Annual Financial Report

12 April 2012 Capita plc Annual Financial Report Capita plc will hold its Annual General Meeting at 11.00am on Tuesday, 15 May 2012 at Deutsche Bank, 1 Great Winchester Street, London EC2N 2DB. Pursuant to Listing Rule 9.6.1, copies of the following documents have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, via the National Storage Mechanism which is located at http://www.hemscott.com/nsm.do: - Annual Report and Accounts for the year ended 31 December 2011 - Notice of Meeting dated 11 April 2012 for the 2012 Annual General Meeting These documents are available on the Company's website: www.capita.co.uk. Contact: Francesca Todd, Deputy Group Company Secretary, 020 7202 0641 A condensed set of the Company's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements, were included in the preliminary results announcement released on 23 February 2012. That information, together with the information set out below, which is extracted from the Annual Report 2011, is provided in accordance with the Disclosure and Transparency Rule 6.3.5. This information should be read in conjunction with the Company's preliminary results announcement. This announcement is not a substitute for reading the full Annual Report 2011. Principal risks and uncertainties Careful risk management Managed risk-taking is an important ingredient in our growth and success. We are, therefore, focused on comprehensively assessing risks and understanding which risks can be controlled and mitigated and which are outside of our control. Where we believe there is a sensible balance of reward against any potential risk, then we will proceed with specific business developments including new contracts and acquisitions. Systems and procedures are in place across the Group to identify, assess and mitigate major business risks that could impact the delivery of our growth strategy. Monitoring our exposure to risk is an integral part of the Management Operations Business ("MOB") Review process. The MOB process is supplemented across many of our businesses, including all the regulated financial services businesses, by formally constituted risk committees. A `Black Hat' process is additionally in place to discuss and seek Group Board approval regarding acquisitions and major bids. At Group level, risk management is independently facilitated and challenged by the Group Risk and Business Assurance function. In respect of financial services regulated businesses, there is also a Group Compliance function. Both of these control functions report to the Group Finance Director and independently to the Audit Committee. In addition, for regulated financial services, there is a Financial Services Governance Forum which assists with the Board's oversight of risk in this sector. Key risk Potential impacts Mitigating activities include categories Financial - Adverse effect on financial - Financial performance of each performance and brand business unit is monitored reputation. monthly - Capital expenditure is subject to rigorous monitoring and budgetary controls. Delegates and - Reputation risk and financial - Rigorous risk-based due loss e.g. disruption to supply diligence processes for the counterparty chain; service interruption. selection of key delegates and failure wider counterparties monitoring. Operational - Failure to meet contractual - Risk committees and Group risks Service Level Agreements Board escalation of risks/ issues - Financial penalties - MOB process escalation - Potential loss of contracts - Operating performance - Brand reputation impacted. indicators in place - Business resilience arrangements in place - Risk-based independent assurance - Centralised proactive and reactive PR team provides full issues management communications support. Acquisitions - Planned synergies not - Rigorous risk-based due and achieved diligence organic - Adverse impact on financial - Black Hat process: growth growth and performance - Fit with strategy and pricing - Financial penalties. is subject to review and approval by the Group Board - Appropriate contractual terms to ensure fair risk/reward profile - Robust integration and transition process. Regulatory - Weaker economic conditions - Focus on 10 diverse public and are a key driver for and private sector markets outsourcing, however, extreme economic economic uncertainty can result - Focus on widening scope of landscape in a delay in buying decisions existing contracts to help and lower discretionary spend clients save money across some market segments - Supply of services that - Changes to regulation in support essential client different jurisdictions could functions rather than potentially impact businesses discretionary activities located there. - Initiatives to increase the efficiency of Group operations - Increased compliance and risk monitoring of potential changes across all jurisdictions we are active in. Attract and - Lack of appropriate resources - Training and development retain staff may lead to inability to develop and execute business - Continual development through plans objective setting and appraisals - Poor staff morale - Competitive incentive and - Competitive disadvantage. bonus plans - Succession planning - Comprehensive vetting process in line with roles. Loss of - Contractual and regulatory - Appropriate policies and sensitive or penalties procedures confidential - Adverse media comment and - Robust information security data or reputation impact on brand. framework, including policies and processes failure to protect - Escalation to risk committees and subsidiary boards consumers' funds - Training and monitoring programme across businesses - Swift adoption of Group policies and protocols by newly acquired businesses - Sharing of best practice and issues through cross-Group forums - Regular monitoring through risk-based audits and follow up of actions - Centralised proactive and reactive PR team. Fraud, - Potential for civil and - Appropriate policies and bribery and criminal penalties for business procedures in place including a and/or Senior Officers `speak up' policy corruption - Potential prohibition from - Anti corruption culture and a bidding for public sector zero tolerance approach with a contracts in EU robust disciplinary process - Media comment and reputation - Risk assessments of impact. vulnerabilities - Monitoring and audit - Centralised proactive and reactive PR team. Financial - Non-compliance with the - Appropriate policies and services requirements of the FSA and procedures other financial services regulation regulators, including - Monitoring by Risk, Business procedures to protect clients' Assurance and Regulatory assets Compliance teams - Regulatory, financial and - Escalation of risks to risk contractual penalties committees and subsidiary boards - Adverse impact on reputation. - Risk-based assurance and actions for improvement - Independent reporting to Group Audit Committee and Group Financial Services Governance Forum. Health and - Non-compliance with health - Rigorously applied health and safety and safety regulations safety policy and processes - Adverse impact on wellbeing - Health and safety training of our employees. - Comprehensive Group wide health and safety audits undertaken twice a year. Environmental - As a low impact company our - Raising awareness of key environmental impacts are environmental issues and Group energy use, business travel, sustainability initiatives resource use and waste management which we manage - Continue to measure and proactively. manage our carbon footprint and achieve energy reductions - Environmental management system in place - Environmental site audits carried out twice a year - Reduction of paper use and increase in recycling. Related party transactions Compensation of key management personnel: 2011 2010 £m £m Short term employment benefits 5.5 6.2 Pension 0.2 0.1 Share based payments 3.6 3.9 9.3 10.2 Gains on share options exercised in the year by key management personnel totalled £5.8m (2010: £2.6m). Nigel Wilson, Senior Independent Director, is Group Chief Financial Officer of Legal & General Group Plc. The Legal & General Group Plc had an interest in 23,086,079 shares in Capita plc as at 16 February 2012 and has a contractual relationship with the Group. Nigel Wilson does not participate in any Legal & General board discussions or decisions in respect of that company's dealings with Capita Plc which are conducted on an arm's length basis. Directors Responsibility Statement The Directors confirm that, to the best of their knowledge: a) the consolidated financial statements in this report, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, IFRIC interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Group taken as a whole; b) the parent company financial statements in this report, which have been prepared in accordance with United Kingdom Accounting Standards (UK GAAP) and applicable law, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and c) the management report contained in this report includes a fair review of the development and performance of the business and position of the Company and the Group taken as a whole, together with a description of the principal risks and uncertainties that they face. By order of the Board. P R M Pindar G M Hurst Chief Executive Group Finance Director

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Capita (CPI)
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