report  accounts 2009
sthree plc   report  accounts 2009 executive directors
russell clements
gary elden
alex smith
sunil wickremeratne
non executive directors
sir anthony cleaver
paul bowtell
alicja lesniak
t ony ward
nadhim zahawi
secretary and registered office
steve hornbuckle
4144 great windmill street
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sthree plc
company information and corporate advisers inside front cover company information and corporate advisers
 1  board of directors and secretary
 3 chairman’s statement
 5 financial highlights
 6 chief executive officer’s review
 9 chief financial officer’s review
11 directors’ report
19 directors’ remuneration report
27 corporate governance report
37 corporate social responsibility report
42 independent auditors’ report
44 consolidated income statement
45 balance sheets consolidated and company
46 consolidated statement of changes in equity
47 company statement of changes in equity
48 cash flow statements consolidated and company
49 notes to the financial statements
99 five year financial summary
inside back cover shareholder information
sthree plc
contents sthree plc 1
board of directors and secretary
report  accounts 2009
the board brings together a wealth of experience across differing sectors and businesses on an international basis most 
importantly they share a passion for the business and the outstanding opportunities ahead
chairman retires at the annual general meeting on 23 april 2010 
sir anthony cleaver has served as sthree’s nonexecutive chairman since july 2000 and sits on the sthree nomination committee he spent the 
majority of his career with ibm where he served as european vicepresident of marketing and chairman and chief executive in the united kingdom 
sir anthony has also served as chairman of the nuclear decommissioning authority ix europe plc united kingdom atomic energy authority 
aea t echnology plc general cable plc and the medical research council and as a nonexecutive director of general accident lockheed martin 
uk limited and smith  nephew plc he currently serves as chairman of engineeringuk and novia financial plc sir anthony was president of the 
chartered management institute
chief executive officer 
russell clements has served as sthree’s chief executive officer since 2004 having previously held the position of deputy chief executive officer 
since 2001 he worked for vnu business publications before joining computer futures in 1986 shortly after its inception as the group’s second 
employee he subsequently served as sales director and managing director of computer futures russell holds a degree in government from the 
university of essex and is also a graduate of the advanced management program at the wharton business school university of pennsylvania he is 
former chairman of the association of professional staffing companies apsco
chief financial officer 
alex smith joined sthree in may 2008 having held a number of senior financial and operational roles in the leisure and retail sectors most recently 
he held the position of integration finance director at tui t ravel plc prior to this he was finance director of first choice’s uk mainstream business 
at wh smith plc as managing director of its t ravel retail business and held senior financial roles at t ravelodge and forte plc alex has a degree in 
economics from durham university and is an associate of the institute of chartered accountants in england  wales
sir anthony cleaver
 
russell clements 
alex smith  
chief operating officer 
sunil wickremeratne has served as sthree’s chief operating officer since 2004 having previously been managing director of progressive after 
working for vnu business publications he joined computer futures in 1988 and subsequently established progressive in 1990 pathway in 1997 and 
real it resourcing now real staffing group in 1998 sunil holds a degree in economics from university college london
sunil wickremeratne 
chief development officer  
gary elden was appointed to the board in july 2008 having been with the group since 1990 when he joined computer futures he has held a 
number of senior positions including that of founding managing director of huxley associates in his role as chief development officer he has 
special responsibility for the expansion of the group’s international operations and nonict disciplines
gary elden  sthree plc 2
nonexecutive director  
nadhim zahawi was appointed to the sthree board and to the remuneration and audit committees in may 2008 nadhim is ceo and cofounder 
of yougov plc a leading international online market research agency he was previously european marketing director at smith  brooks with 
responsibility for marketing brands such as warner bros disney and barbie after stepping down as a councillor for the london borough of 
wandsworth a post he had held since 1994 in which he worked on publicsector consultation planning social services and research within local 
government nadhim was previously a director at allen hinckley the property rights licensing group marketing director at global inc a supplier to 
major retailers and a conservative party candidate in the 1997 general election nadhim is a patron of the genesis initiative and peace one day
nonexecutive director senior independent nonexecutive director  
tony ward obe was appointed to the sthree board board in august 2006 and to the sthree remuneration and nomination committees in october 
2006 t ony currently chairs the remuneration committee and has over thirty years experience in a variety of senior executive roles with blue chip 
companies including baa plc kingfisher plc and grand metropolitan group plc he joined baa in 1997 as group hr director and was services director 
from 1999 until march 2007 being responsible for activities including it  security rail and airside operations t ony was a board director of baa plc 
between november 1999 and july 2006 t ony is a nonexecutive director of the ocs group limited and an advisor to manchester square partners 
llp a fellow of the chartered institute of personnel development a former deputy chairman of the commission for racial equality and a graduate 
of the university of leeds
company secretary  
steve hornbuckle was appointed to the role in october 2006 steve has over twenty years’ company secretarial experience having held deputy 
and assistant secretary positions within a variety of listed companies including intertek group plc bpb plc kidde plc railtrack group plc london  
manchester group plc and english china clays plc steve is a fellow of the institute of chartered secretaries
tony ward
 
board of directors and secretary
report  accounts 2009 continued
nadhim zahawi
steve hornbuckle 
nonexecutive director  
paul bowtell was appointed to the sthree board and as chairman of the sthree audit committee in november 2007 and nomination committee 
in april 2008 and is currently chief financial officer of tui t ravel plc paul has extensive experience gained from senior finance roles in a variety of 
companies including first choice holidays plc and british gas a subsidiary of centrica plc where he was appointed finance director in 2002 prior 
to that paul was with wh smith plc where he held a number of corporate centre roles before becoming finance director of the uk retail business 
as well as senior tax roles at forte and arthur andersen paul is an associate of the institute of chartered accountants in england  wales
paul bowtell
nonexecutive director   
alicja lesniak was appointed to the sthree board in may 2006 to the sthree audit committee in july 2006 the remuneration committee 
in february 2008 and the nomination committee in april 2008 alicja is currently a nonexecutive director of dtz holdings plc and was until 
30 september 2009 cfo of aegis plc and has over thirty years experience in fast moving service businesses in the latter twenty years holding 
