collectability of trade receivables and records a provision based on anticipated recoverable cash flows, nature of counterparty, past due date, geographical location, the costs of recovery and the fair value of any guarantee received.
• Deferred tax management judgement is used when assessing the extent to which deferred tax assets should be recognised with consideration given to the timing and level of future taxable income. Deferred tax assets are only recognised to the extent that they are considered recoverable based on forecasts of available taxable profits against which they can be utilised.

notes to the group accounts

FOR THE YEAR ENDED 31 DECEMBER 2012

1. Segmental information	2012 £'000	2011 £'000
i) Revenue: Asia Pacific UK Europe The Americas and South Africa	280,628 193,247 87,787 6,109	246,613 188,958 87,449 5,094
	567,771	528,114
ii) Gross profit: Asia Pacific UK Europe The Americas and South Africa	93,353 49,737 39,557 5,744	92,721 46,952 39,130 4,640
	188,391	183,443
iii) Profit before taxation: Asia Pacific UK Europe The Americas and South Africa	7,178 444 1,213 (366)	12,327 488 2,786 32
Operating profit Net finance costs	8,469 (744)	15,633 (551)
Profit before taxation	7,725	15,082
iv) Net assets: Asia Pacific UK Europe The Americas and South Africa Unallocated corporate assets and liabilities*	30,258 13,007 6,894 679 20,680	27,579 11,785 8,175 237 22,971
	71,518	70,747

* For the purposes of segmental information, unallocated corporate assets and liabilities include cash, bank loans, corporation and deferred tax balances.

The analysis of revenue by destination is not materially different to the analysis by origin and the analysis of finance income and costs are not significant.

The Group is divided into geographical areas for management purposes, and it is on this basis that the segmental information has been prepared. P, P&E and

		Depreciation
	software	and	Non-current
	additions	amortisation	assets	Assets	Liabilities
	£'000	£'000	£'000	£'000	£'000
v) Other information – 2012:
Asia Pacific	2,339	1,874	13,617	53,521	(23,263)
UK	1,644	1,548	5,734	68,879	(55,871)
Europe	964	327	1,814	20,941	(14,048)
The Americas and South Africa	84	62	208	3,735	(3,056)
Unallocated corporate assets and liabilities*	–	–	8,033	36,216	(15,536)
	5,031	3,811	29,406	183,292	(111,774)

notes to the group accounts continued

FOR THE YEAR ENDED 31 DECEMBER 2012

1. Segmental information continued

	P, P&E and	Depreciation
	software	and	Non-current
	additions	amortisation	assets	Assets	Liabilities
	£'000	£'000	£'000	£'000	£'000
Other information – 2011:
Asia Pacific	4,816	1,616	13,418	51,966	(24,387)
UK	4,937	1,220	5,731	59,905	(48,119)
Europe	666	317	1,454	22,556	(14,381)
The Americas and South Africa	222	63	253	2,109	(1,872)
Unallocated corporate assets and liabilities*	–	–	6,942	36,234	(13,264)
	10,641	3,216	27,798	172,770	(102,023)

* For the purposes of segmental information, unallocated corporate assets and liabilities include cash, bank loans, corporation and deferred tax balances.

	2012 £'000	2011 £'000
vi) Revenue by business grouping:
Robert Walters	467,567	446,169
Resource Solutions (recruitment process outsourcing)	100,204	81,945
	567,771	528,114
2. Finance costs
	2012 £'000	2011 £'000
Interest on bank overdrafts	700	644
Interest on bank loans	88	86
Total borrowing costs	788	730
3. Profit before taxation	2012	2011
	£'000	£'000
Profit is stated after charging:
Auditor's remuneration – Deloitte LLP (as Auditor)
– Fees payable to the Company's Auditor for the audit of the Company's annual accounts	53	53
– The audit of the Company's subsidiaries pursuant to legislation	286	274
	339	327
– Other services pursuant to legislation	25	25
– Fees payable to the Auditor pursuant to legislation	364	352
– Tax advisory services	39	62
– Other non-audit services	4	9
Total fees	407	423
Depreciation and amortisation of assets – owned	3,811	3,216
Loss on disposal of property, plant and equipment and computer software	394	173
Impairment of trade receivables (net)	317	648
Operating lease rentals – property	10,417	9,671
Operating lease rentals – computers and equipment	931	892

4. Staff costs	2012 Number	2011 Number
The average monthly number of employees of the Group (including Executive Directors) during the year was:
Group employees	2,193	1,934

The Directors analyse headcount in a number of ways and therefore headcount has been presented on a global basis.

	2012	2011
	£'000	£'000
Their aggregate remuneration comprised:
Wages and salaries	107,163	100,525
Social security costs	14,144	11,265
Other pension costs	2,960	3,402
Cost of employee share options and awards	4,455	3,377
	128,722	118,569

Details of the Directors' remuneration are given in the Report of the Remuneration Committee on page 29.

