Compass AR 2014 LR

CREATING
OPPORTUNITIES
FOR GROWTH
Annual Report 2014
COMPASS GROUP PLC PROVIDES
GREAT FOOD AND SUPPORT SERVICES
TO MILLIONS OF PEOPLE AROUND
THE WORLD EVERY DAY. OUR CORE
STRATEGY IS UNCHANGED AND
CONTINUES TO DELIVER. WE REMAIN
POSITIVE ABOUT THE STRUCTURAL
GROWTH POTENTIAL IN FOOD AND
SUPPORT SERVICES GLOBALLY.
See this Report and our full Corporate Responsibility

Report online at www.compass-group.com/ar14
CONTENTS
STRATEGIC REPORT CORPORATE GOVERNANCE SHAREHOLDER INFORMATION
2 Chairman’s statement 49 Governance and Directors’ Report 144 Shareholder information
4 Strategic report overview 59 Directors’ Remuneration Report 146 Notice of Annual General Meeting
Strategic report
6 Sectors and services
CONSOLIDATED FINANCIAL STATEMENTS
8 Our regions
78 Directors’ responsibilities
10 Chief Executive’s statement
79 Independent auditor’s report
12 Market perspective
81 Consolidated financial statements
14 Business model
92 Notes to the consolidated financial
16 Strategy for growth statements
18 Key performance indicators
20 Regional reviews PARENT COMPANY FINANCIAL STATEMENTS
32 Finance Director’s statement 137 Parent Company financial statements

37 Principal risks 139 Notes to the Parent Company financial
statements
40 Our responsibilities
Corporate governance
46 Our Board
50+
Consolidated financial statements

We operate in over 50 countries
50,000+ We work in more than 50,000 client locations
500,000+
Parent Company financial statements
We employ more than 500,000 great people
4,000,000,000+ We serve over 4 billion meals a year
REVENUE UNDERLYING OPERATING UNDERLYING BASIC UNDERLYING OPERATING REPORTED PROFIT DIVIDEND PER ORDINARY
(£M) MARGIN EARNINGS PER SHARE PROFIT BEFORE TAX SHARE
(%) (PENCE) (£M) (£M) (PENCE)
1,147
17,557
16,905
17,058
26.5
1,265
1,245
48.7
24.0
47.7
1,178
789
7.2
42.6
6.9
21.3
7.1
721
Shareholder information
2012 2013 2014 2012 2013 2014 2012 2013 2014 2012 2013 2014 2012 2013 2014 2012 2013 2014
See page 33 for definitions
Compass Group PLC Annual Report 2014 1

CHAIRMAN’S STATEMENT
CREATING VALUE FOR
OUR SHAREHOLDERS
Compass has had another
successful year. We remain
very positive about the attractive
growth opportunities in our
markets globally and the
potential for further revenue
and margin growth.
28
POSITION IN FTSE 100 INDEX AS OUR VALUES
AT 30 SEPTEMBER 2014 (2013: 30) OPENNESS, TRUST
AND INTEGRITY
PASSION FOR
QUALITY
WIN THROUGH
TEAMWORK
COMPASS SHARE COMPASS GROUP SHARE PRICE PERFORMANCE V THE FTSE 100 INDEX
PRICE PERFORMANCE (PENCE) CAN DO SAFELY
V FTSE 100
OVER LAST 3 YEARS
FTSE (REBASED)
RESPONSIBILITY
(%)
61.20
COMPASS
2013 2014
1,100
1,050
29.70
1,000
14.10
950
900
850
800
1 YEAR 2 YEARS 3 YEARS S O N D J F M A M J J A S
2 Compass Group PLC Annual Report 2014

reating shareholder value is
C
a key priority for the Group
Strategic report
I am very pleased to report, in my first statement as Chairman, that with constant currency earnings. This year, the Board is proposing
Compass has had another successful year with growth in constant a final dividend of 17.7 pence for payment on 23 February 2015.
currency revenue and operating profit. Cash flow has remained strong, This brings our total dividend for 2014 to 26.5 pence, a year on year
continuing to underpin our commitment to shareholder value and increase of 10.5%.
enabling us to make a significant return of cash to shareholders during
As well as our commitment to a progressive dividend policy,
the year.
the ongoing strength of our business and our cash flows, and our
We have continued to deliver a strong performance in North America confidence in our future performance, mean we have been able
and in the Fast Growing & Emerging region, where emerging markets to make a Return of Cash of £1 billion to shareholders accompanied
are growing at a double digit rate. The culture of outsourcing is strong by a Share Consolidation. This was completed in July of this year.
in all our regions, but we are seeing particularly robust growth in The £500 million share buyback programme announced in
North America, where the already strong trend is accelerating, and November 2013 is ongoing and is expected to complete during 2015.
a structural shift to outsourcing in the emerging economies. Economic
conditions in Europe & Japan have somewhat improved over the year LEADERSHIP
and the investments we have made in the sales and retention teams During the year, Carol Arrowsmith joined the Board as a non-executive
are being reflected in an encouraging pipeline. director. Carol was appointed Chairman of the Remuneration
Our Management and Performance (MAP) framework continues to Committee, succeeding Sir Ian Robinson who stepped down from the
have a significant impact on driving growth and margin across the role in June. Sir Ian remains the Group’s Senior Independent Non-
business. The focus on efficiencies within the MAP framework is Executive Director. Carol is also a member of the Audit, Nomination
and Corporate Responsibility Committees. Carol was previously a

ongoing and we believe that we are still only part of the way through
the journey to drive further productivity in our cost base. As well as partner at Deloitte LLP and Vice Chairman of their UK business,
delivering further progression in the margin, the ongoing generation of where for many years she led their executive remuneration practice.
efficiencies enables us to continue to invest in the growth opportunities Carol’s experience makes her an excellent addition to our Board and
we see around the Group. I would like to welcome her to the Group.
The Board and the Group’s Executive Board, led by our Group Chief
OUR PEOPLE Executive Richard Cousins, have worked hard to put in place effective
The results we have achieved are a testament to our excellent people, succession and development programmes for our strong leadership
many of whom I’ve met as I’ve visited our operations during the year. teams across our geographies. The excellent work that has been done
I have been particularly encouraged by the positive and consistent is reflected in our continued strong results and will continue to be
language that the MAP framework has created and the sharing of a focus for me in my role as Chairman.
best practice that our global forums enable. I would like to take this
opportunity, on behalf of the Board, to thank all our great people for SUMMARY AND OUTLOOK

the tremendous results they have achieved this year. Compass has had a good year, delivering solid organic revenue growth
and a 10 basis point increase in the Group operating margin. North
COMMITMENT TO CORPORATE RESPONSIBILITY America and Fast Growing & Emerging, which account for two thirds
Corporate responsibility underpins our business, driving our decisions of Group revenue, have grown strongly and we are encouraged by the
and enabling us to achieve our strategic goals in a responsible and improvement seen through the year in Europe & Japan. Looking ahead
sustainable way. The Board is fully committed to the integration of to next year, the pipeline of new contracts is healthy and we expect to
broader social, ethical and sustainable practices across our day to day see further good performances in all of our regions.
business. Our teams around the Group work hard to continuously
Looking to the longer term, we remain excited about the attractive
enhance the positive contribution that we make to local communities.
structural growth opportunities in our markets globally and we believe
We focus on the issues that are important to our business and our
we are well placed to capitalise on them. We also expect to deliver
stakeholders, from the way we source our products to how we engage
further cost efficiencies, which will help to support future growth and
with our people and customers. Specifically, our focus includes
enable us to make further progress in the operating margin. As a result,
developing our people, the health and wellbeing of our consumers,
we remain confident in our ability to continue to create significant value
the responsible use of resources and improving the integrity of our
for our shareholders.
supply chain.
We started our corporate responsibility journey in 2007 and have

delivered continuous performance improvement against our published
key performance indicators and targets. Details of our progress can be
found on pages 40 to 45. PAUL WALSH
Chairman
SHAREHOLDER RETURNS 26 November 2014
Creating shareholder value is a key priority for the Group. Our clear
and consistent strategy and our financial performance enable us
to both invest in the business and to grow the dividend broadly in line

STRATEGIC REPORT OVERVIEW
CREATING OPPORTUNITIES
FOR GROWTH
We deliver great food and support services to millions of people
around the world every day and we have a clear and consistent
strategy in place to create value for our stakeholders. Our
sustainable business model, built on organic revenue growth,
operating efficiencies, competitive advantage and our people,
has driven another strong performance this year.
WHAT SECTORS AND REGIONS HOW DID WE PERFORM IN 2014?

DO WE OPERATE IN?
We have a well balanced and 2014 has been another year
REGIONAL REVENUE REVENUE
diversified business operating of consistent performance
in five sectors across three with organic revenue growth
regions: North America, 3 of 4.1% and an increase in
Europe & Japan and Fast the operating margin of
Growing & Emerging. 1 10 basis points.
2
6 8
1. NORTH AMERICA .........................48%
2. EUROPE & JAPAN......................... 34%
3. FAST GROWING & EMERGING...... 18%
32
> £17bn
WHAT IS OUR BUSINESS MODEL? WHAT IS OUR STRATEGY
FOR GROWTH?
We deliver sustainable value and Our principal aim is to
competitive advantage by: grow organically and
efficiently, focusing on
food and developing a
ORGANIC REVENUE GROWTH
targeted support services
offer across our wide
geographic base.
INNOVATING SOURCING PREPARING PROVIDING

RESPONSIBLY DELICIOUS DISHES GREAT SERVICE
OPERATIONAL EFFICIENCIES
14 16

Strategic report
WHAT ARE THE OPPORTUNITIES WHAT ARE OUR KEY

WITHIN OUR MARKETS? PERFORMANCE INDICATORS?
The growth potential in the We use a range of financial
FOOD AND SUPPORT SERVICE UNDERLYING BASIC
outsourced food and support MARKET SIZE
and non-financial KPIs to EARNINGS PER SHARE
services markets is a key measure our performance, (PENCE)
48.7
47.7
driver and we see exciting which we believe best reflect
42.6
opportunities across all the our strategic priorities.
sectors in which we operate.

12
>£400bn 12
2012 2013 2014
WHAT ARE OUR RISKS AND HOW HOW DO WE DEVELOP MORE

DO WE MANAGE THEM? SUSTAINABLE BUSINESS PRACTICES?
We take a proactive approach Adopting responsible
to recognising and mitigating practices across our global
risk with the aim of protecting operations places corporate
our employees and consumers responsibility at the heart
and safeguarding the interests of our business. Over the
of the Company and its past year, we have made

shareholders. good progress against
our CR commitments.
37 40

SECTORS AND SERVICES
A WELL BALANCED AND
DIVERSIFIED BUSINESS
Our sectorised approach is a key differentiator. GROUP REVENUE
(%)
In recognition that each sector has specific
requirements, we assign specialists to drive 5
tailor made solutions and operating efficiency. 4

1
For consumers, this means quicker access 3
to sector focused best practices and market 2
leading innovations that are delivered by our

teams, from award winning chefs to service 1. BUSINESS & INDUSTRY �� 40%
2. HEALTHCARE & SENIORS ��21%
practice experts. 3. EDUCATION....................................................................... 16%
4. SPORTS & LEISURE ��11%
5. DEFENCE, OFFSHORE & REMOTE �� 12%
HEALTHCARE & SENIORS SPORTS & LEISURE EDUCATION

BUSINESS & INDUSTRY EDUCATION DEFENCE, OFFSHORE & REMOTE
We provide a choice of quality, nutritious and From kindergarten to college, we provide fun, Through our established health and
well balanced food for employees during their nutritious dining solutions that help support safety culture, we are a market leader
working day. In addition, where clients seek academic achievement at the highest levels. in providing food and support services
broader service offerings, the Compass Service Our simple set of commitments – Eat, Learn, to major companies in the oil and gas
Strategic report
Framework enables us to deliver a range of Live – helps us to educate young people about and mining and construction industries,
support services to the highest standard, at the how to have a happy, safe and healthy lifestyle operating in some of the most demanding
best value, on an international scale. while contributing to a sustainable world. environments in the world. For our defence
sector clients, we are a partner who
meets the challenges of running efficient
operations outside areas of conflict.
HEALTHCARE & SENIORS SPORTS & LEISURE
We are specialists in helping hospitals in Operating at some of the world’s most
the public and private sectors on their journey prestigious sporting and leisure venues,
of managing efficiency and enhancing quality exhibition centres, visitor attractions and
across a range of services. With a significant major events, we have an enviable reputation
presence in the growing senior living market, for providing outstanding hospitality and
we also provide services to residential homes true service excellence.
and home meal delivery services.

BUSINESS & INDUSTRY DEFENCE, OFFSHORE & REMOTE


OUR REGIONS
A BROAD GEOGRAPHIC
FOOTPRINT
The Group’s management structure brings an incisive focus to the
differing opportunities and challenges in each geographic region.
With around 90% of revenue generated outside the UK, Compass
is a truly international business with operations in over 50 countries.
The business is managed in three regions, with each comprising
countries that are at similar stages of development and display
similar market dynamics.

Strategic report
NORTH AMERICA
£8,199m
REVENUE
(2013: £8,150M)
North America is the core growth engine for the Group.
We have a market leading business there, which delivers
excellent levels of growth and steady margin expansion.
Having first established the business in 1994, we are now
the 11th largest private sector employer in the USA and
48%
% OF GROUP
serve around six million meals a day. REVENUE
(2013: 47%)
Find out more on page 20
£666m
UNDERLYING
OPERATING PROFIT
(2013: £657M)

EUROPE & JAPAN
£5,716m
REVENUE
(2013: £6,039M)
Despite difficult economic conditions in Europe, our teams
there are doing an excellent job in mitigating the impact
and we see good medium term growth opportunities across
the region. We continue to see steady progress in our
business in Japan.
34%
% OF GROUP
REVENUE
(2013: 34%)
£409m
UNDERLYING

OPERATING PROFIT
(2013: £420M)
FAST GROWING & EMERGING
£3,143m
REVENUE
(2013: £3,368M)
The Fast Growing & Emerging region offers excellent
growth potential and is likely to become a larger part
of the Group as we expand our presence in these markets.
Revenue has doubled and profits quadrupled since 2006
and we are making significant investment in management
18%
% OF GROUP
and infrastructure to support our growth. REVENUE
(2013: 19%)
£226m
UNDERLYING
OPERATING PROFIT
(2013: £242M)

CHIEF EXECUTIVE’S STATEMENT
DISCIPLINED GROWTH DELIVERING
SHAREHOLDER VALUE
Compass has had another good Revenue for the Group increased by 4.1% on a constant currency
basis in the year to 30 September 2014. Adjusting for the impact of
year, with strong growth in acquisitions and disposals, organic revenue growth for the period
remained strong at 4.1%. However, due to the significant strengthening
North America and Fast Growing of sterling against many of the Group’s key currencies, reported Group
revenue declined by 2.8%.
& Emerging and further During the year, we delivered new business growth of 8.5%, driven by
improvement in Europe & Japan. strong performances in MAP 1 (client sales and marketing) in North
America and Fast Growing & Emerging and an improving performance
in Europe & Japan. Our retention rate also remained high at 93.5%,
despite the effect of our planned exit of certain uneconomic contracts
in Europe and some site closures associated with the slowdown in the
Australian resources sector.
Like for like revenue growth of 2.1% reflects modest price increases
and slightly positive like for like volume. Like for like volume continues
to be broadly flat in North America and positive in Fast Growing
& Emerging. In Europe & Japan, like for like volume, although still
negative overall, has shown an improving trend over the period.
We have retained our focus on increasing consumer participation
and spend through MAP 2 (consumer sales and marketing) initiatives,
developing innovative and exciting consumer propositions, and
improving our people’s retailing skills.
Underlying operating profit increased by 5.9% in the year on a constant
currency basis, with the underlying operating profit margin increasing
by 10 basis points to 7.2%. We have continued to drive efficiencies
across the business using our management and performance framework,
MAP. We have maintained our focus on MAP 3 (cost of food) initiatives
such as menu planning and supplier rationalisation, as well as MAP 4
(labour and in unit costs) and MAP 5 (above unit costs). As well as
enabling us to deliver further operating margin improvement, these
efficiencies are helping us to invest to support the exciting growth
opportunities we see around the world and mitigate negative volumes
in parts of Europe.
STRATEGY
FOCUS ON FOOD
Food remains our core business. The structural opportunity in the
outsourced food service market, estimated at more than £200 billion,
is a key growth driver. With only around 50% of the market currently
outsourced, it represents a significant opportunity. We believe the
benefits of outsourcing will become ever more apparent as economic
conditions and regulatory changes put increasing pressure on
organisations’ budgets. As one of the largest providers in all of our
sectors, we are well placed to benefit from these trends.
GROWING SUPPORT SERVICES

Support services are also an important part of our business and
we continue to win new contracts and expand the range of services
we supply to our existing clients. Our largest sector in this market is
Defence, Offshore & Remote, where the model is almost universally
food combined with support service. Outside this, we have an excellent

Strategic report
support service business in North America and some well established ONGOING DRIVE FOR EFFICIENCIES
operations in other parts of the world. This is a complex market and We believe that we are only part of the way through the journey to
there are significant differences in client buying behaviour across drive further productivity in our cost of food (MAP 3) and our in unit
countries, sectors and sub sectors. Our approach is therefore low risk costs (MAP 4), as well as being able to leverage the overhead base by
and incremental, with strategies developed on a country by country controlling our above unit costs (MAP 5). The ongoing generation of
basis to address the local and international opportunity. efficiencies enables us to invest in the business and helps underpin our
expectation of further margin progression.
GEOGRAPHIC SPREAD AND EMERGING MARKETS
Our geographic strategy remains unchanged. Over the last ten years USES OF CASH AND BALANCE SHEET PRIORITIES
the Group has evolved significantly from a predominantly European The Group’s cash flow generation remains strong and it will continue
based business with just over £11 billion of revenue to the £17 billion to be a key part of the business model. Going forward, our priorities
global business today. During this time we have halved the number for how we use our cash are the same: (i) we will continue to invest
of countries in which we operate. in capital expenditure to support organic growth where we see good
returns; (ii) we remain committed to growing the dividend broadly
We expect North America (48% of Group revenue) to remain the
in line with constant currency earnings; (iii) we look to make small to
principal growth engine for the Group. We have a market leading
medium sized infill acquisitions. After making these investments, we
business with excellent management teams delivering high levels of
will maintain an efficient balance sheet through returns to shareholders
growth and steady margin expansion. The outsourcing culture is
whilst continuing to target strong investment grade credit ratings.
vibrant and the addressable market is significant.

The fundamentals of our businesses in Europe & Japan (34% of SUMMARY AND OUTLOOK
Group revenue) are good and we see many opportunities to drive Compass has had a good year, delivering solid organic revenue growth
growth in revenue and margin. The actions we have taken to reduce and a 10 basis point increase in the Group operating margin. North
cost and make our operations more competitive are enabling us to America and Fast Growing & Emerging, which account for two thirds
increase investment in MAP 1 sales and retention. This, combined of Group revenue, have grown strongly and we are encouraged by the
with better economic conditions, is delivering an improving trend improvement seen through the year in Europe & Japan. Looking ahead
in organic revenue. to next year, the pipeline of new contracts is healthy and we expect to
Fast Growing & Emerging (18% of Group revenue) is an exciting part see further good performances in all of our regions.
of our business. We have a strong presence in key markets such as Looking to the longer term, we remain excited about the attractive
Brazil and Turkey, and we are growing rapidly in India and China. structural growth opportunities in our markets globally and we believe
With the potential they offer, we are investing in opportunities and we are well placed to capitalise on them. We also expect to deliver
we would hope to see high levels of growth maintained well into further cost efficiencies, which will help to support future growth and
the future. enable us to make further progress in the operating margin. As a result,

Our future looks balanced. Our business in North America is we remain confident in our ability to continue to create significant value
in great shape and growing strongly, and we are seeing a clear for our shareholders.
acceleration in the emerging markets. The trends in our European
business are improving.
ORGANIC GROWTH, SUPPLEMENTED BY INFILL ACQUISITIONS

Sustainable and quality organic growth is our key priority but we
continue to seek infill acquisitions where they deliver value to the
business. Our focus is on small to medium sized infill acquisitions in
food and support services in our existing geographies, bringing on RICHARD COUSINS
board quality businesses and strong management teams. We continue Group Chief Executive
to target financial returns ahead of our cost of capital by the end 26 November 2014
of the second year.

MARKET PERSPECTIVE
OPPORTUNITIES FOR GROWTH
THROUGH STRONG POSITIONS
IN ATTRACTIVE MARKETS
The outsourcing proposition remains compelling

and we are seeing an acceleration in the trend to
outsourcing in many of our markets. The structural
growth opportunities that this presents are exciting.
Compass operates in over 50 countries; countries where we can

build scale and where the structural growth opportunities are
attractive. We deliver services in five sectors: Business & Industry,
Healthcare & Seniors, Education, Defence, Offshore & Remote
and Sports & Leisure.
We operate in the food and support services markets, which have an
estimated combined market value of over £400 billion. These markets
are highly fragmented and underpenetrated, with the global food
service market estimated to be less than 50% outsourced. Outsourcing
rates in some sectors, such as Healthcare & Seniors and Education,
are significantly lower. Business & Industry, whilst more penetrated
at around 80%, still offers excellent growth potential as new businesses
are created, the trend to outsourcing is already vibrant and the market
large and highly fragmented.
The large international operators make up a small proportion of the
total market, less than 20%, meaning that around 80% is either self
operated or operated by small, local providers. We see this as a
significant opportunity.
As a large organisation, we are able to benefit from our scale, sharing
best practice from around the world in areas such as HSE, health
and wellness, and consumer offers. It also enables us to optimise our
purchasing, overheads and logistics and we are therefore able to offer
excellent quality at a lower cost for our clients. The combination of
enabling an organisation’s management to focus on its core business
and respond to the growing pressure on budgets has resulted in an
acceleration in the trend to outsourcing.
Our international presence also enables us to establish partnerships
with blue chip multinational institutions as they look for consistency
of service across their operations and can trust in our reputation
for first class delivery and responsible corporate practices. We have
a growing presence in the emerging markets where we began by
partnering with these large multinational organisations and are now
increasingly serving local businesses as well. Our focus on health and
safety has been an attractive element of our service in these markets
and around the world.

Strategic report
OUTSOURCING PENETRATION RATES FOR ADDRESSABLE
FOOD AND SUPPORT SERVICES MARKETS

FOOD 1
2
SERVICE

2 SUPPORT
SERVICES 1
1. OUTSOURCED 2. SELF OPERATED
FOOD AND SUPPORT SERVICES

MARKET SIZE
>£400bn
Numbers relating to market size and penetration
rates are based on management estimates and
a range of external data

BUSINESS MODEL
DELIVERING VALUE
We provide food and support services We do this by putting innovation at the

to millions of people around the world. forefront of everything we do, by sourcing the
Delivering value to our customers, best ingredients responsibly and by making
employees, our suppliers and ultimately health and safety a way of life, giving our
to our shareholders is our priority. customers confidence in the hygiene and
provenance of their food and the safety of
our working practices. We aim to make a
positive difference to the communities and
environments in which we operate, acting
responsibly to deliver sustainable results.
OUR
PEOPLE
Our people are at the INNOVATE SOURCE PREPARE PROVIDE

heart of everything we Innovation is integral The suppliers we buy from We are committed to the Our award winning
do, delivering world class to our business. We are undergo a robust quality highest standards of food chefs create menus from
service to our customers constantly striving to assurance process. We hygiene and safe working the highest quality
and working tirelessly to improve what we do, have global supply chain practices. We also look to ingredients which are
achieve our goals. from more efficient standards in place to reduce our impact on the served by our highly
ways of sourcing to ensure traceability and environment by focusing trained teams in the
maintaining and provenance through each on efficient energy use, most efficient way. Great
enhancing best practice stage of the chain. minimising water people give great service
standards, delivering consumption and waste. so the development of
innovative solutions our people is one of our
to our clients. top priorities.
BENEFITS TO STAKEHOLDERS BENEFITS TO STAKEHOLDERS BENEFITS TO STAKEHOLDERS BENEFITS TO STAKEHOLDERS

This gives our clients This ensures that we use We are reducing the Our consumers get
and consumers greater the best ingredients, impact we have on the great tasting, nutritious
choice and the highest responsibly sourced to environment whilst also food that exceeds
level of service and keeps protect both our suppliers lowering the costs of our expectations. Our
Compass at the forefront and the environment operations, increasing the people are supported
of innovation in the and gives our consumers sustainability of our results through training and
food and support confidence in the and supporting the development, enabling
services industry. provenance and quality communities in which them to contribute to and
of the food we provide. we operate. share in our success.

Strategic report
By doing all of this in the most efficient way
we ensure that we remain competitive which,
in turn, underpins our core strategic goals
to grow our business organically and to
generate efficiencies.
OPE
OWTH RA

TI
GR
NG
E
NU
EFF
ORGANIC REVE
ICIEN
SHAREHOLDER
CIES
VALUE
CO
M PE TA GE
T I T I V E A DVA N
ORGANIC REVENUE GROWTH OPERATING EFFICIENCIES COMPETITIVE ADVANTAGE

Organic revenue is the foundation Our success relies on us delivering Achieving our goal of being the lowest
of our strategy to deliver sustainable the highest standards of quality cost, most efficient provider of quality
growth. It is generated from winning and performance, whilst constantly food and support services underpins
new contracts, retaining existing striving to be the most efficient our competitiveness and accelerates
clients and increasing consumer provider. The drive for efficiencies our growth in the global marketplace.
participation and spend in our has become an embedded part of our The increase in organic revenue
restaurants. As the trend to outsourcing culture. As well as delivering good growth and efficiencies means we can
accelerates around the world, we see levels of margin improvement, it invest in the business to support future
exciting opportunities for growth enables us to reinvest in the exciting performance, therefore completing the
in all our regions and sectors. growth opportunities around virtuous circle.
the Group.

STRATEGY FOR GROWTH
A STRATEGY TO DELIVER
DISCIPLINED GROWTH AND
OPERATING EFFICIENCIES
We have a consistent and sustainable FOCUS

ON FOOD
strategy, committed to delivering
shareholder value from the provision of Food is our core business and
food and support services to a growing from where we derive three
quarters of our annual
outsourced market. Our principal aim is revenue. Our teams of award
winning chefs, nutritional
to grow organically and with discipline. and health and safety experts
allow our clients to focus on
We supplement this growth with small their own business needs by
infill acquisitions where they deliver new outsourcing this responsibility

to us, and our size and
expertise or help to build scale in our experience allow us to help
them save money.
existing geographies.
PROOF POINTS
We estimate that the global
food service market is around
£200 billion, around 80%
of which is either self operated
or in the hands of small
regional providers, presenting
a significant structural growth
opportunity (see page 12).
HOW ARE WE DRIVING ORGANIC GROWTH?
MAP 1: CLIENT SALES AND MARKETING MAP 2: CONSUMER SALES AND MARKETING
We have increased our investment in sales and retention teams A contributor to organic revenue growth is like for like volume
across our geographies. In North America we have delivered which is heavily influenced by the number of people at a
exceptionally strong net new business and in the emerging markets client’s site. This reflects macroeconomic conditions and, in
we have been able to harness the structural shift to outsourcing, particular, employment levels. Whilst we continue to see economic
growing significantly against a backdrop of tough economic conditions in some of our markets impact volumes, we are making
conditions. In Europe & Japan we are driving an improved organic good progress with intelligent marketing programmes and training
performance through this increased MAP 1 focus with a pipeline schemes as we work hard to attract and satisfy our customer base
of new business which gives us increased confidence in the future. with strong consumer propositions.

Strategic report
GROWING SUPPORT GEOGRAPHIC SPREAD, ORGANIC GROWTH, ONGOING DRIVE
SERVICES FAST GROWING AND SUPPLEMENTED BY FOR EFFICIENCIES
EMERGING MARKETS INFILL ACQUISITIONS
We also provide a range of Our international presence The main engine of growth is We generate savings through
soft support services such as in over 50 countries gives organic and we are investing in adopting a systematic approach
cleaning, reception and some us a good geographical mix the business to capture future to our supply chain and better
building maintenance. Our and diversifies our revenue growth opportunities. Organic managing our labour and
strategy differs by country sources. It allows us to serve revenue is supplemented with above unit overheads. These
and by sector where attitudes multinational businesses, small to medium sized infill efficiencies enable us to grow
to support services vary ensuring consistency of quality, acquisitions in food or support the margin and to reinvest
significantly. We are therefore service and standards across services where they add either in the significant growth

increasing our capabilities in their organisations. In the last capability or scale in our opportunities around the
an incremental and low risk way 10 years, we have significantly existing markets. We take Group. In addition, the strong
on a country by country basis. grown our presence in those fast a disciplined approach to our cash flow this generates
growing and emerging markets acquisition strategy based supports our progressive
where we see sustainable on the returns we expect dividend policy and the
growth opportunities. to deliver. significant shareholder value we
expect to continue to deliver.
PROOF POINTS PROOF POINTS PROOF POINTS PROOF POINTS

We are a leading provider Our revenue in the Fast Growing We have a strong track record Since our MAP framework
of support services in the Defence, & Emerging region continues to of exceeding our acquisition was introduced in 2006, we
Offshore & Remote sector where deliver growth above the Group financial criteria, with returns have increased the Group
we continue to enjoy excellent average with the emerging above our cost of capital by margin by 250 basis points.

rates of growth. We also see markets growing at a double digit the end of the second year
exciting opportunities in rate in 2014. of ownership.
Healthcare & Seniors, Business
& Industry and Education.
HOW ARE WE GENERATING EFFICIENCIES?
MAP 3: COST OF FOOD MAP 4: IN UNIT COSTS MAP 5: ABOVE UNIT OVERHEADS
Food makes up around one third of In unit costs are made up predominantly Having reduced costs considerably
our costs. In addition to the benefits of labour. We focus on getting the right when MAP was first introduced by
of our purchasing scale, we are able to people in the right place at the right time. creating a simpler organisational model
manage the cost of food by careful menu By using labour scheduling techniques with fewer layers of management and less
management and through rationalising and improving productivity, we are able bureaucracy, we now strive to leverage
the number of products we buy and the to deliver the right level of service in the those gains by maintaining costs at a
suppliers we buy from. most efficient way. constant level whilst still growing revenue.

KEY PERFORMANCE INDICATORS
We track our performance KPI METRICS

Our strategic priorities are driven by our goal to deliver shareholder
against a mix of financial and value. We use a number of financial KPIs to measure our progress
including earnings per share. Growing the business and driving
non-financial measures, which we ongoing efficiencies are integral to our strategy. Our organic revenue
performance embodies our success in growing and retaining our
believe best reflect our strategic customer base as well as our ability to drive volumes in our existing
priorities of growth, efficiency business and maintain appropriate pricing levels in light of input
cost inflation. The operating profit margin is an important measure
and shareholder returns of the efficiency of our operations in delivering great food and support
services to our clients and consumers.
underpinned by safe and
responsible working practices.
ORGANIC REVENUE GROWTH UNDERLYING OPERATING MARGIN

Organic revenue growth compares Underlying operating margin divides the
the revenue delivered from continuing ORGANIC REVENUE underlying operating profit before share UNDERLYING OPERATING
GROWTH MARGIN
operations in the current year with that (%)
of profit of associates from continuing (%)
from the prior year, adjusting for the operations by the revenue from
impact of acquisitions, disposals and continuing operations.
exchange rate movements.
5.4
7.2
6.9
7.1
4.3
4.1
2012 2013 2014 2012 2013 2014
UNDERLYING FREE CASH FLOW RETURN ON CAPITAL EMPLOYED

Underlying free cash flow measures cash Return on capital employed divides the
generated by continuing operations, after UNDERLYING FREE net operating profit after tax (NOPAT) RETURN ON CAPITAL
working capital, capital expenditure, CASH FLOW by the 12 month average capital EMPLOYED
(£M) (%)
interest and tax but before acquisitions, employed (CE). NOPAT is calculated
disposals, dividends and share as underlying operating profit from
buybacks. The cash impact of the continuing operations less operating
19.3
European exceptional costs is excluded profit of non-controlling interests, net of

19.1
834
18.2
760
from underlying free cash flow. income tax at the underlying rate of the
741
year. CE is calculated as net assets, plus

net debt, post-employment benefit
obligations net of deferred tax, impaired
goodwill, amortised goodwill and
intangibles arising on acquisition, and
less net assets of non-controlling interests
and discontinued operations.
2012 2013 2014 2012 2013 2014

Strategic report
Free cash flow measures the success of the Group in turning profit The importance of safety in everything we do is demonstrated by
into cash through the careful management of working capital and three non-financial performance indicators that we use across our
capital expenditure. Maintaining a high level of cash generation is global business. The Food Safety Incident Rate is key in helping us
important as it supports our progressive dividend policy, while the to measure our food safety performance, and we use a universally
return on capital employed demonstrates how we have delivered recognised indicator to measure our performance in delivering safe
against the various investments we make in the business, be it working practices, the Lost Time Injury Rate. Since 2008, we have
operational expenditure, capital expenditure or infill acquisitions. been focused on our carbon emissions to increase efficiency and we
measure greenhouse gas emissions to assess our progress.
UNDERLYING BASIC EARNINGS ENVIRONMENT – GHG INTENSITY

PER SHARE RATIO
Underlying basic earnings per share UNDERLYING BASIC GHG intensity ratio relating to the top GHG INTENSITY RATIO
EARNINGS PER SHARE (%)
divides the underlying attributable (PENCE) 20 countries which represent 93% of total
profit from continuing operations by Group revenue.
the weighted average number of shares
in issue during the year.
48.7
47.7
42.6
7.3
7.2
6.3

2012 2013 2014 2012 2013 2014
FOOD SAFETY – FOOD SAFETY HEALTH AND SAFETY – LOST TIME

INCIDENT PERFORMANCE INJURY PERFORMANCE
Cases of substantiated food safety REDUCTION IN FOOD Cases where one of our colleagues is REDUCTION IN LOST
SAFETY INCIDENTS TIME INJURIES
incidents, including food borne illnesses. (%) away from work for one or more shifts as (%)
a result of a work related injury or illness.
22% REDUCTION 30% REDUCTION

2012 2013 2014 2012 2013 2014

REGIONAL REVIEW
NORTH AMERICA
GROUP REVENUE
48%
REVENUE BY SECTOR
5
4 1
3
1. BUSINESS & INDUSTRY .........................29%
2. HEALTHCARE & SENIORS.......................29%
3. EDUCATION.............................................24% 2
4. DEFENCE, OFFSHORE & REMOTE ............3%
5. SPORTS & LEISURE ................................15%
REVENUE ORGANIC REVENUE GROWTH UNDERLYING OPERATING PROFIT UNDERLYING OPERATING MARGIN
£8,199m +6.8% £666m 8.1%

OPERATING PERFORMANCE 2014 2013
Revenue (£m) 8,199 8,150

Underlying operating profit (£m) 666 657
Underlying operating margin 8.1% 8.1%
Region as % of Group revenue 48% 47%

Strategic report
We have had another excellent year in our North
American business. Overall revenue of £8.2 billion
(2013: £8.2 billion) and organic revenue growth
of 6.8% have been driven by strong new business
wins and excellent retention rates. Like for like
volume has remained broadly flat.
Operating profit increased by £49 million on a constant currency Good organic revenue growth in the Education sector was driven by
basis to £666 million (2013: £617 million). Continued progress on increased participation and strong new business wins, including food

efficiencies and leveraging of the overhead base have, in part, been contracts with McGill University in Canada, Rowan University and the
reinvested in the business to support the high levels of organic growth. Rochester City Schools District. New support service contracts include
Operating profit grew 8% and margin improved by 5 basis points. the Sacred Heart University as well as the provision of additional
services to Texas A&M.
In the Business & Industry sector we have delivered good levels of
net new business. New wins include contracts with Amazon.com, Our Sports & Leisure business has delivered double digit organic
T-Mobile and SAP as well as the provision of support services to revenue growth through good net new business and high attendance
United Technologies. Like for like volume has remained broadly flat levels at sporting events. New contract wins include the NHL’s Phoenix
in this sector. Coyotes, the Columbus Clippers based at Huntington Field and Texas
A&M Athletics.
Organic revenue growth in the Healthcare & Seniors sector was
solid with good levels of new business wins. In the food service business The ESS business, which provides food and support services in
we have won new contracts with the Parkland Health & Hospital Alaska, Canada and the Gulf of Mexico, delivered solid organic
System and Baptist Housing senior living in Canada. New support revenue growth.

service contracts include NYC Health & Hospital and the CJW
Medical Centre.
orth America remains our core

N
growth engine. Our business there

is large and well diversified, and
we see exciting structural growth
opportunities.
BUILDING ON A STRONG
FOUNDATION
NORTH AMERICA
BUILDING ON A
STRONG FOUNDATION
Strategic report
The outsourcing culture in
North America is vibrant and
we have market leading positions
across all sectors.
North America remains our core growth We have an excellent pipeline of contracts The growth of the business is underpinned
engine. Revenue has grown from $6 billion across all sectors. Importantly, our largest by the successful sales and retention processes

in 2004 to $14 billion in 2014, with an average sector, Business & Industry, continues to we have in place, such as the Strategic
organic revenue growth rate of over 6% deliver strong growth and the number of Alliance Group. This best practice retention
per year, and our margin is now over 8%. new businesses being created underpins our model, originally developed in the US
In addition to organic growth, we’ve acquired confidence in the future. For example, in the and now widely used across the Group,
a range of businesses to expand our capability technology sector and the wider Silicon Valley is a semi-independent team that takes a
in certain regions and services. area, we have more than doubled the number pre-emptive approach to retaining contracts
of clients we serve there over the last 10 years by engaging with clients early and proactively
Our business is large and well diversified,
and now feed around 90,000 people across renegotiating contracts. In North America,
and we see exciting structural growth
200 sites each day. Food is core to their it has resulted in a retention rate above the
opportunities. The outsourcing environment
working environment and the quality of Group average in 2014. We will continue
is healthy and, with less than 60% of the
what we provide is exceptional. to embed these processes further into the
estimated $72 billion food service market
business globally, helping us to unlock more
currently outsourced, there is significant
growth opportunities.
potential for further progress.

6m
e serve six million meals
W
a day across the US

REGIONAL REVIEW
EUROPE & JAPAN
GROUP REVENUE
34%
REVENUE BY SECTOR
5
4
3
1
2. HEALTHCARE & SENIORS.......................16% 2
3. EDUCATION.............................................12%
4. DEFENCE, OFFSHORE & REMOTE ............7%
5. SPORTS & LEISURE ................................10%
£5,716m (1.5)% £409m 7.2%

Revenue (£m) 5,716 6,039


Strategic report
Over the year, we saw steady improvement
in the economic conditions of certain markets in
the region, although trading conditions in others
remain difficult. Overall, revenue in Europe &
Japan totalled £5.7 billion (2013: £6.0 billion),
an organic decline of 1.5%, half the rate of
the previous year.
The investment in, and focus on, MAP 1 sales and retention processes The rate of like for like volume decline has slowed compared to 2013
are starting to deliver, with good levels of new business seen in the and the decline in organic revenue is now around half the level seen last

UK, Spain and across the Nordics. The exit of certain uneconomic year at 1.5%. We have seen differing trends across the region. In North
contracts is now complete and has, as expected, impacted our and East Europe, like for like volume is broadly unchanged whereas
retention rate during the year. We have won contracts with the in the UK, Germany, the Netherlands and across Southern Europe
Ville de Cannes and the Philharmonie de Paris and retained contracts although volumes remain negative, the trends are improving. We have
with Chelsea Football Club and Somerset House in the UK, ENI seen some increased pressure on like for like volume in France and Italy
Group in Italy, Lundbeck in Denmark and The International School through the year, whilst trends in Japan remain unchanged.
of Luxembourg.
Progress on operational efficiencies and cost reduction increased
constant currency operating profit by £5 million, or 1.2%, to
£409 million (2013: £404 million). This equates to 20 basis points
of operating margin progression to 7.2%.
he fundamentals of our
T
business in Europe & Japan

are good and we see many
opportunities to drive growth
in revenue and margin.
FRESH
THINKING
TAILORING OUR
MENUS FOR MEDICAL
DIETARY NEEDS
EUROPE & JAPAN
WORKING WITH CLIENTS
TO ENSURE CONSISTENT
Strategic report
DELIVERY
The food service market in Europe & Japan
is large and underpenetrated. The ongoing
need for organisations to reduce their costs
underpins the outsourcing proposition.
The fundamentals of our businesses in The ongoing need for organisations to take
Europe & Japan are good. Lower costs, an out costs is a keystone of the outsourcing

improved offer and more effective sales and model and we therefore see significant
retention processes are making us more structural growth potential. With a lower cost
competitive, building a better business on base and increased investment in sales and
the solid foundations already in place. This retention, we hope to be able to unlock more
increased focus on MAP 1, client sales and outsourcing opportunities.
marketing, is starting to deliver with high
Our success relies on us delivering the
levels of new business, particularly in the UK,
highest standards of quality and performance,
Spain and the Nordic region, and improving
whilst constantly striving to be the most
underlying retention.
efficient provider. By adopting a more
We still see many opportunities to drive systematic approach to our supply chain and
growth in revenue and margin. The better managing our labour and above unit
potential food service market is estimated at overheads, we’re able to reinvest savings in
approximately £100 billion and is currently the Group to drive organic revenue growth.

less than 50% outsourced. In some sectors,
such as Healthcare & Seniors and Education,
it is estimated to be less than 35% outsourced.
<50%
Proportion of food service market currently
outsourced

REGIONAL REVIEW
GROUP REVENUE
18%
REVENUE BY SECTOR
5
1
4
2. HEALTHCARE & SENIORS.........................8%
3. EDUCATION...............................................5% 2
3
4. DEFENCE, OFFSHORE & REMOTE ..........45%
5. SPORTS & LEISURE ..................................2%
£3,143m +8.1% £226m 7.2%

Revenue (£m) 3,143 3,368


Strategic report
We delivered good organic revenue growth throughout
the year despite softening volumes in some markets.
Accelerated growth in the emerging markets, with
strong levels of new business, was somewhat moderated
by the slowdown in the Australian offshore and remote
sector. Therefore, the region as a whole delivered
organic revenue growth of 8.1% with revenue of
£3.1 billion (2013: £3.4 billion).
Overall, operating profit increased by £16 million on a constant Strong organic revenue growth in Turkey was driven by new business
currency basis to £226 million (2013: £210 million). As a result wins and like for like revenue growth. New contracts include the food

of our continued investment to support the many growth opportunities service provision for Aksa, a food and support service contract with BP
in this region, operating margin at 7.2% was flat versus last year. as well as the retention of Phillip Morris International and Bosch.
In line with expectations, Australia delivered flat organic Elsewhere in the region we have further developed our relationship
revenue growth due to the slowdown in the offshore and remote with Chevron and have agreed a new international agreement,
sector. However, Education and Healthcare continue to see good retaining our Angolan business. We have also won a large contract
levels of new business with contract wins including a contract in South Africa to provide food to Netcare, a chain of 52 hospitals.
with Children’s Health Queensland to provide services at the
India and China have again delivered good double digit growth, driven
Lady Cilento Children’s Hospital.
by strong new business wins. We have won food service contracts with
In Brazil, new business wins remain excellent across all sectors, Intel and Capgemini in India and with Lenovo and Tencent in China,
including food service contracts with Usiminas and Vale, and as well as several international schools including the International
the pipeline remains encouraging. Moderate pressure on volumes School of Beijing.
is being compensated by improved retention and an increase in first

time outsourcing, and as a result, overall organic revenue growth
is strong. With continued focus on cost efficiencies the business
is in an excellent position to drive future growth. Elsewhere in
LATAM we are also seeing good organic growth partly driven
by several large new offshore and remote site contracts, including
Bechtel in Chile.
ith over 70% of the market

W
currently estimated to be self
operated, the structural growth

trends are attractive and we’re
seeing an accelerating trend
to outsourcing.
MAINTAINING
HIGH
STANDARDS
IN DEMANDING
ENVIRONMENTS
FAST GROWING & EMERGING We remain committed to maintaining the
highest standards across the Group.
Given the demanding environments in which
we operate in parts of this region, maintaining
MAINTAINING Over the coming decades, fast growing and

emerging economies are expected to see
the highest standards of health and safety
is non-negotiable and a clear differentiator
for our business. A strong safety culture is
HIGH STANDARDS
a significant increase in their working
Strategic report
important to our clients and is critical to the
populations, income per capita and
wellbeing of our colleagues and consumers.
discretionary spend. Our exposure to these
IN DEMANDING
We operate a global Health, Safety and
markets has almost trebled over the last
Environmental (HSE) Management System
decade and they now represent 18% of Group
supported by policies, standards and metrics.
ENVIRONMENTS
revenue. We have a strong presence in key
This system underpins consistent operating
markets such as Brazil and Turkey, and
standards across all of the diverse markets
we are growing rapidly in India and China.
in which we operate. The Corporate
With over 70% of the market currently Responsibility Committee of the Board
estimated to be self operated, the structural reviews the HSE policies annually, supported
Health and safety dynamics are attractive and we’re seeing an by our global HSE forum, which brings
is our number one accelerating trend to outsourcing. As this

continues, we would hope to see high levels
together technical specialists from around
the Group.
operational priority of growth maintained well into the future. In
order to maximise these opportunities, we’re
The forum is responsible for defining policies,
setting standards, measuring compliance
and a clear differentiator investing in management and systems with
a clear focus on quality, sustainable growth.
and sharing best practice. As a result of our
for our business. dedicated focus on health and safety, our
global Lost Time Injury Rate has improved
by 51% compared to the 2008 baseline.

31%
We have seen continuous

improvement in Health &
Safety performance in this
region, resulting in a 31%
reduction in lost time injuries
during the last 12 months

FINANCE DIRECTOR’S STATEMENT
BUSINESS REVIEW
FINANCIAL SUMMARY
Increase/
2014 2013 (Decrease)
CONTINUING OPERATIONS
Revenue
Constant currency £17,058m £16,380m 4.1%
Reported £17,058m £17,557m (2.8)%
Organic growth 4.1% 4.3%
Total operating profit
Constant currency £1,245m £1,176m 5.9%
Underlying £1,245m £1,265m (1.6)%
Reported £1,217m £802m 51.7%
Operating margin
Constant currency 7.2% 7.1% +10bps
Underlying 7.2% 7.1% +10bps
Reported 7.1% 4.5% +260bps
Profit before tax
Underlying £1,159m £1,188m (2.4)%
Reported £1,147m £721m 59.1%
Basic earnings per share
Constant currency 48.7p 44.1p 10.5%
Underlying 48.7p 47.7p 2.1%
Reported 48.8p 23.3p 109.4%
Free cash flow
Constant currency £741m £767m (3.4)%
Underlying £741m £834m (11.1)%
Reported £683m £762m (10.4)%
TOTAL GROUP INCLUDING
DISCONTINUED OPERATIONS
Basic earnings per share 49.0p 23.5p 108.5%
Full year dividend per ordinary share 26.5p 24.0p 10.5%
SEGMENTAL PERFORMANCE
2014 has been another year of Revenue
2014 2013
Revenue growth
Constant
consistent performance with

£m £m Reported currency Organic
organic revenue growth of over North America

Europe & Japan
8,199
5,716
8,150
6,039
0.6%
(5.3)%
7.2%
(1.6)%
6.8%
(1.5)%
4% and a 10 basis points increase Fast Growing & Emerging

Total
3,143
17,058
3,368
17,557
(6.7)%
(2.8)%
7.5%
4.1%
8.1%
4.1%
in the operating margin. Total operating profit Operating margin

2014 2013 2014 2013
£m £m % %
North America 666 657 8.1% 8.1%
Europe & Japan 409 420 7.2% 7.0%
Fast Growing & Emerging 226 242 7.2% 7.2%
Unallocated overheads (65) (64) – –
Excluding associates 1,236 1,255 7.2% 7.1%
Associates 9 10
Underlying 1,245 1,265
Amortisation of intangibles arising
on acquisitions (25) (25)
Acquisition transaction costs (3) (3)
Adjustment to contingent
consideration on acquisition – 1
European exceptional – (59)
Goodwill impairment – (377)
Total 1,217 802

Strategic report
REVENUE OTHER GAINS AND LOSSES
Overall, organic revenue growth for the year was 4.1%, comprising Other gains and losses include a £1 million profit (2013: £1 million
new business of 8.5%, a retention rate of 93.5% and like for like loss) on the disposal of US businesses, a £13 million profit on the
growth of 2.1%. The impact from acquisitions less disposals was disposal of an investment in an associate and a £2 million profit
negligible resulting in constant currency revenue growth of 4.1%. relating to the change in the fair value of investments.
There was a 6.9% negative impact from currency translation resulting
in reported revenue decline of 2.8%. PROFIT BEFORE TAX
Profit before tax from continuing operations was £1,147 million
OPERATING PROFIT (2013: £721 million). On an underlying basis, profit before tax
Underlying operating profit from continuing operations was from continuing operations decreased by 2.4% to £1,159 million
£1,245 million (2013: £1,265 million), a decrease of 1.6%. (2013: £1,188 million).
The impact of currency movements on the results for the year has
been significant. If we restate 2013’s result at the 2014 average INCOME TAX EXPENSE
exchange rates for the year, revenue would reduce by £1,177 million Income tax expense from continuing operations was £279 million
or 6.7% and underlying operating profit would reduce by £89 million, (2013: £287 million).
or 7.0%. On an underlying basis, the tax charge on continuing operations was
On a constant currency basis, underlying operating profit has therefore £293 million (2013: £309 million), equivalent to an effective tax rate
increased by £69 million, an increase of 5.9%. A total of £65 million of 25% (2013: 26%). We expect the tax rate to continue to average out

has been delivered from organic growth and £4 million from around this level in the short to medium term.
acquisitions less disposals.
BASIC EARNINGS PER SHARE
Operating profit, after the European exceptional cost of £nil Basic earnings per share, including discontinued operations, were
(2013: £59 million), goodwill impairment of £nil (2013: £377 million), 49.0 pence (2013: 23.5 pence).
amortisation of intangibles arising on acquisition of £25 million
(2013: £25 million), acquisition transaction costs of £3 million On an underlying basis, excluding discontinued operations, the basic
(2013: £3 million) and adjustment to contingent consideration on earnings per share from continuing operations were 48.7 pence
acquisition of £nil (2013: £1 million credit), was £1,217 million (2013: 47.7 pence). After adjusting for currency movements, basic
(2013: £802 million). earnings per share increased by 10.5%.
Attributable profit Basic earnings per share
FINANCE COSTS 2014 2013 2014 2013 Change
£m £m pence pence %
The underlying net finance cost was £86 million (2013: £77 million),

including a £7 million (2013: £11 million) charge relating to the Reported 865 429 49.0 23.5 108.5%
pension deficit and a £6 million cost of the additional debt required to Discontinued operations (3) (3) (0.2) (0.2) –
finance the £1 billion Return of Cash and the ongoing £500 million Other adjustments (2) 445 (0.1) 24.4 –
Underlying 860 871 48.7 47.7 2.1%
share buyback.
Currency – (65) – (3.6) –
For 2015, we expect an underlying net finance cost of around Constant currency 860 806 48.7 44.1 10.5%
£115 million, reflecting the full year cost of the additional debt.
This equates to an effective interest rate of around 4% on gross debt.
1 Constant currency restates the prior year results to 2014’s average exchange rates. 7 Underlying basic earnings per share excludes European exceptional cost, goodwill
2 Total operating profit includes share of profit of associates. impairment, profit on disposal of US businesses, profit on disposal of interest in
3 Underlying operating profit and margin excludes European exceptional cost, associates, amortisation of intangibles arising on acquisition, acquisition
goodwill impairment, amortisation of intangibles arising on acquisition, acquisition transaction costs, adjustment to contingent consideration on acquisition, hedge
transaction costs and adjustment to contingent consideration on acquisition. accounting ineffectiveness, change in the fair value of investments, the tax
4 Operating margin is based on revenue and operating profit excluding share of profit attributable to these and the exceptional recognition of tax losses in prior years.
of associates. 8 Underlying cash flow adjusts for the £58 million of European exceptional cash costs
5 Underlying net finance cost excludes hedge accounting ineffectiveness and the (2013: £72 million of European exceptional cash costs).
change in the fair value of investments and non-controlling interest put options. 9 Organic revenue growth is calculated by adjusting for acquisitions (excluding current
6 Underlying profit before tax excludes European exceptional cost, goodwill year acquisitions and including a full year in respect of prior year acquisitions),
impairment, profit on disposal of US businesses, profit on disposal of interest disposals (excluded from both periods) and exchange rate movements (translating
in associates, amortisation of intangibles arising on acquisition, acquisition the prior year at current year exchange rates) and compares the current year results
transaction costs, adjustment to contingent consideration on acquisition, against the prior year.
hedge accounting ineffectiveness and change in the fair value of investments.

