Empresaria Group plc
Old Church House
Sandy Lane
Crawley Down
Crawley
West Sussex
RH10 4HS
Tel: +44 (0) 1342 711 430
Fax: +44 (0) 1342 711 449
Email: info@empresaria.com
www.empresaria.com
Empresaria Group plc
Annual report and accounts 2011
International 
Specialist  
Staffing 
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Overview
About Empresaria
Contents 
Overview
01 Highlights
02 At a glance
04 Chairman’s statement
 
Business review
06 Our strategy
08 Key performance indicators
10 Chief Executive Officer’s business review
17 Finance review
21 Corporate social responsibility
 
Governance
22 Board of Directors
24 Directors’ report
26  Directors’ responsibilities statement 
27 Corporate governance statement
30 Audit committee report
32 Directors’ remuneration report
35  Independent auditor’s report to the members 
of Empresaria Group plc
 
Financials
36 Consolidated income statement
37  Consolidated statement of  
comprehensive income
38 Consolidated balance sheet
39  Consolidated statement of changes  
in equity
40 Consolidated cash flow statement
41  Notes to the consolidated financial 
statements
63  Independent auditor’s report to the  
members of Empresaria Group plc
64 Parent Company balance sheet
65  Notes to the parent Company  
financial statements 
IBC Officers and professional advisers
Empresaria is an international specialist 
staffing group. Our companies, each 
specialising in specific markets or 
services, operate across the world with 
representation in 19 countries through  
over 100 offices. Our service capabilities 
include temporary and permanent 
recruitment, Recruitment Process 
Outsourcing, HR consulting and  
corporate training.
The strategy of the Group is to develop a diversified multi-sector 
specialist staffing business, balanced in terms of sectors and 
geographies, with a focus on high-growth markets. The Group 
operates through sector-specific brands, with each brand 
positioned and developed to be a specialist in its own field. 
The Group applies a philosophy of management equity to align 
the interests of shareholders and key management through  
the sharing of risk and reward by way of equity participation. 
Group structure is decentralised with local management 
retaining operational autonomy and responsibility and with 
central functions focussing on financial planning and control, 
Group strategic development and administration.
Overview of performance
2011** 2010** 2009 2008 2007
Revenue (£m) 208.9 206.8 190.5 207.7 147.8
Gross profit (£m) 46.9 46.5 40.6 51.5 42.4
Profit/(loss) before tax (£m) 1.9 6.5 (1.5) 1.3 6.0
Adjusted profit before tax (£m)* 4.5 6.6 3.5 6.4 6.2
Operating profit/(loss) (£m) 2.8 7.2 (1.0) 2.4 6.7
Adjusted operating profit (£m)* 5.3 7.4 4.3 7.5 6.9
(Loss)/earnings per share (pence) (0.4) 7.0 (11.6) (4.8) 8.4
Adjusted earnings per share (pence)* 4.0 6.2 3.1 8.6 9.2
Proposed dividend per share (pence) 0.35 0.35 0.35 0.35 0.55
* Figures based on underlying profits excluding amortisation of intangible assets, movements on put and call options and any exceptional items. See 
reconciliation in note 11.
** The figures for 2011 and 2010 exclude the results from discontinued operations (see note 6 for details).
Officers and professional advisers
Directors
Joost Kreulen
Spencer Wreford
Anthony Martin
Penny Freer
Zach Miles
Miles Hunt
Secretary
Anne-Marie Clarke
Registered office
Old Church House
Sandy Lane
Crawley Down
Crawley
West Sussex
RH10 4HS
Company registration number
03743194
NOMAD (financial adviser)
Altium Capital Limited
30 St James’s Square
London
SW1Y 4AL
NOMAD (broker)
Allenby Capital
Claridge House
32 Davies Street
London
W1K 4ND
Solicitors
Osborne Clark
2 Temple Back East
Temple Quay
Bristol
BS1 6EG
Bankers
HSBC plc
West & Wales Corporate Banking
3 Rivergate
Temple Quay
Bristol
BS1 6ER
Independent auditor
Deloitte LLP
London Gatwick office
Global House
High Street
Crawley
West Sussex
RH10 1DL
Registrars
Capita Registars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire
HD8 0GA
C002226
From well-
managed forests
100% C002226
From well-
managed forests
100%
C002226
From well-
managed forests
100% C002226
From well-
managed forests
100%
FSC-STD-50-001_V1-2_Certificate_Holder_Trademark_Requirements
C002226
From responsible
sources
MIX C002226
From responsible
sources
MIX
C002226
From responsible
sources
MIX TT-COC-002228
From responsible
sources
MIX
osier  version
Royles Overview
01 Empresaria Group plc 
Annual report and accounts 2011
Highlights
21% growth in permanent revenue
Temporary revenue level with prior year
1% growth in net fee income
Conversion ratio declines to 11.3%
Exceptional provision of £1.7m has been made 
for potential retrospective claims that may  
arise as a result of court rulings in Germany, 
reduced from £3.0m at the half year 
Cash generation from operations of £3.9m
 
Net debt reduced by £0.5m to £5.6m, after 
investing £2.1m in working capital and  
£1.3m on purchasing minority shares
66% of net fee income generated from outside 
the UK
Net fee income growth in two of our regions 
 +19% in Rest of the World 
 +5% in UK 
 -10% in Continental Europe
New offices established in Singapore,  
Australia and China in 2011
New office set up in Hong Kong in financial 
services sector in 2012 
Cautionary statement
The Chairman’s statement and Chief Executive Officer’s business review (“the reviews”) 
have been prepared solely to provide additional information to shareholders to assess the 
Company’s strategies and the potential for those strategies to succeed. The reviews 
should not be relied on by any party or for any other purpose. 
The reviews contain certain forward looking statements. These statements are made by 
the Directors in good faith based on the information available to them up to the time of 
their approval of this report and such statements should be treated with caution due to the 
inherent uncertainties, including both economic and business risk factors, underlying any 
such forward looking information.
Revenue (£m)
2011 2010 2009 2008 2007
0
50
100
150
200
250
Net fee income (£m)
2011 2010 2009 2008 2007
0
10
20
30
40
50
60
Adjusted profit before tax (£m)
2011 2010 2009 2008 2007
0
1
2
3
4
5
6
7
8
Adjusted earnings per share (p)
2011 2010 2009 2008 2007
0
1
2
3
4
5
6
7
8
9 02 Empresaria Group plc 
Annual report and accounts 2011
Overview
An international specialist staffing business
We continue to invest in existing businesses  
and new opportunities.
Empresaria at a glance
Overview
3
Regions of operation
19 Countries 40 
Trading 
companies
848 
Average 
employees 
3 2010 3 2009 832 2010 763 2009
18 2010 17 2009 38 2010 33 2009
 UK 32%
 Continental Europe 49%
 Rest of the World 19%
Group revenue
 UK 34%
 Continental Europe 42%
 Rest of the World 24%
Net fee income
 UK 24%
 Continental Europe 26%
 Rest of the World 50%
Employees Overview
03 Empresaria Group plc 
Annual report and accounts 2011
 Temporary 60%
 Permanent 40%
 Temporary 98%
 Permanent 2%
 Temporary 40%
 Permanent 60%
UK Continental Europe Rest of the World
Represents 34% of Group net fee 
income. Expansion in 2011 has been 
focussed on brands moving into new 
territories in Asia, with three brands 
opening four offices in Singapore and 
Australia.
Regions of operation 
United Kingdom
Key sectors 
Creative media Outsourcing
Domestic service Retail
Financial services
Infrastructure & 
construction
Represents 42% of Group net fee income. 
The region is dominated by Germany, 
being responsible for 86% of net fee 
income (with Austria). The healthcare 
business in Finland and Estonia is 
responsible for 12% of net fee income.
Regions of operation 
Austria Germany
Czech Republic Hungary
Estonia Slovakia
Finland
Key sectors 
Engineering Supply chain &  
Healthcare logistics
IT Training services
Represents 24% of Group net fee income, 
growing from just 11% in 2007. The 
largest markets in this region are Japan, 
Indonesia and Chile. In 2011 two Asian 
brands opened new offices in Singapore 
and a new company was set up in China.
Regions of operation 
Australia  Japan
Chile  Malaysia
China   Philippines
Hong Kong (from 2012) Singapore
India  Thailand
Indonesia  
Key sectors 
Creative media Outsourcing
Executive search Retail
IT Training services
2011 2010
Revenue (£m) 67.0 72.7 
Net fee income (£m) 16.0 15.1 
Adjusted operating  
 profit (£m) 2.0 2.0 
% of Group  
 net fee income 34% 32%
Employees  
 (average number) 201 210
2011 2010
Revenue (£m) 102.7 99.5 
Net fee income (£m) 19.7 22.0 
Adjusted operating  
 profit (£m) 2.2 3.9 
% of Group  
 net fee income 42% 47%
Employees  
 (average number) 221 212
2011 2010
Revenue (£m) 39.2 34.7 
Net fee income (£m) 11.2 9.6 
Adjusted operating  
 profit (£m) 1.1 1.5 
% of Group  
 net fee income 24% 21%
Employees  
 (average number) 426 409
Net fee income split Net fee income split Net fee income split 04 Empresaria Group plc 
Annual report and accounts 2011
Overview
Chairman’s statement
Resilience despite results being overshadowed by Germany
While our overall performance this year did not meet  
our expectations, we have nevertheless shown resilience 
through our business model and see encouraging 
opportunities for growth.
Overview of performance in 2011
The UK and Rest of the World regions grew net fee income  
by 5% and 19% respectively. However, the Group as a whole 
experienced a 1% growth in revenue and net fee income, with 
adjusted profit before tax down 32% to £4.5m and adjusted 
EPS down 35% to 4.0p. The major reason for this was lower 
profits in Germany, where the adoption of new collective 
bargaining agreements, following court rulings, required us 
to increase the pay rates for some of our temporary workers 
and to incur significant legal fees. This has had a negative 
impact on margins and while we have seen an improvement 
in gross margin over the second half of the year, it still 
remains below historic levels. We have obtained greater 
clarity on the potential exposure against retrospective  
pay claims from temporary workers and social security 
contributions in relation to these court rulings. This has  
lead us to reduce the provision that we made at the half  
year of £3.0m to £1.7m at the year end, reflecting the lower 
expected exposure. 
The year also saw the terrible earthquake and tsunami in 
Japan which resulted in the Japanese economy entering into 
recession by the end of the year. We are thankful that all  
of our staff were safe and the strong leadership exhibited  
by our local management teams helped both our businesses 
to achieve comparable profits with the prior year.
We have continued to reduce our reported net debt, which 
was down to £5.6m at year end (2010: £6.1m), despite further 
investment in working capital to support the revenue growth 
and set up of new offices in the Rest of the World region.  
This investment has seen four of our existing brands 
establish themselves in new markets during the year and 
demonstrates our continued commitment to generate organic 
profit growth from our existing Group.
Board
As reported at the half year, Miles Hunt has decided to leave 
the Group to pursue other opportunities. He ceased to be the 
Chief Executive Officer as at 31 December 2011, but remains 
on the Board until 31 March 2012 as a Non-executive Director. 
He has overseen a smooth transition to Joost Kreulen, who 
became Chief Executive Officer on 1 January 2012.
Joost has been with the Group since 2009, initially 
responsible for our Asian operations and more recently also 
for a number of our UK based businesses. Prior to joining 
Empresaria Joost was head of specialist staffing operations 
for Vedior in the Netherlands as well as being responsible for 
business development within Northern Europe and Germany. 
Anthony Martin
Chairman Overview
05 Empresaria Group plc 
Annual report and accounts 2011
The ICSA Hermes Transparency in Governance Awards,  
now in their third year, are an initiative launched by ICSA  
in partnership with Hermes Equity Ownership Services.  
 
“We are delighted to have won the award  
for best small cap and AIM report for 2011.”
Anne-Marie Clarke
Company Secretary
The Board would like to thank Miles for his enormous 
contribution to the development of Empresaria since 
formation in 1996, during which time the Group has grown 
from a start up in one office, armed only with a management 
philosophy and a vision for growth, into a specialist staffing 
group stretching across 19 countries.
People
The number of people working within the Group fell to 803  
at the end of 2011, down from 883 the previous year. The 
average number of staff throughout the year was 848, up from 
832 in the previous year. The lower number at the year-end 
reflects the loss of 85 staff from businesses that were 
disposed of during the year. Empresaria’s success is largely 
dependent on the efforts and contribution of its people and  
the Board would like to thank them for all of their hard work 
in the year.
Dividend
The priorities for our free cash flow remain to invest in 
developing our business and to strengthen our balance sheet, 
while supporting a sustainable dividend policy. For the year 
ended 31 December 2011, the Board is proposing to maintain 
a dividend of 0.35p per share (2010: 0.35p per share) which, if 
approved by shareholders at the Company’s Annual General 
Meeting, will be paid on 16 July 2012 to shareholders on the 
register on 15 June 2012.
Governance
Development and delivery of Group strategy must be 
supported by sound corporate governance practices that are 
appropriate to the size and philosophy of the Group. Since  
the Group moved to AIM in late 2004, strategic development 
has lead to an increase in the size and spread of the Group,  
in terms of both sector and geography, with a focus on 
developing staffing markets and emerging economies. 
Underpinning Group strategy we continue with the 
philosophy of management equity, with operating company 
management teams investing directly in their own businesses 
thereby aligning management and shareholder interests.  
The increased size and spread of the Group, together with  
the philosophy of management equity, has required the 
development and provision of a sound corporate governance 
framework. The Board continue to develop and enhance the 
Group’s corporate governance arrangements in line with the 
principles of the UK Corporate Governance Code, balancing 
the need to operate the Group in an efficient, effective and 
ethical manner whilst allowing entrepreneurial management 
teams to operate to deliver the strategic goals of the Group. 
Further details on the corporate governance arrangements 
the Group has implemented can be found in the Corporate 
Governance sections of this report.
We were delighted to receive external recognition for the 
communication of our corporate governance reporting, 
winning the 2011 ICSA Hermes Transparency in Governance 
award for best annual report in the AIM/small cap companies 
category.
Current trading and outlook
Global economic conditions remain uncertain and while we 
continue to see generally good candidate and client demand, 
confidence is fragile and necessitates a cautious approach, 
especially in the UK and Continental Europe. The Group 
trades in many emerging markets across the world and we 
see opportunities for organic growth across these regions  
and expect to see improved returns for the year ahead.
Anthony Martin
Chairman
20 March 2012 06 Empresaria Group plc 
Annual report and accounts 2011
Business review
Strategic focus Focus Update
Balanced growth and 
managed risk (accelerate 
growth but reduce risk)
The focus remains on delivering growth in net fee income 
across all regions. We also want to increase the conversion ratio 
to ensure that any growth is profitable and generates improved 
returns in EPS. We also focus on improving cash generation 
to reduce overall net debt, but in the context of investing  
in the business through working capital, investing in new 
opportunities and purchasing minority shares.
This year has seen a decline in 
profitability as the Group has 
suffered from one-off market 
issues in Germany. Outside of 
Continental Europe, we have  
seen growth in net fee income  
in the UK and Rest of the World, 
although start-up costs for new 
offices in Asia have negatively 
impacted on profits.
Conversion ratio declined to  
11.3% (2010: 15.9%)
Currently 66% of net fee income is 
earned outside of the UK (2010: 66%).  
The share from the Rest of the World 
has increased from 11% in 2007  
to 24% in 2011.
Diversification by 
geography and sector 
We look to reduce volatility from sector or economic issues by 
diversification. In geographic terms we have moved away from 
being a historic UK-based business. Within our sectors we are 
looking to target growth from highly skilled, professional and 
white collar sectors and reduce exposure to blue collar or low 
skilled sectors.
Specialist staffing  
rather than generalist
The Group is focussed on developing strong specialist staffing 
brands. Specialist staffing operations generally benefit from 
higher margins and higher growth opportunities. Our clients 
also benefit from our sector experience and knowledge which 
helps us provide a better quality and value added service.
Operational mix  
– temporary focus  
to minimise volatility
Whilst we have a strong permanent recruitment presence,  
our key focus as a Group is on temporary recruitment as this  
is expected to be more stable throughout the economic cycle  
and has been the driver of long-term growth in the industry.
Generally there is a higher 
proportion of net fee income  
from permanent recruitment in 
South-East Asia as the temporary 
recruitment markets are less  
well developed and salary levels  
are generally lower. 
High growth markets  
– developing staffing 
markets or emerging 
economies
We have developed our international presence to benefit from 
the higher growth opportunities from emerging economies and 
developing staffing markets stimulated by structural change. 
We will continue to look for opportunities in higher growth 
markets where the Group is currently not, or under, represented.
Investments have been made in new offices and infrastructure in 2011  
in Singapore (re-entered the market), Australia and China. In 2012  
we have opened our first office in Hong Kong.
Multi-branded rather 
than single brand
In order to maximise the opportunities in our market, we follow 
a multi-branded strategy. This promotes a more market lead 
focus in our brands which helps them to customise solutions  
for their individual markets. By retaining a specialist focus  
they build expertise and reputation in their specific areas. 
We look to introduce our brands into new markets to benefit from growth 
opportunities whilst utilising the sector experience and management 
expertise already built up. We will continue to look to develop our brands 
in this way together with exploring opportunities for brands to move  
into new sectors.
Focus on organic growth
We are looking to develop our existing operations to deliver 
improved performance through strong management and 
expansion into new geographies and markets where the 
opportunities arise.
Our strategy 
Vision
Our vision remains to build an international specialist staffing 
group, delivering a quality service to our customers and a market 
leading return to our investors, through sustainable growth in 
adjusted earnings per share.
Strategy
Our strategy defines how we plan to achieve our long-term 
vision. It also represents the principles and commercial 
context for our management teams to follow.
Our strategy is to continue to develop an international, 
multi-sector specialist staffing group, balanced both in terms 
of sector and geographic coverage, with an investment focus 
on both developing staffing markets and emerging economies. 
We believe in a multi-branded approach and look to retain  
a high temporary recruitment focus to minimise potential 
volatility throughout the economic cycle.
Our strategy is underpinned by the philosophy of management 
equity, with senior management in our operating companies 
investing directly in their own businesses, thereby aligning 
management and shareholder interests.
Objectives
In the short-term we are committed to delivering organic growth 
from our existing operations, through continued investment in our 
management teams and selective investments in new offices to 
develop our brands through international and national expansion. 
This allows us to leverage the proven management experience 
within our leading operations.
We believe there are many opportunities for growth within our 
Group and it is important that the acquisitions made and the seed 
capital invested over the last five years demonstrate the ability to 
deliver profitable returns and growth.
The Group has come a long way since moving to AIM in 2004,  
when it was a 100% UK based business. However, we recognise  
that the balance of operations from both a geographic and sector 
basis requires further investments to deliver on our strategy.  
The Board has not ruled out more acquisitions and see this as an 
important part of the future development of the Group. However,  
the main focus over the next year is to further establish our brands 
and management teams to ensure they deliver in line with our 
expectations and their potential.
The Group’s net debt has reduced again in the last year and now 
stands at £5.6m. It is important that the overall debt levels remain 
appropriate to the size of the Group’s debtors. Debt finance remains 
important to a group of our size, especially for those businesses  
with a focus on temporary recruitment, but we will continue to  
target further reductions in net debt. Business review
07 Empresaria Group plc 
Annual report and accounts 2011
Strategic focus Focus Update
Balanced growth and 
managed risk (accelerate 
growth but reduce risk)
The focus remains on delivering growth in net fee income 
across all regions. We also want to increase the conversion ratio 
to ensure that any growth is profitable and generates improved 
returns in EPS. We also focus on improving cash generation 
to reduce overall net debt, but in the context of investing  
in the business through working capital, investing in new 
opportunities and purchasing minority shares.
This year has seen a decline in 
profitability as the Group has 
suffered from one-off market 
issues in Germany. Outside of 
Continental Europe, we have  
seen growth in net fee income  
in the UK and Rest of the World, 
although start-up costs for new 
offices in Asia have negatively 
impacted on profits.
Conversion ratio declined to  
11.3% (2010: 15.9%)
Currently 66% of net fee income is 
earned outside of the UK (2010: 66%).  
The share from the Rest of the World 
has increased from 11% in 2007  
to 24% in 2011.
Diversification by 
geography and sector 
We look to reduce volatility from sector or economic issues by 
diversification. In geographic terms we have moved away from 
being a historic UK-based business. Within our sectors we are 
looking to target growth from highly skilled, professional and 
white collar sectors and reduce exposure to blue collar or low 
skilled sectors.
Specialist staffing  
rather than generalist
The Group is focussed on developing strong specialist staffing 
brands. Specialist staffing operations generally benefit from 
higher margins and higher growth opportunities. Our clients 
also benefit from our sector experience and knowledge which 
helps us provide a better quality and value added service.
Operational mix  
– temporary focus  
to minimise volatility
Whilst we have a strong permanent recruitment presence,  
our key focus as a Group is on temporary recruitment as this  
is expected to be more stable throughout the economic cycle  
and has been the driver of long-term growth in the industry.
Generally there is a higher 
proportion of net fee income  
from permanent recruitment in 
South-East Asia as the temporary 
recruitment markets are less  
well developed and salary levels  
are generally lower. 
High growth markets  
– developing staffing 
markets or emerging 
economies
We have developed our international presence to benefit from 
the higher growth opportunities from emerging economies and 
developing staffing markets stimulated by structural change. 
We will continue to look for opportunities in higher growth 
markets where the Group is currently not, or under, represented.
Investments have been made in new offices and infrastructure in 2011  
in Singapore (re-entered the market), Australia and China. In 2012  
we have opened our first office in Hong Kong.
Multi-branded rather 
than single brand
In order to maximise the opportunities in our market, we follow 
a multi-branded strategy. This promotes a more market lead 
focus in our brands which helps them to customise solutions  
for their individual markets. By retaining a specialist focus  
they build expertise and reputation in their specific areas. 
We look to introduce our brands into new markets to benefit from growth 
opportunities whilst utilising the sector experience and management 
expertise already built up. We will continue to look to develop our brands 
in this way together with exploring opportunities for brands to move  
into new sectors.
 Permanent recruitment 29%
 (2010: 26%) 
 Temporary recruitment 71%
 (2010: 74%)
Net fee income split
Net fee income growth 
against prior year
-10
0
10
20
 UK 5%
 Europe -10%
 Rest of the World 19%
 Total Group 1%
 Technical 48% (2010: 56%)
 Professional & Financial 
 services 32% (2010: 25%)
 Specialist other brands 20%
 (2010: 19%)
Net fee income by sector 08 Empresaria Group plc 
Annual report and accounts 2011
Business review
 