5. Taxation	2012 £'000	2011 £'000
Current tax charge
Corporation tax – Overseas	4,052	5,848
Adjustments in respect of prior years
Corporation tax – UK	32	(74)
Corporation tax – Overseas	100	(171)
	4,184	5,603
Deferred tax
Deferred tax – UK	(445)	(815)
Deferred tax – Overseas	(607)	124
Adjustments in respect of prior years
Deferred tax – UK	118	894
Deferred tax – Overseas	(412)	(897)
	(1,346)	(694)
Total tax charge for year	2,838	4,909
Profit before taxation	7,725	15,082
Tax at standard UK corporation tax rate of 24.5% (2011: 26.5%)	1,893	3,997
Effects of:
Unrelieved losses	62	239
Other expenses not deductible for tax purposes Overseas earnings taxed at different rates	124 665	126 537
Adjustments to tax charges in previous years	(162)	(247)
Impact of tax rate change	256	257
Total tax charge for year	2,838	4,909
6. Dividends	2012 £'000	2011 £'000
Amounts recognised as distributions to equity holders in the year:
Interim dividend paid of 1.47p per share (2011: 1.47p)	1,052	1,027
Final dividend for 2011 of 3.68p per share (2010: 3.5p)	2,632	2,457
	3,684	3,484
Proposed final dividend for 2012 of 3.68p per share (2011: 3.68p)	2,632	2,568

The proposed final dividend of £2,632,000 is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.

notes to the group accounts continued

FOR THE YEAR ENDED 31 DECEMBER 2012

7. Earnings per share

The calculation of earnings per share is based on the profit for the year attributable to equity holders of the parent and the weighted average number of shares of the Company. ²⁰¹²

	£'000		2011 £'000
Profit for the year attributable to equity holders of the parent	4,860		9,866
	2012 Number of shares		2011 Number of shares
Weighted average number of shares: Shares in issue throughout the year Shares issued in the year Treasury and own shares held	85,568,121 230 (14,357,336)		85,463,121 79,054 (15,810,840)
For basic earnings per share Outstanding share options	71,211,015 7,522,863		69,731,335 7,841,200
For diluted earnings per share	78,733,878		77,572,535
8. Intangible assets	Goodwill £'000	Computer software £'000	Total £'000
Cost: At 1 January 2011 Additions Disposals Foreign currency translation differences	7,874 – – 68	6,058 1,291 (38) 20	13,932 1,291 (38) 88
At 31 December 2011	7,942	7,331	15,273
Additions Disposals Foreign currency translation differences	40 – (63)	1,060 (923) (48)	1,100 (923) (111)
At 31 December 2012	7,919	7,420	15,339
Accumulated amortisation and impairment: At 1 January 2011 Charge for the year Disposals Foreign currency translation differences	– – – –	5,300 698 (30) 13	5,300 698 (30) 13
At 31 December 2011	–	5,981	5,981
Charge for the year Disposals	– –	773 (840)	773 (840)

Foreign currency translation differences – (52) (52) At 31 December 2012 – 5,862 5,862 Carrying value: At 1 January 2011 7,874 758 8,632 At 31 December 2011 7,942 1,350 9,292 At 31 December 2012 7,919 1,558 9,477

The carrying value of goodwill relates to the acquisition of Talent Spotter in China (£1,032,000), the historic acquisition of the Dunhill Group in Australia (£6,847,000) and the acquisition of MRL Consulting in Dubai (£40,000) in 2012. The historical acquisition cost of Talent Spotter was £768,000, with the movement to the current carrying value a result of foreign currency translation differences. Goodwill is tested annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of the goodwill is based on value in use over the next five years, calculated by preparing cash flow forecasts derived from the most recent financial budgets and an assumed growth rate of 3% for years two to five, which does not exceed the long-term average potential growth rate of the respective operations. The forecast for revenue and costs as approved by the Board reflect the latest industry forecasts and management expectations based on past experience. The value of the cash flows is then discounted at a post-tax rate of 7.3% (pre-tax rate of 11.5%), based on the Group's estimated weighted average cost of capital and risk adjusted depending on the location of goodwill.

9. Property, plant and equipment		Fixtures,
		fittings
	Leasehold	and office	Computer	Motor
	improvements £'000	equipment £'000	equipment £'000	vehicles £'000	Total £'000
Cost:
At 1 January 2011	4,700	7,982	5,267	78	18,027
Additions	3,521	3,962	1,859	8	9,350
Disposals Foreign currency translation differences	(2,248) 55	(1,621) (53)	(531) 39	– (5)	(4,400) 36
At 31 December 2011	6,028	10,270	6,634	81	23,013
Additions	991	2,074	856	10	3,931
Disposals	(276)	(1,344)	(1,412)	–	(3,032)
Foreign currency translation differences	(208)	(269)	(155)	(6)	(638)
At 31 December 2012	6,535	10,731	5,923	85	23,274
Accumulated depreciation and impairment:
At 1 January 2011	3,731	5,539	3,821	27	13,118
Charge for the year	658	836	1,009	15	2,518
Disposals	(2,284)	(1,470)	(481)	–	(4,235)
Foreign currency translation differences	50	(20)	17	1	48
At 31 December 2011	2,155	4,885	4,366	43	11,449
Charge for the year	806	1,044	1,172	16	3,038
Disposals	(266)	(1,069)	(1,385)	–	(2,720)
Foreign currency translation differences	(151)	(127)	(108)	(3)	(389)
At 31 December 2012	2,544	4,733	4,045	56	11,378
Carrying value:
At 1 January 2011	969	2,443	1,446	51	4,909
At 31 December 2011	3,873	5,385	2,268	38	11,564
At 31 December 2012	3,991	5,998	1,878	29	11,896

notes to the group accounts continued

FOR THE YEAR ENDED 31 DECEMBER 2012

10. Principal Group investments

Details of principal Group investments existing as at 31 December 2012 are as follows:

	Effective ownership of	Principal	Country of
Subsidiary undertaking	ordinary shares	activity	incorporation
Robert Walters Pty Limited	100%	Recruitment consultancy	Australia
Robert Walters SA	100%	Recruitment consultancy	Belgium
Walters People SA	100%	Recruitment consultancy	Belgium
Robert Walters Brazil Limitada	100%	Recruitment consultancy	Brazil
Robert Walters Talent Consulting (Shanghai) Ltd	100%	Recruitment consultancy	China
Robert Walters SAS	100%	Recruitment consultancy	France
Robert Walters Solutions SAS	100%	Recruitment consultancy	France
Walters People SAS	100%	Recruitment consultancy	France
Robert Walters Holdings SAS	100%	Recruitment consultancy	France
Robert Walters Germany GMBH	100%	Recruitment consultancy	Germany
Resource Solutions Consulting (Hong Kong) Limited	100%	HR outsourcing services	Hong Kong
Robert Walters (Hong Kong) Limited	100%	Recruitment consultancy	Hong Kong
PT. Robert Walters Indonesia	100%	Recruitment consultancy	Indonesia
Robert Walters Limited	100%	Recruitment consultancy	Ireland
Robert Walters Japan KK	100%	Recruitment consultancy	Japan
Robert Walters Resource Solutions Sdn Bhd	100%	HR outsourcing services	Malaysia
Robert Walters Sdn Bhd	100%	Recruitment consultancy	Malaysia
Robert Walters BV	100%	Recruitment consultancy	Netherlands
Walters People BV	100%	Recruitment consultancy	Netherlands
Robert Walters New Zealand Limited	100%	Recruitment consultancy	New Zealand
Resource Solutions Consulting (Singapore) Pte	100%	HR outsourcing services	Singapore
Robert Walters (Singapore) Pte Limited	100%	Recruitment consultancy	Singapore
Robert Walters Spain Sucursal En Espana	100%	Recruitment consultancy	Spain
Robert Walters Korea Limited	100%	Recruitment consultancy	South Korea
Robert Walters Switzerland AG	100%	Recruitment consultancy	Switzerland
Robert Walters Company Limited (Taiwan)	100%	Recruitment consultancy	Taiwan
Robert Walters Recruitment (Thailand) Ltd	100%	Recruitment consultancy	Thailand
Robert Walters Dubai Ltd	100%	Recruitment consultancy	United Arab Emirates
Robert Walters Operations Limited	100%	Recruitment consultancy	United Kingdom
Resource Solutions Limited	100%	HR outsourcing services	United Kingdom
Resource Solutions Europe Limited	100%	HR outsourcing services	United Kingdom
Robert Walters Holdings Limited1	100%	Holding company	United Kingdom
Resource Solutions Inc (Delaware)	100%	HR outsourcing services	USA
Robert Walters Associates Inc.	100%	Recruitment consultancy	USA
Robert Walters Associates California Inc.	100%	Recruitment consultancy	USA
Robert Walters Vietnam Company Limited	100%	Recruitment consultancy	Vietnam

1 Robert Walters Holdings Limited has branch operations in Luxembourg and South Africa.

In September 2012, the Group gained control of the remaining 30% non-controlling interest in Robert Walters Talent Consulting (Shanghai) Ltd for a cost of Renminbi 24,000,000 (£2,341,000) from Talent Spotter with the associated value of the non-controlling interest in the Group balance sheet at the date of transaction of £532,000. Under the legal form of this transaction, 30% of the ordinary shares are still owned by Talent Spotter, but in substance the control of these shares has come under the control of the Group. In the year ended 31 December 2012, the Group made a payment of Renminbi 7,200,000 (£712,000), with the remaining balance of Renminbi 16,800,000 (£1,645,000) held in other payables.

Advantage has been taken of Section 410 of the Companies Act 2006 to list only those undertakings required by that provision, as an exhaustive list would involve a statement of excessive length. A full listing of the Company's subsidiary undertakings is included in the Company's Annual Return.

11. Trade and other receivables ²⁰¹²

	£'000	£'000
Receivables due within one year:
Trade receivables	100,749	89,443
Other receivables	3,874	5,194
Prepayments and accrued income	21,080	21,043
	125,703	115,680

Included within prepayments and accrued income is a provision against the cancellation of placements where a candidate may reverse their acceptance prior to the start date. The value of this provision as of 31 December 2012 is £1,055,000 (31 December 2011: £1,024,000). The movement in the provision during the year is a charge to administrative expenses in the income statement of £31,000 (2011: £123,000).

12. Trade payables and other payables: amounts falling due within one year	2012 £'000	2011 £'000
Trade payables	4,427	2,553
Other taxation and social security	17,656	17,862
Other payables	23,502	18,542
Accruals and deferred income	49,406	48,102
	94,991	87,059

There is no material difference between the fair value and the carrying value of the Group's trade and other payables.

13. Bank overdrafts and loans
	2012	2011
	£'000	£'000
Bank overdrafts and loans: current	14,550	11,904
	14,550	11,904
The borrowings are repayable as follows:
Within one year	14,550	11,904
	14,550	11,904

In November 2012, the Group extended its three-year committed financing facility, which was increased to £30.0m until November 2015. At 31 December 2012, £14.1m was drawn down under this facility.

In March 2008, the Group borrowed Renminbi 20m (£2.0m) at a rate of 110% of the People's Bank of China base rate to finance the acquisition of Talent Spotter and provide working capital. Of the Renminbi 20m (£2.0m), Renminbi 10m (£1.0m) was a long-term loan and repayable over four years, with the final payment made in March 2012. The remaining Renminbi 10m (£1.0m) is a short-term facility, of which Renminbi 5m (£0.5m) remains outstanding as at 31 December 2012. The loan is secured against cash deposits in Hong Kong.

The Directors estimate that the fair value of all borrowings is not materially different from the amounts stated in the Consolidated Balance Sheet of £14,550,000 (2011: £11,904,000).

2011

notes to the group accounts continued

FOR THE YEAR ENDED 31 DECEMBER 2012

14. Deferred taxation

The following are the major tax assets (liabilities) recognised by the Group and the movements during the current and prior year.

