Directors’ Report
The Directors present their annual report on the affairs of the Company and the
Group, together with the Financial Statements and the Independent Auditor’s Report,
for the year ended 31 July 2009.
These will be laid before shareholders at the Annual General Meeting (AGM) to be held at
12.00 hours on Friday 20 November 2009. Details of the business to be considered at the
AGM, together with an explanation of all the resolutions, are set out in the separate Notice
of Meeting.
Principal Activities and Business Review
The principal activity of the Company was that of a holding company of a human capital
resources business.
The principal activity of the Group during the year was that of a human capital resources
business dealing with contract and permanent recruitment in the Private and Public sector.
The Group is organised in three sectors, Engineering, Built Environment and Professional
Services, with niche activities within each sector.
The Group is one of the UK’s largest recruitment businesses.
In addition to its core services, the Group is one of the leaders in graduate recruitment,
with strong links to Universities, Colleges and other educational establishments.
There have not been any significant changes in the Group’s principal activities in the year
under review and the Directors are not aware, at the date of this report, of any likely major
changes in the Group’s activities in the next year.
A full business review is presented in the Chief Executive’s report and the
Chief Financial Officer’s Report and forms part of this Directors’ Report.
Results and Dividends
The Group profit after tax for the year of £8.0m (2008: £9.1m) is shown in the Consolidated
Income Statement. The trading results for the year and the Group's financial position at the
end of the year are shown in the financial statements.
The Group’s key performance indicators of Revenue, NFI, NFI Conversion, Operating
Profit, Operating Cash Conversion, Profit Before Tax and Earnings Per Share are referred
to in the Chairman’s Overview, Chief Executive Officer’s Review and Chief Financial
Officer’s Report.
The Company has paid the following dividends:
The Directors have recommended the following dividends:
Directors
The Directors who served during the period were:
The biographical details of those persons serving as directors of the Company as at the date of this report are set out on the board of directors page.
In accordance with the Company’s Articles of Association, one third of the Directors offer themselves for re-election at the forthcoming Annual
General Meeting. The Board considers that the performance of those directors proposed for re-election continues to be effective and that they
demonstrate a strong commitment to their role.
Directors and officers of the Company and its subsidiaries benefit from directors’ and officers’ liability insurance cover in respect of legal actions
brought against them. In addition, directors of the Company are indemnified in accordance with Article 170 of the Company’s Articles of
Association to the maximum extent permitted by law. Neither the insurance nor the indemnities provide cover where the relevant director or officer
has acted fraudulently or dishonestly.
The Board of directors may exercise all the powers of the Company, subject to the provisions of relevant legislation, the Company’s Memorandum
and Articles of Association and any directions given by a special resolution of the shareholders. Specific powers are detailed in the Company’s
Articles of Association, including the power to issue and buy back shares, along with the rules for the appointment and removal of directors.
The Directors and their interests in shares in the Group
The Directors of the Company, who served during the year, and their interests in shares and share options of the Company are shown in the
Remuneration Report.
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have to prepare the Group
and Company Financial Statements in accordance with applicable law and International Financial Reporting Standards (IFRS) as adopted by the
European Union. The Financial Statements are required by law to give a true and fair view of the state of affairs of the Company and the Group
and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently
- make judgements and estimates that are reasonable and prudent
- state whether applicable IFRS’s have been followed, subject to any material departures disclosed and explained in the financial statements
- prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business,in which case there should be supporting assumptions or qualifications as necessary.
The directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of
the Group 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 Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as the Directors are aware there is no relevant audit information of which the company's auditors are unaware; and the Directors have
taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are
aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
Going Concern
The directors have reviewed forecasts and budgets for the coming year, which have been drawn up with appropriate regard for the current
macroeconomic environment and the particular circumstances in which the Group operates. These were prepared with reference to historic and
current industry knowledge, taking future strategy of the Group into account. As a result, at the time of approving the financial statements, the
directors consider that the Company and the Group have sufficient resources to continue in operational existence for the foreseeable future, and
accordingly, that it is appropriate to adopt the going concern basis in the preparation of the financial statements. As with all business forecasts, the
Directors’ statement cannot guarantee that the going concern basis will remain appropriate given the inherent uncertainty about future events.
Substantial shareholders
In addition to the Directors’ interests shown in the Remuneration Report , and in accordance with Part 22 of the Companies Act
2006 the Company has been notified that the following shareholders’ interests exceeded 3% of the Company’s Ordinary share capital in issue at
the date of this report:
Corporate governance
The detailed Corporate Governance report.