senior financial and managerial roles within the advertisingmedia sector including seven years with bbdo worldwide latterly as chief financial 
officer for bbdo emea and seven years at wpp group plc where she held positions as chief financial officer for ogilvy  mather worldwide 
and managing director of j walter thompson in the uk prior to joining the advertising sector she held senior management positions with arthur 
andersen  co having originally qualified as a chartered accountant with them in 1976 alicja is a fellow of the institute of chartered accountants in 
england  wales and holds a degree in mathematics from imperial college
alicja lesniak sthree plc 3
in my fifth and sadly final annual 
report as chairman i am very pleased 
to say that given the economic 
uncertainty which continued 
throughout 2009 the group was able 
to achieve a very good set of results 
building on the strengths of our 
strategy business model and market 
position this meant that despite 
challenging market conditions we 
were able to find areas of growth in 
order to benefit our stakeholders 
in this respect i would like to take 
the opportunity to thank all those 
shareholders who have stuck with the 
company through these more recent 
difficult times many of whom are 
employees
while our primary business focus 
in the year was to consolidate we 
have also pursued niche growth 
opportunities wherever possible this 
has naturally led to an even more 
diversified business both in terms 
of geographic and sector spread 
which will enable us to optimise our 
performance as the market improves 
in fact our nonuk gross profit now 
represents 55 of the group’s gross 
profit 2008 45
as a result of the continued global 
uncertainty revenue for the year 
decreased by 178 to £5194m 2008 
£6315m while gross profit ‘net fee 
income’ for the year decreased by 
218 to £1712m 2008 £2189m 
profit before tax and exceptional items 
amounted to £180m 2008 £560m 
a reduction of 679 although this 
was in line with both the board’s 
and market expectations once again 
reflecting the resilience and quality 
within the group’s management 
teams at all levels this result was 
particularly commendable given 
the reduction in headcount and 
restructuring of brands which took 
place in the year
our net cash balance at the year
end including term investments 
stood at £485m 2008 £246m 
while we also further reduced our 
average days’ sales outstanding from 
43 days in 2008 to 37 days in 2009 
along with our improved enterprise 
risk management ‘erm’ processes 
which we continue to roll out across 
our business these are measures 
which clearly demonstrate our solid 
stewardship and which position the 
group exceptionally well as we begin 
to see some very early signs of growth 
in certain markets and sectors
our tried and tested strategy 
remains primarily to focus on 
pursuing organic growth through 
continued development of the 
group’s wellestablished information 
communication and t echnology 
‘ict’ staffing business while also 
increasing the group’s revenues from 
other sectors and countries our 
business model continues to prioritise 
high quality over high volume and 
seeks to optimise the superior 
margins we consistently achieve as 
a consequence of this approach the 
multibrand strategy we operate and 
our highly diversified client base will 
as ever be crucial in achieving this 
goal and we believe that all sthree 
businesses have scope for significant 
further growth 
as always we remain openminded 
with regard to the launch of new 
ventures continuing to back our own 
entrepreneurial talent and utilise the 
established minoritystakes model 
where appropriate in order to expand 
beyond our existing bases in the uk 
continental europe usa asiapacific 
and the middle east as we move into 
2010 and beyond
like 2009 2010 will be an extremely 
challenging year as we invest 
in our business in order to take 
full advantage of any economic 
improvements when they occur 
nevertheless we take confidence 
from the group’s long track record 
of success to date and look forward 
to seeing the achievements of this 
year acting as a platform for further 
progress as we move forward
the board has declared a second 
interim dividend of 80p per share in 
place of the final dividend bringing 
the total dividend for the year to 120p 
per share 2008 120p the second 
interim dividend will be paid on 31 
march 2010 to those shareholders on 
the register as at 26 february 2010 
this follows the interim dividend of 
40p 2008 40p per share declared 
earlier in the year and paid on 4 
december 2009 a detailed review 
of our trading and results is provided 
within the chief executive officer’s 
and chief financial officer’s reviews 
during the year we have also 
continued to improve our reporting 
on remuneration governance and 
corporate social responsibility 
‘csr’ issues wherever we can to 
accommodate best practice and 
investor requirements in particular 
our csr report illustrates how we 
have further embedded our csr 
strategy within the business and we 
will continue to expand these areas as 
the business moves forward 
chairman’s statement
report  accounts 2009 sthree plc 4
the sthree business is built on an 
absolute focus on delivering high 
quality and timely permanent and 
contract specialist staffing services to 
our clients it remains therefore first 
and foremost a people business and it 
is only as a direct result of the talent 
and dedication of our people that 
we are able to continue to post such 
resilient results at the year end the 
group employed a total of 1597 people 
worldwide and although this number 
decreased from 2274 at the prior 
year end we have a clear strategy to 
grow this significantly over the next 
five years particularly outside the 
uk i would therefore like to thank all 
our employees across the world once 
again for their contribution during the 
year many of them have been with 
the group from its inception in 1986 
some of these individuals are featured 
in the front half of this annual report 
which shows highlights from the 
group’s 2009 annual management 
conference
as mentioned earlier this is sadly my 
final statement as chairman and the 
board is well advanced in recruiting a 
successor it has been a great privilege 
to have chaired the company for the 
past 10 years and to have worked with 
the executive team and the board 
in creating a highly successful and 
diversified international group
while our business will ultimately 
depend on the overall strength of the 
worldwide economy we believe that 
our prospects for further growth and 
success remain excellent and while 
we enter the newyear with a realistic 
view of what lies ahead we have 
great confidence in the quality of the 
business and the opportunities to be 
taken
sir anthony cleaver 
chairman
29 january 2010
chairman’s statement continued
report  accounts 2009 sthree plc 5
financial highlights 
year ended 29 november 2009
“the group now has a broader geographical base and addresses a more diverse 
range of sectors than ever before  our seasoned management team has used 
the challenging circumstances to make positive changes in many areas of the 
business  although by no means yet close to fully recovered the market is 
showing some positive signs  as such we look forward to 2010 with a pragmatic 
but positive mindset”
  2009 2008 change
revenue £5194m £6315m 178
gross profit £1712m £2189m 218
operating profit £180m £568m 683
profit before taxation £180m £560m 679
statutory profit before taxation £89m £541m 835
basic earnings per share 95p 299p 682
statutory basic earnings per share 40p 288p 861
proposed dividend 80p 80p –
t otal dividend 120p 120p –
  current year operating profit profit before taxation and eps are shown before exceptional charges of £91m before tax 