DIVIDENDS PURCHASE OF OWN SHARES

It is proposed that a final dividend of 17.7 pence per share will During the year, the Group completed the £400 million share
be paid on 23 February 2015 to shareholders on the register on buyback programme announced in November 2012 and began the
23 January 2015. This will result in a total dividend for the year of £500 million share buyback programme announced in November
26.5 pence per share (2013: 24.0 pence per share), a year on year 2013. In the year, a total of £280 million has been paid, of which
increase of 10.5%. The dividend is covered around 1.8 times on an £175 million relates to the new programme. The Group intends to
underlying earnings basis. We remain committed to growing the continue with the current £500 million share buyback programme
dividend in line with constant currency earnings and maintaining and it is on track to complete in the middle of 2015.
this level of cover.
PROCEEDS FROM ISSUE OF SHARE CAPITAL
FREE CASH FLOW The Group received cash of £5 million in the year (2013: £9 million)
Free cash flow from continuing operations totalled £683 million from the issue of shares following the exercise of employee share options.
(2013: £762 million). During the year, we incurred a £58 million
outflow (2013: £72 million outflow) in respect of the European RETURN ON CAPITAL EMPLOYED
exceptional. Adjusting for this, free cash flow would have been Return on capital employed was 19.3% (2013: 19.1%) based on
£741 million. underlying operations, net of tax at the effective underlying rate
Gross capital expenditure of £471 million (2013: £469 million), of 25% (2013: 26%), and excluding the Group’s non-controlling
is equivalent to 2.7% of revenues (2013: 2.7% of revenues). We will partners’ share of total operating profit. The average capital employed
continue to invest to support the growth agenda and expect capital used is £4,799 million (2013: £4,878 million), which is based on the
expenditure to be around 2.5% of revenues. 12 month average balance sheet, adding back the post-employment
benefit obligations (net of associated deferred tax), impaired goodwill,
Excluding pensions and provisions, trade working capital has amortised intangibles arising on acquisition and excluding the Group’s
increased by £16 million (2013: decrease of £102 million). Looking non-controlling partners’ share of net assets.
forward, annual trade working capital movements are expected to
be broadly neutral. RETURN OF CASH
The cash outflow of £45 million (2013: £54 million) on post-employment On 11 June 2014, shareholder approval was given at an Extraordinary
benefit obligations largely reflects payments agreed with Trustees to General Meeting of a return of 56 pence per share to shareholders,
reduce deficits on defined benefit pension schemes. These regular which was equivalent to £1 billion in aggregate and accompanied
deficit repayments are expected to continue going forward. by a Share Consolidation. Shareholders elected to receive their cash
proceeds as income, capital or a combination of the two, although
The cash tax rate for the year was 23% (2013: 22%), based on restrictions applied to shareholders resident or located in certain
underlying profit before tax for the continuing operations. The rate territories. The Return of Cash was paid on 29 July 2014 to shareholders
was slightly lower than the short to medium term expected level on the register on 7 July 2014.
in the mid-20s but marginally increased on the prior year.
The net interest outflow for the year was £71 million (2013: £65 million). PENSIONS
The Group has continued to review and monitor its pension
ACQUISITION PAYMENTS obligations throughout the year, working closely with the Trustees and
Spend on acquisitions in the year, net of cash acquired, totalled members of schemes around the Group to ensure proper and prudent
£128 million (2013: £104 million). This includes £107 million of assumptions are used and adequate provision and contributions
infill acquisitions, £3 million on acquisition transaction costs and are made.
£18 million of deferred consideration relating to prior year acquisitions. The Group’s total pension fund deficit at 30 September 2014,
In addition, the Group increased its investments in associates in the calculated on the accounting basis in accordance with IAS 19(R),
year, with a gross spend of £48 million which was a net additional was £176 million (2013: £209 million, as restated), largely due to the
investment of £16 million after accounting for disposal proceeds strong performance of bonds and equities during the year. The total
of £32 million. pensions charge for defined contribution schemes in the year was
£85 million (2013: £80 million) and £21 million (2013: £32 million)
DISPOSALS for defined benefit schemes. Included in the defined benefit scheme
The Group received £66 million in respect of disposals, including costs was a £7 million charge to net finance cost (2013: £11 million).
the £32 million proceeds from the disposal of an investment in an
associate, plus the disposal of some other small non-core businesses
(2013: £8 million). £1 million was paid in the year in respect of
businesses disposed of or discontinued in prior years (2013: £1 million)
and £4 million tax was paid (2013: £nil) on profits from sale of
subsidiary companies.

Strategic report
RELATED PARTY TRANSACTIONS FINANCIAL MANAGEMENT
Details of transactions with related parties are set out in note 32. The Group continues to manage its interest rate and foreign currency
These transactions have not had, and are not expected to have, a exposure in accordance with the policies set out below. The Group’s
material effect on the financial performance or position of the Group. financial instruments comprise cash, borrowings, receivables and
payables that are used to finance the Group’s operations. The Group
FINANCIAL POSITION also uses derivatives, principally interest rate swaps, forward currency
The ratio of net debt to market capitalisation of £16,680 million contracts and cross currency swaps, to manage interest rate and
as at 30 September 2014 was 14% (2013: 8%). currency risks arising from the Group’s operations. The Group does
not trade in financial instruments. The Group’s treasury policies are
At the end of the year, net debt was £2,331 million (2013: £1,193 million). designed to mitigate the impact of fluctuations in interest rates and
exchange rates and to manage the Group’s financial risks. The Board
LIQUIDITY RISK approves any changes to the policies.
The Group finances its borrowings from a number of sources including
the bank, the public and the private placement markets. The Group FOREIGN CURRENCY RISK
has developed long term relationships with a number of financial The Group’s policy is to match as far as possible its principal projected
counterparties with the balance sheet strength and credit quality cash flows by currency to actual or effective borrowings in the same
to provide credit facilities as required. The Group seeks to avoid currency. As currency cash flows are generated, they are used to
a concentration of debt maturities in any one period to spread its service and repay debt in the same currency. Where necessary, to
refinancing risk. The maturity profile of the Group’s principal implement this policy, forward currency contracts and cross currency

borrowings at 30 September 2014 shows that the average period swaps are taken out which, when applied to the actual currency
to maturity is 6.1 years. liabilities, convert these to the required currency.
FINANCING – MATURITY PROFILE OF PRINCIPAL BORROWINGS The borrowings in each currency can give rise to foreign exchange
AS AT 30 SEPTEMBER 2014 (£M) differences on translation into sterling. Where the borrowings are
2015 either less than, or equate to, the net investment in overseas operations,
these exchange rate movements are treated as movements on reserves
2016
and recorded in the consolidated statement of comprehensive income
2017
rather than in the income statement.
2018
Non-sterling earnings streams are translated at the average rate of
2019
exchange for the year. Fluctuations in exchange rates have given and
2020
will continue to give rise to translation differences. The Group is only
2021 partially protected from the impact of such differences through the

2022 matching of cash flows to currency borrowings.
2023
2024 INTEREST RATE RISK
2025 As set out above, the Group has effective borrowings in a number
of currencies and its policy is to ensure that, in the short term, it
2026
is not materially exposed to fluctuations in interest rates in its principal
0 100 200 300 400 500 600 700
currencies. The Group implements this policy either by borrowing
BANK £ PRIVATE PLACEMENT US$ PRIVATE PLACEMENT € BONDS £ BONDS
fixed rate debt or by using interest rate swaps so that the interest
1 Based on borrowings and facilities in place as at 30 September 2014, rates on at least 80% of the Group’s projected debt are fixed for one
maturing in the financial year ending 30 September. year, reducing to 60% fixed for the second year and 40% fixed
2 The average life of the Group’s principal borrowings is 6.1 years
(2013: 5.5 years). for the third year.
The Group’s undrawn committed bank facilities at 30 September 2014

were £1,000 million (2013: £700 million).

GROUP TAX POLICY SHAREHOLDER RETURN

As a Group, we are committed to creating long term shareholder value The market price of the Group’s ordinary shares at the close of
through the responsible, sustainable and efficient delivery of our key the financial year was 996.5 pence per share (2013: 850.0 pence
business objectives. This will enable us to grow the business and make per share).
significant investments into the Group and its operations.
We therefore adopt an approach to tax that supports this strategy GOING CONCERN
and also balances the various interests of our stakeholders including The Group’s business activities, together with the factors likely to affect
shareholders, governments, employees and the communities in which its future development, performance and position are set out in the
we operate. Our aim is to pursue a principled and sustainable tax Strategic Report, as is the financial position of the Group, its cash
strategy that has strong commercial merit and is aligned with our flows, liquidity position, and borrowing facilities. In addition, note 20
business strategy. We believe this will enhance shareholder value to the consolidated financial statements includes the Group’s objectives,
whilst protecting Compass’ reputation. policies and processes for managing its capital, its financial risk
management objectives, details of its financial instruments and
In doing so, we act in compliance with the relevant local and hedging activities and its exposures to credit risk and liquidity risk.
international laws and disclosure requirements, and we conduct an
open and transparent relationship with the relevant tax authorities The Group has considerable financial resources together with longer
that fully complies with the Group’s Code of Business Conduct and term contracts with a number of clients and suppliers across different
Code of Ethics. geographic areas and industries. As a consequence, the directors
believe that the Group is well placed to manage its business risks
In an increasingly complex international environment, a degree of tax successfully despite the current uncertain economic outlook.
risk and uncertainty is however inevitable. We manage and control
these risks in a proactive manner and in doing so exercise our After making enquiries, the directors have a reasonable expectation
judgement and seek appropriate advice from reputable professional that the Group has adequate resources to continue in operational
firms. Tax risks are assessed as part of the Group’s formal governance existence for the foreseeable future. For this reason, they continue to
process and are reviewed by the Board and the Audit Committee adopt the going concern basis in preparing the financial statements.
on a regular basis.
RISKS AND UNCERTAINTIES

The Board takes a proactive approach to risk management with
the aim of protecting its employees and customers and safeguarding
the interests of the Group and its shareholders. The Financial DOMINIC BLAKEMORE
Reporting Council has recommended that companies comment on Group Finance Director
their exposure to risks from the eurozone crisis. The Group’s liquidity 26 November 2014
risk (the ability to service short term liabilities) is considered low in all
scenarios other than a fundamental collapse of the financial markets.
The Strategic Report, as set out on pages 1 to 47, has been approved
As at 30 September 2014, 4% of the Group’s revenues were generated by the Board.
from clients located in Italy, Spain, Portugal and the Republic of
Ireland. The Group believes that any potential exposure in those On behalf of the Board
countries is covered by its existing provisions. No clients or Group
assets are located in Greece.
As uncertainty over the eurozone economies persists and government
austerity measures take effect, growth rates and consumer demand
can be expected to remain under pressure. The Group continues to MARK WHITE
monitor the level of exposures when responding to these risks and General Counsel and Company Secretary
compiling business forecasts. 26 November 2014
The principal risks and uncertainties facing the business and the
activities the Group undertakes to mitigate these are set out on
pages 38 and 39.

PRINCIPAL RISKS
IDENTIFYING AND MANAGING RISK
Strategic report
The Board continues to take a proactive approach to recognising
and mitigating risk with the aim of protecting its employees and
consumers and safeguarding the interests of the Company and its
shareholders in the constantly changing environment in which
it operates.
As set out in the Corporate Governance section on pages 48 to 76, The Group faces a number of operational risks on an ongoing
the Group has policies and procedures in place to ensure that risks are basis such as litigation and financial (including liquidity and credit)

properly identified, evaluated and managed at the appropriate level risk and some wider risks, for example, environmental and
within the business. reputational. Additionally, there are risks (such as those relating
to the eurozone economy, the international corporate tax environment,
The identification of risks and opportunities, the development of action
pensions, and acquisitions and investments) which vary in importance
plans to manage the risks and maximise the opportunities, and the
depending on changing conditions. All risks disclosed in previous
continual monitoring of progress against agreed key performance
years can be found in the Annual Reports available on our website
indicators (KPIs) are integral parts of the business process, and core
at www.compass-group.com. We recognise that these risks remain
activities throughout the Group.
important to the business and they are kept under review. However,
The table on pages 38 and 39 sets out the principal risks and we have focused the disclosures on pages 38 and 39 on those risks that
uncertainties facing the business at the date of this Report. These have are currently considered to be more significant to the Group.
been subject to robust assessment and review. They do not comprise
all of the risks that the Group may face and are not listed in any order
of priority. Additional risks and uncertainties not presently known to

management or deemed to be less material at the date of this Report
may also have an adverse effect on the Group.

PRINCIPAL RISKS
HEALTH AND SAFETY

RISK DESCRIPTION EXAMPLES OF MITIGATION
HEALTH AND SAFETY Health and safety is our number one operational All management meetings throughout the Group feature
priority. We are focused on protecting people’s a health and safety update as their first agenda item.
wellbeing, as well as avoiding serious business
Health and safety improvement KPIs are included in
interruption and potential damage to our reputation.
the annual bonus plans for each of the business’
Compass feeds millions of consumers and employs
management teams.
thousands of people around the world every day.
Therefore, setting the highest standards for food The Group has policies, procedures and standards in
hygiene and safety is paramount. place to ensure compliance with legal obligations and
industry standards.
The safety and quality of our global supply chain are assured
through compliance against a robust set of standards which
are regularly reviewed, audited and upgraded as necessary
to improve supply chain visibility and product integrity.
CLIENTS AND CONSUMERS

CLIENT AND Our business relies on securing and retaining a diverse We have strategies which strengthen our long term
CONSUMER SALES range of clients. relationships with our clients and consumers based on
AND RETENTION quality, value and innovation.
Our business model is structured so that we are not reliant
on one particular sector, geography or group of clients.
BIDDING Each year, the Group could bid for a large number A rigorous tender review process is in place, which includes
of opportunities. a critical assessment of contracts to identify potential risks
(including social and ethical risks) and rewards, prior to
approval at an appropriate level in the organisation.
SERVICE DELIVERY The Group’s operating companies contract with a large Processes are in place to ensure that the services delivered
AND CONTRACTUAL number of clients. Failure to comply with the terms of to clients are of an appropriate standard and comply with the
COMPLIANCE these contracts, including proper delivery of services, required contract terms and conditions.
could lead to loss of business.
COMPETITION We operate in a competitive marketplace. The level We aim to minimise this by continuing to promote our
of concentration and outsource penetration varies by differentiated propositions and focusing on our points of
country and by sector. Some markets are relatively strength, such as flexibility in our cost base, quality and
concentrated with two or three key players. Others are value of service and innovation.
highly fragmented and offer significant opportunities
for consolidation and penetration of the self-operated
market. Aggressive pricing from our competitors could
cause a reduction in our revenues and margins.
PEOPLE
RECRUITMENT Failure to attract and recruit people with the right The Group aims to mitigate this risk by efficient, time critical
skills at all levels could limit the success of the Group. resource management, mobilisation of existing, experienced
The Group faces resourcing challenges in some of its employees within the organisation and through offering
businesses due to a lack of industry experience amongst training and development programmes.
candidates and appropriately qualified people, and the
seasonal nature of some of our business.
RETENTION AND Retaining and motivating the best people with the right The Group has established training, development,
MOTIVATION skills, at all levels of the organisation, is key to the long performance management and reward programmes to retain,
term success of the Group. develop and motivate our best people.
The Group has a well established employee engagement
initiative, Your Voice, which helps us to monitor, understand
and respond to our employees’ needs.

Strategic report
ECONOMIC AND POLITICAL ENVIRONMENT
ECONOMY Some sectors of our business could be susceptible With the variable and flexible nature of our cost base,
to adverse changes in economic conditions and it is generally possible to contain the impact of these
employment levels. adverse conditions.
COST INFLATION Our objective is always to deliver the right level of As part of our MAP framework, we seek to manage inflation
service in the most efficient way. An increase in the through continuing to drive greater efficiencies through menu
cost of labour or food could constitute a risk to our management, supplier rationalisation, labour scheduling and
ability to do this. productivity. Cost indexation in our contracts also gives us
the contractual right to review pricing with our clients.
POLITICAL STABILITY We are a global business operating in countries and The Group remains vigilant to future changes presented by
regions with diverse economic and political conditions. emerging markets or fledgling administrations and we try
Our operations and earnings may be adversely affected to anticipate and contribute to important changes in
by political or economic instability. public policy.
COMPLIANCE AND FRAUD

COMPLIANCE AND FRAUD Ineffective compliance management with laws and The Group’s zero tolerance based Codes of Business
regulations, or evidence of fraud, could have an Conduct and Ethics govern all aspects of our relationships
adverse effect on the Group’s reputation and could with our stakeholders. All alleged breaches of the Codes,
result in an adverse impact on the Group’s performance including any allegations of fraud, are investigated.
if significant financial penalties are levied or a criminal
The Group’s procedures include regular operating reviews,
action is brought against the Company or its directors.
underpinned by a continual focus on ensuring the
effectiveness of internal controls.
Regulation and compliance risk is also considered as part
of our annual business planning process.
INFORMATION SYSTEMS AND TECHNOLOGY

INFORMATION SYSTEMS The digital world creates many risks for a global We seek to assess and manage the maturity of our enterprise
AND TECHNOLOGY business including technology failures, loss of risk and security infrastructure and our ability to effectively
confidential data and damage to brand reputation. defend against current and future cyber risks by using
analysis tools and experienced professionals to evaluate and
mitigate potential impacts.
The Group relies on a variety of IT systems in order to
manage and deliver services and communicate with our
clients, consumers, suppliers and employees.
We are focused on the need to maximise the effectiveness
of our information systems and technology as a business
enabler and to reduce both cost and exposure as a result.

ENSURING
INTEGRITY
RIGHT ACROSS
THE SUPPLY
CHAIN
OUR RESPONSIBILITIES
COMMITTING TO OPERATING
MORE SUSTAINABLY
Strategic report
The Group’s strategy and our corporate responsibility (CR) approach
are well aligned as we improve the business operating model to reflect
more sustainable practices. CR is a keystone of our commitment to
provide the highest quality service to our customers. Within CR, the
safety of our colleagues and consumers is our number one operational
priority. Our Safety First programme is built on one powerful idea:
everyone in our business takes ownership for safety – every day.
During the year, we revisited our CR strategy with our stakeholders continues to underpin our long term success as a business.
to ensure that we continue to address those business impacts that are Our approach is simple; to create alignment, understanding
important to them. These insights help us to better understand and commitment in all our markets around four areas that are
emerging issues and progressively refine our CR strategy so it fundamental to our success.

HEALTH & WELLBEING RESPONSIBLE SOURCING OUR PEOPLE ENVIRONMENT
By pursuing our passion for Having a responsible supply Our people are fundamental As a leading food and support
wellbeing and nutrition, we chain is important for us to to our great service and services provider, we have a
help our consumers and deliver the quality of food reputation and we recognise clear responsibility to protect
employees adopt a more service that is a key business their positive contribution to the environment.
balanced lifestyle. driver for Compass. our performance.
We are reducing our impact
We help our clients to deliver As a result of our actions, we Ensuring our employees are on the environment by
improved employee are able to build client and well trained, motivated and implementing programmes
performance and satisfaction, consumer confidence, reduce productive is an essential that focus on the improved use
encouraging client retention in potential risks and develop component of our business of resources, helping us to
our business. sustainable relationships. model. manage our costs and those
of our clients effectively.
• Provide nutritious food • Provide safe food • Provide a safe workplace

• Signpost healthy choices • Source responsibly and • Create great career • Report our environmental
• Build healthier lives sustainably opportunities performance
• Trade fairly and ethically • Offer fair employment • Manage energy use
• Reduce food waste
PROGRESS
Overall, we have made good progress against our CR commitments, products. Our success as a business is dependent on us having a well
including greater visibility of performance data which is helping us to trained, motivated workforce and, in response to stakeholder feedback,
better assess our business impacts, control our non-financial risks and we have further developed our approach to measuring and reporting
make more informed decisions. our people focused indicators: employment opportunities, engagement,
diversity and human rights.
Increasingly, our customers are seeking assurances that the products
they consume come from safe, ethical and sustainable sources. Working For a summary of our achievements, please go to pages 42 to 45 or
with colleagues from around the world, we have further developed our for a more detailed review of our performance visit our CR site at
global Supply Chain Standards to include improved controls, designed www.compass-group.com/cr14.
to protect the integrity of our supply chain and the provenance of
INCREASE IN HEALTHY EATING OPTIONS EMPLOYEES SURVEYED WHO BELIEVE THE IMPROVEMENT IN OUR LOST TIME INJURY GHG INTENSITY IN 2014
OFFERED TO CONSUMERS (SINCE 2011) COMPANY IS A GOOD CORPORATE CITIZEN RATE PERFORMANCE (SINCE 2008) (GREENHOUSE GAS EMISSIONS)
+48% 75% +51% 7.3%

OUR CR COMMITMENTS AND PROGRESS
BASIS FOR CONSOLIDATION
TARGET ACHIEVED
1 KPI relates to our global performance

TARGET IN PROGRESS
2 KPI relates to our top 20 countries representing 93% of total Group revenue
All targets relate to data capture ending 30 September for the year stated.
2013–2014
KEY PERFORMANCE INDICATOR 2013–2014 TARGET PERFORMANCE
INNOVATE WELLBEING2 The number of units providing Balanced Choices (or Report % improvement
equivalent healthy eating programmes) to their
consumers
% of units offering nutritional advice to consumers Report % of units
% of countries operating a sugar, salt and fat Report % of countries
reduction programme
SOURCE SUPPLY CHAIN % of countries adopting our global Supply Chain 100% implementation
Standards by 2015
INTEGRITY1, 2 % of countries with programmes in place to support: Report % of countries
• sustainable fish/seafood
• Fairtrade and ethically sourced products
• locally sourced products
% of contracted approved suppliers who have signed 100% of contracted approved

the Compass Code of Business Conduct suppliers to sign the Compass
Code of Business Conduct by
2014
% of expenditure on tea, coffee, sugar and bananas Report % of expenditure

from ethical or Fairtrade sources
PREPARE ENERGY Reduction in total Greenhouse Gas (GHG) emissions 20% reduction by 2017
EFFICIENCY2 Report total direct GHG

emissions – metric tonnes

Strategic report
2013–2014 REVIEW KPI TARGET
The health and wellbeing of our consumers is important to us. We provide guidance and advice to help them make 100% of units providing Balanced
informed choices about how to achieve a healthier lifestyle. Choices or similar healthy eating
programmes to their consumers
We are the only food service company to have signed up to all seven of the food service pledges of the UK
by 2015
Government’s Responsibility Deal, and we take an active role in the Responsibility Deal Plenary Group.
We have also implemented improved consumer signposting on allergens, ahead of the new EU Regulations effective
December 2014.
We have refreshed our global Supply Chain Standards to provide greater emphasis on supplier assurance and product 100% implementation by 2015
traceability. The new standards are being progressively rolled out across all markets.
Increasingly, our customers are seeking assurances that the products they consume are sourced ethically and Report % of countries with
sustainably. In 2014, we collated and analysed data from countries to form our baseline and we will report on our programmes in place to support:
progress in 2015.
• sustainable fish/seafood
• Fairtrade and ethically sourced
products
• locally sourced products

We have made good progress this year, and 100% of suppliers approved in 2014 have signed up to the Compass Code 100% of suppliers approved in
of Business Conduct. 2015 will sign up to the Compass
Code of Business Conduct
This year, we collated and analysed data from countries to form our baseline against this KPI. We will report on our Report % of expenditure on tea,
progress in 2015. coffee, sugar and bananas from
ethical or Fairtrade sources
The trend across our operations is positive and we continue to show improvements in intensity being achieved against 20% reduction by 2017 (against
the 2008 baseline ratio of 7.8. 2008 baseline)
We have calculated our Scope 1 & 2 GHG emissions since 2008 and this year, we further enhanced our environmental Report total direct GHG emissions
reporting by implementing a new web-based system which supports greater transparency and accuracy of data. – metric tonnes
GHG emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting
Standard (revised edition), together with the latest emission factors from recognised public sources including, but not

limited to, Defra/DECC, the International Energy Agency, the US Energy Information Administration, the US
Environmental Protection Agency and the Intergovernmental Panel on Climate Change.
Compass Group’s disclosure in accordance with the Companies Act 2006 is stated in the table below:
GHG emissions by scope Unit Quantity 2012-2013 Quantity 2013-2014
Scope 1 Tonnes CO2e 101,703 115,406
Scope 2 Tonnes CO2e 8,957 10,256
Scope 1 & 2 intensity Tonnes CO2e/£m revenue 6.3 7.3
GHG intensity has increased by 17% since 2012-2013, as a result of improved reporting of our carbon emissions
data. Checking of our historical data identified minor errors in the 2012 and 2013 emissions data for the US and UK
businesses. The corrected absolute emissions and intensity figures are reflected in the data reported above.
The reporting of GHG emissions covered 93% of consolidated Group revenue and we are seeking continuous
improvement in data entry and completeness in future years.
140 9.0
8.5
120
8.0
(tCO²e/£M REVENUE)
100 7.5
GHG EMISSIONS
GHG INTENSITY
(tCO²e)(000’S)
80 7.0
6.5
60 6.0
40 5.5
5.0
20 ORIGINAL SCOPE
4.5 ADDITIONAL SCOPE
0 08 09 10 11 12 13 14 4.0 EMISSIONS INTENSITY

OUR CR COMMITMENTS AND PROGRESS
BASIS FOR CONSOLIDATION
TARGET ACHIEVED
1 KPI relates to our global performance

TARGET IN PROGRESS
All targets relate to data capture ending 30 September for the year stated.
2013–2014
KEY PERFORMANCE INDICATOR 2013–2014 TARGET PERFORMANCE
WATER Water consumption by our corporate offices 20% reduction by 2017
EFFICIENCY2
% increase in spend on concentrated chemicals as a 25% increase in spend on

% of total chemical spend concentrated chemicals by 2015
GENERAL % of waste generated by Compass offices diverted

from landfill
25% improvement by 2017
WASTE % of units where cooking oil is recovered/recycled Report % of units where cooking
REPORTING2 oil is recovered/recycled
FOOD WASTE3 Implement Trim Trax (or equivalent food waste

reduction programmes)
100% implementation across our
top 30 countries by 2015
PROVIDE FOOD SAFETY1 Global Food Safety Incident Rate (FSIR) Report % improvement
OCCUPATIONAL Global Lost Time Injury Rate (LTIR) Report % improvement
HEALTH AND
SAFETY1
% of employees surveyed in our global Your Voice n/a n/a
survey who believe the Company places
a high priority on health and safety
EMPLOYEE Employee retention rate for all employees: Report % improvement of:
RETENTION2 • total employees • total employees

• management • management
• unit management • unit management
DIVERSITY1 % of women holding global leadership team positions Report % increase
% of female representation in the global workforce Report % representation
% of employees surveyed in our global Your Voice n/a n/a

survey who believe the Company embraces diversity
BUSINESS Total number of concerns reported by employees

globally, via Speak Up
Measure and report concerns
with 100% follow up
ETHICS1
EMPLOYEE Global Your Voice survey:
ENGAGEMENT1 • Participation rate n/a

n/a
n/a
n/a
• Engagement rate

INTERESTED TO KNOW MORE?
Find out about our CR activities around
the world, together with global policies and
Strategic report
performance statistics on our CR website at
www.compass-group.com/cr14
2013–2014 REVIEW KPI TARGET
We are making good progress in reducing our water consumption and continue to invest in water efficiency equipment 20% reduction by 2017 (against
and practices. In addition, we continue to employ web-based training programmes to improve the environmental 2008 baseline)
awareness of our colleagues around the world. We have deployed a new reporting system which provides greater
functionality to enable countries to extend their scope of reporting. Looking forward, this will include additional
locations where Compass has direct control, such as laundries and central production units.
This year, we collated and analysed data from countries to form our baseline against this KPI. We will report on our 25% increase in spend on
progress in 2015. concentrated chemicals as a %
of total chemical spend by 2015
In 2014, we focused on improving the accuracy of data reported by countries, including the composition of our waste 25% improvement by 2017
by collaborating with our waste contractors. This enables us to track progress on the proportion of waste being recycled. (against 2011 baseline)
This year, we collated and analysed data from countries to form our baseline against this KPI. We will report on our Report % of units where cooking
progress in 2015. oil is recovered/recycled
This year, we extended the implementation of our food waste reduction programmes from our top 20 to our top 100% implementation of food
30 countries. waste reduction programmes across
our top 30 countries by 2015

Compared to the 2008 baseline, we have improved our food safety performance on a global basis by 49% through Report % improvement (against
strong unit compliance with our global Food Safety Standards. 2008 baseline)
We achieved further improvement in our global Lost Time Injury Rate, with a reduction of 51% in the number of Report % improvement (against
incidents compared to the 2008 baseline. Our ongoing commitment to implement programmes to improve safety 2008 baseline)
leadership and culture underpins this success. This year, we introduced our Safety First portal, which enables
countries to share and implement best practice initiatives more easily, to support employee engagement in the
reduction of incidents.
We are pleased that so many of our employees (80% of employees surveyed in 2013) believe that health and safety Report % improvement (against
is our number one operational priority (2011: 79%). The next survey takes place in 2015. 2013 survey)
Sadly, we had two work related employee fatalities as a result of motor vehicle accidents.
This year, we achieved an employee retention rate of 83% (2013: 82%). Report % improvement (against

2012 baseline) of employee
retention:
• total employees
• management
• unit management
23% of our global leadership team positions are held by women (22% in 2013). Report % increase
In accordance with the Companies Act 2006, you will find more information on employee diversity on page 58. Report % of female representation
in the global workforce
We are pleased that so many of our employees (76% of employees surveyed in 2013) believe that the Company Report % improvement (against
embraces diversity. The next survey takes place in 2015. 2013 survey)
All our countries have access to the independently operated Speak Up whistleblowing programme, which enables Measure and report concerns with
employees to report material concerns for review and follow up. There is a clear escalation process in place to consider 100% follow up
each concern raised. Where appropriate, a full investigation and remedial actions are taken.
We conduct a global Your Voice employee survey every two years – the next survey will take place in 2015. Report % participation rate
Report % engagement rate
Roundtable on Sustainable Palm Oil

OUR BOARD
PAUL WALSH c RICHARD COUSINS   DOMINIC BLAKEMORE ■ 

CHAIRMAN (AGE 59) GROUP CHIEF EXECUTIVE (AGE 55) GROUP FINANCE DIRECTOR (AGE 45)
APPOINTMENT APPOINTMENT APPOINTMENT
Joined as Non-Executive Director in January 2014. Joined the Board in May 2006 and was appointed Joined the Board in February 2012 and was appointed
Appointed Chairman in February 2014. Group Chief Executive in June 2006. as Group Finance Director in April 2012.
SKILLS AND PREVIOUS EXPERIENCE SKILLS AND PREVIOUS EXPERIENCE SKILLS AND PREVIOUS EXPERIENCE
Former Chief Executive, Diageo plc, from September Richard spent six years as Chief Executive Officer Former Chief Financial Officer of Iglo Foods Group
2000 to June 2013 and now an adviser to the Chairman of BPB plc, having previously held a number of Limited, which Dominic joined from Cadbury Plc,
and Chief Executive, having originally joined the positions with that company. His earlier career where he was European Finance & Strategy
Board in 1997. Formerly Chief Executive Officer was with Cadbury Schweppes plc and BTR plc. Director, having previously held senior finance roles
of the Pillsbury Company and a director of GrandMet. He is also a former non-executive director of as Corporate Finance Director and Group Financial
Former non-executive director of Centrica plc. Paul is P & O plc, HBOS plc and Reckitt Benckiser Controller. Prior to joining Cadbury Plc, Dominic
a Member of the Business Advisory Group for Britain. Group plc. was a director at PricewaterhouseCoopers LLP.
Business Ambassador on the UK Government’s
Business Ambassador network and a Member of the
CURRENT EXTERNAL APPOINTMENTS CURRENT EXTERNAL APPOINTMENTS
Non-executive director of Tesco PLC (from Non-executive director of Shire plc.
Council of the Scotch Whisky Association.
1 November 2014) and a Member of the Advisory
CURRENT EXTERNAL APPOINTMENTS Board of Lancaster University Business School.
Chairman of Avanti Communications Group plc
and non-executive director of Unilever PLC, FedEx
Corporation and United Spirits Limited.
JOHN BASON ● c  ◆ SUSAN MURRAY ● c  ◆ DON ROBERT ●  ◆

NON-EXECUTIVE DIRECTOR (AGE 57) NON-EXECUTIVE DIRECTOR (AGE 57) NON-EXECUTIVE DIRECTOR (AGE 55)
APPOINTMENT APPOINTMENT APPOINTMENT
Appointed to the Board in June 2011. Appointed to the Board in October 2007. Appointed to the Board in May 2009.
SKILLS AND PREVIOUS EXPERIENCE SKILLS AND PREVIOUS EXPERIENCE SKILLS AND PREVIOUS EXPERIENCE
Member of the Institute of Chartered Accountants Susan is a former Chairman of Farrow & Ball Don was formerly the Chief Executive Officer of
in England and Wales. John was previously Finance (to 27 November 2014), and a former non-executive Experian plc and Chairman of the Consumer Data
Director of Bunzl plc. director of Pernod Ricard S.A. (to 6 November 2014), Industry Association and previously held positions
Imperial Tobacco PLC, Enterprise Inns Plc, Aberdeen with First American Corporation, Credco, Inc. and
CURRENT EXTERNAL APPOINTMENTS Asset Management PLC, SSL International PLC and US Bancorp.
Finance Director of Associated British Foods plc,
Wm Morrison Supermarkets PLC, and former Chief
Trustee of Voluntary Service Overseas and Chairman
Executive of Littlewoods Stores Limited. She is also
CURRENT EXTERNAL APPOINTMENTS
of the charity FareShare. Chairman of Experian plc. He is also a Trustee
former Worldwide President and Chief Executive of
of the Education and Employers Taskforce and
The Pierre Smirnoff Company, part of Diageo plc,
a non-executive director of the Court of the Bank
and a former Council Member of the Advertising
of England.
Standards Authority.
CURRENT EXTERNAL APPOINTMENTS
Fellow of the Royal Society of Arts.

Strategic report
GARY GREEN  ANDREW MARTIN  CAROL ARROWSMITH ●  ◆ c
GROUP CHIEF OPERATING OFFICER, NORTH GROUP CHIEF OPERATING OFFICER, EUROPE NON-EXECUTIVE DIRECTOR (AGE 60)
AMERICA (AGE 57) & JAPAN (AGE 54) APPOINTMENT
APPOINTMENT APPOINTMENT Appointed to the Board in June 2014.
Appointed to the Board in April 2007 and became Appointed as Group Finance Director in 2004 and SKILLS AND PREVIOUS EXPERIENCE
Group Chief Operating Officer, North America in became Group Chief Operating Officer, Europe & Former partner in Deloitte LLP, Vice Chairman of the
April 2012. Japan in April 2012. UK business and former Director of the Remuneration
SKILLS AND PREVIOUS EXPERIENCE SKILLS AND PREVIOUS EXPERIENCE Consultants Group. Carol is a Fellow of the Chartered
Gary is a Chartered Accountant and in 2001 Associate of the Institute of Chartered Accountants in Institute of Personnel and Development.

received an honorary doctorate from Johnson & Wales England and Wales and an Associate of the Chartered CURRENT EXTERNAL APPOINTMENTS
University in the USA. Gary joined the Group in 1986 Institute of Taxation. Andrew was formerly Finance Adviser to Deloitte LLP, Member of Advisory Group
in a senior finance role in the UK and became a UK Director of First Choice Holidays PLC. He also for Spencer Stuart.
director in 1992. He relocated to the USA in 1994 as previously held senior financial positions with Forte Plc
Chief Finance Officer of the Group’s North American and Granada Group PLC and was a partner with
business and in 1999 became Chief Executive Officer. Arthur Andersen.
CURRENT EXTERNAL APPOINTMENTS CURRENT EXTERNAL APPOINTMENTS
None. Non-executive director of easyJet plc.
SIR IAN ROBINSON ●  ◆ MARK WHITE ● s ■  s  s ◆ s

SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR GENERAL COUNSEL AND COMPANY SECRETARY
(AGE 72) (AGE 54)
APPOINTMENT APPOINTMENT
Appointed to the Board in December 2006. Joined the Group as General Counsel and Company
Secretary in June 2007.
SKILLS AND PREVIOUS EXPERIENCE
Sir Ian is a former Chairman of Ladbrokes plc, Hilton SKILLS AND PREVIOUS EXPERIENCE
Group plc and Amey plc, and a former Chief Executive Mark is a Solicitor. He is a Trustee of the Compass
of Scottish Power plc. He is a former non-executive Pension Plan and the Compass Retirement Income
director of ASDA plc, RMC plc, Scottish & Newcastle Savings Plan. He was previously Group Company
plc and Siemens Holdings plc. Secretary and General Counsel of Wolseley plc COMMITTEE MEMBERSHIP
and Company Secretary of Enterprise Oil plc and ● Audit
CURRENT EXTERNAL APPOINTMENTS Rotork plc.
Member of the Takeover Panel and Fellow of the Corporate Responsibility
Royal Academy of Engineers. CURRENT EXTERNAL APPOINTMENTS ■ Disclosure
Member of the Upper Tribunal, Tax and Executive Board
Chancery Chamber.  General Business
 Nomination
◆ Remuneration
c
Denotes Chairman
s
Denotes Secretary

CORPORATE
GOVERNANCE
CONTENTS
CORPORATE GOVERNANCE
49 Governance and Directors’ Report
59 Directors’ Remuneration Report

GOVERNANCE AND DIRECTORS’ REPORT
Strategic report
CORPORATE GOVERNANCE REPORT The Chairman, Paul Walsh, joined the Board as an independent
The directors present their Annual Report and the audited consolidated non-executive director on 1 January 2014 and succeeded Sir Roy Gardner
accounts of the Company and its subsidiaries for the year ended who retired as Chairman at the conclusion of the Annual General Meeting
30 September 2014. This Corporate Governance Report and other statutory (AGM) held on 6 February 2014. Carol Arrowsmith joined the Board as an
disclosures set out on pages 49 to 58 make up the Directors’ Report. independent non-executive director on 1 June 2014.
This Directors’ Report also contains information required to be disclosed All of the non-executive directors are considered by the Board to be
under the UK Listing Authority’s Listing Rules and under the Disclosure independent of management and free of any relationship which could
and Transparency Rules. To the extent necessary, certain information is materially interfere with the exercise of their independent judgement.
incorporated into this Report by reference. The Board considers that each of the non-executive directors brings their
own senior level of experience, gained in each of their own fields, mainly
in international operations.
UK CORPORATE GOVERNANCE CODE COMPLIANCE
Responsibility for good governance lies with the Board. The Board is Biographical details of the directors currently in office are shown on
accountable to shareholders and is committed to the highest standards pages 46 and 47. The Company’s policy relating to the terms of
of corporate governance as set out in the UK Corporate Governance appointment and the remuneration of both executive and non-executive
Code 2010 and 2012 (the Code). The Code can be found on the Financial directors is detailed in the Directors’ Remuneration Report which is on
Reporting Council (FRC) website at www.frc.org.uk. This Corporate pages 59 to 76.
Governance Report, together with the Directors’ Remuneration Report
The Board meets regularly during the year as well as on an ad hoc basis,
set out on pages 59 to 76, describes how the Board has applied the
as required by business need. The Board met eight times during the year
main principles of good governance set out in the Code during the year
and director attendance for each meeting is shown in the table on page 51.
under review.
Each director also attends the AGM to answer shareholder questions.
The FRC published a revised Code on 17 September 2014, applicable
to financial reporting periods beginning on or after 1 October 2014. Where RESPONSIBILITIES

possible, the Company has sought to reflect these revisions in its practices The Board manages the business of the Company and may, subject
and will aim to comply fully with the revised Code during 2014-2015. to the Articles of Association and applicable legislation, borrow money,
guarantee, indemnify, mortgage or charge the business, property and
COMPLIANCE STATEMENT assets (present and future), issue debentures and other securities and
It is the Board’s view that for the year ended 30 September 2014 the give security, whether outright or as a collateral security, for any debt,
Company has been fully compliant with all of the principles set out in liability or obligation of the Company or of any third party. The Board
the Code applicable to this reporting period. The Company’s auditor, has a formal schedule of matters reserved for its decision, although its
KPMG LLP, is required to review whether the above statement reflects primary role is to provide entrepreneurial leadership and to review the
the Company’s compliance with the provisions of the Code specified for overall strategic development of the Group as a whole. In addition, the
its review by the Listing Rules of the UK Listing Authority and to report Board sets the Group’s values and standards and ensures that it acts
if it does not reflect such compliance. No such report has been made. ethically and that its obligations to its shareholders are understood and
met. The Board may delegate any of its powers to any committee
consisting of one or more directors.
HOW WE GOVERN THE COMPANY
Our governance structure comprises the functions shown below, supported The Board has delegated day to day operational decisions to the Executive

by the Group’s standards, policies and controls, which are described over Board referred to on page 52.
the following pages in more detail.
The Board has established a procedure for directors, if deemed necessary,
to take independent professional advice at the Company’s expense in the
furtherance of their duties. Every director also has access to the General
CHAIRMAN Counsel and Company Secretary, who is charged with ensuring that
Board procedures are followed and that good corporate governance
and compliance are implemented throughout the Group. Together with
BOARD the Group Chief Executive and the General Counsel and Company
Secretary, the Chairman ensures that the Board is kept properly informed
and is consulted on all issues reserved to it. Board papers and other
information are distributed at times to allow directors to be properly
CORPORATE
AUDIT REMUNERATION NOMINATION
RESPONSIBILITY briefed in advance of meetings. In accordance with the Company’s
COMMITTEE COMMITTEE COMMITTEE
COMMITTEE Articles of Association, directors have been granted an indemnity issued
by the Company to the extent permitted by law in respect of liabilities
incurred as a result of their office. The indemnity would not provide
GENERAL
DISCLOSURE any coverage where a director is proved to have acted fraudulently or
BUSINESS
COMMITTEE EXECUTIVE
COMMITTEE dishonestly. The Company has also arranged appropriate insurance cover
BOARD
in respect of legal action against its directors and officers.
The roles of Chairman and Group Chief Executive are separate and
THE BOARD clearly defined, with the division of responsibilities set out in writing and
agreed by the Board.
COMPOSITION
As at 30 September 2014, and as at the date of this Report, the board
of directors was made up of 10 members, comprising the non-executive
Chairman, four executive directors and five non-executive directors.

DIRECTOR EFFECTIVENESS AND TRAINING that, following the appointment of Paul Walsh as Chairman, a revised
In accordance with best practice, the Chairman addresses the approach towards long term succession at Board level was being adopted.
developmental needs of the Board as a whole, with a view to further This has initially seen the appointment of Carol Arrowsmith as both an
developing its effectiveness as a team, and ensures that each director independent non-executive director and Chairman of the Remuneration
refreshes and updates his or her individual skills, knowledge Committee on 1 June 2014.
and expertise.
It was also the view of the Board that each of the non-executive directors
Meetings between the non-executive directors, both with and without brings considerable management expertise and an independent perspective
the presence of the Group Chief Executive, are scheduled in the Board’s to the Board’s deliberations and they are considered to be independent of
annual programme. Board meetings are also held at Group business management and free from any relationship or circumstance that could
locations to help all Board members to gain a deeper understanding of the affect, or appear to affect, the exercise of their independent judgement.
business. This also provides senior managers from across the Group with Overall, the Board considered the performance of each director to be
the opportunity to present to the Board as well as to meet the directors effective and concluded that both the Board and its committees continue
on more informal occasions. to provide effective leadership and exert the required levels of governance
and control. The Board will continue to review its procedures, effectiveness
Succession planning is a matter for the whole Board, rather than for a
and development in the year ahead.
committee. The Company’s Articles of Association provide that one third
of the directors retire by rotation each year and that each director will seek
CONFLICTS OF INTEREST
re-election at the AGM every three years. However, in accordance with
As part of their ongoing development, the executive directors may seek
the Code, all directors submit themselves for annual re-election by
one external non-executive role on a non-competitor board, for which
shareholders. New directors may be appointed by the Board, but are
subject to election by shareholders at the first opportunity after their they may retain the remuneration in respect of the appointment. In
appointment, as is the case with Carol Arrowsmith who will seek election order to avoid any conflict of interest, all appointments are subject to
at the AGM on 5 February 2015. The Articles of Association limit the the Board’s approval and the Board monitors the extent of directors’
number of directors to not less than two and not more than 20 save where other interests to ensure that its effectiveness is not compromised.
shareholders decide otherwise. Non-executive directors are normally Each director has a duty under the Companies Act 2006 (CA 2006)
appointed for an initial term of three years which is reviewed and may be to avoid a situation in which he or she has or can have a direct or
extended for a further three years. It is Board policy that non-executive indirect interest that conflicts or possibly may conflict with the interests
director appointments should last for no more than nine years.
of the Company. This duty is in addition to the obligation that he or
A formal, comprehensive and tailored induction is given to all she owes to the Company to disclose to the Board any transaction or
non-executive directors following their appointment, including visits arrangement under consideration by the Company. The Company’s
to key locations within the Group and meetings with members of the Articles of Association authorise the directors to approve such
Executive Board and other key senior executives. The induction also situations and to include other provisions to allow conflicts of interest
covers a review of the Group’s governance policies, structures and business, to be dealt with. The Board follows an established procedure when
including details of the risks and operating issues facing the Group. deciding whether to authorise an actual or potential conflict of interest.
Sir Ian Robinson is the Company’s Senior Independent Director. His role Only independent directors (i.e. those who have no interest in the
includes providing a sounding board for the Chairman and acting as an matter under consideration) will be able to take the relevant decision,
intermediary for the non-executive directors, where necessary. The Board and in taking the decision the directors must act in good faith and
believes that Sir Ian continues to have the appropriate experience, in a way they consider will be most likely to promote the Company’s
knowledge and independence to continue in this role. success. Furthermore, the directors may, if appropriate, impose limits
The Chairman ensures that the Board maintains an appropriate dialogue
or conditions when granting authorisation.
with shareholders. Although the non-executive directors are not formally Any authorities are reviewed at least every 15 months. The Board
required to meet the shareholders of the Company, their attendance at considered and authorised each director’s reported actual and
presentations of the interim and annual results is encouraged. potential conflicts of interest at its July 2014 Board meeting and
considers changes on an ad hoc basis throughout the year.
BOARD EFFECTIVENESS
A performance evaluation of the Board and of its committees is carried out COMMITTEES OF THE BOARD
annually to ensure that they continue to be effective and that each of the The Board has established a number of committees to assist in the
directors demonstrates commitment to his or her respective role and has discharge of its duties and the formal Terms of Reference for the principal
sufficient time to meet his or her commitment to the Company. committees, approved by the Board and complying with the Code, are
Last year, in compliance with the Code, the performance evaluation was available from the General Counsel and Company Secretary and can also
conducted by independent external facilitators, EquityCommunications be found on the Company’s website at www.compass-group.com. Their
Limited. Terms of Reference are reviewed annually and updated where necessary.
Membership and details of the principal committees are shown on pages
This year, an internal performance evaluation was conducted, taking into 51 and 52.
account the principal themes which had emerged from the preceding
external evaluation, notably enhancing the approach to the strategy The General Counsel and Company Secretary acts as Secretary to all
formulation process and continuing to focus on succession planning. Board committees.
Having conducted its evaluation, the Board noted that enhancement of
timetabling and processes had been achieved during 2014, enabling more
productive use of the Board’s time for discussion of strategic issues, and

Strategic report
MEETINGS ATTENDANCE • considers candidates from different genders and a wide range of
The following table shows the attendance of directors at meetings of the backgrounds
Board and of the Audit, Corporate Responsibility (CR), Nomination and • considers candidates on merit and against objective criteria ensuring that
Remuneration Committees during the year ended 30 September 2014: appointees have sufficient time to devote to the position, in light of other
significant commitments
Audit CR Nomination Remuneration
Name Board Committee Committee Committee Committee During the year, the Nomination Committee retained Egon Zehnder
Carol Arrowsmith1 3 of 3 1 of 1 1 of
1 1 of 1 2 of 2 International as recruitment consultants in respect of the search for a
John Bason 8 of 8 4 of 4 3 of
3 2 of 2 4 of 4 suitable candidate to join the Board as an additional non-executive
Dominic Blakemore 7 of 8 – 3 of
3 – – director. Egon Zehnder International is an independent executive search
Richard Cousins 8 of 8 – 3 of
3 2 of 2 – firm which has no other connection with the Company. Carol Arrowsmith
Sir Roy Gardner2 3 of 3 – 1 of
1 1 of 1 – was identified by the Nomination Committee as part of the external search
Gary Green 8 of 8 – – – – process conducted by Egon Zehnder International. She was subsequently
Andrew Martin 8 of 8 – – – – recommended to the Board for appointment on the basis that she met
Susan Murray 8 of 8 4 of 4 3 of 3 2 of 2 4 of 4 the criteria required, including having sufficient time to discharge the
Don Robert 8 of 8 4 of 4 3 of 3 2 of 2 4 of 4 requirements of the role. During the year, the Nomination Committee also
Sir Ian Robinson 8 of 8 4 of 4 3 of 3 2 of 2 4 of 4 considered (and recommended to the Board) the reappointment of John
Paul Walsh3 6 of 6 – 2 of 2 1 of 1 – Bason for a further three year term.
1 Carol Arrowsmith joined the Board on 1 June 2014 In the year ahead, the Nomination Committee will continue to assess
2 Sir Roy Gardner retired from the Board on 6 February 2014 the Board’s composition and how it may be enhanced and will consider
3 Paul Walsh joined the Board on 1 January 2014 diversity (gender and experience) and geographic representation and use
independent consultants as appropriate to ensure a broad search for
The table shows the number of meetings attended out of the number of
suitable candidates.
meetings which each director was eligible to attend. Directors who are not
members of individual Board committees have also been invited to attend

one or more meetings of those committees during the year. REMUNERATION COMMITTEE
The Remuneration Committee is responsible for making recommendations
There was one occasion where a director was unable to attend a meeting to the Board on remuneration policy for the Chairman, executive directors
due to an unforeseen event. and senior management.
The Remuneration Committee comprises Carol Arrowsmith (Chairman)
NOMINATION COMMITTEE from 1 June 2014 and all of the other non-executive directors in office
The Nomination Committee’s key objective is to ensure that the Board
at the date of this Report. Sir Ian Robinson was Chairman of the
comprises individuals with the necessary skills, knowledge and experience
Remuneration Committee until 1 June 2014. The Remuneration
to ensure that it is effective in discharging its responsibilities.
Committee met four times during the year and directors’ attendance
The Nomination Committee comprises Paul Walsh (Chairman), can be found in the table above.
Richard Cousins and all of the non-executive directors in office at the
The Directors’ Remuneration Report is set out on pages 59 to 76 and
date of this Report.
details the Remuneration Committee’s activities during the year and the
The Nomination Committee meets on an as needed basis. The policy on remuneration. The Chairman of the Remuneration Committee

Nomination Committee met two times during the year and members’ attends the AGM to respond to any shareholder questions that might be
attendance is set out in the table above. raised on the Remuneration Committee’s activities.
The Nomination Committee reviews the structure, size and composition
of the Board and its committees and makes recommendations with regard GENERAL BUSINESS COMMITTEE
to any changes considered necessary in the identification and nomination The General Business Committee comprises all of the executive directors
of new directors, the reappointment of existing directors and appointment and meets as required to conduct the Company’s business within clearly
of members to the Board’s committees. It also assesses the roles of the defined limits delegated by the Board and subject to those matters reserved
existing directors in office to ensure that there continues to be a balanced to the Board.
board in terms of skills, knowledge, experience and diversity. The
Nomination Committee reviews the senior leadership needs of the Group CORPORATE RESPONSIBILITY COMMITTEE
to enable it to compete effectively in the marketplace. The Nomination The Corporate Responsibility Committee’s primary responsibilities
Committee also advises the Board on succession planning for executive include health, safety and environmental practices, ethical business
director appointments, although the Board itself is responsible for conduct, the promotion of employee engagement and diversity and
succession generally. community investment.
The Company adopts a formal, rigorous and transparent procedure for The Corporate Responsibility Committee comprises Susan Murray
the appointment of new directors and senior executives with due regard (Chairman), Paul Walsh, Dominic Blakemore, Richard Cousins,
to diversity and gender. Prior to making an appointment, the Nomination Mark White (General Counsel and Company Secretary), Jane Kingston
Committee will evaluate the balance of skills, knowledge, independence, (Group Human Resources Director) and all of the non-executive directors
experience and diversity on the Board and, in the light of this evaluation, in office at the date of this Report. The Corporate Responsibility
will prepare a description of the role and capabilities required, with a view Committee met three times during the year and the director members’
to appointing the best placed individual for the role. attendance is shown in the table above. Our Corporate Responsibility
In identifying suitable candidates, the Nomination Committee: Report 2014 is available at www.compass-group.com/cr14 as well as on
pages 40 to 45 of this Report.
• uses open advertising or the services of external advisers to facilitate
the search