Net fee income (£m)
0
10
20
30
40
50
60
2011 2010 2009 2008 2007
Adjusted profit before tax (£m)
2011 2010 2009 2008 2007
0
1
2
3
4
5
6
7
Conversion ratio (%)
2011 2010 2009 2008 2007
0
3
6
9
12
15
18
Temporary margin (%)
2011 2010 2009 2008 2007
0
5
10
15
20
25
Key performance indicators
Net fee income
Comprises gross revenue minus temporary payroll costs and 
other costs of sales, measuring the profit generated directly 
from the trading activities.
Net fee income in 2011 was £46.9m (+1% on 2010) as growth 
from permanent revenue was offset by reduced margins and 
flat temporary revenue.
Temporary margin
The Group has a high operational mix towards temporary 
recruitment which represents 71% of Group net fee income 
(2010: 74%).
The temporary margin in 2011 was 17.3% (down on 2010 of 
18.1%), reducing mainly from margin pressures in Germany. 
Excluding Continental Europe, the temporary margin would 
have been 15.4% (2010: 14.1%).
Conversion ratio
The conversion ratio shows the efficiency of managing the 
cost base and investment spend as it measures the adjusted 
operating profit as a percentage of net fee income and reflects 
how much of the net fee income generates profit.
In 2011 the conversion ratio was 11.3%, down from 15.9% in 
2010, as costs increased at a greater rate than net fee income.
Adjusted profit before tax
The adjusted profit before tax measures the operating return 
from the business, after financing costs. The adjusted 
measure excludes exceptional items, movements in the  
value of put and call options and amortisation of goodwill. 
Adjusted profit before tax in 2011 was £4.5m (down 32%  
on 2010).
See note 11 for details. Business review
09 Empresaria Group plc 
Annual report and accounts 2011
Adjusted EPS (p)
2011 2010 2009 2008 2007
0
1
2
3
4
5
6
7
Net debt (£m)
2011 2010 2009 2008 2007
(10)
(8)
(6)
(4)
(2)
0
Average debtor days for year
40
45
50
55
2011 2010 2009 2008 2007
Average debtor days for year
This shows how efficient the Group is at collecting its sales 
from customers and this has a direct impact on the funding  
of working capital for a growing business.
Group average debtor days at the end of 2011 were 52, in line 
with 2010.
Net debt
The Group is in an overall net debt position and this must  
be managed to reduce interest costs and allow the business 
the funds for development activity.
Group net debt was £5.6m at the end of 2011 (down £0.5m 
from £6.1m at the end of 2010).
See note 12 for details.
Adjusted EPS
This measures the return to shareholders after the impact  
of tax and the share of minority interests. The Group’s  
key objective is to see sustainable growth in earnings for 
shareholders. 
Adjusted EPS in 2011 was 4.0p (down 35% on 2010)  
reflecting the lower trading profits and high effective tax rate. 10 Empresaria Group plc 
Annual report and accounts 2011
Business review
A sound strategy
Despite the setbacks in Germany, we are confident that  
our strategy and business model will deliver growth into  
the long-term.
Chief Executive Officer’s business review
Introduction
This is my first set of results as Chief Executive Officer, 
which I became with effect from 1 January 2012. I initially 
joined Empresaria at the beginning of 2009 with a focus on 
the Asia region only. Since assuming the role of CEO I have 
had the opportunity to extend my knowledge of the Group 
across all of its regions and to work closely with all of our 
businesses. I am encouraged by the management strength 
throughout our regions and I believe this will help us deliver 
good organic growth. 
Group results overview
The Group generated revenue of £208.9m, an increase of 1% 
over the prior year and net fee income (gross profit) of £46.9m, 
also up 1% on 2010. Within this, performance across our 
operating regions was variable, reflecting their different 
market conditions during the year. 
In the Rest of the World region revenue grew by 13% to 
£39.2m (2010: £34.7m) and net fee income grew by 19%  
to £11.2m (2010: £9.4m). Our Asian and South American 
businesses continued to improve their gross profit contribution 
to the Group with good performances from Indonesia, 
Thailand and Chile in particular. This region was the main 
focus for expansion in the year, with new offices and 
branches opened in Singapore, Australia and China across 
six of our brands. The economic conditions in this region are 
generally more positive than in Europe and we see further 
opportunities for growth. In March 2011 Japan suffered from 
a natural disaster with an earthquake and resulting tsunami 
having a devastating effect on the country. Despite this, our 
two businesses performed very well with revenue and net fee 
income growth year on year and adjusted operating profit 
level with 2010. In total the adjusted operating profit for the 
region was down on the prior year at £1.1m, mainly due to  
the significant investment in setting up the new offices.
In the UK revenue was down 8% to £67.0m (2010: £72.7m)  
but net fee income was up 5% at £16.0m (2010: £15.2m).  
As highlighted last year, our infrastructure and construction 
operations are moving away from lower margin contracts  
to focus on more value added and higher margin business. 
Adjusted operating profit was £2.0m, level with 2010, 
following increases in staff costs and bad debts.
In Continental Europe, revenue increased by 3% to £102.7m 
(2010: £99.4m), but net fee income declined by 10% to £19.7m 
(2010: £21.9m). The operations in Continental Europe are 
primarily temporary staffing and heavily weighted to 
Germany and Austria, which together represent 86% of the 
regional net fee income. The reduction in profit is mainly due 
to the lower margins in Germany resulting from the change  
in pay tariffs for temporary workers following the legal ruling 
at the end of 2010 relating to certain collective bargaining 
Joost Kreulen
Chief Executive Officer Business review
11 Empresaria Group plc 
Annual report and accounts 2011
agreements. These costs were not able to be fully passed on 
to clients or offset through cost savings elsewhere and, while 
margins improved in the second half of the year, they are still 
below historic levels. We saw improved results in our 
healthcare business in Finland, however, overall adjusted 
operating profit for Continental Europe declined to £2.2m 
(2010: £3.9m).
Overall Group gross margin was 22.5%, the same as last 
year, with a 21% increase in permanent revenue helping to 
offset flat temporary revenue and a reduced temporary margin 
of 17.3% (2010: 18.1%). Permanent sales contributed 29%  
of the Group net fee income (2010: 26%).
Cash generated from operations in the year was £3.9m  
(2010: £8.3m). After accounting for tax and interest, the Group 
generated free cash flow (being net cash from operating 
activities) of £1.2m (2010: £5.1m), with £2.0m used to acquire 
equity held by management in subsidiary companies and 
fixed assets and £0.3m to pay dividends to shareholders  
and to holders of minority shares in subsidiaries. There was  
a cash inflow of £1.0m from disposal proceeds. Group net 
debt at the year-end was £5.6m (2010: £6.1m).
Priorities
There are some clear immediate priorities; improving the 
margins in Germany and ensuring that the lower profit 
businesses and the investments made in 2011 deliver growth 
and increased profit for 2012 are the key focus areas for the 
whole management team. While we remain open to external 
investment opportunities, we do expect to focus on our 
existing operations over the next year. 
Business development
The Group has continued to invest in new geographic 
markets as part of its diversification strategy. With the help  
of the hub concept in Singapore, four brands are now 
established in this market and are expected to make a 
positive contribution to profits in 2012. We have also invested 
in new branches in China and Australia. In January 2012  
we opened our first office in Hong Kong, focussing on the 
financial services sector.
We continue to position the Group to increase our exposure  
to white collar and professional recruitment and to improve 
conversion ratios and working capital efficiency. In the first 
half of the year we disposed of our interest in a primarily blue 
collar UK logistics operation to its management team and  
in the second half of the year we sold our Indonesian payroll 
outsourcing business to an Australian trade buyer. These 
transactions have removed low margin, low profit businesses 
from the Group, generated cash proceeds of £1.0m and 
reduced our exposure to overseas debt finance.
Business overview
The principal activity of the business is the provision of 
recruitment services on a permanent and temporary contract 
basis in the regions of the UK, Continental Europe and Rest 
of the World (comprising Asia Pacific and South America). 
Activities also include Recruitment Process Outsourcing,  
HR consulting and training services.
Organisational structure
The Group has a small central team, mostly based at the  
head office in Crawley, which has a focus on finance,  
legal & company secretarial matters and strategic oversight. 
The Group is divided into three key reporting regions of  
UK, Continental Europe and Rest of the World, with each 
region overseen by a Regional director. I have retained the 
operational responsibility for the UK and Rest of the World 
regions for now as I believe it is important to maintain  
regular contact with the operating managers and, in a people 
business such as this, it is the only way to understand the 
issues and opportunities within each business. The day  
to day running of the Group is delegated to an executive 
committee of the Chief Executive Officer, Group Finance 
Director and Regional director for Continental Europe  
(the Board of Management).
Operational culture
The Group operates with a decentralised structure, with  
high levels of local commercial autonomy for the managing 
directors of the operating companies, who are encouraged to 
develop their businesses to deliver organic growth, within the 
overall framework of central financial controls and reporting 
requirements and sound corporate governance. The operating 
companies are run by locally based managers who have the 
knowledge and experience of their markets and so are able  
to react quickly to changes as they occur.
The core philosophy of the Group is for senior managers  
to take an equity holding in their companies, to align their 
interests with shareholders through the sharing of the risks 
and rewards of equity participation. We believe this is  
a strong incentive for them to grow their businesses and  
to see a long-term future within the Empresaria Group, while 
providing them with the support and investment to allow 
them to realise their ambitions.
We organise a leader’s conference every eighteen months for 
our operating managing directors and central management 
which provides the opportunity to update everyone on Group 
matters, to introduce new business ideas and opportunities 
from around the Group and to allow everyone to network in 
an informal setting. The last conference was held in Thailand 
in November 2011 and was a great success. 12 Empresaria Group plc 
Annual report and accounts 2011
Business review
Driving organic growth
Our drive for organic growth  
is focussed on the development  
of strong international brands.
Chief Executive Officer’s  
business review
 
 
 
 
Become 
Locations: UK, Australia 
Sector: Creative Design
Celebrating 15 years of operations  
in the UK in 2012, Become launched  
its second Australian office in 
Melbourne in 2011, to complement  
its existing business in Sydney,  
which opened in 2007. Become places 
candidates into the creative industry, 
such as creatives, designers, digital 
experts, artworkers, studio managers 
and account managers. 
www.becomeuk.com
www.becomemelbourne.com.au
 
 
 
 
McCall 
Locations: UK,  
Australia, Singapore 
Sector: Recruitment  
to recruitment
McCall was first established in 1992 
and helps find candidates for 
recruitment companies, from junior 
consultants to board positions. McCall 
has operated internationally since 2006 
through a dedicated UK team, but in 
2011 it opened two new offices, one in 
Singapore (to target the South East Asia 
and Far East markets) and the other  
in Sydney (to target the Australia and 
New Zealand markets).
www.mccall.co.uk Business review
13 Empresaria Group plc 
Annual report and accounts 2011
 
 
 
 
Learning Resources 
Locations: Indonesia, 
Singapore 
Sector: Training services
Learning Resources is one of the 
leading training providers in Indonesia, 
where the business has developed and 
grown. Serving all business sectors, 
Learning Resources opened a new 
office in Singapore in 2011 and has also 
begun supplying e-learning materials to 
Empresaria’s Malaysian subsidiary.  
The services offered include classroom 
training, e-assessments, e-learning, 
video training, ROI measurement and 
training reinforcement tools.
www.learningresources.co.id
 
 
 
 
Monroe Consulting 
Group 
Locations: Indonesia, 
Thailand, Philippines, 
Singapore 
Sector: Executive search
Monroe has been operating in Thailand 
since 2002, in Indonesia since 2005, 
in the Philippines since 2007 and 
opened a new office in Singapore in 
2011. It focuses on executive jobs and 
candidates across South East Asia,  
with sector specialists in banking  
and finance, consumer goods,  
industrial and technology.
www.monroeconsulting.com
 
 
 
 
LMA Recruitment 
Locations: UK, Singapore, 
Hong Kong 
Sector: Financial services
LMA has been operating in London 
since 1999, but has expanded 
internationally over the last year, 
starting in Singapore in 2011 and 
recently in Hong Kong at the beginning 
of 2012. LMA services the financial 
services sector, with specialist divisions 
covering banking, secretarial, human 
resources and risk and compliance.
www.lmarecruitment.com  14 Empresaria Group plc 
Annual report and accounts 2011
Business review
 
Chief Executive Officer’s business review
Regional review
UK 
Operating performance
£m 2011 2010
Revenue 67.0 72.7
Net fee income 16.0 15.2
Adjusted operating profit 2.0 2.0
% of Group net fee income 34% 33%
Revenue decreased by 8% to £67.0m (2010: £72.7m), with  
a 12% increase in permanent revenue being offset by a 9% 
reduction in temporary revenue. Despite this, net fee income 
grew by 5% to £16.0m (2010: £15.2m) helped by the temporary 
margin improving by 2% on 2010. The reduction in revenue 
was largely as a result of our infrastructure and construction 
operations targeting higher margin and more value added 
contracts and reducing its exposure to the higher volume,  
low margin, highly competitive contracts, which also typically 
have longer payment terms. Overall UK gross margin 
increased to 24% (2010: 21%). Temporary staffing accounted 
for 60% of net fee income (2010: 64%) reflecting the improved 
permanent market. Adjusted operating profit of £2.0m was 
level with the prior year.
The market conditions were good in the first half of 2011,  
but growth rates slowed in the second half and in particular 
in the final quarter. However, net fee income grew each 
quarter against 2010.
Our Infrastructure and Construction businesses experienced 
lower temporary revenue, albeit at higher margins, and an 
increase in permanent revenue, so delivering an improved  
net fee income. Costs increased due to staff costs and bad 
debts. The outlook for publicly sponsored infrastructure 
projects appears to be improving and the new regional and 
airport offices performed well in the year.
In Financial services, revenues grew again, in particular from 
permanent positions. Competition is strong in this market 
and this is keeping temporary margins in line with the prior 
year. The outlook for the sector is cautious, given the ongoing 
Euro crisis and potential impact on the banking industry.  
The LMA Recruitment brand expanded into Singapore in 
2011 and more recently opened an office in Hong Kong, to 
help deliver growth outside of the London market.
Within our Other brands category we have experienced 
mixed performances, with improved results in particular from 
our creative and retail brands and investment in our domestic 
services brand. However, the recruitment-to-recruitment 
business, McCall, experienced slow market conditions, 
especially in the second half, as a number of recruitment 
companies ceased investing.
In May 2011 the Group disposed of its UK Supply Chain 
business operated by The Logistics Network Limited and 
More Driving Limited to a management lead team. This was  
a low margin and low profit operation which was exposed  
to the fragile UK retail sector. The transaction resulted in  
a loss on disposal, largely due to the write off of goodwill but 
did generate cash inflow for the Group of £0.2m in the year, 
with a further £0.1m due by the end of 2014. Business review
15 Empresaria Group plc 
Annual report and accounts 2011
Continental Europe 
Operating performance
£m 2011 2010
Revenue 102.7 99.4
Net fee income 19.7 21.9
Adjusted operating profit 2.2 3.9
% of Group net fee income 42% 47%
Revenue grew by 3% to £102.7m (2010: £99.4m) but there was 
a decline in net fee income of 10% to £19.7m (2010: £21.9m). 
There has been pressure on margins across the region, with 
gross margin falling to 19% (2010: 22%). While cost savings 
were achieved, these were not sufficient to offset the fall in 
gross profit, resulting in adjusted operating profit of £2.2m 
(2010: £3.9m).
The German economy has been the most resilient in Europe 
and currently enjoys historically low unemployment rates. 
However, we were not able to benefit fully from this during 
2011. Revenue in Germany was slightly down against 2010 
but the pressure on margins resulted in significantly lower 
net fee income. This decline is a result of changes required  
to the pay tariffs used for our temporary workers in Germany, 
following a legal ruling at the end of 2010 relating to certain 
collective bargaining agreements. Many temporary workers 
have received an increase in pay and it was not possible to 
fully pass this on to all of our customers in the year. The total 
impact of the reduced margins, together with unplanned legal 
costs amounted to £2.6m lower profits when compared with 
2010. There was an improvement in gross margin in the 
second half of the year, but it remains below historic levels 
and further action is ongoing, as a management team priority, 
to improve this position. 
 
As a result of the legal challenge against certain collective 
bargaining agreements some of our German operations may 
be subject to retrospective pay claims and social security 
contributions. At the half year we recognised a provision for 
£3.0m as a best estimate of these potential costs. Since then 
we have received the audit results from the social security 
agency for the majority of our branches which provides a 
clearer estimate of their maximum claim and the likely timing 
for making payments to them. With this and an updated 
estimate of potential claims from workers for retrospective 
pay, at year-end we are recognising a reduced total provision 
of £1.7m, which we believe is sufficient to cover any potential 
liabilities from this issue albeit there remains some 
uncertainty as to the final outcome. It should be noted that  
the legal position in relation to the validity of retrospective 
claims is still subject to further court rulings. We have 
registered objections against the social security claims 
to protect our position in the event of a positive court ruling  
in the future.
As announced on 13 March 2012, since the year-end we have 
appointed a new managing director for our German business. 
We have reached an agreement with the previous managing 
director, who is a minority shareholder in the business, to 
re-structure the timings of the put and call options over his 
minority shares. We have agreed to purchase 6.7% of the 
shares in the German business from him for Euro 1.3m and 
have call options over the remaining 13.3% of the shares in 
the German business not already owned by us, which are 
exercisable through to January 2014.
Our healthcare staffing operations, based in Finland and 
Estonia, performed well again in 2011, with high revenue  
and net fee income growth. However, there was a reduction  
in margins due to both an investment in new dental clinics 
and a correction to the tax treatment of certain benefits 
provided to candidates. This resulted in an exceptional 
charge of £0.3m for one-off historic costs which, together  
with other non-recurring costs in the year, resulted in  
a lower increase in operating profit than in gross profit.  
The structural shortage of healthcare staff in Finland is 
expected to continue for the foreseeable future, so providing 
opportunities for the business to continue to grow.
Our specialist businesses in Czech Republic and Slovakia 
saw good growth in revenue and net fee income, following 
improving economic conditions and must now start delivering 
profitable growth. 16 Empresaria Group plc 
Annual report and accounts 2011
Business review
 
Chief Executive Officer’s business review
Regional review
Rest of the World 
Operating performance
£m 2011 2010
Revenue 39.2 34.7
Net fee income 11.2 9.4
Adjusted operating profit 1.1 1.5
% of Group net fee income 24% 20%
Revenue grew by 13% to £39.2m (2010: £34.7m) and net fee 
income grew by 19% to £11.2m (2010: £9.4m). This region has 
been the fastest growing again this year and now represents 
24% of the Group net fee income. Permanent revenue grew  
by 27% and temporary revenue grew by 10%, with temporary 
margins also improving over the prior year. Permanent 
recruitment, which includes the training and Recruitment 
Process Outsourcing (“RPO”) businesses in Indonesia and 
India respectively, contributed 60% of net fee income. 
Temporary recruitment revenue is primarily delivered from 
our businesses in Chile, Japan and Australia. The investment 
in new offices in Singapore, China and Australia had  
a negative impact on profit of approximately £0.6m, which  
is the main factor for the decline in adjusted operating profit 
to £1.1m (2010: £1.5m).
In Japan our operations were disrupted by the earthquake 
and tsunami in March 2011 and the resulting radiation scare, 
which stopped temporary workers from being able to work 
and slowed down the recruitment process across the country. 
Despite this, our businesses demonstrated resilience with 
revenue and net fee income growth. Profit was delivered at 
the same level as the prior year.
Within the South East Asia region we have seen continued 
strong growth in revenue and net fee income, although 
operating profit was down as a result of the investments  
in new office openings. There were particularly good 
performances from Indonesia and Thailand and the new 
operations in Singapore established themselves with good 
teams of consultants. The floods that paralysed large parts  
of Bangkok in the last quarter of 2011 had short-term timing 
issues for our business but we do not expect any more 
disruption from this in 2012.
In the second half of the year we disposed of our payroll 
outsourcing business in Indonesia to an Australian trade 
buyer. This was a low margin and low profit business that 
required a high level of working capital financing, and while  
it resulted in a marginal accounting loss on disposal, it 
generated cash proceeds of £0.8m, with a further £0.1m paid 
by the end of February 2012. Following this transaction our 
Indonesian businesses still represent 6% of the Group’s net 
fee income.
In India revenue was flat year-on-year but profitability was 
down due to the need to restructure the business following 
the loss of a key client in the RPO operation. There is also an 
exceptional provision of £0.2m in relation to a long-running 
historic contractual dispute. Aside from this there was  
good growth in other parts of the business, especially  
with outsourcing operations to US clients and in the global 
candidate sourcing division.
In China there has been a growth in profits due to a higher 
proportion of permanent recruitment. Investment has also 
been made in a new business which focuses on the 
recruitment process from a candidate perspective rather than 
the traditional company focus. This business is becoming 
well established and is expected to deliver good returns over 
the next few years.
In South America, our outsourcing business in Chile had 
good revenue and profit growth, after recovering from the 
market disruption in 2010 caused by the earthquake. Gross 
margin has improved, and remains a key area of focus.
Joost Kreulen
Chief Executive Officer Business review
17 Empresaria Group plc 
Annual report and accounts 2011
Finance review
Revenue and gross profit
Revenue for the year was £208.9m (2010: £206.8m), a 1% 
increase. Gross profit also increased 1% to £46.9m (2010: 
£46.5m). Gross margin was 22.5% (2010: 22.5%) as an increase 
in permanent revenue was offset by a lower temporary margin. 
Permanent sales grew by 21% and accounted for 29% of the 
gross profit (2010: 26%). Temporary revenue was level with 
2010, but the margin reduced to 17.3% (2010: 18.1%).
The proportion of gross profit from non-UK operations 
increased slightly to 66% (2010: 65%). On a constant currency 
basis, gross profit would have been level with 2010.
Group trading summary
From continuing operations
2011
£m
2010
£m
% 
change
Revenue 208.9 206.8 1%
Gross profit 46.9 46.5 1%
Administrative costs (41.6) (39.1) 6%
Adjusted operating profit* 5.3 7.4 (28%)
Net interest payable  
 and receivable (0.8) (0.9) 11%
Adjusted profit before tax* 4.5 6.6 (32%)
Operating profit 2.8 7.2 (61%)
Profit before tax 1.9 6.5 (71%)
*  The adjusted operating profit and adjusted profit before tax figures exclude exceptional 
items, intangible amortisation and movements in the values of put and call options.
Operating profit
Administrative costs increased by 6% to £41.6m, mostly due 
to higher staff costs and bad debts. Costs in the UK were 
broadly level with the prior year, in Continental Europe were 
down year-on-year, especially for commissions, but were  
19% higher in the Rest of the World through staff costs and  
rent. This increase in the Rest of the World included the 
investment in new offices in the year. Adjusted operating 
profit was £5.3m, down 28% on the prior year. The conversion 
ratio of 11.3% was also down from 15.9% in 2010.
Operating profit, after intangible amortisation and exceptional 
costs was £2.8m (2010: £7.2m).
Finance income and costs
Finance income was £0.6m (2010: £0.4m). Bank interest 
income was £0.1m (2010: £0.1m). Finance costs were £1.5m 
(2010: £1.1m). Interest payable on invoice discounting and 
bank loans and overdrafts was £0.9m (2010: £1.0m). There 
was a net loss of £0.1m from the movement in the fair value  
of put and call options over minority shares in Group 
companies (2010: £0.2m gain).
Spencer Wreford
Group Finance Director 18 Empresaria Group plc 
Annual report and accounts 2011
Business review
 