£65m after tax relating to a group restructuring 2008 £2m before tax £14m after tax in respect of the early close out 
of foreign exchange derivative transactions which were entered into in 2007
operational highlights
•
  a very good performance given the highly challenging market conditions 
•
  nonuk share of gross profit increased significantly to 55 2008 45 with trend expected to continue as the group 
becomes ever more international 
•
  new offices opened in düsseldorf hamburg stuttgart marseille and singapore and a second office added in frankfurt 
during 2009  second australian office perth and additional offices in munich and düsseldorf already opened in 
january 2010 with further openings in san francisco and delhi expected this year further international expansion in 
the pipeline
•
  permanent placements decreased by 408 to 6060 200810236 with average fees increased by 152 39 on a 
constant currency basis
•
  number of active contractors at year end decreased by 276 to 4157 2008 5745 with average gross profit per day 
rates up by 81 14 on a constant currency basis
•
  contract versus permanent mix of gross profit now 5842 in favour of contract providing the group with an excellent 
‘’cash hedge’’ in challenging market conditions
•
  continued sector diversification with nonict disciplines principally banking engineering finance and accountancy 
oil  gas and pharmaceuticals now representing 284 of total gross profit 2008 231
•
 692 of gross profit now derived from outside of the uk ict market 2008 592
•
  t otal group headcount at year end reduced by 298 to 1597 2008 2274 but up 60 from end third quarter as 
stabilising market conditions have supported selective hiring 
•
  year end net cash and term investments of £485m 2008 £246m reflecting continued strong cash generation with 
days sales outstanding at 37 days 2008 43 days
•
  maintained total dividend for the year reflecting strong group cash position and confidence in the strength of the 
sthree business model
•
  entered 2010 with most markets now stable or modestly improving sthree plc 6
overview
2009 was by any standards an 
extraordinary year and was without 
question one of the most difficult the 
group has faced in its twenty three 
year history the impact of the global 
crisis on demand for specialist staff 
was as tough if not worse than the 
dot com crash – in itself a slow down 
of historical severity and certainly the 
sternest test the group had faced up 
until that point 
the slowdown evident in the uk 
and us by q2 of 2008 was highly 
indicative that 2009 was likely to be 
a far more difficult market than the 
group had to deal with in some years 
normal levels of expectation either 
internal or external had quite clearly 
been overtaken by external events
nonetheless the extent and rapidity of 
the further decline seen in the early 
part of 2009 was striking in particular 
the group’s international businesses 
which had very largely showed 
remarkable robustness throughout 
2008 demonstrated that they were 
not immune to the impact of the 
global recession for its part the uk 
market demonstrated that although 
conditions were already bad they 
had the capacity to get substantially 
worse 
this then is the only context in which 
the group’s 2009 performance can 
be judged and if we bear in mind 
these unprecedented headwinds 
it is pleasing to say that the 2009 
sthree results can be characterised 
as a very commendable outcome in 
exceptionally difficult circumstances 
the fact that the group adapted 
to the exceptional conditions with 
outstanding levels of grit and 
determination is what we would 
expect the fact that we were also 
able to take further steps towards 
achieving our strategic goals gives 
a further perspective on what was 
achieved
financial outcome
inevitably given the circumstances 
the group saw a reduction in gross 
profit gp the 2009 gp figure of 
£1712m was 218 down on the prior 
year 2008 £2189m this converted 
to a profit before tax pbt of £180m 
2008 £560m down 679 before 
exceptional items post exceptional 
items pbt was £89m 2008 £541m 
down 835 on 2008 all exceptional 
items related to the restructuring 
exercise undertaken by the group in 
q2 2009
during the year the group continued 
to focus on maximising cash at 
the end of 2009 net cash including 
term investments almost doubled 
to £485m 2008 £246m 
approximately £120m of the 
improvement was attributable to 
the unwinding of working capital 
associated with the reduction in 
contract runners however the net 
cash position also reflected strong 
cash management with days sales 
outstanding dso’s improving to 37 
days 2008 43 days
the group’s strong and improving 
cash position combined with a 
high degree of confidence in the 
fundamental robustness of the 
group’s business model informed 
the decision to maintain the total 
2009 dividend at 120p 2008 120p 
although uncovered by earnings the 
board took the view that this level 
of payment was prudent being very 
comfortably covered by the level of 
cash available to the group
notwithstanding the fact that the 
group’s finances strengthened during 
the year and the group is cash rich 
and debt free steps were also taken 
to ensure that the group retains 
maximum financial flexibility a 
new 30 month banking facility was 
negotiated in october 2009 providing 
£20m of committed funds at highly 
competitive rates   
restructuring
by q1 of 2009 it had become evident 
that compared to q4 2008 the market 
had taken a further step downwards 
as a result group headcount was 
out of line with market demand and 
the business was  running at an 
approximately breakeven level  it 
was clear that the group needed 
to urgently address its cost base 
and restructure the business in line 
with a substantially reduced market 
opportunity
as a consequence group headcount 
was reduced by approximately 25 
in addition the group closed four 
offices and consolidated a number of 
others resulting in it exiting a total of 
eleven leases t ogether these actions 
incurred a one off exceptional charge 
of £91m which paid back within the 
financial year most significantly 
the actions taken successfully 
recalibrated the group’s overheads 
resulting in a commensurate and rapid 
return to profitability  
strategy
“high margin high value”
although 2009 offered no shortage 
of short term challenges and tactical 
difficulties the group did not lose 
sight of its mediumlong term 
priorities a notable example of the 
latter is the group’s commitment to 
its “high margin high value” model 
notwithstanding the fact that the 
market inevitably became more price 
sensitive during 2009 the group 
successfully resisted any downward 
pricing pressure which would 
chief executive officer’s review 
year ended 29 november 2009   sthree plc 7
otherwise have impacted the quality 
of the business executed
as a result the group’s overall 
contract margin actually improved 
to 221 2008 215 a noteworthy 
result in the circumstances in 
absolute terms the average gross 
profit per day rate gpdr increased 
to £8469 2008 £7830 this 
represents an 81 year on year 
increase on an externally reported 
basis or a 14 improvement on a 
constant currency basis
a similar theme was seen in the 
group’s permanent business but with 
a still stronger value performance the 
average permanent fee recorded in 
2009 was £11930 2008 £10355 up 
152 on an unadjusted basis or 39 
on a constant currency basis 
geographical expansion 
the group continued its successful 
strategy of geographical expansion 
opening six international offices 
during the year in addition to a further 
office in frankfurt new offices were 
rolled out in düsseldorf hamburg 
stuttgart marseilles and singapore 
the strong german theme of 2009 
office openings reflected the relative 
robustness of demand in the german 
specialist staffing market during the 
year which showed 28 growth 