At 31 December 2012	1,448	2,393	1,044	3,109	7,994
Foreign currency translation differences	–	(10)	–	(169)	(179)
Charge to equity	–	–	(52)	–	(52)
Credit (charge) to income	281	868	301	(102)	1,348
At 31 December 2011	1,167	1,535	795	3,380	6,877
Foreign currency translation differences	–	10	–	72	82
Credit to equity	–	–	(1,626)	–	(1,626)
Credit (charge) to income	193	(170)	(70)	797	750
At 1 January 2011	974	1,695	2,491	2,511	7,671
	Accelerated depreciation	Tax losses	Share-based payment	Accruals and provisions	Total

Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Group	2012 £'000	2011 £'000
Deferred tax assets Deferred tax liabilities	8,033 (39)	6,942 (65)
	7,994	6,877

At 31 December 2012, no deferred tax liability is recognised on temporary differences of £8.6m (2011: £10.7m) relating to the unremitted earnings of overseas subsidiaries. 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 reduction on the UK corporation tax rate from 24% to 23% (from 1 April 2013) was substantially enacted on 3 July 2012. This rate change has resulted in a deferred tax charge of £0.3m arising from the reduction in the balance sheet carrying value of UK deferred tax assets, to reflect the anticipated rate of tax (at 23%) at which those assets are expected to reverse.

The UK Government has also indicated that it intends to enact a future reduction in the main tax rate of 2% down to 21% by 1 April 2014. The future rate changes would further reduce UK deferred tax asset recognised. The further rate change to 21% was not substantively enacted at the balance sheet date and therefore is not reflected in these financial statements.

Deferred tax assets of £2.4m (2011: £1.5m) have been recognised in respect of carried forward losses and latest forecasts show that these are expected to be recovered against future profit streams.

The Group has total unrecognised deferred tax assets relating to £2.5m (2011: £2.7m) of tax losses of which £nil (2011: £0.6m) have no time restriction over when it can be utilised. The Group has unrecognised deferred tax assets relating to time restricted tax losses of £2.5m (2011: £2.1m) for which the weighted average period over which they can be utilised is 12.3 years.

15. Provisions Total

	£'000
At January 2011	1,286
Additional provisions charged to income statement	603
Provision released	(2)
Utilisation of provisions	(189)
Foreign exchange movements	2
At 31 December 2011	1,700
Additional provisions charged to income statement	503
Provision released	(828)
Utilisation of provisions	(32)
Foreign exchange movements	(96)
At 31 December 2012	1,247
Analysis of total provision:
Current	464
Non-current	783
	1,247

The provisions comprise of rents and other related amounts payable on vacated properties and dilapidation provisions.

16. Financial risk management

The Group's financial instruments comprise cash and liquid resources and various items, such as trade receivables, trade payables, etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the Group's operations. The Group has not entered into derivative transactions and no gains or losses on hedges have been incurred.

The main risks arising from the Group's financial instruments are foreign currency risk, liquidity risk and interest rate risk.

(i) Financial assets

Surplus cash balances are invested in financial institutions with favourable credit ratings that offer competitive rates of return, whilst still providing the Group with flexibility in its cash management.

	2012	2011
Cash	£'000	£'000
Australian Dollars	6,588	4,938
Euros	6,255	6,715
Japanese Yen	2,585	4,479
Chinese Renminbi	2,416	2,190
Hong Kong Dollars1	2,355	3,733
Singapore Dollars	1,962	2,566
US Dollars	990	1,052
New Zealand Dollars	907	1,356
Malaysian Ringgit	418	560
Other	1,546	1,376
	26,022	28,965

1 Included in the Hong Kong Dollars cash balance is £1.7m (2011: £2.2m) of restricted cash held on deposit as security against the Chinese Renminbi bank loan. Refer to note 13 for further details of this loan.

All financial assets, as detailed above, are at floating rate. There is no material difference between the fair value and the carrying value of the financial assets.

(ii) Currency exposures

The main functional currencies of the Group are Pounds Sterling, the Euro and Australian Dollars. The Group does not have material transactional exposures because in the local entities, revenues and costs are in their functional currencies.

There are no material net foreign exchange exposures to monetary assets and monetary liabilities.

The Group has translation exposure in accounting for overseas operations and its policy is not to hedge against this exposure.

notes to the group accounts continued

FOR THE YEAR ENDED 31 DECEMBER 2012

16. Financial risk management continued

(iii) Liquidity risk The Group's overall objective is to ensure that at all times it is able to meet its financial commitments as and when they fall due.

Surplus funds are invested on short-term deposit. Short-term flexibility is achieved by overdraft facilities, if appropriate.

(iv) Interest rate risk

The Group manages its cash funds through its London head office and does not actively manage its exposure to interest rate fluctuations. Surplus funds in the UK earn interest at a rate linked to the Bank of England base rate. Surplus funds in other countries earn interest based on a number of different indices, varying from country to country.

(v) Credit risk

The Group's principal financial assets are bank balances and cash, trade and other receivables and investments. The Group's credit risk is primarily in respect of trade receivables.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with counterparties that are deemed creditworthy and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group transacts with entities that are considered to have adequate credit ratings. This information is supplied by independent rating agencies where available and if not available the Group uses other publicly available financial information and its own trading records to rate its major customers.

The Group's exposure and the credit ratings of its counterparties are continuously monitored. Credit exposure is controlled by counterparty limits that are reviewed and approved by management.

Trade receivables consist of a large number of customers, spread across industry sectors and geographical locations. In a number of territories in which the Group operates, particularly in the contract and interim businesses, invoices are contractually payable on demand. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee insurance cover is purchased.

Balances which are considered uncollectable either in part or for the whole amount are written down on a specific basis. The amount of the write-down takes into account an estimate of the recoverable cash flows, nature of counterparty, past due date, geographical area, the costs of recovery and the fair value of any guarantee received. The Group has provided fully for all receivables over 120 days because historical experience is such that receivables past due beyond 120 days are generally not recoverable.