Finance review
continued
Exceptional charges
International Financial Reporting Standards (IFRS) require 
that items of income and expenditure that are material  
in terms of their nature or amount should be disclosed 
separately. Such items have been disclosed as exceptional 
charges in these accounts. The total provision is £2.2m  
(2010: nil) and is made up of three items. Firstly is the 
provision of £1.7m against potential liabilities to social 
security and worker claims in Germany following court 
rulings on the validity of certain collective bargaining 
agreements. There is also a provision of £0.3m for social 
security and tax penalties on historic benefits provided to 
candidates in Finland. Finally there is a £0.2m provision  
in India arising from a long running dispute with a former 
client over the basis for charging fees for work performed.
Taxation
The total tax charge in the year is £1.1m (2010: £2.1m) 
representing an effective tax rate of 58%. Against the 
adjusted profit before tax and after excluding the tax on the 
exceptional provisions the effective tax rate reduced to 36%. 
This is relatively high because of a combination of prior year 
tax charges, no tax benefit on certain accumulated losses  
and non-deductible costs in the year. The profits earned by 
the Group are subject to different tax rates in the countries  
in which the Group operates.
Discontinued operations
On 20 May 2011, the Group disposed of the trade and assets of 
the Supply Chain business in the UK. A loss of £0.2m arose on 
the disposal, being the carrying amount of net assets transferred 
and attributable goodwill. Consideration received was £0.2m 
with deferred consideration of £0.1m receivable through to 2014.
On 15 July 2011 the Group disposed of Advanced Career 
Indonesia (ACI) in Indonesia. There was a £0.1m loss on 
disposal after the write off of attributable goodwill and 
carrying value of net assets. Consideration received was 
£0.8m, with a further £0.1m received after year-end.
Both of these have been accounted for as discontinued operations.
Loss/earnings per share
Basic loss per share from continuing and discontinued 
operations in the year ended 31 December 2011 was 0.4p 
(2010: earnings of 7.0p).
The Group achieved adjusted earnings per share of 4.0p 
(2010: 6.2p). This measure excludes exceptional items, 
intangible amortisation and fair value movements on put  
and call options and provides a better understanding of 
underlying trading.
There were no movements in the number of shares in issue 
during the year. However 1.2m share options were issued 
to the Executive Directors. The dilution effect of these share 
options was insignificant in the year.
Dividend
During the year the Group paid a dividend of £0.2m in respect 
of the year ended 31 December 2010, amounting to 0.35p per 
share. For the year ended 31 December 2011 the Board is 
proposing a dividend of 0.35p per share, which if approved by 
shareholders at the Annual General Meeting, will be paid on 
16 July 2012 to shareholders on the register on 15 June 2012.
Treasury
The Group maintains a range of facilities appropriate to manage 
its working capital and medium-term financing requirements. At 
the year-end the Group had banking facilities totalling £29.8m 
(2010: £30.1m) of which £6.3m was undrawn (2010: £4.2m).
Bank facilities at 31 December
2011
£m
2010
£m
Overdrafts, loans and other bank debt 17.0 16.5
Invoice financing facilities 12.8 13.5
Other debt – 0.1
29.8 30.1
The Group renewed its bank facilities in March 2011. The 
revolving credit facility has reduced to £6.25m from £7.25m and 
is for a 5 year term. A new amortising term loan of £3.0m has 
been secured for 5 years, in addition to the remaining balances 
of the current term loans which continue to amortise on the 
same basis as before. The overdraft facilities have increased 
from £4.8m to a maximum of £6.1m. The Sterling overdraft 
facility is phased over the calendar year, starting at £4.0m until 
the end of July, reducing to £3.0m until the end of September 
and then reducing to £2.0m over the remainder of the year. This 
is designed to match the Group’s funding requirements which 
typically are greater in the first half of the year. The overdrafts 
are renewable annually and were last renewed in February 2012. 
Adjusted EPS (p)
2011 2010 2009 2008 2007
0
1
2
3
4
5
6
7 Business review
19 Empresaria Group plc 
Annual report and accounts 2011
Cash flow
Net borrowings decreased by £0.5m in the year to £5.6m  
at the end of the year (2010: £6.1m). There was a cash outflow 
on working capital of £2.1m and £1.3m on acquiring minority 
shares in Group companies. Tax payments were £1.8m with 
further cash outflows of £0.7m on capital expenditure, £0.8m 
on net interest costs and £0.3m on dividends, of which £0.1m 
was paid to minority shareholders and £0.2m was paid to 
Group shareholders. Against this there was a cash inflow  
of £1.0m from the disposal of Group businesses.
Bank facilities
Group net debt decreased from £6.1m at 31 December 2010  
to £5.6m at 31 December 2011, as detailed below:
2011
£m
2010
£m
Cash at bank and in hand 6.0 7.1
Overdraft facilities (1.3) (3.8)
Invoice financing (with recourse) (0.2) (0.8)
Bank loans (9.6) (8.6)
Non-bank loans (0.5) – 
(5.6) (6.1)
This net debt excludes non-recourse invoice financing of 
£10.1m (2010: £8.5m) which is offset against trade receivables. 
The Group’s bank covenant tests at 31 December 2011 were 
net debt: EBITDA of 0.9 times (covenant < 2.5 times), interest 
cover of 7.4 times (covenant > 3 times) and debt service cover 
of 1.3 times (covenant > 1.25 times).
Acquisitions
In January 2011 the Group acquired 15% of the shares in 
Skillhouse Staffing Solutions K.K. (operating in Japan) for 
£0.6m. In December 2011 the Group acquired 35% of the 
shares in Monroe Consulting Group (operating in Indonesia) 
for £0.5m, including contingent consideration of up to £0.1m 
payable in 2012 if certain performance criteria are met. The 
Group also acquired small amounts of shares in a number  
of other subsidiaries for £0.1m in total.
The Group also made the final payments of contingent 
consideration of £0.1m for the Saleslink business, acquired  
in 2009. 
Balance sheet
The Group’s net assets as at 31 December 2011 were £28.2m 
(2010: £29.2m). There were decreases in the value of goodwill 
and intangible assets of £1.6m and £0.7m in trade receivables. 
Against this was a net increase of £0.4m in the value of the 
put option liability and call option asset and reductions of 
£0.5m in trade payables and £0.5m in net debt.
Post balance sheet events
On 26 January 2012 the Group announced the acquisition of 
14.5% of the shares in Bar 2 Limited, a UK based contractor 
services company, for cash consideration of £0.3m. This takes 
the Group’s ownership to 85.5%. The remaining minority 
shares will be acquired in 2014, with consideration based on 
the financial performance of Bar 2 Limited in the three years 
ending 31 December 2013.
On 13 March 2012 the Group announced it had agreed  
to purchase 6.7% of the shares in Empresaria Holding 
Deutschland GmbH (the holding company for the Headway 
operating companies) for Euro 1.3m. This takes the Group’s 
ownership in the Headway business to 86.7%. The call option 
agreements over the remaining 13.3% of minority shares 
have also been amended to extend the exercise period up  
to the end of January 2014.
Going concern
The Board has undertaken a recent and thorough review  
of the Group’s budget, forecasts and associated risks and 
sensitivities. Despite the uncertainty in the economy and  
its inherent risk and impact on the business, the Board has 
concluded, given the level of borrowings and bank facilities, 
that the Group is expected to be able to continue in 
operational existence for the foreseeable future, being  
a period of at least twelve months from the date of approval  
of the accounts. As a result, the going concern basis 
continues to be appropriate in preparing the financial 
statements. Further details on going concern are found  
in note 1.
Spencer Wreford
Group Finance Director
Acquisitons of
management equity
Movement in
net debt
Adjusted
operating profit
Movement in
net borrowings
Disposal proceeds
Working capital
and depreciation
Tax and interest
Capital expenditure
Dividends paid
outside of Group
0
1
2
3
4
5
6
7
Cash flow bridge (£m) 20 Empresaria Group plc 
Annual report and accounts 2011
Business review
 
Finance review
Principal risks and uncertainties 
The Group has a process that identifies certain risks that could affect business operations and hence its financial results. 
Further information on this process is set out in the Corporate governance statement on pages 27 to 29.
Risk Actions taken to mitigate risk
People
The Group’s future success relies on recruiting, 
developing and incentivising its senior management and 
other key employees. The loss of key personnel may have 
an adverse impact on the Group’s business and 
relationships.
The Group’s philosophy of management equity helps to incentivise key 
management through equity ownership, with the aim of keeping people  
within the business for the long-term. The Group operates through autonomous 
business units, so allowing key staff career development and progression,  
with support from the centre to help them deliver growth in their businesses.
Economic instability
The performance of staffing businesses has historically 
shown a strong correlation with performance of the 
economies in which they operate. An economic slowdown 
will impact on the demand for recruitment services and 
could reduce the Group’s profits.
The Group’s strategy of geographic and sector diversification is designed to 
minimise the effect of a downturn in any one market. The Group is constantly 
looking at how it can further diversify its business. The Group also has a high 
proportion of its net fee income from temporary recruitment which is expected 
 to reduce the negative impact of economic cycles. Nevertheless, a significant 
global economic downturn will impact all businesses.
Competitive risk
Competition exists in all our markets, most notably in the 
most developed economies. This increases the pressure 
on margins and the ability to fill positions.
The Group’s strategy is to focus on growing in developing economies and 
staffing markets, where opportunities for growth are greatest. We place high 
importance on providing a quality service to our clients and candidates to build 
loyalty and strong relationships, which helps defend against competitive threats. 
Our focus on specialist staffing services rather than generalist helps build sector 
expertise and this should help maintain better margins.
Legal and regulatory changes
The Group’s businesses are subject to legislation and 
regulations in each of their operational locations. Any 
changes to these may impact on the manner in which any 
business, or the Group as a whole, conducts its business 
and could therefore affect the financial performance of the 
Group.
The Group closely monitors the legal and regulatory situations in the markets  
in which it operates, in particular where we operate temporary recruitment as 
this is an area that generally has more rules and regulations. The Group is  
a member of many local industry associations which help identify arising issues 
and lobby on behalf of the industry. We also look to use advisers with good  
local knowledge and understanding of the relevant laws and labour regulations.
Financial risks
The main financial risks facing the Group are availability 
of funds to meet business needs, credit risk arising from 
customer defaults, fluctuations in interest rates and 
foreign exchange risk.
Funding
The Group finances its operations by a combination of cash reserves from 
retained profit and bank borrowings. Treasury management is led by the  
Group finance team, which manages and monitors external and internal funding 
requirements and maintains the key Group banking relationships.
Credit risk 
Credit risk is tightly managed to minimise any bad debts from non-payment  
by our customers. This is overseen by the Group finance team.
Interest rate risk
The Group is exposed to movements in interest rates for its primary facilities. 
The Group does not currently hedge this exposure but monitors movements 
in the relevant interest rates to be able to react if the rates move adversely.
Foreign exchange risk
A proportion of the Group’s business is transacted overseas and so is exposed  
to movements in exchange rates. The Group does not currently hedge translation 
risk as there is to some degree a natural hedge from operating in a wide range  
of countries.
Technology
Empresaria’s businesses are highly dependent on IT 
systems for the day-to-day running of their operations. 
Data protection is important as a large amount of 
confidential data is stored on these systems.
There is an ongoing review to ensure that IT and telecommunication systems  
are maintained adequately and that repairs and upgrades are made as necessary. 
It is Group policy that each business has a process in place to protect against 
potential malicious attacks to its IT systems. In common with many 
organisations, although preventative procedures are in place, there remains  
a residual risk of disruption to voice and data infrastructure. Business review
21 Empresaria Group plc 
Annual report and accounts 2011
Corporate social responsibility
Empresaria believes that corporate and social responsibility 
is an important part of the Group’s culture and looks to  
adopt good practice in these areas. The Board gives due 
consideration to risks arising from social, environmental 
and ethical issues as part of its ongoing risk review process.
Social interaction
The Group, as a diversified international business, recognises the 
importance of working in a culturally sensitive way with the local 
community and that its employment policies are non-discriminatory and 
encourage the employment of local nationals at all levels in the Group.
Employees are selected and promoted on the basis of merit and ability, 
regardless of age, gender, race, religion, sexual orientation or disability.
The Group recognises the need to provide a safe working 
environment for its staff and clients. Each office is responsible for 
ensuring that their business operates in compliance with Group 
policies and local health and safety legislation.
In 2011, the Group launched an employee exchange programme, 
open to all employees within the organisation, designed to allow  
staff to spend between a week and a month working in an office  
of another Group company in another country, to learn how their 
business operates and to swap ideas and best practice. The first 
swap took place in 2011 between businesses in Japan and the UK.
The Group believes in continuous communication with all staff and 
provides regular Group news updates through “Empresaria One”,  
a Group-wide intranet. It also enables employees from different 
businesses to share ideas and develop initiatives and is used to 
publish key Group policies and procedures.
The Group is supportive of staff working with their local 
communities and charitable concerns. Some examples of Group’s 
charitable support can be seen below. 
Ethics 
The Company actively promotes integrity in its dealings with 
employees, shareholders, customers and suppliers and the authorities 
of the countries in which it operates. Empresaria recognises that its 
reputation is a valuable asset gained over a long period.
The Company promotes high ethical standards in carrying on its 
business activities and has clear guidelines for dealing with gifts, 
hospitality, corruption, fraud and the use of inside information.  
All staff must comply with the laws and regulations of the country  
in which they operate.
The Group aims to provide a high-quality service to clients and 
candidates alike and seeks to build strong and lasting relationships 
with both parties. The Group ensures that advertising and public 
communications avoid untruths or overstatements. Empresaria 
builds relationships with suppliers based on mutual trust and 
undertakes to pay suppliers on time and in accordance with agreed 
terms of business.
The Group builds relationships with candidates based on trust and 
quality of service. It recognises that information about candidates  
is sensitive and confidential and must be kept securely and not 
disclosed without a candidate’s permission.
Environment
While it is recognised that the Group operates in a business sector 
that has a low environmental impact, the Group remains committed 
to minimising its impact on the environment. The Group is aware 
that this is an area of increasing importance to employees, 
shareholders and customers alike. The Group is not involved in the 
manufacture of any tangible products and has identified the principal 
areas of environmental impact as energy use, waste recycling, paper 
and printing and travel.
The Group encourages the recycling of office waste and waste  
paper and is always looking at ways of increasing the recycling rates 
across the Group.
The Group is reducing the amount of printed materials it produces 
and places a greater reliance on electronic media for its marketing 
materials.
As an internationally diverse group we recognise that some travel  
is inevitable and necessary for the effective management of the 
business, however, full use is made of telephonic conference facilities 
and working from home to minimise the need for business travel.
UK 
FastTrack works with Changing Paths,  
a Community Interest Company and 
Charitable Trust that helps to integrate 
ex-offenders back into society. This has 
enabled 8 people to gain employment in  
the construction sector.
Thailand 
Monroe Thailand sponsor a child through 
the Fund a Future campaign for the Future 
Light Foundation enabling the Foundation to 
provide water, a balanced diet, school, 
school equipment, after school programmes 
in Burmese, Thai and English, electricity, 
shampoo, soap, toothpaste, clothing, 
washing, staffing, Christmas presents... 
everything needed to give a child a proper, 
normal and love filled childhood.
Germany 
Headway has been helping the people of  
East Africa, in cooperation with the honorary 
relief organization I.S.A.R. Germany, by 
helping to deliver medicine to the refugee 
camps in Dadaab in Kenya.  22 Empresaria Group plc 
Annual report and accounts 2011
Governance
Board of Directors
1
2
3 6
4
5 Governance
23 Empresaria Group plc 
Annual report and accounts 2011
1 Anthony Martin 
Chairman
Anthony served as Chairman and CEO of Select 
Appointments (Holdings) Limited from 1992 to 1999 when  
he became Vice Chairman and member of the Board of 
Management of Vedior NV, the world’s third largest staffing 
services group. In August 2000 he assumed the role of 
Chairman and CEO, which he served until his retirement  
in February 2004. Anthony held the position of Executive 
Chairperson at Corporate Services Group until standing 
down in September 2007. 
2 Joost Kreulen 
Chief Executive Officer
Joost was appointed Chief Executive Officer effective from  
1 January 2012. Joost has been with Empresaria since 2009. 
He was initially responsible for its Asian operations and more 
recently also for a number of its UK based businesses. He 
was appointed Chief Operating Officer and Chief Executive 
Officer designate on 7 September 2011. Prior to joining 
Empresaria, Joost had spent 20 years working in various 
roles for businesses which now form part of Randstad N.V., 
most recently as head of specialist staffing operations in the 
Netherlands.
3 Spencer Wreford 
Group Finance Director
Spencer was appointed Group Finance Director in May 2010 
and has over 10 years’ experience in senior finance roles.  
He joined Empresaria from BPP Group, where he was the 
Finance Director of the BPP Professional Education division, 
a provider of international professional training. Prior to  
this he spent 8 years at ITE Group Plc, the international 
conference and exhibition organising group, as Deputy 
Finance Director, during which time he also spent six months 
as Acting Group Finance Director. Spencer is a member  
of the Institute of Chartered Accountants of England & Wales, 
qualifying with Arthur Andersen. 
4 Penny Freer 
Non-Executive Director
Penny has worked in investment banking for over 25 years. 
She is a partner of London Bridge Capital, a corporate finance 
advisory firm. Until 2004 Penny was Head of Equity Capital 
Markets at Robert W Baird and from 2004 to 2005, Deputy 
Chairman of Robert W Baird Limited. Prior to this she was 
Head of Small/Mid Cap Equities for Credit Lyonnais.  
Penny is an independent Director of three quoted companies: 
in addition to Empresaria she also sits on the Board of 
Advanced Medical Solutions plc where she is the Senior 
Independent Director. She joined the Board of Empresaria  
in December 2005. Penny is the Chairperson of Empresaria’s 
Remuneration committee and also sits on the Audit committee.
5 Zach Miles 
Non-Executive Director
Zach joined the Board on 1 October 2008, having recently 
held the position of Chairman and Chief Executive Officer  
of Vedior N.V. He was a member of the Board of Management 
from 1999, and Chairman since February 2004. Before  
joining Vedior, Zach was CFO and a member of the Board  
of Directors of Select Appointments Plc. His career in the 
recruitment industry began in 1988. He was formerly a 
partner in the international accountancy firm Arthur Andersen 
and is a qualified Chartered Accountant. He sits on the 
Remuneration committee and is the Chairperson of the Audit 
committee. 
6 Miles Hunt 
Non-Executive Director
Miles trained as a solicitor before completing an MBA at 
Warwick and establishing ProSource Limited, a procurement 
outsourcing company, in 1995. He set up Empresaria in 1996 
and was Chief Executive Officer from set up until the end of 
2011. Miles is a Non-executive Director until 31 March 2012, 
when he resigns from the Board. From 2000 to 2004 Miles 
was a Non-executive Director of Tribal Group plc. 24 Empresaria Group plc 
Annual report and accounts 2011
Governance
Directors’ report
The Directors present their annual report on the affairs of the 
Empresaria Group plc, together with the financial statements 
and auditor’s report, for the year ended 31 December 2011. 
The Corporate governance statement set out on pages 27 
to 29 forms part of this report.
Principal activities
Empresaria is an international specialist staffing group. Our 
companies, each specialising in specific markets or services, 
operate across the world with representation in 19 countries 
through over 100 offices. Our service capabilities include 
temporary and permanent recruitment, Recruitment Process 
Outsourcing, HR consulting and corporate training. 
The subsidiary and associated undertakings principally 
affecting the profits or net assets of the Group in the year are 
listed in note 6 to the financial statements of the Company.
Business review
The Company is required by the Companies Act 2006 to 
include a business review in this report. The information  
that fulfils the requirements of the business review can be 
found in the Chairman’s statement, Chief Executive Officer’s 
business review and the Finance review on pages 4 through 
to 20.
Financial instruments
Information about the policy, exposure and use of financial 
instruments by the Company and its subsidiaries is disclosed 
in note 22.
Post balance sheet events
Details of significant events since the balance sheet date  
are contained in note 29 to the financial statements.
Results and dividends
The results for the year are set out on page 36. Details about 
the final dividend for the year are disclosed in the Finance 
review on page 18.
Capital structure
Details of the issued share capital, together with details of the 
movements in the Company’s issued share capital during the 
year are shown in note 21. The Company has one class of 
ordinary shares which carry no right to fixed income. Each 
share carries the right to one vote at general meetings of the 
Company.
There are no specific restrictions on the size of a holding  
nor on the transfer of shares, which are both governed by  
the general provisions of the Articles of Association and 
prevailing legislation. Some shares which have been allotted 
to satisfy consideration payments on the acquisition of 
minority interests in certain Group subsidiaries (pursuant  
to shareholders agreements) can be subject to a restriction  
on sale of up to two years. There are no issued shares subject 
to such restriction as at the date of this report. The Directors 
are not aware of any other agreements between holders of  
the Company’s shares that may result in restrictions on the 
transfer of securities or on voting rights.
No person has any special rights of control over the 
Company’s share capital and all issued shares are fully paid.
Issue and acquisition of the Company’s own shares
At the end of the year, the Directors had authority, under  
the shareholders’ resolutions dated 7 June 2011, to:
issue the following number of the Company’s ordinary 
shares:
• 17,893,904 under resolution 7 (a);
• 29,708,565, under resolution 7 (b); and
purchase through the market the following number of the 
Company’s ordinary shares:
• 2,228,142, under resolution 9.
All authorities expire on the earlier of 31 August 2012 or the 
conclusion of the next Annual General Meeting. The Directors 
have not exercised these authorities.
Details of employee share schemes
In 2008 shareholder approval was obtained for a Long Term 
Incentive Plan (LTIP) for the issue of shares in Empresaria 
Group plc to Directors and senior executives. During the year 
ending 31 December 2011 an award has been made under the 
LTIP. Details can be found in the Directors’ remuneration 
report on pages 32 to 34 and in note 28.
Directors and their interests
The Directors, who served throughout the year, had the 
following interests in the Company’s ordinary share capital:
31/12/2011
Number of
 ordinary
 shares
31/12/2010
Number of
 ordinary
 shares
Executive Directors
Miles Hunt, Chief Executive Officer 3,988,092 3,988,092
Spencer Wreford,  
 Group Finance Director 15,000 15,000
Non-executive Directors
Anthony Martin, Chairman 9,203,046 9,203,046
Penny Freer, Chairwoman of   
 Remuneration committee 15,000 15,000
Zach Miles,  
 Chairman of Audit committee – –
Total 13,221,138 13,221,138
Director changes
Joost Kreulen was appointed as Chief Executive Officer  
on 1 January 2012 replacing Miles Hunt. Joost Kreulen  
will be proposed for re-election by shareholders at the 
forthcoming Annual General Meeting. Miles Hunt continues 
to be a member of the Board as a Non-executive Director  
until 31 March 2012.
Joost Kreulen holds 60,000 ordinary shares in the capital  
of the Company.
Director interests
No changes took place in the interests of the Directors 
between 31 December 2011 and 29 February 2012. None  
of the Directors had interests in other Group companies. Governance
25 Empresaria Group plc 
Annual report and accounts 2011
Appointment, retirement and replacements of directors
The Company is governed by its Articles of Association,  
the Companies Act and related legislation and AIM rules.  
The Board support and comply with the principles of the  
UK Corporate Governance Code (the “Code”) which requires 
that all Directors of the Company submit themselves for 
re-election at least every three years. The Articles of 
Association require that a third of the Directors retire  
by rotation.
At the next Annual General Meeting, the following Directors 
will submit themselves for re-election:
•  Zach Miles and Penny Freer, having been last appointed  
by shareholders on 18 June 2009; and
•  Joost Kreulen, who was appointed as a Director on  
1 January 2012. 
Directors’ powers
The Directors’ powers are conferred on them by UK 
legislation and by the Articles of Association. Further  
details can be found in the Corporate governance statement 
on pages 27 to 29. 
Directors’ indemnities
The Company has made no qualifying third-party indemnity 
provisions for the benefit of its Directors during the year.
Substantial shareholdings
As at 31 December 2011, excluding the Directors, the 
following interests in 3% or more of the issued ordinary  
share capital in the register maintained under the provision  
of section 113 of the Companies Act 2006 were identified:
Name of holder
Number 
of ordinary
 shares
Percentage 
holding
Caledonia Investment plc 10,149,264 22.78%
Liontrust Asset Management 3,723,468 8.36%
Ennismore Fund Management 3,437,027 7.71%
Tim Sheffield (ex Board Director) 2,049,307 4.60%
During the period between 31 December 2011 and  
29 February 2012 there were changes to the substantial 
holdings identified in the register with revised interests  
as follows:
Name of holder
Number 
of ordinary
 shares
Percentage 
holding
Ennismore Fund Management 3,516,396 7.89%
Supplier payment policy
The Group does not follow any specified code or standard  
on payment practice. However, it is the Group’s policy to 
negotiate terms with its suppliers and to ensure that they  
are aware of the terms of payment when business is agreed.  
It is the Group’s policy to abide by these terms. Trade 
creditors of the Group at 31 December 2011 were equivalent  
to 34 (2010: 32) days’ purchases, based on the average daily 
amount invoiced by suppliers during the year.
Fixed assets
There is no material difference between the book value and 
the current open market value of the Group’s interests in  
land and buildings.
Employee consultation
The Group places considerable value on the involvement  
of its employees and has continued to keep them informed  
on matters affecting them as employees and on the various 
factors affecting the performance of the Group. This is 
achieved through formal and informal meetings, the Group’s 
websites and intranet. 
Disabled employees
Applications for employment by disabled persons are  
always fully considered, bearing in mind the aptitudes  
of the applicant concerned. In the event of members of staff 
becoming disabled every effort is made to ensure that their 
employment with the Group continues and that appropriate 
training is arranged. It is the policy of the Group that the 
training, career development and promotion of disabled 
persons should, as far as possible, be identical to that of  
other employees. 
Charitable and political contributions
During the year the Group made charitable donations of 
£17,900 (2010: £7,500). These were made across the Group  
to various local and international charities. The Group did not 
make any political donations during the year (2010: nil). 
Auditor
Each of the Directors at the date of approval of this annual 
report confirms that:
•  so far as the Director is aware, there is no relevant audit 
information of which the Company’s auditor is unaware; and
•  the Director has taken all the steps that he/she ought to  
have taken as a Director in order to make himself/herself 
aware of any relevant audit information and to establish  
that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in 
accordance with the provisions of section 418 of the 
Companies Act 2006.
Deloitte LLP have expressed their willingness to continue  
in office as auditor of the Company and a resolution to 
re-appoint them will be proposed at the forthcoming Annual 
General Meeting.
Approved by the Board of Directors and signed on its behalf by:
Anne-Marie Clarke
Company Secretary
20 March 2012 26 Empresaria Group plc 
Annual report and accounts 2011
Governance
Directors’ responsibilities statement
The Directors are responsible for preparing the annual report 
and the financial statements in accordance with applicable 
law and regulations. 
 