however it is equally indicative of 
the outstanding long term growth 
potential of what is currently a very 
underdeveloped market 
the group ended the year with a 
total of 46 offices in 11 countries in 
aggregate group gp generated from 
outside of the uk was £942m 2008 
£974m although down 32 this 
contrasts starkly with the 641 year 
on year growth achieved in 2008 
nonetheless the non uk businesses 
still performed substantially better 
than the uk in the absence of any 
structural growth to mitigate the 
wider economic situation uk gp 
of £769m was down 367 2008 
£1216m 
as a consequence of the significant 
difference in relative performance 
the overall uknon uk business mix 
underwent a marked change during 
2009 the ratio was 5545 in favour 
of non uk gp compared with 4555 
in 2008 it is likely that this shift 
will prove permanent as the group 
becomes ever more international 
however the fact remains that the uk 
has consistently showed itself to be 
capable of very robust growth in more 
typical market conditions  
we remain convinced that a 
substantial opportunity exists to move 
the proven sthree model into an ever
wider range of international markets
in early 2010 the group launched its 
second australian office in perth and 
opened additional offices in munich 
and düsseldorf in the second half 
of the year we expect to open in 
san francisco and delhi additional 
international offices are in the pipeline 
subject to final approval and it is 
likely that the total for the year will be 
similar to the six that came on stream 
during 2009 
sector diversification 
in parallel with its greater 
geographical diversity in recent 
years the group has made significant 
progress in developing a meaningful 
presence outside of its traditional 
information communication and 
t echnology ‘ict’ or ‘it‘ franchise  it 
is worth clarifying that this metric 
is measured by the skillsets of the 
candidates the group places rather 
than the nature of the business of the 
client company by the latter metric 
the group has only a 21 exposure to 
the it industry per se 
the major non it segments for the 
group are banking engineering 
finance and accountancy oil  gas 
and pharmaceuticals the group also 
has a smaller presence in hr and 
sales  marketing in aggregate these 
niches accounted for £485m of gp 
in 2009 2008 £505m although 
this was modestly down by 38 on 
the prior year the non it franchises 
represented 284 of total group gp 
compared to 231 in the previous 
year the generally more competitive 
it market performed less robustly 
with 2009 gp of £1226m 2008 
£1685m down 272
although it showed definite signs 
of improvement in the latter part of 
2009 the banking market remained 
by normal standards very subdued 
and when taking the year as a whole 
was weak given that historically the 
group’s largest non it sector has been 
banking the positive momentum seen 
more recently is an encouraging trend 
particularly given that the group now 
has a presence in most of the world’s 
major financial centres  
chief executive officer’s review 
year ended 29 november 2009    continued sthree plc 8
contractpermanent business 
mix
it is an accepted feature of the 
specialist staffing market that 
temporary hiring tends to be more 
robust in a downturn therefore 
it is unsurprising that a shift in 
this direction that started in 2008 
continued throughout 2009 during 
the year the group made a total 
of 6060 permanent placements 
2008 10236 a reduction of 408 
it is pleasing to reiterate that this 
significant decline in volume was not 
accompanied by a commensurate 
decline in quality but an improvement 
in the average placement fee 
achieved  
the number of contract runners at the 
end of 2009 was 4157 2008 5745 
representing a reduction of 276 
illustrating the relatively better health 
of the temporary sector as with the 
permanent market the average value 
of each contractor improved the net 
effect of the above was that contract 
gp represented 58 of the group’s 
total in 2009 compared with 52 
of gp for 2008 however as market 
conditions improve and the recent 
trends favouring contract normalise 
the group’s permanent gp will 
once again become an increasingly 
significant part of the mix  
headcount 
the group ended 2009 with a total of 
1597 staff 2008 2274 a reduction 
of 298 on the prior year clearly 
the large part of this reduction was 
attributable to the rightsizing exercise 
undertaken in q2 of 2009 which saw 
approximately 25 of the group’s staff 
exit the business
in 2008 normal natural attrition 
aided by the group’s remuneration 
strategy was enough to ensure that 
the size of sales teams flexed in line 
with changes in market conditions 
however as discussed above in the 
substantially worse market of early 
2009 it was agreed necessary to take 
a more proactive approach
following this exercise the group’s 
approach was to broadly maintain 
the postrightsizing staffing levels 
and little active hiringreplacement 
was undertaken until some signs 
of improvement in certain markets 
were detected later in the year as 
a consequence of the latter the q4 
headcount was up sequentially on 
q3 and the group is now selectively 
growing headcount where 
appropriate
it is worth noting that one of the key 
strengths of the group is significant 
flexibility in terms of headcount 
staffing levels can be reduced 
aggressively if needed but by the 
same token can be rebuilt almost 
equally quickly indeed the level of 
staff reduction seen in 2009 is not 
unprecedented being comparable 
in percentage terms to the 200203 
downturn as the market recovered 
the group was able to rebuild its 
teams and took full advantage of the 
upturn  
outlook
the experience of 2009 clearly 
demonstrates the risk inherent in 
attempting to predict market trends 
although we began the last year with 
“our eyes open and mindful of the 
risks and challenges” the market 
we actually faced was of an order of 
magnitude more difficult still 
t owards the end of the year there 
were signs that certain markets were 
improving and that others were at 
the least stable and so far this has 
continued into 2010 compared with 
what the group has been used to in 
recent times this was a welcome 
positive trend which was reflected 
in the group’s return to headcount 
growth whilst there are indications 
that confidence is gradually returning 
to the market and this above all else 
is what is needed for a full recovery 
to gain traction it remains true that in 
overall terms market conditions have 
yet to recover to anything close to 
normal
market conditions like those the 
group faced in 2009 have a creative 
dimension they force an in depth 
and uncompromising assessment of 
all aspects of the business as a result 
changes are made some of which are 
overdue and would be more difficult to 
envisage and execute in more benign 
times moreover many individuals 
who have not previously been tested 
to the same degree mature as a result 
of their experiences given that the 
group also has a broader geographical 
base and a more diverse range of 
sectors than ever before we look 
forward to 2010 with a pragmatic but 
positive mindset 
russell clements
chief executive officer
29 january 2010
chief executive officer’s review 
year ended 29 november 2009    continued sthree plc 9
chief financial officer’s review 
year ended 29 november 2009 
revenue for the year decreased by 
178 to £5194m 2008 £6315m 
gross profit for the year decreased 
by 218 to £1712m 2008 £2189m 
representing a group gross profit 
margin of 330 2008 347 the 
group gross profit margin reduced as 
a result of the remix in business from 
permanent which represented 48 of 
gross profit in 2008 to 42 in 2009 
permanent revenues are accounted 
for at 100 gross margin whereas 
contract gross profit is shown after 
the associated cost of sale as the 