The maximum exposure of credit risk for trade receivables is represented by their carrying value, net of impairment.

Out of trade receivables totalling £100.7m at 31 December 2012 (2011: £89.4m), balances totalling £81.3m (2011: £64.4m) are not due. The amount of trade receivables past due up to one month are £16.8m (2011: £19.1m) and past due greater than one month are £4.4m (2011: £7.7m). The amount of trade receivables outstanding by more than 90 days from invoice date at 31 December 2012 was £1.4m (2011: £0.9m). The level of bad debt provision at 31 December 2012 was £1.8m (2011: £1.8m).

(vi) Financial liabilities

The Group finances its operations through a mixture of retained earnings and also has a Renminbi loan, which was taken out in 2008, and a three-year committed Pounds Sterling sales financing facility entered into in November 2012. The average effective interest rate for 2012 on the sales financing facility approximates to 2.75% and is determined upon the lenders published rate plus 2.25%. As the rates are floating, the Group is exposed to cash flow risk. Further details in respect of these loans are disclosed in note 13 to the accounts.

The Group's sensitivity to foreign currency has decreased during the year as repayments have been made on the bank loans. Trade and other payables are settled within normal terms of business and are payable in less than 120 days.

17. Share capital	2012 Number	2011 Number	2012 £'000	2011 £'000
Authorised ordinary shares of 20p each	200,000,000	200,000,000	40,000	40,000
Allotted, called-up and fully paid ordinary shares of 20p each	85,570,741	85,568,121	17,114	17,113

The called-up share capital of the Company was increased on a number of occasions during the year following the issue of new shares in accordance with obligations in respect of the Executive Share Option Scheme.

The Company has one class of ordinary shares which carry no right to fixed income.

18. Share options

Equity-settled share option plan

As at 31 December 2012 the following options had been granted and remained outstanding in respect of the Company's ordinary shares of 20p each under the Company's Executive Share Option Scheme and SAYE Option Scheme: Exercisable

	Share options	Price granted
	granted	(p)	From	To
Executive Options	1,070	92	September 2006	August 2013
Executive Options	55,533	103	June 2007	May 2014
Executive Options	250,000	102	May 2008	May 2015
Executive Options	317,278	135	December 2008	December 2015
Executive Options	300,000	244	July 2009	July 2016
Executive Options	30,000	240	September 2009	September 2016
Executive Options	1,564,000	208	March 2013	March 2020
Executive Options	20,000	221	April 2013	April 2020
Executive Options	20,000	299	November 2013	November 2020
Executive Options	1,505,500	329	March 2014	March 2021
Executive Options	1,295,500	227	March 2015	March 2022
Executive Options	25,000	257	April 2015	April 2022
Executive Options	15,000	197	December 2015	December 2022
SAYE Options	261,014	243	May 2014	November 2014
	5,659,895

The movements within the balance of share options are indicated below, as well as a calculation of the respective weighted averages for each category of movement and the opening and closing balances. ^{2012 2011}

		Weighted average		Weighted average
		exercise		exercise
		price		price
	Options	(£)	Options	(£)
At 1 January	6,340,560	2.03	6,740,841	1.49
Granted during the year	1,348,000	2.27	2,038,059	3.10
Forfeited during the year	(387,045)	2.35	(404,150)	1.51
Exercised during the year	(2,620)	0.92	(435,190)	1.52
Expired during the year	(1,639,000)	0.92	(1,599,000)	1.39
At 31 December	5,659,895	2.39	6,340,560	2.03

The fair value of share options granted during the year was £1,002,400.

The weighted average share price at the date of exercise for share options exercised during the period was £2.27. The options outstanding at 31 December 2012 had a weighted average remaining contractual life of seven years and a weighted value of £2.39.

There were 953,881 options already exercisable at the end of the year, with a weighted exercise price of £1.62.

notes to the group accounts continued

FOR THE YEAR ENDED 31 DECEMBER 2012

18. Share options continued

The inputs into the stochastic model are as follows: Executive

		Options
	2012	2011	2010	2009	2011
Weighted average share price	£2.39	£3.29	£2.05	£0.83	£3.04
Weighted average exercise price	£2.28	£3.29	£2.08	£0.92	£2.43
Expected volatility	45.7%	44.6%	42.4%	41.6%	47.0%
Expected life	4	4	4	4	3.25
Risk free rate	1.2%	2.8%	3.1%	2.3%	1.7%
Expected dividend yield	2.1%	1.5%	2.3%	5.7%	1.6%

Expected volatility has been calculated over the period of time commensurate with the expected award term immediately prior to the date of grant. The expected life used in the model has been adjusted, based upon management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Exercise of the Executive Share Options is subject to the achievement of a percentage increase in earnings per share which exceeds the percentage increase in inflation by at least an average 8% per annum, over a period of three financial years of the Group.

On satisfaction of these performance targets, 33.33% of the options vest. Vesting then increases progressively with the Executive Options fully vesting where earnings per share growth matches the UK retail price index plus an average of 14% per annum.

The SAYE Option Scheme enables UK permanent employees to use the proceeds of a related SAYE contract to acquire options over ordinary shares of the Company at a discount of up to 20% of their market price. Options granted under the scheme can normally be exercised during a period of six months starting on the third anniversary of the start of the relevant SAYE contract. Exercise of an option is subject to continued employment.