Company law requires the Directors to prepare such financial 
statements for each financial year. Under that law the 
Directors are required to prepare the Group financial 
statements in accordance with International Financial 
Reporting Standards (IFRSs) as adopted by the European 
Union and the AIM rules and have chosen to prepare the 
parent Company financial statements in accordance with 
United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards and applicable law). 
Under company law the Directors must not approve the 
accounts unless they are satisfied that they give a true and 
fair view of the state of affairs of the Company and of the 
profit or loss of the Company for that period.
In preparing the parent Company financial statements,  
the Directors are required to:
•  select suitable accounting policies and then apply them 
consistently;
•  make judgements and accounting estimates that are 
reasonable and prudent;
•  state whether applicable UK accounting standards have 
been followed, subject to any material departures disclosed 
and explained in the financial statements; and
•  prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the Company  
will continue in business.
In preparing the Group’s financial statements, International 
Accounting Standard 1 requires that the Directors:
• properly select and apply accounting policies;
•  present information, including accounting policies, in  
a manner that provides relevant, reliable, comparable  
and understandable information;
•  provide additional disclosures when compliance with the 
specific requirements in IFRSs are insufficient to enable 
users to understand the impact of particular transactions, 
other events and conditions on the entity’s financial position 
and financial performance; and
•  make an assessment of the Company’s ability to continue 
 as a going concern.
The Directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain  
the Company’s transactions and disclose with reasonable 
accuracy at any time the financial position of the Company 
and enable them to ensure that the financial statements 
comply with the Companies Act 2006. They are also 
responsible for safeguarding the assets of the Company  
and hence for taking reasonable steps for the prevention  
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and 
integrity of the corporate and financial information included 
on the Company’s website (www.empresaria.com). 
Legislation in the United Kingdom governing the preparation 
and dissemination of financial statements may differ from 
legislation in other jurisdictions.
Directors’ responsibility statement
We confirm that to the best of our knowledge:
1.  the financial statements, prepared in accordance with the 
relevant financial reporting framework, give a true and fair 
view of the assets, liabilities, financial position and profit or 
loss of the Company and the undertakings included in the 
consolidation taken as a whole; and
2.  the management report, which is incorporated into the 
Chairman’s statement, Chief Executive Officer’s business 
review and Finance review, includes a fair review of the 
development and performance of the business and the 
position of the Company and the undertakings included in 
the consolidation taken as a whole, together with a 
description of the principal risks and uncertainties that 
they face.
By order of the Board
Joost Kreulen   Spencer Wreford
Chief Executive Officer  Group Finance Director
20 March 2012   Governance
27 Empresaria Group plc 
Annual report and accounts 2011
Corporate governance statement
Governance
Corporate governance
The Board is committed to maintaining its high standards  
of corporate governance, managing the Group in an efficient, 
effective, entrepreneurial and ethical manner for the benefit  
of shareholders over the longer term. Whilst the Company  
is not subject to the UK Corporate Governance Code 
published in 2010 (the “Code”) applicable to companies  
listed on the Official List, the Directors recognise the value 
and importance of sound corporate governance and support 
the principles of the Code. 
Since listing on AIM in late 2004, the Group has developed  
in line with its strategic aims, increasing its spread in terms 
of both geography and sector. The Board recognises that with 
this growth comes the need to provide a sound framework  
of corporate governance and is committed to the continued 
review, development and implementation of corporate 
government practices which will support the business  
as it continues to deliver its strategic objectives.
An explanation of how the main principles have been applied 
is set out below and in the Directors’ remuneration report  
and Audit committee report.
Leadership and Effectiveness
The Board constitution and procedures
The Company is controlled through the Board of Directors 
which meets regularly during the year. The Non-executive 
Directors meet without the Executive Directors being present 
if required.
The Board is made up of two Executive Directors,  
Joost Kreulen and Spencer Wreford, and currently four 
Non-executive Directors of whom two (Penny Freer and  
Zach Miles) are deemed by the Board to be independent  
of management and free from any business or other 
relationships which could materially interfere with the 
exercise of their independent judgement. Miles Hunt, having 
performed the role of Chief Executive Officer, and holding  
a significant shareholding in the Company, is not considered 
to be independent. The Chairman, Anthony Martin, is not 
considered to be independent as he holds a significant 
shareholding in the Company. Recognising that the 
Chairman is not an independent Director, the Board has 
decided that both independent Directors will perform the 
duties normally performed by a Senior Independent Director. 
Shareholders are able to address any concerns to the Board 
through these two independent channels of communication.
The Board has a balance of skills and experience and 
biographies of the Directors can be found on pages 22 and 23.
There is a clear division of responsibilities between the 
Chairman and Chief Executive Officer. The statement of 
division of responsibilities was formally approved by the 
Board prior to the appointment of Joost Kreulen to the role of 
Chief Executive Officer and can be found on the Company’s 
website (www.empresaria.com).
The Chairman is primarily responsible for the running of  
the Board. At the beginning of each year Board meetings  
are scheduled in line with the key financial reporting dates.  
A more detailed agenda together with the Board papers is 
distributed before each Board meeting. All Directors receive 
sufficient relevant information on financial, business and 
corporate issues to enable informed decisions to be taken  
by them at the Board meetings. Any specific actions arising 
during meetings are agreed by the Board and a follow-up 
procedure ensures their completion. Monthly financial and 
operational reviews are distributed to the Board, irrespective 
of whether a scheduled meeting is to take place. This assists 
the Board to be informed of developments on a regular basis.
The Chief Executive Officer’s responsibilities focus on 
implementing Group strategy and running the Board of 
Management. The Board of Management currently comprises 
the two Executive Directors and the regional head of 
Continental Europe.
The principal roles of the Board are the protection and 
advancement of shareholders’ interests, providing overall 
direction for the Group and establishing and maintaining  
a framework of delegated authorities and controls which 
ensure the efficient and effective management of the Group’s 
operations. A formal schedule of matters reserved for 
consideration by the Board give it responsibility for: 
• overall Group strategy and objectives
•  approval of the Group annual budget and progress  
towards achievement of these budgets
• changes to the Group’s capital structure
• changes to the Group’s activities
• changes to the senior management structure
•  approval of Group financing arrangements and  
treasury policy
•  approval of major acquisitions, disposals and  
additional investments in existing operations 
• approval of major unbudgeted capital expenditure projects. 28 Empresaria Group plc 
Annual report and accounts 2011
Governance
Corporate governance statement
continued
The schedule of matters reserved for the Board is reviewed  
by the Board annually to ensure it remains appropriate and 
complete. The Board has also approved the schedule of 
matters reserved for the Board of Management and matters 
which are delegated to operational management.
The Directors have access to the advice and services of  
the Company Secretary and all Directors are able to take 
independent professional advice in the furtherance of their 
duties if necessary.
All Directors, in accordance with the Code, will submit 
themselves for re-election at least once every three years.  
Any Directors appointed to the Board during the year will 
submit themselves for re-election at the next Annual General 
Meeting following their appointment. In accordance with  
the Company’s Articles of Association, one third of the Board 
is required to retire by rotation each year.
Board committees
The Board delegates clearly defined powers to its Audit 
committee and Remuneration committee. Due to the size  
of the Board, and limited number of independent Directors, 
the duties of a Nomination committee have been included  
in the terms of reference for the Remuneration committee.  
The requirement for a separate Nomination committee will  
be considered if a change in size and composition of the 
Board is required. 
Following each committee meeting the Chairman of the 
committee updates the Board on the matters discussed. The 
terms of reference for each of the committees are available  
to view on the Company’s website (www.empresaria.com). 
Details of the work carried out by the Audit and Remuneration 
committees can be found in the Audit committee report  
on pages 30 to 31 and the Directors’ remuneration report  
on pages 32 to 34.
Board appointments
The Board has deemed it appropriate for all members of  
the Board to participate in the recruitment of members  
of the Board. All Board Directors have the opportunity to 
independently assess the suitability of potential candidates 
for vacancies which arise. Final approval for Board 
appointments is given by the Board as a whole. The 
appointment of Joost Kreulen, as Chief Executive Officer, 
followed consideration of the succession planning for the role 
of the Chief Executive Officer. The Board determined that 
Joost Kreulen fulfilled the requirements for the role, having 
extensive industry experience prior to joining the Company, 
together with Group operational experience gained as 
regional head of the Asian operations, and latterly taking  
on responsibility for the UK based businesses.
Board evaluation
During December 2011 the Audit committee and 
Remuneration committee undertook performance reviews, 
measuring performance against their terms of reference  
and identifying areas for development. These results were 
presented and agreed by the Board for the forthcoming year.
During the last two years the Board has made new 
appointments to both Executive Director roles. This has 
brought experience, knowledge and fresh insight to the 
Board. This has resulted in a continual focus on the Boards’ 
role, responsibilities and performance and therefore at this 
time the Board has not felt it necessary to conduct a formal 
review of performance.
Attendance at meetings
During the year, the number of meetings of the Board and 
committees and individual attendance by the members were 
as follows:
Main 
Board
Audit
committee
Remuneration
 committee
Number of meetings held 7 2 3
Anthony Martin 
 (Chairman) 7 – –
Miles Hunt  
 (Chief Executive Officer) 7 – –
Spencer Wreford  
 (Group Finance Director) 7 – –
Penny Freer  
 (Non-executive Director) 7 2 3
Zach Miles  
 (Non-executive Director) 7 2 3
All Directors attended all meetings that they were eligible  
to attend.
Accountability
Risk management and internal control
The Board is responsible for the effectiveness of the Group’s 
system of internal control. 
The Board’s monitoring covers all controls, including financial, 
operational and compliance controls and risk management.  Governance
29 Empresaria Group plc 
Annual report and accounts 2011
Risk management procedures continue to be developed, 
linked to the Group wide risk assessment matrix.
Identification of the key risks and controls has taken place. 
Responsibility has been assigned to risk owners, who 
represent all levels of management from Board members, 
through Board of Management members and local office 
directors. Agreement has been reached on how the controls 
are to be monitored and how often. Supporting this review 
process are the monthly operational reviews between the 
regional heads of operations and the local office management. 
Monthly operational review reports are produced which are 
discussed at Board of Management meetings. This structured 
monthly process enables the Board of Management to review 
and identify significant risks and take appropriate action  
to manage and control the risks. The Board receives the 
operational reports each month and is kept informed of any 
significant risks that have been identified and the action that 
has been taken. Additional reports are presented to the Board 
if required. During the year the Board has been informed 
immediately of risks which have been identified and actions 
have been agreed and taken as appropriate. 
As described in the Audit committee report, regional financial 
controllers are involved in the review of internal controls for 
each subsidiary company. The Group’s system of internal 
control is designed to safeguard the Group’s assets and to 
ensure the reliability of information used within the business 
and for publication. Such a system is designed to manage 
rather than eliminate the risk of failure to achieve business 
objectives and can provide only reasonable and not absolute 
assurance against material misstatement or loss.
Further details of the principal risks and uncertainties  
that could affect business operations can be found  
on page 20.
Audit committee and auditor
A separate Audit committee report is set out on  
pages 30 to 31 and provides details of the role and  
activities of the Committee and its relationship with  
the external auditor.
Remuneration
The level and make-up of remuneration and procedure  
for fixing the individual remuneration packages of individual 
Directors is described in the Directors’ remuneration report 
on pages 32 to 34.
Relations with shareholders
Dialogue with major shareholders
The Directors seek to build on a mutual understanding of 
objectives between the Company and its shareholders by:
•  making annual and interim presentations to institutional 
investors, which are made available to all shareholders  
on the Company’s website (www.empresaria.com);
•  meeting shareholders to discuss long-term issues and 
obtain their views; and
• communicating regularly during the year.
Relations with shareholders are managed principally by  
the Chief Executive Officer and Group Finance Director.  
The views of shareholders are communicated to the Board as 
a whole through regular Board meetings and communication 
between meetings. Although primary responsibility for 
effective communication with shareholders lies with the 
Chairman, the Executive Directors prepare presentations  
for analysts and institutional investors following the interim 
and preliminary announcements. 
Constructive use of the Annual General Meeting
The Board seeks to use the Annual General Meeting to 
communicate to shareholders. Shareholders are encouraged 
to participate in the Annual General Meeting at which the 
Chairman will present an update on the Group’s performance. 
The Board, together with the Chairmen of the Audit and 
Remuneration committees will be available at the Annual 
General Meeting to answer questions from shareholders. 30 Empresaria Group plc 
Annual report and accounts 2011
Governance
Audit committee report
Role of the Audit committee
The Audit committee is appointed by the Board from the 
Non-executive Directors of the Company. The Audit 
committee’s terms of reference include all matters indicated  
in the UK Corporate Governance Code which can be found 
on the Company’s website (www.empresaria.com). 
The Audit committee is required to report its findings to the 
Board, identifying any matters on which it considers that 
action or improvement is needed, and make recommendations 
on the steps to be taken.
Composition of the Audit committee
The members of the Audit committee are:
Name
Date of 
appointment Qualification
Zach Miles (Chairman) 01/10/2008 Chartered accountant
Penny Freer 02/11/2010
Membership of the Audit committee is reviewed by the 
Chairman of the committee and the Board Chairman. It is  
the Board’s position that both Zach Miles and Penny Freer 
continue to be independent. Appointments are for a period  
of three years and are extendable by no more than two 
additional three year periods.
The Audit committee is required to comprise of a minimum  
of two independent Non-executive Directors, one of whom 
should be a financially qualified member. Currently the Audit 
committee Chairman fulfils this requirement. Zach Miles’s 
biography can be found on page 23.
Meetings
The Audit committee is required to meet formally twice  
per year and has an agenda linked to the Group’s financial 
calendar. The agenda is predominantly cyclical. The 
committee meets in December to approve various matters 
relating to the planning of the annual audit process, and in 
March to approve the auditor’s report on its audit of the report 
and financial statements. The agenda is therefore approved 
by the Audit committee Chairman on behalf of his fellow 
members. Each Audit committee member has the right to 
require reports on matters of interest in addition to the 
cyclical items.
The Audit committee invites the Group Finance Director and 
senior representatives of the external auditor to attend all 
of its meetings, although it reserves the right to request any  
of these individuals to withdraw from the meeting.
Overview of the actions taken by the Audit committee  
to discharge its duties
Since the beginning of 2011, to the date of this report, the 
Audit committee has met three times and the following 
actions were undertaken:
•  2010 and 2011 report and financial statements reviewed.  
As part of this review the Committee received reports from 
the external auditor on its audit of the annual report  
and financial statements;
•  2010 and 2011 Audit committee reports reviewed and 
approved;
•  2011 audit scope reviewed and agreement of the audit  
work to be undertaken by the auditor;
•  considered a report from the external auditor on its  
review of the effectiveness of controls across the Group  
and received a report on management action taken in 
response to work undertaken by the auditor in 2010;
•  2011 audit fees agreed to be paid to the external auditor  
for its audit of the December 2011 financial statements;
•  risk management system reviewed and consideration given 
to the Group-wide process used to identify, evaluate and 
mitigate risks;
•  Group internal controls reviewed for effectiveness and 
disclosures made in the annual report and financial 
statements on this matter;
•  Code of Conduct implemented, incorporating requirements 
of the Bribery Act 2010; 
• internal audit function requirement reviewed;
•  external auditor assessment undertaken, considering the 
qualification, expertise and resources, and independence  
of the external auditor and the effectiveness of the audit 
process. This included consideration of a report on the audit 
firm’s own quality control procedures and the audit firm’s 
annual transparency report; 
•  assessed the risk associated with the possible withdrawal  
of the external auditor from the market; and
• performance evaluation of the work of the Audit committee.
External auditor
The Audit committee is responsible for the development, 
implementation and monitoring of the Group’s policy on 
external audit. The terms of reference assigns responsibility 
for monitoring the independence, objectivity and compliance 
with ethical and regulatory requirements to the Audit 
committee and day to day responsibility to the Group Finance 
Director. It states that the external auditor is jointly 
responsible to the Board and the Audit committee and that 
the Audit committee is the primary contact. The Audit 
committee has established a policy on the non-audit services 
which the external auditor will and will not be allowed to 
provide to the Group, subject to de-minimis levels. Governance
31 Empresaria Group plc 
Annual report and accounts 2011
To fulfil its responsibility regarding the independence 
 of the external auditor, the Audit committee reviewed:
•  the external auditor’s plan for the current year, noting the 
role of the senior statutory audit partner, who signs the audit 
report and who, in accordance with professional rules, has 
not held office for more than five years, and any changes  
in the key audit staff; 
•  the arrangements for day-to-day management of the audit 
relationship; and
•  the overall extent of non-audit services provided by the 
external auditor, in addition to its case-by-case approval of 
the provision of non-audit services by the external auditor. 
During the year the auditor provided non-audit services,  
other than audit related services, in the form of employment 
tax advice for the appointment of Joost Kreulen to the role  
of Chief Executive Officer.
The Audit committee has considered the likelihood of  
a withdrawal of the auditor from the market and noted that 
there are no contractual obligations to restrict the choice  
of external auditor.
To assess the effectiveness of the external auditor, the  
Audit committee reviewed:
•  the arrangements for ensuring the external auditor’s 
independence and objectivity;
•  the external auditor’s fulfilment of the agreed audit plan  
and any variations from the plan;
•  the robustness and perceptiveness of the auditor in its 
handling of the key accounting and audit judgements; and
•  the content of the external auditor’s reporting on  
internal control.
Following the above, the Audit committee has recommended 
to the Board that Deloitte LLP is re-appointed.
Note 7 to the financial statements includes disclosure of the 
auditor’s remuneration for the year, including an analysis  
of audit services, audit related services and other non-audit 
services under those headings prescribed by law.
Internal audit function
The Audit committee is required to assist the Board to fulfil 
its responsibilities relating to the adequacy of the resourcing 
and plans for the provision of an internal audit function.  
Due to the size of the Group the Audit committee continues  
to recommend to the Board that there is no requirement for  
an internal audit function. Focus on Group wide internal 
control mechanisms and reviews of the subsidiary operations 
financial reporting is the responsibility of the Group Finance 
Director assisted by the regional financial controllers. Risk 
management is the responsibility of the Board of Directors. 
This ensures responsibility is assigned and taken by the 
appropriate people within the business.
The Group’s whistle blowing policy contains arrangements 
for the Group Company Secretary to receive, in confidence, 
complaints on accounting, risk issues, internal controls, 
auditing issues and related matters.
Overview
As a result of its work during the year, the Audit committee 
has concluded that it has acted in accordance with its terms 
of reference and has ensured the independence and 
objectivity of the external auditor.
The Chairman of the Audit committee will be available at the 
Annual General Meeting to answer any questions about the 
work of the committee.
On behalf of the Audit committee
Zach Miles
Chairman of the Audit committee
20 March 2012 32 Empresaria Group plc 
Annual report and accounts 2011
Governance
Directors’ remuneration report
This report has been prepared in accordance with the 
principles of Schedule 8 to the Accounting Regulations under 
the Companies Act 2006 (The Act). This report also meets  
the relevant requirements of the AIM rules and describes  
how the Board has applied the principles relating to Directors’ 
remuneration in the UK Corporate Governance Code. 
A resolution to approve the report will be proposed at the 
Annual General Meeting of the Company at which the 
financial statements will be approved. The Act requires the 
auditor to report to the Company’s members on certain parts 
of the Directors’ remuneration report and to state whether  
in their opinion those parts of the report have been properly 
prepared in accordance with the Accounting regulations.  
The report has therefore been divided into separate sections 
for audited and unaudited information.
Unaudited information
Remuneration committee
The Company has established a Remuneration committee 
which is constituted in accordance with the recommendations 
of the UK Corporate Governance Code. The terms of reference 
of the Remuneration committee are available on the 
Company’s website (www.empresaria.com).
The members of the Remuneration committee during  
2011 were:
• Penny Freer (Chairwoman); and
• Zach Miles. 
It is the Board’s position that both Penny Freer and Zach 
Miles continue to be independent Non-executive Directors.
The Remuneration committee determines the individual 
remuneration packages of each Executive Director and 
members of the Board of Management, comprising regional 
directors who report to the Chief Executive Officer. No 
Director is involved in any decisions as to their own 
remuneration.
Since the beginning of 2011, to the date of this report, the 
Remuneration committee met four times and the following 
actions were undertaken:
• 2010 and 2011 Remuneration report reviewed and approved;
•  Chief Executive Officer change reviewed and 
recommendations made;
• 2011 awards made under the Long Term Incentive Plan;
•  2012 remuneration reviewed and agreed for the Executive 
Directors and members of the Board of Management;
• 2012 annual bonus plan agreed;
•  Senior Independent Director role reviewed and 
recommendations made; and
•  performance evaluation of the work of the Remuneration 
committee.
Remuneration policy for the Executive Directors
Executive remuneration packages are designed to attract, 
retain, motivate and reward Executive Directors. The Group’s 
policy on Executive Directors is as follows:
Basic salary
The basic annual salary of each Executive Director is 
reviewed annually by the Remuneration committee each 
December with changes taking effect on 1 January. The 
salaries for the Executive Directors for the financial years 
beginning on 1 January are as follows:
Name
2012
£’000
2011
£’000
2010
£’000
Joost Kreulen (Chief Executive   
 Officer from 1 January 2012) 200 – –
Miles Hunt (Chief Executive   
 Officer to 31 December 2011) – 200 200
Spencer Wreford  
 (from 4 May 2010) 140 125 125
Benefits-in-kind
In addition to the basic remuneration payable under the 
service agreements, each of the Executive Directors is entitled 
to a pension provision and a range of other benefits, including 
private medical insurance and car allowance.
Annual bonus payments
The Remuneration committee establishes the objectives that 
must be met for each financial year if a cash bonus is to be 
paid. For the financial year 2011 the targets and % of bonus 
payable were as follows:
2011
Chief Executive Officer
Bonus at 80% of target 0%
Bonus at 100% of target 50%
Bonus at 120% of target 100%
Group Finance Director
Bonus at 80% of target 0%
Bonus at 100% of target 25%
Bonus at 120% of target 50%
The maximum bonus that can be earned by the Chief 
Executive Officer is 100% of basic salary and for the Group 
Finance Director is 50% of basic salary.
Targets were as detailed below:
Target 2011
Cash generated from operations 50% of bonus
EPS 50% of bonus
80% of both targets must be met for any bonus to be payable. 
The entire bonus is payable in cash.
For the year ending 2011 both targets have not been met and 
therefore no bonus is payable.  Governance
33 Empresaria Group plc 
Annual report and accounts 2011
For the year ending 2012, the bonus structure has been 
amended as follows:
2012
Chief Executive Officer  
and Group Finance Director
Bonus at 80% of target 0%
Bonus at 100% of target 25%
Bonus at 120% of target 50%
The maximum bonus that can be earned by the Chief 
Executive Officer and Group Finance Director is 50%  
of basic salary.
Targets remain the same as in 2011, being:
Target 2012
Cash generated from operations 50% of bonus
EPS 50% of bonus
Long-term incentive plan (LTIP)
In July 2008 the Company gained shareholder approval  
to introduce a LTIP for Executive Directors and senior 
executives within the business. The Remuneration committee 
has responsibility for supervising the scheme and making 
awards under its terms. The maximum value of shares that 
would be awarded in the first year is 200% of basic salary 
and in any year subsequent year is 100% of basic salary.  
The current policy is to review and agree if awards are to be 
made each year, following release of the final audited results.
The qualifying conditions with respect to performance are  
as follows:
Performance 
level
EPS part 
of award (70%)
Share price 
part of award
 (30%)
Percentage of 
the relevant 
part of the 
award released
 for each level 
of performance
Annual growth
 in earnings 
per share over
 the holding
 period
Absolute share
 price growth
 over the 
holding period
Threshold* RPI + 10% 10% 20%*
Maximum RPI + 30% 15% 100%*
* Straight line release between points.
Performance below the threshold would result in no release 
of the award.
The first awards were made under the LTIP during 2011  
and represented 100% of basic salary. These options are 
exercisable after 31 March 2015.
Pension arrangements
The Company does not operate a pension scheme. The 
Company has agreed to make contributions into private 
pension schemes as follows:
• Chief Executive Officer – 15% of basic salary.
• Group Finance Director – 10% of basic salary. 
Shareholding guidelines
There are no requirements for Executive Directors or senior 
executives to hold shares in the Company. The details of 
shares held by Directors can be found in the Directors’ report 
on pages 24 to 25.
Directors’ contracts and letters of appointment
Executive Directors
It is the Company’s policy that Executive Directors should 
have contracts with indefinite terms providing for  
a maximum of one year’s notice. In the event of early 
termination, the Directors’ contracts provide for compensation 
up to a maximum of the basic salary for the notice period.
The details of the Directors’ contracts are summarised in the 
table below:
Name of Director
Effective date 
of contract
Notice
 period
Joost Kreulen (Chief Executive  
 Officer from 1 January 2012) 1 January 2012 12 months
Miles Hunt (Chief Executive  
 Officer to 31 December 2011) 27 October 2004 12 months
Spencer Wreford  
 (Group Finance Director) 4 May 2010 6 months
Chairman and Non-executive Directors
Non-executive Directors, including the Chairman, serve 
under letters of appointment and either party can terminate 
on three months’ written notice. Their remuneration is 
determined by the Board within the limits set by the Articles 
of Association and is based on information on fees paid  
in similar companies and the skills and expected time 
commitment of the individual concerned. The fees are 
reviewed in December of each year as part of the annual 
budgeting process. The fees for the Non-executive Directors 
for the financial years beginning on 1 January are as follows:
Name
2012
£’000
2011
£’000
2010
£’000
Anthony Martin 55 47 47
Penny Freer 35 28 28
Zach Miles 35 28 28
Neither the Chairman nor the Non-executive Directors  
have any right to compensation on the early termination  
of their appointment.
The Non-executive Directors do not participate in the Group’s 
LTIP and are not eligible to join the pension scheme. Nor do 
they receive other benefits.  34 Empresaria Group plc 
Annual report and accounts 2011
Governance
Directors’ remuneration report
continued
Director re-election
Joost Kreulen, who is proposed for re-election at the forthcoming Annual General Meeting, has a service contract which 
provides for a notice period of 12 months.
Zach Miles and Penny Freer, who are also proposed for re-election, being Non-executive Directors, serve under letters  
of appointment which can be terminated on 3 months written notice. 
Audited information
Aggregate Directors’ remuneration
The total amounts for Directors’ remuneration were as follows:
2011
£’000
2010
£’000
Salaries, fees, bonuses and benefits-in-kind 451 597
Termination payments 118 –
Money purchase pension contributions 32 28
601 625
Name of Director
Salary 
and fees
£’000
Benefits
in kind
£’000
Annual 
bonuses
£’000
Termination
 payments
 £’000
2011
Total
£’000
2010
Total
£’000
Executive
Miles Hunt 200 16 – 118 334 300
Spencer Wreford (from 4 May 2010) 125 7 – – 132 105
Stuart Kilpatrick (until 4 May 2010) – – – – – 89
Non-executive
Anthony Martin 47 – – – 47 47
Penny Freer 28 – – – 28 28
Zach Miles 28 – – – 28 28
428 23 0 118 569 597
Benefits in kind include car allowance and private medical insurance.
Long-term incentive plan (LTIP)
Details of the conditional nil cost share options over ordinary shares of 5 pence each in the Company, pursuant to the 
Company’s LTIP, granted during the year are as follows:
Name of Director
Number 
of LTIP
 options
Joost Kreulen (Chief Executive Officer from 1 January 2012) 720,000
Spencer Wreford 500,000
Directors’ pension entitlements
The Executive Directors are paid a percentage of their basic salary as a contribution to their private pension schemes. 
Contributions paid by the Company in respect of such Directors were as follows:
2011
£’000
2010
£’000
Miles Hunt 20 19
Spencer Wreford (from 4 May 2010) 12 7
Stuart Kilpatrick (until 4 May 2010) – 2
32 28
This report was approved by the Board of Directors on 20 March 2012 and signed on its behalf by:
Penny Freer
Chairwoman, Remuneration committee
20 March 2012 Governance
35 Empresaria Group plc 
Annual report and accounts 2011
Independent auditor’s report  
to the members of Empresaria Group plc
Governance
We have audited the Group financial statements of 
Empresaria Group plc for the year ended 31 December 2011 
which comprise the Consolidated income statement, the 
Consolidated statement of comprehensive income, the 
Consolidated balance sheet, the Consolidated cash flow 
statement, the Consolidated statement of changes in equity 
and the related notes 1 to 29. The financial reporting 
framework that has been applied in their preparation is 
applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company’s members,  
as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken  
so that we might state to the Company’s members those 
matters we are required to state to them in an auditor’s report 
and for no other purpose. To the fullest extent permitted  
by law, we do not accept or assume responsibility to anyone 
other than the Company and the Company’s members as  
a body, for our audit work, for this report, or for the opinions 
we have formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors’ Responsibilities 
Statement, the Directors are responsible for the preparation  
of the Group financial statements and for being satisfied that 
they give a true and fair view. Our responsibility is to audit 
and express an opinion on the Group financial statements in 
accordance with applicable law and International Standards 
on Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s Ethical Standards 
for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free 
from material misstatement, whether caused by fraud or error. 
This includes an assessment of: whether the accounting 
policies are appropriate to the Group’s circumstances and 
have been consistently applied and adequately disclosed;  
the reasonableness of significant accounting estimates made 
by the Directors; and the overall presentation of the financial 
statements. In addition, we read all the financial and non-
financial information in the annual report to identify material 
inconsistencies with the audited financial statements.  
If we become aware of any apparent material misstatements 
or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the Group financial statements:
•  give a true and fair view of the state of the Group’s affairs as 
at 31 December 2011 and of its profit for the year then ended;
•  have been properly prepared in accordance with IFRSs as 
adopted by the European Union; and
•  have been prepared in accordance with the requirements  
of the Companies Act 2006.
Opinion on other matters prescribed by the Companies  
Act 2006
In our opinion the information given in the Directors’ report 
for the financial year for which the Group financial statements 
are prepared is consistent with the Group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, 
in our opinion:
•  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.
Other matters
We have reported separately on the parent Company financial 
statements of Empresaria Group plc for the year ended  
31 December 2011. 
Ian Smith (Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Crawley, United Kingdom
20 March 2012 36 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
Consolidated income statement
Note
2011
£m
2010
£m
Continuing operations
Revenue 4 208.9 206.8 
Cost of sales (162.0) (160.3)
  