DISCLOSURE COMMITTEE the Audit Committee may require reports on matters of interest in addition
The Disclosure Committee ensures accuracy and timeliness of public to the regular items. The Audit Committee met four times during the year
announcements of the Company and monitors the Company’s obligations and members’ attendance at the meetings is set out in the table on page 51.
under the Listing Rules and Disclosure and Transparency Rules of the The Audit Committee invites Paul Walsh (Chairman), Richard Cousins
UK Listing Authority. (Group Chief Executive), Dominic Blakemore (Group Finance Director),
Meetings are held as required. At the date of this Report, the Disclosure Sarah Sergeant (Head of Financial Reporting and Control) and Trevor
Committee comprises Dominic Blakemore, Mark White, the Head of Gelnar (Director of Group Internal Audit), together with senior
Financial Reporting and Control and the Head of Investor Relations. representatives of the external auditor, to attend each meeting although,
from time to time, it reserves time for discussions without invitees being
present. Other senior management are invited to present such reports as
EXECUTIVE BOARD are required for the Audit Committee to discharge its duties.
The Executive Board is the key management committee for the Group
and comprises the executive directors of the Company, Andrew Furlong The Chairman of the Audit Committee attends the AGM to respond
(Regional Managing Director, Central Asia, Middle East, Africa & to any shareholder questions that might be raised on its activities. The
Turkey), Philippe Op de Beeck (Regional Managing Director, Asia remuneration of the members of the Audit Committee and the policy with
Pacific), Johnny Thomson (Regional Managing Director, Latin America), regard to the remuneration of the non-executive directors are set out on
Mark White and Jane Kingston. pages 68 and 74.
The Executive Board meets regularly and is responsible for developing
ACTIVITIES DURING THE YEAR
the Group’s strategy and capital expenditure and investment budgets and
The matters reviewed and evaluated by the Audit Committee during the
reporting on these areas to the Board for approval, implementing Group
year are set out below:
policy, monitoring financial, operational and customer quality of service
performance, health and safety, purchasing and supply chain issues, FINANCIAL REPORTING
succession planning and day to day management of the Group. • the appropriateness of the interim and annual financial statements
(including the announcements thereof to the London Stock Exchange)
with both management and the external auditor, including:
AUDIT COMMITTEE ––at the Board’s request, whether the Annual Report and Accounts,
OBJECTIVES taken as a whole, is fair, balanced and understandable and provides
The Audit Committee’s key objectives are the provision of effective the information necessary for shareholders to assess the Company’s
governance over the appropriateness of the Group’s financial reporting, performance, business model and strategy
including the adequacy of related disclosures, the performance of both the ––the clarity of disclosures and compliance with financial reporting
internal and external audit functions, and the management of the Group’s standards and relevant financial and governance reporting
systems of internal control, business risks and related compliance activities. requirements
The Audit Committee’s Terms of Reference can be found at ––discussing the critical accounting policies and use of assumptions and
www.compass-group.com. estimates, as noted in section B of the accounting policies on page 87 of
this Annual Report, and concluding that the estimates, judgements and
COMPOSITION assumptions used were reasonable based on the information available
The Audit Committee comprises all of the non-executive directors in office and had been used appropriately in applying the Company’s
at the date of this Report. Members of the Audit Committee are appointed accounting policies
by the Board following recommendations by the Nomination Committee ––considering the nature and quantum of the purchasing income earned
and the Audit Committee’s membership is reviewed by the Nomination by the Group during the financial year. It also assessed the extent to
Committee and as part of the annual Board performance evaluation. which the amounts recognised required estimation and reviewed the
recoverability of amounts accrued at the year end with reference to
Each member of the Audit Committee brings relevant senior level financial aged analyses and subsequent cash receipts. Nothing arose during the
experience. The expertise and experience of the members of the Audit course of this review to indicate that purchasing income had not been
Committee are summarised on pages 46 and 47. The Board considers that accounted for in accordance with the Group's accounting policies
each member of the Audit Committee is independent within the definition • the material areas in which significant judgements have been applied,
set out in the Code. The Audit Committee’s Chairman, John Bason, is namely:
considered by the Board to have significant, recent and relevant financial ––the consideration of any goodwill impairment assessments and how
experience as Finance Director of Associated British Foods plc. these were addressed. The judgement largely relates to the assumptions
All members of the Audit Committee receive an appropriate induction, underlying the calculation of the value in use of the cash generating
which includes an overview of the business, its financial dynamics and units (CGUs) being tested for impairment, primarily the achievement
risks. Audit Committee members are expected to have an understanding of the three year business plan for the CGUs and the macroeconomic
of the principles of, and recent developments in, financial reporting, assumptions (such as discount rates) underpinning the valuation
including the applicable accounting standards and statements of process. The Committee receives reports from management outlining
recommended practice, key aspects of the Company’s policies, financing, the basis for the assumptions used. Business plans are approved by the
internal control mechanisms, and matters that require the use of Board. In addition, the external auditor provides detailed written
judgement in the presentation of accounts and key figures as well as the assessments to the Audit Committee in this area
role of internal and external auditors. Members of the Audit Committee ––the level of provisioning for contingent and other liabilities (including
undertake ongoing training as required. tax) where management, accounting and legal judgements are
important. The Committee discusses with management the key
AUDIT COMMITTEE MEETINGS judgements made, including relevant legal advice. The external auditor
The Audit Committee meets regularly throughout the year and its agenda also reports on all material provisions to the Committee
is linked to events in the Company’s financial calendar. Each member of • Going Concern

Strategic report
OTHER MATTERS within the agreed policy and does not impair its objectivity or
In addition to its key role in the financial reporting process, the Audit independence. Following the change of external auditor, the Audit
Committee also considered the following: Committee agreed that Deloitte LLP should continue to provide tax
services to the Group and has amended its policy on the provision of
Nov Jan May Sept
Items discussed 2013 2014 2014 2014
non-audit services by the external auditor accordingly, to exclude such
services. Therefore, unless there is no other competent and available
INTERNAL AUDIT provider, the external auditor should be excluded from providing the
• approval of the Group’s internal audit plan and ● ● ● Company with general consultancy and all other non-audit services.
risk controls and the review of internal audit Engagements for non-audit services that are not prohibited are subject
activity reports and updates, together with the
to formal approval by the Audit Committee based on the level of fees
rollout of key financial controls
involved. Non-audit services that are pre-approved are either routine in
EXTERNAL AUDIT
nature with a fee that is not significant in the context of the audit or are
• retendering process for the auditor ● audit related services.
• appointment of KPMG LLP and associated ● ●
terms and fees and handover process between Within the constraints of applicable UK rules, the external auditor has
Deloitte LLP and KPMG LLP traditionally undertaken some due diligence reviews and other pieces
• approval and review of proposed audit plan ● ● of non-audit work. The provision of non-audit services within such
and procedures constraints and the agreed policy is assessed on a case by case basis so
–– review of auditor effectiveness and ● that the best placed adviser is retained. Principal non-audit services
appointment provided by Deloitte LLP to 14 March 2014 and by KPMG LLP since
–– review of the policy and update of provision ● ● ● 14 March 2014 approved by the Audit Committee during the year ended
of non-audit services provided by the
30 September 2014 comprised assistance on tax matters (in the case
external auditor
of Deloitte LLP), IT related services and due diligence advice in respect
OTHER MATTERS
of potential acquisitions.
• litigation and contingent liabilities ● ● ●

• operation of the Group’s Speak Up ● ● ● During the year, the Audit Committee reviewed Deloitte LLP’s fees for
whistleblowing policy its services during the year ended 30 September 2013, its effectiveness and
• country specific audit matters ● ● ● whether the agreed audit plan had been fulfilled and the reasons for any
• the Regional and Group Governance ● ● variation from the plan. Its fees for non-audit work completed during
Committee structure and the outputs from 2012-2013 were also reviewed and agreed. The Audit Committee’s usual
the committee meetings formal evaluation process involving the use of questionnaires completed
• tax matters, including provisioning for potential ● ● ● by finance teams around the Group was incorporated within the agreed
current tax liabilities and the level of deferred process for retendering the external audit.
tax asset recognition as well as compliance
with statutory tax reporting obligations The Audit Committee also considered the robustness of the 2014 audit and
the degree to which KPMG LLP was able to assess key accounting and
audit judgements and the content of the management letter issued by the
EXTERNAL AUDIT external auditor. The Audit Committee concluded that both the audit and
During the financial year ended 30 September 2014, following a retender the audit process were effective.

exercise which complied with best practice guidelines, KPMG LLP
succeeded Deloitte LLP as the Company’s external auditor (see ‘Appointment The total fees paid to KPMG LLP in the year ended 30 September 2014
of auditor’ below). The Audit Committee applied the same rigour towards were £6.1 million of which £1.9 million related to non-audit work, much
its oversight, monitoring and other duties in respect of successive external of which related to the period prior to their appointment in March 2014.
auditors, as applicable and as set out below, throughout the period. The total fees paid to Deloitte LLP in the year ended 30 September 2014
were £4.6 million (2013: £7.8 million) all of which related to non-audit
The Audit Committee is responsible for the development, implementation work (2013: £3.5 million). Further disclosure of the non-audit fees paid
and monitoring of the Company’s policy on external audit. The Audit during the year can be found in note 2 to the consolidated financial
Committee reserves oversight responsibility for monitoring the auditor’s statements on page 96.
independence, objectivity and compliance with ethical, professional and
regulatory requirements. The Audit Committee recommends the To ensure objectivity, key members of the audit team rotate off the
appointment, reappointment and removal of the Company’s external Company’s audit. To safeguard the independence of the Company’s
auditor, and considers the risks associated with its withdrawal from the external auditor and the integrity of the audit process, the recruitment of
market in its risk evaluation and planning. The Audit Committee also senior employees from the Company’s auditor is not permitted for a period
reviews the terms, areas of responsibility and scope of the audit as set out of at least two years after they cease to be involved in the provision of
in the external auditor’s engagement letter; the overall work plan for the services to the Company.
forthcoming year, together with the associated fee proposal and cost
APPOINTMENT OF AUDITOR
effectiveness of the audit; any major issues which arise during the course
of the audit and their resolution; key accounting and audit judgements; the As planned and discussed in last year’s Annual Report, following extensive
level of errors identified during the audit; the recommendations made to due diligence and agreement of a detailed timetable and step plan, in 2013
management by the auditor and management’s response; and the auditor’s the Audit Committee approved the issue of a formal Request for Proposal
overall performance. (RFP) for the appointment of the Company’s external auditor, in
accordance with the requirement under the Code that the audit should be
The Audit Committee also ensures that key partners within the external
put out to tender at least every 10 years. Responses to the RFP were
auditor are rotated from time to time in accordance with applicable UK
received during December 2013, assessed against agreed criteria and
rules. The Audit Committee monitors the extent of non-audit work which
presentations were made to the Audit Committee by shortlisted candidates
the external auditor can perform, to ensure that the provision of those
in January 2014. The Audit Committee recommended to the Board that
non-audit services that can be undertaken by the external auditor falls

KPMG LLP be appointed as the external auditor in succession to INTERNAL CONTROL

Deloitte LLP and, following approval by the Board, the appointment was The Audit Committee also reviews the integrity of material financial
duly notified to shareholders and to the Financial Reporting Council and statements made by the Company. The Audit Committee monitors
became effective on 14 March 2014. KPMG LLP’s fees for the audit for and conducts a robust review of the effectiveness of the Group’s internal
the year ending 30 September 2014 were considered and agreed as part control systems, accounting policies and practices and compliance controls
of the tender process. KPMG LLP is also appointed or is being appointed (including key financial controls) as well as the Company’s statements
as auditor for the significant subsidiaries of the Group. on internal control before they are agreed by the Board for each year’s
KPMG LLP has expressed its willingness to continue as auditor of Annual Report. The Board retains overall responsibility for internal
the Company. Separate resolutions proposing its reappointment and control and the identification and management of business risk. The
determination of its remuneration will be proposed at the AGM to be internal audit function is involved in the assessment of the quality of risk
held on 5 February 2015. management and internal control and helps to promote and further
develop effective risk management within the business. Certain internal
audit assignments (such as those requiring specialist expertise) continue
DISCLOSURE OF RELEVANT AUDIT INFORMATION to be outsourced by the Director of Group Internal Audit as appropriate.
The directors confirm that, so far as they are each aware, there is no
The Audit Committee reviews internal audit reports and considers the
relevant audit information of which KPMG LLP is unaware and each
effectiveness of the function.
director has taken all the steps that ought to have been taken as a director
to be aware of any relevant audit information and to establish that In a Group where local management have considerable autonomy to run
KPMG LLP is aware of that information. and develop their businesses, a well designed system of internal control is
necessary to safeguard shareholders’ investments and the Company’s
OUR STANDARDS assets. The directors acknowledge that they have overall responsibility for
The Company remains committed to the highest standards of business the Group’s systems of internal control and for reviewing the effectiveness
conduct and expects all of its employees to act accordingly. The Group’s of those controls. In accordance with the guidance set out in the Turnbull
Speak Up policy (an extension of the Code of Ethics now incorporated Report, ‘Internal Control: Guidance for Directors on the Combined
within the Group’s Code of Business Conduct which was launched in 40 Code’, and in the Code itself, an ongoing process has been established for
languages during 2011 and is available on the Company’s website) sets out identifying, managing and evaluating the risks faced by the Group. This
arrangements for the receipt, in confidence, of complaints on accounting, process has been in place for the full financial year and up to the date on
risk issues, internal controls, auditing issues and related matters which which the financial statements were approved.
would, as appropriate, be reported to the Audit Committee, and Speak The systems are designed to manage rather than eliminate the risk of
Up is a standard review item on all internal audit work programmes. failure to achieve the Group’s strategic objectives, safeguard the Group’s
Copies of the Codes of Business Conduct and Ethics are available on the assets against material loss, fairly report the Group’s performance and
Company’s website at www.compass-group.com. position and to ensure compliance with relevant legislation, regulation and
The Audit Committee also receives updates on bribery and fraud activity best practice including that related to social, environmental and ethical
in the business, if any, at least twice each year with individual updates matters. The systems provide reasonable, but not absolute, assurance
being given to the Audit Committee, as needed, in more serious cases of against material misstatement or loss. Such systems are reviewed by the
alleged bribery, fraud or related activities. The Group’s anti-fraud policies Board to deal with changing circumstances.
are a subset of the Code of Business Conduct which does not tolerate any A summary of the key financial risks inherent in the Group’s business is
activity involving fraud, dishonesty or deception. These policies, for which given on pages 37 to 39. Risk assessment and evaluation are an integral
the Audit Committee retains overall responsibility, set out how allegations part of the annual planning cycle. Each business documents the strategic
of fraud or bribery are dealt with, such as by the local human resources objectives and the effectiveness of the Group’s systems of internal control.
or finance team, and the frequency of local reporting that feeds into the As part of the review, each significant business and function has been
regular updates, which are presented to the Audit Committee. Reporting required to identify and document each substantial risk, together with
of these matters to the Audit Committee is managed and overseen by the mitigating actions implemented to manage, monitor and report to
internal audit. The Speak Up policy operates when the complaint is management on the effectiveness of these controls. Senior managers are
received through the whistleblowing channel and that policy will redirect also required to sign biannual confirmations of compliance with key
the alleged fraud or bribery for investigation at the most appropriate level procedures and to report any breakdowns in, or exceptions to, these
of the organisation which may, for example, be by a member of the local procedures. Summarised results have been presented to senior
human resources team or, on occasion, the Audit Committee itself. management (including to the Executive Board) and to the Board.
Each year, the Audit Committee critically reviews its own performance These processes have been in place throughout the financial year ended
and considers where improvements can be made. 30 September 2014 and have continued to the date of this Report. Taken
together, these processes and the reports they generate, which are
considered by the Audit Committee, constitute a robust assessment of key
INTERNAL AUDIT risks and the internal controls that exist, designed to mitigate these risks.
The Audit Committee reviews the effectiveness of the Group’s internal
The Board has reviewed the effectiveness of the Group’s system of internal
audit function and its relationship with the external auditor, including
control for the year under review and a summary of the principal control
internal audit resources, plans and performance as well as the degree to
structures and processes in place across the Group is set out in this Report.
which the function is free of management restrictions. Throughout the
year, the Audit Committee reviewed the internal audit function’s plans and
its achievements against those plans. The Audit Committee considered CONTROL ENVIRONMENT
the results of the audits undertaken by the internal audit function and Whilst the Board has overall responsibility for the Group’s system of
considered the adequacy of management’s response to matters raised, internal control and for reviewing its effectiveness, it has delegated
including the time taken to resolve any such matters. responsibility for the operation of the internal control and risk management
programme to the Executive Board. The detailed review of internal control
has been delegated to the Audit Committee. The management of each

Strategic report
business is responsible for internal control and risk management within its There is regular dialogue with institutional shareholders and this has
own business and for ensuring compliance with the Group’s policies and been extended to include private shareholders through the AGM. Contact
procedures. Each business has appointed a risk champion whose primary with institutional shareholders (and with financial analysts, brokers and
role in such capacity is to ensure compliance by local management with the the media) is controlled by written guidelines to ensure the protection of
Group’s risk management and internal control programme. The internal share price sensitive information that has not already been made generally
and the external independent auditors have reviewed the overall approach available to the Company’s shareholders. Contact is also maintained,
adopted by the Group towards its risk management activities so as to when appropriate, with shareholders to discuss overall remuneration plans
reinforce these internal control requirements. and policies.
The primary method of communication with shareholders is by electronic
CONTROL PROCEDURES means, helping to make the Company more environmentally friendly
The Board reviews its strategic plans and objectives on an annual basis by reducing waste and pollution associated with the printing and posting
and approves Group budgets and strategies in light of these. Control is of its Annual Report. The Annual Report and Accounts is available
exercised at Group, regional and business level through the Group’s to all shareholders and can be accessed via the Company’s website at
Management and Performance (MAP) framework and monthly www.compass-group.com. The Group’s annual and interim results are
monitoring of performance by comparison with budgets, forecasts and also published on the Company’s website, together with all other
cash targets, and by regular visits to Group businesses by the Group Chief announcements and documents issued to the market, such as trading
Executive and the Group Finance Director. updates, interim management statements, interviews and presentations
This is underpinned by a formal major risk assessment process which by the Group Chief Executive and Group Finance Director.
is an integral part of the annual business cycle. Each of the Group’s The Notice of Annual General Meeting is circulated to all shareholders at
businesses is required to identify and document major risks facing their least 20 working days prior to such meeting and it is Company policy not to
business and appropriate mitigating activities and controls, and monitor combine resolutions to be proposed at general meetings. All shareholders
and report to management on the effectiveness of these controls on a are invited to the Company’s AGM at which they have the opportunity to
biannual basis. These reports, together with reports on internal control put questions to the Board and it is standard practice to have the chairmen

and departures, if any, from established Group procedures prepared of the Audit, Corporate Responsibility, Nomination and Remuneration
by both the internal and external auditors, are reviewed by the Group Committees available to answer questions. The results of proxy voting for
Finance Director and the Audit Committee. Group companies also submit and against each resolution, as well as abstentions, are announced to the
biannual risk and internal control assurance letters to the Group Finance London Stock Exchange and are published on the Company’s website
Director on internal control and risk management issues, with comments shortly after the meeting. Further shareholder information is available
on the control environment within their operations. The Group Finance on pages 144 and 145.
Director summarises these submissions for the Audit Committee and the
Chairman of the Audit Committee reports to the Board on any matters
that have arisen from the Audit Committee’s review of the way in which
OTHER STATUTORY DISCLOSURES
risk management and internal control processes have been applied. DIRECTORS
Particulars of the directors in office at the date of this report are listed on
The Board has formal procedures in place for approval of client contracts,
pages 46 and 47. In accordance with the Code, each director will retire
capital investment and acquisition projects, with clearly designated levels
and submit himself or herself for election or re-election at the AGM on
of authority, supported by post investment review processes for selected
5 February 2015.

acquisitions and major capital expenditure. The Board considers social,
environmental and ethical matters in relation to the Group’s business Sir Roy Gardner stepped down as a director and as Chairman at the
and assesses these when reviewing the risks faced by the Group; further conclusion of the AGM on 6 February 2014. As announced in June 2013,
information regarding environmental and ethical matters is available on Paul Walsh was appointed as a non-executive director from 1 January 2014.
pages 40 to 45. The Board is conscious of the effect such matters may have He became non-executive Chairman at the conclusion of the AGM on
on the short and long term value of the Company. The external auditor 6 February 2014. As announced on 14 May 2014, Carol Arrowsmith
of the Company and the Director of Group Internal Audit attend Audit joined the Board on 1 June 2014 and will seek election at the AGM on
Committee meetings and receive its papers. The Report of the Audit 5 February 2015.
Committee is set out on pages 52 and 53 and the Audit Committee
members meet regularly with the Director of Group Internal Audit and RESULTS AND DIVIDENDS
the external auditor without the presence of executive management. In the year ended 30 September 2014, the Group delivered a decrease
of 2.4% in Group underlying profit before tax from £1,188 million to
There were no changes to the Company’s internal control over financial £1,159 million and an increase of 59.1% in Group reported profit before
reporting that occurred during the year ended 30 September 2014 that tax from £721 million to £1,147 million. An analysis of revenue and
have affected materially, or are reasonably likely to affect materially, the operating profit is set out in note 1 to the consolidated financial statements
Company’s internal control over financial reporting. on pages 92 and 93.
A Return of Cash, equating to 56 pence per share, was paid to
COMMUNICATING WITH SHAREHOLDERS
shareholders on 29 July 2014. The Return of Cash and associated

The Company places considerable importance on communication with
Share Capital Consolidation are described further on page 56.
its shareholders, including its private shareholders. The Group Chief
Executive and the Group Finance Director are closely involved in investor The Return of Cash is not included in the dividend table on page 56.
relations and a senior executive has day to day responsibility for such
matters. The views of the Company’s major shareholders are reported to
the Board by the Group Chief Executive and the Group Finance Director
as well as by the Chairman (who remains in contact with our largest
shareholders) and are discussed at its meetings.

A summary of the dividends on ordinary shares for the year ended The Company is not aware of any significant agreements to which it is
30 September 2014 compared with 2013 is shown below: party that take effect, alter or terminate upon a change of control of the
Company following a takeover.
Year Dividend Pence per share
More detailed information relating to the rights and obligations attaching
2013 Interim 8.0
to the Company’s ordinary shares, in addition to those conferred by law,
2013 Final 16.0
are set out in the Company’s Articles of Association, which are available on
2013 Total 24.0
the Company’s website as well as on pages 24 and 25 of the Annual Report
2014 Interim 8.8
for the year ended 30 September 2007. The 2007 Annual Report is
2014 Final (recommended) 17.7
available on the Company’s website at www.compass-group.com.
2014 Total 26.5 (10.5% increase on 2013)
REPURCHASE OF SHARES
The 2014 interim dividend of 8.8 pence per share (2013: 8.0 pence) was On 21 November 2012, the Company announced its intention to
paid to shareholders on 26 June 2014. commence a £400 million share repurchase programme. This
Payment of the recommended final dividend, if approved at the AGM programme was completed on 9 January 2014. On 27 November 2013,
to be held on 5 February 2015, will be made on 23 February 2015 to the Company announced its intention to commence a £500 million share
shareholders registered at the close of business on 23 January 2015. The repurchase programme, to be executed over the 12 month period to the
shares will be quoted ex-dividend from 22 January 2015. end of 2014. This programme was temporarily suspended following
announcement on 14 May 2014 of the £1 billion Return of Cash and
During the year, the trustees of each of the employee benefit trusts which Share Capital Consolidation until after completion of this transaction on
operate in connection with the Company’s share plans waived their rights 29 July 2014. The programme recommenced on 31 July 2014 and is now
to receive dividends on any shares held by them. Details of the trusts can expected to be completed by the end of 2015.
be found on page 57 of this Report. The amount of dividends waived
during the year ended 30 September 2014 was £20,677 (2013: £39,643). From 1 October 2013 to 26 March 2014 21,352,881 ordinary shares
of 10 pence each were purchased and subsequently cancelled for a
A dividend reinvestment plan is available to eligible shareholders. Details consideration of £196 million (including expenses) (representing 1.18%
can be found on page 144. of the ordinary shares in issue on 1 October 2013). From 31 July 2014 to
30 September 2014 8,200,000 ordinary shares of 10 5⁄8 pence each were
SHARE CAPITAL purchased and subsequently cancelled for a consideration of £80 million
GENERAL (including expenses) representing 0.49% of the ordinary shares in issue
At the General Meeting (GM) held on 11 June 2014 members voted in on 8 July 2014. From 1 October 2014 to the date of this Report a further
favour of the Company’s proposals to return approximately £1 billion 6,100,000 shares of 105⁄8 pence each of the Company (representing
to shareholders by way of a cash payment of 56 pence per ordinary share 0.36% of the ordinary shares in issue on 1 October 2014) were purchased
of 10 pence each held as at the record time of 6.00pm on 7 July 2014. and subsequently cancelled for a consideration of £60.6 million
The cash return was accompanied by a share consolidation whereby (including expenses).
shareholders received 16 new ordinary shares of 10 5⁄8 pence each in the At the AGM a special resolution will be proposed to renew the directors’
Company for every 17 ordinary shares of 10 pence each held at the record limited authority to repurchase ordinary shares in the market, last granted
time. This share capital reorganisation was effective and the new shares at the GM held on 11 June 2014. The directors consider it desirable for
were admitted to trading on the London Stock Exchange from 8 July 2014. these general authorisations to be available in order to maintain an
Full details of the Return of Cash and Share Capital Consolidation were efficient capital structure whilst at the same time retaining the flexibility
set out in a Circular to shareholders dated 19 May 2014 which is available to fund infill acquisitions.
on the Company’s website at www.compass-group.com.
The authority sets the minimum and maximum prices which may be
At the date of this Report, 1,667,980,436 new ordinary shares of 105⁄8 pence paid and it will be limited to a maximum of 10% of the Company’s issued
each have been issued, are fully paid up and are quoted on the London ordinary share capital calculated at the latest practicable date prior to
Stock Exchange. In addition, the Company sponsors a Level I American the publication of the Notice of AGM. Any purchases of ordinary shares
Depositary Receipt programme with BNY Mellon, under which the will be by means of market purchases through the London Stock Exchange
Company’s shares are traded on the over the counter market in the form and any shares purchased may be cancelled or placed into treasury
of American Depositary Shares. in accordance with the Companies (Acquisition of Own Shares) (Treasury
During the year ended 30 September 2014, 3,338,288 options were Shares) Regulations 2003. The Company currently holds no shares
exercised and 1,333,578 awards released pursuant to the Company’s share in treasury.
option schemes and long term incentive plans, resulting in the allotment
of 4,671,866 new ordinary shares. A further 394,502 new ordinary shares
ISSUE OF SHARES
At the AGM, the directors will ask shareholders to renew the authority
have been allotted under these schemes since the end of the financial year
last granted to them at the GM held in 2014 to allot equity shares
to the date of this Report.
representing approximately one third of the issued ordinary shares
There are no restrictions on the transfer of ordinary shares in the capital of calculated at the latest practicable date prior to the publication of the
the Company other than certain restrictions which may from time to time Notice of AGM (the section 551 authority) and, in accordance with the
be imposed by law, for example, insider trading law. In accordance with Investment Management Association Allotment Guidelines, the directors
the Listing Rules of the Financial Conduct Authority, certain employees again propose to extend this by a further one third of the Company’s
are required to seek the approval of the Company to deal in its shares. issued ordinary share capital provided that such amount shall only be used
The Company is not aware of any agreements between shareholders that in connection with a rights issue. If approved, the authority will expire no
may result in restrictions on the transfer of securities and/or voting rights. later than 15 months from the date on which the resolution is passed, or at
the conclusion of the AGM to be held in 2016, whichever is the sooner.
The Company’s Articles of Association may only be amended by special
resolution at a general meeting of shareholders.

Strategic report
The limited power granted to the directors on 11 June 2014 to allot equity EMPLOYEE POLICIES AND INVOLVEMENT
shares for cash other than pro rata to existing shareholders expires no later The Group places particular importance on the involvement of its
than 6 May 2015. Subject to the terms of the section 551 authority, the employees, keeping them regularly informed through informal bulletins
directors recommend that this authority should be renewed. If granted, and other in-house publications, meetings and the Company’s internal
this authority will give the directors the ability (until the AGM to be held websites, on matters affecting them as employees and on the issues
in 2016) to issue ordinary shares for cash, other than pro rata to existing affecting their performance. Since 1996 those Group businesses in the
shareholders, in connection with a rights issue or up to a limit of 5% of the European Economic Area (EEA) have been represented on the Compass
issued ordinary share capital calculated at the latest practicable date prior European Council (CEC) which provides a forum for exchanging
to the publication of the Notice of AGM. In line with best practice, the information and engaging in consultation on the Group’s performance and
Company has not issued more than 7.5% of its issued ordinary share plans, and relevant transnational issues. The Group’s CEC Agreement
capital on a non prorated basis over the last three years. The directors have terminated in December 2012. The Company is currently negotiating a
no present intention to issue ordinary shares, other than pursuant to the new CEC Agreement through a Special Negotiating Body, comprising
Company’s employee share schemes, and this authority will maintain the employee representatives from each of the countries in which the Group
Company’s flexibility in relation to future share issues, including any issues operates within the EEA.
to finance business opportunities, should appropriate circumstances arise.
Permanent UK employees are normally invited to join the Company’s
Details of issues of new shares made during the year, together with details defined contribution pension scheme, Compass Retirement Income
of options granted over unissued capital, are set out in note 24 to the Savings Plan (CRISP), on the completion of two years’ service (this
consolidated financial statements on pages 124 to 126. includes any service that may have transferred across under the Transfer
of Undertakings (Protection of Employment) Regulations 2006 (TUPE)).
SUBSTANTIAL SHAREHOLDINGS CRISP has a corporate trustee. Following the retirement of its independent
The following major shareholdings have been notified to the Company as chairman, Tony Allen, on 30 November 2013, Nigel Palmer, a current
at 30 September 2014 and the date of this Report. employee of the Group, was appointed chairman of the trustees. The other
five trustee directors are UK based employees of the Group, two of whom

% of issued % of Compass Group have been nominated by CRISP members. As at the date of this Report,
capital1 PLC’s voting rights
one further member nominated position is vacant.
Blackrock, Inc. 9.99 9.99
Massachusetts Financial Services Company 5.92 5.92
Those UK employees who transferred from the public sector under TUPE
have been eligible to join the Compass Group Pension Plan (the Plan),
1 At the date of disclosure. a defined benefit pension arrangement which is otherwise closed to new
entrants. However, under the Government’s revised guidance for ‘Fair
Since the disclosure date, the shareholders’ interests in the Company may Deal for staff pensions’ the expectation is that the Group will now
have changed. participate in the relevant public sector pension scheme and close the Plan
to future new entrants. The Plan also has a corporate trustee. Phillip
The number of shares held by the directors as at 30 September 2014 can
Whittome succeeded Peter Morriss as independent chairman on
be found on page 75 of the Directors’ Remuneration Report.
11 October 2013. There are a further six trustee directors, five of whom
are either UK based employees or former employees of the Group (three
EMPLOYEE SHARE TRUSTS of whom have been nominated by Plan members), and the sixth is an
The Compass Group Employee Share Trust (ESOP) and The Compass

independent trustee director.
Group Employee Trust Number 2 (CGET) were established on
13 January 1992 and 12 April 2001 respectively in connection with the The Company became subject to the automatic enrolment regulations
Company’s share option plans. The Compass Group Long Term Incentive for its workforce in the UK on 1 November 2012, but deferred its staging
Plan Trust (LTIPT) was established on 5 April 2001 in connection with date for automatic enrolment of eligible employees to 2 January 2013 as
the Company’s long term incentive plans. Details of all incentive plans are permitted by the regulations. Both the Plan and CRISP are compliant
set out in the Directors’ Remuneration Report on pages 59 to 76. The arrangements under these regulations and have been registered as such.
trustees of the ESOP, LTIPT and CGET hold 38,743 (2013: 144,413), All new UK employees who meet the statutory requirements, and who
16,198 (2013: 17,209) and nil (2013: nil) ordinary shares of the are not immediately entered into the Plan or CRISP, are automatically
Company respectively. enrolled into the National Employment Savings Trust (NEST). The
Group’s compliance with the auto-enrolment regulations, and the
The Compass Group Executive Option Share Trust and the performance of NEST, are kept under regular review by the Group’s
Compass Group Executive Share Trust were established on 15 and Pensions Autoenrolment Governance Committee.
22 February 2010 respectively in relation to the operation of share
incentive plans in Australia. No ordinary shares are held by these trusts Permanent employees outside of the UK are usually offered membership
as at 30 September 2014 (2013: nil). of local pension arrangements if and where they exist and where it is
appropriate to have Company sponsored arrangements.
AWARDS UNDER EMPLOYEE SHARE SCHEMES Employees are offered a range of benefits, such as private medical cover,
Details of awards made during the year and held by executive directors as depending on the local environment. Priority is given to the training of
at 30 September 2014 are set out in the Directors’ Remuneration Report employees and the development of their skills is of prime importance.
on pages 59 to 76. Employment of disabled people is considered on merit with regard only
to the ability of any applicant to carry out the role. Arrangements to
Details of employee share schemes and grants made during the year ended
enable disabled people to carry out the duties required will be made if
30 September 2014 to, and extant awards held by, employees are disclosed
it is reasonable to do so. An employee becoming disabled would, where
in note 24 to the consolidated financial statements on pages 124 to 126.
appropriate, be offered retraining.

The Group continues to operate on a decentralised basis. This provides the DONATIONS AND POLITICAL EXPENDITURE
maximum encouragement for the development of entrepreneurial flair, Charitable objectives support the Company’s corporate responsibility
balanced by a rigorous control framework exercised by a small head office strategy and have primarily focused on improving the environment,
team. Local management teams are responsible for maintaining high education, health and wellbeing, community engagement and responsible
standards of health and safety and for ensuring that there is appropriate business practice. Donations have included employee involvement through
employee involvement in decision making. fundraising and financial support.
EMPLOYEE DIVERSITY AND HUMAN RIGHTS Group charitable donations £m
Our Code of Ethics was developed in consultation with the CEC and the 2013 6.7
Institute of Business Ethics and sets out clear standards of behaviour that 2014 6.5
we expect all of our people to demonstrate and adhere to. The Code of
Ethics, which is part of our Code of Business Conduct, underpins our Since 2004, shareholders have passed an annual resolution, on a
social, ethical and environmental commitments and sends a clear message precautionary basis, to approve donations to EU political organisations and
to our stakeholders of our commitment to responsible business practice. to incur EU political expenditure (as such terms were defined under the
The 10 principles of the United Nations (UN) Global Compact, to which then relevant legislation) not exceeding a monetary limit approved by
we are a signatory, underpin our own Code of Ethics. This UN initiative shareholders. The Board has consistently confirmed that it operates a policy
encourages companies to make human rights, labour standards, of not giving any cash contribution to any political party in the ordinary
environmental responsibility and anti-corruption part of their business meaning of those words and that it has no intention of changing that policy.
agenda. Our annual Communication on Progress can be viewed at www. No material amount of corporate funds or paid employee time has been
unglobalcompact.org. utilised during the year for political activities and, in accordance with the
Our people are instrumental to our success; we respect and value the Company’s Code of Business Conduct, employees must not engage in any
individuality and diversity that every employee brings to the Group. form of lobbying or have contact with political representatives, government
We base our relationship with our employees on respect for the dignity employees or public interest groups unless they are doing so legitimately
of the individual and fair treatment for all. and adhering to internal control processes. Further information regarding
the Code of Business Conduct can be found on page 54 of this Annual
As at 30 September 2014, there were 514,718 (2013: 506,699) people
Report and on the Company’s website at www.compass-group.com.
employed by the Group (average number of employees including directors
and part-time employees) of whom 288,242 were female (2013: 280,971) The directors propose to renew the authority granted at the AGM in 2014
and 226,476 were male (2013: 225,728). Of these, 762 were senior for the Group to make political donations and incur political expenditure
managers (575 male, 187 female) (2013: 541 male, 182 female) which (as such terms are defined in sections 362 to 365 of the CA 2006) until the
include members of our global leadership team and individuals who are Company’s next AGM, which they might otherwise be prohibited from
statutory directors of the corporate entities whose financial information making or incurring under the terms of the CA 2006 and which would not
is included in the Group’s consolidated accounts in this Annual Report. amount to ‘donations’ in the ordinary sense of the word. It is proposed to
In terms of the Company’s Board, as at 30 September 2014 there were maintain the limit of such authority at £100,000.
10 directors, eight of whom were male and two female. Prior to any
appointment to the Board the Nomination Committee gives due regard to CREST
diversity and gender with a view to appointing the best placed individual The Company’s ordinary shares and sterling Eurobonds are in CREST,
for the role. the settlement system for stocks and shares.
We seek to create a positive, open working environment wherever we
operate. Our employee policies are set locally to comply with local law DISCLOSURES REQUIRED UNDER UK LISTING RULE 9.8.4
within an overall Group framework and we monitor our employee There are no disclosures required to be made under UK Listing Rule 9.8.4.
satisfaction and engagement through a number of key performance
indicators, details of which can be found on pages 44 and 45 of the SHAREHOLDER SERVICES
Corporate Responsibility section of the Strategic Report. Details of services provided to shareholders can be found in the Shareholder
Information section on pages 144 and 145 and on the Company’s website.
We also consider the concerns of wider communities where we operate,
including national and local interests, utilising our relevant expertise to AGM
help contribute to the wellbeing of communities which are appropriate The Notice of Meeting setting out the resolutions to be proposed at the
to our business objectives. Furthermore, the Group supports the rights of AGM to be held on 5 February 2015, together with explanatory notes,
all people as set out in the UN Universal Declaration of Human Rights is set out on pages 146 to 151 of this Annual Report and is also available at
(UN Declaration) and considers carefully before doing any business in www.compass-group.com. The directors consider that each of the resolutions
countries that do not adhere to the UN Declaration. is in the best interests of the Company and the shareholders as a whole and
recommend that shareholders vote in favour of all of the resolutions.
GREENHOUSE GAS EMISSIONS REPORTING
The Company is required to state the annual quantity of emissions in On behalf of the Board
tonnes of carbon dioxide equivalent from activities for which the Group
is responsible, including the combustion of fuel and the operation of any
facility. Details of our emissions during the year ended 30 September 2014
are set out within the Corporate Responsibility section of the Strategic MARK WHITE
Report on pages 42 and 43 and form part of the Directors’ Report General Counsel and Company Secretary
disclosures. Further details of the actions which the Group is taking to 26 November 2014
reduce emissions can also be found in our online Corporate Responsibility
Report at www.compass-group.com/cr14. Compass Group PLC
Registered in England and Wales No. 4083914

DIRECTORS’ REMUNERATION REPORT
Strategic report
ANNUAL STATEMENT 2013-2014 REMUNERATION REVIEW
The Committee has been considering the competitive positioning of
DEAR SHAREHOLDER remuneration for the Company’s executive directors for some time and
INTRODUCTION has revisited this during the last 12 months. The executive team is well
On behalf of the Board, I am pleased to present the 2013-2014 Directors’ established and under the leadership of Richard Cousins has delivered
Remuneration Report. great value to shareholders in the form of outstanding Total Shareholder
Return (TSR) growth (455% in the eight years since Richard Cousins’
I was delighted to be appointed to the Compass Group PLC Board and appointment as Group Chief Executive), a progressive dividend and the
as Chairman of the Remuneration Committee in June of this year. My Return of Cash.
thanks go to Sir Ian Robinson, who served as Chairman of the Committee
from April 2013, for his support when I took over the role. This very strong performance means that Compass is now a much bigger
business and is far more valuable for shareholders. But over the same
In my first annual statement to shareholders, I would like to share with period both bonus opportunities and LTIP awards have remained
you both the corporate performance and related incentive outcomes for unchanged at a maximum of 150% of salary, other than for Richard
2013-2014 and our thinking on our longer term approach towards Cousins who became eligible for an LTIP award at a maximum value
executive remuneration. We informed shareholders, when we published of 200% of salary in 2010.
the Company’s first remuneration policy last year, that we would present
a policy statement designed to operate for three years at the forthcoming The combination of this level of growth and the Company’s disciplined
Annual General Meeting (AGM), once we had reviewed our policy against and conservative approach to remuneration has meant that our
the needs of the business and emerging reporting practice. We believe that remuneration policy now falls significantly short of the market norm –
we have now reached that point and below I have set out the context for the most of our executive directors are in the lower quartile against their peers
changes that you will see in the following Policy Report. when we assess their total remuneration opportunity with companies of
our size. We are confident that our executives have and will continue to
PERFORMANCE IN 2013-2014 deliver great value to shareholders and that our performance measures are
relevant and appropriate, but the Committee now believes that this gap

The success of your Company is driven by continued focus on growing
revenue in a sustainable and profitable manner. Accordingly, revenue and in total opportunity is too great and that an adjustment to address this is
profit are key measures in our annual bonus plan. I am pleased to report both in the best interests of shareholders and fair to our executive directors.
that the Company has continued to perform well against the challenging Maintaining our historic modest approach was at the centre of our
economic environment in some of the Group’s geographies. North deliberations and featured clearly in our consultation with major
America and Fast Growing & Emerging have seen further strong growth shareholders. Accordingly, we believe it is appropriate to position our total
and conditions in Europe & Japan have improved. Organic revenue remuneration opportunity at a moderate but more competitive level by:
growth is up by 4.1% and operating profit margin increased by
10 basis points compared with 2012-2013, to 7.2%. We have a healthy • increasing the annual incentive opportunity for our Group Chief
pipeline of new business across all regions and are well placed to capitalise Executive from 150% to 200% of salary, in line with that for other
on exciting growth opportunities. FTSE 50 CEOs
• adjusting the LTIP award opportunity for all of our executive directors
Cash flow generation remains central to the success of the business in terms by an increment of 50% of salary
of both returns to shareholders and for investment for future growth and
therefore is included as a performance measure in both our long and short In addition, to reflect emergent best practice and align with shareholder

term incentive plans. To add focus on the efficient and targeted investment interests, any LTIP awards made with this increased opportunity will be
of cash, Return on Capital Employed (ROCE) was added last year as subject to a two year holding period post vesting. The Committee will also
a performance measure in the Long Term Incentive Plan (LTIP). The be able to decide whether to grant dividend equivalents on LTIP awards
inclusion of Health, Safety and Environment (HSE) measures in our during the vesting period for future awards and to enable the use of market
annual bonus plan for all our leadership team globally has emphasised the purchased shares for satisfaction of LTIP awards on vesting, to give
importance of this key business metric. maximum flexibility for the future.
During the last 12 months, we have been able to reward shareholders Finally, we will continue to seek to pay base salaries sensibly against the
through sustained growth in dividends, our ongoing share buyback market and to provide shareholders with as much visibility as we can for
programmes, and the £1 billion Return of Cash in July 2014. the year ahead. All executive directors’ salaries will be reviewed in January
going forward and our expectation is that most directors will be eligible for
The incentive outcomes, as presented in the Annual Remuneration pay awards in line with our employees in the relevant market. We have
Report on pages 59 to 76, reflect achievement against these key typically appointed new executive directors at pay levels below the market
performance factors. rate and then moved their pay up to reflect experience and performance
in the role. Dominic Blakemore was appointed as Group Finance Director
in February 2012 and this was his first role as a PLC finance director.
Dominic has performed very well and so his pay was increased by 9.4% in
January 2014. We anticipate a further increment of 14.3% in his pay will

be needed in January 2015 to reflect his role and performance and to align
his pay better with that of his peers.

CONCLUSION
The principles underlying our executive remuneration philosophy remain
unchanged, namely a moderate approach, which enables our executives’
remuneration to reflect business performance. We believe that the
proposed changes will align our executives’ total opportunity with the
FTSE 50, where Compass now clearly sits, but remain in line with our
overall modest approach, given the size, international reach and
performance of the business. The Committee’s intent is that this revised
policy will be in place for at least three years and that shareholders will
vote on it and the accompanying changes in the LTIP rules at the AGM
next February.
I have joined Compass at an exciting time. I believe that our modified
approach to certain elements of executive remuneration will be in the
long term interests of the Company and shareholders, and I look forward
to participating in the implementation of our remuneration strategy for
the future.
I recommend the following Governance Summary, Policy Report and
Annual Remuneration Report to shareholders.
CAROL ARROWSMITH
Chairman of the Remuneration Committee
26 November 2014

Strategic report
GOVERNANCE SUMMARY • regular reviews of performance under Group-wide share plans
and approval of any discretionary matters for individuals below
THE COMMITTEE executive director level
The Board sets the Company’s Remuneration Policy and the • consideration of the treatment of awards under the Company’s
Remuneration Committee (the Committee) is responsible, within the share schemes in relation to the Return of Cash and Share
authority delegated by the Board, for determining specific remuneration Capital Consolidation which completed in July 2014
packages and the terms and conditions of employment for the members • agreement to the replacement of future option awards to the wider
of the Executive Board, which comprises the executive directors and leadership team across the Group by grants under the LTIP
other senior executives. The Committee ensures that the members of • approved shareholder engagement programme for 2014 and
the Executive Board are provided with the appropriate incentives to reviewed the draft DRR for 2013-2014
enhance the Group’s performance and to reward them for their • determination of the remuneration packages for the executive
personal contribution to the success of the business. The Committee directors and the Chairman
reviews the remuneration arrangements for Group employees whose • annual review of Terms of Reference for the Committee
salaries exceed a specified level and administers the Company’s share
incentive plans. The Committee also determines the Chairman’s STRUCTURE AND CONTENT OF DRR
remuneration, although the Board itself determines the level of fees paid As for last year, this DRR has been prepared on behalf of the Board by
to the non-executive directors. No directors are involved in determining the Committee in accordance with the requirements of the Companies
their own remuneration. The Committee maintains an active dialogue Act 2006 and the Large and Medium-sized Companies and Groups
with shareholder representatives and its full Terms of Reference are set (Accounts and Reports) (Amendment) Regulations 2013 (Regulations).
out on the Company’s website at www.compass-group.com. Because our financial reporting period ends on 30 September, we were
The Committee consists entirely of independent non-executive one of the first companies last year to prepare the DRR in accordance
directors, as defined in the UK Corporate Governance Code (the with the new Regulations, while best practice was still emerging. With

Code). On 1 June 2014, Carol Arrowsmith succeeded Sir Ian this in mind we indicated our intention to submit our Remuneration
Robinson as Chairman of the Committee. During the year, the Policy for approval again this year, in order to take account of any
Committee comprised the following non-executive directors: issues emerging from our consultations with shareholders and to reflect
any changes or developments as necessary, with the intent that the
Carol Arrowsmith (Chairman from 1 June 2014) Policy should then apply for three years. To the extent that changes
John Bason have been made since last year, these are highlighted clearly in the
Susan Murray preceding Annual Statement and within the Policy Report itself. The
Don Robert next two sections of the DRR cover the following matters:
Sir Ian Robinson (Chairman to 1 June 2014)
• the Company’s intended Remuneration Policy from 5 February 2015
Biographical details of the current members of the Committee are set for the next three years, including each of the components of
out on pages 46 and 47. The General Counsel and Company Secretary directors’ remuneration (the Policy Report)
acts as the Secretary to the Committee. The Committee met on four • how last year’s policy (approved by shareholders at the AGM
occasions during the year and attendance details are shown in the table held on 6 February 2014) was implemented in the year ended

on page 51. Details of advisers to the Committee can be found on page 75. 30 September 2014 (the Annual Remuneration Report)
SUMMARY OF COMMITTEE ACTIVITY DURING THE YEAR The information set out on pages 59 to 76 of this DRR represents the
The key activities of the Committee during the year ended auditable disclosures referred to in the auditor’s report on pages 79 and
30 September 2014 were: 80 as specified by the UK Listing Authority and the Regulations, save
for the total shareholder return graph, Group Chief Executive’s
• a review of the draft Directors’ Remuneration Report (DRR) for
remuneration history and remuneration percentage change tables,
2012-2013 following consultation with major shareholders and a
spend on pay table, details of advice provided to the Committee and
review of the 2013 AGM voting results
statement of shareholder voting.
• determination of the extent to which the performance measures
for the long term incentive and bonus plans were achieved
(including the treatment of the exceptional costs of the European
SHAREHOLDER ENGAGEMENT
The voting outcome at the 6 February 2014 AGM in respect of the
restructuring programme) as well as approving the changed
DRR for the year ended 30 September 2013 is set out on page 76 and
performance criteria for the LTIP, following consultation with,
reflected very strong individual and institutional shareholder support.
and approval by, shareholders
During September 2014, major shareholders were consulted regarding
• annual review of directors’ share ownership against the
changes to the Remuneration Policy to take effect following approval
Company’s agreed policy and guidelines

by shareholders. Shareholders will be invited to approve both our
• review of salary proposals for the Executive Board effective from
Remuneration Policy for the year ending 30 September 2015 and beyond
1 January 2014
(which will be a binding vote) and the Annual Remuneration Report for
• determination of proposed bonus targets for 2013-2014
the year ended 30 September 2014 (which will be a non-binding advisory
• determination of proposed targets under the LTIP and other
vote), at the Company’s AGM on 5 February 2015.
incentive schemes operating below executive management level
for 2013-2014 The Committee will continue to be mindful of the concerns of
• review of the Company’s remuneration practice to ensure that shareholders and other stakeholders, and welcomes shareholder
the overall remuneration structure continues to promote the feedback on any issue related to executive remuneration.
Company’s long term business strategy

REMUNERATION POLICY within the Group and is sensitive to these, to prevailing market and
economic conditions and to governance trends when assessing the level
REMUNERATION POLICY AND COMPONENTS of salaries and remuneration packages of executive directors and other
The Committee reviews the Company’s remuneration philosophy members of the Executive Board.
and structure to ensure that remuneration supports the Company’s The total remuneration package links corporate and individual
strategic objectives, is in line with best practice and can fairly reward performance with an appropriate balance between short and long term
individuals for the contribution that they make to the business. In elements, and fixed and variable components. The Policy is designed
doing this we have regard to the size and complexity of the Group’s to incentivise executives to meet the Company’s key objectives, such
operations and the need to motivate and attract employees of the that a significant portion of total remuneration is performance related,
highest calibre. based on a mixture of internal targets linked to the Company’s key
We have tried to develop our policy to maintain stability in the business drivers (which can be measured, understood and accepted
executive team and to ensure appropriate positioning against our by both executives and shareholders (with whom we consulted during
comparator groups. Overall, we believe that our policy (the Policy) the year)) and appropriate external comparator groups.
is now structured so that the executive directors are fairly rewarded, The Committee considers that the targets set for the different
with the aim to keep reward at or around median, in line with components of performance related remuneration are both appropriate
appropriate benchmarks for the markets in which the Company and sufficiently demanding in the context of the business environment
operates. We consider our approach to be moderate and that it will and the challenges with which the Group is faced as well as complying
stand the test of time. with the provisions of the Code.
The Group has more than 500,000 employees in over 50 different The Committee has the discretion to amend certain aspects of the Policy
jurisdictions which means that formal consultation with employees in in exceptional circumstances (as detailed below) when considered to be
respect of remuneration is impracticable. However, the Committee in the best interests of shareholders. Should such discretion be used, this
considers general pay and employment conditions of all employees will be explained and reported in the DRR for the following year.
COMPONENT PARTS OF THE REMUNERATION PACKAGE

The key components of executive directors’ remuneration for the period from 5 February 2015 and beyond (the Policy Period) are
summarised below:
Component and link to strategy Operation of the component Maximum opportunity Performance measures
BASE SALARY Base salaries are reviewed annually with any Whilst there is no prescribed None.
Reflects the individual’s increases normally taking effect on 1 January formulaic maximum, any increases
role, experience and of each year. Salaries are appropriately will take into account prevailing
contribution. Set at levels to benchmarked and reflect the role, job size and market and economic conditions
attract and retain individuals responsibility as well as the performance and and the approach to employee pay
of the calibre required to effectiveness of the individual. throughout the organisation.
lead the business.
Significant increases may occur
when an executive director
progresses in the role; gains
substantially in experience; there
is a significant increase in the
scale of the role; has been
recruited on a salary below the
market median.
Where changes in responsibilities
or significant variances to the
market exist, these will be
appropriately explained.

Strategic report
BENEFITS AND PENSION Benefits include, but are not limited to, The cost of providing these None.
To provide a competitive healthcare insurance for executive directors and benefits can vary in accordance
level of benefits. their dependants, limited financial advice, life with market conditions, which
assurance and car benefit. will, therefore, determine the
maximum value.
These are offered to executive directors as part
of a competitive remuneration package. For the Company’s defined
contribution pension scheme or
Executive directors are invited to participate
cash allowance, the maximum
in the Company’s defined contribution pension
annual contribution is 35% of
scheme or to take a cash allowance in lieu
base salary.
of pension entitlement.
ANNUAL BONUS The annual bonus is earned by the achievement The target award for executive Performance is measured
Incentivise and reward of one year performance targets set by the directors (excluding the Group over the financial year.
the achievement of Committee at the start of each financial year Chief Executive) is 75% of base Performance measures
stretching one year key and is delivered in cash. salary, with a further maximum of are determined by the
performance targets set by 75% of base salary available for Committee each year and
The Committee retains the discretion to adjust
the Committee at the start enhanced performance. 0% of the may vary to ensure that they
the bonus outcomes to ensure that they reflect
of each financial year. bonus pays out for below threshold promote the Company’s long
underlying business performance. In particular,
performance but increases on a term business strategy and
adjustments may be made for acquisitions and
straight line basis to target payout. shareholder value.
disposals. Bonus measures dependent on
Adjusted Free Cash Flow (AFCF) are subject to Following consultation with major The bonus measures and
the caveat that AFCF should not be affected by shareholders in 2014, and subject their percentage weightings
Board approved capital expenditure or other to shareholder approval at the AGM may vary, depending upon
special or irregular timing differences. to be held on 5 February 2015, it a director’s area of
is proposed that the target award responsibility.