Corporate responsibility
The Board recognises its employment, environmental and health and safety responsibilities. It devotes appropriate resources towards monitoring
and improving compliance with existing standards. The Executive Directors have responsibility for these areas at Board level, ensuring that the
Group’s policies are upheld and providing the necessary resources.
Environment
The Group remains committed to operating in an environmentally responsible manner and is accredited to the Environmental Standard ISO
14001:2004. The Directors consider the impact on the environment in making their decisions.
The Community
The Group is committed to providing support to the community and society through a number of charitable activities. During the year the Group
made charitable donations of £7,000 (2008: £14,000). The Group made no donations for political purposes either in the UK or overseas during the
year. The Directors consider the impact on the community in making their decisions.
Employees
The Board recognises that the Group’s employees are its most important asset.
The Group is committed to achieving equal opportunities and to complying with anti-discrimination legislation. It is established Group policy to offer
employees and job applicants the opportunity to benefit from fair employment, without regard to their sex, sexual orientation, marital status, race,
religion or belief, age or disability.
Employees are encouraged to train and develop their careers.
The Group has continued its policy of informing all employees of matters of concern to them as employees, both in their immediate work situation
and in the wider context of the Group’s well being. Communication with employees is effected through the Board, the Group’s management
briefings structure, formal and informal meetings and through the Group’s information systems.
The Group has a culture that encourages share participation at all levels. At 31 July 2009 it is estimated that 51% of the Company’s share capital
is held by Directors, senior management and other employees.
During the year the Group operated a Long Term Incentive Plan (‘LTIP’) and a Share Incentive Plan (‘SIP’). The Group also has a number of
share options remaining to be exercised from its Enterprise Management Incentive Scheme (‘EMI’).
Policy on the payment of creditors
It is the Group's policy to agree payment terms with suppliers when orders are placed. Payments are made in accordance with these terms
provided the suppliers comply with relevant terms and conditions.
No one supplier arrangement is considered to be essential to the business of the Group.
The Group had 8 creditor days (2008: 17 days) outstanding at 31 July 2009 based on the average daily cost of sales and invoicing during the year.
The Company, as a holding company, did not have any amounts owing to trade creditors as at 31 July 2009.
Health and Safety
The Group is committed to providing for the health, safety and welfare of all its employees and has established an Occupational Health & Safety
Management System that complies with OHSAS 18001-2007. The Group also has procedures in place to comply with all legal and contractual
obligations relevant to the Group’s activities.
Principal risks and uncertainties
In order to achieve our business objectives the Group must respond effectively to the associated risks. The Group has established risk
management procedures, involving the identification and monitoring of strategic and operational risks at various levels of management. The Board
regularly reviews material risks identified and risk management is embedded in our annual budgeting and strategic planning processes. It is,
however, not possible to fully mitigate all risks that the Group encounters. In addition to market risk, credit risk and liquidity risk, which are covered
under Group financial risk management in the Chief Financial Officer’s statement above, the principal key risks for the Group have been assessed
as follows:
- The economic cycle, UK Public Expenditure and dependence on key clients: recruitment is closely linked to the general performance of the
economy and its cyclicality and UK Public Expenditure; the Board estimates that about 53% of the Group’s NFI is derived directly and indirectly
from the UK Public Sector. The Group seeks to mitigate some of this risk by focusing on recurring project based contract business in sectors
where there is a long term prognosis for growth. Nevertheless, in the event that any major client ceases to procure services from the Group, or
such a client does not pay for services provided by the Group in a timely manner, it may have a material adverse effect on the prospects for the
Group.
- Contractual risk: the Group had one contract under which it supplied for the construction of aircraft tailplanes. Typically as a recruitment
consultancy, Matchtech will source engineering contractors who will provide engineering services to a client, under the supervision of that client.
Under this specific engineering design services contract Matchtech took more responsibility for the performance of the services and the output
of the services than otherwise may be the case if it were acting as a recruitment consultant. Accordingly a project system was in place to
monitor project performance and to assist with ongoing risk assessment and management. The contract ceased on 31 October 2008 and the
Group has an ongoing aviation insurance liability, the cost of which has been accrued into the income statement.
- Compliance and regulatory obligations and changes: the Group works closely with its financial and legal advisors, in-house compliance team
and recruitment governing bodies, the Recruitment and Employment Confederation (REC) and the Association of Professional Staffing
Companies (APSCo) to ensure that the business is up to date on these issues and that systems are in place to minimise the risk of nonconformance.
- Technology systems: there is a risk that IT systems become out of date. The Group employs its own team of in-house developers to ensure
that its systems are constantly maintained and developed to meet the latest requirements of the business.