Gross profit 4 46.9 46.5 
Administrative costs (41.6) (39.1)
Operating profit before exceptional items and intangible amortisation 5.3 7.4 
Exceptional provisions 5 (2.2) – 
Intangible amortisation (0.3) (0.3)
Operating profit 4, 7 2.8 7.2 
Finance income 9 0.6 0.4 
Finance costs 9 (1.5) (1.1)
Profit before tax 1.9 6.5 
Income tax 10 (1.1) (2.1)
Profit for the period from continuing operations 0.8 4.4 
Discontinued operations
(Loss)/profit for the period from discontinued operations 6 (0.4) 0.2 
Profit for the year 0.4 4.6 
 
Attributable to: 
Equity holders of the parent (0.1) 3.1 
Non-controlling interest 0.5 1.5 
0.4 4.6 
Earnings per share:
From continuing operations
Basic and diluted (pence) 12 0.6 6.5 
Adjusted (pence) 12 4.1 6.4 
From continuing and discontinued operations
Basic and diluted (pence) 12 (0.4) 7.0 
Adjusted (pence) 12 4.0 6.2  Financials
37 Empresaria Group plc 
Annual report and accounts 2011
 
Consolidated statement of comprehensive income
2011
£m
2010
£m
Exchange differences on translation of foreign operations (1.0) 0.6
Net (expense)/income recognised directly in equity (1.0) 0.6
Profit for the year 0.4 4.6
Total comprehensive (expense)/income for the year (0.6) 5.2
Attributable to:
Equity holders of the parent (0.9) 3.4
Non-controlling interest 0.3 1.8
(0.6) 5.2 38 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
Consolidated balance sheet
Note
2011
£m
2010
£m
ASSETS
Non-current assets
Property, plant and equipment 13 1.7 1.9 
Goodwill 14 25.1 26.4 
Other intangible assets 15 2.2 2.5 
Deferred tax assets 20 1.5 1.0 
Call option asset 0.3 0.9 
30.8 32.7 
Current assets
Trade and other receivables 17 30.3 31.0 
Cash and cash equivalents 19 6.0 7.1 
36.3 38.1 
Total assets 67.1 70.8 
LIABILITIES
Current liabilities
Trade and other payables 18 24.5 25.0 
Current tax liabilities 2.0 1.8 
Borrowings 19 3.0 12.7 
Put option liability – 1.0 
29.5 40.5 
Non-current liabilities
Borrowings 19 8.6 0.5 
Deferred tax liabilities 20 0.8 0.6 
Total non-current liabilities 9.4 1.1 
Total liabilities 38.9 41.6 
Net assets 28.2 29.2 
EQUITY
Share capital 21 2.2 2.2 
Share premium account 19.4 19.4 
Merger reserve 1.5 1.5 
Retranslation reserve 4.0 4.1 
Option reserve 0.8 (0.6)
Equity reserve (2.4) (1.9)
Other reserves (1.1) (0.6)
Retained earnings 0.3 1.5 
Equity attributable to owners of the Company 24.7 25.6 
Non-controlling interest 3.5 3.6 
Total equity 28.2 29.2 
These financial statements of Empresaria Group plc were approved by the Board of Directors and authorised for issue  
on 20 March 2012. 
Signed on behalf of the Board of Directors
Joost Kreulen Spencer Wreford 
Director Director Financials
39 Empresaria Group plc 
Annual report and accounts 2011
 
Consolidated statement of changes in equity
Share
 capital
£m
Share
premium
 account
£m
Merger 
reserve
£m
Retranslation
 reserve
£m
Option
 reserve
£m
Equity
 reserve
£m
Other
 reserves
£m
Retained
 earnings
£m
Non-
controlling
 interest
£m
Total 
equity
£m
Balance at 31 December 2009 2.2 19.4 1.5 3.9 (0.6) – (0.7) (1.5) 2.7 26.9 
Profit for the year – – – – – – – 3.1 1.5 4.6 
Dividend – – – – – – – (0.2) – (0.2)
Currency translation  
 differences – – – 0.2 – – 0.1 – 0.3 0.6 
Disposal of subsidiary – – – – – – – – 0.1 0.1 
Non-controlling interest  
 acquired during the year – – – – – (1.9) – – (0.1) (2.0)
Dividend paid to  
 non-controlling interest – – – – – – – – (0.9) (0.9)
Balance at 31 December 2010 2.2  19.4  1.5  4.1 (0.6) (1.9) (0.6) 1.5  3.6  29.2 
Profit for the year – – – – – – – (0.1) 0.5 0.4 
Dividend – – – – – – – (0.2) – (0.2)
Currency translation  
 differences – – – (0.8) – – – – (0.2) (1.0)
Disposal of subsidiary – – – 0.7 – – (0.5) – 0.1 0.3 
Non-controlling interest  
 acquired during the year – – – – – (0.5) – – (0.4) (0.9)
Movement in put options – – – – 1.4 – – (0.9) – 0.5 
Dividend paid to  
 non-controlling interest – – – – – – – – (0.1) (0.1)
Balance at 31 December 2011 2.2 19.4 1.5 4.0 0.8 (2.4) (1.1) 0.3 3.5 28.2 
Equity comprises the following:
•  “Share capital” represents the nominal value of equity shares.
•  “Share premium account” represents the excess over nominal value of the fair value of consideration received for equity 
shares, net of expenses of the share issue.
•  “Merger reserve” relates to premiums arising on shares issued subject to the provisions of section 612 “Merger relief”  
of the Companies Act 2006.
•  “Retranslation reserve” represents the exchange differences arising from the translation of the financial statements  
of foreign subsidiaries. 
•  “Option reserve” relates to the initial recorded value of the liability relating to the put options held by non-controlling 
interests over the shares in the subsidiary companies net of the initial recorded value of the call options held by the  
Group over shares held by non-controlling interests. 
• “Equity reserve” represents movement in equity due to acquisition of non-controlling interests under IFRS 3 (2008).
•  “Other reserves” represents exchange differences on intercompany long-term receivables which are treated as  
a net investment in foreign operations.
•  “Retained earnings” represents accumulated profits less distributions and income/expense recognised in equity  
from incorporation. 40 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
Consolidated cash flow statement
Note
2011
£m
2010
£m
Profit for the year 0.4 4.6 
Adjustments for:
 Depreciation 0.8 0.8 
 Intangible amortisation 0.3 0.3 
 Taxation expense recognised in income statement 1.1 2.3 
 Exceptional provisions 2.2 – 
 Loss/(gain) on business disposal 0.4 (0.3)
 Net finance charge 0.8 0.8 
6.0 8.5 
 Increase/(decrease) in invoice discounting 1.4 (2.4)
 Increase in trade receivables (1.9) (1.5)
 (Decrease)/increase in trade payables (1.6) 3.7 
  
Cash generated from operations 3.9 8.3 
Interest paid (0.9) (1.1)
Income taxes paid (1.8) (2.1)
Net cash from operating activities 1.2 5.1 
Cash flows from investing activities
Further shares acquired in existing subsidiaries (1.3) (2.1)
Business disposals 1.0 (0.2)
Purchase of property, plant and equipment and intangibles (0.7) (0.8)
Finance income 0.1 0.1 
Net cash used in investing activities (0.9) (3.0)
Cash flows from financing activities
(Decrease)/increase in borrowings (2.4) 1.8 
Proceeds from bank loan 2.4 – 
Repayment of bank and other loan (1.0) (0.8)
Dividends paid to shareholders (0.2) (0.2)
Dividends paid to non-controlling interest in subsidiaries (0.1) (0.9)
Net cash from financing activities (1.3) (0.1)
Net (decrease)/increase in cash and cash equivalents (1.0) 2.0 
Effect of foreign exchange rate changes and disposal (0.1) 0.2 
Cash and cash equivalents at beginning of the year 7.1 4.9 
Cash and cash equivalents at end of the year 19 6.0 7.1 Financials
41 Empresaria Group plc 
Annual report and accounts 2011
 
Notes to the consolidated financial statements
1 Basis of preparation and general information
Empresaria Group plc is a company incorporated in the 
United Kingdom under the Companies Act 2006. The address 
of the registered office is Old Church House, Sandy Lane, 
Crawley Down, Crawley, West Sussex, RH10 4HS. Its 
company registration number is 03743194.
The consolidated financial statements are for the twelve 
months ended 31 December 2011. The financial statements 
have been prepared in accordance with IFRS as adopted by 
the European Union (EU) and therefore the Group financial 
statements comply with AIM rules. 
The financial statements have been prepared under the 
historical cost convention except that they have been 
modified to include the revaluation of certain financial assets 
and liabilities. The measurement bases and principal 
accounting policies of the Group are set out below.
These consolidated financial statements are presented in 
Pounds Sterling (£) because that is the presentational 
currency of the Group. Foreign operations are included in 
accordance with the policies set out in note 2.
Adoption of new and revised standards
In the current year,  the following new or revised Standards 
and Interpretations have been adopted. 
 
•  Amendment to IFRS 1: Limited exemption from comparative 
IFRS 7 disclosures for first-time adopters
• IAS 24 (revised): Related party disclosures
• Amendment to IAS 32: Classification of rights issues
•  Amendments to IFRIC 14: Prepayments of a minimum 
funding requirement
•  IFRIC 19: Extinguishing financial liabilities with equity 
instruments
• Annual improvements to IFRSs 2010.
 
No amendments to these financial statements have been 
made as a result of adopting these new and revised Standards 
and Interpretations.
 
Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements,  
the following Standards and Interpretations which have not 
been applied in these financial statements were in issue but 
not yet effective:
 
• Amendments to IFRS 7: Financial instruments disclosures.
•  IFRS 9: Financial instruments – Classification and 
Measurement.
• IFRS 10: Consolidated financial statements.
• IFRS 11: Joint arrangements.
• IFRS 12: Disclosure of interest in other entities.
• IFRS 13: Fair value measurement.
•  Amendments to IAS 1: Presentation of items of other 
comprehensive income.
•  Amendments to IAS 12: Deferred tax – recovery of 
underlying assets.
•  Amendments to IAS 32: Offsetting Financial Assets  
and Financial Liabilities.
• IAS 19 (revised): Employee benefits.
• IAS 27 (revised): Separate financial statements.
•  IAS 28 (revised): Investments in associates and joint 
ventures.
• Annual improvements to IFRSs 2011.
 