Equity-settled Performance Share Plan (PSP)

As at 31 December 2012 the following Share Awards had been granted and remained outstanding in respect of the Company's ordinary shares of 20p each under the Company's Executive PSP Scheme:

The movements within the balances of Share Awards and Co-investment Awards are indicated below:

		2012		2011
	Share Awards	Co-investment Awards	Total	Share Awards	Co-investment Awards	Total
At 1 January	5,509,649	2,096,499	7,606,148	5,756,209	2,216,459	7,972,668
Granted during the year	2,074,277	1,009,824	3,084,101	1,535,054	584,710	2,119,764
Vested during the year	(1,233,412)	(401,337)	(1,634,749)	(1,051,266)	(379,083)	(1,430,349)
Lapsed during the year	(846,814)	(278,369)	(1,125,183)	(720,348)	(258,047)	(978,395)
Forfeited during the year	(123,500)	(12,692)	(136,192)	(10,000)	(67,540)	(77,540)
At 31 December	5,380,200	2,413,925	7,794,125	5,509,649	2,096,499	7,606,148

The fair value of Share Awards and Co-investment Awards granted during the year was £5,934,500.

The options outstanding at 31 December 2012 had a weighted average remaining contractual life of 16 months (2011: 13 months).

No Awards expired during the year (2011: none).

The inputs into the stochastic model are as follows:	2012	2011	2010	2009
Weighted average share price	£2.39	£3.29	£2.05	£0.83
Weighted average exercise price	nil	nil	nil	nil
Expected volatility	41.9%	48.1%	52.2%	48.1%
Expected life	3	3	3	3
Risk free rate	0.6%	1.4%	3.0%	1.7%
Expected dividend yield	2.2%	1.5%	2.3%	5.7%

Expected volatility has been calculated over the period of time commensurate with the remainder of the performance period immediately prior to the date of grant. The expected life used in the model has been adjusted, based upon management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Under the terms of the PSP the number of shares receivable by Executive Directors for a nominal value is dependent upon the total shareholder return (TSR) and the earnings per share (EPS) growth over the three-year period from the initial date of grant. In the case of Co-investment Awards, the continued ownership of qualifying shares in the Company is also required. As such it is not possible to determine the interests of the individual Directors prior to the completion of the vesting period, although no shares will vest if the TSR performance does not at least equal the performance of the FTSE Small Cap Index or the EPS compound annual growth exceed 8%. For all of the PSP shares to vest, the TSR must exceed the FTSE Small Cap Index by a compound 12.5% per annum and the EPS compound annual growth must also exceed 14%.

The Group recognised an expense of £4,455,000 (2011: £3,377,000) during the year in respect of equity-settled share-based payment transactions and £nil (2011: credit of £1,029,000) in respect of cash-settled share-based payment transactions. The liability for cashsettled share-based payment transactions at 31 December was £nil (2011: £nil).

19. Reserves

The other reserves of the Group include a merger reserve of £83,379,000 (2011: £83,379,000), a capital reserve of £9,301,000 (2011: £9,301,000), capital redemption reserve of £624,000 (2011: £624,000) and a capital contribution reserve of £44,000 (2011: £44,000).

The own shares are held by an employee benefit trust (EBT) to satisfy the potential share obligations of the Group. The Company also has an obligation to make regular contributions to the EBT to enable it to meet its financing costs. Rights to dividends on shares held by the EBT have been waived by the trustees. Charges of £14,000 (2011: £17,000) have been reflected in the Consolidated Income Statement in respect of the EBT.

The number and market value of own shares held at 31 December 2012 was 5,129,880 (2011: 6,764,629) and £9,901,000 (2011: £10,959,000). The number and market value of treasury shares held at 31 December 2012 was 8,922,900 (2011: 8,922,900) and £17,221,000 (2011: £14,455,000).

20. Notes to the cash flow statement		2011 £'000
Operating profit Adjustments for:	8,469	15,633
Depreciation and amortisation charges Loss on disposal of property, plant and equipment and computer software Charge in respect of share-based payment transactions	3,811 394 4,455	3,216 173 3,377
Operating cash flows before movements in working capital	17,129	22,399
Increase in receivables Increase in payables	(10,533) 4,734	(15,202) 9,786
Cash generated from operating activities	11,330	16,983

21. Reconciliation of net cash flow to movement in net funds ²⁰¹²

Net cash at end of year	11,472	17,061
Net cash at beginning of year	17,061	24,883
Movement in net cash in the year	(5,589)	(7,822)
Foreign currency translation differences	(525)	(14)
Cash inflow from movement in bank loans	(2,705)	(4,800)
Decrease in cash and cash equivalents in the year	(2,359)	(3,008)
	£'000	£'000
		2011

Net cash is defined as cash and cash equivalents less bank loans.

notes to the group accounts continued

FOR THE YEAR ENDED 31 DECEMBER 2012

22. Commitments

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: ²⁰¹²

	£'000	2011 £'000
Within one year	9,750	6,325
In the second to fifth years inclusive	33,522	21,269
After five years	15,042	28,641
	58,314	56,235

The Company has no finance lease commitments (2011: £nil).

There are no capital commitments for the Group (2011: £nil).

23. Related party transactions

Transactions between Robert Walters plc and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The remuneration of key management personnel who are deemed to be Directors has been disclosed in the Report of the Remuneration Committee on page 29.

24. Contingent liabilities

Each member of the Robert Walters plc Group is party to joint and several guarantees in respect of banking facilities granted to Robert Walters plc.

The Company has no other contingent liabilities as at 31 December 2012 (2011: £nil).