A supplementary financial underpin also
for the Group Chief Executive is
applies such that the amount payable pursuant Bonus measures may
100% of base salary, with a further
to the achievement of the non-PBIT measures include, but are not limited
maximum of 100% for enhanced
may not exceed the on-target payment unless to, profit, revenue and
performance. 0% of the bonus
the threshold Group PBIT measure has cash flow metrics. Strategic
pays out for below threshold
been achieved. KPIs may also be chosen.
performance but increases on a
However, the overall
The annual bonus is subject to malus and/or straight line basis to target payout.
metrics would always be
clawback in the event of discovery of a
substantially weighted to
material misstatement in the accounts or in
financial performance
the assessment of a relevant performance
measures.
condition or where the action or conduct of
a participant amounts to fraud or serious Annual bonus targets are
misconduct or has a detrimental impact on set with reference to
the reputation of the Group. internal budgets and analyst
consensus forecasts, with
maximum payout requiring

performance well ahead
of budget.
Details of the specific
measures applying to each
element of the bonus for the
year being reported on and
the following financial year
are shown in the Annual
Remuneration Report on
pages 70 and 71.

LONG TERM INCENTIVE PLAN (LTIP) An annual conditional award of ordinary shares Following consultation with major Performance is measured
Incentivise and reward in the capital of the Company which may be shareholders, and subject to over three financial years.
executive directors for the earned after a single three year performance shareholder approval at the AGM
Performance measures are
delivery of longer term period, based on the achievement of stretching to be held on 5 February 2015,
AFCF, improvement in
financial performance and performance conditions. awards may be made with the
ROCE and TSR, each
shareholder value. following maximum levels:
Calculations of the achievement of the targets measure applying to one
Share based to provide are independently performed and are approved • Group Chief Executive: 250% third of an award.
alignment with shareholder by the Committee. In order to ensure continued • Other executive directors: 200%
Relative TSR is measured
interests. alignment between executive directors’ and
For performance measures relative to the companies
shareholders’ interests, the Committee also
other than TSR, 0% of the comprising the TSR
ADJUSTED FREE CASH FLOW reviews the underlying financial performance
award vests for below threshold comparator group at the
(AFCF) of the Group and retains its discretion to adjust
performance, increasing to 50% start of the period (the
The generation of cash is vesting if it considers that performance is
vesting on a straight line basis constituent members of
fundamental to the ongoing unsatisfactory.
for achievement of on target the FTSE 100, excluding
success of the Group and the
Subject to shareholder approval at the AGM on performance, increasing to financial services
use of AFCF as an LTIP
5 February 2015, in respect of awards made maximum vesting on a straight companies).
performance measure
from 2014-2015 onwards, executive directors line basis for achievement of
directly aligns to this. For awards made prior to
will be required to hold vested LTIP shares (net maximum performance.
7 February 2013, 50% of
of any shares sold to meet tax and social security
RETURN ON CAPITAL EMPLOYED The element of an award based on any award was based on
liabilities) for a period of two years post vesting.
(ROCE) relative TSR will vest in full for top AFCF over the three year
In parallel, ROCE supports Dividend equivalents may be accrued on the quartile performance achievement performance period and
the strategic focus on shares earned from any awards after the and 25% of that element of the 50% on the Company’s
growth and margins through 2015 AGM. award will vest if performance is at TSR over the same period
ensuring that cash is the median. Awards will vest on a relative to the companies
Malus and clawback rules operate in respect
reinvested to generate straight line basis between median comprising the TSR
of the LTIP. The Committee may decide at any
appropriate returns. and top quartile performance comparator group at the
time before an award vests, or for a period of
achievement. No shares will be start of the relevant period.
three years after an award vests, that any
RELATIVE TOTAL SHAREHOLDER released for this element of an
participant will be subject to malus and/or LTIP targets are set with
RETURN (TSR) award if the Company’s TSR
clawback in the event of discovery of a material reference to internal
The third performance performance is below the median.
misstatement in the accounts or in the budgets and analysts’
measure of TSR provides
assessment of a relevant performance consensus forecasts, with
direct alignment between
condition, or where the action or conduct maximum payment requiring
the interests of executive
of a participant amounts to fraud or serious performance well ahead
directors and shareholders.
misconduct or has a detrimental impact on of budget.
the reputation of the Group.
Details of the targets for
Awards are delivered in shares. However, the LTIP awards vesting and
rules contain excepted provisions to deliver value granted are set out as
in cash if necessary (for example, because of required in the Annual
securities laws), subject to the discretion of the Remuneration Report
Committee, determined at any time up to on pages 72 and 73.
their release.
In the event of a change of control, any
unvested awards will vest immediately, subject
to satisfaction of performance conditions and
reduction on a time apportioned basis.
NOTES TO THE REMUNERATION POLICY TABLE – CHANGES FROM PRIOR REMUNERATION POLICY
• The Group Chief Executive’s annual bonus and LTIP opportunity have been increased to 200% (previously 150%) and 250% (previously
200%) of base salary respectively
• LTIP awards for the other executive directors have been increased to 200% (previously 150%) of salary
• The changes in incentive levels are proposed in order to maintain suitably competitive levels of remuneration for the senior executive
population and following consultation with our largest shareholders
• In addition, a two year holding period has been introduced into the LTIP which commences at the end of the three year vesting period.
This has been introduced to further strengthen the long term alignment of the executives’ remuneration packages with shareholders.
It also helps facilitate malus and clawback if required
The executive directors’ Remuneration Policy differs from that of other members of the Executive Board solely in respect of quantum of the
various components and remuneration. Members of the wider leadership team receive each of the components of remuneration awarded
to the executive directors. The wider employee population of the Group will receive remuneration that is considered to be appropriate in relation
to their geographic location, level of responsibility and performance.

Strategic report
CLOSED INCENTIVE PLANS SHARE OWNERSHIP GUIDELINES
The LTIP described in the table on page 64 is the primary form of In order that their interests are linked with those of shareholders,
equity incentive for executive directors. There are no outstanding directors are expected to build up and maintain a personal
awards to executive directors made prior to 2010 under the former shareholding in the Company.
long term incentive plan being The Compass Group Long Term
Under the guidelines, the Group Chief Executive is required to hold
Incentive Plan.
a personal shareholding equal to the value of twice his base salary.
Other executive directors are required to hold a personal shareholding
DILUTION LIMITS equal to the value of one and a half times their base salary, and
All of the Company’s equity based incentive plans incorporate members of the Executive Board equal to the value of their base salary.
the current ABI Guidelines (Guidelines) issued by the Investment Non-executive directors are required to hold a personal shareholding
Management Association on headroom which provide that overall
equal to the value of their base fee.
dilution under all plans should not exceed 10% over a 10 year period
in relation to the Company’s issued share capital (or reissue of For executive directors, the guideline shareholding may be achieved
treasury shares), with a further limitation of 5% in any 10 year by retaining shares received as a result of participating in the
period for executive plans. Company’s share plans. The guidance specifically excludes the need
to make a personal investment should awards not vest. Non-executive
The Committee monitors the position regularly and prior to the directors are expected to purchase shares equating to a minimum value
making of any award, to ensure that the Company remains within of one third of their net of tax fee each year until the guideline is met.
these limits. Any awards which are required to be satisfied by market The required level of shareholding is expected to be achieved within
purchased shares are excluded from such calculations. No treasury a four year period, commencing on 1 October 2010 or on date of
shares were held or utilised in the year ended 30 September 2014. appointment, if later.
As at 30 September 2014, the Company’s headroom position, If the guideline is not met within this timeframe, then the Committee
which remains within current Guidelines, was as shown in the

will discuss with the director a plan to ensure that the guideline is met
charts below: over an acceptable timeframe. The granting of future LTIP awards to
an executive director will be conditional upon reaching the appropriate
10% IN 10 YEARS 5% IN 10 YEARS threshold in the required timeframe.
Details of the interests of directors in shares and equity incentives are
4
3 set out on page 75 together with the extent to which each of the
3 1 directors has complied with the guidelines as at 30 September 2014.
1
2

1. HEADROOM............................................ 5.49% 1. HEADROOM............................................ 1.53%
2. DISCRETIONARY OPTIONS..................... 2.40% 2. DISCRETIONARY OPTIONS..................... 2.40%
3. LTIP......................................................... 1.07% 3. LTIP......................................................... 1.07%
4. ALL-EMPLOYEE...................................... 1.04%

ILLUSTRATIONS OF THE APPLICATION OF OUR Each bar gives an indication of the minimum amount of remuneration
REMUNERATION POLICY payable, remuneration payable at target performance and
The value and composition of the executive directors’ remuneration remuneration payable at maximum performance to each director
packages for the year ending 30 September 2015 at below threshold, under the Policy.
threshold (par or target) and maximum scenarios under the Policy to Each of the bars is broken down to show how the total under each
be voted upon at the forthcoming AGM are set out in the charts below. scenario is made up of fixed elements of remuneration, the annual
The graphs show an estimate of the remuneration that could bonus and the LTIP.
be received by executive directors under the Policy set out in
this Report.
RICHARD COUSINS DOMINIC BLAKEMORE

ILLUSTRATION OF PACKAGE ILLUSTRATION OF PACKAGE
Maximum 24% 34% 42% TOTAL £5.9M Maximum 28% 31% 41% TOTAL £2.6M
Target 37% 27% 36% TOTAL £3.7M Target 43% 23% 34% TOTAL £1.7M
Minimum 100% TOTAL £1.4M Minimum 100% TOTAL £0.7M
0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 5.5 6.0 0.0 0.5 1.0 1.5 2.0 2.5 3.0
GARY GREEN1 ANDREW MARTIN

ILLUSTRATION OF PACKAGE ILLUSTRATION OF PACKAGE
Maximum 29% 30% 41% TOTAL £3.6M Maximum 29% 30% 41% TOTAL £3.2M
Target 44% 23% 33% TOTAL £2.3M Target 44% 23% 33% TOTAL £2.1M
Minimum 100% TOTAL £1.0M Minimum 100% TOTAL £0.9M
0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5
FIXED ELEMENTS OF REMUNERATION ANNUAL BONUS LONG TERM INCENTIVE PLAN
The scenarios in the above graphs are defined as follows:

Minimum Target performance Maximum performance
FIXED ELEMENTS OF REMUNERATION • Base Salary as at 30 September 2014

• Estimated value of benefits provided under the remuneration policy
• Cash supplement in lieu of pension of 35% of basic salary
ANNUAL BONUS 0% 50% 100%

(payout as a % maximum opportunity)
LONG TERM INCENTIVE PLAN 0% 54%2 100%

(vesting as a % maximum opportunity)
1 Note that Gary Green’s elements of pay are converted into sterling at an exchange rate of US$1.6579/£1.
2 Based on AFCF and ROCE performance measures vesting at 50% of maximum and the TSR measure paying out at 62.5% of maximum (midway between threshold and
maximum payout).

Strategic report
APPROACH TO RECRUITMENT REMUNERATION EXECUTIVE DIRECTORS’ SERVICE AGREEMENTS
The Committee will apply the same remuneration policy during the It is the Company’s policy that executive directors have rolling
Policy Period as that which applies to existing executive directors when service contracts.
considering the recruitment of a new executive director in respect of all
The current executive directors’ service contracts contain the key
elements of remuneration, that is: salary, benefits, pension and short
terms shown in the table below:
term and long term incentives. It is envisaged that the maximum level
of variable remuneration which may be granted to a new executive SERVICE CONTRACT KEY TERMS BY PROVISION
director would be within plan rules and identical to the intended policy Provision Detailed terms
maximum opportunity for existing executive directors and the Group REMUNERATION • Base salary, pension and benefits
Chief Executive. If shareholders approve the recommended new • Company car or cash allowance
maximum awards permissible under the LTIP, this would be 200% • Private health insurance for director and dependants
and 250% of base salary in respect of the bonus and LTIP opportunity • Life assurance
• Financial planning advice
per annum respectively. However, in exceptional circumstances, the • 25 days’ paid annual leave
rules allow for a maximum of 400% of base salary to be utilised for the • Participation in annual bonus plan, subject to plan
LTIP opportunity. rules
• Participation in LTIP, subject to plan rules
Other arrangements may be established specifically to facilitate CHANGE OF • No special contractual provisions apply in the event of
recruitment of a particular individual, albeit that any such CONTROL a change of control
arrangement would be made within the context of minimising the cost NOTICE PERIOD • 12 months’ notice from the Company
to the Company. The policy for the recruitment of executive directors • 6 months’ notice from the director (12 months’ from
during the Policy Period includes the opportunity to provide a level of Richard Cousins)
compensation for forfeiture of bonus entitlements and/or unvested long TERMINATION Payment in lieu of notice equal to:
PAYMENT
term incentive awards from an existing employer, if any, and the • 12 months’ base salary

additional provision of benefits in kind, pensions and other allowances, • Pension supplement
• 10% of base salary in respect of benefits
such as relocation, education and tax equalisation, as may be required
in order to achieve a successful recruitment. Any arrangement All of the above would be paid in monthly instalments,
subject to an obligation on the part of the director to
established specifically to facilitate recruitment of a particular
mitigate his loss such that payments will either reduce,
individual would be intended to be of comparable commercial value or cease completely, in the event that the director gains
and capped as appropriate. The quantum, form and structure of any new employment/remuneration
buyout arrangement will be determined by the Committee taking into RESTRICTIVE • During employment and for 12 months after leaving
account the terms of the previous arrangement being forfeited. The COVENANTS
buyout may be structured as an award of cash or shares. However, the
Committee will normally have a preference for replacement awards to The historic policy on the payment of bonus on termination, which was
be made in the form of shares, deliverable no earlier than the previous in place prior to June 2008, was the provision of a payment, at par or
awards. Where an executive director is appointed from either within target, of bonus in respect of the notice period, where the Company
the Company or following corporate activity/reorganisation, the exercised its right to make a payment in lieu of notice. Messrs Cousins,
Green and Martin’s service contracts are based on this historic policy.

normal policy would be to honour any legacy arrangements in line
with the original terms and conditions. After careful consideration, the Committee concluded that it would not
be in shareholders’ interests to migrate such contracts onto the policy
The policy on the recruitment of new non-executive directors during in place since June 2008. Dominic Blakemore’s service contract fully
the Policy Period would be to apply the same remuneration elements as complies with the policy in effect from June 2008. All executive
for the existing non-executive directors. It is not intended that variable directors’ service contracts impose a clear obligation to mitigate such
pay, day rates or benefits in kind be offered, although in exceptional payment should departing executive directors take on new employment
circumstances such remuneration may be required in currently or receive alternative remuneration. The Committee believes the
unforeseen circumstances. obligation to mitigate adequately addresses the issue.
The Committee will include in future Annual Reports details of the All of the executive directors’ service contracts were entered into before
implementation of the Policy as utilised during the Policy Period in 27 June 2012 and have not been modified or renewed on or after that
respect of any such recruitment to the Board. date. As such, remuneration payments or payments for loss of office that
are required to be made under them are not required to be (but are)
consistent with the Policy.
Whilst unvested awards will normally lapse, the Committee may
in its absolute discretion allow for awards to continue until the normal
vesting date and be satisfied, subject to achievement of the attendant
performance conditions. In such circumstances, awards vesting will
normally be prorated on a time apportioned basis, unless the
Committee determines otherwise.

Any such discretion in respect of leavers would only be applied by Subject to a cap on the maximum amount of fees payable to any
the Committee to ‘good leavers’ where it considers that continued non-executive director of £125,000 per annum, an additional fee of
participation is justified, for example, by reference to prior £22,000 per annum is payable where a non-executive director acts as
performance to the date of leaving. The malus and clawback Chairman of either the Audit or Remuneration Committee and
provisions would continue to apply in the event that such discretion £12,000 is payable to the Chairman of the Corporate Responsibility
was exercised. Committee. An additional fee of £27,000 per annum is also payable
for the director nominated as Senior Independent Director. None of
Service contracts outline the components of remuneration paid to the
these additional fees have been increased with effect from 1 October
individual but do not prescribe how remuneration levels may be
2014. Non-executive directors are not eligible for pension scheme
adjusted from year to year.
membership, bonus, incentive arrangements or other benefits, save
The senior executives who are members of the Executive Board, and reimbursement of travel costs.
who are referred to in note 3 to the consolidated financial statements
Non-executive directors have letters of engagement setting out their
on page 97, have similar service contracts.
duties and the time commitment expected. They are appointed for an
The executive directors have served on the Board for the periods initial period of three years, after which the appointment is renewable
shown below and have service agreements dated as follows: at three year intervals by mutual consent. In accordance with the
Length of Board Code, all directors offer themselves for annual re-election by
service as at shareholders. Details of non-executive directors’ appointments, which
Date of contract 30 Sep 2014
are terminable without compensation, are set out in the table below,
Dominic Blakemore 12 December 2011 2 years, 7 months
together with the dates on which their appointments have been
Richard Cousins 22 November 2007 8 years, 5 months
Gary Green 27 November 2007 7 years, 9 months
formally revised:
Andrew Martin 27 November 2007 10 years, 6 months Total length of
Original date of Letter of service as at
Non-executive director appointment engagement 30 Sep 2014
CHAIRMAN Carol Arrowsmith 1 Jun 2014 14 May 2014 4 months

The fee for the Chairman is reviewed annually by the Committee with John Bason 21 Jun 2011 10 May 2011 3 years,
any increase taking effect on 1 July. In addition to his annual fee, the 7 May 2014* 3 months
Chairman is paid a cash sum in lieu of provision by the Company of a Susan Murray 11 Oct 2007 11 Oct 2007 7 years
car and chauffeur for use on Company business. The Chairman is not 16 Mar 2010*
8 May 2013*
entitled to any benefits in kind and is not eligible for pension scheme
membership, bonus or incentive arrangements. The Chairman’s Don Robert 8 May 2009 8 May 2009 5 years,
8 May 2012* 5 months
appointment is terminable without compensation on six months’ notice
Sir Ian Robinson 1 Dec 2006 1 Dec 2006 7 years,
from either side.
21 Sep 2009* 10 months
14 Nov 2012*
NON-EXECUTIVE DIRECTORS’ REMUNERATION
The fees for the non-executive directors are reviewed and determined * Date on which appointment was formally revised.
by the Board each year to reflect appropriate market conditions.
No increase was effected during the year under review. Following
a benchmarking exercise carried out during the year, it was considered
that an increase of 3.7% to the level of base fees for non-executive
directors was appropriate for the year beginning 1 October 2014.
This is the first increase to non-executive director base fees since
2010. The fees for the year ending 30 September 2015 now comprise
a base fee of £84,000 per annum which includes membership
of the Audit, Corporate Responsibility, Nomination and
Remuneration Committees.

Strategic report
ANNUAL REMUNERATION REPORT PERCENTAGE CHANGE IN REMUNERATION
OF GROUP CHIEF EXECUTIVE
REMUNERATION IN DETAIL FOR THE YEAR ENDED In the year ended 30 September 2014, Mr Cousins received 0.41%
30 SEPTEMBER 2014 salary and 6.45% bonus more than the equivalent amounts for the year
TOTAL SHAREHOLDER RETURN (TSR) ended 30 September 2013. He received 4.55% less in taxable benefits in
The performance graph below shows the Company’s TSR 2013-2014 than in the previous year. The average percentage increases
performance against the performance of the FTSE 100 over the six for all full-time equivalent employees based in the UK were 1.3%, 72%
year period to 30 September 2014. The FTSE 100 Index has been and 4.3% respectively. The UK employee workforce was chosen as the
chosen as a broad equity market index of which the Company has been most suitable comparator group as Mr Cousins is based in the UK and
a constituent member throughout the period. pay changes across the Group vary widely depending on local market
conditions. However, the nature of Mr Cousins’ global role and
responsibilities makes meaningful comparisons with any group of
TOTAL RETURN INDICES – COMPASS V FTSE 100 employees difficult and due caution should be exercised in this regard.
(SEPTEMBER)
400 RELATIVE IMPORTANCE OF SPEND ON PAY

The following table sets out the amounts paid in share buybacks,
dividends and total employee costs for the years ended 30 September
300 2013 and 2014.
2014 2013 Change
Dispersals £m £m %
200 Share buybacks1 280 446 (37.2)

Dividends paid2 444 404 9.9

Return of Cash3 1,000 Nil n/a
Total employee costs4 7,794 8,131 (4.1)
100
2008 2009 2010 2011 2012 2013 2014 1 56.3 million shares were repurchased during the year ended 30 September 2013
—— Compass —— FTSE 100 in completion of the £500 million buyback and under the £400 million buyback
announced on 21 November 2012. 11.3 million shares were repurchased during
the year ended 30 September 2014 in completion of the £400 million buyback
programme announced on 21 November 2012 and 18.2 million shares were
repurchased during the year ended 30 September 2014 under the £500 million
PAY FOR PERFORMANCE buyback announced on 27 November 2013.
2 The total dividend paid during the year ended 30 September 2013 was £404 million
The Committee believes that the current and proposed executive and share capital in issue on that date was 1,804 million ordinary shares. The total
director remuneration policy and the supporting reward structure dividend paid during the year ended 30 September 2014 was £444 million and
provide a clear alignment with the strategic objectives and share capital in issue on that date was 1,674 million ordinary shares. The full year
dividend per ordinary share for the year ended 30 September 2014 increased
performance of the Company. To maintain this relationship, the by 10.5%.
Committee constantly reviews the business priorities and the 3 The Company returned £1 billion to shareholders in July 2014, accompanied by a
share capital consolidation, comprising a return of 56 pence per ordinary share prior
environment in which the Company operates. The table below shows

to such consolidation.
Richard Cousins’ total remuneration over the last six years and his 4 Total employee costs for continuing and discontinued operations, includes wages
achieved annual variable and long term incentive pay awards as a and salaries, social security costs, share-based payments and pension costs for all
employees, including directors. The figure for 2013 included £59 million of
percentage of the plan maxima. exceptional costs. Total salary costs in Europe & Japan have decreased due to a
Annual variable restructuring programme. The average number of employees, including directors
element: Award LTIP vesting and part-time employees in continuing and discontinued operations, was 514,718
Single figure payout against rates against (2014) and 506,699 (2013).
of total maximum maximum
remuneration opportunity opportunity
Richard Cousins £000 % %
2014 6,2981 87.3 100

2013 5,5322 84.5 98.05
2012 4,8673 71.8 100
2011 4,410 75.0 100
2010 5,614 96.0 100
2009 5,268 85.0 100
1 Includes LTIP indicative vesting amount of £3.643 million.

2 LTIP indicative vesting amount of £2.960 million was disclosed in the 2013 Annual
Report. Actual gain was £2.928 million.

3 LTIP indicative vesting amount of £2.451 million was disclosed in the 2012 Annual
Report. Actual gain was £2.507 million.

DIRECTORS’ SINGLE TOTAL FIGURE OF REMUNERATION

The table below sets out in a single figure the total amount of remuneration, including each element, received by each of the executive directors for
the year ended 30 September 2014.
SINGLE TOTAL FIGURE TABLE

Taxable
Base Salary2 Benefits3 Bonus4 LTIP Pension7 Total
£000 £000 £000 £000 £000 £000
Director 2014 2013 2014 2013 2014 2013 20145 20136 2014 2013 2014 2013
Dominic Blakemore 510 480 16 16 688 608 1,217 – 179 168 2,610 1,272
Richard Cousins 970 966 42 44 1,303 1,224 3,643 2,960 340 338 6,298 5,532
Gary Green1 721 748 38 45 1,090 1,116 2,062 1,708 255 262 4,166 3,879
Andrew Martin 650 650 43 47 928 878 1,656 1,332 228 228 3,505 3,135
Total by component 2,851 2,844 139 152 4,009 3,826 8,578 6,000 1,002 996 16,579 13,818
1 Gary Green’s salary of US$1.950 million and his other emoluments are shown in sterling at an exchange rate of US$1.6579/£1 (2013: US$1.5652/£1).
2 Salary increases of 3% for Messrs Cousins and Green were implemented on 1 July 2014 and 1 January 2014 respectively. Dominic Blakemore received a salary increase of
9.4% on 1 January 2014 in recognition of his progression in the role and gain in experience.
3 Taxable benefits comprise healthcare insurance, limited financial advice, life assurance and car benefit.
4 Details of the performance measures and weighting as well as achieved results for the bonus and LTIP components are shown below.
5 LTIP 2014: Amount shown is the vesting value as at 26 November 2014 (the date of vesting) of LTIPs that have become receivable as a result of the achievement of conditions
relating to performance in the three years ended 30 September 2014, calculated in accordance with the Regulations.
6 LTIP 2013: Amount shown is indicative vesting value on 13 November 2013. The value subsequently received by Messrs Cousins, Green and Martin, based on the closing
share price on the day prior to release was £2,928,465, £1,689,922 and £1,317,798 respectively, equating to a total combined sum received of £5,936,185, or £64,000
less than the indicative value reported.
7 Pension: A supplement of 35% of base salary is paid in monthly instalments in lieu of pension participation.
The annual rate of base salaries of the executive directors for the year ended 30 September 2014 were:
Director Base Salary Effective Date Increase Reason
Dominic Blakemore £525,000 1 January 2014 9.4% Progression in the role; gain in experience
Richard Cousins £994,465 1 July 2014 3% Benchmarked v comparator group
Gary Green US$1,205,182 1 January 2014 3% Benchmarked v comparator group
Andrew Martin £650,000 1 January 2014 Nil Benchmarked v comparator group
The annual rate of base salaries of the executive directors from 1 January 2015 are:
Director Base Salary Effective Date Increase Reason
Dominic Blakemore £600,000 1 January 2015 14.3% Progression in the role; gain in experience
Richard Cousins £1,014,354 1 January 2015 2% Benchmarked v comparator group
Gary Green US$1,241,337 1 January 2015 3% Benchmarked v comparator group
Andrew Martin £669,500 1 January 2015 3% Benchmarked v comparator group
Non-executive directors receive fees only, which are shown on page 74, together with the Chairman’s fees and benefits. The aggregate total
amount of remuneration received by all directors during the year ended 30 September 2014 is shown below:
2014 2013
£000 £000
Executive directors 16,579 13,818

Chairman and non-executive directors 1,002 940
Total 17,581 14,758
2013-2014 BONUS
PERFORMANCE MEASURE OUTCOMES
The financial targets for the bonus for the year ended 30 September 2014, and the extent to which they were achieved, were as set out below.
The achievement of targets is calculated on a straight line basis between Minimum and Par (target) and between Par (target) and Maximum.
As was the case for previous years, the measurement of the achievement of the AFCF and PBIT results is based on the underlying outcome
achieved in the financial year, so that charges, such as those related to the European exceptional and goodwill impairment, are excluded.
Financial Measures1 Minimum Par (target) Maximum Achieved
PBIT2 £1,295m £1,321m £1,347m £1,353m

AFCF3 £782m £798m £814m £806m
Revenue Growth +2.5% +3.5% +4.5% +4.2%
1 Financial measures for 2013-2014 bonus purposes are all set at 2014 budget rates, not actuals.
2 PBIT is underlying profit before interest and tax.
3 AFCF is adjusted free cash flow.
HSE Improvement 2013-2014 Target 2013-2014 achieved Target achieved
Lost Time Injury Rate 5.91 4.95 Yes

Food Safety Incident Rate 0.39 0.36 Yes

Strategic report
The resultant percentages against each of the bonus measures achieved by each executive director are shown below:
Dominic Blakemore Richard Cousins Gary Green Andrew Martin

% of performance % of performance % of performance % of performance
Measure target achieved target achieved target achieved target achieved
PBIT 55/55 55/55 60/60 55/55

AFCF 11.25/15 11.25/15 – –
MAWC1 – – 15/15 15/15
ORG2 21.08/25 21.08/25 25/25 22.7/25
HSE 0/53 0/53 –4 2.5/5
Total 87.3/100 87.3/100 100/100 95.2/100
1 MAWC is 12 months average working capital balance.
2 ORG is organic revenue growth.
3 Messrs Blakemore and Cousins waived their entitlements to any bonus related to the achievement of HSE related targets to recognise that the Group had suffered two fatalities
during the year, one in South Africa and the other in Mexico, which had occurred whilst each employee had been at work.
4 HSE for the North American business is measured through PBIT.
BONUS PAYOUT
The outcome of the annual bonus for the year ended 30 September 2014 was due to the strong underlying financial performance aligned with the
delivery of the Group’s long term strategy. The table below shows the resulting payout to each executive director in such capacity:
2013-2014 bonus payment
(as % of base salary) Value of bonus
Dominic Blakemore 130.99% £687,724

Richard Cousins 130.99% £1,302,699
Gary Green 150.00% US$1,807,773

Andrew Martin 142.80% £928,200
No discretion was applied by the Committee in respect of directors’ bonuses for the year under review. The rules of the current annual bonus plan
do not include any deferment of payment of any element of the same.
2014-2015 BONUS
PERFORMANCE MEASURES
The annual bonus elements for executive directors for the year ending 30 September 2015 are:
Measure Dominic Blakemore Richard Cousins Gary Green Andrew Martin
PBIT 60%1 60%1 60%2 55%2

AFCF 15% 15% – –
MAWC – – 15%3 15%3

ORG 20%4 20%4 25%5 25%5
HSE 5% 5% –6 5%
Total 100% 100% 100% 100%
1 PBIT on a Group-wide basis.

2 PBIT split between Group PBIT and PBIT for region of responsibility (Mr Green: 5% Group / 55% Regional; Mr Martin: 5% Group / 50% Regional).
3 MAWC for region of responsibility.
4 ORG on a Group-wide basis.
5 ORG for region of responsibility.
6 HSE for the North American business is measured through PBIT.
The Committee has set the targets for the annual bonus plan for the year ended 30 September 2015 but has chosen not to disclose the details
in this Report as it is the opinion of the Committee that it may be seriously prejudicial to the interests of the Company to do so, and our major
competitors do not disclose their targets or projected forecasts. However, the specific targets and the extent to which the targets have been met
will be disclosed in next year’s Report.
LONG TERM INCENTIVE AWARDS

During the year ended 30 September 2014, executive directors received a conditional award of shares which may vest after three year
performance periods which will end on 30 September 2016, based on the achievement of stretching performance conditions. The maximum levels
achievable under these awards are set out in the table below:
LTIP award Face value of award1
Director (as a % of base salary) £000
Dominic Blakemore 150% 719

Richard Cousins 200% 1,929
Gary Green 150% 1,120
Andrew Martin 150% 974
1 Face value of award as at the date of grant on 29 November 2013 based on the market price of 921.00 pence per share on that day.

The table below sets out the performance measures for the awards:
Definition of measure Weighting
Adjusted FCF Adjusted FCF includes capital expenditure, net interest and net tax spend but excludes discontinued activities, acquisition spend,
disposal proceeds, and unusual or irregular timing differences. ¹⁄³
ROCE improvement The definition aims to measure the underlying economic performance of the Company. ROCE is calculated using constant
currency values for the underlying operating profit, net of tax at the underlying rate for the year, and after profit relating to non-controlling
interests. The capital employed figure excludes the post-employment benefit asset/liability, net of deferred tax, impaired goodwill, amortised
intangibles arising on acquisitions and the net assets relating to non-controlling interests. ¹⁄³
TSR Performance compared to that of constituent members of the FTSE 100 (excluding financial services companies). TSR is the aggregate of share
price growth and dividends paid (assuming reinvestment of those dividends in the Company’s shares during the three year performance period). ¹⁄³
In setting the performance targets, the Committee considers internal budgets and the Group’s strategic plan, market expectations and general
economic conditions. The table below shows the targets against which performance has been measured to determine the vesting of the grant of
awards for the year ended 30 September 2014 and forms part of the Policy detailed in the Policy Report on pages 62 to 68.
TARGETS FOR AWARDS VESTED IN RESPECT OF THE YEAR ENDED 30 SEPTEMBER 2014
AFCF TARGET
Level of performance Vesting % of each component AFCF
Threshold 0% £2,360m
Maximum 100% £2,478m
TSR TARGET
Level of performance Vesting % of each component
Below Median 0%
Median 25%
Upper Quartile 100%
The table below shows the targets against which performance will be measured to determine the vesting of the grant of awards for the year ending
30 September 2015 and forms part of the Policy detailed in the Policy Report on pages 62 to 68.
TARGETS FOR AWARDS PROPOSED TO BE MADE IN THE YEAR ENDING 30 SEPTEMBER 2015
AFCF AND ROCE TARGETS
Level of performance Vesting % of each component AFCF ROCE
Threshold 0% £2,231m 19.0%

Par (target) 50% £2,348m 19.9%
Maximum 100% £2,465m 20.4%
TSR TARGET
Level of performance Vesting % of each component
Below Median 0%
Median 25%
Upper Quartile 100%
Such awards are proposed to be made after the AGM on 5 February 2015.
The vesting of the shares under each performance condition is independent. Therefore, the total vesting amount is based on the relevant percentage
achievement for each performance measure.
Awards vest on a straight line basis between threshold and par and between par and maximum. If performance under a component does not reach
the threshold level, vesting for that component will be nil. At the end of the performance period, the Committee will review the underlying financial
performance of the Company and retain its discretion to adjust vesting if it considers that financial performance is unsatisfactory.
The Committee will review annually whether the measures and targets described above remain appropriate and challenging. Calculations of the
achievement of the targets will be independently performed and approved by the Committee. The Committee will retain discretion to adjust for
material events which occur during the performance period and will make full and clear disclosure of any such adjustments in the DRR, together
with details of the achieved AFCF, ROCE and TSR performance, as determined by the above definitions, at the end of the performance period.
LONG TERM INCENTIVE PLAN PERFORMANCE

As the AFCF and TSR performance measures were achieved in full at the end of the three year performance period, the LTIP awards made during
the 2011-2012 financial year vested at 100%. Shares will be delivered to individuals following the release of the preliminary results for the year
ended 30 September 2014. In this context, the European exceptional charge that was announced in the year ending 30 September 2012 impacted
the outcome of the AFCF element of the award, as did the interest that was paid on the additional funding that was assumed by the Company in
connection with the Return of Cash. As these charges were determined to be in the best interests of shareholders, but their impact on AFCF was
outside the control of management, the Committee decided to adjust the original AFCF targets to exclude the impact of these two matters as they
both arose well after the award of the 2011-2012 LTIP had been made and each has produced significant returns for shareholders.

Strategic report
2011-2012 LTIP PERFORMANCE PERIOD ENDED 30 SEPTEMBER 2014 AND VESTED 26 NOVEMBER 2014
Performance conditions
Value of shares
TSR % vested AFCF % vested Number of Number of on vesting date
Director on maturity1 on maturity shares awarded shares vested £000
Dominic Blakemore 100% 100% 114,832 114,832 1,217

Richard Cousins 100% 100% 343,720 343,720 3,643
Gary Green 100% 100% 194,516 194,516 2,062
Andrew Martin 100% 100% 156,186 156,186 1,656
1 TSR ranking was 12th in its comparator group.
The table below sets out the percentage of each LTIP award made to executive directors within the last five years which has vested and the
percentage of each extant award, had it vested on 30 September 2014:
TSR % vested on maturity or ROCE % vested AFCF % vested
Year of award Maturity date Performance conditions indicative vesting percentage on maturity on maturity
2009-2010 1 Oct 2012 TSR/AFCF 100% n/a 100%

2010-2011 1 Oct 2013 TSR/AFCF 96.1% n/a 100%
2011-2012 1 Oct 2014 TSR/AFCF 100% n/a 100%
2012-2013 1 Oct 2015 TSR/AFCF/ROCE 100% (after 24 months) 55% (after 24 months) 73% (after 24 months)
2013-2014 1 Oct 2016 TSR/AFCF/ROCE 87.5% (after 12 months) 50% (after 12 months) 21% (after 12 months)
AFCF targets for each of the last three years are shown within note 25 to the consolidated financial statements on pages 126 to 130.

EXTANT EQUITY INCENTIVE AWARDS HELD BY EXECUTIVE DIRECTORS
Details of all existing equity incentive awards as at the date of this Report, including the awards conditionally made under the long term incentive
plans to the executive directors in office during the year ended 30 September 2014, are shown in the table below. None of the executive directors
hold any extant award under any previously operated share option scheme:
LTIP
As at Awarded during Released during Lapsed during As at Market price
30 Sep 2013: the year: the year: the year: 30 Sep 2014: at date
number of number of number of number of number of of award: Date of Maturity
Director shares shares shares shares shares pence award date
Dominic Blakemore 114,832 – – – 114,832 624.50 17 May 2012 1 Oct 2014

92,664 – – – 92,664 775.00 12 Feb 2013 1 Oct 2015
– 78,090 – – 78,090 926.00 2 Dec 2013 1 Oct 2016
Total 207,496 78,090 – – 285,586
Richard Cousins 321,678 – 315,405 6,273 – 548.00 25 Nov 2010 1 Oct 2013

343,720 – – – 343,720 551.00 25 Nov 2011 1 Oct 2014
248,517 – – – 248,517 775.00 12 Feb 2013 1 Oct 2015
– 209,436 – – 209,436 926.00 2 Dec 2013 1 Oct 2016
Total 913,915 209,436 315,405 6,273 801,673
Gary Green 185,630 – 182,010 3,620 – 548.00 25 Nov 2010 1 Oct 2013
194,516 – – – 194,516 551.00 25 Nov 2011 1 Oct 2014
142,728 – – – 142,728 775.00 12 Feb 2013 1 Oct 2015
– 121,620 – – 121,620 926.00 2 Dec 2013 1 Oct 2016
Total 522,874 121,620 182,010 3,620 458,864
Andrew Martin 144,754 – 141,931 2,823 – 548.00 25 Nov 2010 1 Oct 2013
156,186 – – – 156,186 551.00 25 Nov 2011 1 Oct 2014
125,481 – – – 125,481 775.00 12 Feb 2013 1 Oct 2015
– 105,747 – – 105,747 926.00 2 Dec 2013 1 Oct 2016
Total 426,421 105,747 141,931 2,823 387,414
Notes:
50% of each award granted prior to 7 February 2013 is based on a three year AFCF target, and 50% is based on growth in the Company’s TSR relative to the FTSE 100, excluding
its financial services constituents.

One third of each award granted from 7 February 2013 is based on a three year AFCF target, one third on a ROCE improvement target and one third on growth in the Company’s
TSR relative to the FTSE 100, excluding its financial services constituents.
Aggregate gross gains realised by Messrs Cousins, Green and Martin were £5,936,185.03 in the year ended 30 September 2014. The share price at the time of release of their
awards was 919.50 pence per share.
The market price on 26 November 2014, the date of vesting of the award made on 25 November 2011, was 1060.00 pence per share.
All awards were granted for nil consideration.
The highest mid-market price of the Company’s ordinary shares during the year ended 30 September 2014 was 1049.99 pence per share and the lowest was 822.78 pence per
share. The year end price was 996.50 pence per share.

PENSIONS
At 30 September 2014, there were no executive directors actively participating in any Compass Group defined benefit pension arrangements and
none of the executive directors was accruing additional entitlement to benefit under any arrangements that existed prior to their appointment as
executive directors.
Dominic Blakemore, Richard Cousins and Gary Green each receive a salary supplement equal to 35% of their base salaries in lieu of pension.
Andrew Martin has, since 6 April 2006, received a salary supplement equal to 35% of his base salary and has waived all rights to his final salary
pension, money purchase pension and unfunded unapproved pension relating to his employment prior to that date.
EXIT PAYMENTS
No executive directors left the Company during the year ended 30 September 2014 and therefore no payments for compensation for loss of office
were paid to, or receivable by, any director (30 September 2013: nil). No payments (other than regular pension benefits which were commenced in
previous years) were made during the year ended 30 September 2014 to any past director of the Company. No payment for compensation for loss
of office was paid to Sir Roy Gardner when he retired as Chairman and as a director on 6 February 2014.
EXTERNAL APPOINTMENTS
Executive directors may take up one non-executive directorship outside of the Group subject to the Board’s approval, provided that such
appointment is not likely to lead to a conflict of interest. It is recognised that non-executive duties can broaden experience and knowledge which
can benefit the Company. Dominic Blakemore, Richard Cousins and Andrew Martin received fees of €100,434, £56,000 and £60,000 during the
year in respect of their directorships of Shire plc, Reckitt Benckiser Group plc and easyJet plc respectively, which they were permitted to retain.
Richard Cousins retired as a director of Reckitt Benckiser on 7 May 2014. As at the date of this Report, Richard Cousins had been appointed
a non-executive director of Tesco PLC with effect from 1 November 2014. Any remuneration received by Richard Cousins in respect of this
appointment will be reported in next year’s DRR.
NON-EXECUTIVE DIRECTORS’ REMUNERATION

The Chairman, Paul Walsh, who succeeded Sir Roy Gardner as Chairman on 6 February 2014, had a letter of engagement dated 19 June 2013
in respect of his original appointment as a non-executive director for a period of three years from 1 January 2014. Mr Walsh became Chairman
at the conclusion of the AGM on 6 February 2014. He received a base fee of £81,000 per annum initially, increasing to £475,000 per annum on
his appointment as Chairman. In addition, £50,000 plus VAT per annum is being paid in lieu of the provision by the Company of a car and
chauffeur for use on Company business. Following consideration by the Committee during the year ended 30 September 2014, the Chairman’s
fee of £475,000 per annum, which was set at the time of his appointment, was determined to be appropriate at the time of review and no increase
was effected.
Details of amounts received by Paul Walsh and Sir Roy Gardner during the year ended 30 September 2014 are shown below:
Fees Benefits2 2014 2013
Chairman £000 £000 £000 £000
Paul Walsh 3181 50 368 n/a

Sir Roy Gardner 1513 51 202 494
1 Non-executive director fee of £81,000 per annum prorated from 1 January 2014 to 6 February 2014 plus Chairmanship fee of £475,000 per annum prorated from
6 February 2014 to 30 September 2014.
2 Benefits include healthcare insurance, limited financial advice, life assurance and car benefit.
3 Chairmanship fee of £432,806 per annum prorated from 1 October 2013 to 6 February 2014.
Details of the fees paid to each of the non-executive directors in office for the year ended 30 September 2014 are set out below:
2014 2013
£000 £000
Carol Arrowsmith1 34 –
John Bason 103 103
Susan Murray 93 93
Don Robert 81 81
Sir Ian Robinson2 121 103
Total 432 380
1 Carol Arrowsmith joined the Board as a non-executive director and Chairman of the Remuneration Committee on 1 June 2014.
2 Sir Ian Robinson became the Senior Independent Director and Remuneration Committee Chairman from 10 April 2013. He stepped down as Remuneration Committee
Chairman on 1 June 2014.

Strategic report
SHARE OWNERSHIP GUIDELINES AND DIRECTORS’ INTERESTS IN SHARES
In order that their interests are linked with those of shareholders, directors are expected to build up and maintain a personal shareholding in the
Company as set out in the share ownership guidelines as described on page 65 of the Policy.
The Committee reviewed and noted that the guidelines were satisfied by all directors during the year. The interests of the directors in office
during the year ended 30 September 2014 in shares and share incentives are shown in the table below:
Beneficial Conditional
Shares held Shares held LTIP holdings LTIP holdings Compliance with
as at 30 Sep as at 30 Sep as at 30 Sep as at 30 Sep Shareholding Shareholding
Director 20141 2013 2014 2013 required2 guidelines3
Carol Arrowsmith 4,035 n/a n/a n/a 1x √

John Bason 10,714 8,454 n/a n/a 1x √
Dominic Blakemore4 – – 285,586 207,496 1.5 x √
Richard Cousins 1,515,815 1,527,922 801,673 913,915 2x √
Sir Roy Gardner n/a 192,678 n/a n/a 1x √
Gary Green 471,725 619,198 458,864 522,874 1.5 x √
Andrew Martin 611,764 650,000 387,414 426,421 1.5 x √
Susan Murray 12,234 13,000 n/a n/a 1x √
Don Robert 28,235 30,000 n/a n/a 1x √
Sir Ian Robinson 14,117 15,000 n/a n/a 1x √
Paul Walsh 11,411 n/a n/a n/a 1x √
1 Following the Return of Cash and associated Share Capital Consolidation of 8 July 2014 whereby 17 ordinary shares of 10 pence each were replaced by 16 new ordinary shares
of 105⁄8 pence each in the Company.
2 As a multiple of base salary or fee.

3 Requirement to achieve by 1 October 2014, or within four years of appointment, if later.
4 Dominic Blakemore was recruited to the Board in 2012 and is intending to build his share ownership in the Company progressively. He is expected to receive approximately
60,000 shares in the Company following vesting of the 2011-2012 LTIP in November 2014 and after the payment of tax and social security liabilities.
Interests shown include the interests of connected persons.
There were no changes in directors’ interests between 30 September 2014 and 26 November 2014.
REMUNERATION OF OTHER SENIOR EXECUTIVES AND MANAGEMENT

A number of senior executives and the executive directors comprise the Executive Board. These key management roles influence the ability
of the Group to meet its strategic targets. The Committee has regard to the remuneration level and structure of this group whose total
remuneration including salary and other short term benefits, target (or par) bonus and the expected value of long term incentives is summarised
in note 3 to the consolidated financial statements on page 97.
REMUNERATION ADVICE

The Chairman and the Group Chief Executive, together with Jane Kingston (Group Human Resources Director) and Harriet Kemp (Director
of Group Reward & People Processes), are normally invited to attend each Committee meeting and provide advice and guidance to the Committee
(other than in respect of their own remuneration) for which they are not paid a fee in addition to their salaries from the Company under their service
contracts. Details of the members of the Committee who served during the year ended 30 September 2014 are set out on page 61.
The Committee also has access to detailed external information and research on market data and trends from independent consultants. During
the year, the Company retained PricewaterhouseCoopers LLP (PWC) to advise on compensation related matters, including undertaking a
benchmarking exercise in respect of the remuneration of the Chairman and non-executive directors and of the Executive Board including the
Group Chief Executive, for which they received total fees (based on hours spent) of £50,350 (2013: £40,650).
Alithos Limited (Alithos) provided information for the testing of the TSR performance conditions for the Company’s LTIP awards, for which they
received fixed fees of £24,000 (2013: £24,000). They also provided the TSR performance graph for the Directors’ Remuneration Report, for
which they received a fixed fee of £500 (2013: £500).
Alithos was appointed by the Company in 2002 and PWC was appointed in 2007 (renewed in 2011). Both appointments were made with the
approval of the Committee following a selection exercise. Alithos did not provide any other advice or services to the Company during the
year. PWC provided services globally which comprised pension, expatriate, internal audit, merger and acquisition, due diligence, tax and
other consultancy advice. The Committee is satisfied that the advice it received during the year was objective and independent, based on the
experience of its members generally, including Carol Arrowsmith, Chairman of the Committee, who was formerly a remuneration consultant
with Deloitte LLP and Susan Murray who has recent experience of being a member of the remuneration committees of other quoted companies,
including one as Chair of the committee.

SHAREHOLDER VOTE ON 2013 DIRECTORS’ REMUNERATION REPORT

The table below shows the voting outcome at the 6 February 2014 AGM for the 2013 Remuneration Policy (binding vote) and Annual
Remuneration Report (advisory vote):
Number of votes % of Number of votes % of Total number of Number of votes

‘For’ & ‘Discretionary’ votes cast ‘Against’ votes cast votes cast ‘Withheld’1
Remuneration Policy 1,295,245,629 97.79 29,294,670 2.21 1,324,540,299 20,969,315

Annual Remuneration Report 1,298,778,448 99.11 11,674,740 0.89 1,310,453,188 35,058,273
1 A vote withheld is not a vote in law.
97.79% of the binding votes cast were for the approval of the Remuneration Policy, with 2.21% against (with 1.58% of the total number of votes
cast abstaining). For the advisory votes cast for the Annual Remuneration Report, 99.11% were in approval of the Resolution, with 0.89% against
(with 2.67% of the total number of votes cast abstaining).
Extensive consultation with shareholder bodies and a number of large institutional investors was conducted during the year in connection with
the proposed increase to maximum awards under and other changes to the LTIP which are subject to approval by shareholders, as detailed in the
Annual Statement and the Policy Report on pages 59 to 68. The Committee welcomed the endorsement of these proposals by shareholders and
took steps, wherever practicable, to understand shareholders’ concerns when withholding their support.
At the AGM on 5 February 2015, shareholders will be invited to vote on the Policy contained in the Policy Report and on the Annual
Remuneration Report for 2013-2014.
On behalf of the Board
CAROL ARROWSMITH
Chairman of the Remuneration Committee
26 November 2014

CONSOLIDATED FINANCIAL
STATEMENTS
Strategic report
CONTENTS 98 Financing income, costs and related 126 Share-based payments
78 Directors’ responsibilities for (gains)/losses 130 Business combinations
consolidated and Parent Company 99 US disposals 131 Reconciliation of operating profit
financial statements 99 Tax to cash generated by operations
79 Independent auditor’s report 101 Discontinued operations 131 Reconciliation of net cash flow
102 Earnings per share to movement in net debt
104 Dividends 132 Contingent liabilities
81 Consolidated income statement
104 Goodwill 133 Capital commitments
81 Analysis of operating profit
106 Other intangible assets 133 Operating lease and concessions
82 Consolidated statement of
107 Property, plant and equipment commitments
comprehensive income
108 Interests in associates 133 Related party transactions
83 Consolidated statement of
changes in equity 108 Other investments 133 Post balance sheet events
85 Consolidated balance sheet 109 Joint ventures 134 Exchange rates
86 Consolidated cash flow statement 109 Trade and other receivables 135 Details of principal subsidiary
111 Inventories companies
86 Reconciliation of free cash
flow from continuing operations 111 Cash and cash equivalents
87 Accounting policies 112 Short term and long term borrowings

N OTES TO THE CONSOLIDATED FINANCIAL
114 Derivative financial instruments
STATEMENTS 119 Trade and other payables
92 Segmental reporting 119 Provisions
96 Operating costs 120 Post-employment benefit obligations
97 Employees 124 Share capital


DIRECTORS’ RESPONSIBILITIES
The Annual Report and Accounts complies with the Disclosure and STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Transparency Rules (DTR) of the United Kingdom’s Financial Conduct IN RESPECT OF THE ANNUAL REPORT AND THE
Authority and the UK Corporate Governance Code in respect of the FINANCIAL STATEMENTS
requirements to produce an annual financial report. The directors are responsible for preparing the Annual Report and
The Annual Report and Accounts is the responsibility of, and has been the Group and Parent Company financial statements in accordance
approved by, the directors. with applicable law and regulations.
We confirm that to the best of our knowledge: Company law requires the directors to prepare Group and Parent
Company financial statements for each financial year. Under that
• the Annual Report and Accounts, taken as a whole, is fair, balanced law they are required to prepare the Group financial statements
and understandable and provides the information necessary for in accordance with IFRSs as adopted by the EU and applicable
shareholders to assess the Company’s performance, business model law and have elected to prepare the Parent Company financial
and strategy statements in accordance with UK Accounting Standards and
• the consolidated financial statements have been prepared in applicable law (UK Generally Accepted Accounting Practice).
accordance with International Financial Reporting Standards
• the financial statements give a true and fair view of the assets, Under company law the directors must not approve the financial
liabilities, financial position and profit or loss of the Company and statements unless they are satisfied that they give a true and fair view
the undertakings included in the consolidation taken as a whole of the state of affairs of the Group and Parent Company and of their
• the Annual Report and Accounts includes a review of the development profit or loss for that period. In preparing each of the Group and
and performance of the business and the position of the Company and Parent Company financial statements, the directors are required to:
the undertakings included in the consolidation taken as a whole, • select suitable accounting policies and then apply them
together with a description of the principal risks and uncertainties that consistently
they face • make judgements and estimates that are reasonable and prudent
On behalf of the Board • for the Group financial statements, state whether they have been
prepared in accordance with IFRSs as adopted by the EU
• for the Parent Company financial statements, state whether
applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the Parent
Company financial statements
• prepare the financial statements on the going concern basis unless
MARK WHITE it is inappropriate to presume that the Group and the Parent
General Counsel and Company Secretary Company will continue in business
26 November 2014
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Parent Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Parent Company and enable them to ensure
that its financial statements comply with the Companies Act 2006.
They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group and
to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations. The
directors have permitted the auditor to take whatever steps and
undertake whatever inspections it considers to be appropriate for
the purpose of enabling it to give its audit opinion.
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.

INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF COMPASS GROUP PLC ONLY
Strategic report
OPINIONS AND CONCLUSIONS ARISING FROM OUR AUDIT TAXATION
Refer to page 52 (Governance and Directors’ Report), page 89 (accounting policy)
1 OUR OPINION ON THE FINANCIAL STATEMENTS IS UNMODIFIED and page 132 (financial disclosures).
We have audited the financial statements of Compass Group PLC for the
year ended 30 September 2014 which comprise the consolidated income • The risk: Provisions for direct and indirect tax contingencies require
statement, the consolidated statement of comprehensive income, the the directors to make judgements and estimates in relation to tax
consolidated and Parent Company balance sheets, the consolidated cash risks and exposures. This is one of the key judgemental areas that
flow statement, the consolidated statement of changes in equity, the our audit is concentrated on due to the Group operating in a number
accounting policies and the related notes. In our opinion: of tax jurisdictions, the complexities of transfer pricing and other
international tax legislation, as well as the time taken for tax matters
• the financial statements give a true and fair view of the state of the to be agreed with the tax authorities.
Group’s and of the Parent Company’s affairs as at 30 September 2014 • Our response: In this area our audit procedures for direct and indirect
and of the Group’s profit for the year then ended; taxes included, among others, the use of internal tax specialists to
• the Group financial statements have been properly prepared in analyse and challenge the assumptions used to determine provisions
accordance with International Financial Reporting Standards as using our knowledge and experience of the application of international
adopted by the European Union; and local legislation by the relevant authorities and courts, and
• the Parent Company financial statements have been properly prepared assessing whether the approach applied by the Group is supported
in accordance with UK Accounting Standards; and by custom and practice in the industry. We have examined the
• the financial statements have been prepared in accordance with the calculations prepared by the directors and validated that they are
requirements of the Companies Act 2006 and, as regards the Group supported by appropriate underlying data, and that the judgements
financial statements, Article 4 of the IAS Regulation. applied are reasonable considering the maximum potential exposure
and the likelihood of a payment being required. We have inspected
2 OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
correspondence with relevant tax authorities to identify tax risk areas
In arriving at our audit opinion above on the financial statements the
and assessed third party tax advice received to ascertain whether it
risks of material misstatement that had the greatest effect on our audit

was reasonable to rely on conclusions drawn in the advice. Transfer
were as follows:
pricing documentation was critically assessed to determine whether
the tax positions taken by the Group were reasonable. We also
VALUATION OF GOODWILL considered the adequacy of the Group’s disclosures in respect of tax
Refer to page 52 (Governance and Directors’ Report), page 89 (accounting policy) and uncertain tax positions.
and page 104 (financial disclosures).
• The risk: The Group’s balance sheet includes a significant UK goodwill 3 OUR APPLICATION OF MATERIALITY AND AN OVERVIEW
balance relating to historical acquisitions. The risk is that the OF THE SCOPE OF OUR AUDIT
aggregated book value of the goodwill in the UK exceeds its The materiality for the Group financial statements as a whole was set at
recoverable amount and therefore should be written down in value. £60.0 million. This has been determined with reference to a benchmark
This is due to changes in the discount rate applied and changes in long of Group profit before taxation (of which it represents 5%).
term growth expectations. Due to the inherent uncertainty involved in We report to the Audit Committee any corrected or uncorrected
forecasting and discounting future cash flows, which are the basis of identified misstatements exceeding £1.8 million, in addition to other
the assessment of recoverability, this is one of the key judgemental identified misstatements below that threshold where in aggregate the

areas that our audit is concentrated on. effect on individual financial statement captions is over £1.8 million
• Our response: In this area our audit procedures included, among others, or which warranted reporting on qualitative grounds.
testing of the Group’s budgeting procedures upon which the forecasts
Of the Group’s reporting components, we subjected the key reporting
are based and the principles and integrity of the UK’s discounted
component in the US and 42 other components to audits for Group
cash flow model. We evaluated the assumptions and methodologies
reporting purposes. The components within the scope of our work
used by the UK, in particular those relating to the forecast revenue
accounted for 95% of the Group’s revenue, 95% of the Group’s profit
growth and working capital, including assessing the reasonableness
before tax, and 95% of the Group’s total assets.
of the forecast revenue growth against historical growth rates.
We compared the UK’s assumptions to externally derived data as The Group audit team approved the component materialities which
well as our own assessments in relation to key inputs such as projected ranged from £0.1 million to £46.0 million having regard to the mix
economic growth and discount rates, as well as performing a sensitivity of size and risk profile of the Group across the components.
analysis on the assumptions. We also assessed the adequacy of the
The Group audit team instructed component auditors as to the
Group’s disclosures in respect of goodwill by reference to relevant
significant areas to be covered, including the relevant risks described
accounting standards.
above and the information to be reported back.
The Group audit team visited the US key reporting component and a
further 18 locations covering 87% of Group revenue. Telephone meetings
were also held with these component auditors and all other components
that were not physically visited.
At these visits and meetings, the findings reported to the Group audit
team were discussed in more detail, and any further work required by
the Group audit team was then performed by the component auditor.

INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF COMPASS GROUP PLC ONLY
4 OUR OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT SCOPE OF REPORT AND RESPONSIBILITIES
2006 IS UNMODIFIED As explained more fully in the Directors’ Responsibilities statement
In our opinion: set out on page 78, the directors are responsible for the preparation
• the part of the Directors’ Remuneration Report to be audited has been of the financial statements and for being satisfied that they give a true
properly prepared in accordance with the Companies Act 2006; and and fair view. A description of the scope of an audit of financial
• the information given in the Strategic Report and the Directors’ statements is provided on the Financial Reporting Council’s website at
Report for the financial year for which the financial statements are www.frc.org.uk/auditscopeukprivate. This report is made solely to the
prepared is consistent with the financial statements. Company’s members as a body and is subject to important explanations
and disclaimers regarding our responsibilities, published on our website
5 WE HAVE NOTHING TO REPORT IN RESPECT OF THE MATTERS ON WHICH WE at www.kpmg.com/uk/auditscopeukco2014a, which are incorporated
ARE REQUIRED TO REPORT BY EXCEPTION into this Report as if set out in full and should be read to provide
Under ISAs (UK and Ireland) we are required to report to you if, based an understanding of the purpose of this Report, the work we have
on the knowledge we acquired during our audit, we have identified other undertaken and the basis of our opinions.
information in the Annual Report that contains a material inconsistency
with either that knowledge or the financial statements, a material
misstatement of fact, or that is otherwise misleading.
In particular, we are required to report to you if:
• we have identified material inconsistencies between the knowledge
we acquired during our audit and the directors’ statement that they
consider that the Annual Report and financial statements taken as ANTHONY SYKES
a whole is fair, balanced and understandable and provides the (Senior Statutory Auditor)
information necessary for shareholders to assess the Group’s for and on behalf of KPMG LLP, Statutory Auditor
performance, business model and strategy; or Chartered Accountants
• the Audit Committee Report does not appropriately address matters 15 Canada Square, London E14 5GL
communicated by us to the Audit Committee. 26 November 2014
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, set out on page 36, in relation to going
concern; and
• the part of the Corporate Governance Statement on page 49 relating
to the Company’s compliance with the nine provisions of the 2010 UK
Corporate Governance Code specified for our review.
We have nothing to report in respect of the above responsibilities.

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2014
Strategic report
Before
exceptional Exceptional
Total items items1 Total
2014 2013 2013 2013
Notes £m £m £m £m
Revenue 1 17,058 17,557 – 17,557
Operating costs before goodwill impairment 2 (15,850) (16,329) (59) (16,388)
Goodwill impairment 2, 10 – – (377) (377)
Operating profit 1 1,208 1,228 (436) 792
Share of profit of associates 1, 13 9 10 – 10
Total operating profit 1 1,217 1,238 (436) 802
Profit/(loss) on disposal of US businesses 1 (1) – (1)
5
Profit on disposal of interest in associates 13 13 – – –
Finance income 4 5 8 – 8
Finance costs 4 (91) (85) – (85)
Hedge accounting ineffectiveness 4 – (3) – (3)
Change in the fair value of investments 2 – – –
Profit before tax 1,147 1,157 (436) 721
Income tax expense 6 (279) (303) 16 (287)
Profit for the year from continuing operations 1 868 854 (420) 434
DISCONTINUED OPERATIONS
Profit for the year from discontinued operations 7 3 3 – 3
CONTINUING AND DISCONTINUED OPERATIONS
Profit for the year 871 857 (420) 437

ATTRIBUTABLE TO
Equity shareholders of the Company 8 865 849 (420) 429
Non-controlling interests 6 8 – 8
Profit for the year 871 857 (420) 437
BASIC EARNINGS PER SHARE (PENCE)
From continuing operations 8 48.8p 23.3p
From discontinued operations 8 0.2p 0.2p
From continuing and discontinued operations 8 49.0p 23.5p
DILUTED EARNINGS PER SHARE (PENCE)
From continuing operations 8 48.7p 23.2p
From discontinued operations 8 0.2p 0.2p
From continuing and discontinued operations 8 48.9p 23.4p

1 Exceptional items include European exceptional and goodwill impairment.
ANALYSIS OF OPERATING PROFIT

Total Total
2014 2013
Notes £m £m
Underlying operating profit before share of profit of associates 1,236 1,255
Share of profit of associates 9 10
Underlying operating profit1 1,245 1,265
Amortisation of intangibles arising on acquisition 11 (25) (25)
Acquisition transaction costs 26 (3) (3)
Adjustment to contingent consideration on acquisition – 1
Operating profit after costs relating to acquisitions and before exceptional items 1,217 1,238
European exceptional 2 – (59)
Goodwill impairment 2, 10 – (377)
Total operating profit 1,217 802
1 Underlying operating profit excludes European exceptional and goodwill impairment, amortisation of intangibles arising on acquisition, acquisition transaction costs and
adjustment to contingent consideration on acquisition.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2014 2013
Notes £m £m
Profit for the year 871 437
Other comprehensive income
Items that are not reclassified subsequently to profit or loss
Remeasurement of post-employment benefit obligations – loss (148) (80)
Return on plan assets, excluding interest income – gain 23 137 119
Tax on items relating to the components of other comprehensive income 6 3 (9)
(8) 30
Items that may be reclassified subsequently to profit or loss
Currency translation differences (103) (80)
(103) (80)
Total other comprehensive income/(loss) for the year (111) (50)
Total comprehensive income for the year 760 387
ATTRIBUTABLE TO
Equity shareholders of the Company 754 379
Non-controlling interests 6 8
Total comprehensive income for the year 760 387

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Strategic report
Attributable to equity shareholders of the Company
Share Capital Non-
Share premium redemption Own Other Retained controlling
capital account reserve shares reserves earnings1 interests Total
£m £m £m £m £m £m £m £m
At 1 October 2013 as previously reported 180 400 55 (1) 4,374 (2,226) 9 2,791
Past service cost recognised in accordance
with IAS 19(R) – – – – – (1) – (1)
At 1 October 2013 as restated 180 400 55 (1) 4,374 (2,227) 9 2,790
Profit for the year – – – – – 865 6 871
Currency translation differences – – – – (103) – – (103)
Remeasurement of post-employment benefit
obligations – loss – – – – – (148) – (148)
Return on plan assets, excluding interest
income – gain – – – – – 137 – 137
Tax on items relating to the components of other
comprehensive income – – – – (3) 6 – 3
Total other comprehensive income – – – – (106) (5) – (111)
Total comprehensive income for the year – – – – (106) 860 6 760
Issue of shares (for cash) 1 6 – – – – – 7
Share issue expenses – (2) – – – – – (2)
B and C shares issued through capitalisation
of share premium 235 (235) – – – – – –

Redemption and cancellation of B shares (235) – 235 – – – – –
Fair value of share-based payments – – – – 13 – – 13
Tax on items taken directly to equity (note 6) – – – – – 6 – 6
Share buyback2 (3) – 3 – – (280) – (280)
Release of LTIP award settled by issue
of new shares – 5 – – (5) – – –
Other changes – – – – 1 3 (1) 3
178 174 293 (1) 4,277 (1,638) 14 3,297
Return of Cash to Compass shareholders (note 9) – – – – – (1,000) – (1,000)
Dividends paid to Compass shareholders (note 9) – – – – – (444) – (444)
Dividends paid to non-controlling interests – – – – – – (5) (5)
At 30 September 2014 178 174 293 (1) 4,277 (3,082) 9 1,848
1 2013 has been restated for past service cost recognised in accordance with IAS 19(R).
2 Including stamp duty and brokers’ commission.

Share-based
payment Merger Revaluation Translation Total other
reserve reserve reserve reserve reserves
OTHER RESERVES £m £m £m £m £m
At 1 October 2013 162 4,170 7 35 4,374
Currency translation differences – – – (103) (103)
Tax on items relating to the components of other comprehensive income (note 6) – – – (3) (3)
Total other comprehensive income – – – (106) (106)
Total comprehensive income for the year – – – (106) (106)
Fair value of share-based payments 13 – – – 13
Release of LTIP award settled by issue of new shares (5) – – – (5)
Other changes – – – 1 1
At 30 September 2014 170 4,170 7 (70) 4,277
Own shares held by the Group represent 54,941 new ordinary shares in Compass Group PLC (2013: 161,622 ordinary shares). 38,743 shares are
held by the Compass Group Employee Share Trust (ESOP) and 16,198 shares are held by the Compass Group Long Term Incentive Plan Trust
(LTIPT). These shares are listed on a recognised stock exchange and their market value at 30 September 2014 was £0.5 million (2013: £1.4 million).
The nominal value held at 30 September 2014 was £5,837 (2013: £16,162).
ESOP and LTIPT are discretionary trusts for the benefit of employees and the shares held are used to satisfy some of the Group’s liabilities to
employees for share options, share bonus and long term incentive plans. All of the shares held by the ESOP and LTIPT are required to be made
available in this way.
The merger reserve arose in 2000 following the demerger from Granada Compass plc.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to equity shareholders of the Company

Share Capital Non-
Share premium redemption Own Other Retained controlling
capital account reserve shares reserves earnings1 interests Total
£m £m £m £m £m £m £m £m
At 1 October 2012 as previously reported 186 386 49 (1) 4,445 (1,834) 10 3,241
Past service cost recognised in accordance
with IAS 19(R) – – – – – (1) – (1)
At 1 October 2012 as restated 186 386 49 (1) 4,445 (1,835) 10 3,240
Profit for the year – – – – – 429 8 437
Currency translation differences – – – – (80) – – (80)
Remeasurement of post-employment benefit
obligations – gain/(loss) – – – – – (80) – (80)
income – gain/(loss) – – – – – 119 – 119
Tax on items relating to the components of other
comprehensive income – – – – 2 (11) – (9)
Total other comprehensive income – – – – (78) 28 – (50)
Total comprehensive income for the year – – – – (78) 457 8 387
Issue of shares (for cash) – 9 – – – – – 9
Fair value of share-based payments – – – – 11 – – 11
Tax on items taken directly to equity (note 6) – – – – – 6 – 6
Share buyback2 (6) – 6 – – (446) – (446)
Release of LTIP award settled by issue
of new shares – 5 – – (5) – – –
Other changes – – – – 1 (5) (3) (7)
180 400 55 (1) 4,374 (1,823) 15 3,200
Dividends paid to Compass shareholders (note 9) – – – – – (404) – (404)
Dividends paid to non-controlling interests – – – – – – (6) (6)
At 30 September 2013 180 400 55 (1) 4,374 (2,227) 9 2,790
2 Including stamp duty and brokers’ commission.
Share-based
payment Merger Revaluation Translation Total other
reserve reserve reserve reserve reserves
OTHER RESERVES £m £m £m £m £m
At 1 October 2012 156 4,170 7 112 4,445
Currency translation differences – – – (80) (80)
Tax on items relating to the components of other comprehensive income – – – 2 2
Total other comprehensive income – – – (78) (78)
Total comprehensive income for the year – – – (78) (78)
Fair value of share-based payments 11 – – – 11
Release of LTIP award settled by issue of new shares (5) – – – (5)
Other changes – – – 1 1
At 30 September 2013 162 4,170 7 35 4,374

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2014
Strategic report
2013
2014 Restated1
Notes £m £m
NON-CURRENT ASSETS
Goodwill 10 3,565 3,620
Other intangible assets 11 1,010 886
Property, plant and equipment 12 729 714
Interests in associates 13 114 84
Other investments 14 36 41
Trade and other receivables 16 67 83
Deferred tax assets* 6 246 265
Derivative financial instruments** 20 50 63
Non-current assets 5,817 5,756
CURRENT ASSETS
Inventories 17 270 255
Trade and other receivables 16 2,128 2,072
Tax recoverable* 32 32
Cash and cash equivalents** 18 431 1,006
Derivative financial instruments** 20 16 7
Current assets 2,877 3,372
Total assets 8,694 9,128
CURRENT LIABILITIES
Short term borrowings** 19 (297) (104)
Derivative financial instruments** 20 (4) (3)

Provisions 22 (161) (189)
Current tax liabilities* (148) (162)
Trade and other payables 21 (3,139) (3,054)
Current liabilities (3,749) (3,512)
NON-CURRENT LIABILITIES
Long term borrowings** 19 (2,526) (2,161)
Derivative financial instruments** 20 (1) (1)
Post-employment benefit obligations1 23 (176) (209)
Provisions 22 (277) (342)
Deferred tax liabilities* 6 (39) (38)
Trade and other payables 21 (78) (75)
Non-current liabilities (3,097) (2,826)
Total liabilities (6,846) (6,338)
Net assets 1,848 2,790

EQUITY
Share capital 24 178 180
Share premium account 174 400
Capital redemption reserve 293 55
Less: Own shares (1) (1)
Other reserves 4,277 4,374
Retained earnings (3,082) (2,227)
Total equity shareholders’ funds 1,839 2,781
Non-controlling interests 9 9
Total equity 1,848 2,790
* Component of current and deferred taxes. ** Component of net debt.
Approved by the Board of Directors on 26 November 2014 and signed on their behalf by
RICHARD COUSINS, Director

DOMINIC BLAKEMORE, Director

CONSOLIDATED CASH FLOW STATEMENT
2014 2013
Notes £m £m
CASH FLOW FROM OPERATING ACTIVITIES
Cash generated from operations 27 1,442 1,485
One-off employer contributions to post-employment benefit obligations – (72)
Interest paid (77) (71)
Interest element of finance lease rentals – (2)
Tax received 24 24
Tax paid (268) (257)
Net cash from operating activities 1,121 1,107
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of subsidiary companies and investments in associated undertakings1 26 (176) (104)
Proceeds from sale of subsidiary companies and associated undertakings – discontinued activities1 7 (1) (1)
Proceeds from sale of subsidiary companies and associated undertakings – continuing activities1 66 8
Tax on profits from sale of subsidiary companies and associated undertakings (4) –
Purchase of intangible assets 11 (206) (191)
Purchase of property, plant and equipment2 12 (263) (276)
Proceeds from sale of property, plant and equipment/intangible assets 22 33
Purchase of other investments 14 (2) –
Proceeds from sale of other investments 14 3 9
Dividends received from associated undertakings 13 7 6
Interest received 6 8
Net cash used in investing activities (548) (508)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of ordinary share capital 5 9
Purchase of own shares3 (280) (446)
Net increase in borrowings 28 597 554
Repayment of obligations under finance leases 28 (5) (9)
Return of Cash to Compass shareholders 9 (1,000) –
Equity dividends paid 9 (444) (404)
Dividends paid to non-controlling interests (5) (6)
Net cash used in financing activities (1,132) (302)
CASH AND CASH EQUIVALENTS
Net (decrease)/increase in cash and cash equivalents 28 (559) 297
Cash and cash equivalents at beginning of the year 28 1,006 728
Currency translation losses on cash and cash equivalents 28 (16) (19)
Cash and cash equivalents at end of the year 28 431 1,006
1 Net of cash acquired or disposed and payments received or made under warranties and indemnities.
2 Includes property, plant and equipment purchased under client commitments.
3 Includes stamp duty and brokers’ commission.
RECONCILIATION OF FREE CASH FLOW FROM CONTINUING OPERATIONS

2014 2013
£m £m
Net cash from operating activities of continuing operations 1,121 1,107
One-off employer contributions to post-employment benefit obligations – 72
Purchase of intangible assets (206) (191)
Purchase of property, plant and equipment (263) (276)
Proceeds from sale of property, plant and equipment/intangible assets 22 33
Purchase of other investments (2) –
Proceeds from sale of other investments 3 9
Dividends received from associated undertakings 7 6
Interest received 6 8
Dividends paid to non-controlling interests (5) (6)
Free cash flow from continuing operations 683 762
Add back: Cash restructuring costs in the year 58 72
Underlying free cash flow 741 834

ACCOUNTING POLICIES
Strategic report
INTRODUCTION IFRS 11 ‘Joint arrangements’ requires joint arrangements to be
The significant accounting policies adopted in the preparation of the accounted for as a joint operation or as a joint venture depending
Group’s financial statements are set out below: upon the rights and obligations of each party to the arrangement.
Proportionate consolidation for joint ventures will be eliminated and
equity accounting will be compulsory. It is anticipated that the
A ACCOUNTING CONVENTION AND BASIS OF PREPARATION application of the standard (which is effective for the Group in the year
The financial statements have been prepared in accordance with
ending 30 September 2015) will result in a decrease to Group revenues,
International Financial Reporting Standards (IFRS) and International
expenses, assets and liabilities but will have no impact on the Group’s net
Financial Reporting Interpretations Committee (IFRIC) interpretations
profit or net assets. Details of the Group’s joint venture arrangements are
as adopted by the European Union that are effective for the year ended
set out in note 15.
30 September 2014. They have been prepared under the historical cost
convention as modified by the revaluation of certain financial instruments. IFRS 12 ‘Disclosure of interests in other entities’ requires enhanced
disclosures of the nature, risks and financial effects associated with the
The financial statements have been prepared on a going concern basis.
Group’s interests in subsidiaries, associates and joint ventures.
This is discussed in the Finance Director’s statement on page 36.
IFRS 15 ‘Revenue from Contracts with Customers’ (not yet endorsed
In the current financial year, the Group has adopted:
by the European Union). The standard introduces a new revenue
•• IAS 19 (revised), Employee Benefits. The expected returns on pension recognition model that recognises revenue either at a point in time or
plan assets, previously calculated based on management’s expectation over time. The model features a contract based five step analysis of
of expected returns has been replaced by a credit on the pension plan transactions to determine whether, how much and when revenue is
assets calculated at the liability discount rate. Implementation of recognised. The Group is currently assessing the impact this standard
IAS 19 (revised) has increased the net interest expense for the year by would have on its consolidated results and financial position.
£9 million (2013: £nil). The prior year adjustment of £1 million arises
IAS 27 (revised) ‘Separate financial statements’
from the treatment of past service cost which was previously spread over
the remaining service lives of the related employees, but is recognised in IAS 28 (revised) ‘Associates and joint ventures’

full under IAS 19 (revised)
Amendments to IAS 32 ‘Financial instruments’
•• IFRS 13 ‘Fair value measurement’ which established a single framework
for measuring fair value and related disclosures Amendments to IAS 39 ‘Financial instruments: Recognition and
•• Amendments to IAS 36 ‘Impairment of assets’ measurement – Novation of derivatives and continuation of hedge
accounting’
In addition, there have been other minor improvements to existing
International Financial Reporting Standards and interpretations that are Amendments to IFRS 7 ‘Offsetting financial assets and liabilities’
effective for the first time in the current financial year which have been
Improvements to IFRS 2009-2011 Cycle
adopted by the Group with no impact on its consolidated results or
financial position. Improvements to IFRS 2010-2012 Cycle
Improvements to IFRS 2011-2013 Cycle
ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING
STANDARDS THAT ARE NOT YET EFFECTIVE
Certain new standards, amendments and interpretations of existing B CRITICAL ACCOUNTING POLICIES AND USE OF

standards have been published that, once they have been endorsed by the ASSUMPTIONS AND ESTIMATES
European Union, will be mandatory for the Group’s accounting period The preparation of the consolidated financial statements requires
beginning on 1 October 2014 or for later periods. The Group has not yet management to make judgements, estimates and assumptions that affect
adopted these pronouncements and does not currently believe that the the application of policies and reported amounts of assets and liabilities,
adoption of these standards, amendments or interpretations would have income and expenses. These estimates and assumptions are based on
a material effect on the consolidated results or financial position of the historical experience and other factors that are believed to be reasonable
Group unless stated otherwise. under the circumstances. Actual results may differ from these estimates.
The estimates and assumptions that have a significant risk of causing a
IFRS 9 ‘Financial Instruments’ (not yet endorsed by the European
material adjustment to the carrying value of assets and liabilities in the
Union) removes the multiple classification and measurement models for
next financial year are discussed below.
financial assets required by IAS 39 and introduces a model that has only
two classification categories: amortised cost and fair value. Classification
TAXES
is driven by the business model for managing the financial assets and the
The Group is subject to direct and indirect taxes in numerous
contractual cash flow characteristics of those assets. The accounting and
jurisdictions. Significant judgement is required in determining the
presentation for financial liabilities and for derecognising financial
worldwide provision for taxes as there are many transactions and
instruments is relocated from IAS 39 without any significant changes.
calculations for which the ultimate tax determination is uncertain during
The Group is currently assessing the impact this standard would have
the ordinary course of business. The Group recognises liabilities based
on its consolidated results and financial position.

on estimates of whether additional taxes will be due. Where the final tax
IFRS 10 ‘Consolidated financial statements’ replaces the guidance of outcome of these matters is different from the amounts that were initially
control and consolidation in IAS 27 ‘Consolidated and separate financial recorded, such differences will impact the results for the year and the
statements’ and SIC 12 ‘Consolidation – special purpose entities’. respective tax and deferred tax provisions in the year in which such
The core principle that a consolidated entity presents a parent and its determination is made.
subsidiaries as if they were a single entity remains unchanged, as do the
mechanics of consolidation.

ACCOUNTING POLICIES
GOODWILL INTRA-GROUP TRANSACTIONS

The Group tests annually whether goodwill has suffered any impairment All intra-group transactions, balances, income and expenses are
in accordance with the accounting policy set out in section M on page 89. eliminated on consolidation. Where a Group subsidiary transacts with
The recoverable amounts of cash generating units have been determined a joint venture of the Group, profits or losses are eliminated to the extent
based on value in use calculations. These calculations require the use of of the Group’s interest in the relevant joint venture.
estimates and assumptions consistent with the most up to date budgets
and plans that have been formally approved by management. The key E ACQUISITIONS
assumptions used for the value in use calculations are set out in note 10 The acquisition of subsidiaries is accounted for using the purchase
to the financial statements. method. The cost of acquisition is measured at the aggregate of the fair
values, at the date of exchange, of assets given, liabilities incurred or
POST-EMPLOYMENT BENEFITS assumed, and equity instruments issued.
Defined benefit schemes are reappraised annually by independent
actuaries based on actuarial assumptions. Significant judgement is Identifiable assets acquired and liabilities and contingent liabilities
required in determining these actuarial assumptions. The principal assumed are recognised at the fair values at the acquisition date, except
assumptions used are described in note 23 to the financial statements. for non-current assets (or disposal groups) that are classified as held for
sale which are recognised and measured at fair value less costs to sell.
C BASIS OF CONSOLIDATION The cost of the acquisition in excess of the Group’s interest in the net fair
The consolidated financial statements consist of the financial statements value of the identifiable net assets acquired is recorded as goodwill. If the
of the Company, entities controlled by the Company (its subsidiaries) and cost of the acquisition is less than the fair value of the net assets of the
the Group’s share of interests in joint ventures and associates made up to subsidiary acquired, the difference is recognised directly in the income
30 September each year. statement.
D SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES F FOREIGN CURRENCY

The consolidated financial statements are prepared in sterling, which
SUBSIDIARIES
is the functional currency of the Company.
Subsidiaries are entities over which the Group has the power to govern
the financial and operating policies. The existence and effect of potential In preparing the financial statements of individual companies within the
voting rights that are currently exercisable or convertible are considered Group, transactions in currencies other than the companies’ functional
when assessing control. currency are recorded at the rates of exchange on the dates of the
transaction. At each balance sheet date, monetary assets and liabilities
ASSOCIATES that are denominated in foreign currencies are retranslated at the rates
Associates are undertakings that are not subsidiaries or joint ventures on the balance sheet date. Gains and losses arising on retranslation are
over which the Group has significant influence and can participate in included in the income statement for the period, except for where they
financial and operating policy decisions. Investments in associated arise on items taken directly to other comprehensive income, in which
undertakings are accounted for using the equity method. The case they are also recognised in the consolidated statement of
consolidated income statement includes the Group’s share of the profit comprehensive income.
after tax of the associated undertakings. Investments in associates include
In order to hedge its exposure to certain foreign exchange risks the
goodwill identified on acquisition and are carried in the Group balance
Group enters into forward currency contracts (see section Q on page 90
sheet at cost plus post-acquisition changes in the Group’s share of the net
for the Group’s accounting policies in respect of derivative financial
assets of the associate, less any impairment in value.
instruments).
JOINT VENTURES On consolidation, the assets and liabilities of the Group’s overseas
Joint ventures are entities in which the Group holds an interest on a operations (expressed in their functional currencies, being the currency
long term basis and which are jointly controlled by the Group and of the primary economic environment in which each entity operates)
other venturers under a contractual agreement. The Group’s share are translated at the exchange rates on the balance sheet date. Income
is accounted for using the proportionate consolidation method. The and expense items are translated at the average exchange rates for the
consolidated income statement and balance sheet include the Group’s period. Exchange differences arising, if any, are classified as equity
share of the income, expenses, assets and liabilities. and transferred to the Group’s translation reserve. Such translation
differences are recognised as income or expense in the period in which
ADJUSTMENTS the operation is disposed of.
Where necessary, adjustments are made to the financial statements of
subsidiaries, associates and joint ventures to bring the accounting policies Goodwill and fair value adjustments arising on the acquisition of a
used in line with those used by the Group. foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate.
ACQUISITIONS AND DISPOSALS
The results of subsidiaries, associates or joint ventures acquired or G REVENUE
disposed of during the period are included in the consolidated income Revenue is recognised in the period in which services are provided in
statement from the effective date of acquisition or up to the effective date accordance with the terms of the contractual relationships with third
of disposal, as appropriate. parties. Revenue represents the fair value of the consideration received
or receivable for goods and services provided in the normal course
of business, excluding trade discounts, value added tax and similar
sales taxes.

Strategic report
MANAGEMENT FEE CONTRACTS Deferred tax is provided using the balance sheet liability method,
Revenue from management fee contracts comprises the total of sales providing for temporary differences between the carrying amounts of
made to consumers, the subsidy charged to clients, together with the assets and liabilities for financial reporting purposes and the amounts
management fee charged to clients. used for tax purposes. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are recognised
FIXED PRICE CONTRACTS to the extent that it is probable that taxable profits will be available
Revenue from fixed price contracts is recognised in proportion to the against which deductible temporary differences can be utilised. Such
volume of services that the Group is contracted to supply in each period. assets and liabilities are not recognised if the temporary difference arises
from goodwill or from the initial recognition (other than in a business
PROFIT AND LOSS CONTRACTS combination) of other assets and liabilities in a transaction that affects
Revenue from profit and loss contracts comprises the total of sales made neither the taxable profit nor the accounting profit.
to consumers, typically with little or no subsidy charged to clients.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interest in joint
INTER-SEGMENT TRANSACTIONS
ventures, except where the Group is able to control the reversal of the
There is little or no intra-group trading between the reported business
temporary difference and it is probable that the temporary difference
segments. Where such trading does take place it is on similar terms and
will not reverse in the foreseeable future.
conditions to those available to third parties.
The carrying amount of deferred tax assets is reviewed at each balance
H REBATES AND OTHER AMOUNTS RECEIVED FROM sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
SUPPLIERS
to be recovered.
Rebates and other amounts received from suppliers include agreed
discounts from suppliers’ list prices and value and volume related rebates. Deferred tax is calculated at the enacted or substantially enacted tax
rates that are expected to apply in the period when the liability is settled
Income from value and volume related rebates is recognised based on

or the asset realised.
actual purchases in the period as a proportion of total purchases made or
forecast to be made over the rebate period. Deferred tax assets and liabilities are offset against each other when they
relate to income taxes levied by the same tax jurisdiction and the Group
Rebates received in respect of plant and equipment are deducted from
intends to settle its current tax assets and liabilities on a net basis.
the costs capitalised and are recognised in the income statement in line
with depreciation.
M INTANGIBLE ASSETS
Agreed discounts relating to inventories are credited to the income
statement within cost of sales as the goods are consumed. GOODWILL
Goodwill arising on consolidation represents the excess of the cost of
Rebates relating to items purchased but still held at the balance sheet acquisition over the fair value of the Group’s share of the identifiable
date are deducted from the carrying value of these items so that the cost assets and liabilities of the acquired subsidiary, associate or joint venture
of inventories is recorded net of applicable rebates. at the date of acquisition. Goodwill is tested annually for impairment and
is carried at cost less any accumulated impairment losses.
I BORROWING COSTS

Goodwill is allocated to cash generating units (CGU) for the purpose
Borrowing costs which are directly attributable to the acquisition,
of impairment testing. A CGU is identified at the lowest aggregation of
construction or production of a qualifying asset are capitalised as part
assets that generate largely independent cash inflows, and that which is
of the cost of that asset.
looked at by management for monitoring and managing the business.
This is generally the total business for a country. However, in some
J OPERATING PROFIT instances, where there are distinct separately managed business activities
Operating profit is stated before the share of results of associates, within a country, particularly if they fall within different secondary
investment revenue and finance costs. business segments, the CGU is identified at this lower level.
If the recoverable amount of the CGU is less than the carrying amount,
K EXCEPTIONAL ITEMS an impairment loss is allocated first to reduce the carrying amount of any
Exceptional items are disclosed and described separately in the financial
goodwill allocated to the unit and then to the other assets of the unit pro
statements where it is necessary to do so to provide further understanding
rata on the basis of the carrying amount of each asset in the unit. Any
of the financial performance of the Group. They are material items of
impairment is immediately recognised in the income statement and an
income or expense that have been shown separately due to the
impairment loss recognised for goodwill is not subsequently reversed.
significance of their nature or amount.
On disposal, the attributable amount of goodwill is included in the
L TAX determination of the gain or loss on disposal.
Income tax expense comprises current and deferred tax. Tax is Goodwill arising on acquisitions before the date of transition to IFRS
recognised in the income statement except where it relates to items taken has been retained at the previous UK GAAP amounts subject to being
directly to the consolidated statement of comprehensive income or equity, tested for impairment at that date. Goodwill written off to reserves under
in which case it is recognised in the consolidated statement of UK GAAP prior to 1998 has not been reinstated and is not included in
comprehensive income or equity as appropriate. determining any subsequent gain or loss on disposal.
Current tax is the expected tax payable on the taxable income for the
period, using tax rates that have been enacted or substantively enacted
in respect of that period by the balance sheet date.

ACCOUNTING POLICIES
OTHER INTANGIBLE ASSETS Q FINANCIAL INSTRUMENTS

Intangible assets acquired separately are capitalised at cost or, if acquired Financial assets and financial liabilities are recognised on the Group’s
as part of a business combination, are capitalised at fair value as at the balance sheet when the Group becomes a party to the contractual
date of the acquisition. Internally generated intangible assets are not provisions of the instrument. Financial assets and liabilities, including
capitalised. Amortisation is charged on a straight line basis over the derivative financial instruments, denominated in foreign currencies are
expected useful lives of the assets. translated into sterling at period end exchange rates. Gains and losses
The following rates applied for the Group: are dealt with through the income statement, unless hedge accounting
treatment is available.
•• Contract related intangible assets: the life of the contract
•• Computer software: 6% to 33% per annum CASH AND CASH EQUIVALENTS
The typical life of contract related intangibles is 2 to 20 years. Cash and cash equivalents comprise cash at bank and in hand and short
term deposits with an original maturity of three months or less.
Contract related intangible assets arising on acquisition of a business
are recognised at fair value and amortised over the life of the contract. BORROWINGS
Underlying operating profit and underlying earnings per share exclude Borrowings are recognised initially at the proceeds received, net of direct
the amortisation of contract related intangible assets arising on issue costs. Borrowings are subsequently stated at amortised cost; any
acquisition of a business as it is not considered to be relevant to the difference between the proceeds (net of direct issue costs) and the
underlying trading performance of the Group. redemption value is recognised in the income statement over the period
of the borrowings using the effective interest method, unless included in
N PROPERTY, PLANT AND EQUIPMENT a fair value hedge.
All tangible fixed assets are reviewed for impairment when there are
indications that the carrying value may not be recoverable. Freehold EQUITY INSTRUMENTS
land is not depreciated. All other property, plant and equipment assets Equity instruments issued by the Company are recorded at the proceeds
are carried at cost less accumulated depreciation and any recognised received, net of direct issue costs.
impairment in value.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING
Depreciation is provided on a straight line basis over the anticipated The Group uses derivative financial instruments such as forward
useful lives of the assets. currency contracts and interest rate swaps to hedge the risks associated
The following rates applied for the Group: with changes in foreign exchange rates and interest rates. Such derivative
financial instruments are initially measured at fair value on the contract
•• Freehold buildings and long term leasehold property: 2% per annum date, and are remeasured to fair value at subsequent reporting dates.
•• Short term leasehold property: the life of the lease
•• Plant and machinery: 8% to 33% per annum The use of financial derivatives is governed by the Group’s policies
•• Fixtures and fittings: 8% to 33% per annum approved by the Board that provide written principles on the use of
financial derivatives consistent with the Group’s risk management
When assets are sold, the difference between sales proceeds and the strategy. The Group does not use derivative financial instruments
carrying amount of the assets is dealt with in the income statement. for speculative purposes.
O ASSETS HELD FOR SALE The fair value of forward currency contracts is calculated by reference
Non-current assets and disposal groups are classified as held for sale if to current forward exchange rates for contracts with similar maturity
the carrying amount will be recovered through a sale transaction rather profiles. The fair value of interest rate swaps is determined by reference
than through continuing use. This condition is regarded as met only to market values for similar instruments.
when the sale is highly probable, management is committed to a sale For the purpose of hedge accounting, hedges are classified as either fair
plan, the asset is available for immediate sale in its present condition and value hedges when they hedge the exposure to changes in the fair value
the sale is expected to be completed within one year from the date of of a recognised asset or liability; or cash flow hedges where they hedge
classification. These assets are measured at the lower of carrying value the exposure to variability in cash flows that is either attributable to
and fair value less costs to sell. a particular risk associated with a recognised asset or liability or a
forecasted transaction.
P INVENTORIES In relation to fair value hedges (interest rate swaps) which meet the
Inventories are valued at the lower of cost and net realisable value. conditions for hedge accounting, any gain or loss from remeasuring the
Cost is calculated using either the weighted average price or the first in, hedging instrument at fair value is recognised immediately in the income
first out method as appropriate to the circumstances. Net realisable value statement. Any gain or loss on the hedged item attributable to the hedged
is the estimated selling price in the ordinary course of business, less risk is adjusted against the carrying amount of the hedged item and
applicable variable selling expenses. recognised in the income statement. Where the adjustment is to the
carrying amount of a hedged interest bearing financial instrument, the
adjustment is amortised to the net profit and loss such that it is fully
amortised by maturity.

Strategic report
When fair value hedge accounting is discontinued, any adjustment T EMPLOYEE BENEFITS
to the carrying amount of the hedged item for the designated risk for
interest bearing financial instruments is amortised to profit or loss, with PENSION OBLIGATIONS
amortisation commencing no later than when the hedged item ceases Payments made to defined contribution pension schemes are charged
to be adjusted. as an expense when they fall due. Payments made to state managed
schemes are dealt with as payments to defined contribution schemes
The Group’s policy is to convert a proportion of its floating rate debt where the Group’s obligations under the schemes are equivalent to those
to fixed rates, using floating to fixed interest rate swaps. The Group arising in a defined contribution pension scheme.
designates these as cash flow hedges of interest rate risk.
For defined benefit pension schemes, the cost of providing benefits is
In relation to cash flow hedges (forward currency contracts) to hedge determined using the Projected Unit Credit Method, with actuarial
firm commitments which meet the conditions for hedge accounting, the valuations being carried out at each balance sheet date. Actuarial gains
portion of the gain or loss on the hedging instrument that is determined
and losses are recognised immediately in the consolidated statement of
to be an effective hedge is recognised directly in equity and the comprehensive income.
ineffective portion is recognised in the income statement.
Past service cost is recognised immediately.
When the hedged firm commitment results in the recognition of an asset
or liability, then at the time the asset or liability is recognised, the The pension obligation recognised in the balance sheet represents
associated gains or losses that had previously been recognised in equity the present value of the defined benefit obligation, and as reduced by the
are included in the initial measurement of the acquisition cost and fair value of scheme assets. Any asset resulting from this calculation is
carrying amount of the asset or liability. For all other cash flow hedges, limited to the present value of available refunds and reductions in future
the gains or losses that are recognised in equity are transferred to the contributions to the plan.
income statement in the same period in which the hedged firm
commitment affects the net profit and loss, for example when the future OTHER POST-EMPLOYMENT OBLIGATIONS
sale actually occurs. Some Group companies provide other post-employment benefits.
The expected costs of these benefits are accrued over the period of

For derivative financial instruments that do not qualify for hedge employment using a similar basis to that used for defined benefit pension
accounting, any gains or losses arising from changes in fair value are schemes. Actuarial gains and losses are recognised immediately in the
taken directly to the income statement in the period. consolidated statement of comprehensive income.
Hedge accounting is discontinued when the hedging instrument expires
or is sold, terminated or exercised, or no longer qualifies for hedge SHARE-BASED PAYMENTS
accounting. At that point in time, any cumulative gain or loss on the The Group issues equity-settled and cash-settled share-based payments
hedging instrument recognised in equity is kept in equity until the to certain employees. In accordance with the requirements of IFRS 2
forecasted transaction occurs. If a hedged transaction is no longer ‘Share-based Payments’, the Group has applied IFRS 2 to all equity-
expected to occur, the net cumulative gain or loss recognised in equity settled share options granted after 7 November 2002 that had vested
is transferred to the income statement in the period. before 1 January 2005. Equity-settled share-based payments are
measured at fair value (excluding the effect of non-market based vesting
conditions) at the date of grant. The fair value determined at the grant
R LEASES date of the equity-settled share-based payments is expensed on a straight
Leases are classified as finance leases whenever the terms of the lease

line basis over the vesting period, based on the Group’s estimate of the
transfer substantially all the risks and rewards of ownership to the lessee.
shares that will eventually vest and adjusted for the effect of non-market
All other leases are classified as operating leases.
based vesting conditions.
Assets held under finance leases are recognised as assets of the Group
Fair value is measured using either the binomial distribution or
at their fair value or, if lower, at the present value of the minimum
Black-Scholes pricing models as is most appropriate for each scheme.
lease payments, each determined at the inception of the lease. The
The expected life used in the models has been adjusted, based on
corresponding liability to the lessor is included in the balance sheet
management’s best estimate, for the effects of exercise restrictions and
as a finance lease obligation. Lease payments are apportioned between
behavioural considerations.
finance charges and reduction of the lease obligation so as to achieve
a constant rate of interest on the remaining balance of the liability. For cash-settled share-based payments, a liability equal to the portion
Finance charges are charged directly against income. of the goods or services received is recognised at the current fair value
determined at each balance sheet date.
Payments made under operating leases are charged to income on a
straight line basis over the period of the lease. Any incentives to enter
HOLIDAY PAY
into an operating lease are also spread on a straight line basis over the
Paid holidays and similar entitlements are regarded as an employee
lease term.
benefit and are charged to the income statement as the benefits are
earned. An accrual is made at the balance sheet date to reflect the fair
S PROVISIONS
value of holidays earned but not taken.

Provisions are recognised when the Group has a present obligation as
a result of a past event and it is probable that the Group will be required
to settle that obligation. Provisions are measured at the directors’ best
estimate of the cost of settling these liabilities and are discounted to
present value where the effect is material.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 SEGMENTAL REPORTING
The management of the Group’s operations, excluding Central activities, is organised within three segments: North America, the more
developed markets of Europe & Japan and our Fast Growing & Emerging markets. These, together with Central activities, comprise the Group’s
reportable segments. These segments comprise countries which are at similar stages of development and demonstrate similar economic characteristics.
Each segment derives revenue from delivery of food and support services.
Geographical segments
Fast
North Europe & Growing &
America Japan Emerging Total
REVENUES1 £m £m £m £m
YEAR ENDED 30 SEPTEMBER 2014
External revenue2 8,199 5,716 3,143 17,058
External revenue2 8,150 6,039 3,368 17,557
Sectors
Defence,
Business Healthcare Sports Offshore
& Industry Education & Seniors & Leisure & Remote Total
REVENUES1 £m £m £m £m £m £m
External revenue2 6,783 2,815 3,515 1,857 2,088 17,058
External revenue2 7,121 2,820 3,559 1,784 2,273 17,557
1 There is no inter-segmental trading.

2 Continuing revenue from external customers arising in the UK, the Group’s country of domicile, was £1,787 million (2013: £1,813 million). Continuing revenue from external
customers arising in the US was £7,413 million (2013: £7,311 million). Continuing revenue from external customers arising in all foreign countries from which the Group derives
revenue was £15,271 million (2013: £15,744 million).

Strategic report
1 SEGMENTAL REPORTING CONTINUED
Fast
North Europe & Growing & Central
America Japan Emerging activities Total
RESULT £m £m £m £m £m
Operating profit before associates, exceptional items and costs
relating to acquisitions1 666 409 226 (65) 1,236
European exceptional – – – – –
Goodwill impairment – – – – –
Operating profit before associates and costs relating to acquisitions 666 409 226 (65) 1,236
Less: Amortisation of intangibles arising on acquisition (12) (5) (8) – (25)
Less: Acquisition transaction costs (2) (1) – – (3)
Add: Adjustment to contingent consideration on acquisition 1 – (1) – –
Operating profit before associates – continuing 653 403 217 (65) 1,208
Add: Share of profit of associates 6 3 – – 9
Total operating profit – continuing 659 406 217 (65) 1,217
Profit on disposal of US businesses 1
Profit on disposal of interest in associates 13
Finance income 5
Finance costs (91)
Hedge accounting ineffectiveness –
Change in the fair value of investments 2

Profit before tax 1,147
Income tax expense (279)
Profit for the year from continuing operations 868

Operating profit before associates, exceptional items and costs
relating to acquisitions1 657 420 242 (64) 1,255
European exceptional – (59) – – (59)
Goodwill impairment – (377) – – (377)
Operating profit before associates and costs relating to acquisitions 657 (16) 242 (64) 819
Less: Amortisation of intangibles arising on acquisition (10) (6) (9) – (25)
Less: Acquisition transaction costs (1) (1) (1) – (3)
Add: Adjustment to contingent consideration on acquisition 1 – – – 1
Operating profit before associates – continuing 647 (23) 232 (64) 792

Add: Share of profit of associates 6 4 – – 10
Total operating profit – continuing 653 (19) 232 (64) 802
Loss on disposal of US businesses (1)
Finance income 8
Finance costs (85)
Hedge accounting ineffectiveness (3)
Profit before tax 721
Income tax expense (287)
Profit for the year from continuing operations 434
1 Operating profit before associates, exceptional items and costs relating to acquisitions is the profit measure considered by the chief operating decision maker.



Geographical segments Unallocated
Fast
North Europe & Growing & Central Current and Net
America Japan Emerging activities deferred tax debt Total
BALANCE SHEET £m £m £m £m £m £m £m
Total assets 3,423 3,215 1,276 6 278 496 8,694
Total liabilities (1,613) (1,284) (675) (260) (187) (2,827) (6,846)
Net assets/(liabilities)1 1,810 1,931 601 (254) 91 (2,331) 1,848
Total assets include:
Interests in associates 50 64 – – – – 114
Non-current assets 2,488 2,408 625 – 246 50 5,817
Total assets 3,188 3,242 1,317 8 297 1,076 9,128
Total liabilities2 (1,459) (1,456) (705) (248) (200) (2,270) (6,338)
Net assets/(liabilities) 1,729 1,786 612 (240) 97 (1,194) 2,790
Total assets include:
Interests in associates 51 33 – – – – 84
Non-current assets1 2,359 2,371 693 5 265 63 5,756
1 Non-current assets located in the UK, the Group’s country of domicile, were £1,786 million (2013: £1,730 million). Non-current assets located in the US were £2,921 million
(2013: £2,766 million). Non-current assets located in all foreign countries in which the Group holds assets were £4,048 million (2013: £4,026 million).

Strategic report
Fast
ADDITIONS TO OTHER INTANGIBLE ASSETS £m £m £m £m £m
Total additions to other intangible assets 171 24 11 – 206
Total additions to other intangible assets 158 24 9 – 191
Fast
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT £m £m £m £m £m
Total additions to property, plant and equipment1 86 110 53 1 250
Total additions to property, plant and equipment1 85 82 111 – 278
Fast

AMORTISATION OF OTHER INTANGIBLE ASSETS £m £m £m £m £m
Total amortisation of other intangible assets2 115 25 13 – 153
Total amortisation of other intangible assets2 104 25 13 1 143
Fast
DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT £m £m £m £m £m

Total depreciation of property, plant and equipment 71 75 44 1 191
Total depreciation of property, plant and equipment 71 73 37 – 181
Fast
OTHER NON-CASH EXPENSES £m £m £m £m £m
Total other non-cash expenses3 3 4 4 2 13
Total other non-cash expenses3 3 3 2 3 11
1 Includes leased assets of £2 million (2013: £2 million) and creditor for capital creditors of £1 million (2013: £2 million).
2 Including the amortisation of intangibles arising on acquisition.
3 Other non-cash expenses are mainly comprised of share-based payments.

2 OPERATING COSTS
TOTAL OPERATING COSTS
Before
Total items items1 Total
2014 2013 2013 2013
OPERATING COSTS £m £m £m £m
Cost of food and materials:
Cost of inventories consumed 5,101 5,289 – 5,289
Labour costs:
Employee remuneration (note 3) 7,794 8,072 59 8,131
Overheads:
Depreciation – owned property, plant and equipment 187 176 – 176
Depreciation – leased property, plant and equipment 4 5 – 5
Amortisation – owned intangible assets 128 118 – 118
Impairment of goodwill in subsidiaries1 – – 377 377
Property lease rentals 85 88 – 88
Other occupancy rentals – minimum guaranteed rent 62 74 – 74
Other occupancy rentals – rent in excess of minimum guaranteed rent 13 13 – 13
Other asset rentals 76 88 – 88
Audit and non-audit services (see below) 6 8 – 8
Other expenses 2,366 2,371 – 2,371
Operating costs before costs relating to acquisitions 15,822 16,302 436 16,738
Amortisation – intangible assets arising on acquisition 25 25 – 25
Acquisition transaction costs 3 3 – 3
Adjustment to contingent consideration on acquisition – (1) – (1)
Total continuing operations 15,850 16,329 436 16,765
1 Impairment of goodwill recorded in the consolidated income statement £nil (2013: £377 million included in ‘Other Expenses’ related to European exceptional).
2014 2013
AUDIT AND NON-AUDIT SERVICES1 £m £m
AUDIT SERVICES
Fees payable to the Company’s auditor for the audit of the Company’s annual financial statements 0.5 0.4
Fees payable to the Company’s auditor and their associates for other services to the Group:
The audit of the Company’s subsidiaries and joint ventures pursuant to legislation 3.7 3.9
Total audit fees 4.2 4.3
NON-AUDIT SERVICES
Audit related assurance 0.3 0.2
Taxation compliance 0.3 0.2
Other tax advisory 0.2 2.7
Corporate finance services 0.1 0.1
Services relating to information technology 0.8 0.1
Other services 0.2 0.2
Total non-audit fees 1.9 3.5
TOTAL AUDIT AND NON-AUDIT SERVICES
Total audit and non-audit services 6.1 7.8
1 The 2014 fees represent fees payable to the current auditor. The 2013 comparative represents fees payable to the previous auditor.

Strategic report
2 OPERATING COSTS CONTINUED
EXCEPTIONAL ITEMS
In the years ended 30 September 2013 and 2014, the following exceptional items were recorded:
2014 2013
£m £m
EUROPEAN EXCEPTIONAL
Accelerated efficiencies – 59
Total European exceptional – 59
Goodwill impairment (note 10) – 377
Total exceptional items – 436
In 2013, we continued with our actions to improve the operational efficiency of our operations in Europe which we had started in 2012 and took an
additional £59 million exceptional cost.
3 EMPLOYEES
2014 2013
AVERAGE NUMBER OF EMPLOYEES, INCLUDING DIRECTORS AND PART-TIME EMPLOYEES Number Number
North America 214,511 205,969
Europe & Japan 150,847 153,915
Fast Growing & Emerging 149,360 146,815
Total continuing operations 514,718 506,699

2014 2013
AGGREGATE REMUNERATION OF ALL EMPLOYEES INCLUDING DIRECTORS £m £m
Wages and salaries 6,515 6,713
Social security costs 1,165 1,304
Share-based payments 15 13
Pension costs – defined contribution plans 85 80
Pension costs – defined benefit plans 14 21
Total continuing operations 7,794 8,131
In addition to the pension cost shown in operating costs above, there is a pensions related net charge within finance costs of £7 million
(2013: net charge of £11 million).
The remuneration of directors and key management personnel1 is set out below. Additional information on directors’ and key management

remuneration, share options, long term incentive plans, pension contributions and entitlements can be found in the audited section of the Directors’
Remuneration Report on pages 59 to 76 and forms part of these accounts.
2014 2013
REMUNERATION OF KEY MANAGEMENT PERSONNEL £m £m
Salaries 5.5 5.2
Other short term employee remuneration 6.4 5.8
Share-based payments 4.9 4.3
Pension salary supplement 1.5 1.5
Total 18.3 16.8
1 Key management personnel is defined as the Board of Directors and five additional individuals making up the Executive Board. In 2013, 14 individuals were included in the table
which comprised the Board of Directors and four additional individuals who were part of the Executive Board.