The Directors do not anticipate that the adoption of these 
Standards and Interpretations in future periods will have a 
material impact on the financial statements of the Group, 
except for disclosure.
Going concern 
The Group’s activities are funded by a combination of 
long-term equity capital, term loans, a revolving credit facility, 
short-term invoice discounting and bank overdraft facilities. 
The day-to-day operations are funded by cash generated from 
trading and from invoice discounting facilities. The Board has 
reviewed the Group’s profit and cash flow projections, and 
applied sensitivities to the underlying assumptions.
These projections demonstrate that the Group will meet its 
obligations as they fall due with the use of existing facilities. 
The Group’s revolving credit facility was renewed in March 
2011 for a period of 5 years. The Group’s overdraft facilities 
are due for renewal in February 2013 and, based on informal 
discussions the Board has had with its lenders, we have no 
reason to believe that these facilities will not continue to be 
available to the Group for the foreseeable future. The financial 
statements do not reflect the adjustments that would be 
necessary were the trading performance of the Group to 
deteriorate significantly or if the funding available from 
invoice discounting or overdrafts were to become unavailable. 
Thus the Group continues to adopt the going concern basis  
of accounting in preparing the financial statements.
2 Summary of significant accounting policies 
Basis of consolidation
The Group financial statements consolidate those of the 
Company and all of its subsidiary undertakings as at 31 
December 2011. Subsidiaries are entities over which the 
Group has the power to control the financial and operating 
policies so as to obtain benefits from their activities. The 
Group obtains and exercises control through voting rights.
Intra-group transactions and profits are eliminated fully  
on consolidation. Amounts reported in the financial 
statements of subsidiaries have been adjusted where 
necessary to ensure consistency with the accounting  
policies adopted by the Group.
Non-controlling interests in the net assets of consolidated 
subsidiaries are identified separately from the Group’s  
equity therein. Non-controlling interest consists of the 
amount of those interests at the date of the original business 
combination and the non-controlling interest’s share of 
changes in equity since the date of the combination. Total 
comprehensive income is attributed to non-controlling 
interests even if this results in the non-controlling interest 
having a deficit balance.
The results of subsidiaries acquired or disposed of during  
the year are included in the consolidated income statement 
from the effective date of acquisition or up to the effective 
date of disposal, as appropriate. 42 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
Notes to the consolidated financial statements
continued
2 Summary of significant accounting policies continued
Changes in the Group’s interests in subsidiaries that do  
not result in a loss of control are accounted for as equity 
transactions. The carrying amount of the Group’s interests 
and the non-controlling interests are adjusted to reflect the 
changes in their relative interests in the subsidiaries. Any 
difference between the amount by which the non-controlling 
interests are adjusted and the fair value of the consideration 
paid or received is recognised directly in equity and 
attributed to the owners of the Company.
Business combinations
The acquisition of subsidiaries is accounted for using the 
acquisition method. The cost of the acquisition is measured  
at the aggregate of the fair value, at the date of exchange,  
of assets given, liability incurred or assumed, and equity 
instruments issued by the Group in exchange for control  
of the acquiree. Acquisition-related costs are recognised in 
profit or loss as incurred. Where applicable, the consideration 
for the acquisition includes any asset or liability resulting 
from a contingent consideration arrangement, measured  
at its acquisition-date fair value. Subsequent changes in  
such fair values are adjusted against the cost of acquisition 
where they qualify as measurement period adjustments.  
All other subsequent changes in the fair value of contingent 
consideration classified as an asset or liability are recognised 
in the income statement as per IFRS3 (2008). Changes in the 
fair value of contingent consideration classified as equity are 
not recognised.
When a business combination is achieved in stages, the 
Group’s previously-held interests in the acquired entity are 
remeasured to fair value at the acquisition date (ie the date the 
Group attains control) and the resulting gain or loss, if any, is 
recognised in profit or loss. Amounts arising from interests in 
the acquiree prior to the acquisition date that have previously 
been recognised in other comprehensive income are 
reclassified to profit or loss, where such treatment would be 
appropriate if that interest was disposed of.
The acquiree’s identifiable assets, liabilities and contingent 
liabilities that meet the conditions for recognition under IFRS 
3 (2008) are recognised at their fair value at the acquisition 
date, except for deferred tax assets and liabilities or assets 
related to employee benefit arrangements which are 
recognised and measured in accordance with IAS 12 Income 
taxes and IAS 19 Employee benefits respectively. Liabilities 
or equity instruments related to the replacement by the Group 
of an acquiree’s share based payment awards are measured 
in accordance with IFRS 2 Share based payment. Assets (or 
disposal groups) that are classified as held for sale in 
accordance with IFRS 5 Non-current assets held for sales and 
discontinued operations are measured in accordance with 
that standard.
If the initial accounting for a business combination is 
incomplete by the end of the reporting period in which the 
combination occurs, the Group reports provisional amounts 
for items for which the accounting is incomplete, which are 
adjusted during the measurement period, or additional assets 
or liabilities are recognised, to reflect the new information 
obtained. The measurement period is the period from the  
date of acquisition to the date the Group obtains complete 
information about facts and circumstances that existed as  
at the acquisition date and is a maximum of one year.
Goodwill
Goodwill arising on a business combination is recognised as 
an asset at the date that control is acquired and is stated after 
separating out identifiable intangible assets.
Goodwill represents the excess of acquisition cost over the 
fair value of the Group’s share of the identifiable net assets  
of the acquired subsidiary at the date of acquisition. If, after 
measurement, the Group’s interest in the net fair value of  
the identifiable assets, liabilities and contingent liabilities 
exceeds the cost of the business combination, the excess  
is recognised immediately in the income statement. 
Goodwill is not amortised but is tested at least annually for 
impairment. Goodwill is allocated to each of the Group’s  
cash-generating units. If the recoverable amount of the 
cash-generating unit is less than the carrying amount  
of the unit, the impairment loss is first allocated against 
goodwill and then to the other assets of the unit on a  
pro-rata basis. Goodwill is carried at cost less accumulated 
impairment losses.
On disposal of a subsidiary, the attributable goodwill is 
included in the calculation of profit or loss on disposal.
Goodwill arising on acquisitions before the date of transition 
to IFRS (1 January 2006) has been retained at the previous 
UK GAAP carrying amount.
Intangible assets 
An intangible asset, which is an identifiable non-monetary 
asset without physical substance, is recognised to the extent 
that it is probable that the expected future economic benefits 
attributable to the asset will flow to the Group and that its 
cost can be measured reliably. The asset is deemed to be 
identifiable when it is separable or when it arises from 
contractual or other legal rights.
Amortisation of intangible assets
Amortisation is charged to the income statement and 
calculated using the straight-line method over its estimated 
useful life as follows: 
Customer relations  up to fifteen years
Trademarks  up to fifteen years
Software  up to three years
Impairment of assets 
The carrying amounts of the Group’s tangible and intangible 
assets are reviewed against their recoverable amount for  
any indication of impairment at each balance sheet date  
or whenever there is an indication that the asset may be 
impaired. An impairment loss is recognised whenever the 
carrying amount of an asset or its cash-generating unit 
exceeds its recoverable amount.  Financials
43 Empresaria Group plc 
Annual report and accounts 2011
 
2 Summary of significant accounting policies continued
The recoverable amount is the greater of fair value less  
costs to sell and value in use. In assessing value in use, the 
estimated future cash flows are discounted to their present 
value using a pre-tax discount rate that reflects current 
market assessments of the time value of money and the risks 
specific to the asset. For an asset that does not generate 
largely independent cash inflows, the recoverable amount  
is determined for the cash-generating unit to which the asset 
belongs. Impairment losses are recognised in the income 
statement. Where an impairment loss subsequently reverses, 
the carrying amount of the asset is increased to the revised 
estimate of its recoverable amount, such that it does not 
exceed the carrying amount that would have existed had  
no impairment loss been recognised. The reversal of the 
impairment loss is recognised in profit or loss.
Impairment losses recognised in respect of cash-generating 
units are allocated first to reduce the carrying amount of  
any goodwill allocated to cash generating units and then to 
reduce the carrying amount of the other assets in the unit  
on a pro rata basis. A cash-generating unit is the smallest 
identifiable group of assets that generates cash inflows that 
are largely independent of the cash inflows from other assets 
or groups of assets.
Property, plant and equipment 
Property, plant and equipment is stated at historical cost,  
net of depreciation and any provisions for impairment. 
Depreciation is calculated using the straight-line method  
to allocate the depreciable value of property, plant and 
equipment to the income statement over their useful  
economic lives as follows: 
Leasehold property   over the term of the  
lease up to a maximum  
of 10 years
Fixtures, fittings and equipment  up to three years
Motor vehicles  up to five years
Gains and losses on disposals are determined by comparing 
proceeds with carrying amounts. These are included in the 
income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash-in-hand, deposits 
held at call with banks and other short-term highly liquid 
investments with original maturities of three months or less. 
Bank overdrafts are included within the balance sheet in 
current liabilities – short-term borrowings. 
Financial assets 
Financial assets are recognised in the Group’s balance sheet 
and, other than hedging instruments, can be divided into the 
following categories:
• loans and receivables;
• financial assets at fair value through profit and loss; and
• available-for-sale financial assets.
Financial assets are assigned to the different categories on 
initial recognition, depending on the characteristics of the 
instrument and its purpose. A financial instrument’s category 
is relevant for the way it is measured and whether resulting 
income and expenses are recognised in profit or loss or 
charged directly against equity. 
Generally, the Group recognises all financial assets using 
settlement day accounting. An assessment of whether a 
financial asset is impaired is made at least at each reporting 
date. For receivables, this is based on the latest credit 
information available, (ie. recent third-party defaults  
and external credit ratings). Financial assets that are 
substantially past due are also considered for impairment.  
All income and expense relating to financial assets are 
recognised in the income statement line item Finance  
costs or Finance income, respectively.
Loans and receivables are non-derivative financial assets 
with fixed or determinable payments that are not quoted in  
an active market. They are measured at amortised cost using 
the effective interest method, less provision for impairment. 
Any change in their value is recognised in profit or loss. The 
Group’s trade and other receivables fall into this category of 
financial instruments.
Individual receivables are considered for impairment when 
they are past due at the balance sheet date or when objective 
evidence is received that a specific third party will default.  
All other receivables are reviewed for impairment in groups, 
which are determined by reference to the industry and region 
of a third party. The percentage of the write-down is then 
based on recent historical third-party default rates for each 
identified group.
Financial assets at fair value through profit or loss include 
financial assets that are either classified as held for trading or 
are designated to be carried at fair value through profit or loss 
upon initial recognition. By definition, all derivative financial 
instruments that do not qualify for hedge accounting fall into 
this category. Empresaria’s management, however, does not 
consider any other financial asset for designation into this 
category. Trade receivables are reported net of non-recourse 
invoice financing liabilities.
Any gain or loss arising from derivative financial instruments 
is based on changes in fair value, which is determined by 
direct reference to active market transactions.
All other financial assets within this category are measured 
at fair value, with changes in value recognised in equity. 
Gains and losses arising from financial instruments 
classified as available-for-sale are recognised in the income 
statement when they are sold or when the investment is 
impaired. In the case of impairment, any loss previously 
recognised in equity is transferred to the income statement. 
Losses recognised in the income statement on equity 
instruments are not reversed through the income statement. 
Losses recognised in prior period consolidated income 
statements resulting from the impairment of loans and 
receivables are reversed through the income statement. 44 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
2 Summary of significant accounting policies continued
The Group is a party to a number of put and call options  
over the remaining non-controlling interests in some of its 
subsidiaries. The initial fair value of these commitments  
is recognised as an asset or liability with a corresponding 
movement in reserves. Subsequent changes in the value  
are reflected in the consolidated income statement.
Financial liabilities and equity instruments 
Financial liabilities and equity instruments are classified 
according to the substance of the contractual arrangements 
entered into. 
Financial liabilities 
The Group’s financial liabilities include borrowings, trade 
and other payables (including finance lease liabilities). 
Borrowings are recognised initially at fair value, net of 
transaction costs incurred. Borrowings, trade and other 
payables are subsequently stated at amortised cost. Any 
difference between the proceeds (net of transaction costs)  
and the redemption value is recognised in the income 
statement over the period of the borrowings using the 
effective interest method.
Financial liabilities are recognised when the Group becomes 
a party to the contractual agreements of the instrument.  
All interest-related charges and, if applicable, changes in  
the instrument’s fair value that are reported in the profit  
or loss are included in the income statement line items 
Finance costs or Finance income.
Borrowings are classified as current liabilities unless the 
Group has an unconditional right to defer settlement of the 
liability for at least 12 months after the balance sheet date.
Provisions
Provisions are recognised when the Group has a present 
obligation as a result of a past event, it is probable that the 
Group will be required to settle that obligation and a reliable 
estimate can be made of the amount of the obligation. 
Provisions are measured at the Directors’ best estimate of the 
expenditure required to settle the obligation at the balance 
sheet date, and are discounted to present value where the 
effect is material. 
Equity instruments 
An equity instrument is any contract that evidences a 
residual interest in the assets of the Group after deducting  
all of its liabilities.
Revenue and revenue recognition 
Revenue comprises the fair value of the consideration 
received or receivable for the sale of services provided in  
the ordinary course of the Group’s activities. Revenue is 
shown net of value added tax, trade discounts and other 
sales-related taxes.
Permanent placement revenue is recognised at the point when 
the candidate commences employment. Contract placement 
revenue is recognised on the basis of actual work performed 
in the relevant period based on timesheets submitted. 
Employee benefits 
Retirement benefit costs
Payments made to defined contribution retirement benefit 
schemes are charged to the income statement as they fall due.
Share based payments 
The Group issues equity-settled share-based payments to 
certain key employees, which 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 
date of the equity-settled share based payments is expensed 
on a straight-line basis over the vesting period, based on the 
Group’s estimate of shares that will eventually vest and 
adjusted for the effect of non-market-based vesting 
conditions.
The fair value of the options granted is measured using  
a Monte Carlo simulation model and Black-Scholes model, 
taking into account the terms and conditions upon which  
the options were granted.
Leases 
Leases that result in the Group receiving substantially all  
of the risks and rewards of ownership of an asset are  
treated as finance leases. An asset held under a finance  
lease is recorded in the balance sheet and depreciated over 
the shorter of its estimated useful life and the lease term. 
Future installments net of finance charges are included 
within borrowings. Minimum lease payments are apportioned 
between the finance charge element, which is allocated to 
each period to produce a constant periodic rate of interest  
on the remaining liability and charged to the income 
statement and the principal element which reduces the 
outstanding liability. 
Rental costs arising from operating leases are charged on  
a straight-line basis over the period of the lease. Where an 
incentive is received to enter into an operating lease, such 
incentive is treated as a liability and recognised as a 
reduction to the rental expense on a straight-line basis  
over the period of the lease.
Current and deferred tax
The tax expense represents the sum of the tax currently 
payable and deferred tax.
Current tax is the tax currently payable based on taxable 
profit for the year. Taxable profit differs from net profit as 
reported in the income statement because it excludes items  
of income or expense that are taxable or deductible in  
other years and it excludes items that are never taxable or 
deductible. The Group’s liability for current tax is calculated 
using tax rates that have been enacted or substantively 
enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable 
on differences between the carrying amounts of assets and 
liabilities and their tax bases and is accounted for using the 
balance sheet liability method. Deferred tax liabilities are 
generally provided in full, with no discounting. Deferred tax 
assets are recognised to the extent that it is probable that the 
Notes to the consolidated financial statements
continued Financials
45 Empresaria Group plc 
Annual report and accounts 2011
 
underlying deductible temporary differences will be able  
to be offset against future taxable income. However, deferred 
tax is not provided on the initial recognition of goodwill, nor 
on the initial recognition of an asset or liability, unless the 
related transaction is a business combination or affects tax  
or accounting profit. The carrying amounts of deferred tax 
assets are reviewed at each balance sheet date and reduced  
to the extent that it is no longer probable that there will  
be sufficient future taxable profit to allow the asset to  
be recovered.
Deferred tax liabilities are recognised for taxable temporary 
differences arising on investments in subsidiaries, except 
where the Group is able to control the reversal of the 
temporary difference and it is probable that it will not  
reverse in the foreseeable future.
Deferred tax is calculated at tax rates that are expected to 
apply in the relevant period of realisation, provided they are 
enacted or substantively enacted at the balance sheet date.
Changes in deferred tax assets or liabilities are recognised as 
a component of tax expense in the income statement, except 
where they relate to items that are charged or credited directly 
to equity in which case the related deferred tax is also 
charged or credited directly to equity.
Foreign currencies 
(i) Functional and presentational currency
Items included in the individual financial statements of each 
of Empresaria Group plc’s subsidiaries are measured using 
the individual currency of the primary economic environment 
in which that subsidiary operates (its “functional currency”). 
The consolidated financial statements of Empresaria Group 
plc are presented in Pounds Sterling which is Empresaria 
Group plc’s functional and presentational currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the 
functional currency using the exchange rates prevailing at 
the dates of the transactions. Foreign exchange gains and 
losses resulting from the settlement of such transactions  
and from the translation at period-end exchange rates of 
monetary assets and liabilities denominated in foreign 
currencies are recognised in the income statement. Exchange 
differences on monetary items receivable from or payable  
to a foreign operation for which settlement is neither planned 
nor likely to occur (therefore forming part of the net 
investment in the foreign operation) are recognised initially  
in other comprehensive income. These exchange differences 
are reclassified from equity to profit or loss on disposal or 
partial disposal of the net investment.
(iii) Group companies
The results and financial position of Empresaria Group plc’s 
subsidiaries (none of which has the currency of a hyper-
inflationary economy) that have a functional currency 
different from Empresaria Group plc’s presentation currency 
are translated into the presentation currency as follows:
•  assets and liabilities for each balance sheet presented  
are translated at the closing rate at the date of that  
balance sheet;
•  income and expenses for each income statement are 
translated at average exchange rates (unless this average  
is not a reasonable approximation of the cumulative effect  
of the rates prevailing on the transaction dates, in which 
case income and expenses are translated at the dates of  
the transactions); and
•  all resulting exchange differences are recognised as  
a separate component of equity.
On consolidation, exchange differences arising from the 
translation of the net investment in foreign entities are taken 
to shareholders’ equity. When a foreign operation is sold, 
such accumulated exchange differences are recognised  
in the income statement as part of the gain or loss on sale.
(iv) Derivative financial instruments
The Group’s activities expose it primarily to the financial 
risks of changes in foreign currency exchange rates and 
interest rates. The Group may use foreign exchange forward 
contracts to hedge the foreign currency exposures. The Group 
does not use financial instruments for speculative purposes. 
Changes in the fair value of derivative financial instruments 
are recognised in the income statement as they arise.
(v) Hedges of net investments in foreign operations
Any gain or loss on the hedging instrument relating to the 
effective portion of net investment hedge is recognised in 
equity in the foreign currency translation reserve. The gain  
or loss relating to the ineffective portion is recognised 
immediately in the profit and loss. Gains and losses deferred 
in the foreign currency translation reserve are reclassified  
to profit or loss on disposal of the foreign operation.
Goodwill and fair value adjustments arising on the 
acquisition of a foreign entity are treated as assets and 
liabilities of the foreign entity and translated at closing rate. 
The Group has elected to treat goodwill arising on 
acquisitions before the date of transition to IFRSs as Sterling-
denominated assets and liabilities.
3 Critical accounting judgements and key sources  
of estimation uncertainty 
The preparation of consolidated financial statements under 
IFRS requires the Group to make estimates and assumptions 
that affect the application of policies and reported amounts. 
Estimates and judgements are continually evaluated and are 
based on historical experience and other factors including 
expectations of future events that are believed to be 
reasonable under the circumstances. Actual results may 
differ from these estimates. The estimates and assumptions 
which have a risk of causing a material adjustment to the 
carrying amount of assets and liabilities are discussed below.
Impairment of goodwill 
The Group is required to test whether goodwill has suffered 
any impairment. The recoverable amount is determined based 
on the value-in-use calculations. The use of this method 
requires the estimation of future cash flows and the choice  
of a suitable discount rate in order to calculate the present 
value of these cash flows. Details of the impairment review 
calculation are set out in note 14.  46 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
Intangible assets (including goodwill) 
The Group recognises intangible assets acquired as part  
of business combinations at fair value at the date of 
acquisition. The determination of these fair values is based 
upon management’s judgement and includes assumptions  
on the timing and amount of future incremental cash flows 
generated by the assets and selection of an appropriate  
cost of capital. 
In addition, management must assess the value of any 
contingent consideration that is due to the seller following  
the completion of the initial purchase. The value of this 
consideration is frequently based on the financial 
performance of the business post acquisition. Therefore 
management must assess the likely value of this performance 
and so give a value to the expected contingent consideration. 
Actual post-completion performance may vary from 
management’s estimate.
Furthermore, management must estimate the expected useful 
lives of intangible assets and charge amortisation on these 
assets accordingly. The carrying amount at the balance  
sheet date of goodwill was £25.1m (2010: £26.4m), of other 
intangible assets was £2.2m (2010: £2.5m) and of deferred 
and contingent consideration was £0.1m (2010: £0.3m). The 
Group has recognised amortisation of intangible assets of 
£0.3m (2010: £0.3m). Further details of these balances are 
disclosed in notes 14 and 15. 
Valuation of put and call options
The Group’s acquisition of the Headway companies in 
Germany included put and call arrangements which enable 
the purchaser or the seller to exercise options to purchase or 
sell any remaining interest in the acquired entity. The Group 
accounts for the value of the put option based on the value 
that is considered payable based on the term of the option. 
The value is reviewed at each reporting period. The Group 
recognises the fair value of the call option using a Black 
Scholes option pricing model. The Black Scholes option 
pricing model requires management to make certain 
assumptions and estimates in respect of market multiples, 
risk-free rates and volatility.
Provisions
A provision is recognised in the balance sheet when the 
Group has a present legal or constructive obligation as a 
result of a past event, and it is probable that an outflow of 
economic benefits will be required to settle the obligation.
As described in note 5, as a result of new collective 
bargaining agreements following court rulings in Germany 
the Group has been required to make a provision for potential 
retrospective pay claims from temporary employees and 
social security contributions. A provision of £1.7m has been 
made in respect of these issues.  In making its judgement as 
to the estimate of the provision, management has taken into 
consideration ongoing discussions with the relevant tax 
authorities in Germany and also the number and quantum  
of claims received to date.
As part of the put and call options attached to the Headway 
acquisition, a penalty is payable if certain options are not 
exercised. At year end management do not believe that it is 
probable that the penalty will be payable and therefore only 
disclose this liability. Full details are disclosed in note 25.
Recognition of deferred tax assets 
Empresaria’s management bases its assessment of the 
probability of future taxable income on the Group’s latest 
approved budget forecast, which is adjusted for significant 
non-taxable income and expenses and specific limits on the 
use of any unused tax loss or credit. The specific tax rules in 
the jurisdictions Empresaria operates in are also carefully 
taken into consideration. If a positive forecast of taxable 
income indicates the probable use of a deferred tax asset, 
especially when it can be utilised without a time limit, that 
deferred tax asset is usually recognised in full. The 
recognition of deferred tax assets that are subject to certain 
legal or economic limits or uncertainties is assessed 
individually by Empresaria’s management based on the 
specific facts and circumstances.
Notes to the consolidated financial statements
continued Financials
47 Empresaria Group plc 
Annual report and accounts 2011
 
4 Segment analysis
The revenue and profit before taxation are attributable to the Group’s one principal activity, the provision of staffing and 
recruitment services, and can be analysed by geographic segment as follows. The Group’s reportable segments are business 
units based in different geographic regions. Each unit is managed separately with local management responsible for 
determining local strategy.
Information reported to the Group’s Chief Executive Officer for the purpose of resource allocation and assessment of segment 
performance is based on profit or loss from operations before amortisation of intangible assets and exceptional items.
The analysis of the Group’s business by geographical origin is set out below:
Year ended 31 December 2011 UK
Continental
Europe
Rest of
the World Eliminations Total 
Revenue 67.0 102.7 39.2 208.9 
Gross profit 16.0 19.7 11.2 46.9 
Adjusted operating profit* 2.0 2.2 1.1 5.3 
Operating profit 2.0 0.1 0.7 2.8 
* Adjusted operating profit represents operating profit before exceptional items and intangible amortisation.
Goodwill 7.7 13.6 3.8 – 25.1 
Segmental assets 48.5 23.4 16.8 (46.7) 42.0 
Segmental liabilities (45.9) (25.3) (9.1) 41.4 (38.9)
Net assets 10.3 11.7 11.5 (5.3) 28.2 
Capital expenditure incurred (including intangibles) 0.3 0.2 0.2 0.7 
Significant non-cash expenses (depreciation, amortisation  
and impairment) 0.5 0.6 0.4 1.5 
Year ended 31 December 2010 UK
Continental 
Europe
Rest of
the World Eliminations Total 
Revenue 72.7 99.4 34.7 206.8 
Gross profit 15.2 21.9 9.4 46.5 
Adjusted operating profit* 2.0 3.9 1.5 7.4 
Operating profit 2.0 3.7 1.5 7.2 
* Adjusted operating profit represents operating profit before exceptional items and intangible amortisation.
Goodwill 8.1 14.0 4.3 – 26.4 
Segmental assets 45.4 23.1 16.3 (40.5) 44.3 
Segmental liabilities (44.4) (25.1) (8.5) 36.3 (41.7)
Net assets 9.1 12.0 12.1 (4.2) 29.0 
Capital expenditure incurred (including intangibles) 0.3 0.3 0.2 0.8 
Significant non-cash expenses (depreciation, amortisation  
and impairment) 0.3 0.5 0.3 1.1  48 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
5 Exceptional provisions
Exceptional items are those which, in management’s judgement, need to be disclosed separately by virtue of their size  
or incidence in order for the reader to obtain a proper understanding of the financial information.
Exceptional provisions
2011
£m
2010
£m
Continental Europe
Provision against potential retrospective pay claim claims and social  
security liability in Germany (1.7) –
Provision for social security in Finland (0.3) –
(2.0) –
Rest of the World
Provision for contract dispute in India (0.2) –
(0.2) –
Total (2.2) –
In Germany the Group has potential liabilities to the social security department and temporary worker claims for equal pay 
following changes to pay tariffs resulting from court rulings in 2010 in relation to the validity of certain collective bargaining 
agreements. The provision of £1.7m covers potential retrospective claims in the years 2006 to 2010. The legal outcome of these 
claims remains uncertain and is subject to ongoing legal cases.
In Finland there is a provision of £0.3m for social security costs and tax penalties arising on historically provided benefits to 
candidates being placed in Finland. Since year end a tax audit in relation to this matter has been finalised with a cost arising 
in line with the provision value.
In India there is a £0.2m provision arising from a historic dispute with a former client over the basis for charging fees for  
work performed. The contract has been in place since 2008 and the legal entitlement to certain commission income for IMS,  
a subsidiary of Empresaria, is being disputed following the termination of the contract by the client. The provision is for the 
full amount of fees that are in dispute.
Notes to the consolidated financial statements
continued Financials
49 Empresaria Group plc 
Annual report and accounts 2011
 