Company Balance Sheet

AS AT 31 DECEMBER 2012

	Note	2012 £'000	2011 £'000
Non-current assets
Investments	26	196,175	192,690
Current assets
Trade and other receivables	27	1,788	838
Total assets		197,963	193,528
Current liabilities Trade and other payables	28	(115,361)	(111,680)
Net current liabilities		(115,361)	(111,680)
Net assets		82,602	81,848
Equity
Share capital	29	17,114	17,113
Share premium	30	21,249	21,247
Capital redemption reserve	30	624	624
Own shares held	30	(9,121)	(12,028)
Treasury shares held	30	(19,860)	(19,860)
Retained earnings	30	72,596	74,752
Shareholders' funds		82,602	81,848

The accounts of Robert Walters plc, Company Number 3956083, on pages 57 to 59 were approved by the Board of Directors on 25 February 2013 and signed on its behalf by:

Alan Bannatyne

Chief Financial Officer

notes to the COMPANY accounts

FOR THE YEAR ENDED 31 DECEMBER 2012

25. Accounting policies

The principal accounting policies of the Company are summarised below and have been applied consistently in all aspects throughout the current year and the preceding year.

(a) Basis of accounting

The separate financial statements of the Company are presented as required by the Companies Act 2006.

The accounts have been prepared under the historical cost convention and in accordance with applicable UK accounting standards and law.

(b) Foreign currencies

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date.

The results of overseas operations are translated at the average rates of exchange during the period and their balance sheets at the rates ruling at the balance sheet date. Exchange differences arising on translation of the opening net assets and the results of overseas operations are dealt with through reserves.

(c) Investments

Investments are shown at cost less provision for impairment where appropriate.

26. Fixed asset investments
	Total
	£'000
At 1 January 2012	192,690
Increase in the year due to equity incentive schemes	3,485
At 31 December 2012	196,175

Please refer to note 10 for a list of the Company's principal investments.

27. Trade and other receivables		2012 £'000	2011 £'000
Amounts due from subsidiaries		1,788	838
		1,788	838
28. Trade payables and other payables: amounts falling due within one year		2012 £'000	2011 £'000
Amounts due to subsidiaries		115,361	111,680
		115,361	111,680
29. Share capital 2012 Number	2011 Number	2012 £'000	2011 £'000
Authorised
Ordinary shares of 20p each 200,000,000	200,000,000	40,000	40,000

Allotted, called-up and fully paid

Ordinary shares of 20p each 85,570,741 85,568,121 17,114 17,113

30. Reserves

Dividends paid	– – –	– – –	– – –	2,907 – –	– – –	(2,907) (20) (3,684)	– (20) (3,684)
Loss for the year
Transfer to own shares held on exercise of equity incentives
Credit to equity for equity-settled share-based payments	–	–	–	–	–	4,455	4,455
Shares issued	1	2	–	–	–	–	3
Shareholders' funds at 1 January 2012	17,113	21,247	624	(12,028)	(19,860)	74,752	81,848
	Share capital £'000	Share premium £'000	Capital redemption reserve £'000	Own shares £'000	Treasury shares £'000	Retained earnings £'000	Total £'000

The Company has elected not to present its own profit and loss account as permitted by Section 408 of the Companies Act 2006.

Since Robert Walters plc prepares a Consolidated Cash Flow Statement, the Company has taken advantage of the exemption available to not produce a Company-only Cash Flow Statement.

Robert Walters plc reported a result for the year of £0.0m (2011: £0.0m).

£25.3m (2011: £29.1m) of the retained earnings of the Company represents distributable reserves.

Details of the proposed final dividend are provided in note 6 to the accounts.

Details of Treasury and own shares held are disclosed in note 19 to the accounts.

31. Commitments

The Company has no finance lease commitments (2011: £nil).

There are no capital commitments for the Company (2011: £nil).

32. Related party transactions

There were no related party transactions in the year to 31 December 2012 (2011: £nil) other than as disclosed in the Report of the Remuneration Committee and notes 27 and 28.

33. Contingent liabilities

The Company has no other contingent liabilities as at 31 December 2012 (2011: £nil).

OUR offices

Australia

Adelaide Level 20 25 Grenfell Street Adelaide SA 5000 Australia t: +61 (0) 8 8216 3500

Brisbane Level 27 Waterfront Place 1 Eagle Street Brisbane QLD Australia 4000 t: +61 (0) 7 3032 2222

Chatswood Level 15 67 Albert Avenue Chatswood NSW 2067 t: +61 (0) 2 8423 1000

Melbourne Level 41 385 Bourke Street Melbourne Australia 3000 t: +61 (0) 3 8628 2100

Parramatta Level 6 10 Smith Street Parramatta NSW 2150 Australia t: +61 (0) 2 8836 3600

Perth Level 10 109 St Georges Terrace Perth WA Australia 6001 t: +61 (0) 8 9266 0900

Sydney Level 53 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 t: +61 (0) 2 8289 3100

Belgium

Brussels Avenue Louise 250 B-1050 Brussels Belgium t: +32 (0) 2 511 66 88

Walters People Avenue Louise 250 B-1050 Brussels Belgium t: +32 (0) 2 542 40 40

Ghent Walters People Guldensporenpark 120 9820 Merelbeke Belgium t: +32 (0) 9 210 57 40

Groot- Bijgaarden Walters People 54A Gossetlaan 1702 Groot- Bijgaarden Belgium t: +32 (0) 2 609 79 00

Zaventem Walters People Leuvensesteenweg 555 Entrance 3 1930 Zaventem Brussels t: +32 (0) 2 613 08 00

Brazil

Rio de Janeiro Praia de Botafogo 501 - Bloco 1 - 1º andar Torre Pão de Açucar Rio de Janeiro - RJ 22250-040, Brazil t: +55 (21) 2586 6165

São Paulo Rua do Rócio 350, 4º andar Vila Olímpia - SP 04552-000, Brazil t: +55 (11) 2655 0888

China

Beijing Unit 1001, North Tower, Kerry Centre No 1, Guang Hua Road Chaoyang District Beijing 100020 PR China t: +86 10 5282 1888