contract margin improved year on 
year to 221 from 215 in 2008 
the reduction in group gross margin 
is driven by a permanentcontract 
mix effect and not by a weakness in 
underlying margin discipline
administration expenses before 
exceptional items decreased by 55 
to £1532m 2008 £1621m primarily 
driven by the reduced number of 
staff and savings on the exit of 
certain leases on 15 april the group 
announced a restructuring of the 
business in line with the markedly 
reduced market opportunity and an 
exceptional charge of £91m has been 
recognised as a result the group’s 
preexceptional conversion ratio pre
exceptional operating profit divided by 
gross profit fell to 105 2008 259
group headcount was 1597 at 
29 november 2009 down 298 on 
the opening headcount at 1 december 
2008 of 2274 average total headcount 
for the year was 1841 2008 2157 
as a result of the restructuring and 
natural attrition in the year
profit before tax and exceptional items 
amounted to £180m 2008 £560m 
a reduction of 679 whilst profit 
before tax after exceptional items 
reduced by 835 to £89m 2008 
£541m
t axation on profit before exceptional 
items was £55m 2008 £168m 
representing an effective tax rate of 
31 2008 30 the slight increase 
in the effective tax rate was driven 
by a remix of the business towards 
jurisdictions with higher tax rates 
based on the current structure of 
the group and existing local taxation 
rates and legislation it is expected 
that the underlying effective tax rate 
will remain at around this level the 
group’s effective cash tax rate was 
250 2008 264 reflecting the 
relatively higher schedule 23 tax 
benefit re share options compared to 
the previous year
basic earnings per share before 
exceptional items were 95p 2008 
299p down 682 this was driven 
by a reduction in profit before taxation 
before exceptional items of 679 
the marginally higher effective tax 
rate of 31 2008 30 a reduction 
in the minority charge to £12m 
2008 £20m and a reduction in the 
weighted average number of shares 
to 1187m 2008 1247m fully diluted 
earnings per share before exceptional 
items were 92p 2008 292p down 
685 basic earnings per share after 
exceptional items were 40p 2008 
288p down 861 fully diluted 
earnings per share after exceptional 
items were 39p 2008 281p down 
861
the board previously declared an 
interim dividend of 40p per share 
2008 40p the board has declared 
a second interim dividend of 80p per 
share in place of the final dividend 
bringing the total dividend for the 
year to 120p per share 2008 120p 
the second interim dividend will 
be paid on 31 march 2010 to those 
shareholders on the register as at 26 
february 2010
balance sheet
the group had net assets of £848m 
at 29 november 2009 2008 £906m 
net cash including term investments 
amounted to £485m 2008 £246m 
the improvement in our cash position 
reflecting the net impact of the 
profitability of the group the improved 
management of working capital and 
the release of working capital as the 
number of contractors reduced during 
the year
financial review
2009 2008
revenue gross profit revenue gross profit
contract £4470m £988m £5255m £1131m 
permanent £724m £724m £1060m £1058m
total £5194m £1712m £6315m £2189m sthree plc 10
chief financial officer’s review 
year ended 29 november 2009     continued
t angible fixed asset capital 
expenditure amounted to £27m 
2008 £23m relating to a more 
normalised level of investment in it 
hardware and fit out of new offices 
as expected following the high level 
of investment in 2007 intangible 
asset additions primarily relating to it 
software purchases and development 
costs reduced significantly to 
£21m 2008 £39m t otal capital 
expenditure is planned to grow 
slightly ahead of these levels in 2010 
as the business accelerates its office 
opening programme
net trade debtors reduced by 427 to 
£583m 2008 £1019m representing 
dsos of 37 days 2008 43 days t otal 
trade and other payables reduced 
from £812m to £761m as the volumes 
of business reduced
cash flow
at the start of the year the group 
had net cash of £246m during 
the year the group generated cash 
from operating activities of £637m 
2008 £870m the group achieved 
a significant reduction in working 
capital of £453m through improved 
debtor management and a reduction 
in the working capital funding of the 
reduced contractor book income 
taxes paid increased to £183m 2008 
£114m as we settled overseas tax 
liabilities relating to prior years
during the year the group 
repurchased certain minority stakes 
for £14m and paid dividends of 
£144m the group also invested 
£32m in an a rated euro bond with a 
maturity of less than 6 months
at 29 november 2009 the group had 
net cash of £453m
in october 2009 the group renewed a 
committed invoice discounting facility 
of £20m with royal bank of scotland 
invoice finance ‘rbs’ for a 30 month 
term the group is not currently 
drawing down against this
treasury management and 
currency risk
the main functional currencies of 
the group are sterling and the euro 
the group has significant operations 
outside the united kingdom and as 
such is exposed to movements in 
exchange rates
the board has undertaken a review 
of its currency hedging strategy 
to ensure that it is appropriate 
and currently the group does not 
actively manage its exposure to 
foreign exchange risk by the use of 
financial instruments the impact of 
foreign exchange will become a more 
significant issue for the group as we 
expect the business mix to move 
further towards international with 
the international business accounting 
for 55 of gross profit in 2009 2008 
45 the group will continue to 
monitor its policies in this area
during the year the group 
implemented a european cash pooling 
arrangement with a target to invest 
at least 85 of the group’s cash 
returning in excess of the 7 day libid 
rate on average
having been tested by extraordinary 
market conditions in 2009 the group 
has been successful in strengthening 
its financial position our strong 
balance sheet and net cash give 
us the confidence to maximise the 
opportunities that lie ahead in an 
uncertain environment
alex smith
chief financial officer
29 january 2010 sthree plc 11
directors’ report 
year ended 29 november 2009
the directors present their annual 
report on the activities of the group 
together with the financial statements 
and auditors’ report for the year
ended 29 november 2009
group business review 
principal activities and risks 
facing the business
the chairman’s statement chief 
executive officer’s and chief financial 
officer’s reviews taken together 
with this directors’ report provide 
information relating to the group’s 
activities its business and strategy 
and principal risks and uncertainties 
faced by the business including 
analysis using financial and other kpis 
where necessary these together 
with the directors’ remuneration 
report corporate governance and 
corporate social responsibility 
reports provide an overview of the 
group including environmental 
and employee matters and give an 
indication of future developments in 
the group’s business this provides 
a balanced and understandable 
assessment of the group’s position 
and prospects in accordance with the 
business review requirements of the 
companies act 2006
sthree is a specialist permanent and 
contract staffing business currently 
comprised of four operating brands 
being fs group computer futures 
huxley associates progressive and 
real staffing group all of which 
operate under a well established 
multibrand strategy the first office 
as computer futures opened in 
london in 1986 whilst international 
expansion started in 1998 with the 
launch of an office in brussels each 
brand operates independently but 
share common services such as 
finance information services human 
resources and legal
the group has grown organically and 