6 Discontinued operations
On 20 May 2011, the Group disposed of its UK Supply Chain business operated by The Logistics Network Ltd and More 
Driving Ltd. On 15 July 2011, the Group disposed its Indonesian subsidiary ‘Advanced Career Indonesia’. The results of the 
discontinued operations which have been included in the consolidated income statement were as follows:
2011
£m
2010
£m
Revenue 6.1 16.9
Costs (6.1) (16.8)
Tax – (0.2)
Trading loss from discontinued operations – (0.1)
Loss on disposal (0.4) 0.3 
Net (loss)/profit from discontinued operations (0.4) 0.2 
A loss of £0.3m arose on the disposal of the Supply Chain business, being consideration of £0.3m less the carrying value of 
assets disposed of and the attributable goodwill. This includes deferred consideration receivable up to December 2014 equal  
to £0.1m at year end. In the period to 31 December 2011 £0.2m consideration has been received.
During the period The Supply Chain contributed £145,000 to the Group’s net operating cash outflow (year ended 31 December 
2010: £38,000 outflow), £8,000 outflow in respect of investing activities (year ended 31 December 2010: £99,000) and £54,000 
outflow in respect of financing activities (year ended 31 December 2010: £54,000 inflow).
A loss of £0.1m arose on the disposal of Advanced Career Indonesia, being consideration of £1.0m less the carrying value of 
assets disposed of and the attributable goodwill. The consideration includes contingent consideration of £0.1m, received in 
February 2012. In the period to 31 December 2011 £0.9m consideration was received.
During the period Advanced Career Indonesia contributed £155,000 to the Group’s net operating cash outflow (year ended  
31 December 2010: £183,000 inflow), £6,000 outflow in respect of investing activities (year ended 31 December 2010: £3,000) 
and £24,000 outflow in respect of financing activities (year ended 31 December 2010: £84,000 outflow).
2011
£m
2010
£m
Property, plant and equipment 0.1 0.1
Trade and other receivables 0.7 0.8
Trade and other payables (0.2) (1.2)
Tax balances 0.2 – 
Bank borrowings (0.4) (0.3)
0.4 (0.6)
Non-controlling interest and retranslation reserve 0.3 0.1 
Goodwill write off on disposal 0.7 – 
Disposal costs 0.3 0.2 
Net assets/(liabilities) disposed of 1.7 (0.3)
Total consideration 1.3 –
(Loss)/profit on disposal (0.4) 0.3 50 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
7 Operating profit
Operating profit is stated after charging:
2011
£m
2010
£m
Depreciation of property, plant and equipment 0.8 0.8 
Amortisation of intangible assets 0.3 0.3 
Operating lease charges:
 Land and buildings 1.6 1.6 
 Motor vehicles 1.0 0.7 
Net foreign exchange loss 0.1 – 
Trade receivable impairments 0.4 0.1 
Auditor's remuneration 0.1 0.1 
The analysis of auditor’s remuneration is as follows:
2011
£m
2010
£m
Auditor’s remuneration:
 Fee payable to the Company’s auditor for the audit of the Company’s annual accounts 0.1 0.1
Total auditor’s remuneration 0.1 0.1
Auditor’s remuneration includes fees payable of £13,000 (2010: £12,000) to the Company auditor for the audit of the Company’s 
subsidiaries pursuant to legislation and fees payable of £3,000 (2010: £3,000) for tax advisory services.
8 Directors and employees
2011
£m
2010
£m
Staff costs 
Wages and salaries 23.4 22.1 
Social security costs 3.6 3.0 
Pension costs 0.3 0.3 
27.3 25.4
Details of Directors’ remuneration are given on pages 32 to 34.
No. No.
Average monthly number of persons employed (including Directors)
a) Sales, distribution and administration (continuing operations) 826 753
b) Sales, distribution and administration (continuing and discontinued operations) 848 832
9 Finance income and cost
2011
£m
2010
£m
Finance income
Bank interest receivable 0.1 0.1 
Movement in put option liability 0.5 0.3 
0.6 0.4 
Finance cost
On amounts payable to invoice discounters (0.2) (0.2)
Bank loans and overdrafts (0.7) (0.8)
Movement in call option assets (0.6) (0.1)
(1.5) (1.1)
Net finance cost (0.9) (0.7)
Notes to the consolidated financial statements
continued Financials
51 Empresaria Group plc 
Annual report and accounts 2011
 
10 Taxation
(a) The tax charge for the year is based on the following:
2011
£m
2010
£m
Current taxation
Current tax (1.5) (2.3)
Adjustment to tax charge in respect of previous periods (0.1) (0.2)
(1.6) (2.5)
Deferred tax 0.5 0.4 
Total income tax expense in the income statement (1.1) (2.1)
(b) Factors affecting the tax charge for the year
2011
£m
2010
£m
Profit before taxation 1.9 6.5 
 
Profit before tax at standard rate of corporation tax in the UK of 26.5% (2010: 28%) (0.5) (1.8)
Effects of:
Expenses not deductible for tax purposes (0.3) (0.1)
Non-taxable income – 0.1 
Losses not recognised tor tax purposes (0.1) (0.2)
Deferred tax on losses and other timing differences previously not recognised – 0.3 
Adjustment to tax charges in respect of previous periods (0.1) (0.2)
Overseas tax at different tax rates (0.1) (0.2)
Tax expense (1.1) (2.1)
The movement in deferred tax is explained in note 20.
11 Reconciliation of Adjusted profit before tax to Profit before tax
2011
£m
2010
£m
Profit before tax 1.9 6.5 
Amortisation of intangibles 0.3 0.3 
Exceptional provisions 2.2 – 
Movement in put option liability (0.5) (0.3)
Movement in call option assets 0.6 0.1 
Adjusted profit before tax from continuing operations 4.5 6.6  52 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
12 Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the 
average number of shares in issue during the year. A reconciliation of the earnings and weighted average number of shares 
used in the calculations is set out below.
The calculation of the basic and diluted earnings per share is based on the following data:
a)  From continuing and discontinued operations
2011
£m
2010
£m
Earnings
Earnings attributable to equity holders of the parent (0.1) 3.1 
Adjustments:
 Exceptional provisions 2.2 – 
 Loss / (gain) on business disposal 0.4 (0.3)
 Movement in put option liability (0.5) 0.1 
 Movement in call option asset 0.6 (0.3)
 Amortisation of intangible assets 0.3 0.3 
 Tax on exceptional items and intangible amortisation (0.6) – 
 Non-controlling interest in intangible amortisation and exceptional items (0.5) (0.1)
Earnings for the purpose of adjusted earnings per share 1.8 2.8 
Millions Millions
Number of shares
Weighted average number of shares – basic and diluted 44.6 44.6
Earnings per share
Basic (0.4) 7.0 
Adjusted earnings per share 4.0 6.2 
b)  From continuing operations
2011
£m
2010
£m
Earnings
Earnings attributable to equity holders of the parent (0.1) 3.1 
Adjustments to exclude loss/(profit) from discontinued operations 0.4 (0.2)
Earnings from continuing operations for the purpose of basic and diluted earnings per share 0.3 2.9 
Adjustments:
 Exceptional provisions 2.2 – 
 Movement in put option liability (0.5) 0.1 
 Movement in call option asset 0.6 (0.3)
 Amortisation of intangible assets 0.3 0.3 
 Tax on exceptional items and intangible amortisation (0.6) – 
 Non-controlling interest in intangible amortisation and exceptional items (0.5) (0.1)
Earnings for the purpose of adjusted earnings per share 1.8 2.9 
Millions Millions
Number of shares
Weighted average number of shares – basic and diluted 44.6 44.6
Earnings per share
Basic 0.6 6.5 
Adjusted earnings per share 4.1 6.4 
c)  Fully diluted earnings per share
During the year 1.2m share options were issued. The dilution effect of these options was insignificant.
Notes to the consolidated financial statements
continued Financials
53 Empresaria Group plc 
Annual report and accounts 2011
 
13 Property, plant and equipment
Cost
Leasehold 
property 
£m
Fixtures 
fittings and  
equipment 
£m
Motor 
vehicles
£m
Total 
£m
At 1 January 2011 0.2 7.2 0.2 7.6 
Exchange differences – (0.1) – (0.1)
Additions – 0.6 – 0.6 
Disposals – (0.5) – (0.5)
At 31 December 2011 0.2 7.2 0.2 7.6 
Accumulated depreciation
At 1 January 2011 0.1 5.5 0.1 5.7 
Exchange differences – (0.2) – (0.2)
Charge for the year – 0.8 – 0.8 
Disposals – (0.4) – (0.4)
At 31 December 2011 0.1 5.7 0.1 5.9 
Net book value
At 31 December 2010 0.1 1.7 0.1 1.9 
At 31 December 2011 0.1 1.5 0.1 1.7 
Fixtures, fittings and equipment includes £0.1m (2010: £0.1m) of secured finance leases.
14 Goodwill
2011
£m
2010
£m
At 1 January 26.4 26.5
Disposal (0.7) – 
Foreign exchange (0.6) (0.1)
At 31 December 25.1 26.4
Goodwill has been tested for impairment by comparing the carrying amount of each cash-generating unit (CGU), including 
goodwill, with the recoverable amount of that income-generating unit.
The recoverable amount of each cash-generating unit is determined based on the higher of value in use calculations and its fair 
value less costs to sell. The value in use calculations are based on cash flow projections derived from the Group budget for the 
year ended 31 December 2012 and managements internal 5 year forecast which has then been extrapolated over a total period 
of 20 years. The key assumptions for this calculation are the growth rates and discount rates. The growth rates applied in the 
forecasts are based on the relevant country GDP growth estimates for the next 5 years, which ranged from 1.4% to 5.0%. Any 
growth rate in excess of 5.0% was capped for the purpose of this calculation. A discount rate of 7.2% (2010: 8.5%) has been 
applied in discounting the projected cash flows, being the Group’s weighted average cost of capital. Where higher growth rates 
were applied a discount rate of 8.2% has been used to reflect the greater risk to the forecast.
As part of the impairment review, management has considered the sensitivity of the recoverable amount for each unit to 
changes in the growth rate and discount rate. This sensitivity analysis showed that the long-term growth rate could reduce  
to nil without giving rise to an impairment of goodwill and that the discount rate could increase to 11% without giving rise  
to an impairment of goodwill. Neither of these changes in the key assumptions are expected to reasonably occur.
The carrying amount of goodwill has been allocated as follows:
2011
£m
2010
£m
Goodwill by region
United Kingdom 7.7 8.1
Continental Europe 13.6 14.0
Rest of the World 3.8 4.3
25.1 26.4 54 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
15 Intangible assets
Customer 
relations 
£m
Trade 
marks 
£m
Software
£m
Total 
£m
Carrying amount at 1 January 2011 2.8 0.6 0.2 3.6 
Additions – – 0.1 0.1 
Foreign exchange (0.1) – – (0.1)
Gross carrying amount at 31 December 2011 2.7 0.6 0.3 3.6 
Amortisation
Carrying amount at 1 January 2011 0.7 0.3 0.1 1.1 
Charge for year 0.1 0.1 0.1 0.3 
Accumulated amortisation at 31 December 2011 0.8 0.4 0.2 1.4 
Net book value as at 31 December 2010 2.1 0.3 0.1 2.5
Net book value as at 31 December 2011 1.9 0.2 0.1 2.2
16 Subsidiaries
A list of the significant investment in subsidiaries, including the name, country of incorporation and proportion of ownership 
interest is given in note 6 to the Company’s financial statements.
17 Trade and other receivables
2011
£m
2010
£m
Current
Trade receivables 25.9 26.9 
Less provision for impairment of trade receivables (0.3) (0.2)
Net trade receivables 25.6 26.7 
Prepayments and accrued income 1.9 1.9 
Other receivables 2.8 2.4 
30.3 31.0 
Trade receivables includes £0.2m (2010: £0.8m) on which security has been given as part of the invoice finance liability.
All amounts are due within one year. The carrying value of trade receivables is considered to be a reasonable approximation  
of fair value.
Further analysis on trade receivables is set out in note 22.
18 Trade and other payables
2011
£m
2010
£m
Current
Trade payables 1.4 2.2 
Other tax and social security 6.2 6.5 
Other payables 5.4 6.4 
Accruals 9.2 9.6 
Provision for exceptional items (note 5) 2.2 – 
Deferred and contingent consideration 0.1 0.3 
24.5 25.0 
All amounts are payable within one year. The fair values of trade and other payables are not materially different from those 
disclosed above.
Notes to the consolidated financial statements
continued Financials
55 Empresaria Group plc 
Annual report and accounts 2011
 
19 Financial liabilities
a)  Borrowings
2011
£m
2010
£m
Current
Bank overdrafts 1.3 3.8
Amounts related to invoice financing 0.2 0.8
Current portion of bank loans 1.0 8.1
Other loan creditors 0.5 – 
3.0 12.7
Non-current
Bank loans 8.6 0.5
8.6 0.5
Total financial liabilities 11.6 13.2
The bank loans include a revolving credit facility and two term loans which expire in 2013 and 2016. The bank loans are 
secured by a first fixed charge over all book and other debts given by the Company and certain of its subsidiaries. Interest 
rates vary over the term of the loan. In 2011, interest was payable at between 1.25% and 2.375% over base rate on the term 
loans, and between 1.75% and 2.375% over LIBOR on the revolving credit facility.
The interest rate on the bank overdrafts was fixed in 2011 at rates of 2.25% and 2.5% above base rate.
The amounts above for invoice financing represent with-recourse facilities. The Group also has non-recourse invoice financing 
which is offset against trade receivables. The total amount at 31 December was £10.1m (2010: £8.5m).
b) Movement in net borrowings
2011
£m
2010
£m
As at 1 January (6.1) (8.0)
Net (decrease)/increase in cash and cash equivalents (1.1) 2.0 
Decrease/(increase) in loans 1.0 (1.0)
Decrease in invoice financing 0.2 0.5 
On disposal of business 0.4 0.3 
Currency translation differences – 0.1 
As at 31 December (5.6) (6.1)
c)  Analysis of net borrowings
2011
£m
2010
£m
Financial liabilities – borrowings (11.6) (13.2)
Cash and cash equivalents 6.0 7.1 
As at 31 December (5.6) (6.1)
Cash and cash equivalents at 31 December 2011 include cash with banks of £0.3m (2010: £0.3m) held by subsidiaries in China 
which are subject to currency exchange restrictions. 56 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
20 Deferred tax
Tax
losses
£000
Exceptionals
£000
Capital
allowances
£000
Holiday
pay
£000
Timing
differences
£000
Intangible
assets
£000
Total
2011
£000
2010
£000
1 January 828 – 55 81 47 (611) 400 (13)
Credit/(charge) to income 39 531 (16) 26 (69) (30) 481 376 
Disposal (169) – – – – – (169) – 
Foreign exchange difference (32) – – – (38) 18 (52) 37 
31 December 666 531 39 107 (60) (623) 660 400 
Analysis of deferred tax 
2011
£000
2010
£000
Deferred tax asset 1,470 1,011 
Deferred tax liability (810) (611)
660 400 
At the balance sheet date, the Group has unused tax losses of £3.6m (2010: £5.9m) available for offset against future taxable 
profits. A deferred tax asset has been recognised in respect of £2.3m (2010: £2.9m) of such losses. No deferred tax asset has 
been recognised in respect of the remaining £1.3m (2010: £3.0m) as it is not considered probable that there will be future 
taxable profits available.
No deferred tax liability is recognised on temporary differences of £3.4m (2010: £2.4m) relating to the unremitted earnings of 
overseas subidiaries as the Group is able to control the timing of the reversal of these temporary differences and it is probable 
that they will not reverse in the foreseeable future.
21 Share capital
Number of 
shares
2011
£m
Number of 
shares
2010
£m
Allotted and fully paid
Ordinary shares of 5p each 44,562,847 2.2 44,562,847 2.2
Notes to the consolidated financial statements
continued Financials
57 Empresaria Group plc 
Annual report and accounts 2011
 
22 Financial instruments
The principal financial assets of the Group are cash and cash equivalents and trade and other receivables. The main purpose 
of these financial instruments is to raise finance for the Group’s operations. The principal financial liabilities are trade and 
other creditors that arise directly from operations, amounts owed to invoice discounters and bank loans.
Credit risk analysis
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the 
reporting date was:
Classes of financial assets – carrying amounts
2011
£m
2010
£m
Cash and cash equivalents 6.0 7.1
Trade and other receivables 30.3 31.0
The Group’s cash balances are spread across a range of banks, with the majority of the cash in banks which have acceptable 
ratings.
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of 
allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based 
on previous experience, is evidence of a likely reduction in the recoverability of the cash flows. The Group has no significant 
concentration of risk, with exposure spread over a large number of third parties and customers.
Debtors ageing and impairment losses
The age of trade receivables net of impaired debts as of reporting date is as follows:
2011
£m
2010
£m
0–30 days 15.1 17.0 
31–60 days 8.7 8.1 
61–90 days 0.8 1.1 
Over 90 days 1.0 0.5 
Total trade receivables (note 17) 25.6 26.7 
Average debtor days during the year was 52 days (2010: 52 days).
All of the Group’s trade receivables have been reviewed for indications of impairment. Certain trade receivables were found  
to be impaired and a provision of £0.3m (2010: £0.2m) has been recorded accordingly.
Included in the Group’s trade receivables balance are debtors with a carrying amount of £1.8m (2010: £1.6m) which are past 
due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and 
the amounts are still considered recoverable. The Group does not hold any collateral over these balances.
The Group has non-recourse invoice financing which is offset against trade receivables. The total amount offset against trade 
receivables at 31 December was £10.1m (2010: £8.5m).
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
2011
£m
2010
£m
Balance as 1 January 0.2 0.7 
Impairment loss recognised 0.4 0.1 
Impairment loss utilised (0.3) (0.6)
Balance at 31 December  0.3 0.2 
Liquidity risk analysis
The Group’s funding strategy is to ensure a mix of financing methods offering flexibility and cost effectiveness to match the 
requirements of the Group. The Group monitors its liquidity risk on an ongoing basis by undertaking cash flow forecasting 
procedures. In order to ensure continuity of funding, the Group seeks to arrange funding ahead of business requirements  
and maintain sufficient un-drawn committed borrowing facilities. 58 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
22 Financial instruments continued
As at 31 December 2011, Empresaria’s liabilities have contractual maturities which are summarised below:
Current Non-current
within 6 months 6 to 12 months 1 to 5 years
Effective
interest rate
2011
£m
2010
£m
2011
£m
2010
£m
2011
£m
2010
£m
Bank loans 2.9% 0.5 0.3 0.5 7.6 7.8 0.4
Other loan creditors – 0.5 – – – – –
Trade and other payables – 24.5 25.0 – – – –
Other short-term financial liabilities 5.8% 1.5 4.6 – – – –
Total – 27.0 29.9 0.5 7.6 7.8 0.4
The above contractual maturities reflect the discounted gross cash flows, which may differ to the carrying values of the 
liabilities at the balance sheet date.
All bank loans are on floating interest rates.
At the year end the Group had £6.3m (2010: £4.2m) of undrawn bank facilities.
There was no loan repayment default during the year (2010: nil). At the year end past due loans were nil (2010: nil).
Gearing ratio
2011
£m
2010
£m
Gross borrowings 11.6 13.2 
Less: Cash and cash equivalents (6.0) (7.1)
Net debts 5.6 6.1 
Equity attributable to Company shareholders 24.7 25.6 
Net debt to equity ratio 22.7% 23.8%
Market risk analysis
The Group is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk 
and certain other price risks.
Capital risk
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns whilst 
maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the 
Group consists of net debt, which includes the borrowings after deducting cash and cash equivalents disclosed in note 19  
and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed 
in notes 21 and in the Consolidated statement of changes in equity.
Foreign currency risk
Most of Empresaria Group plc’s transactions are carried out in Pounds Serling. Most of the subsidiary companies transactions 
are carried out in the local currency of their respective countries. Exposures to currency exchange rates arsing from the 
overseas sales and purchases are minimal.
To mitigate the Group’s exposure to foreign currency risk, non-UK Pound cash flows are monitored and forward exchange 
contracts are entered into in accordance with the Group’s risk management policies. Generally, Empresaria’s risk management 
procedures distinguish short-term foreign currency cash flows (due within 6 months) from longer-term cash flows. Where the 
amounts to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity  
is undertaken.
During the year ended 31 December 2011 no forward exchange contracts were entered into.
Notes to the consolidated financial statements
continued Financials
59 Empresaria Group plc 
Annual report and accounts 2011
 