4 FINANCING INCOME, COSTS AND RELATED (GAINS)/LOSSES

Finance income and costs are recognised in the income statement in the period in which they are earned or incurred.
2014 2013
FINANCE INCOME AND COSTS £m £m
FINANCE INCOME
Bank interest 5 8
Total finance income 5 8
FINANCE COSTS
Interest on bank loans and overdrafts 11 8
Interest on other loans 69 60
Finance lease interest 1 2
Interest on bank loans, overdrafts, other loans and finance leases 81 70
Unwinding of discount on provisions 3 4
Interest on net post-employment benefit obligations (note 23) 7 11
Total finance costs 91 85
ANALYSIS OF FINANCE COSTS BY DEFINED IAS 391 CATEGORY
Fair value through profit or loss (unhedged derivatives) 4 2
Derivatives in a fair value hedge relationship (28) (24)
Derivatives in a net investment hedge relationship 3 5
Other financial liabilities 102 87
Interest on bank loans, overdrafts, other loans and finance leases 81 70
Fair value through profit or loss (unwinding of discount on provisions) 3 4
Outside of the scope of IAS 39 (net pension scheme charge) 7 11
Total finance costs 91 85
1 IAS 39 ‘Financial Instruments: Recognition and Measurement’.
The Group uses derivative financial instruments such as forward currency contracts, cross currency swaps and interest rate swaps to hedge the risks
associated with changes in foreign currency exchange rates and interest rates. As explained in section Q of the Group’s accounting policies, such
derivative financial instruments are initially measured at fair value on the contract date, and are remeasured to fair value at subsequent reporting dates.
For derivative financial instruments that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken directly to
the income statement in the period.
FAIR VALUE MEASUREMENT

All derivative financial instruments are shown at fair value in the balance sheet. All the derivatives held by the Group at fair value are considered to
have fair values determined by Level 2 inputs as defined by the fair value hierarchy of IFRS 13 ‘Fair value measurement’. The fair values of derivative
financial instruments represent the maximum credit exposure.
2014 2013
FINANCING RELATED (GAINS)/LOSSES £m £m
HEDGE ACCOUNTING INEFFECTIVENESS
Unrealised net (gains)/losses on derivative financial instruments in a designated fair value hedge1 (23) 47
Unrealised net losses/(gains) on the hedged item in a designated fair value hedge 23 (44)
Total hedge accounting ineffectiveness – losses – 3
CHANGE IN THE FAIR VALUE OF INVESTMENTS
Gain from the changes in the fair value of investments2, 3 2 –
1 Categorised as derivatives that are designated and effective as hedging instruments carried at fair value (IAS 39).
2 Categorised as ‘fair value through profit or loss’ (IAS 39).
3 Life insurance policies used by overseas companies to meet the cost of unfunded post-employment benefit obligations included in note 23.

Strategic report
5 US DISPOSALS
On 27 May 2014, the Group disposed of its retail cleaning business in the United States. Total consideration for the transaction was £31 million,
of which £24 million was received at closing in cash. There was a loss of £1 million on the transaction and a gain of £2 million from other small
US disposals.
In 2012 the Group disposed of the assets related to its food and support services business in correctional facilities located in the United States. In the year
ended 30 September 2013 a loss of £1 million was recognised in relation to this transaction.
2014 2013
GAIN/(LOSS) ON DISPOSAL OF US BUSINESSES £m £m
Gain/(loss) on disposal of US businesses 1 (1)
6 TAX Before
Total items items Total
RECOGNISED IN THE INCOME STATEMENT: 2014 2013 2013 2013
INCOME TAX EXPENSE ON CONTINUING OPERATIONS £m £m £m £m
CURRENT TAX
Current year 271 299 (26) 273
Adjustment in respect of prior years 1 (3) – (3)
Current tax expense 272 296 (26) 270
DEFERRED TAX
Current year 10 1 10 11

Impact of changes in statutory tax rates 1 5 – 5
Adjustment in respect of prior years (4) (1) – (1)
Deferred tax expense 7 5 10 15
Income tax expense on continuing operations excluding exceptional recognition
of tax losses arising in prior years 279 301 (16) 285
Deferred tax expense on exceptional recognition of tax losses arising in prior years – 2 – 2
TOTAL INCOME TAX
Income tax expense/(credit) on continuing operations 279 303 (16) 287
The income tax expense for the year is based on the effective United Kingdom statutory rate of corporation tax for the period of 22% (2013: 23.5%).
Overseas tax is calculated at the rates prevailing in the respective jurisdictions. The impact of changes in statutory rates in the prior year related
principally to the reduction of the UK corporation tax rate from 24% to 23% from 1 April 2013, 21% from 1 April 2014, and 20% from 1 April 2015.
These changes resulted in a deferred tax charge arising from the reduction in the balance sheet carrying value of deferred tax assets to reflect the

anticipated rate of tax at which those assets were expected to reverse.

6 TAX CONTINUED Before

Total items items Total
2014 2013 2013 2013
£m £m £m £m
Profit before tax from continuing operations 1,147 1,157 (436) 721
Notional income tax expense at the effective UK statutory rate of 22% (2013: 23.5%)
on profit before tax 252 272 (103) 169
Effect of different tax rates of subsidiaries operating in other jurisdictions 116 99 (3) 96
Impact of changes in statutory tax rates 1 5 – 5
Permanent differences (83) (71) 90 19
Impact of share-based payments 1 (1) – (1)
Tax on profit of associates (1) (1) – (1)
Losses and other temporary differences not previously recognised (7) (1) – (1)
Unrelieved current year tax losses 3 3 – 3
Prior year items (3) (4) – (4)
Income tax expense on continuing operations excluding exceptional recognition of tax losses
arising in prior years 279 301 (16) 285
Exceptional recognition of tax losses arising in prior years – 2 – 2
Income tax expense on continuing operations 279 303 (16) 287
2014 2013
TAX CREDITED/(CHARGED) TO OTHER COMPREHENSIVE INCOME £m £m
Current and deferred tax credits/(charges) on actuarial and other movements on post-employment benefits 6 (11)
Current and deferred tax (charges)/credits on foreign exchange movements (3) 2
Tax credit/(charge) on items recognised in other comprehensive income 3 (9)
2014 2013
TAX CREDITED TO EQUITY £m £m
Current and deferred tax credits in respect of share-based payments 6 6
Tax credit on items recognised in equity 6 6
Pensions Net
and post- Self-funded short term
Tax employment insurance temporary
depreciation Intangibles benefits Tax losses provisions differences Total
MOVEMENT IN NET DEFERRED TAX ASSET/(LIABILITY) £m £m £m £m £m £m £m
At 1 October 2012 12 (176) 160 21 58 181 256
(Charge)/credit to income (4) (10) (13) (1) 6 5 (17)
(Charge)/credit to equity/other comprehensive income – – (11) 1 – 3 (7)
Business acquisitions (1) (1) – – – – (2)
Other movements 2 – – – – (3) (1)
Exchange adjustment – 4 – – – (6) (2)
At 30 September 2013 9 (183) 136 21 64 180 227
At 1 October 2013 9 (183) 136 21 64 180 227
Credit/(charge) to income 4 (7) 7 1 3 (15) (7)
(Charge)/credit to equity/other comprehensive income – – (6) – – 1 (5)
Business acquisitions – (6) – – – 1 (5)
Other movements – – – 1 – – 1
Exchange adjustment – 5 (1) (2) – (6) (4)
At 30 September 2014 13 (191) 136 21 67 161 207
Net short term temporary differences relate principally to provisions and other liabilities of overseas subsidiaries.

Strategic report
6 TAX CONTINUED
After netting off balances within countries, the following are the deferred tax assets and liabilities recognised in the consolidated balance sheet:
2014 2013
NET DEFERRED TAX BALANCE £m £m
Deferred tax assets 246 265
Deferred tax liabilities (39) (38)
Net deferred tax asset 207 227
Unrecognised deferred tax assets in respect of tax losses and other temporary differences amount to £42 million (2013: £50 million). Of the total, tax
losses of £27 million will expire at various dates between 2014 and 2022. These deferred tax assets have not been recognised as the timing of recovery
is uncertain.
The Group does not recognise any deferred tax liability on temporary differences relating to potentially taxable unremitted earnings of overseas
subsidiaries totalling £448 million (2013: £401 million) because it is able to control the timing of reversal of these differences. It is probable that no
reversal will take place in the foreseeable future.
7 DISCONTINUED OPERATIONS
The profit for the year from discontinued operations was £3 million (2013: £3 million) relating to a release of surplus tax provisions in respect of prior
year disposals.
2014 2013

FINANCIAL PERFORMANCE OF DISCONTINUED OPERATIONS £m £m
TRADING ACTIVITIES OF DISCONTINUED OPERATIONS
Operating costs – –
Loss before tax – –
Income tax credit 3 2
Profit after tax 3 2
DISPOSAL OF NET ASSETS AND OTHER ADJUSTMENTS RELATING TO DISCONTINUED OPERATIONS
Income tax credit – 1
Total profit after tax – 1
PROFIT FOR THE YEAR FROM DISCONTINUED OPERATIONS
Profit for the year from discontinued operations 3 3


7 DISCONTINUED OPERATIONS CONTINUED 2014 2013

INCOME TAX FROM DISCONTINUED OPERATIONS £m £m
INCOME TAX ON TRADING ACTIVITIES OF DISCONTINUED OPERATIONS AND ON DISPOSAL
OF NET ASSETS AND OTHER ADJUSTMENTS RELATING TO DISCONTINUED OPERATIONS
Current tax 3 3
Deferred tax – –
Income tax credit on discontinued operations 3 3
2014 2013
NET ASSETS DISPOSED AND DISPOSAL PROCEEDS £m £m
Decrease in retained liabilities1 (1) (1)
Consideration (net of costs) (1) (1)
Cash outflow from disposals (1) (1)
1 Includes the utilisation of disposal provisions of £1 million in the year ended 30 September 2014 (2013: £1 million).
8 EARNINGS PER SHARE

The calculation of earnings per share is based on earnings after tax and the weighted average number of shares in issue during the year. The adjusted
earnings per share figures have been calculated based on earnings excluding the effect of discontinued operations, the amortisation of intangible assets
arising on acquisition, acquisition transaction costs, adjustment to contingent consideration on acquisition, European exceptional, goodwill impairment,
profits and losses on disposal of businesses, hedge accounting ineffectiveness, the change in the fair value of investments, the tax attributable to these
amounts and the exceptional recognition of tax losses in prior years. These items are excluded in order to show the underlying trading performance of
the Group.
2014 2013
Attributable Attributable
profit profit
ATTRIBUTABLE PROFIT £m £m
Profit for the year attributable to equity shareholders of the Company 865 429
Less: Profit for the year from discontinued operations (3) (3)
Attributable profit for the year from continuing operations 862 426
Amortisation of intangible assets arising on acquisition (net of tax) 18 18
Acquisition transaction costs (net of tax) 2 3
Adjustment to contingent consideration on acquisition (net of tax) 1 (1)
European exceptional (net of tax) (7) 43
Goodwill impairment – 377
(Profit)/loss on disposal of US businesses (net of tax) (1) 1
Profit on disposal of interest in associate (net of tax) (13) –
Hedge accounting ineffectiveness (net of tax) – 2
Profit from change in the fair value of investments (net of tax) (2) –
Exceptional recognition of tax losses – 2
Underlying attributable profit for the year from continuing operations 860 871

Strategic report
8 EARNINGS PER SHARE CONTINUED 2014 2013
Ordinary Ordinary
shares of shares of
105⁄8p each 10p each
AVERAGE NUMBER OF SHARES (MILLIONS OF ORDINARY SHARES) millions millions
Average number of shares for basic earnings per share 1,766 1,827
Dilutive share options 5 8
Average number of shares for diluted earnings per share 1,771 1,835
2014 2013
Earnings Earnings
per share per share
pence pence
BASIC EARNINGS PER SHARE (PENCE)
From continuing and discontinued operations 49.0 23.5
From discontinued operations (0.2) (0.2)
From continuing operations 48.8 23.3
Amortisation of intangible assets arising on acquisition (net of tax) 1.0 1.0
Acquisition transaction costs (net of tax) 0.1 0.2
Adjustment to contingent consideration on acquisition (net of tax) 0.1 (0.1)
European exceptional (net of tax) (0.4) 2.4
Goodwill impairment – 20.6
(Profit)/loss on disposal of US businesses (net of tax) (0.1) 0.1
Profit on disposal of interest in associate (net of tax) (0.7) –
Hedge accounting ineffectiveness (net of tax) – 0.1

Profit from change in the fair value of investments (net of tax) (0.1) –
Exceptional recognition of tax losses – 0.1
From underlying continuing operations 48.7 47.7
DILUTED EARNINGS PER SHARE (PENCE)
From continuing and discontinued operations 48.9 23.4
From discontinued operations (0.2) (0.2)
From continuing operations 48.7 23.2
Amortisation of intangible assets arising on acquisition (net of tax) 1.0 1.0
Acquisition transaction costs (net of tax) 0.1 0.2
Adjustment to contingent consideration on acquisition (net of tax) 0.1 (0.1)
European exceptional (net of tax) (0.4) 2.4
Goodwill impairment – 20.5
(Profit)/loss on disposal of US Corrections business (net of tax) (0.1) 0.1
Profit on disposal of interest in associate (net of tax) (0.7) –

Hedge accounting ineffectiveness (net of tax) – 0.1
Profit from change in the fair value of investments (net of tax) (0.1) –
Exceptional recognition of tax losses – 0.1
From underlying continuing operations 48.6 47.5

9 DIVIDENDS
A final dividend in respect of 2014 of 17.7 pence per share, £296 million in aggregate1, has been proposed, giving a total dividend in respect of 2014
of 26.5 pence per share (2013: 24.0 pence per share). The proposed final dividend is subject to approval by shareholders at the Annual General Meeting
on 5 February 2015 and has not been included as a liability in these financial statements.
2014 2013
Dividends Dividends
per share per share
DIVIDENDS ON ORDINARY SHARES pence £m pence £m
Amounts recognised as distributions to equity shareholders during the year:
Final dividend for the prior year 16.0p 287 14.1p 259
Interim dividend for the current year 8.8p 157 8.0p 145
Total dividends 24.8p 444 22.1p 404
1 Based on the number of shares in issue at 30 September 2014 (1,674 million shares).
In addition, a Return of Cash of £1 billion was paid to shareholders in the year and is described in more detail in note 24.
10 GOODWILL
During the year the Group made a number of acquisitions. See note 26 for more details.
GOODWILL £m
COST
At 1 October 2012 4,151
Additions 39
Disposals (5)
Currency adjustment (77)
At 30 September 2013 4,108
At 1 October 2013 4,108
Additions 39
Disposals (13)
IMPAIRMENT
At 1 October 2012 114
Disposals (3)
Impairment charge recognised in the year 377
At 30 September 2013 488
Impairment charge recognised in the year –
NET BOOK VALUE

Strategic report
10 GOODWILL CONTINUED
Goodwill acquired in a business combination is allocated at acquisition to each cash generating unit (CGU) that is expected to benefit from that
business combination. A summary of goodwill allocation by business segment is shown below:
2014 2013
GOODWILL BY BUSINESS SEGMENT £m £m
USA 1,211 1,202
Canada 138 151
Total North America 1,349 1,353
UK 1,433 1,426
Japan 127 142
Rest of Europe & Japan 296 318
Total Europe & Japan 1,856 1,886
Turkey 87 98
Rest of Fast Growing & Emerging 273 283
Total 3,565 3,620
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable
amount of a CGU is determined from value in use calculations. The key assumptions for these calculations are long term growth rates and pre-tax
discount rates and use cash flow forecasts derived from the most recent financial budgets and forecasts approved by management covering a five year
period. Budgets and Forecasts are based on expectations of future outcomes taking into account past experience, adjusted for anticipated revenue
growth, from both new business and organic growth and taking into consideration external economic factors. Cash flows beyond the five year period
are extrapolated using estimated growth rates based on local expected economic conditions and do not exceed the long term average growth rate for
that country. The pre-tax discount rates are based on the Group’s weighted average cost of capital adjusted for specific risks relating to the country in

which the CGU operates.
2014 2013
Residual Pre-tax Residual Pre-tax
growth discount growth discount
GROWTH AND DISCOUNT RATES rates rates rates rates
USA 2.5% 8.5% 2.2% 11.4%
Rest of North America 2.0% 7.9% 2.0% 10.4%
UK 2.0% 8.0% 2.0% 10.6%
Rest of Europe & Japan 1.3-2.8% 7.4-16.5% 0.9%-3.1% 8.9-15.0%
Fast Growing & Emerging 1.9-7.8% 7.8-17.5% 2.1%-7.8% 9.7-18.3%
During the year ended 30 September 2013, a goodwill impairment charge of £377 million was reported in relation to the Group’s business in the UK.
The impairment charge was primarily driven by an increase in the discount rate applied as a result of increases in UK gilt rates and reflecting the
normal year end review of the long term growth expectations.

Given the current economic climate, a sensitivity analysis has been performed in assessing recoverable amounts of goodwill for all CGUs. This has
been based on changes in key assumptions considered to be reasonably possible by management. There are no CGUs that are sensitive to reasonably
possible changes in key assumptions.

11 OTHER INTANGIBLE ASSETS Contract and

other intangibles1
Computer Arising on
software acquisition Other Total
£m £m £m £m
COST
At 1 October 2012 222 354 744 1,320
Additions 21 – 170 191
Disposals (15) (1) (67) (83)
Business acquisitions – 68 – 68
Business disposals (3) (2) – (5)
Reclassified 3 (2) (1) –
Currency adjustment (4) (16) (4) (24)
At 30 September 2013 224 401 842 1,467
At 1 October 2013 224 401 842 1,467
Additions 22 – 184 206
Disposals (5) – (59) (64)
Business acquisitions – 89 9 98
Business disposals – (3) – (3)
Reclassified (2) 3 4 5
At 30 September 2014 232 473 973 1,678
AMORTISATION
At 1 October 2012 152 43 321 516
Charge for the year 21 25 97 143
Disposals (15) – (54) (69)
Business disposals (2) – – (2)
Reclassified 2 (2) – –
Currency adjustment (3) (4) – (7)
At 30 September 2013 155 62 364 581
At 1 October 2013 155 62 364 581
Disposals (4) – (54) (58)
Business disposals – – 2 2
Reclassified – – 3 3
At 30 September 2014 167 84 417 668
NET BOOK VALUE
At 30 September 2013 69 339 478 886
At 30 September 2014 65 389 556 1,010
1 Contract related intangible assets, other than those arising on acquisition, result from payments made by the Group in respect of client contracts and generally arise where
it is economically more efficient for a client to purchase assets used in the performance of the contract and the Group funds these purchases. The intangible assets arising
on acquisition are all contract related.

Strategic report
12 PROPERTY, PLANT AND EQUIPMENT Fixtures
Land and Plant and and
buildings machinery fittings Total
PROPERTY, PLANT AND EQUIPMENT £m £m £m £m
COST
At 1 October 2012 301 994 519 1,814
Additions1 86 125 67 278
Disposals (12) (75) (44) (131)
Business disposals – other activities (2) (4) (3) (9)
Business acquisitions 1 5 – 6
Reclassified 4 (5) 4 3
At 30 September 2013 360 1,029 536 1,925
At 1 October 2013 360 1,029 536 1,925
Additions1 29 141 80 250
Disposals (17) (81) (38) (136)
Business disposals – other activities – (12) (1) (13)
Business acquisitions 2 4 1 7
Reclassified – 8 (3) 5
At 30 September 2014 358 1,050 549 1,957
DEPRECIATION
At 1 October 2012 174 632 356 1,162

Disposals (9) (63) (38) (110)
Business disposals – other activities (2) (3) (3) (8)
Reclassified – 3 2 5
At 30 September 2013 175 675 361 1,211
At 1 October 2013 175 675 361 1,211
Disposals (16) (71) (33) (120)
Business disposals – other activities – (9) – (9)
Reclassified (1) 8 (2) 5
At 30 September 2014 176 690 362 1,228
NET BOOK VALUE
At 30 September 2013 185 354 175 714

At 30 September 2014 182 360 187 729
1 Includes leased assets at a net book value of £2 million (2013: £2 million).
The net book amount of the Group’s property, plant and equipment includes assets held under finance leases as follows:
Fixtures
Land and Plant and and
buildings machinery fittings Total
PROPERTY, PLANT AND EQUIPMENT HELD UNDER FINANCE LEASES £m £m £m £m
At 30 September 2013 7 8 1 16
At 30 September 2014 7 6 1 14

13 INTERESTS IN ASSOCIATES

Significant interests in associates are:
2014 2013
Country of incorporation ownership1 ownership1
Twickenham Experience Limited England & Wales 40% 40%
Oval Events Limited England & Wales 25% 25%
AEG Facilities, LLC USA 49% 49%
Thompson Hospitality Services LLC USA 49% 49%
1 % ownership is of the ordinary share capital.

2014 2013
INTERESTS IN ASSOCIATES £m £m
NET BOOK VALUE
At 1 October 84 82
Additions 48 –
Disposals (19) –
Share of profits less losses (net of tax) 9 10
Dividends received (7) (6)
Currency and other adjustments (1) (2)
The Group’s share of revenues and profits is included below:

2014 2013
ASSOCIATES £m £m
SHARE OF REVENUE AND PROFITS
Revenue 46 49
Expenses/taxation1 (37) (39)
Profit after tax for the year 9 10
SHARE OF NET ASSETS
Non-current assets 121 91
Current assets 106 98
Non-current liabilities (11) (9)
Current liabilities (102) (96)
Net assets 114 84
SHARE OF CONTINGENT LIABILITIES
Contingent liabilities (2) (2)
1 Expenses include the relevant portion of income tax recorded by associates.
14 OTHER INVESTMENTS 2014 2013

£m £m
NET BOOK VALUE
At 1 October 41 46
Additions 2 –
Disposals (10) (9)
Currency and other adjustments 3 4
COMPRISED OF
Investment in Au Bon Pain1, 3 – 7
Other investments1, 3 9 10
Life insurance policies and mutual fund investments1, 2, 3 27 24
Total 36 41
1 Categorised as ‘available for sale’ financial assets (IAS 39).

2 Life insurance policies used by overseas companies to meet the cost of unfunded post-employment benefit obligations as set out in note 23.
3 As per the fair value hierarchies explained in note 20, the investment in Au Bon Pain was Level 3, other investments are Level 1 and the life insurance policies are Level 2.

Strategic report
15 JOINT VENTURES 2014 2013
PRINCIPAL JOINT VENTURES Country of incorporation ownership ownership
Quadrant Catering Limited1 England & Wales 49% 49%
ADNH-Compass Middle East LLC United Arab Emirates 50% 50%
Express Support Services Limitada Angola 50% 50%
1 49% ownership in Quadrant Catering Limited entitles Compass Group to 50% of voting rights.
None of these investments is held directly by the ultimate Parent Company. All joint ventures provide food and/or support services in their respective
countries of incorporation and make their accounts up to 30 September. All holdings are in the ordinary shares of the respective joint venture company.
The share of the revenue, profits, assets and liabilities of the joint ventures included in the consolidated financial statements is as follows:
2014 2013
JOINT VENTURES £m £m
SHARE OF REVENUE AND PROFITS
Revenue 217 196
Expenses (195) (175)
Profit after tax for the year 22 21
SHARE OF NET ASSETS
Non-current assets 7 6
Current assets 84 78
Non-current liabilities (7) (6)
Current liabilities (47) (44)
Net assets 37 34

SHARE OF CONTINGENT LIABILITIES
Contingent liabilities 21 20
The share of capital commitments, contracted but not provided for, at 30 September 2014 was £nil (2013: £nil).
16 TRADE AND OTHER RECEIVABLES

2014 2013
Non- Non-
Current current Total Current current Total
TRADE AND OTHER RECEIVABLES £m £m £m £m £m £m
NET BOOK VALUE
At 1 October 2,072 83 2,155 2,114 90 2,204

Net movement 153 (12) 141 9 (2) 7
Currency adjustment (97) (4) (101) (51) (5) (56)
At 30 September 2,128 67 2,195 2,072 83 2,155
COMPRISED OF
Trade receivables 1,821 – 1,821 1,862 4 1,866
Less: Provision for impairment of trade receivables (75) – (75) (101) – (101)
Net trade receivables1 1,746 – 1,746 1,761 4 1,765
Other receivables 82 75 157 58 69 127
Less: Provision for impairment of other receivables (11) (16) (27) (11) – (11)
Net other receivables 71 59 130 47 69 116
Accrued income 189 – 189 166 – 166
Prepayments 122 8 130 98 10 108
Trade and other receivables 2,128 67 2,195 2,072 83 2,155
1 Categorised as ‘loans and receivables’ financial assets (IAS 39).


16 TRADE AND OTHER RECEIVABLES CONTINUED

TRADE RECEIVABLES
The book value of trade and other receivables approximates to their fair value due to the short term nature of the majority of the receivables.
Credit sales are only made after credit approval procedures have been completed satisfactorily. The policy for making provisions for bad and doubtful
debts varies from country to country as different countries and markets have different payment practices, but various factors are considered, including
how overdue the debt is, the type of receivable and its past history, and current market and trading conditions. Full provision is made for debts that are
not considered to be recoverable.
There is limited concentration of credit risk with respect to trade receivables due to the diverse and unrelated nature of the Group’s client base.
Accordingly, the directors believe that there is no further credit provision required in excess of the provision for the impairment of receivables.
The book value of trade and other receivables represents the Group’s maximum exposure to credit risk.
Trade receivable days for the continuing business at 30 September 2014 were 45 days (2013: 44 days).
The ageing of gross trade receivables and of the provision for impairment is as follows:
2014
0-3 3-6 6-12 Over 12
Not yet months months months months
due overdue overdue overdue overdue Total
TRADE RECEIVABLES £m £m £m £m £m £m
Gross trade receivables 1,474 266 33 15 33 1,821
Less: Provision for impairment of trade receivables (4) (15) (18) (10) (28) (75)
Net trade receivables 1,470 251 15 5 5 1,746
2013
0-3 3-6 6-12 Over 12
Not yet months months months months
due overdue overdue overdue overdue Total
TRADE RECEIVABLES £m £m £m £m £m £m
Gross trade receivables 1,442 312 53 22 37 1,866
Less: Provision for impairment of trade receivables (7) (10) (30) (19) (35) (101)
Net trade receivables 1,435 302 23 3 2 1,765
Movements in the provision for impairment of trade and other receivables are as follows:
2014 2013
Trade Other Total Trade Other Total
PROVISION FOR IMPAIRMENT OF TRADE AND OTHER RECEIVABLES £m £m £m £m £m £m
At 1 October 101 11 112 99 8 107
Charged to income statement 20 1 21 38 1 39
Credited to income statement (27) (5) (32) (15) (1) (16)
Utilised (14) – (14) (12) – (12)
Reclassified (2) 21 19 (8) 3 (5)
Currency adjustment (3) (1) (4) (1) – (1)
At 30 September 75 27 102 101 11 112
At 30 September 2014, trade receivables of £276 million (2013: £330 million) were past due but not impaired. The Group has made a provision based
on a number of factors, including past history of the debtor, and all amounts not provided for are considered to be recoverable.

Strategic report
17 INVENTORIES 2014 2013
INVENTORIES £m £m
NET BOOK VALUE
Net movement 25 1
Currency adjustment (10) (7)
18 CASH AND CASH EQUIVALENTS
2014 2013
CASH AND CASH EQUIVALENTS £m £m
Cash at bank and in hand 274 316
Short term bank deposits 157 690
Cash and cash equivalents1 431 1,006

2014 2013
CASH AND CASH EQUIVALENTS BY CURRENCY £m £m
Sterling 132 541
US Dollar 85 218
Euro 39 71
Japanese Yen 12 16

Other 163 160
Cash and cash equivalents 431 1,006
The Group’s policy to manage the credit risk associated with cash and cash equivalents is set out in note 20. The book value of cash and cash
equivalents represents the maximum credit exposure.
MASTER NETTING OR SIMILAR AGREEMENTS

The Group has master netting agreements for its cash and bank overdrafts and the following balances are offset within the consolidated balance sheet:
2014
Gross Offset Net
£m £m £m
Cash and cash equivalents 602 (171) 431

Bank overdrafts (208) 171 (37)
2013
Gross Offset Net
£m £m £m
Cash and cash equivalents 1,225 (219) 1,006
Bank overdrafts (239) 219 (20)

19 SHORT TERM AND LONG TERM BORROWINGS

2014 2013
Current Non-current Total Current Non-current Total
SHORT TERM AND LONG TERM BORROWINGS £m £m £m £m £m £m
Bank overdrafts 37 – 37 20 – 20
Bank loans 4 302 306 4 301 305
Loan notes – 1,076 1,076 74 1,073 1,147
Bonds 251 1,136 1,387 – 772 772
Borrowings (excluding finance leases) 292 2,514 2,806 98 2,146 2,244
Finance leases 5 12 17 6 15 21
Borrowings (including finance leases)1 297 2,526 2,823 104 2,161 2,265
1 Categorised as ‘other financial liabilities’ (IAS 39).
Bank overdrafts principally arise as a result of uncleared transactions. Interest on bank overdrafts is at the relevant money market rates.
All amounts due under bonds, loan notes and bank facilities are shown net of unamortised issue costs. Additionally, the Group adjusts the carrying
values of the bonds and loan notes that are designated in effective fair value hedge relationships, for fair value gains and losses (based on observable
market inputs) attributable to the risk being hedged.
The Group has fixed term, fixed interest private placements denominated in US dollar and sterling.
2014 2013
Carrying Carrying
value value
LOAN NOTES Nominal value Redeemable Interest £m £m
US$ private placement $105m Oct 2013 6.45% – 65
US$ private placement $15m Nov 2013 5.67% – 9
US$ private placement $162m Oct 2015 6.72% 102 104
Sterling private placement £35m Oct 2016 7.55% 36 36
US$ private placement $200m Sep 2020 3.09% 123 123
1,076 1,147
The €500 million 2023 bond and the £250 million 2026 bond were issued during the year. The £250 million 2014 bond is recorded at its fair value to
the Group on acquisition.
2014 2013
Carrying Carrying
value value
BONDS Nominal value Redeemable Interest £m £m
Sterling Eurobond £250m Dec 2014 7.00% 251 262
Euro Eurobond €600m Feb 2019 3.13% 485 510
Euro Eurobond €500m Jan 2023 1.88% 402 –
Sterling Eurobond £250m Jun 2026 3.85% 249 –
1,387 772
The maturity profile of borrowings (excluding finance leases) is as follows:

2014 2013
MATURITY PROFILE OF BORROWINGS (EXCLUDING FINANCE LEASES) £m £m
Within 1 year, or on demand 292 98
Between 1 and 2 years 154 264
Between 2 and 3 years 286 153
Between 3 and 4 years – 286
Between 4 and 5 years 642 –
In more than 5 years 1,432 1,443
Borrowings (excluding finance leases) 2,806 2,244

Strategic report
19 SHORT TERM AND LONG TERM BORROWINGS CONTINUED
The fair value of the Group’s borrowings is calculated by discounting future cash flows to net present values at current market rates for similar
financial instruments. The fair values have been determined by reference to Level 2 inputs as defined by the fair value hierarchy of IFRS 13 ‘Fair value
measurement’. The table below shows the fair value of borrowings excluding accrued interest:
2014 2013
Carrying Fair Carrying Fair
value value value value
CARRYING VALUE AND FAIR VALUE OF BORROWINGS (EXCLUDING FINANCE LEASES) £m £m £m £m
Bank overdrafts 37 37 20 20
Bank loans 306 306 305 305
Loan notes 1,076 1,095 1,147 1,170
£250m Eurobond Dec 2014 251 253 262 267
€600m Eurobond Feb 2019 485 517 510 534
€500m Eurobond Jan 2023 402 403 – –
£250m Eurobond Jun 2026 249 259 – –
Bonds 1,387 1,432 772 801
Borrowings (excluding finance leases) 2,806 2,870 2,244 2,296
2014 2013
Present Present
Gross value Gross value
GROSS AND PRESENT VALUE OF FINANCE LEASE LIABILITIES £m £m £m £m
Finance lease payments falling due:

Within 1 year 5 5 7 6
In 2 to 5 years 9 8 11 11
In more than 5 years 5 4 4 4
19 17 22 21
Less: Future finance charges (2) – (1) –
Gross and present value of finance lease liabilities 17 17 21 21
2014 2013
Finance Finance
Borrowings leases Total Borrowings leases Total
BORROWINGS BY CURRENCY £m £m £m £m £m £m
Sterling 835 – 835 599 – 599
US Dollar 1,040 1 1,041 1,111 2 1,113
Euro 904 13 917 520 13 533

Japanese Yen – – – – – –
Other 27 3 30 14 6 20
Total 2,806 17 2,823 2,244 21 2,265
The Group had the following undrawn committed facilities available at 30 September, in respect of which all conditions precedent had then been met:
2014 2013
UNDRAWN COMMITTED FACILITIES £m £m
Expiring between 1 and 5 years 1,000 700

20 DERIVATIVE FINANCIAL INSTRUMENTS

CAPITAL RISK MANAGEMENT
The Group manages its capital structure to ensure that it will be able to continue as a going concern. The capital structure of the Group consists of cash
and cash equivalents as disclosed in note 18; debt, which includes the borrowings disclosed in note 19; and equity attributable to equity shareholders of
the Parent Company, comprising issued share capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.
FINANCIAL MANAGEMENT
The Group continues to manage its interest rate and foreign currency exposure in accordance with the policies set out below. The Group’s financial
instruments comprise cash, borrowings, receivables and payables that are used to finance the Group’s operations. The Group also uses derivatives,
principally interest rate swaps, forward currency contracts and cross currency swaps, to manage interest rate and currency risks arising from the
Group’s operations. The Group does not trade in financial instruments. The Group’s treasury policies are designed to mitigate the impact of
fluctuations in interest rates and exchange rates and to manage the Group’s financial risks. The Board approves any changes to the policies.
LIQUIDITY RISK
The Group finances its borrowings from a number of sources including the bank, the public and the private placement markets. The Group has
developed long term relationships with a number of financial counterparties with the balance sheet strength and credit quality to provide credit
facilities as required. The Group seeks to avoid a concentration of debt maturities in any one period to spread its refinancing risk.
FOREIGN CURRENCY RISK

The Group’s policy is to match as far as possible its principal projected cash flows by currency to actual or effective borrowings in the same currency.
As currency cash flows are generated, they are used to service and repay debt in the same currency. Where necessary, to implement this policy,
forward currency contracts and cross currency swaps are executed which, when applied to the actual currency liabilities, convert these to the
required currency.
The borrowings in each currency can give rise to foreign exchange differences on translation into sterling. Where the borrowings are less than,
or equate to, the net investment in overseas operations, these exchange rate variances are treated as movements on reserves and recorded in the
consolidated statement of comprehensive income rather than in the income statement.
Non-sterling earnings streams are translated at the average rate of exchange for the year. Fluctuations in exchange rates have given and will continue
to give rise to translation differences. The Group is only partially protected from the impact of such differences through the matching of cash flows to
currency borrowings.
The Group has minimal exposure to the foreign currency risk of trade receivables and payables as operations within individual countries have little
cross border activity which might give rise to translation risks on trade related balances.
The main currencies to which the Group’s reported sterling financial position is exposed are the US dollar, the euro and the Japanese yen. As set out
above, the Group seeks to hedge its exposure to currencies by matching debt in currency against the cash flows generated by the Group’s foreign
operations in such currencies.
The effect on profit after tax and equity of a 10% strengthening of sterling against these currencies on the Group’s financial statements is shown below.
A 10% weakening would result in an equal and opposite impact on the profit or loss and equity of the Group. This table shows the impact on the
financial instruments in place on 30 September and has been prepared on the basis that the 10% change in exchange rates occurred on the first day
of the financial year and applied consistently throughout the year.
2014 2013
Against Against
Against Against Japanese Against Against Japanese
FINANCIAL INSTRUMENTS: US Dollar Euro Yen US Dollar Euro Yen
IMPACT OF STERLING STRENGTHENING BY 10% £m £m £m £m £m £m
(Decrease)/increase in profit for the year (after tax) (2) 3 – 1 4 –
Increase in total equity 150 21 12 80 17 5
INTEREST RATE RISK

As set out above, the Group has effective borrowings in a number of currencies and the policy is to ensure that, in the short term, it is not materially
exposed to fluctuations in interest rates in its principal currencies. The Group implements this policy either by borrowing fixed rate debt or by using
interest rate swaps so that the interest rates on at least 80% of the Group’s projected debt are fixed for one year, reducing to 60% fixed for the second
year and 40% fixed for the third year.
The sensitivity analysis given below has been determined based on the derivative and non-derivative financial instruments the Group had in place at
the year end date only.
The effect of a 1% increase in interest rates prevailing at the balance sheet date on the Group’s cash and cash equivalents and debt subject to variable
rates of interest at the balance sheet date would be a loss of £4 million (2013: loss of £1 million) over the course of a year. A similar 1% decrease in
interest rates would result in an equal and opposite effect over the course of a year.

Strategic report
20 DERIVATIVE FINANCIAL INSTRUMENTS CONTINUED
2014
Japanese
Sterling US Dollar Euro Yen Other Total
INTEREST RATE SENSITIVITY ANALYSIS £m £m £m £m £m £m
Increase in interest rate +1% +1% +1% +1% +1% n/a
Floating rate exposure – cash/(debt) 211 (681) (66) (26) (78) (640)
Increase/(decrease) in profit for the year (after tax) 2 (5) – – (1) (4)
2013
Japanese
Sterling US Dollar Euro Yen Other Total
INTEREST RATE SENSITIVITY ANALYSIS £m £m £m £m £m £m
Increase in interest rate +1% +1% +1% +1% +1% n/a
Floating rate exposure – cash/(debt) 48 (109) (43) (53) 44 (113)
Decrease in profit for the year (after tax) – (1) – – – (1)
These changes are the result of the exposure to interest rates from the Group’s floating rate cash and cash equivalents and debt. The sensitivity gains
and losses given above may vary because cash flows vary throughout the year and interest rate and currency hedging may be implemented after the
year end date in order to comply with the treasury policies outlined above.
CREDIT RISK
The Group’s policy is to minimise its exposure to credit risk from the failure of any single financial counterparty by spreading its risk across a portfolio
of financial counterparties and managing the aggregate exposure to each against certain pre-agreed limits. Exposure to counterparty credit risk

arising from deposits and derivatives (including forward currency contracts and cross currency swaps) is concentrated at the Group centre where
possible. Financial counterparty limits are derived from the long and short term credit ratings, and the balance sheet strength of the financial
counterparty. All financial counterparties are required to have a minimum short term credit rating from Moody’s of P-1 or equivalent from another
recognised agency.
The Group’s policy to manage the credit risk associated with trade and other receivables is set out in note 16.
HEDGING ACTIVITIES
The following section describes the derivative financial instruments the Group uses to apply the interest rate and foreign currency hedging strategies
described above.
FAIR VALUE HEDGES

The Group uses interest rate swaps to hedge the fair value of fixed rate borrowings. These instruments swap the fixed interest payable on the
borrowings into floating interest rates and hedge the fair value of the borrowings against changes in interest rates. These interest rate swaps all qualify

for fair value hedge accounting as defined by IAS 39.
CASH FLOW HEDGES

The Group uses interest rate swaps to hedge the cash flows from floating rate borrowings. These instruments swap floating interest payable on these
borrowings into fixed interest rates and hedge against cash flow changes caused by changing interest rates. The cash flows and income statement
impact hedged in this manner will occur between one and three years of the balance sheet date.
These interest rate swaps do not qualify for cash flow hedge accounting as defined by IAS 39 because the Group creates synthetic floating rate foreign
currency borrowings (see net investment hedges below) through the use of forward currency contracts and cross currency swaps which IAS 39
disallows as being designated as a hedged item.
These interest rate swaps are an effective economic hedge against the exposure of the Group’s floating rate borrowings to interest rate risk.
NET INVESTMENT HEDGES

The Group uses foreign currency denominated debt, forward currency contracts and cross currency swaps to partially hedge against the change in
the sterling value of its foreign currency denominated net assets due to movements in foreign exchange rates. The fair value of debt in a net investment
hedge was £2,519 million (2013: £1,464 million). A foreign exchange gain of £41 million (2013: £50 million) relating to the net investment hedges has
been netted off within currency translation differences as presented in the consolidated statement of comprehensive income.
DERIVATIVES NOT IN A HEDGING RELATIONSHIP

The Group has a number of derivative financial instruments that do not meet the criteria for hedge accounting. These include some interest rate swaps
and some forward currency contracts.


FAIR VALUE MEASUREMENT
All derivative financial instruments are shown at fair value in the balance sheet. The fair values have been determined by reference to Level 2 inputs
as defined by the fair value hierarchy of IFRS 13 ‘Fair value measurement’. Derivative financial instrument fair values are present values determined
from future cash flows discounted at rates derived from market sourced data. There were no transfers between levels in either the year ended
30 September 2014 or 2013. The fair values of derivative financial instruments represent the maximum credit exposure.
2014 2013
Current Non-current Current Non-current Current Non-current Current Non-current
assets assets liabilities liabilities assets assets liabilities liabilities
DERIVATIVE FINANCIAL INSTRUMENTS £m £m £m £m £m £m £m £m
Interest rate swaps:
Fair value hedges1 11 34 – – 2 41 – (1)
Not in a hedging relationship2 – – (1) – – – (1) –
Other derivatives:
Forward currency contracts and
cross currency swaps 4 16 (3) (1) 5 21 (2) –
Others 1 – – – – 1 – –
Total 16 50 (4) (1) 7 63 (3) (1)
1 Derivatives that are designated and effective as hedging instruments carried at fair value (IAS 39).
2 Derivatives carried at ‘fair value through profit or loss’ (IAS 39).
2014 2013
Fair value Cash flow Fair value Cash flow
swaps swaps swaps swaps
NOTIONAL AMOUNT OF DERIVATIVE FINANCIAL INSTRUMENTS BY CURRENCY £m £m £m £m
Sterling 220 – 220 –
US Dollar 615 472 680 395
Euro 741 27 393 38
Japanese Yen – 75 – 45
Other – 248 – 124
Total 1,576 822 1,293 602
2014 2013
Forward Effective Forward Effective
Gross currency currency of Gross currency currency of
EFFECTIVE CURRENCY DENOMINATION OF BORROWINGS borrowings contracts1 borrowings borrowings contracts1 borrowings
AFTER THE EFFECT OF DERIVATIVES £m £m £m £m £m £m
Sterling 835 (600) 235 599 (28) 571
US Dollar 1,041 623 1,664 1,113 (75) 1,038
Euro 917 (624) 293 533 (251) 282
Japanese Yen – 128 128 – 55 55
Other 30 482 512 20 275 295
Total 2,823 9 2,832 2,265 (24) 2,241
1 Includes cross currency contracts.

Strategic report
2014
Less than Between 1 Between 2 Between 3 Between 4 Over
1 year and 2 years and 3 years and 4 years and 5 years 5 years Total
GROSS DEBT MATURITY ANALYSIS £m £m £m £m £m £m £m
FIXED INTEREST
£250m Eurobond 2026 – – – – – 249 249
€500m Eurobond 2023 – – – – – 388 388
€600m Eurobond 2019 – – – – 461 – 461
£250m Eurobond 2014 250 – – – – – 250
US private placements – 100 35 – 154 769 1,058
Total fixed interest 250 100 35 – 615 1,406 2,406
Cash flow swaps (fixed leg) 278 442 102 – – – 822
Fair value swaps (fixed leg) (200) (59) (20) – (505) (792) (1,576)
Fixed interest liability 328 483 117 – 110 614 1,652
FLOATING INTEREST
Bank loans 4 52 250 – – – 306
Overdrafts 37 – – – – – 37
Total floating interest 41 52 250 – – – 343
Cash flow swaps (floating leg) (278) (442) (102) – – – (822)
Fair value swaps (floating leg) 200 59 20 – 505 792 1,576
Floating interest (asset)/liability (37) (331) 168 – 505 792 1,097
OTHER
Finance lease obligations 5 3 2 2 1 4 17

Fair value adjustments to borrowings1 1 2 1 – 27 26 57
Other liability 6 5 3 2 28 30 74
Gross debt excluding derivatives 297 157 288 2 643 1,436 2,823
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments2 (11) (19) (1) – (13) (16) (60)
Forward currency contracts1 (1) – – – – – (1)
Gross debt 285 138 287 2 630 1,420 2,762
1 Non-cash item (changes in the value of this non-cash item are reported via the currency translation gains/(losses) caption in note 28).
2 Non-cash item (changes in the value of this non-cash item are reported via the other non-cash movements caption in note 28).
2014
PRINCIPAL AND INTEREST MATURITY ANALYSIS £m £m £m £m £m £m £m

Gross debt 285 138 287 2 630 1,420 2,762
Less: Overdrafts (37) – – – – – (37)
Less: Fees and premiums capitalised on issue (1) (1) (1) (1) (4) (3) (11)
Less: Other non-cash items 11 17 – – (14) (10) 4
Repayment of principal 258 154 286 1 612 1,407 2,718
Interest cash flows on debt and derivatives (settled net) 102 83 75 68 74 221 623
Settlement of forward currency contracts and cross
currency swaps – payable leg (923) – – – (251) – (1,174)
currency swaps – receivable leg 919 – – – 234 – 1,153
Repayment of principal and interest 356 237 361 69 669 1,628 3,320


2013
GROSS DEBT MATURITY ANALYSIS £m £m £m £m £m £m £m
FIXED INTEREST
€600m Eurobond 2019 – – – – – 497 497
£250m Eurobond 2014 – 250 – – – – 250
US private placements 74 – 100 35 – 924 1,133
Total fixed interest 74 250 100 35 – 1,421 1,880
Cash flow swaps (fixed leg) 390 212 – – – – 602
Fair value swaps (fixed leg) (65) (200) (59) (20) – (949) (1,293)
Fixed interest liability 399 262 41 15 – 472 1,189
FLOATING INTEREST
Bank loans 4 2 49 250 – – 305
Overdrafts 20 – – – – – 20
Total floating interest 24 2 49 250 – – 325
Cash flow swaps (floating leg) (390) (212) – – – – (602)
Fair value swaps (floating leg) 65 200 59 20 – 949 1,293
Floating interest (asset)/liability (301) (10) 108 270 – 949 1,016
OTHER
Finance lease obligations 6 5 3 2 1 4 21
Fair value adjustments to borrowings1 – 12 4 1 – 22 39
Other liability 6 17 7 3 1 26 60
Gross debt excluding derivatives 104 269 156 288 1 1,447 2,265
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments2 (1) (20) (17) (2) – (23) (63)
Forward currency contracts1 (3) – – – – – (3)
Gross debt 100 249 139 286 1 1,424 2,199
1 Non-cash item (changes in the value of this non-cash item are reported via the currency translation gains/(losses) caption in note 28).
2 Non-cash item (changes in the value of this non-cash item are reported via the other non-cash movements caption in note 28).
2013
PRINCIPAL AND INTEREST MATURITY ANALYSIS £m £m £m £m £m £m £m
Gross debt 100 249 139 286 1 1,424 2,199
Less: Overdrafts (20) – – – – – (20)
Less: Fees and premiums capitalised on issue (2) (1) (1) (1) (1) (3) (9)
Less: Other non-cash items 4 8 13 1 – 1 27
Repayment of principal 82 256 151 286 – 1,422 2,197
Interest cash flows on debt and derivatives (settled net) 88 86 65 59 52 174 524
currency swaps – payable leg (140) – – – – – (140)
currency swaps – receivable leg 142 – – – – – 142
Repayment of principal and interest 172 342 216 345 52 1,596 2,723

Strategic report
21 TRADE AND OTHER PAYABLES
2014 2013
Current Non-current Total Current Non-current Total
TRADE AND OTHER PAYABLES £m £m £m £m £m £m
NET BOOK VALUE
At 1 October 3,054 75 3,129 3,010 38 3,048
Net movement 204 6 210 106 42 148
Currency adjustment (119) (3) (122) (62) (5) (67)
At 30 September 3,139 78 3,217 3,054 75 3,129
COMPRISED OF
Trade payables1 1,357 – 1,357 1,349 – 1,349
Social security and other taxes 280 – 280 279 – 279
Other payables 185 23 208 164 22 186
Deferred consideration on acquisitions1 13 21 34 17 6 23
Accruals2 1,041 34 1,075 990 47 1,037
Deferred income 257 – 257 248 – 248
Amounts owed to associates3 6 – 6 7 – 7
Trade and other payables 3,139 78 3,217 3,054 75 3,129
1 Categorised as ‘other financial liabilities’ (IAS 39).

2 Of this balance £436 million (2013: £393 million) is categorised as ‘other financial liabilities’ (IAS 39).
The directors consider that the carrying amount of trade and other payables approximates to their fair value. The current trade and other payables
are payable on demand.

Trade payable days for the continuing business at 30 September 2014 were 72 days (2013: 68 days).
22 PROVISIONS Provisions in
respect of
discontinued
and disposed Onerous Legal and Re-
Insurance businesses contracts other claims organisation Other Total
PROVISIONS £m £m £m £m £m £m £m
At 1 October 2012 217 52 79 105 94 56 603
Reclassified1 – (4) 4 1 (1) (4) (4)
Expenditure in the year (11) (1) (31) (5) (69) (18) (135)
Charged to income statement 23 – 4 10 46 12 95
Credited to income statement – – (4) (16) (6) (4) (30)

Unwinding of discount on provisions – – 3 – – – 3
Currency adjustment (1) – 1 (4) 3 – (1)
At 30 September 2013 228 47 56 91 67 42 531
At 1 October 2013 228 47 56 91 67 42 531
Reclassified1 (3) – (12) (20) – 14 (21)
Expenditure in the year (2) (1) (19) (9) (34) (24) (89)
Charged to income statement 9 – 9 8 11 2 39
Credited to income statement – – (7) (2) (3) (2) (14)
Business acquisitions – – 1 – – 1 2
Business disposals – – – – (3) – (3)
Unwinding of discount on provisions – – 3 – – – 3
Currency adjustment – – (2) (4) (2) (2) (10)
At 30 September 2014 232 46 29 64 36 31 438
1 Including items reclassified between accrued liabilities and other balance sheet captions.
2014 2013
PROVISIONS £m £m
Current 161 189

Non-current 277 342
Total provisions 438 531
The provision for insurance relates to the potential settlements in respect of claims under self-funded insurance schemes, primarily workers’
compensation schemes in the US, and is essentially long term in nature.
Provisions in respect of discontinued and disposed of businesses relate to estimated amounts payable in connection with onerous contracts and claims
arising from disposals. The final amount payable remains uncertain as, at the date of approval of these financial statements, there remains a further
period during which claims may be received. The timing of any settlement will depend upon the nature and extent of claims received.