has a diverse client base of over 7000 
clients offices are currently located in 
europe usa asiapacific and middle 
east with further offices planned to 
be opened in 2010
from our wellestablished position in 
the ict sector the group has broadened 
its operations by building fastgrowing 
businesses serving the accountancy  
finance banking engineering oil  gas 
pharmaceuticals human resources 
energy and legal sectors the group 
began trading on the london stock 
exchange in november 2005 and in 
2007 launched a us level one adr 
facility
sthree has a selective approach to 
clients and focuses on high margin 
opportunities predominantly within 
the small to mediumsized enterprises 
‘smes’ market and from its inception 
the group has avoided the high 
volume low margin business model 
in favour of a focus on high quality 
business
the group’s main subsidiary 
undertakings are disclosed in the 
notes to the financial statements
key performance indicators 
“kpis”
both financial and nonfinancial key 
performance indicators kpis are 
used throughout the group to monitor 
progress with the principal indicators 
listed in the table overleaf where 
these relate to a strategic group level 
analysis is provided within the chief 
executive officer’s and chief financial 
officer’s reviews for the financial 
kpis comparision figures are shown 
for the current and prior year no 
figures are applicable for nonfinancial  
kpis
the specific kpis used will depend 
on the split of business ie whether 
it is contract or permanent as well 
as whether it is in a new sector or 
geography and annual bonuses are 
linked to a mixture of these as well as 
other kpis depending on the specific 
role of the individual concerned sthree plc 12
directors’ report continued 
year ended 29 november 2009
kpis financial 2009 2008 definition and method of calculation
revenue £5194m £6315m t otal fees earned by the group before any cost deductions
gross profit £1712m £2189m revenue less cost of sales also known as net fee income
profit before t ax £180m £560m  gross profit less administration expenses and finance incomecosts before
adjusted    exceptional items
total shareholder  105 28 tsr is defined as share price growth plus dividends attributable to shareholders 
return ‘tsr’    attributable to shareholders over a specific period this measure is also used for 
the group’s l tip  but over a three year period
earnings per share  95p 299p eps is defined as profit before exceptional items for the year attributable to the  
‘eps’ adjusted    group’s equity shareholders divided by the weighted average number of shares 
in issue during the year this measure is also to be used for the group’s l tip  but 
over a three year period
group gross margin 330 347 gross profit as a percentage of revenue
contract margin 221 215 contract gross profit as a percentage of contract revenue
gross profit per day rate £8469 £7830  contract gross profit per average number of working days
permanent fees £119k £104k average fees of permanent placements that started during the period
geographical diversification – 550 450 split of gross profit by location of client  
international mix   
sectoral diversification –  280 230 split of gross profit by candidate skill set 
non ict
contractperm mix 5842 5248  proportion of gross profit attributable to contract and permanent placements
conversion ratio 105 259  the conversion ratio is the operating profit stated as a percentage of net fees 
and measures how effective the group is at controlling the costs and expenses 
associated with its normal operations and its level of investment for the future
cash conversion 326 142  cash conversion is calculated as the cash flows from operating activities for the 
year after deducting net normal capex stated as a percentage of operating profit 
before exceptional items and is a measure of the group’s ability to convert profit 
into cash
debtor days 37 43  represents the length of time it takes the company to receive payments from its 
debtors it is calculated by comparing how many days’ billings it takes to cover 
the debtor balance
kpis non financial
risk management  as detailed within the corporate governance report the group has continued to roll out its erm framework 
throughout the business and has consequently further developed and enhanced its risk evaluation and erm 
reporting mechanism
  during 2010 key executive job descriptions are to be redrafted to include reference to risk responsibility 
with annual bonus linked to up to 20 of their bonus opportunity and relating directly to progress towards 
the company’s strategic objectives in support of managing any related business risk
headcountchurn  this is the measure of employee retention lower churn and higher headcount retention generally means 
increased productivity it is also an indicator of morale
environmental   in late 2008 a strategic decision was made to conduct a companywide initiative to establish our carbon 
footprint and reduce energy consumption whilst taking steps to increase recycling by 50 specific 
initiatives are detailed within the csr report sthree plc 13
principal risks and 
uncertainties
the principal risks facing the business 
include the following
macroeconomic environment – the 
performance of the group has a 
relationship and dependence on the 
underlying growth of the economies 
of the countries in which it operates 
in so far as it impacts client and 
candidate confidence 2009 saw a 
crisis in confidence which impacted 
our business volumes significantly 
this is mitigated in part by 
maintaining
•
  a balance of temporary and 
permanent recruitment 
increasingly in the public sector
•
  a broad exposure across 
geographies and sectors
•
  a flexible cost base that enables 
us to react swiftly to changes in 
market conditions by increasing or 
reducing costs as appropriate and
•
  a strong balance sheet with 
manageable debt levels
a key part of the group’s strategy 
is to continue to grow the size of its 
international businesses to reduce the 
group’s reliance on any one specific 
economy geography or sector
competitive environment – the group 
continues to face competitor risk 
in the markets where the provision 
of permanent and temporary 
recruitment is most competitive 
and fragmented being generally 
the uk ireland and the netherlands 
there is strong competition for 
clients and candidates although we 
generally resist pricing and margin 
pressures across our major specialist 
activities the group’s strategy is to 
continue to grow its international 
businesses more aggressively in 
other geographies and sectors 
including the lessdeveloped markets 
of asia pacific and rest of the world 
whilst also improving the efficiency 
and operations of our businesses 
throughout the organisation
in continental europe and many 
parts of the world the markets for 
the provision of recruitment services 
are somewhat less developed and 
the market place is also fragmented 
although the markets in continental 
europe and asia are developing 
more quickly where these markets 
are still in a development phase 
pricing pressure is less of a risk and 
our strategy is to rapidly grow our 
businesses in these territories
competitors in our markets range from 
large multinational organisations 
to small boutique privately owned 
businesses in all of our markets 
we are continually subject to both 
existing and new competitors entering 
into the markets in which we operate 
in terms of geographic region and 
specialist activity the competitive 
threat is from both small startup 
operations and large multinationals 
as the costs of entry into specialist 
recruitment can be relatively low 
although these costs have risen 
with increased levels of compliance 
required from local regulators and 
clients
commercial relationshipscustomer 
credit risk – the group benefits 
from close commercial relationships 