Nanjing 36th Floor, Suite D/E IFC, 1 Hanzhong Road Baixia District Nanjing 210029 PR China t: +86 25 8801 5888

Shanghai Suite B, 12th Floor, Crystal Century Plaza No. 567 Wei Hai Road Shanghai 200041 PR China t: +86 21 5153 5888

Suzhou Suite 2106 Zhongyin Huilong Building No. 8 Suzhou Avenue West Suzhou Industrial Park Jiangsu 215021 PR China t: +86 512 6873 5888

France

Lyon 63 quai Charles de Gaulle 69006 Lyon Cedex 06 France t: +33 (0) 4 72 44 04 18

Paris 25 rue Balzac Paris 75008 France t: +33 (0) 1 40 67 88 00

Walters People 16 rue Washington Paris 75008 France t: +33 (0) 1 40 76 05 05

St Quentin Walters People 43 avenue du centre 78180 Montigny-le-bretonneux France t: +33 (0) 1 30 48 21 80

Strasbourg 3rd Floor Centre d'Affaire Delta Bleu 5 Place du Corbeau 67000 Strasbourg France t: +33 (0) 3 88 65 58 25

Germany

Düsseldorf Benrather Straße 12 40213 Düsseldorf Germany t: +49 (0) 211 30180 000

Frankfurt Taunusanlage 1 60329 Frankfurt am Main Germany t: +49 (0) 69 95798 985

Hong Kong

20/F Nexxus Building 41 Connaught Road Central Central Hong Kong t: +852 2103 5300

Indonesia

Jakarta 50th Floor Menara BCA Grand Indonesia, JI. MH. Thamrin No.1 Jakarta, 10310 Indonesia t: +62 (21) 2358 4489

Ireland

Dublin 2nd Floor Riverview House 21-23 City Quay Dublin 2, Ireland t: +353 (0) 1 633 4111

Japan

Tokyo Shibuya Minami Tokyu Building 14th Floor 3-12-18 Shibuya Shibuya-ku Tokyo 150-0002 Japan t: +81 (0) 3 4570 1500

Osaka Pias Tower 15th Floor 3-19-3 Toyosaki Kita-ku, Osaka-shi Osaka 531-0072 Japan t: +81 (0) 6 4560 3100

Luxembourg

5th Floor 26a Boulevard Royal L-2449 Luxembourg t: +352 (0) 2647 8585

Malaysia

Kuala Lumpur Level 24, Menara 3 Petronas Persiaran KLCC 50088 Kuala Lumpur t: +603 2380 8700

Netherlands

Amsterdam WTC, Toren H Zuidplein 28 1077 XV Amsterdam Netherlands t: +31 (0) 20 644 4655

Eindhoven Begijnenhof 4-6 5611 EL Eindhoven Netherlands t: +31 (0) 40 799 9910

Rotterdam

Groothandelsgebouw Ingang A, 3de verdieping Stationsplein 45 Postbus 746 3000 AS Rotterdam Netherlands t: +31 (0) 10 7998 090

New Zealand

Auckland Level 9 22 Fanshawe Street Auckland New Zealand t: +64 (0) 9 302 2280

Wellington Level 8 Featherston House 119-123 Featherston Street Wellington New Zealand t: +64 (0) 4 499 7711

Singapore

6 Battery Road 22-01 Singapore 049909 t: +65 6228 0200

South Africa

Johannesburg 19th Floor World Trade Center Johannesburg Cnr West Road South and Lower Road Morningside, Sandton Johannesburg 2196 South Africa t: +27 (0) 11 881 2400

South Korea

Seoul West Center 27 Floor Center 1 Building 67 Suha-dong Jung-gu Seoul 100-210 Korea t: +82 (0) 2 6030 8811

Spain

Madrid Plaza de la Independencia nº2 3ª planta 28001 Madrid Spain t: +34 91 309 79 88

Switzerland

Zurich Brandschenkenstrasse 6 8001 Zurich Switzerland t: +41 (0) 44 809 35 00

Taiwan

Taipei Room F, 10th Floor No. 1 Songzhi Road Xin-yi District Taipei Taiwan t: +886 2 8758 0700

Thailand

Bangkok 1 Zuellig House, 3rd Floor Unit 302 Silom Road Bangrak Bangkok 10500 Thailand t: +66 (0) 2 344 4800

UAE

Dubai Office 6 The Gate Dubai International Financial Centre Dubai P.O. Box 121208 UAE t: +971 4 401 9977

United Kingdom

Birmingham 9th Floor 11 Brindley Place Birmingham B1 2LP United Kingdom t: +44 (0) 121 281 5000

Guildford Bishops Wharf 1 Walnut Tree Close Guildford GU1 4UP United Kingdom t: +44 (0) 1483 510400

London (Head Office) 11 Slingsby Place St Martin's Courtyard London WC2E 9AB United Kingdom t: +44 (0) 20 7379 3333

Manchester 9th Floor 3 Hardman Street Manchester M3 3HF United Kingdom t: +44 (0) 161 214 7400

Milton Keynes Ground Floor Luminous House 300 South Row Milton Keynes MK9 2FR United Kingdom t: +44 (0) 1908 933975

United States

New York Suite 1606 7 Times Square New York NY 10036 USA t: +1 212 704 9900

San Francisco 4 Embarcadero Center Suite 1400 San Francisco CA 94111 USA t: +1 415 926 7770

Vietnam

Ho Chi Minh City Level 14, Unit 1403 39 Le Duan Street District 1 Ho Chi Minh City Vietnam t: +84 8 3520 7900

Australia Belgium Brazil China France Germany Hong Kong Indonesia Ireland Japan Luxembourg Malaysia Netherlands New Zealand Singapore South Africa South Korea Spain Switzerland Taiwan Thailand UAE UK USA Vietnam