22 PROVISIONS CONTINUED
Provisions for onerous contracts represent the liabilities in respect of short term and long term leases on unoccupied properties and other contracts
lasting under five years.
Provisions for legal and other claims relate principally to provisions for the estimated cost of litigation and other sundry claims. The timing of the
settlement of these claims is uncertain.
Provisions for reorganisation include provision for redundancy costs and these are expected to be utilised over the next two years.
Other provisions include environmental provisions. These are in respect of potential liabilities relating to the Group’s responsibility for maintaining
its operating sites in accordance with statutory requirements and the Group’s aim to have a low impact on the environment. These provisions are
expected to be utilised as operating sites are disposed of or as environmental matters are resolved.
Provisions are discounted to present value where the effect is material using the Group’s weighted average cost of capital.
23 POST-EMPLOYMENT BENEFIT OBLIGATIONS

PENSION SCHEMES OPERATED
The Group operates a number of pension arrangements throughout the world which have been developed in accordance with statutory requirements
and local customs and practices. The majority of schemes are self-administered and the schemes’ assets are held independently of the Group’s assets.
Pension costs are assessed in accordance with the advice of independent, professionally qualified actuaries. The Group makes employer contributions
to the various schemes in existence within the range of 1% to 39% of pensionable salaries.
The contributions payable for defined contribution schemes of £85 million (2013: £80 million) have been fully expensed against profits in the current year.
UK SCHEMES
Within the UK there are now three main arrangements. The Compass Retirement Income Savings Plan (CRISP), the Compass Group Pension Plan
(the Plan) and the Company’s stakeholder pension arrangement.
CRISP was launched on 1 February 2003. This has been the main vehicle for pension provision for new joiners in the UK since that date but existing
members of the Plan had continued to accrue benefits under those arrangements up until 5 April 2010. CRISP is a contracted-in money purchase
arrangement whereby the Group will match employee contributions up to 6% of pay (minimum 3%). Within CRISP a new defined contribution
section was established from April 2006 known as the Compass Higher Income Plan (CHIP). Senior employees who contribute to CRISP will receive
an additional employer only contribution into CHIP. The amount of contribution and eligibility for CHIP are decided annually at the Company’s
discretion. The payment towards CHIP may be taken in part, or in whole, as a cash supplement instead of a pension contribution.
CRISP has a Corporate Trustee. The Chairman, Nigel Palmer, is a current employee of the Group and was appointed a Trustee Director on
30 May 2013. The other five Trustee Directors are UK based employees of the Group, two of whom have been nominated by CRISP members.
At the date of this Report, there is a vacancy for one further Member-Nominated Trustee Director.
The Plan is a defined benefit arrangement. Those UK employees who transfer from the public sector under the Transfer of Undertakings (Protection
of Employment) Regulations 2006 are eligible to join the Plan, which has otherwise been closed to new entrants since 2003. Such transferees enter into
the GAD sections of the Plan and are known as ‘GAD members’. The Plan closed to future accrual for all existing members, other than GAD
members, on 5 April 2010. The affected members were offered membership of CRISP from 6 April 2010.
The Plan is operated on a pre-funded basis. The funding policy is to contribute such variable amounts, on the advice of the actuary, as achieves a
100% funding level on a projected salary basis. The actuarial assessments covering expense and contributions are carried out by independent qualified
actuaries. A formal actuarial valuation of the Plan is carried out every three years. The most recent valuation of the Plan took place as at 5 April 2013.
At the valuation date, the total market value of the assets of the Plan was £1,808 million which represented 92% of the benefits that had accrued to
members after allowing for expected future increases in earnings.
By agreement with the Trustees, the Company has agreed to eliminate the 5 April 2013 deficit over a period of six years and three months
to 31 December 2019 through monthly payments totalling £26 million per annum. The next triennial valuation is due to be completed as at
5 April 2016. The Plan is reappraised annually by independent actuaries in accordance with IAS 19(R) ‘Employee Benefits’ requirements.
The Plan has a Corporate Trustee. The Chairman, Peter Morriss to 11 October 2013 and Phillip Whittome from 11 October 2013, and one other
Trustee Director are independent. There are a further five Trustee Directors who are either UK based employees or former employees of the Group,
three of whom have been nominated by Plan members.
The Company became subject to the Pensions Automatic Enrolment Regulations for its workforce in the UK on 1 November 2012 but, in accordance
with the Regulations, deferred its staging date for automatic enrolment of eligible employees until 2 January 2013 in order to ensure that adequate
systems were in place and employees were not impacted over the Christmas period. Both the Plan and CRISP are compliant arrangements under
these Regulations and have been registered as such.
Employees who are not already in one of these registered compliant arrangements have been automatically enrolled into the National Employment
Savings Trust (NEST). The decision to appoint NEST as the Company’s partner for automatic enrolment was made following a comprehensive
selection process and the Company considers that NEST provides the right type of service, communication material and investment choice for our
employees and that it has the capabilities to support a company as large and diverse as Compass.

Strategic report
23 POST-EMPLOYMENT BENEFIT OBLIGATIONS CONTINUED
OVERSEAS SCHEMES
In the USA, the main plan is a defined benefit plan. The funding policy, in accordance with government guidelines, is to contribute such variable
amounts, on the advice of the actuary, as achieves a 100% funding level on a projected salary basis. In Canada, Norway and Switzerland, the Group
also participates in funded defined benefit arrangements.
In other countries, Group employees participate primarily in state arrangements to which the Group makes the appropriate contributions.
Other than where required by local regulation or statute, the defined benefit schemes are closed to new entrants. For these schemes, the current service
cost will increase under the projected unit credit method as the members of the schemes approach retirement.
In addition, the Group contributes to a number of multi-employer union sponsored pension plans, primarily in the USA. These plans are accounted
for as defined contribution plans, as the information provided by the plan administrators is insufficient for them to be accounted for as defined benefit
plans. The Group made total contributions of £10 million in the year (2013: £10 million) to these arrangements.
ALL DEFINED BENEFIT SCHEMES

The Group’s obligations in respect of defined benefit pension schemes are calculated separately for each scheme by estimating the amount of future
benefit that employees have earned in return for their service in the current and prior years. That benefit is discounted to determine its present value
and the fair value of scheme assets is then deducted. The discount rate used is the yield at the valuation date on high quality corporate bonds, that
exactly matches the timing of the expected benefit payments over future years.
The Group takes advice from independent actuaries relating to the appropriateness of the assumptions which include life expectancy of members,
expected salary and pension increases, and inflation. It is important to note that comparatively small changes in the assumptions used may have
a significant effect on the income statement and balance sheet.
The liabilities of the defined benefit schemes are measured by discounting the best estimate of future cash flows to be paid using the projected unit

method. This method is an accrued benefits valuation method that makes allowances for projected earnings. These calculations are performed by
a qualified actuary.
Disclosures showing the assets and liabilities of the schemes are set out below. These have been calculated on the following assumptions:
UK schemes USA schemes Other schemes

2014 2013 2014 2013 2014 2013
Discount rate 4.0% 4.4% 3.9% 4.3% 2.5% 3.6%
Inflation 3.2% 3.4% 2.3% 2.2% 1.7% 2.0%
CPI inflation 2.45% 2.65% n/a n/a n/a n/a
Rate of increase in salaries 3.2% 3.4% 3.0% 3.0% 1.7% 2.1%
Rate of increase for pensions in payment 3.1% 3.3% 2.3% 2.2% 0.3% 0.5%
Rate of increase for deferred pensions* 2.8% 3.0% 0.0% 0.0% 0.0% 0.0%

* This assumption is now presented as a weighted average.
The mortality assumptions used to value the UK pension schemes are derived from the S1NA generational mortality tables with improvements in line
with the projection model prepared by the Continuous Mortality Investigation of the UK actuarial profession, with no rating for males and +0.6 year
age adjustment for females, with a long term underpin of 1.25%. These mortality assumptions take account of experience to date, and assumptions for
further improvements in the life expectancy of scheme members. The Group estimates the average duration of the UK Plan’s liabilities to be 18 years
(2013: 18 years).
Examples of the resulting life expectancies are as follows:
2014 2013
LIFE EXPECTANCY AT AGE 65 Male Female Male Female
Member aged 65 in 2014 (2013) 22.5 24.4 22.4 24.4
Member aged 65 in 2039 (2038) 24.8 26.9 24.7 26.8
The other demographic assumptions have been set having regard to the latest trends in scheme experience and other relevant data. The assumptions
are reviewed and updated as necessary as part of the periodic actuarial valuation of pension schemes.
For the overseas schemes, regionally appropriate assumptions have been used where recommended by local actuaries. The mortality assumptions used
to value USA schemes are derived from the RP2000 combined healthy table, generational BB2D scale. Examples of the resulting life expectancies are
as follows:
2014 2013
LIFE EXPECTANCY AT AGE 65 Male Female Male Female
Member aged 65 in 2014 (2013) 20.9 23.3 19.2 21.0
Member aged 65 in 2039 (2038) 22.9 25.5 21.0 22.1


SENSITIVITIES OF PRINCIPAL ASSUMPTIONS
Measurement of the Group’s defined benefit obligations is particularly sensitive to changes in key assumptions, including discount rate, life expectancy
and inflation. The sensitivities of the principal assumptions used to measure the defined benefit obligations of the schemes are set out below:
ASSUMPTION Change in assumption Impact on scheme deficit 2014 Impact on scheme deficit 2013
UK
Discount rate Increase by 0.5% Decrease by £170 million Decrease by £159 million
Decrease by 0.5% Increase by £181 million Increase by £169 million
Inflation Increase by 0.5% Increase by £104 million Increase by £98 million
Decrease by 0.5% Decrease by £99 million Decrease by £94 million
CPI Inflation Increase by 0.5% Increase by £29 million Increase by £27 million
Life expectations from age 65 Increase by 1 year Increase by £55 million Increase by £49 million
Life expectations – annual improvement rate Increase by 0.25% per annum Increase by £26 million Increase by £22 million
USA AND OTHER
Discount rate Increase by 0.5% Decrease by £18 million Decrease by £19 million
Decrease by 0.5% Increase by £19 million Increase by £20 million
Inflation Increase by 0.5% Increase by £4 million Increase by £5 million
Life expectations from age 65 Increase by 1 year Increase by £8 million Increase by £6 million
The sensitivities above consider the impact of the single change shown, with the other assumptions assumed to be unchanged. The sensitivity analyses
have been determined based on a method that extrapolates the impact on the defined benefit obligations as a result of reasonable changes in key
assumptions occurring at the end of the reporting period. In practice, changes in one assumption may be accompanied by offsetting changes in
another assumption, although this is not always the case. The impact of a change in the UK inflation rate shown above includes the impact of a
change in both the RPI and CPI inflation rates.
The Group’s net pension deficit is the difference between the schemes’ liabilities and the schemes’ assets. Changes in the assumptions may occur at the
same time as changes in the market value of scheme assets. These may or may not offset the changes in assumptions. For example, a fall in interest
rates will increase the schemes’ liabilities but may also trigger an offsetting increase in the market value of certain assets so there is no effect on the
Group’s liability.
ANALYSIS OF THE FAIR VALUE OF PLAN ASSETS

At 30 September 2014, the assets of the various schemes were invested in a diversified portfolio that consisted primarily of equities and debt securities.
The fair value of these assets is shown below by major category:
2014 2013
UK USA Other Total UK USA Other Total
FAIR VALUE OF PLAN ASSETS BY MAJOR CATEGORY £m £m £m £m £m £m £m £m
EQUITY TYPE ASSETS
Global equities quoted 541 165 11 717 581 110 13 704
Global equities unquoted – – 12 12 – – 10 10
GOVERNMENT BONDS
UK fixed interest quoted 352 – – 352 – – – –
UK index linked quoted 625 – – 625 842 – – 842
Overseas quoted – 14 6 20 – 11 3 14
Overseas unquoted – – 20 20 – – 31 31
CORPORATE BONDS
Corporate bonds quoted 278 68 – 346 248 129 3 380
Corporate bonds unquoted – – 2 2 – – 2 2
Diversified securities quoted – 9 – 9 – – – –
OTHER ASSETS
Property funds quoted 145 – 1 146 97 – 1 98
Property funds unquoted – – 13 13 – – 14 14
Insurance policies unquoted – – 11 11 – – 47 47
Other assets – – 5 5 – – 2 2
Cash and cash equivalents 3 23 3 29 4 – 1 5
At 30 September 1,944 279 84 2,307 1,772 250 127 2,149

Strategic report
The UK Plan has substantial holdings of diversified global equity type investments, mainly shares in listed companies. The return on these
investments is variable, and they are generally considered to be ‘riskier’ investments. However, it is generally accepted that the yield on these
investments will contain a premium to compensate investors for this additional risk. There is significant uncertainty about the likely size of this risk
premium. In respect of investments held in global equities there is also a risk of unfavourable currency movements. The Trustee manages these risks
by holding approximately 50% of those investments in funds which are hedged against currency movements.
The Trustee also holds corporate bonds and other fixed interest securities. The risk of default on these is assessed by various rating agencies. Some
of these bond investments are issued by HM Government. The risk of default on these is lower compared to the risk on corporate bond investments,
although some risk may remain. The expected yield on bond investments with fixed interest rates can be derived exactly from their market value.
2014 2013
MOVEMENTS IN THE FAIR VALUE UK USA Other Total UK USA Other Total
OF PLAN ASSETS £m £m £m £m £m £m £m £m
At 1 October 1,772 250 127 2,149 1,546 224 129 1,899
Currency adjustment – – (6) (6) – (1) (2) (3)
Interest income on plan assets 78 10 3 91 67 14 5 86
income 122 14 1 137 109 10 – 119
Employee contributions – 15 2 17 – 14 3 17
Employer contributions 30 15 15 60 102 16 28 146
Benefits paid (58) (24) (14) (96) (52) (20) (23) (95)
Administration expenses paid from plan
assets – (1) – (1) – – – –
Disposals and plan settlements – – (44) (44) – (7) (13) (20)

At 30 September 1,944 279 84 2,307 1,772 250 127 2,149
2014 2013
MOVEMENT IN THE PRESENT VALUE OF DEFINED UK USA Other Total UK USA Other Total
BENEFIT OBLIGATIONS £m £m £m £m £m £m £m £m
At 1 October 1,790 352 216 2,358 1,678 342 241 2,261
Currency adjustment – – (13) (13) – (1) (1) (2)
Current service cost 2 7 9 18 2 7 12 21
Past service cost – 1 (5) (4) – – – –
Interest expense on benefit obligations 78 14 6 98 74 16 7 97
Remeasurements – demographic assumptions 12 9 2 23 (44) – 6 (38)
Remeasurements – financial assumptions 96 15 11 122 119 – (13) 106
Remeasurements – experience – 1 2 3 13 1 (2) 12
Employee contributions – 15 2 17 – 14 3 17

Benefits paid (58) (24) (14) (96) (52) (20) (23) (95)
Disposals and plan settlements – – (44) (44) – (7) (14) (21)
Acquisitions – – 1 1 – – – –
At 30 September 1,920 390 173 2,483 1,790 352 216 2,358
2014 2013
PRESENT VALUE OF DEFINED UK USA Other Total UK USA Other Total
BENEFIT OBLIGATIONS £m £m £m £m £m £m £m £m
Funded obligations 1,878 301 107 2,286 1,750 273 150 2,173
Unfunded obligations 42 89 66 197 40 79 66 185
Total obligations 1,920 390 173 2,483 1,790 352 216 2,358
2014 2013
POST-EMPLOYMENT BENEFIT OBLIGATIONS RECOGNISED IN THE BALANCE SHEET £m £m
Present value of defined benefit obligations1 2,483 2,358
Fair value of plan assets (2,307) (2,149)
Post-employment benefit obligations recognised in the balance sheet 176 209
1 As disclosed in section A, Accounting convention and basis of preparation, in the Accounting Policies, a past service cost of £1 million has been recognised in the balance sheet
as at 30 September 2013.
Certain Group companies have taken out life insurance policies and invested in mutual funds which will be used to meet unfunded pension
obligations. The current value of these policies and other assets, £27 million (2013: £24 million), may not be offset against pension obligations under
IAS 19(R) and is reported within note 14.


AMOUNTS RECOGNISED THROUGH THE INCOME STATEMENT
The amounts recognised through the consolidated income statement within the various captions are as follows:
2014 2013
UK USA Other Total UK USA Other Total
£m £m £m £m £m £m £m £m
Current service cost 2 7 9 18 2 7 12 21
Past service cost – 1 (5) (4) – – – –
Charged to operating expenses 2 8 4 14 2 7 12 21
Interest expense on benefit obligations 78 14 6 98 74 16 7 97
Interest income on plan assets (78) (10) (3) (91) (67) (14) (5) (86)
Charged to finance costs – 4 3 7 7 2 2 11
Total charged in the consolidated income
statement 2 12 7 21 9 9 14 32
The Group made total contributions to defined benefit schemes of £60 million in the year (2013: £146 million), including exceptional advance
payments of £nil (2013: £72 million) and expects to make regular ongoing contributions to these schemes of £65 million in 2015.
AMOUNTS RECOGNISED THROUGH THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The amounts recognised through the consolidated statement of comprehensive income are as follows:
2014 2013
£m £m
Remeasurement of post-employment benefit obligations
Effect of changes in demographic assumptions (23) 38
Effect of changes in financial assumptions (122) (106)
Effect of experience adjustments (3) (12)
Remeasurement of post-employment benefit obligations – loss (148) (80)
Return on plan assets, excluding interest income – gain 137 119
Total recognised in the consolidated statement of comprehensive income (11) 39
24 SHARE CAPITAL

During the year, 128,800 options were granted under The Compass Group Share Option Plan 2010. All options were granted over the Company’s
ordinary shares and the grant price was equivalent to the market value of the Company’s shares at the date of grant. No options were granted under
any of the Company’s other share option plans.
During the year, the Company completed the on market share buyback programme that commenced on 7 January 2013 and commenced a further
programme. A total of 21,752,881 ordinary shares of 10 pence each were repurchased for consideration of £200 million and cancelled in the period
to 26 March 2014.
On 14 May 2014, Compass Group PLC announced a Return of Cash to shareholders of approximately £1 billion. The Return of Cash was
accompanied by a consolidation of the existing ordinary shares in the ratio of 16 new ordinary shares for every 17 existing ordinary shares held.
Following approval of the Return of Cash to shareholders on 11 June 2014, 1,366,745,487 C shares of 0.0001 pence each and 419,413,879 B shares
of 56 pence each were issued on 8 July 2014 following partial capitalisation of the share premium account. On 15 July 2014 a dividend of 56 pence
per share was declared on the C shares at a cost of £765 million payable on 29 July 2014 and these shares were reclassified as deferred shares. On the
same day the B shares were redeemed for 56 pence per share at a cost of £235 million, payable on 29 July 2014. The deferred shares were redeemed
on 15 July 2014. Following redemption, the B shares and deferred shares were cancelled. Costs in relation to the Return of Cash were £2 million.
The on market share buyback programme was resumed on 31 July 2014. During the period to 30 September 2014, a total of 8,000,000 ordinary
shares of 10 5⁄8 pence each were repurchased for consideration of £78 million and cancelled. The Company also contracted to repurchase a further
200,000 ordinary shares of 10 5⁄8 pence each before 30 September 2014 for consideration of £1.9 million which was settled in October 2014.

Strategic report
24 SHARE CAPITAL CONTINUED
2014 2013
ALLOTTED SHARE CAPITAL Number of shares £m Number of shares £m
Allotted and fully paid:
Ordinary shares of 10p each – – 1,804,035,995 180
New ordinary shares of 105/8p each 1,673,886,784 178 – –
1,673,886,784 178 1,804,035,995 180
Ordinary and new ordinary shares allotted during the year 1 –
Repurchase of ordinary and new ordinary shares (3) (6)
NUMBER OF SHARES 2014 2013

New ordinary
Ordinary shares of shares of B shares of C shares of Deferred shares of Ordinary shares of
ALLOTTED SHARE CAPITAL 10p each 105/8p each 56p each 0.0001p each 0.0001p each 10p each
At 1 October 1,804,035,995 – – – – 1,855,164,098
Ordinary and new ordinary shares
allotted during the year on exercise
of share options 2,542,672 795,616 – – – 3,419,777
Ordinary shares allotted during the
year on release of Long Term
Incentive Plan awards 1,333,578 – – – – 1,788,086
Ordinary shares issued to Compass

Group Employee Share Trust 2 – – – – –
Repurchase of ordinary and
new ordinary shares (21,752,881) (8,000,000) – – – (56,335,966)
B and C shares issued through
capitalisation of share premium
account – – 419,413,879 1,366,745,487 – –
Conversion of 17 ordinary shares
of 10p each to 16 new ordinary
shares of 105/8p each (1,786,159,366) 1,681,091,168 – – – –
Redemption and cancellation of B shares – – (419,413,879) – – –
Reclassification of C shares to
deferred shares – – – (1,366,745,487) 1,366,745,487 –
Cancellation of deferred shares – – – – (1,366,745,487) –
At 30 September – 1,673,886,784 – – – 1,804,035,995

At 30 September 2014, employees held options over a total of 15,296,670 new ordinary shares under the Group’s Executive and Management Share
Option Plans as follows:
Option price
EXECUTIVE AND MANAGEMENT per share
SHARE OPTION PLANS Exercisable Number of shares pence
Date of grant:
1 December 2004 1 December 2007 – 30 November 2014 593,425 229.25
14 December 2005 14 December 2008 – 13 December 2015 278,690 210.00
12 June 2006 12 June 2009 – 11 June 2016 5,000 234.50
30 March 2007 30 March 2010 – 29 March 2017 387,392 335.75
28 September 2007 28 September 2010 – 27 September 2017 28,660 310.75
28 March 2008 28 March 2011 – 27 March 2018 539,771 321.50
31 March 2009 31 March 2012 – 30 March 2019 1,032,399 319.00
30 September 2009 30 September 2012 – 29 September 2019 7,635 372.40
13 May 2010 13 May 2013 – 12 May 2020 1,175,188 557.50
25 November 2010 25 November 2013 – 24 November 2020 44,554 566.00

19 May 2011 19 May 2014 – 18 May 2021 2,025,476 575.00
17 May 2012 17 May 2015 – 16 May 2022 4,521,834 627.00
16 May 2013 16 May 2016 – 15 May 2023 4,182,609 878.00
15,296,670

24 SHARE CAPITAL CONTINUED

Options granted after 3 February 2011 under the terms of The Compass Group Share Option Plan 2010 may be net settled at the discretion of the
Company on exercise by the option holders, sufficient new ordinary shares being issued to satisfy the profit realised during the period of the option.
In addition, shares have also been awarded under the Compass Group PLC Long Term Incentive Plan 2010 (LTIP 2010):
Vesting date Number of shares Performance target
Date of award:
25 November 2011 1 October 2014 1,517,092 50% TSR/50% AFCF
17 May 2012 1 October 2014 114,832 50% TSR/50% AFCF
12 February 2013 1 October 2015 1,159,860 33% TSR/33% AFCF/33% ROCE
18 February 2013 1 October 2015 18,717 33% TSR/33% AFCF/33% ROCE
29 November 2013 1 October 2016 868,422 33% TSR/33% AFCF/33% ROCE
29 November 2013 1 October 2016 13,556 50% AFCF/50% ROCE
9 July 2014 9 July 2017 1,484,092 50% AFCF/50% ROCE
5,176,571
The performance and vesting conditions are described in more detail in note 25.
25 SHARE-BASED PAYMENTS

SHARE OPTIONS
Full details of The Compass Group Share Option Plan 2010 (CSOP 2010), the Compass Group Share Option Plan (CSOP 2000), the Compass Group
Management Share Option Plan (Management Plan) (collectively the Executive and Management Share Option Plans) and the UK Sharesave Plan are
set out in prior years’ Annual Reports which are available on the Company’s website.
The consolidation of Compass Group PLC shares that took place during the year had no impact on the number of options outstanding under these
plans or on the other terms and conditions that apply to them other than consideration by the Remuneration Committee of the impact on the
performance targets that relate to these awards.
The following tables illustrate the number and weighted average exercise prices of, and movements in, share options during the year:
2014 2013
Weighted Weighted
average average
Number of exercise Number of exercise
share price share price
EXECUTIVE AND MANAGEMENT SHARE OPTION PLANS options pence options pence
Outstanding at 1 October 21,107,790 577.50 21,774,335 469.17
Granted 128,800 922.00 4,650,560 869.56
Exercised (3,338,288) 397.11 (3,419,777) 342.63
Lapsed (following net settlement) (1,604,825) 570.53 (860,654) 557.50
Expired (381,300) 342.91 (323,450) 317.20
Lapsed (615,507) 658.71 (713,224) 443.15
Outstanding at 30 September 15,296,670 623.07 21,107,790 577.50
Exercisable at 30 September 6,118,190 438.93 7,632,895 371.03
2014 2013
Weighted Weighted
average average
Number of exercise Number of exercise
share price share price
UK SHARESAVE PLAN options pence options pence
Outstanding at 1 October – – 12,965 179.20
Lapsed – – (12,965) 179.20
Outstanding at 30 September – – – –

Strategic report
25 SHARE-BASED PAYMENTS CONTINUED
INFORMATION RELATING TO ALL OPTION SCHEMES
The weighted average share price at the date of exercise for share options exercised during the year was 951.30 pence (2013: 826.94 pence).
The executive and management options outstanding at the end of the year have a weighted average remaining contractual life of 6.7 years
(2013: 7.0 years).
In the year, options were granted on 29 November 2013 under the terms of the CSOP 2010. The estimated fair value of options granted on these dates
was 98.06 pence. In 2013, options were granted on 22 November 2012 and 16 May 2013. The estimated fair value of these options was 95.82 pence and
99.88 pence respectively.
Fair values for the executive and management schemes were calculated using a binomial distribution option pricing model so that proper allowance is
made for the presence of performance conditions and the possibility of early exercise. In addition, a Monte Carlo simulation model was used to estimate
the probability of performance conditions being met. The inputs to the option pricing models are reassessed for each grant.
The expected volatility is calculated with reference to weekly movements in the Compass share price over the three years prior to the grant date.
The following assumptions were used in calculating the fair value of options granted under the CSOP 2010:
ASSUMPTIONS – OPTIONS 2014 2013
Expected volatility 15.3% 17.4%
Risk free interest rate 1.8% 1.0%
Dividend yield 2.6% 2.5%
Expected life 6.0 years 6.0 years
Weighted average share price at date of grant 921.00p 875.49p
Weighted average option exercise price 922.00p 869.56p

Vesting of options awarded from October 2005 onwards depends on the achievement of the Adjusted Free Cash Flow (AFCF) target. For options
granted after 30 September 2006, 100% of the options will vest if the maximum target is met and a proportion of the awards will vest if the threshold
target is met, as set out in the table shown below. Awards vest on a straight line basis for AFCF between these two points.
Target
Threshold Maximum
EXECUTIVE AND MANAGEMENT AFCF AFCF
SHARE OPTION PLANS Performance period £m % of award £m % of award
Granted on:
25 November 2011 and 17 May 2012 1 October 2011 – 30 September 2014 2,360 25% 2,478 100%
22 November 2012 and 16 May 2013 1 October 2012 – 30 September 2015 2,246 0% 2,482 100%
29 November 2013 1 October 2013 – 30 September 2016 2,423 0% 2,679 100%

Performance targets applying to earlier grants under the Executive and Management Share Option Plans have been met in full.
LONG TERM INCENTIVE PLANS

Full details of The Compass Group PLC Long Term Incentive Plan 2010 (2010 LTIP) can be found in the Directors’ Remuneration Report on
pages 59 to 76.
The consolidation of Compass Group PLC shares that took place during the year had no impact on the number of awards outstanding under these plans
or on the other terms and conditions that apply to them other than consideration by the Remuneration Committee of the impact on the performance
targets that relate to these awards.
The following table shows the movement in share awards during the year:
2014 2013
Number Number
LONG TERM INCENTIVE PLANS of shares of shares
Outstanding at 1 October 4,170,607 4,780,116
Awarded 2,381,464 1,178,577
Released (1,333,578) (1,788,086)
Lapsed (41,922) –
Outstanding at 30 September 5,176,571 4,170,607

Available for release at 30 September – –

25 SHARE-BASED PAYMENTS CONTINUED 2014 2013

Number Number
PERFORMANCE TARGETS – LONG TERM INCENTIVE PLANS of shares of shares
Total shareholder return (TSR) 1,498,295 1,888,874
Cumulative three year adjusted free cash flow (AFCF) 2,247,119 1,888,874
Improvement in return on capital employed (ROCE) 1,431,157 392,859
Outstanding at 30 September 5,176,571 4,170,607
Vesting of a proportion of LTIP awards is dependent on the Group’s total shareholder return (TSR) performance relative to a comparator group of
non-financial companies included within the FTSE 100 Index. This performance condition is treated as a market based condition for valuation
purposes and an assessment of the vesting probability is built into the grant date fair value calculations. This assessment was calculated using a Monte
Carlo simulation option pricing model.
Vesting of a proportion of LTIP awards is dependent on the achievement of the cumulative three year AFCF target. 100% of that element of the award
will vest if the maximum AFCF target is met, and a proportion of the award will vest if the threshold AFCF target is met, as set out in the table below.
Awards vest on a straight line basis between these two points.
Target
Threshold Maximum
AFCF AFCF
LONG TERM INCENTIVE PLANS Performance period £m % of award £m % of award
Awarded during the year commencing:
1 October 2011 1 October 2011 – 30 September 2014 2,360 25% 2,478 100%
Vesting of a proportion of LTIP awards is dependent on the achievement of the ROCE improvement target over the performance period. 100% of that
element of the award will vest if the maximum ROCE improvement target is met, and a proportion of the award will vest if the threshold growth
target is met, as set out in the table below. Awards vest on a straight line basis between these two points.
Target
Threshold Maximum
ROCE ROCE
LONG TERM INCENTIVE PLANS Performance period % % of award % % of award
Awarded year commencing:
1 October 2012 1 October 2012 – 30 September 2015 17.9% 25% 19.6% 100%
1 October 2013 1 October 2013 – 30 September 2016 18.4% 0% 20.1% 100%
The fair value of awards subject to AFCF and ROCE improvement performance targets was calculated using the Black-Scholes option pricing model.
The vesting probability of each element has been assessed based on a simulation model of the AFCF and ROCE improvement forecasts. The AFCF
performance targets relating to LTIP awards made in the years commencing 1 October 2009 and 1 October 2010 were met in full and the maximum
number of shares available were released to the participants.
The element of awards made in the year commencing 1 October 2009 dependent upon TSR performance targets also vested in full and the maximum
number of shares available were released to participants as the Company’s TSR performance was within the top quartile of the comparator group. For
awards made in the year commencing 1 October 2010, the Company’s TSR performance fell just outside the top quartile of the comparator group and
as a result 96.1% of that element of the award vested. The weighted average share price at the date of release for LTIP awards released during 2014
was 938.50 pence (2013: 720.51 pence).
The LTIP awards outstanding at the end of the year have a weighted average remaining contractual life of 1.5 years (2013: 1.1 years).
For the year ended 30 September 2014, LTIP awards were made on 29 November 2013 and 9 July 2014 for which the estimated fair value was
582.03 pence and 653.22 pence respectively. For year ended 30 September 2013, LTIP awards were made on 12 February 2013 and 18 February 2013
for which the estimated fair value was 601.42 pence and 608.28 pence respectively. These awards were all made under the terms of the 2010 LTIP.
The inputs to the option pricing model are reassessed for each award. The following assumptions were used in calculating the fair value of LTIP
awards made during the year:
ASSUMPTIONS – LONG TERM INCENTIVE PLANS 2014 2013

Strategic report
RESTRICTED SHARES
The following table shows the movement in restricted share awards during the year:
2014 2013
Number Number
RESTRICTED SHARES of shares of shares
Outstanding at 1 October 118,353 119,206
Awarded 264,770 35,000
Vested and released (35,853) (35,853)
Outstanding at 30 September 347,270 118,353
Vested and available for release at 30 September – –
2014 2013
Number Number
RESTRICTED SHARES (PHANTOM AWARDS) of shares of shares
Vested and available for release at 30 September – –
The phantom restricted shares were awarded on 25 November 2011 and will vest on 25 November 2014 subject to the achievement of a period of
service performance conditions. These awards are cash-settled and the fair value is reassessed at each balance sheet date. The carrying amount as
at 30 September 2014 is £0.5 million (2013: £0.3 million).

The fair value of restricted shares awarded in the year, including phantom awards, was calculated using the Black-Scholes option pricing model, using
the following assumptions:
ASSUMPTIONS – RESTRICTED SHARES 2014 2013
The weighted average share price at the date of release for restricted share awards released during 2014 was 997.93 pence (2013: 806.36 pence).
DEFERRED ANNUAL BONUS PLAN

Certain senior executives participate in the Deferred Annual Bonus Plan. Awards made before 30 September 2013 comprised two elements. Payment

of a portion of the annual bonus awarded to these executives is deferred for three years. The amount released on expiry of the deferral period may be
increased subject to achievement of organic revenue growth, profit growth and personal performance targets. Any amount paid in cash must be
immediately reinvested in ordinary shares of the Company which must then be held for a qualifying period.
The second element of the award reflects the growth in the Company’s share price over the deferral period assuming that the deferred element of the
annual bonus had been invested in ordinary shares of the Company at the start of the deferral period. The fair value of the awards is determined by
using the Black-Scholes option pricing model. Any sum payable at the end of the deferral period is paid in cash. The Group has recorded a liability
of £2.5 million (2013: £1.2 million) in respect of awards made before 30 September 2013 under this plan.
The terms of the plan were revised in 2014. Payment of a portion of the annual bonus awarded to certain executives is converted into shares. Subject
to the achievement of organic revenue growth, cumulative PBIT and personal performance targets over the three year deferral period, the number of
deferred shares may be increased. Deferred shares are only released to the participants if minimum threshold performance levels are met. A total of
285,040 deferred shares have been awarded which will vest in full if the maximum performance targets are met. 75% of the awards will vest if
minimum threshold performance levels are met. Awards vest on a straight line basis between these two points.
The fair value of these awards has been calculated using the Black-Scholes option pricing model, using the following assumptions:
ASSUMPTIONS – DEFERRED ANNUAL BONUS PLAN 2014 2013
Expected volatility 15.3% –

Risk free interest rate 0.7% –
Dividend yield 2.6% –
Expected life 3.0 years –
Weighted average share price at date of grant 921.00p –


ACCELERATED GROWTH PLAN
Contingent share awards under this plan have been awarded to the leadership team in certain countries in order to reward and encourage the growth
of those businesses. Vesting of these awards is subject to the achievement of local organic revenue growth, cumulative PBIT and personal performance
targets over the three year period. A total of 605,564 contingent shares were awarded in the year to 30 September 2014 of which 42,494 have subsequently
lapsed. The remaining 563,070 contingent shares will vest in full if the maximum performance targets are met. 50% of the awards will vest if minimum
threshold performance levels are met. Awards vest on a straight line basis between these two points. No further awards were made in the year to
30 September 2014.
The fair value of these awards has been calculated using the Black-Scholes option pricing model.
LONG TERM BONUS PLAN

Certain executives participating in the Long Term Bonus Plan in prior years received an award of deferred Compass Group PLC shares. The award
of bonus shares is subject to performance conditions and matching shares may be released by the Company following the completion of a further period
of service. The terms of the Plan require that these shares are purchased in the market, rather than being issued by the Company. The shares are
purchased and distributed by the ESOP and LTIPT.
The following table illustrates the movement in the number of awards during the year:
2014 2013
Number of Number of
LONG TERM BONUS PLAN shares shares
Released (67,685) –
Lapsed (7,802) –
The fair value of bonus shares awarded is calculated using the Black-Scholes option pricing model; however, no new awards were made in either 2014 or 2013.
The weighted average share price at the date of release for share bonus awards released during 2014 was 966.00 pence. No awards were released during
2013. The share bonus awards have all vested, although certain executives have elected to defer taking their entitlements for a further period of up to
3.3 years (2013: 4.3 years), the weighted average deferral period being 1.3 years (2013: 1.8 years).
INCOME STATEMENT EXPENSE

The Group recognised an expense of £13 million (2013: £11 million) for continuing operations in respect of equity-settled share-based payment
transactions and £2 million (2013: £2 million) in respect of cash-settled share-based payment transactions.
26 BUSINESS COMBINATIONS

The Group has completed a number of small infill acquisitions in several countries for total consideration of £138 million, of which £107 million was
paid in the year. In addition, the Group paid a further £18 million deferred consideration relating to prior years and increased its investments in
associates in the year with a gross spend of £48 million.
Acquisition transaction costs expensed in the year to 30 September 2014 were £3 million (2013: £3 million).
In the period from acquisition to 30 September 2014, the acquisitions contributed revenue of £76 million and operating profit of £3 million to the
Group’s results.
If the acquisitions had occurred on 1 October 2013, it is estimated that Group revenue for the period would have been £17,121 million and total Group
operating profit (including associates) would have been £1,225 million.

Strategic report
27 RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED BY OPERATIONS
2014 2013
RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED BY CONTINUING OPERATIONS £m £m
Operating profit from continuing operations 1,208 792
Adjustments for:
Acquisition transaction costs 3 3
Amortisation of intangible assets 128 118
Amortisation of intangible assets arising on acquisition 25 25
Depreciation of property, plant and equipment 191 181
Profit on disposal of property, plant and equipment/intangible assets (1) –
Goodwill impairment – 377
Decrease in provisions (64) (71)
Decrease in post-employment benefit obligations (45) (54)
Share-based payments – charged to profits 13 12
Operating cash flows before movement in working capital 1,458 1,383
(Increase)/decrease in inventories (18) 1
(Increase)/decrease in receivables (154) 3
Increase in payables 156 98
Cash generated by continuing operations 1,442 1,485
28 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

This table is presented as additional information to show movement in net debt, defined as overdrafts, bank and other borrowings, finance leases and

derivative financial instruments, net of cash and cash equivalents.
Gross debt
Total
Cash and Bank and overdrafts Derivative Total
cash Bank other and Finance financial gross Net
equivalents overdrafts borrowings borrowings leases instruments debt debt
NET DEBT £m £m £m £m £m £m £m £m
At 1 October 2012 728 (58) (1,699) (1,757) (28) 84 (1,701) (973)
Net increase in cash and cash equivalents 297 – – – – – – 297
Cash inflow from issue of bonds – – (563) (563) – – (563) (563)
Cash outflow/(inflow) from other changes in
gross debt – 40 11 51 – (42) 9 9
Cash outflow from repayment of obligations
under finance leases – – – – 9 – 9 9

Increase in net debt as a result of new
finance leases taken out – – – – (2) – (2) (2)
Currency translation (losses)/gains (19) (2) (19) (21) – 72 51 32
Other non-cash movements – – 46 46 – (48) (2) (2)
At 30 September 2013 1,006 (20) (2,224) (2,244) (21) 66 (2,199) (1,193)
At 1 October 2013 1,006 (20) (2,224) (2,244) (21) 66 (2,199) (1,193)
Net decrease in cash and cash equivalents (559) – – – – – – (559)
Cash inflow from issue of bonds – – (646) (646) – – (646) (646)
Cash outflow from repayment of loan notes – – 74 74 – – 74 74
Cash inflow from other changes in gross debt – (18) (3) (21) – (4) (25) (25)
Cash outflow from repayment of obligations
under finance leases – – – – 5 – 5 5
Increase in net debt as a result of new
finance leases taken out – – – – (2) – (2) (2)
Currency translation (losses)/gains (16) 1 51 52 1 (24) 29 13
Other non-cash movements – – (21) (21) – 23 2 2
At 30 September 2014 431 (37) (2,769) (2,806) (17) 61 (2,762) (2,331)

28 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT CONTINUED

Other non-cash movements are comprised as follows:
2014 2013
OTHER NON-CASH MOVEMENTS IN NET DEBT £m £m
Amortisation of fees and discount on issuance (2) (2)
Amortisation of the fair value adjustment in respect of the £250 million Sterling Eurobond redeemable in 2014 4 4
Changes in the fair value of bank and other borrowings in a designated fair value hedge (23) 44
Bank and other borrowings (21) 46
Changes in the value of derivative financial instruments including accrued income 23 (48)
Other non-cash movements 2 (2)
29 CONTINGENT LIABILITIES 2014 2013

PERFORMANCE BONDS, GUARANTEES AND INDEMNITIES £m £m
Performance bonds, guarantees and indemnities (including those of associated undertakings)1 392 414
1 Excludes bonds, guarantees and indemnities in respect of self-insurance liabilities, post-employment obligations and borrowings (including finance and operating leases)
recorded on the balance sheet or disclosed in note 31.
PERFORMANCE BONDS, GUARANTEES AND INDEMNITIES

The Company and certain subsidiary undertakings have, in the normal course of business, given guarantees and entered into counter-indemnities
in respect of such guarantees relating to the Group’s own contracts and/or the Group’s share of certain contractual obligations of joint ventures and
associates. Where the Group enters into such arrangements, it does so in order to provide assurance to the beneficiary that it will fulfil its existing
contractual obligations. The issue of such guarantees and indemnities does not therefore increase the Group’s overall exposure and the disclosure
of such performance bonds, guarantees and indemnities is given for information purposes only.
EUREST SUPPORT SERVICES

On 21 October 2005, the Company announced that it had instructed Freshfields Bruckhaus Deringer to conduct an investigation into the relationships
between Eurest Support Services (ESS) (a member of the Group), IHC Services Inc. (IHC) and the United Nations (UN). Ernst & Young assisted
Freshfields Bruckhaus Deringer in this investigation. On 1 February 2006, it was announced that the investigation had concluded.
The investigation established serious irregularities in connection with contracts awarded to ESS by the UN. The work undertaken by Freshfields
Bruckhaus Deringer and Ernst & Young gave no reason to believe that these issues extended beyond a few individuals within ESS to other parts
of ESS or the wider Compass Group of companies.
The Group settled all outstanding civil litigation against it in relation to this matter in October 2006, but litigation continues between competitors
of ESS, IHC and other parties involved in UN procurement.
IHC’s relationship with the UN and ESS was part of a wider investigation into UN procurement activity being conducted by the United States
Attorney’s Office for the Southern District of New York, and with which the Group co-operated fully. The current status of that investigation is
uncertain and a matter for the US authorities. Those investigators could have had access to sources unavailable to the Group, Freshfields Bruckhaus
Deringer or Ernst & Young, and further information may yet emerge which is inconsistent with, or additional to, the findings of the Freshfields
Bruckhaus Deringer investigation, which could have an adverse impact on the Group. The Group has, however, not been contacted by, or received
further requests for information from, the United States Attorney’s Office for the Southern District of New York in connection with these matters since
January 2006. The Group has co-operated fully with the UN throughout.
OTHER LITIGATION AND CLAIMS

The Group is also involved in various other legal proceedings incidental to the nature of its business and maintains insurance cover to reduce financial
risk associated with claims related to these proceedings. Where appropriate, provisions are made to cover any potential uninsured losses.
In addition, the Group is subject to periodic tax audits and challenges with/by various fiscal authorities covering corporate, employee and sales taxes
in the various jurisdictions in which it operates. None of these are currently expected to have a material impact on the Group’s financial position.
OUTCOME
Although it is not possible to predict the outcome or quantify the financial effect of these proceedings, or any claim against the Group related thereto,
in the opinion of the directors, any uninsured losses resulting from the ultimate resolution of these matters will not have a material effect on the financial
position of the Group. The timing of the settlement of these proceedings or claims is uncertain.

Strategic report
30 CAPITAL COMMITMENTS 2014 2013
CAPITAL COMMITMENTS £m £m
Contracted for but not provided for 187 151
The majority of capital commitments are for intangible assets.
31 OPERATING LEASE AND CONCESSIONS COMMITMENTS

The Group leases offices and other premises under non-cancellable operating leases. The leases have varying terms, purchase options, escalation clauses
and renewal rights. The Group has some leases that include revenue related rental payments that are contingent on future levels of revenue.
Future minimum rentals payable under non-cancellable operating leases and concessions agreements are as follows:
2014 2013
Operating leases Other Operating leases Other
Land and Other occupancy Land and Other occupancy
buildings assets rentals buildings assets rentals
OPERATING LEASE AND CONCESSIONS COMMITMENTS £m £m £m £m £m £m
Falling due within 1 year 53 46 55 49 46 55
Falling due between 2 and 5 years 141 63 74 128 61 73
Falling due in more than 5 years 76 6 53 84 6 44
Total 270 115 182 261 113 172

32 RELATED PARTY TRANSACTIONS
The following transactions were carried out with related parties of Compass Group PLC:
SUBSIDIARIES
Transactions between the ultimate Parent Company and its subsidiaries, and between subsidiaries, have been eliminated on consolidation.
JOINT VENTURES
There were no significant transactions between joint ventures or joint venture partners and the rest of the Group during the year.
ASSOCIATES
The balances with associated undertakings are shown in note 21. There were no significant transactions with associated undertakings during the year.
KEY MANAGEMENT PERSONNEL

The remuneration of directors and key management personnel is set out in note 3. During the year, there were no other material transactions or
balances between the Group and its key management personnel or members of their close families.
33 POST BALANCE SHEET EVENTS

On 10 November 2014, Compass Group acquired East Coast Catering LLC (ECC), a Canadian company that provides accommodation, food
and support services for remote sites in the energy and mining sectors. For the year ended 28 February 2014, ECC generated revenues of
51 million Canadian dollars (£28 million).

34 EXCHANGE RATES

2014 2013
AVERAGE EXCHANGE RATE FOR YEAR 1
Australian Dollar 1.81 1.58

Brazilian Real 3.80 3.30
Canadian Dollar 1.79 1.59
Euro 1.23 1.19
Japanese Yen 169.92 143.83
Norwegian Krone 10.12 9.09
South African Rand 17.54 14.50
Swedish Krona 11.00 10.25
Swiss Franc 1.49 1.46
Turkish Lira 3.53 2.90
UAE Dirham 6.09 5.75
US Dollar 1.66 1.57
CLOSING EXCHANGE RATE AS AT 30 SEPTEMBER1
Australian Dollar 1.85 1.73
Brazilian Real 3.97 3.60
Canadian Dollar 1.81 1.66
Euro 1.28 1.20
Japanese Yen 177.83 158.90
Norwegian Krone 10.41 9.74
South African Rand 18.32 16.30
Swedish Krona 11.69 10.40
Swiss Franc 1.55 1.46
Turkish Lira 3.70 3.28
UAE Dirham 5.95 5.95
US Dollar 1.62 1.62
1 Average rates are used to translate the income statement and cash flow statement. Closing rates are used to translate the balance sheet. Only the most significant currencies
are shown.

Strategic report
35 DETAILS OF PRINCIPAL SUBSIDIARY COMPANIES
All companies listed below are wholly owned by the Group, except where otherwise indicated. All interests are in the ordinary share capital and all
subsidiaries have been consolidated. All companies operate principally in their country of incorporation. A full list of the Group’s operating subsidiary
undertakings will be annexed to the next annual return.
Country of
PRINCIPAL SUBSIDIARIES incorporation Principal activities
NORTH AMERICA
Compass Group Canada Ltd Canada Food and support services
Bon Appétit Management Co USA Food service
Compass Group USA Investments Inc USA Holding company
Compass Group USA, Inc. USA Food and support services
Crothall Services Group USA Support services to the healthcare market
Flik International Corp USA Fine dining facilities
Foodbuy LLC USA Purchasing services in North America
Levy Restaurants LP USA Fine dining and food service at sports and entertainment facilities
Morrison Management Specialists, Inc. USA Food service to the healthcare and senior living market
Restaurant Associates Corp USA Fine dining facilities
Wolfgang Puck Catering & Events, LLC (90%) USA Fine dining facilities
EUROPE & JAPAN
Compass Contract Services (UK) Ltd England & Wales Food and support services
Compass Group Holdings PLC England & Wales Holding company and corporate activities
Compass Group, UK & Ireland Ltd England & Wales Holding company
Compass Group Procurement Ltd England & Wales Purchasing services throughout the world
Compass Purchasing Ltd England & Wales Purchasing services in the UK and Ireland

Compass Services UK Ltd England & Wales Food and support services
Hospitality Holdings Ltd1 England & Wales Intermediate holding company
Letheby & Christopher Ltd England & Wales Food service for the UK sports and events market
Scolarest Ltd England & Wales Food service for the UK education market
VSG Group Ltd England & Wales Security and support services
Compass Group France Holdings SAS France Holding company
Compass Group France France Food and support services
Compass Group Deutschland GmbH Germany Holding company
Medirest GmbH & Co OHG Germany Food service to the healthcare and senior living market
Eurest Deutschland GmbH Germany Food service to business and industry
Eurest Services GmbH Germany Support services to business and industry
Eurest Sports & Food GmbH Germany Food service to the sports and leisure market
Compass Group Italia S.P.A Italy Food service, support services and prepaid meal vouchers
Seiyo Food – Compass Group, Inc Japan Food and support services
Compass Group International BV Netherlands Holding company

Compass Group Nederland BV Netherlands Food and support services
Compass Group Nederland Holding BV Netherlands Holding company
Eurest Services BV Netherlands Food and support services
Compass Group Holdings Spain, S.L. Spain Holding company
Eurest Colectividades S.L. Spain Food and support services
Compass Group (Schweiz) AG Switzerland Food and support services
Restorama AG Switzerland Food service
Compass Group (Australia) Pty Ltd Australia Food and support services
GR SA Brazil Food and support services
Compass Group Southern Africa (Pty) Ltd (97.5%) South Africa Food and support services
Supercare Services Group (Proprietary) Limited (97.5%) South Africa Support services
Sofra Yemek Üretim Ve Hizmet A.S. Turkey Food and support services
1 Held directly by the Parent Company.


PARENT COMPANY
FINANCIAL STATEMENTS
CONTENTS
PARENT COMPANY FINANCIAL STATEMENTS
137 Parent Company balance sheet
138 Parent Company accounting policies
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
139 Profit and loss account disclosures
139 Investments in subsidiary undertakings
139 Debtors
140 Creditors
141 Provisions for liabilities and charges
141 Maturity of financial liabilities, other creditors and
derivative financial instruments
141 Derivative financial instruments
141 Share capital
142 Capital and reserves
142 Contingent liabilities

PARENT COMPANY BALANCE SHEET
Strategic report
2014 2013
COMPASS GROUP PLC Notes £m £m
FIXED ASSETS
Investments 2 985 976
CURRENT ASSETS
Debtors: Amounts falling due within one year 3 9,830 8,992
Debtors: Amounts falling due after more than one year 3 50 62
Cash at bank and in hand 118 672
Current assets 9,998 9,726
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Creditors: Amounts falling due within one year 4 (6,492) (6,425)
NET CURRENT ASSETS
Net current assets 3,506 3,301
TOTAL ASSETS LESS CURRENT LIABILITIES
Total assets less current liabilities 4,491 4,277
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Creditors: Amounts falling due after more than one year 4 (2,513) (2,142)
Provisions for liabilities and charges 5 (28) (28)
NET ASSETS
Net assets 1,950 2,107
CAPITAL AND RESERVES
Share capital 8, 9 178 180

Share premium account 9 174 400
Capital redemption reserve 9 293 55
Share-based payment reserve 9 170 162
Profit and loss reserve 9 1,135 1,310
Total equity 1,950 2,107
Approved by the Board of Directors on 26 November 2014 and signed on their behalf by
RICHARD COUSINS, Director
DOMINIC BLAKEMORE, Director


PARENT COMPANY ACCOUNTING POLICIES
INTRODUCTION G DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS

The significant accounting policies adopted in the preparation of the The Company uses derivative financial instruments to manage its
separate financial statements of the Company are set out below: exposure to fluctuations in foreign exchange rates and interest rates.
Derivative instruments utilised include interest rate swaps, currency
A ACCOUNTING CONVENTION AND BASIS OF PREPARATION swaps and forward currency contracts. The Company and Group policy
These financial statements have been prepared in accordance with is disclosed in the accounting policies to the consolidated financial
applicable UK Generally Accepted Accounting Practice (UK GAAP) statements.
and the Companies Act 2006 using the historical cost convention
modified for the revaluation of certain financial instruments. H DIVIDENDS
Dividends are recognised in the Company’s financial statements in the
These financial statements have been prepared on a going concern basis.
year in which they are approved in general meeting by the Company’s
This is discussed in the Finance Director’s statement on page 36.
shareholders. Interim dividends are recognised when paid.
B EXEMPTIONS I DEFERRED TAX

The Company’s financial statements are included in the Compass Group PLC
Deferred tax is provided at the anticipated rates on timing differences
consolidated financial statements for the year ended 30 September 2014.
arising from the inclusion of items of income and expenditure in tax
As permitted by section 408 of the Companies Act 2006, the Company
computations in periods different from those in which they are included
has not presented its own profit and loss account. The Company has also
in the financial statements. Deferred tax assets are recognised to the
taken advantage of the exemption from presenting a cash flow statement
extent that it is regarded as more likely than not that they will be
under the terms of FRS 1 ‘Cash Flow Statements’. The Company is also
recovered.
exempt under the terms of FRS 8 ‘Related Party Disclosures’ from
disclosing transactions with other members of Compass Group.
J SHARE-BASED PAYMENTS
The Compass Group PLC consolidated financial statements for the year The Group issues equity-settled and cash-settled share-based payments
ended 30 September 2014 contain financial instrument disclosures which to certain employees. Equity-settled share-based payments are measured
comply with FRS 29 ‘Financial Instruments: Disclosures’. Consequently, at fair value (excluding the effect of non-market based vesting conditions)
the Company has taken advantage of the exemption in FRS 29 not to at the date of grant. The fair value determined at the grant date of the
present separate financial instrument disclosures for the Company. equity-settled share-based payments is expensed on a straight line basis
over the vesting period, based on the Group’s estimate of the shares that
C CHANGE IN ACCOUNTING POLICIES will eventually vest and adjusted for the effect of non-market based
The Company has not applied any accounting standards for the first vesting conditions.
time in the year ended 30 September 2014.
Fair value is measured using either the binomial distribution or
Black-Scholes pricing models as is most appropriate for each scheme.
D INVESTMENTS IN SUBSIDIARY UNDERTAKINGS The expected life used in the models has been adjusted, based on
Investments are stated at cost less provision for any impairment. In the management’s best estimate, for the effects of exercise restrictions and
opinion of the directors the value of such investments are not less than behavioural considerations.
shown at the balance sheet date.
For cash-settled share-based payments, a liability equal to the portion of
the goods or services received is recognised at the current fair value
E FOREIGN CURRENCY determined at each balance sheet date.
Assets and liabilities in foreign currencies are translated into sterling at
the rates of exchange ruling at the year end. Gains and losses arising on The issue of share incentives by the Company to employees of its
retranslation are included in the income statement for the period. subsidiaries represents additional capital contributions. An addition to
the Company’s investment in Group undertakings is reported with a
F BORROWINGS corresponding increase in shareholders’ funds. For details of the charge
Borrowings are recognised initially at fair value, net of transaction costs see note 25 to the consolidated financial statements.
incurred. Borrowings are subsequently stated at amortised cost unless
they are part of a fair value hedge accounting relationship. Borrowings
that are part of a fair value hedge accounting relationship are measured
at amortised cost plus or minus the fair value attributable to the risk
being hedged.