with key clients particularly in the 
smes market in both the private 
and increasingly the public sectors 
although it is not dependent on 
any single key client however 
like most companies the group is 
always subject to the risk that some 
customers might be unable to fulfil 
obligations which could impact 
results
availability of candidates – the 
availability of highly skilledquality 
candidates is essential to operating 
in nichehigh margin areas changes 
in the other risk areas can affect 
candidate supply
contractual risk – clients increasingly 
require more complex levels of 
compliance in their contractual 
arrangements the group takes 
these responsibilities seriously 
and contracts are therefore closely 
controlled via the group’s centralised 
legal and business administration 
functions and subject to regular audit 
by the internal audit function in order 
to reduce the risk of noncompliance 
the group also has clear guidance 
on the approval of contractual 
terms and monitors the application 
thereof especially any exceptions 
to our standard liability position 
and insurance protection which 
require the approval of the legal 
departmentcompany secretary 
the placing of temporary workers 
generally represents greater risk for 
the organisation than permanent 
placements wherever possible 
contracts include clauses which place 
the responsibility for supervision and 
control of each contractor directly 
with the client excluding any 
consequential loss and limiting the 
group’s aggregate liability under the 
contract
people – the group is heavily 
reliant on the ability to recruit 
train and develop people to meet 
its growth strategy at the same 
time the group’s business model 
demands flexibility to consolidate 
or expand depending on the 
economic environment in response 
to this the group is focused on 
directors’ report continued 
year ended 29 november 2009 sthree plc 14
engaging with and developing 
its key managers in each sector 
geography and is committed to 
ensuring it has competitive pay and 
benefits structures clearly linked 
to performance combined with 
a succession planning process 
through training and development 
it seeks to provide individuals with 
the leadership sales key customer 
management and general business 
skills that support the group’s 
expansion needs whilst providing a 
rewarding and challenging career 
brand and country managers are 
also focused on allocating resources 
in respect of the best group 
opportunities available
information t echnology – the group 
is reliant on delivering its service 
to clients through a number of 
technology systems these are housed 
in various locations and the group 
has capacity to cope with a data or 
system loss as a result of a significant 
event through the establishment 
of disaster recovery sites that are 
physically based in separate locations 
to the ongoing operations the 
group is also reliant upon a number 
of important suppliers that provide 
critical information technology 
infrastructure it continually monitors 
the performance and robustness of 
these suppliers to ensure business
critical processes are safeguarded as 
far as is practicably possible whilst the 
group replaced its financial systems in 
2006 these are periodically reviewed 
to ensure they are fully utilised and 
remain effective in order to reduce 
any risks associated in upgrading key 
operational and financial systems 
project management teams are 
appointed including specialist it  
operational and external resource 
utilising robust management tools 
which monitor progress across the 
life of any project the business also 
continues to review and enhance its 
ability to cope with a significant data or 
other loss via its business continuity 
plan arrangements
regulatory environment and 
legislative changes – the specialist 
recruitment industry is governed 
by increasing levels of compliance 
which vary from country to country 
and market to market the group 
is committed to meeting all of its 
regulatory responsibilities and 
continues to strengthen its internal 
controls and processes with respect 
to legal and contractual obligations 
as employment laws are changed and 
harmonised in certain geographies 
this creates new risks and 
opportunities the contract market is 
more heavily regulated and changes 
in legislation such as changes in 
managed service company legislation 
or to contract worker rights may 
impact the group the group 
ensures that its policies processes 
and systems reflect best practice 
wherever possible in order to meet the 
legal requirements of the markets in 
which it operates
foreign exchange – the group has 
significant operations outside the 
united kingdom and is therefore 
exposed to movements in exchange 
rates as profits from the eurobased 
markets increase in proportion to 
the group’s total profits the foreign 
exchange risk also increases the board 
has undertaken a review of its currency 
hedging strategy to ensure that it is 
appropriate and currently the group 
does not actively manage its exposure 
to foreign exchange risk by the use of 
financial instruments however the 
impact of foreign exchange will become 
a more significant issue for the group 
as the business mix moves further 
towards international and the group 
will continue to monitor its policies in 
this area
post balance sheet events
there have been no significant events 
since the balance sheet date
results and dividends
information in respect of the group’s 
profits dividends and other key 
financial information is contained 
within the chairman’s statement the 
chief executive officer’s and chief 
financial officer’s reviews
directors and their interests
the current directors of the company 
are
•
  sir anthony cleaver retiring 
chairman
•
  russell clements chief executive 
officer
•
  gary elden chief development 
officer
•
  alex smith chief financial officer
•
  sunil wickremeratne chief 
operating officer
•
  paul bowtell independent non
executive director
•
  alicja lesniak independent non
executive director
•
  t ony ward senior independent 
nonexecutive director
•
  nadhim zahawi independent non
executive director
directors’ report continued
year ended 29 november 2009 sthree plc 15
directors’ report continued 
year ended 29 november 2009
biographies are shown earlier in this 
annual report with details of board 
committee membership being set out 
in the corporate governance report 
all directors served throughout the 
financial year
brian mcbride and david tilston 
retired as directors at the annual 
general meeting on 24 april 2009 
whilst in accordance with the 
company’s articles of association 
sunil wickremeratne t ony ward 
and alicja lesniak will retire at the 
2010 agm and submit themselves 
for reelection in accordance with 
the terms of his reappointment sir 
anthony cleaver will also retire at the 
annual general meeting in 2010 full 
information is contained in the notice 
of meeting
other than employment contracts and 
minority interest loans to gary elden 
none of the directors of the company 
had a material interest in any contract 
with the company or its subsidiary 
undertakings the key terms of the 
directors’ service contracts the 
directors’ interests in the shares and 
options of the company and minority 
interest loans to gary elden in respect 
of minority interests approved prior 
to him becoming an sthree plc 
director are disclosed in the directors’ 
remuneration report
supplier payment policy 
essential contractors and 
change of control
it is the group’s policy to comply with 
terms of payment negotiated with 
suppliers where payment terms are 
not negotiated the group endeavours 
to adhere to the suppliers’ standard 
terms sthree plc acts as a holding 
company for the group and does not 
trade and consequently does not have 
an average creditors’ payment period 