- Markets and competition: the recruitment market is highly fragmented and competition is intense. The Group Board and Executive regularly
meet to discuss and agree strategy to minimise this risk.
-
Shortage of candidates and specific skills: the Group seeks to mitigate this risk by working hard to maintain its own candidate database, to
provide the best service possible to candidates and to retain as many contractors as possible.
-
Loss of business continuity: operating from one site, the Group is at risk from loss of business continuity, however the Group’s business
continuity strategy includes a highly resilient infrastructure within the Group’s two building environment and has also contracted a further
Disaster Recovery facility where our staff would relocate to in the event of a major disaster. These processes have been tested and audited and
Matchtech has achieved accreditation to BS25999 the new Business Continuity Standard.
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Loss of key management and staff: the Group understands the risk of losing key staff, especially given the Board’s medium term growth plans,
and aims to mitigate this risk by developing its staff in-house, giving them clear objectives and career paths, with the goal of building a resilient
succession planning environment.
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Staff Pandemic: a pandemic could affect a significant number of our staff who may be unable to report for work either because they are
personally unwell or because they need to care for dependents. The risk is heightened this year due to the current swine flu pandemic. This risk
is closely monitored and advice is taken from the government and medical authorities. Pandemic forms a part of our overall Business
Continuity Policy and contingency plans are in place to limit the spread of infection within our offices and to enable continuity of work
commitments through home and remote working.
-
Contractor Pandemic: a pandemic could affect a significant number of our contractors who may be unable to report for work either because
they are personally unwell or because they need to care for dependents. The risk is heightened this year due to the current swine flu pandemic.
This risk is closely monitored and advice is taken from the government and medical authorities. This risk is mitigated by our clients own
contingency plans, however, Matchtech has little or no influence over these client contingency plans.
Quality
The Group is ISO 9001:2000 accredited. As one of the UK's leading specialist recruitment agencies, Matchtech is dedicated to quality and
professionalism in the pursuit of achieving customer satisfaction and commercial goals.
In order to ensure that these Key Objectives are achieved, the Company has, in compliance with ISO 9001:2000, implemented a Quality
Management System suitable to the needs, size and complexity of the operation. Commitment to, and compliance with, this Quality Management
System is mandatory for all Matchtech employees.
This Quality Policy, and the resultant Management Systems and Objectives are under constant review to ensure continual improvements in
Systems and performances. All interested parties are encouraged to participate in this process.
Business Continuity
The Group is BS25999 accredited. Matchtech has a robust business continuity strategy and has built a highly resilient infrastructure within the
Group’s two building environment and has a further Disaster Recovery facility where our staff would relocate to in the event of a major disaster.
Auditors
The Company’s auditors, Grant Thornton UK LLP, have expressed their willingness to continue in office and in accordance with section 489 of the
Companies Act 2006, resolutions for their re-appointment and to authorise the directors to determine their remuneration will be proposed at the
forthcoming AGM.
Registered office:
1450 Parkway, Solent Business Park, Whiteley, Fareham, Hampshire. PO15 7AF
Registered number: 04426322
Approved by the Board and signed on its behalf by
Tony Dyer
Chief Financial Officer
7 October 2009
Cautionary statement
Under the Companies Acts 2006, a company’s directors’ report is required, among other matters, to contain a fair review by the directors of the
Group’s business through a balanced and comprehensive analysis of the development and performance of the business of the Group and the
position of the Group at the year-end, consistent with the size and complexity of the business.
The Directors’ Report set out above, including the Chairman’s Statement, the Chief Executive’s Statement, and the Chief Financial Officer’s
Statement incorporated into it by reference (together, the Directors’ Report), has been prepared only for the shareholders of the Company as a
whole and its sole purpose and use is to assist shareholders to exercise their governance rights. In particular, the Directors’ Report has not been
audited or otherwise independently verified. The Company and its directors and employees are not responsible for any other purpose or use or to
any other person in relation to the Directors’ Report.
The Directors' Report contains indications of likely future developments and other forward-looking statements that are subject to risk factors
associated with, among other things, the economic and business circumstances occurring from time to time in the countries, sectors and business
segments in which the Group operates. These factors include, but are not limited to, those discussed under Principal Risks and Uncertainties.
These and other factors could adversely affect the Group’s results, strategy and prospects. Forward-looking statements involve risks, uncertainties
and assumptions. They relate to events and/or depend on circumstances in the future which could cause actual results and outcomes to differ
materially from those currently anticipated. No obligation is assumed to update any forward-looking statements, whether as a result of new
information, future events or otherwise.