The carrying amounts of the Group’s significant foreign currency denominated monetary assets and monetary liabilities at the 
reporting date are as follows:
Assets Liabilities
2011
£m
2010
£m
2011
£m
2010
£m
Euro 18.6 19.8 15.9 17.2
Japanese Yen 3.0 2.8 2.2 2.1
Chilean Peso 3.9 4.0 1.9 2.1
Indonesian Rupiah 1.8 2.4 0.7 1.5
Sensitivity analysis
A 10% strengthening of pounds sterling against the following currencies would have (decreased)/increased equity and the 
income statement by the amounts shown below. The analysis assumes that all other variables, in particular interest rates, 
remain constant.
2011 2010
Euro
£m
Japanese
Yen
£m
Chilean
Peso
£m
Indonesian
Rupiah
£m
Euro
£m
Japanese
Yen
£m
Chilean
Peso
£m
Indonesian
Rupiah
£m
Net result for the year (0.1) – – – (0.2) – – –
Equity (1.7) (0.2) (0.3) (0.1) (1.8) (0.2) (0.3) (0.1)
Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless,  
the analysis above is considered to be representative of Empresaria’s exposure to currency risk.
Interest rate risk
The Group has interest bearing assets and liabilities. Interest bearing assets and liabilities include cash balances and 
overdrafts.
The Group manages its interest rate risk through a combination of cash pooling, shareholder funding and borrowing. 
Management monitors movements in interest rates to determine the most advantageous debt profile for the Group. At  
31 December 2011, Empresaria is exposed to changes in market interest rates through its bank borrowings, which are  
subject to variable interest rates. For further information see note 19. All other financial assets and liabilities have fixed rates.
An increase of 100 basis points in interest rates would have decreased equity and the income statement by the amounts  
shown below. The analysis assumes that all other variables, in particular foreign currency rates, remain constant.
Interest rate
2011
£m
2010
£m
Net result for the year (0.2) (0.2)
Equity (0.2) (0.2)
Fair value
The carrying value of all financial instruments equates to fair value.
The following table provides an analysis of financial instruments that are measured subject to initial recognition at fair value, 
grouped into Level 1 and Level 2 based on the degree to which the fair value is observable:
Level 1: Fair value is measured from inputs of quoted prices in active markets for identical assets or liabilities.
Level 2: Fair value is measured from inputs other than quoted prices included within Level 1 that are observable for the assets 
or liability, either directly or indirectly.
2011
£m
2010
£m
Call option assets (Level 1) 0.3 0.9
Put option liability (Level 2) – (1.0)
There were no transfers between Levels 1 and 2 during the current or prior year.
There were no Level 3 financial instruments during the current or prior year. 60 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
23 Financial commitments
Operating leases
Motor vehicles Land and buildings
2011
£m
2010
£m
2011
£m
2010
£m
Total minimum operating lease payments due:
Within one year 0.9 0.7 1.5 1.3
One to five years 0.4 1.0 1.7 1.3
After five years – – 0.2 0.1
1.3 1.7 3.4 2.7
24 Dividends 
2011
£000
2010
£000
Amount recognised as distribution to equity holders in the period:
Final dividend for the year ended 31 December 2010 of 0.35 pence (2009: 0.35 pence) per share 156 156
Proposed final dividend for the year ended 31 December 2011 of 0.35 pence  
(2010: 0.35 pence) per share 156 156
The proposed dividend is subject to approval by shareholders at the Annual General Meeting and has not been included  
as a liability in these financial statements.
25 Contingent liabilities
Contingent consideration
Various contingent consideration payments have been deemed probable at 31 December 2011 totalling £0.1m (2010: £0.3m).  
As such, management has booked a liability for these liabilities. The fair value of contingent consideration is accrued once  
it is probable that all the conditions for payment will be met.
Guarantees
Cross guarantees exist in respect of bank loans and overdrafts between some of the Group companies. Guarantees and 
contingencies exist in the ordinary course of business.
Headway penalty
As part of the acquisition of Headway in 2007, Empresaria Holding Deutschland GmbH (a subsidiary of the Company) signed  
a put and call option agreement in order to buy the residual shareholdings at a future date. Per the terms of this agreement,  
if certain call options are not exercised then a penalty will be due from Empresaria Holding Deutschland GmbH to the other 
shareholders. During 2008, one of the minority shareholders exited the business and thereby waived his rights to any future 
payment under the put and call option. In March 2012 an agreement was made with the remaining minority shareholder to 
purchase one third of his 20% shareholding. Call options remain in place over the remaining 13.3% of minority shares, with 
the exercise period up to 31 January 2014.
The discounted value of the penalty is Euro 2.2 million (2010: Euro 2.2million). As at 31 December 2011, management assess 
that it is possible, but not probable, that a penalty may be payable under the terms of the put and call agreement. Therefore,  
no liability has been recognised for this amount.
26 Profit of parent company
As permitted by section 408 of the Companies Act 2006, retained earnings of the parent company are not presented as part  
of these financial statements. The parent Company’s loss for the financial year was £0.7m (2010: gain of £0.5m).
Notes to the consolidated financial statements
continued Financials
61 Empresaria Group plc 
Annual report and accounts 2011
 
27 Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on 
consolidation and are not disclosed in this note. These transactions include intra-group management charges and net interest 
charges to subsidiaries, which amounted to £1.9m (2010: £2.0m) and £0.4m (2010: £0.3m) respectively.
Remuneration of key management personnel
The remuneration of Directors, who are the key management personnel of the Group, is set out below in aggregate for each  
of the categories specified in IAS 24. Further information about the remuneration of individual Directors is provided in the 
audited part of the Directors’ remuneration report on page 34.
2011
£m
2010
£m
Short-term employee benefits 0.6 0.6
There were share based payment costs of £15,000 in the year (2010: nil) and pension contributions of £32,500 (2010: £28,050) 
but no other benefits in the year.
Directors’ transactions
Dividends totalling £46,274 (2010: £46,274) were paid in the year in respect of ordinary shares held by the Company’s Directors.
Empresaria Group plc transacted with 24/7 Translations Limited for the provision of translation services. Spencer Wreford, 
Group Finance Director, jointly owns this company with his wife. In total the services charged were for £700 (2010: £700).
28 Share based payments
The Company operates a share option scheme for Directors and senior executives. During the year options were granted as 
detailed below. No options were outstanding in the previous year. The options have a vesting period of approximately three 
years (up to 31 March 2015) and are forfeited if the employee leaves the Group before the options are exercised.
2011
Number of share 
options
2011
Weighted average 
exercise price (p)
Outstanding at beginning of year – – 
Granted during the year 1,220,000 – 
Outstanding at the end of the year 1,220,000 – 
None of the options were exercisable at 31 December 2011.
The options have a zero cost exercise price. The aggregate of the fair value of the options granted in the year is £194,000.  
In 2011 a total expense of £15,000 was recognised in the income statement. The fair value was estimated using a Black-Scholes 
model for the EPS element and a Monte Carlo model for the total shareholder return element. Details of the performance 
conditions can be found in the Directors’ remuneration report on page 33.
Share price at date of grant 25p
Weighted average exercise price Nil
Expected volatility 46.52%
Expected life 3.5 years
Risk-free rate 1.04%
Expected dividend yields 1.52%
The expected volatility is determined from the daily log normal distributions of the Company share price over a period equal  
to the expected holding period calculated back from the date of grant. The risk free rate was the zero coupon bond yield derived 
from UK government bonds at the date of grant, with a life equal to the expected holding period. 62 Empresaria Group plc 
Annual report and accounts 2011
 
Financials
29 Events after the balance sheet date
On 26 January 2012 the Group announced the acquisition of 14.5% of the shares in Bar 2 Limited, a UK based umbrella 
company servicing the recruitment industry, for cash consideration of £0.3m. This takes the Group’s ownership to 85.5%.  
The remaining minority shares will be acquired in 2014, with consideration based on the financial performance of Bar 2 
Limited in the three years ending 31 December 2013.
On 13 March 2012 the Group announced it had agreed to purchase 6.7% of the shares in Empresaria Deutschland GmbH  
(the holding company for the Headway operating companies) for Euro 1.3m. The call option agreements over the remaining 
13.3% of minority shares have also been amended to extend the exercise period up to the end of January 2014.
Notes to the consolidated financial statements
continued Financials
63 Empresaria Group plc 
Annual report and accounts 2011
 
We have audited the parent Company financial statements  
of Empresaria Group plc for the year ended 31 December 2011 
which comprise the parent Company balance sheet and the 
related notes 1 to 11. The financial reporting framework that 
has been applied in their preparation is applicable law and 
United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice).
 
This report is made solely to the Company’s members,  
as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken so 
that we might state to the Company’s members those matters 
we are required to state to them in an auditor’s report and for 
no other purpose. To the fullest extent permitted by law, we 
do not accept or assume responsibility to anyone other than 
the Company and the Company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed.
 
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ responsibilities 
statement, the Directors are responsible for the preparation  
of the parent Company financial statements and for being 
satisfied that they give a true and fair view. Our responsibility 
is to audit and express an opinion on the parent Company 
financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors.
 
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts  
and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are  
free from material misstatement, whether caused by fraud  
or error. This includes an assessment of: whether the 
accounting policies are appropriate to the parent Company’s 
circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant 
accounting estimates made by the Directors; and the overall 
presentation of the financial statements. In addition, we read  
all the financial and non-financial information in the annual  
report to identify material inconsistencies with the audited  
financial statements. If we become aware of any apparent 
material misstatements or inconsistencies we consider the 
implications for our report.
 
Opinion on financial statements
In our opinion the parent Company financial statements:
•  give a true and fair view of the state of the Company’s 
affairs as at 31 December 2011 and its loss for the year  
then ended;
•  have been properly prepared in accordance with United 
Kingdom Generally Accepted Accounting Practice; and
•  have been prepared in accordance with the requirements  
of the Companies Act 2006.
 
Opinion on other matter prescribed by the Companies  
Act 2006
In our opinion:
•  the information given in the Directors’ report for the 
financial year for which the financial statements are 
prepared is consistent with the parent Company  
financial statements.
 
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us 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 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.
 
Other matters
We have reported separately on the Group financial 
statements of Empresaria Group plc  for the year ended  
31 December 2011. 
 
 
Ian Smith (Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Crawley, United Kingdom
20 March 2012
Financials
Independent auditor’s report to the members  
of Empresaria Group plc 64 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
Note
2011
£m
2010
£m
Non-current assets
Tangible assets 5 0.2 0.2 
Investments 6 28.6 29.2 
Call option asset 0.3 0.9 
29.1 30.3 
Current assets
Debtors (including amounts falling due after more than one year of £8.9m (2010: £2.4m)) 7 17.8 17.7 
Cash at bank 2.3 0.1 
Creditors: amounts falling due within one year 8 (19.3) (18.8)
Net current assets 0.8 (1.0)
Total assets less current liabilities 29.9 29.3 
Creditors: amounts falling due after more than one year 9 (5.2) (3.9)
Put option liability – (0.1)
Net assets 24.7 25.3 
Capital and reserves
Called up share capital 10, 11 2.2 2.2 
Share premium account 10 19.4 19.4 
Other reserves 10 1.5 1.5 
Option reserves 10 0.8 0.4 
Profit and loss account 10 0.8 1.8 
Shareholders' funds 10 24.7 25.3 
These financial statements of Empresaria Group plc (Company registration number 03743194) were approved by the Board  
of Directors and authorised for issue on 20 March 2012.
Signed on behalf of the Board of Directors 
 
Joost Kreulen Spencer Wreford
Director Director
Parent Company balance sheet Financials
65 Empresaria Group plc 
Annual report and accounts 2011
 
1 Basis of preparation and significant accounting policies
The financial statements are for the twelve months ended  
31 December 2011. They have been prepared in accordance 
with applicable United Kingdom accounting standards.  
The financial statements have been prepared under the 
historical cost convention. 
These financial statements are presented in Pounds  
Sterling (£), which is also the functional currency of the 
parent Company.
The accounting policies have been applied consistently  
throughout the period for the purposes of preparation  
of these financial statements. 
Going concern
Details of going concern are given in note 1 to the  
Group accounts.
Foreign currencies
(i) Monetary assets and liabilities 
Monetary assets and liabilities in foreign currencies are 
translated into Sterling at the rates ruling at the year end. 
Exchange rate differences are dealt with through the  
income statement.
(ii) Hedges of net investments in foreign operations
Any gain or loss on the hedging instrument relating to the 
effective portion of net investment hedge is recognised in 
equity in the foreign currency translation reserve. The gain  
or loss relating to the ineffective portion is recognised 
immediately in the income statement. Gain and losses 
deferred in the foreign currency translation reserve  
are reclassified to profit or loss on disposal of the  
foreign operation.
Tangible fixed assets
Depreciation is provided on cost in equal annual instalments 
over the estimated useful lives of the assets. The rates of 
depreciation are as follows:
Fixtures, fittings and equipment: between one and five years.
Investments
Investments held as fixed assets are stated at cost less 
provision for any impairment in value.
Fixed asset investments
The Company’s investments in shares in Group companies 
are stated at cost less provisions for impairment. Any 
impairment is charged to the income statement as it arises.
Leases 
Assets obtained under finance leases and hire purchase 
contracts are capitalised at their fair value on acquisition  
and depreciated over their estimated useful lives. The  
finance charges are allocated over the period of the lease  
in proportion to the capital element outstanding.
Operating lease rentals are charged to income in equal 
annual amounts over the lease term. 
Pension costs
Pension costs are charged to the income statement and solely  
relate to contributions made to staff personal pension 
schemes. Contributions to the scheme are charged to the 
income statement as they become due for payment. 
Equity instruments
Equity instruments issued by the Company are recorded  
at the proceeds received, net of direct issue costs. 
2 Profit for the year
As permitted by section 408 of the Companies Act 2006 the 
Company has elected not to present its own income statement 
for the year. The Company reported a loss after tax for the 
financial year ended 31 December 2011 of £0.7m (2010: Profit 
after tax of £0.5m).
Financials
Notes to the parent Company financial statements 66 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
3   Directors and employees
2011
£m
2010
£m
Staff costs 
Wages and salaries 1.5 1.2
Social security costs 0.1 0.1 
1.6 1.3
2011
No.
2010
No.
Average monthly number of persons employed (including directors) 14 11
Pension contributions made in the year were £34,416 (2010: £30,294).
Details of directors’ remuneration are given in note 8 to the Group accounts.
4  Dividends
During 2011 Empresaria Group plc paid a dividend of £0.2m to its equity shareholders (2010: £0.2m). This amounted to  
0.35 pence per ordinary share (2010: 0.35 pence).
A final dividend is proposed for the year ended 31 December 2011 of 0.35 pence per ordinary share (2011: 0.35 pence).  
The proposed dividend is subject to approval by shareholders at the Annual General Meeting and has not been included  
as a liability in these financial statements. If approved, the dividend will be paid on 16 July 2012 to members registered  
on 15 June 2012.
5  Property, plant and equipment 
The following table shows the significant additions and disposals of property, plant and equipment.
Cost
Fixtures, 
fittings and 
equipment
£m
At 1 January 2011 0.4
Additions 0.1
At 31 December 2011 0.5
Accumulated depreciation
At 1 January 2011 0.2
Charge for the year 0.1
At 31 December 2011 0.3
Net book value
At 31 December 2011 0.2
At 31 December 2010 0.2
Notes to the parent Company financial statements
continued Financials
67 Empresaria Group plc 
Annual report and accounts 2011
 
6  Investments held as fixed assets
Loans to 
subsidiary 
undertakings
£m
Shares in 
subsidiary  
undertakings
£m
Total
£m
Cost
At 1 January 2011 6.8 28.3 35.1
Disposals – (0.6) (0.6)
At 31 December 2011 6.8 27.7 34.5
Impairment
At 1 January 2011 – 5.9 5.9
At 31 December 2011 0.0 5.9 5.9
Net book value
As 31 December 2011 6.8 21.8 28.6
At 31 December 2010 6.8 22.4 29.2
Any exchange movement in the loans to subsidiary undertakings is recognised in other reserves as the receivable is treated  
as a net investment in foreign operations.
Investments comprise of the following principal subsidiary companies:
Class of share held % Country of Incorporation
Bar 2 Limited* "A & B" Ordinary 71 UK
FastTrack Management Services (London) Limited* "A" Ordinary 94 UK
Greycoat Placements Limited* Ordinary 100 UK
LMA Recruitment Limited* "A" Ordinary 63 UK
McCall Limited* "A & B" Ordinary 79 UK
The Recruitment Business Limited* "A" Ordinary 79 UK
Headway Holding GmbH Ordinary 80 Germany
Interactive Manpower Solutions Private Limited* Equity Share 71 India
Mediradix Oy* Ordinary 60 Finland
Learning Resources Shares 51 Indonesia
Marketing y Promociones S.A. ‘Alternattiva’ Common 56 Chile
Monroe Consulting Group
Shares 90 Indonesia
Skillhouse Staffing Solutions K.K. Ordinary 90 Japan
The Recruitment Business Pty Limited Ordinary 79 Australia
*  These companies are directly held by Empresaria Group plc. The remaining investments are indirectly held. The percentage 
shown is as at 31 December 2011.
The nature of each investment is the provision of staffing services and each entity operates in its country of incorporation.
7  Debtors 
2011
£m
2010
£m
Amounts owed by Group undertakings (including amounts  
 falling due after more than one year of £8.9m (2010: £2.4m)) 16.7 16.0
Other debtors 0.4 1.2
Prepayments and accrued income 0.7 0.5
17.8 17.7 68 Empresaria Group plc 
Annual report and accounts 2011
Financials
 
8  Creditors: amounts falling due within one year
2011
£m
2010
£m
Bank overdraft and loans due within one year 15.6 16.8
Trade creditors 0.1 0.1
Amounts owed to subsidiary undertakings 3.0 1.0
Deferred consideration and other creditors 0.1 0.2
Accruals 0.5 0.7
19.3 18.8
Other creditors include a finance lease of £3,821 (2010: £25,851).
9  Creditors: amounts falling due after more than one year
2011
£m
2010
£m
Loan from subsidiary undertakings 3.2 3.6
Bank loans 2.0  0.3 
5.2 3.9
The bank loans include a revolving credit facility and two term loans which expire in 2013 and 2016 respectively. The bank 
loans are secured by a first fixed charge over all book and other debts given by the Company and certain subsidiaries. Interest 
rates vary over the term of the loan. In 2011, interest was payable at between 1.25% and 2.375% over base rate on the term 
loans, and between 1.75% and 2.375% over LIBOR on the revolving credit facility.
2011
£m
2010
£m
Bank loans
Repayable within one year 7.1 8.0
Repayable between one and two years 0.7 0.2
Repayable between two and five years 1.3 0.1
9.1 8.3
10  Reconciliation of movements in shareholders’ funds   
2011
Share 
capital
£m
2011
Share
 premium
£m
2011
Other 
reserve
£m
2011
Option
 reserve
£m
2011
Profit and 
loss 
account
£m
2011
Total
shareholders’
funds
£m
2010
Total
shareholders’
 funds
£m
Profit/(loss) for the financial year – – – – (0.7) (0.7) 0.5 
Dividend paid – – – – (0.2) (0.2) (0.2)
Movement in put option – – – 0.4 (0.1) 0.3 – 
Net (reduction)/addition to   
 shareholders’ funds – – – 0.4 (1.0) (0.6) 0.3 
Opening shareholders’ funds 2.2 19.4 1.5 0.4 1.8 25.3 24.9 
Closing shareholders’ funds 2.2 19.4 1.5 0.8 0.8 24.7 25.3 
Loss for the year after tax was £0.7m (2010: profit for the year after tax £0.5m).
11  Called up share capital
Number 
of shares
2011
£m
Number 
of shares
2010
£m
Allotted and fully paid
Ordinary shares of 5p each 44,562,847 2.2 44,562,847 2.2 
The Company has one class of ordinary share which carries no rights to fixed income. All ordinary shares are entitled to 
receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.  
All shares rank equally with regard to the Company’s residual assets.
During the year ended 31 December 2011 no ordinary shares were issued (2010: no ordinary shares were issued).
Notes to the parent Company financial statements
continued This report has been printed to environmental 
management system ISO 14001 standards by 
a printer which is Forest Stewardship Council 
(FSC) chain of custody-certified. All inks used are 
vegetable-based. This paper is environmentally 
friendly ECF (elemental chlorine-free) and wood-free 
with a great proportion of the raw material used being 
the by-product from other production processes i.e. 
saw mill waste and waste which results from forest 
thinning. The mill is fully FSC-certified. The paper 
is also completely bio-degradable and recyclable.
 
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Overview
About Empresaria
Contents 
Overview
01 Highlights
02 At a glance
04 Chairman’s statement
 
Business review
06 Our strategy
08 Key performance indicators
10 Chief Executive Officer’s business review
17 Finance review
21 Corporate social responsibility
 
Governance
22 Board of Directors
24 Directors’ report
26  Directors’ responsibilities statement 
27 Corporate governance statement
30 Audit committee report
32 Directors’ remuneration report
35  Independent auditor’s report to the members 
of Empresaria Group plc
 
Financials
36 Consolidated income statement
37  Consolidated statement of  
comprehensive income
38 Consolidated balance sheet
39  Consolidated statement of changes  
in equity
40 Consolidated cash flow statement
41  Notes to the consolidated financial 
statements
63  Independent auditor’s report to the  
members of Empresaria Group plc
64 Parent Company balance sheet
65  Notes to the parent Company  
financial statements 
IBC Officers and professional advisers
Empresaria is an international specialist 
staffing group. Our companies, each 
specialising in specific markets or 
services, operate across the world with 
representation in 19 countries through  
over 100 offices. Our service capabilities 
include temporary and permanent 
recruitment, Recruitment Process 
Outsourcing, HR consulting and  
corporate training.
The strategy of the Group is to develop a diversified multi-sector 
specialist staffing business, balanced in terms of sectors and 
geographies, with a focus on high-growth markets. The Group 
operates through sector-specific brands, with each brand 
positioned and developed to be a specialist in its own field. 
The Group applies a philosophy of management equity to align 
the interests of shareholders and key management through  
the sharing of risk and reward by way of equity participation. 
Group structure is decentralised with local management 
retaining operational autonomy and responsibility and with 
central functions focussing on financial planning and control, 
Group strategic development and administration.
Overview of performance
2011** 2010** 2009 2008 2007
Revenue (£m) 208.9 206.8 190.5 207.7 147.8
Gross profit (£m) 46.9 46.5 40.6 51.5 42.4
Profit/(loss) before tax (£m) 1.9 6.5 (1.5) 1.3 6.0
Adjusted profit before tax (£m)* 4.5 6.6 3.5 6.4 6.2
Operating profit/(loss) (£m) 2.8 7.2 (1.0) 2.4 6.7
Adjusted operating profit (£m)* 5.3 7.4 4.3 7.5 6.9
(Loss)/earnings per share (pence) (0.4) 7.0 (11.6) (4.8) 8.4
Adjusted earnings per share (pence)* 4.0 6.2 3.1 8.6 9.2
Proposed dividend per share (pence) 0.35 0.35 0.35 0.35 0.55
* Figures based on underlying profits excluding amortisation of intangible assets, movements on put and call options and any exceptional items. See 
reconciliation in note 11.
** The figures for 2011 and 2010 exclude the results from discontinued operations (see note 6 for details).
Officers and professional advisers
Directors
Joost Kreulen
Spencer Wreford
Anthony Martin
Penny Freer
Zach Miles
Miles Hunt
Secretary
Anne-Marie Clarke
Registered office
Old Church House
Sandy Lane
Crawley Down
Crawley
West Sussex
RH10 4HS
Company registration number
03743194
NOMAD (financial adviser)
Altium Capital Limited
30 St James’s Square
London
SW1Y 4AL
NOMAD (broker)
Allenby Capital
Claridge House
32 Davies Street
London
W1K 4ND
Solicitors
Osborne Clark
2 Temple Back East
Temple Quay
Bristol
BS1 6EG
Bankers
HSBC plc
West & Wales Corporate Banking
3 Rivergate
Temple Quay
Bristol
BS1 6ER
Independent auditor
Deloitte LLP
London Gatwick office
Global House
High Street
Crawley
West Sussex
RH10 1DL
Registrars
Capita Registars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire
HD8 0GA
C002226
From well-
managed forests
100% C002226
From well-
managed forests
100%
C002226
From well-
managed forests
100% C002226
From well-
managed forests
100%
FSC-STD-50-001_V1-2_Certificate_Holder_Trademark_Requirements
C002226
From responsible
sources
MIX C002226
From responsible
sources
MIX
C002226
From responsible
sources
MIX TT-COC-002228
From responsible
sources
MIX
osier  version
Royles Empresaria Group plc
Old Church House
Sandy Lane
Crawley Down
Crawley
West Sussex
RH10 4HS
Tel: +44 (0) 1342 711 430
Fax: +44 (0) 1342 711 449
Email: info@empresaria.com
www.empresaria.com
Empresaria Group plc
Annual report and accounts 2011
International 
Specialist  
Staffing 
Empresaria Group plc Annual report and accounts 2011