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