Strategic report
1 PROFIT AND LOSS ACCOUNT DISCLOSURES
The Company profit on ordinary activities after tax was £1,549 million (2013: £892 million).
The fee for the audit of the Company’s annual financial statements was £0.5 million (2013: £0.4 million).
The Company had no direct employees in the course of the year (2013: none).
2 INVESTMENTS IN SUBSIDIARY UNDERTAKINGS 2014 2013

INVESTMENTS IN SUBSIDIARY UNDERTAKINGS £m £m
COST
Additions – –
Share-based payments to employees of subsidiaries 15 13
Recharged to subsidiaries during the year (6) (5)
PROVISIONS
At 1 October 1 1
Additions – –
At 30 September 1 1
NET BOOK VALUE

The principal subsidiary undertakings are listed in note 35 to the consolidated financial statements.
3 DEBTORS
2014 2013
Falling due Falling due Falling due Falling due
within after more within after more
1 year than 1 year Total 1 year than 1 year Total
DEBTORS £m £m £m £m £m £m
Amounts owed by subsidiary undertakings 9,813 – 9,813 8,984 – 8,984
Other debtors 1 – 1 – – –
Derivative financial instruments (note 7) 16 50 66 7 62 69
Current taxation – – – 1 – 1
Total 9,830 50 9,880 8,992 62 9,054

2014 2013
Net Net
short term short term
temporary temporary
differences differences
MOVEMENT IN DEFERRED TAX ASSET £m £m
At 1 October – 1
Charged to profit and loss account – (1)
At 30 September – –
The deferred taxation asset arises on certain derivative financial instruments and will be recovered no later than the maturity dates of these instruments.


4 CREDITORS
2014 2013
Falling due Falling due Falling due Falling due
within after more within after more
1 year than 1 year Total 1 year than 1 year Total
CREDITORS £m £m £m £m £m £m
Bank overdrafts 172 – 172 229 – 229
Bank loans – 300 300 – 298 298
Bank overdrafts and loans (note 6) 172 300 472 229 298 527
Loan notes – 1,076 1,076 74 1,074 1,148
Bonds 251 1,136 1,387 – 769 769
Loan notes and bonds (note 6) 251 2,212 2,463 74 1,843 1,917
Derivative financial instruments (note 7) 4 1 5 3 1 4
Accruals and deferred income 60 – 60 50 – 50
Current taxation 3 – 3 – – –
Amounts owed to subsidiary undertakings 6,002 – 6,002 6,069 – 6,069
Total 6,492 2,513 9,005 6,425 2,142 8,567
The Company has fixed term, fixed interest private placements denominated in US dollar and sterling.
2014 2013
Carrying Carrying
value value
LOAN NOTES Nominal value Redeemable Interest £m £m
US$ private placement $105m Oct 2013 6.45% – 65
US$ private placement $15m Nov 2013 5.67% – 9
Sterling private placement £35m Oct 2016 7.55% 36 36
Total 1,076 1,147
The Company also has sterling and euro denominated Eurobonds. The €500 million 2023 bond and the £250 million 2026 bond were issued during
the year. .
2014 2013
Carrying Carrying
value value
BONDS Nominal value Redeemable Interest £m £m
Sterling Eurobond £250m Dec 2014 7.00% 251 259
Euro Eurobond €600m Feb 2019 3.13% 485 –
Euro Eurobond €500m Jan 2023 1.88% 402 –
Sterling Eurobond £250m Jun 2026 3.85% 249 510
Total 1,387 769

Strategic report
5 PROVISIONS FOR LIABILITIES AND CHARGES Legal and
other claims
PROVISIONS £m
Charged to profit and loss account –
Charged to profit and loss account –
Provisions for legal and other claims relates to provisions for the estimated cost of litigation and other sundry claims. The timing of the settlement of
these claims is uncertain.
6 MATURITY OF FINANCIAL LIABILITIES, OTHER CREDITORS AND DERIVATIVE FINANCIAL INSTRUMENTS

The maturity of financial liabilities, other creditors and derivative financial instruments as at 30 September is as follows:
2014 2013
Bank Bank
overdrafts Loan notes overdrafts Loan notes
and loans and bonds Other1 and loans and bonds Other1
(note 4) (note 4) (note 7) Total (note 4) (note 4) (note 7) Total
MATURITY £m £m £m £m £m £m £m £m

Between 1 and 2 years 50 102 (19) 133 – 259 (18) 241
Between 2 and 5 years 250 678 (14) 914 298 140 (19) 419
In more than 5 years – 1,432 (16) 1,416 – 1,444 (24) 1,420
In more than 1 year 300 2,212 (49) 2,463 298 1,843 (61) 2,080
Within 1 year, or on demand 172 251 (12) 411 229 74 (4) 299
Total 472 2,463 (61) 2,874 527 1,917 (65) 2,379
1 Other includes the debtor and creditor amounts associated with derivative financial instruments (note 7).
7 DERIVATIVE FINANCIAL INSTRUMENTS

2014 2013
Financial Financial Financial Financial
assets liabilities assets liabilities
(note 3) (note 4) (note 3) (note 4)

DERIVATIVE FINANCIAL INSTRUMENTS £m £m £m £m
INTEREST RATE SWAPS
Fair value hedges 45 – 43 (1)
Not in a hedging relationship – (1) – (1)
OTHER
Forward currency contracts and cross currency swaps 21 (4) 26 (2)
Derivative financial instruments 66 (5) 69 (4)
8 SHARE CAPITAL
Details of the share capital, share option schemes and share-based payments of Compass Group PLC are shown in notes 24 and 25 to the consolidated
financial statements.

9 CAPITAL AND RESERVES Share Capital Share-based Profit

Share premium redemption payment and loss
capital account reserve reserve reserve Total
CAPITAL AND RESERVES £m £m £m £m £m £m
At 1 October 2012 186 386 49 156 1,268 2,045
Issue of shares (for cash) – 9 – – – 9
Repurchase of ordinary share capital (6) – 6 – (446) (446)
Fair value of share-based payments – – – 11 – 11
Release of LTIP award settled by issue of new shares – 5 – (5) – –
Dividends paid to Compass shareholders – – – – (404) (404)
Profit for the financial year – – – – 892 892
At 30 September 2013 180 400 55 162 1,310 2,107
At 1 October 2013 180 400 55 162 1,310 2,107
Issue of shares (for cash) 1 6 – – – 7
Share issue expenses – (2) – – – (2)
Repurchase of ordinary and new ordinary share capital (3) – 3 – (280) (280)
B and C shares issued through capitalisation of share premium 235 (235) – – – –
Redemption and cancellation of B shares (235) – 235 – – –
Fair value of share-based payments – – – 13 – 13
Release of LTIP award settled by issue of new shares – 5 – (5) – –
Return of Cash to Compass shareholders – – – – (1,000) (1,000)
Dividends paid to Compass shareholders – – – – (444) (444)
Profit for the financial year – – – – 1,549 1,549
At 30 September 2014 178 174 293 170 1,135 1,950
10 CONTINGENT LIABILITIES 2014 2013

CONTINGENT LIABILITIES £m £m
Guarantees and indemnities (including subsidiary undertakings’ overdrafts) 356 399
Details regarding certain contingent liabilities which involve the Company are set out in note 29 to the consolidated financial statements.

SHAREHOLDER
INFORMATION
Strategic report
CONTENTS
SHAREHOLDER INFORMATION
144 Shareholder information
146 Notice of Annual General Meeting
Financial statements

SHAREHOLDER INFORMATION
REGISTRAR CASH DIVIDENDS

All matters relating to the administration of shareholdings in the The Company normally pays a dividend twice each year. We encourage
Company should be directed to Capita Asset Services, The Registry, UK resident ordinary shareholders to elect to have their dividends paid
34 Beckenham Road, Beckenham, Kent BR3 4TU; telephone within the directly into their bank or building society account. This is a more
UK: Freephone 0800 280 2545 and from overseas: +44 333 300 1568; secure method of payment and avoids delays or the cheques being lost.
email: shareholderenquiries@capita.co.uk. Ordinary shareholders resident outside the UK can also have any
dividends in excess of £10 paid into their bank account directly via
Shareholders can register online to view their Compass Group PLC
Capita Asset Services’ global payments service. Details and terms and
shareholding details using the Share Portal, a service offered by
conditions may be viewed at http://international.capitaregistrars.com.
Capita Asset Services (the registrar), at www.capitashareportal.com.
Shareholders registering for the Share Portal will require their investor
code which is shown on share certificates. The service enables DIVIDEND REINVESTMENT PLAN (DRIP)
shareholders to: A DRIP service is provided by Capita IRG Trustees Limited. The DRIP
allows eligible shareholders to use the whole of their cash dividend to buy
•• check their shareholdings in Compass Group PLC 24 hours a day additional shares in the Company, thereby increasing their shareholding.
•• gain easy access to a range of shareholder information including Additional information, including details of how to sign up, can be
indicative valuation and payment instruction details obtained from the Company’s website at www.compass-group.com and
•• appoint a proxy to attend general meetings of Compass Group PLC from Capita IRG Trustees Limited; telephone within the UK:
Freephone 0800 280 2545 and from overseas: +44 333 300 1568;
ELECTRONIC COMMUNICATIONS email: shares@capita.co.uk.
The Company’s Annual Report and all other shareholder
The latest date for receipt of new applications to participate in
communications can be found on our website. The Company can, at
respect of the 2014 final dividend is 29 January 2015.
shareholders’ request, send shareholders an email notification each time
a new shareholder report or other shareholder communication is placed
on our website. This enables shareholders to read and/or download SHARE PRICE INFORMATION
the information at their leisure. There are no particular software The current price of the Company’s shares is available on the Company’s
requirements to view these documents, other than those described on website at www.compass-group.com. This is supplied with a 15 minute
our website. delay to real time.
The provision of a facility to communicate with shareholders

electronically does not discriminate between registered shareholders of
SHARE DEALING
The Company’s shares can be traded through most banks, building
the same class. The facility is available to all registered shareholders on
societies, stockbrokers or ‘share shops’. In addition, the Company’s
equal terms and participation is made as simple as possible. Please note
registrar, Capita Asset Services, offers online and telephone dealing
that it is the shareholder’s responsibility to notify the registrar (through
services to buy or sell Compass Group PLC shares. The service is only
www.capitashareportal.com or by post) of any change to their email
available to private shareholders aged 18 or over, resident in the UK,
address. Before electing for electronic communication, shareholders
EEA, Channel Islands or the Isle of Man. Full details can be obtained
should ensure that they have the appropriate computer capabilities.
from www.capitadeal.com or by telephoning within the UK:
The Company takes all reasonable precautions to ensure no viruses
Freephone 0800 280 2545.
are present in any communication it sends out, but cannot accept any
responsibility for loss or damage arising from the opening or use of
any email or attachments from the Company and recommends that SHAREGIFT
shareholders subject all messages to virus checking procedures prior ShareGift, the charity share donation scheme, is a free service for
to use. Please note that any electronic communication sent by a shareholders wishing to give shares to charitable causes. It is particularly
shareholder to the Company or the registrar containing a computer useful for those shareholders who may wish to dispose of a small quantity
virus will not be accepted. of shares where the market value makes it uneconomic to sell on a
commission basis. Further information can be obtained from ShareGift’s
The Company’s obligation is satisfied when it transmits an electronic website at www.sharegift.org; telephone within the UK: 020 7930 3737
message. It cannot be held responsible for a failure in transmission and from overseas: +44 20 7930 3737, or from the registrar.
beyond its control. In the event that the Company becomes aware that
an electronic transmission is not successful, a paper notification will be
sent to the shareholder at their registered address. Shareholders wishing AMERICAN DEPOSITARY RECEIPTS
to continue to receive shareholder information in the traditional paper BNY Mellon (BNY) maintains the Company’s American Depositary
format should confirm this via www.capitashareportal.com or write to Receipt register. If you have any enquiries about your holding of
Capita Asset Services. Compass American Depositary Shares, you should contact BNY Mellon,
Shareowner Services, Computershare, P.O. Box 30170, College Station
TX 77842-3170, USA. Further information can be found on BNY’s
PUBLISHED INFORMATION website at www.adrbnymellon.com using the symbol CMPGY and on
If you would like to receive a hard copy of this Report or a copy in an the Company’s website at www.compass-group.com.
alternative format such as large print, Braille or an audio version on CD,
please contact the Group Company Secretariat at the Company’s
registered office. A copy can also be downloaded from our website at
www.compass-group.com/ar14.

Strategic report
UNSOLICITED MAIL REPORT A SCAM
We are legally obliged to make our register of members available to the If you are approached by fraudsters, please tell the FCA using the share
public, subject to a proper purpose test. As a consequence of this, some fraud reporting form at www.fca.org.uk/scams, where you can find out
shareholders might receive unsolicited mail. Shareholders wishing to more about investment scams, or call the FCA Consumer Helpline on
limit the amount of such mail should write to the Mailing Preference 0800 111 6768.
Service, FREEPOST 29 LON20771, London W1E 0ZT. Shareholders
If you have already paid money to share fraudsters, you should contact
can also register online at www.mpsonline.org.uk or request an
Action Fraud on 0300 123 2040.
application form by calling from within the UK: 0845 703 4599 or
by email to mps@dma.org.uk.
RETURN OF CASH AND SHARE CAPITAL CONSOLIDATION –
IDENTITY THEFT BASE COST APPORTIONMENT FOR UK TAX PURPOSES
Advice on protecting your Compass Group PLC shares:
On 11 June 2014, shareholders approved a Return of Cash of
•• Keep all Compass correspondence in a safe place, or destroy 56 pence per Existing Ordinary Share, which resulted in
correspondence by shredding approximately £1 billion being returned through the issue of one
•• When changing address, inform the registrar, Capita Asset Services. B or C Share to shareholders for each Existing Ordinary Share held
If a letter from Capita Asset Services is received regarding a change at 6.00pm on 7 July 2014. The Return of Cash was accompanied
of address and you have not moved, contact the registrar immediately by a consolidation of the Existing Ordinary Shares in the ratio
•• Consider having your dividends paid directly into your bank or building of 16 New Ordinary Shares for every 17 Existing Ordinary Shares.
society account. This will reduce the risk of the cheque being intercepted The New Ordinary Shares were admitted to trading on 8 July 2014.
or lost in the post. You can complete a Request for Payment of Interest The B and C shares were not admitted to trading.
or Dividends Form available from www.compass-group.com and send
The Base Cost Apportionment is in general terms based on
it to the registrar or register online at www.capitashareportal.com using
respective market values on the first day after the reorganisation
the Share Portal service. Additional information can be obtained from
on which a price for the New Ordinary Shares was quoted on the
the registrar
London Stock Exchange. Based on the New Ordinary Share price
•• On changing your bank or building society account, inform the
of 1,024.50 pence and the market value of a B Share and of a
registrar of the details of the new account and respond to any letters
C Share of 56 pence, and calculated using the ratio of 16 New
Capita Asset Services send you about this
Ordinary Shares and 17 B or 17 C Shares for every 17 Existing
•• When buying or selling shares, deal only with brokers registered in your
Ordinary Shares previously held, 94.51% of the base cost of the
country of residence or the UK
Existing Ordinary Shares is apportioned to the New Ordinary
Shares and 5.49% to the B and/or C Shares.
WARNING ABOUT SHARE FRAUD
Fraudsters use persuasive and high pressure tactics to lure investors The information provided above is only intended to provide general guidance to
into scams. They may offer to sell shares that turn out to be worthless UK shareholders and is not intended to be, and should not be construed to be,
or non-existent, or to buy shares at an inflated price in return for an legal or taxation advice to any particular UK shareholder. It states the position
upfront payment. as of 9 July 2014. If you are in any doubt as to your tax position, you are
recommended to seek your own tax advice from an independent professional
Whilst high profits are promised, if you buy or sell shares in this way, you adviser. This note must be read in conjunction with the Circular to Shareholders

will probably lose your money. dated 19 May 2014, where certain terms are defined.
HOW TO AVOID SHARE FRAUD

1. Keep in mind that firms authorised by the Financial Conduct
Authority (FCA) are unlikely to contact you out of the blue with an FINANCIAL CALENDAR
offer to buy or sell shares. EX-DIVIDEND DATE FOR 2014 FINAL DIVIDEND
2. Do not get into a conversation. Note the name of the person and firm 22 January 2015
contacting you and then end the call.
3. Check the Financial Services Register at www.fca.org.uk to see if the RECORD DATE FOR 2014 FINAL DIVIDEND
person and firm contacting you is authorised by the FCA. 23 January 2015
4. Beware of fraudsters claiming to be from an authorised firm, copying 2015 ANNUAL GENERAL MEETING
its website or giving you false contact details. 5 February 2015
5. Use the firm’s contact details listed on the Register if you want to call
it back. 2014 FINAL DIVIDEND PAYMENT
6. Call the FCA on 0800 111 6768 if the firm does not have contact 23 February 2015
details on the Register or if you are told they are out of date. HALF YEAR FINANCIAL RESULTS
7. Search the list of unauthorised firms to avoid at www.fca.org.uk/scams. 13 May 2015*

8. Consider that if you buy or sell shares from an unauthorised firm you
will not have access to the Financial Ombudsman Service or the EX-DIVIDEND DATE FOR 2015 INTERIM DIVIDEND
Financial Services Compensation Scheme. 25 June 2015*
9. Think about getting independent financial and professional advice RECORD DATE FOR 2015 INTERIM DIVIDEND
before you hand over any money. 26 June 2015*
10. Remember: if it sounds too good to be true, it probably is!
2015 INTERIM DIVIDEND PAYMENT
27 July 2015*
* Provisional dates

NOTICE OF ANNUAL GENERAL MEETING
13. To re-elect Sir Ian Robinson as a director of the Company.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR 14. To re-elect Paul Walsh as a director of the Company.
IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you should 15. To reappoint KPMG LLP as the Company’s auditor until the
immediately consult your stockbroker, bank manager, solicitor, conclusion of the next Annual General Meeting of the Company.
accountant or other independent financial adviser authorised under 16. To authorise the directors to agree the auditor’s remuneration.
the Financial Services and Markets Act 2000. If you have sold or
otherwise transferred all your shares in Compass Group PLC, please 17. To authorise the Company and any company which is, or becomes,
send this Notice and the accompanying documents to the purchaser a subsidiary of the Company during the period to which this
or transferee, or to the stockbroker, bank or other agent through Resolution relates to:
whom the sale or transfer was effected for transmission to the 17.1 make donations to political parties or independent election
purchaser or transferee. candidates;
17.2 make donations to political organisations other than political
parties; and
17.3 incur political expenditure,
Notice is hereby given that the fourteenth Annual General during the period commencing on the date of this Resolution and
Meeting of Compass Group PLC (the Company) will be held ending on the date of the Company’s next Annual General Meeting,
in the Churchill Auditorium at The Queen Elizabeth II provided that any such donations and expenditure made by the
Conference Centre, Broad Sanctuary, Westminster, London Company, or by any such subsidiary, shall not exceed £100,000 per
SW1P 3EE on Thursday 5 February 2015 at 12 noon in order company and, together with those made by any such subsidiary and
to transact the following business: the Company, shall not exceed in aggregate £100,000.
To consider and, if thought fit, to pass the following Resolutions, of Any terms used in this Resolution which are defined in Part 14 of
which Resolutions 20 to 22 will be proposed as special resolutions and the Companies Act 2006 shall bear the same meaning for the
all other Resolutions will be proposed as ordinary resolutions. purposes of this Resolution 17.
1. To receive and adopt the Directors’ Annual Report and Accounts 18. To approve the amendments to the rules of the Compass Group PLC
and the Auditor’s Report thereon for the financial year ended Long Term Incentive Plan 2010 (LTIP) produced in draft to this
30 September 2014. meeting and for the purposes of identification initialled by the
Chairman and to authorise the directors to adopt the changes to
2. To receive and adopt the Remuneration Policy set out on pages
the LTIP and to do all things necessary to implement the changes.
62 to 68 of the Directors’ Remuneration Report contained within
the Annual Report and Accounts for the financial year ended 19. 19.1 To renew the power conferred on the directors by Article 12 of
30 September 2014, such Remuneration Policy to take effect from the Company’s Articles of Association for a period expiring at
the date on which this Resolution is passed. the end of the next Annual General Meeting of the Company
after the date on which this Resolution is passed or, if earlier,
3. To receive and adopt the Directors’ Remuneration Report (other
4 May 2016; and for that period the section 551 amount shall
than the Remuneration Policy referred to in Resolution 2 above)
be £59,128,125.
contained within the Annual Report and Accounts for the financial
year ended 30 September 2014. 19.2 In addition, the section 551 amount shall be increased by
£59,128,125, for a period expiring at the end of the next
4. To declare a final dividend of 17.7 pence per ordinary share
Annual General Meeting of the Company after the date on
in respect of the financial year ended 30 September 2014.
which this Resolution is passed, provided that the directors’
5. To elect Carol Arrowsmith as a director of the Company. power in respect of such latter amount shall only be used in
connection with a rights issue:
6. To re-elect Dominic Blakemore as a director of the Company.
19.2.1 to holders of ordinary shares in proportion (as nearly as
7. To re-elect Richard Cousins as a director of the Company.
may be practicable) to their existing holdings; and
8. To re-elect Gary Green as a director of the Company.
19.2.2 to holders of other equity securities as required by the
9. To re-elect Andrew Martin as a director of the Company. rights of those securities or as the Board otherwise
considers necessary,
10. To re-elect John Bason as a director of the Company.
and that the directors may impose any limits or restrictions and
11. To re-elect Susan Murray as a director of the Company.
make any arrangements which they consider necessary to deal with
12. To re-elect Don Robert as a director of the Company. fractional entitlements, legal or practical problems under the laws
of, or the requirements of, any relevant regulatory body or stock
exchange, any territory, or any matter whatsoever.
See this Report and our full Corporate Responsibility

Report online at www.compass-group.com/ar14

Strategic report
SPECIAL RESOLUTIONS EXPLANATORY NOTES TO THE RESOLUTIONS
20. To renew, subject to the passing of Resolution 19 above, the power
conferred on the directors by Article 13 of the Company’s Articles of RESOLUTION 1 – ANNUAL REPORT AND ACCOUNTS
Association, such authority to apply until the conclusion of the next The directors are required to present to the Annual General Meeting
Annual General Meeting of the Company after the date on which (AGM) (the Meeting) the audited accounts and the Directors’ and
this Resolution is passed or, if earlier, 4 May 2016 and for that period Auditor’s Reports for the financial year ended 30 September 2014.
the section 561 amount is £8,868,688.
RESOLUTION 2 – REMUNERATION POLICY
21. To generally and unconditionally authorise the Company, pursuant Shareholders are requested to approve the Remuneration Policy.
to and in accordance with section 701 of the Companies Act 2006, to The Remuneration Policy is set out on pages 62 to 68 of the Directors’
make market purchases (within the meaning of section 693(4) of that Remuneration Report contained within the 2014 Annual Report
Act) of ordinary shares of 10 5⁄8 pence each in the capital of the and Accounts.
Company subject to the following conditions:
In accordance with section 439A of the Companies Act (the CA 2006),
21.1 the maximum aggregate number of ordinary shares hereby a separate Resolution on the Remuneration Policy part of the Directors’
authorised to be purchased is 166,950,000; Remuneration Report is required to be put to a vote by shareholders.
21.2 the minimum price (excluding expenses) which may be paid The vote is binding which means that payments cannot be made under
for each ordinary share is 10 5⁄8 pence; the Policy until it has been approved by shareholders.
21.3 the maximum price (excluding expenses) which may be paid
for each ordinary share in respect of a share contracted to be The Policy Report must be put to shareholders at least every three years,
purchased on any day, does not exceed the higher of (1) an unless during that time it is to be changed. The Company currently
amount equal to 105% of the average of the middle market intends to submit the Policy for approval by shareholders every
quotations for an ordinary share as derived from the London three years.
Stock Exchange Daily Official List for the five business days
immediately preceding the day on which the purchase is made RESOLUTION 3 – DIRECTORS’ REMUNERATION REPORT
and (2) the higher of the price of the last independent trade and In accordance with section 439 of the CA 2006, shareholders are
the highest current independent bid for an ordinary share as requested to approve the Directors’ Remuneration Report. The
derived from the London Stock Exchange Trading System; and Directors’ Remuneration Report is set out on pages 59 to 76 of the
21.4 this authority shall expire, unless previously renewed, varied or 2014 Annual Report and Accounts. The vote is advisory.
revoked by the Company, at the conclusion of the next Annual
General Meeting of the Company or 4 August 2016, whichever RESOLUTION 4 – FINAL DIVIDEND
is the earlier (except in relation to the purchase of ordinary The final dividend for the year ended 30 September 2014 will be paid on
shares, the contract for which was concluded prior to the expiry 23 February 2015 to shareholders on the register at the close of business
of this authority and which will or may be executed wholly or on 23 January 2015, subject to shareholder approval.
partly after the expiry of this authority).
RESOLUTIONS 5 TO 14 – ELECTION AND RE-ELECTION OF DIRECTORS
22. To authorise the directors to call a general meeting of the Company, Biographical details of all the directors standing for election or
other than an Annual General Meeting, on not less than 14 clear re-election appear on pages 46 and 47 of the 2014 Annual Report.
working days’ notice, provided that this authority shall expire at the
In line with the provisions of the Company’s Articles of Association,

conclusion of the next Annual General Meeting of the Company
after the date of the passing of this Resolution. Carol Arrowsmith, who was appointed by the Board since the date of
the last AGM, will submit herself for election by shareholders. Details
Voting on all Resolutions will be by way of a poll. of Mrs Arrowsmith’s appointment are given on page 50.
By Order of the Board The Company’s Articles of Association require one third of the directors
to retire by rotation each year and no director may serve for more than
MARK WHITE three years without being re-elected by shareholders. However, in
General Counsel and Company Secretary accordance with the UK Corporate Governance Code (the Code), all the
19 December 2014 directors will submit themselves for annual re-election by shareholders.
Registered Office:
Compass House Having conducted an evaluation during the year, it is the view of the
Guildford Street Chairman that the performance of each of the directors continues to be
Chertsey effective and that each director demonstrates commitment to the role
Surrey KT16 9BQ and has sufficient time to meet his or her commitment to the Company.
Registered in England and Wales No. 4083914 RESOLUTIONS 15 AND 16 – AUDITOR

During the year, following a competitive tender process, the Audit
Committee recommended to the Board that KPMG LLP be appointed

as the external auditor and to fill the casual vacancy in the office of
auditor. The auditor is appointed at every general meeting at which
accounts are presented to shareholders. The current appointment of
KPMG LLP as the Company’s auditor will end at the conclusion of the
AGM and it has advised of its willingness to stand for reappointment.
It is normal practice for a company’s directors to be authorised to agree
how much the auditor should be paid and Resolution 16 grants this
authority to the directors.

RESOLUTION 17 – DONATIONS TO POLITICAL PARTIES issued ordinary share capital in connection with a rights issue in favour
It is not Group policy to make donations to political parties. However, it of ordinary shareholders with a nominal value of up to £59,128,125
is possible that certain routine activities undertaken by the Company and (representing 556,500,000 ordinary shares of 10 5⁄8 pence each). Such
its subsidiaries might unintentionally fall within the wide definition of additional authority will be valid until the conclusion of the 2016 AGM.
matters constituting political donations and expenditure in the CA 2006.
If the Company uses any of the additional one third authority permitted
Any expenditure that is regulated under the CA 2006 must first be
by the Guidelines, the Company will ensure that all directors stand for
approved by shareholders and will be disclosed in next year’s Annual
re-election. The Company’s current practice is that all directors submit
Report. This Resolution, if passed, will renew the directors’ authority
themselves for re-election each year in accordance with the Code,
until the AGM to be held in 2016 (when the directors intend to renew
notwithstanding the provisions set out in the Guidelines.
this authority) to make donations and incur expenditure which might
otherwise be caught by the terms of the CA 2006, up to an aggregate The total authorisation sought by Resolution 19 is equal to
amount of £100,000 for the Company and for subsidiary companies. approximately two thirds of the issued ordinary share capital of the
Company as at 1 December 2014, being the last practicable date prior
RESOLUTION 18 – AMENDMENT TO LONG TERM INCENTIVE PLAN to publication of this Notice.
This Resolution seeks approval for the following changes to the Compass
Resolutions 1 to 19 will be proposed as ordinary resolutions and require that more
Group PLC Long Term Incentive Plan 2010 (LTIP) to reflect the
than half of the votes cast must be in favour of a resolution for it to be passed.
Directors’ Remuneration Policy as set out in the Directors’ Remuneration
Report (see Resolution 2 above):
RESOLUTION 20 – DISAPPLICATION OF PRE-EMPTION RIGHTS
•• To increase the individual limit for the market value of shares subject to If the Company issues new shares, or sells treasury shares, for cash
awards which can be granted to executive directors in a financial year (other than in connection with an employee share scheme), it must first
from 200% to a maximum of 400% of annual basic salary (the latter offer them to existing shareholders in proportion to their existing
multiplier to be used only in exceptional circumstances) with the normal holdings. In accordance with investor guidelines, approval is sought
percentage being 250% of annual basic salary in the case of the Group by the directors to issue a limited number of ordinary shares for cash
Chief Executive and 200% for the other executive directors; without offering them to existing shareholders.
•• To renew and extend the circumstances in which malus or clawback can
Resolution 20 seeks to renew the directors’ authority to issue equity
be applied to awards made under the LTIP so that the provisions apply
securities of the Company for cash without application of pre-emption
both before an award vests and for the three years after vesting and apply
rights pursuant to Article 13 of the Company’s Articles of Association
in various circumstances, such as serious misconduct of a participant,
and section 561 of the CA 2006. Other than in connection with a rights,
including where the facts arise after termination of employment, with the
scrip dividend, or other similar issue, the authority contained in this
intention that the remedies are widened to include lapsing awards which
Resolution would be limited to a maximum nominal amount of
have not vested and forfeiting of vested awards with the right to reclaim
£8,868,688.
amounts from the affected participant;
•• To permit awards to be made which increase in line with dividends paid This represents 83,470,000 ordinary shares of 10 5⁄8 pence each in the
by the Company on its ordinary shares; capital of the Company, which is approximately 5% of the Company’s
•• To clarify the rules in respect of the use of existing rather than new issue issued ordinary share capital as at 1 December 2014 (being the last
shares to satisfy awards; and practicable date prior to the publication of this Notice). The authority
•• To enable the Remuneration Committee to impose a holding period would, unless previously renewed, revoked or varied by shareholders,
requirement of up to five years on participants whose awards have vested, expire at the conclusion of the AGM of the Company to be held in 2016
subject to the realisation of vested awards to discharge tax and social or on 4 May 2016, if earlier.
security requirements.
Save for issues of shares in respect of various employee share schemes
The rules of the LTIP showing the proposed amendments are available and any share dividend alternatives, the directors have no current plans
for inspection before and during the AGM, as noted on page 146 of this to utilise either of the authorities sought by Resolutions 19 and 20,
Notice of Meeting. although they consider their renewal appropriate in order to retain
maximum flexibility to take advantage of business opportunities as they
RESOLUTION 19 – DIRECTORS’ AUTHORITY TO ALLOT SHARES arise. In addition, and in line with best practice, the Company has not
The purpose of Resolution 19 is to renew the directors’ power to issued more than 7.5% of its issued share capital on a non-pro rata basis
allot shares. Resolution 19.1 seeks to grant the directors authority to over the last three years and the Board confirms its intention to follow
allot, pursuant to Article 12 of the Company’s Articles of Association best practice set out in the Pre-emption Group’s Statement of Principles
and section 551 of the CA 2006, relevant securities with a maximum which provides that usage of this authority in excess of 7.5% of the
nominal amount of £59,128,125. This represents 556,500,000 ordinary Company’s issued share capital in a rolling three year period would not
shares of 10 5⁄8 pence each in the capital of the Company, which is take place without prior consultation with shareholders.
approximately one third of the Company’s issued ordinary share capital
as at 1 December 2014 (being the last practicable date prior to the RESOLUTION 21 – PURCHASE OF OWN SHARES
publication of this Notice). The Company does not currently hold This Resolution authorises the directors to make limited on market
any shares as treasury shares. The authority would, unless previously purchases of the Company’s ordinary shares. The power is limited to a
renewed, revoked or varied by shareholders, remain in force up to maximum of 166,950,000 shares (just under 10% of the issued ordinary
the conclusion of the AGM of the Company to be held in 2016, or share capital as at 1 December 2014, being the last practicable date
4 May 2016, whichever is earlier. prior to the publication of this Notice) and details the minimum and
maximum prices that can be paid, exclusive of expenses. The authority
In accordance with the Investment Management Association Allotment
conferred by this Resolution will expire at the conclusion of the
Guidelines (the Guidelines), Resolution 19.2 seeks to grant the directors
Company’s next AGM or 18 months from the passing of this Resolution,
authority to allot approximately a further one third of the Company’s
whichever is the earlier.

Strategic report
The CA 2006 permits the Company to hold shares repurchased as IMPORTANT INFORMATION
treasury shares. Treasury shares may be cancelled, sold for cash or used
for the purpose of employee share schemes. The authority to be sought PROXIES
by this Resolution is intended to apply equally to shares to be held by the (i) A shareholder entitled to attend and vote at the AGM may appoint a
Company as treasury shares. No dividends will be paid on shares which proxy or proxies (who need not be a shareholder of the Company) to
are held as treasury shares and no voting rights will be attached to them. exercise all or any of his or her rights to attend, speak and vote at the
Shares held as treasury shares will be treated as if cancelled. AGM. Where more than one proxy is appointed, each proxy must be
appointed for different shares.
On 27 November 2013, the Company announced its intention to
commence a £500 million share repurchase programme, to be executed Proxies may only be appointed by:
over the 12 month period to the end of 2014. The programme was •• completing and returning the Form of Proxy enclosed with
temporarily suspended following announcement on 14 May 2014 of the this Notice to PXS1, 34 Beckenham Road, Beckenham, Kent
£1 billion Return of Cash to shareholders and associated Share Capital BR3 4ZF;
Consolidation until after completion of this transaction on 29 July 2014. •• going to www.capitashareportal.com and following the instructions
The £500 million share repurchase programme recommenced on for electronic submission provided there; or
31 July 2014 and is now expected to be completed during 2015. •• having an appropriate CREST message transmitted, if you are a
Beyond this programme, the directors have no present intention of user of the CREST system (including CREST personal members).
exercising the authority to purchase the Company’s ordinary shares but Please refer to the CREST manual on the Euroclear website
they consider it desirable to provide maximum flexibility in the management (www.euroclear.com/CREST) for further information.
of the Company’s capital resources. The directors would only purchase Return of the Form of Proxy will not prevent a shareholder from
shares if, in their opinion, the expected effect would be to result in an attending the Meeting and voting in person. However, if you do attend
increase in earnings per share and would benefit shareholders generally. the Meeting, any proxy appointment will be treated as revoked.
As at 1 December 2014 (being the last practicable date prior to the The electronic addresses provided in this Notice are provided solely
publication of this Notice), there were options to subscribe for ordinary for the purpose of enabling shareholders to register the appointment
shares issued by the Company outstanding over approximately of a proxy or proxies for the Meeting or to submit their voting
19,724,400 shares which represent 1.18% of the Company’s issued
directions electronically. You may not use any electronic address
ordinary share capital (excluding treasury shares) at that date. If the provided in the Notice of this Meeting to communicate with the
authority to purchase the Company’s ordinary shares was exercised Company for any purposes other than those expressly stated.
in full, these options would represent 1.31% of the Company’s issued
ordinary share capital (excluding treasury shares). (ii) To be effective, the Form of Proxy must be completed in accordance
with the instructions and received by the Company’s registrar by
RESOLUTION 22 – NOTICE OF MEETINGS OTHER THAN ANNUAL GENERAL MEETINGS 12 noon on Tuesday 3 February 2015.
The Company’s Articles of Association allow the directors to call general To appoint a proxy or to give an instruction to a previously
meetings other than annual general meetings on 14 working days’ notice. appointed proxy via the CREST system, the CREST message must
However, under the Companies (Shareholders’ Rights) Regulations 2009 be received by the issuer’s agent (ID RA10) by 12 noon on Tuesday
(the Regulations), all general meetings must be held on 21 days’ notice, 3 February 2015. Please note, however, that proxy messages cannot
unless shareholders agree to a shorter notice period, and the Company be sent through CREST on weekends, public holidays or after

has met the requirements for electronic voting under the Regulations. 8.00pm on any other day. For the purpose of this deadline, the
This Resolution seeks to renew the authority granted by shareholders at time of receipt will be taken to be the time (as determined by the
last year’s AGM which preserved the Company’s ability to call general timestamp applied to the message by the CREST Applications Host)
meetings, other than AGMs, on 14 working days’ notice, such authority from which the issuer’s agent is able to retrieve the message. CREST
to be effective until the Company’s next AGM, when a similar resolution personal members or other CREST sponsored members and those
will be proposed. The directors confirm that the shorter notice period CREST members that have appointed voting service provider(s)
would not be used as a matter of routine, but only where flexibility is should contact their CREST sponsor or voting service provider(s) for
merited by the business of the meeting and it is thought to be to the assistance with appointing proxies via CREST.
advantage of shareholders as a whole. An electronic voting facility will be
made available to all shareholders for any meeting held on such notice. For further information on CREST procedures, limitations and
system timings, please refer to the CREST manual. We may treat as
Resolutions 20 to 22 will be proposed as special resolutions and require that at least invalid a proxy appointment sent by CREST in the circumstances
three quarters of the votes cast must be in favour of a resolution for it to be passed. set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001, as amended.
RECOMMENDATION
The directors consider that each of the Resolutions is in the best interests (iii) Pursuant to Regulation 41 of the Uncertificated Securities
of the Company and the shareholders as a whole and, accordingly, Regulations 2001 and section 360B(2) of the CA 2006, the Company
recommend that all shareholders vote in favour of all Resolutions, as the specifies that only those shareholders registered in the Register of
directors intend to do in respect of their own holdings. Members of the Company as at 6.00pm on Tuesday 3 February 2015
or, in the event that the Meeting is adjourned, in the Register of
Members 48 hours before the time of any adjourned meeting, shall be
entitled to attend or vote at the Meeting in respect of the number of
shares registered in their name at the relevant time. Changes to
entries on the Register of Members after 6.00pm on 3 February 2015
or, in the event that the Meeting is adjourned, less than 48 hours
before the time of any adjourned meeting, shall be disregarded in
determining the rights of any person to attend or vote at the Meeting.

NOMINATED PERSONS DOCUMENTS AVAILABLE FOR INSPECTION

Any person to whom a copy of this Notice is sent who is a person Copies of the rules of the LTIP as prospectively amended, service
nominated under section 146 of the CA 2006 to enjoy information rights agreements of the executive directors, the letters of appointment of the
(Nominated Person) may, under an agreement between him or her and non-executive directors, the directors’ deeds of indemnity and the Register
the shareholder by whom he or she was nominated, have a right to be of Directors’ Interests will be available for inspection during normal
appointed (or to have someone else appointed) as a proxy for the AGM. business hours from the date of dispatch of this Notice until the date of the
If a Nominated Person has no such proxy appointment right or does not AGM (Saturdays, Sundays and public holidays excepted) at the registered
wish to exercise it, he or she may, under any such agreement, have a right office of the Company, Compass House, Guildford Street, Chertsey
to give instructions to the shareholder as to the exercise of voting rights. KT16 9BQ, and will also be made available at the Meeting for a period
of 15 minutes prior to and during the continuance of the Meeting.
The statement of the rights of shareholders in relation to the appointment
of proxies in note (i) above does not apply to Nominated Persons. A copy of the rules of the LTIP as prospectively amended will also be
The rights described in that note can only be exercised by shareholders available during normal business hours at the offices of Freshfields
of the Company. Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS.
SHAREHOLDER RIGHTS AND AGM BUSINESS TOTAL VOTING RIGHTS

Under sections 338 and section 338A of the CA 2006, shareholders As at 1 December 2014 (being the last practicable date prior to the
meeting the threshold requirements which, broadly, requires a minimum publication of this Notice) the Company’s issued share capital comprised
of 100 shareholders holding an average of 1,000 ordinary shares each or 1,669,582,918 ordinary shares. The holders of ordinary shares are
shareholders holding at least 5% of the Company’s issued share capital, entitled to attend and vote at general meetings of the Company. On a vote
have the right to require the Company (i) to give to shareholders of the by show of hands, every ordinary shareholder who is present has one vote
Company entitled to receive notice of the AGM, notice of a resolution and every proxy present who has been duly appointed by a shareholder
which may properly be moved and is intended to be moved at the AGM entitled to vote has one vote. On a vote by poll every ordinary shareholder
and/or (ii) to include in the business to be dealt with at the AGM any who is present in person or by proxy has one vote for every ordinary share
matter (other than a proposed resolution) which may be properly held. It is proposed that all votes on the Resolutions at the AGM will be
included in the business. A resolution may properly be moved or a matter taken by way of a poll.
may properly be included in the business unless (a) (in the case of a
The total voting rights in the Company as at 1 December 2014 were
resolution only) it would, if passed, be ineffective (whether by reason of
1,669,582,918.
inconsistency with any enactment or the Company’s constitution or
otherwise), (b) it is defamatory, or (c) it is frivolous or vexatious. Such a
INFORMATION AVAILABLE ON WEBSITE
request may be in hard copy or electronic form and must identify the
The following information is available on the Company’s website at
resolution of which notice is to be given or the matter to be included in
www.compass-group.com:
the business, must be authorised by the person or persons making it, must
be received by the Company not later than 26 December 2014, being the (i) the matters set out in this Notice of Meeting;
date six clear weeks before the AGM, and (in the case of a matter to be (ii) the total voting rights and number of shares of each class in respect of
included in the business only) must be accompanied by a statement which shareholders are entitled to exercise voting rights at the AGM;
setting out the grounds for the request. (iii) shareholders’ rights to include business to be dealt with at the AGM;
and
RIGHT TO ASK QUESTIONS (iv) shareholders’ statements, resolutions and matters of business received
Under section 319A of the CA 2006, shareholders have the right to ask by the Company after 19 December 2014.
questions at the AGM relating to the business of the Meeting and for
these to be answered, unless such answer would interfere unduly with the THE AGM
business of the Meeting, involve the disclosure of confidential information, The doors of The Queen Elizabeth II Conference Centre will open at
if the answer has already been published on the Company’s website or if 10.30am and the AGM will start promptly at 12 noon.
it is not in the interests of the Company or the good order of the Meeting
If you are planning to attend the AGM, The Queen Elizabeth II
that the question be answered.
Conference Centre is located in the City of Westminster. Please see
the map opposite. Details of how to get to the venue may be found
WEBSITE PUBLICATION OF AUDIT CONCERNS
at www.qeiicentre.london.
Under section 527 of the CA 2006, shareholders have a right to request
publication of any concerns that they propose to raise at the AGM relating
ATTENDING THE AGM
to the audit of the Company’s accounts (including the Auditor’s Report
If you are coming to the AGM, please bring your attendance card with
and the conduct of the audit) that are to be submitted to the Meeting or
you. It authenticates your right to attend, speak and vote at the AGM
any circumstances connected to the Company’s auditor who ceased to hold
and will speed your admission. You may also find it useful to bring this
office since the last AGM. The Company will publish the statement if
Notice of AGM and the Annual Report 2014 so that you can refer to
sufficient requests have been received in accordance with section 527(2)
them at the AGM. All joint shareholders may attend and speak at the
of the CA 2006 which, broadly, requires a minimum of 100 shareholders
AGM. However, only the first shareholder listed on the Register of
holding an average of 1,000 ordinary shares each or shareholders holding
Members is entitled to vote. At the discretion of the Company, and subject
at least 5% of the Company’s issued ordinary share capital to make the
to sufficient seating capacity, a shareholder may enter with one guest,
request. The Company may not require the members requesting any such
provided that the shareholder and their guest register to enter the AGM
website publication to pay its expenses in complying with such request.
at the same time.
Where a statement is published, the Company will forward the statement
to the Company’s auditor not later than the time when it makes the
statement available on the website. The business which may be dealt with
at the AGM includes any statement that the Company has been required
under section 527 of the CA 2006 to publish on its website.

Strategic report
QUESTIONS There is wheelchair access. Anyone accompanying a shareholder in need
All shareholders or their proxies will have the opportunity to ask of assistance will be admitted to the AGM. If any shareholder with a
questions at the AGM. When invited by the Chairman, if you wish disability has any questions regarding attendance at the AGM, please
to ask a question, please wait for a Company representative to bring you contact the Group Company Secretariat at Compass Group PLC,
a microphone. It would be helpful if you could state your name before Compass House, Guildford Street, Chertsey, Surrey KT16 9BQ by
you ask your question. A question may not be answered at the Meeting 31 January 2015.
if it is not considered to be in the interests of the Company or the good
Security staff will be on duty to assist shareholders. The Company will
order of the Meeting or if it would involve the disclosure of sensitive
not permit behaviour that may interfere with another person’s security,
information. The Chairman may also nominate a representative to
safety or the good order of the AGM.
answer a specific question after the Meeting or refer the questioner to the
Company’s website. Please ensure that mobile phones are switched off throughout the AGM.
Tea and coffee will be available before the Meeting and light refreshments
VOTING AT THE AGM
will be served afterwards.
The Company proposes that all Resolutions to be proposed at the AGM
will be put to the vote on a poll. This will result in a more accurate
SHAREHOLDER ENQUIRIES
reflection of the views of all of the Company’s shareholders by ensuring
Capita Asset Services maintain the Company’s share register. If you have
that every vote is recognised, including the votes of shareholders who are
any enquiries about the AGM or about your shareholding, you should
unable to attend the Meeting but who have appointed a proxy for the
contact Capita Asset Services, The Registry, 34 Beckenham Road,
Meeting. On a poll, each shareholder has one vote for each share held.
Beckenham, Kent BR3 4TU.
After each Resolution is put to the Meeting, you will be asked to cast
your vote. All of the votes of the shareholders present will be counted, AMERICAN DEPOSITARY RECEIPT ENQUIRIES
and added to those received by proxy, and the provisional final votes will BNY Mellon maintains the Company’s American Depositary Receipt
be displayed at the Meeting. register. If you have any enquiries about your holding of Compass
American Depositary Shares, you should contact BNY Mellon,
The voting results, which will include all votes cast for and against each
Shareowner Services, Computershare, P.O. Box 30170, College Station
Resolution at the Meeting, and all proxies lodged prior to the Meeting,
TX 77842-3170, USA.
will be announced at the Meeting and published on the Company’s
website as soon as practicable after the Meeting. The Company will also
DATA PROTECTION STATEMENT
disclose the number of votes withheld.
Your personal data includes all data provided by you, or on your behalf,
If you have already voted by proxy, you will still be able to vote at the which relates to you as a shareholder, including your name and contact
Meeting and your vote on the day will replace your previously lodged details, the votes you cast and your Reference Number (attributed to you
proxy vote. by the Company). The Company determines the purposes for which and
the manner in which your personal data is to be processed. The Company
Whomever you appoint as a proxy can vote or abstain from voting as he
and any third party to which it discloses the data (including the
or she decides on any other business, which may validly come before the
Company’s Registrar) may process your personal data for the purposes
AGM. This includes proxies appointed using the CREST service. Details
of compiling and updating the Company’s records, fulfilling its legal
of how to complete the appointment of a proxy either electronically or on
obligations and processing the shareholder rights you exercise.
paper are given in the notes to this Notice.

PUBLISHED INFORMATION
VENUE ARRANGEMENTS
If you would like to receive this Notice and/or a copy of the Annual
For your personal safety and security, all hand baggage may be subject to
Report 2014 in an appropriate alternative format, such as large print,
examination. Please note that electronic devices such as cameras and
Braille or an audio version on CD, please contact the Group Company
recording equipment may not be brought into the AGM. A cloakroom
Secretariat at Compass Group PLC, Compass House, Guildford Street,
will be available to deposit coats and bulky items.
Chertsey, Surrey KT16 9BQ.
A sign language interpreter will attend the AGM and a sound
Our 2014 Annual Report is available at www.compass-group.com/ar14.
amplification/hearing loop will be available in the meeting room.
The Annual Report including this Notice, can be downloaded in
PDF format.
Horse Guards Rd.
Parliament Street
Victoria Embankment
St. James’s Park King Charles Street
Queen Elizabeth II Westminster

Main entrance
Conference Centre
Birdcage Walk Great George Street Westminster Bridge

Storey’s Gate
Old Queen Street

St. Margaret Street
Parliament
Dartmouth Street
Square
Queen Anne’s Gate. Lewisham Street
Parker St.
Matthew
St. Margaret’s
ary Houses of
ctu
Broadway Tothill Street an Parliament
dS
oa
Br Westminster
y
dwa
Abbey
Great Smith Street
St. James’s t
ee
Str
Broa
Park ia
tor
Tufton Street
New
Scotland Yard Vic
Abingdon Street
n
tio
Sta Gre
oria at C
V ict olle
To ge
Str
eet
Old Pye Street

FORWARD LOOKING STATEMENTS
Certain information included in this Annual Report and Accounts

is forward looking and involves risks, assumptions and uncertainties that
could cause actual results to differ materially from those expressed or
implied by forward looking statements.
Forward looking statements cover all matters which are not historical
facts and include, without limitation, projections relating to results of
operations and financial conditions and the Company’s plans and
objectives for future operations, including, without limitation, discussions
of expected future revenues, financing plans, expected expenditures and
divestments, risks associated with changes in economic conditions, the
strength of the food and support services markets in the jurisdictions in
which the Group operates, fluctuations in food and other product costs
and prices and changes in exchange and interest rates. Forward looking
statements can be identified by the use of forward looking terminology,
including terms such as ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’,
‘forecasts’, ‘intends’, ‘plans’, ‘projects’, ‘goal’, ‘target’, ‘aim’, ‘may’, ‘will’,
‘would’, ‘could’ or ‘should’ or, in each case, their negative or other
variations or comparable terminology. Forward looking statements
in this Annual Report and Accounts are not guarantees of future
performance. All forward looking statements in this Annual Report and
Accounts are based upon information known to the Company on the
date of this Annual Report and Accounts. Accordingly, no assurance
can be given that any particular expectation will be met and readers are
cautioned not to place undue reliance on forward looking statements,
which speak only at their respective dates.
Additionally, forward looking statements regarding past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Other than in accordance with its
legal or regulatory obligations (including under the UK Listing Rules
and the Disclosure and Transparency Rules of the Financial Conduct
Authority), the Company undertakes no obligation to publicly update
or revise any forward looking statement, whether as a result of new
information, future events or otherwise.
Nothing in this Annual Report and Accounts shall exclude any liability
under applicable laws that cannot be excluded in accordance with
such laws.

This Report is printed on a combination of Revive 100 Printed in the UK by Pureprint Group using vegetable inks
White Silk and Revive 100 Premium White Uncoated. and their and printing technology.
Revive 100 White Silk is produced using 100% recycled Pureprint Group is ISO 9001:2000, ISO 14001, EMAS
waste, the pulp is bleached using a Totally Chlorine Free and FSC certified.
(TCF) process. Revive 100 Premium White Uncoated is
produced using 100% post-consumer waste, the pulp The images in this document are representative of the
is bleached using an Elemental Chlorine Free (ECF) services provided by Compass Group PLC and its
process. Both materials are Forest Stewardship Council® subsidiaries and partners.
(FSC) certified and are produced at mills that hold the
ISO 14001 environmental management standard. Designed and produced by
COMPASS GROUP PLC
Compass House
Guildford Street
Chertsey
Surrey KT16 9BQ
United Kingdom
Registered in England and Wales No. 4083914
T +44 1932 573 000
F +44 1932 569 956
Find this Report online at
www.compass-group.com/ar14

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CREATING

See this Report and our full Corporate Responsibility

32 Finance Director’s statement 137 Parent Company financial statements

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50,000+ We work in more than 50,000 client locations

4,000,000,000+ We serve over 4 billion meals a year

See page 33 for definitions

Compass Group PLC Annual Report 2014 1

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We started our corporate responsibility journey in 2007 and have

Compass Group PLC Annual Report 2014 3

WHAT SECTORS AND REGIONS HOW DID WE PERFORM IN 2014?

INNOVATING SOURCING PREPARING PROVIDING

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WHAT ARE OUR RISKS AND HOW HOW DO WE DEVELOP MORE

of the Company and its past year, we have made

Compass Group PLC Annual Report 2014 5

tailor made solutions and operating efficiency. 4

For consumers, this means quicker access 3

to sector focused best practices and market 2

leading innovations that are delivered by our

HEALTHCARE & SENIORS SPORTS & LEISURE EDUCATION

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HEALTHCARE & SENIORS SPORTS & LEISURE

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Compass Group PLC Annual Report 2014 7

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Find out more on page 20

Consolidated financial statements

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FAST GROWING & EMERGING

Find out more on page 28

Compass Group PLC Annual Report 2014 9

GROWING SUPPORT SERVICES

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ORGANIC GROWTH, SUPPLEMENTED BY INFILL ACQUISITIONS

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The outsourcing proposition remains compelling

Compass operates in over 50 countries; countries where we can

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1. OUTSOURCED 2. SELF OPERATED

FOOD AND SUPPORT SERVICES

Compass Group PLC Annual Report 2014 13

We provide food and support services We do this by putting innovation at the

Our people are at the INNOVATE SOURCE PREPARE PROVIDE

BENEFITS TO STAKEHOLDERS BENEFITS TO STAKEHOLDERS BENEFITS TO STAKEHOLDERS BENEFITS TO STAKEHOLDERS

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orth America remains our core

ith over 70% of the market