t rade creditors of the group at 29 
november 2009 were equivalent to 
21 days’ purchases 2008 24 days 
the group has business relationships 
with a number of contractors but is 
not reliant on any single one
there are no significant agreements 
to which the company is party that 
take effect alter or terminate upon 
a change of control of the company 
following a takeover offer with the 
exception of the rbs invoice finance 
agreement regarding the group’s 
invoice discounting facility dated 
8 october 2009
the company does not have 
agreements with any director 
or employee that would provide 
compensation for loss of office 
or employment resulting from a 
takeover except that provisions 
of the group’s share plans and 
minority interest arrangements may 
cause options awards or minority 
shareholdings to vest on a takeover
share capital
the authorised and issued share 
capital of the company together 
with details of the movements in the 
company’s issued share capital during 
the year are shown in the notes to the 
financial statements
minority interests ‘mi’ model
since flotation the group has 
regarded its minority interests or 
minority stakes model as a key factor 
in its success and it is planned to 
create more of these this year on 
similar terms to those previously 
created subject to shareholder 
approval at the agm in april 2010
entrepreneurial employees within 
the group often create ideas for 
new business opportunities which 
the group may elect to pursue and 
develop historically the group has 
engaged with such key employees in 
setting up new brands for the purpose 
of pursuing these new ideas which 
have typically evolved organically 
out of one of the existing sthree 
businesses for example jp gray was 
established as a result of an idea 
presented to the directors by certain 
senior managers of fs group who 
were then given the opportunity to 
manage and develop that new brand 
t ypically those managers of the new 
sthree brand will be able to invest at 
the company’s discretion in the new 
venture and share in its success as 
well as the risk of failure
as in prior years only the group’s 
key entrepreneurial employees may 
be invited to invest in the creation 
of any new minority shareholding 
business in order to receive equity 
ownership such employees must 
invest in any stake at fair value and be 
actively engaged in that business for a 
minimum term of between three and 
five years should the employee wish 
to dispose of their stake the company 
retains preemption rights
the minimum term for each new 
minority stake will be set at the outset 
and will normally be five years but 
will never be less than three years 
in order to allow the group flexibility 
to adapt to the individual needs of its 
brands and businesses and differing 
rates of growth sthree plc 16
directors’ report continued
year ended 29 november 2009
in line with this approval is also being 
sought to amend the specified period 
provisions of the previous offers 
approved by shareholders at agm 
in 2006 and 2007 these provisions 
stated that the specified period 
would always be five years however 
for offers of unallocated shares in 
respect of new mi contracts only it 
is proposed to amend this so that the 
specified period will still normally 
be five years but will never be less 
than three years provided there are 
exceptional circumstances in order 
to match the more recent minority 
structures
although there are a number of 
different businesses in which 
key employees will be invited to 
invest each invitation will be on 
generally similar terms to that used 
previously and it is normally therefore 
appropriate to put only one resolution 
to shareholders each year
also note that for all prior shareholder 
authorities granted the five year 
period available to the company 
to make such offers to employees 
is to be renewed from the date of 
each annual general meeting or any 
adjournment thereof
the proposed resolution together 
with the standard terms upon which 
the minority stakes are normally 
based are outlined within the notice 
of meeting
whilst the group refers to its ‘minority 
interests’ model throughout these 
financial statements in recent years 
the group has evolved its method of 
administering these arrangements 
and has developed a ‘tracker share’ 
model there are technical accounting 
differences between historic entity 
based mis and newer tracker share 
based mis which are accounted for  as 
share based payments under ifrs2 
and not as traditional equity based 
mis
authority to make purchases of 
own shares
the company is until the date of the 
forthcoming annual general meeting 
generally and unconditionally 
authorised to buy back a proportion 
of its own ordinary shares during 
the year no purchases were made 
although the directors will seek to 
renew the authority for up to 10 of 
the company’s issued share capital at 
the annual general meeting
directors’ indemnities 
insurance and conflicts of 
interest
section 236 of the companies act 
2006 allows companies the power 
to extend indemnities to directors 
against liability to third parties 
excluding criminal and regulatory 
penalties and also to pay directors’ 
legal costs in advance provided that 
these are reimbursed to the company 
substantial shareholdings
as at the date of this report the group had been notified in accordance with the companies act of the following 
significant interests in the ordinary share capital of the company
name of holder number of shares percentage shareholding
axa 5153356 423
simon peter arber 3392047 279
william frederick bottriell 9327764 766
russell clements 4738729 389
fidelity 6028475 495
hbos plc 6983314 521
jp morgan asset management uk limited 7021061 507
legal  general group plc 4841179 397
martin currie investment management limited 4314627 312
standard life investments limited 10747159 883
sunil wickremeratne 10671553 876 sthree plc 17
should the individual director be 
convicted or in an action brought 
by the company where judgement 
is given against the director the 
company currently has a directors’ 
and officers’ insurance policy in place 
which provides this cover
the board also confirms that there 
are appropriate procedures in place 
to ensure that its powers to authorise 
any directors’ conflicts of interest 
operated effectively during the year
corporate governance
please refer to the separate corporate 
governance report
financial instruments
information in respect of financial 
instruments is set out in the notes to 
the financial statements
corporate and social 
responsibility
the board recognises its 
environmental health and safety 
and employment responsibilities 
and devotes appropriate resources 
towards monitoring compliance with 
and improving existing standards 
the chief executive officer has 
responsibility for these areas at board 
level ensuring that the group’s policies 
are upheld and providing the necessary 
resources further information is 
contained in the corporate social 
responsibility report section
health and safety – the group is 
committed to providing for the health 
safety and welfare of all its employees 
every effort is made to ensure that 
the requirements of the health and 
safety at work etc act 1974 and all 
other relevant regulations and codes 
of practice are complied with
employees – the group has 
continued its policy of informing all 
employees of matters of concern 
to them as employees both in their 
immediate work situation and in the 
wider context of the group’s well 
being it encourages participation 
and involvement in matters which 
affect their interests as employees 
communication with employees 
is effected through the group’s 
management briefings structure 
board committees formal and 
informal meetings and through the 
group’s information systems informal 
communication is facilitated by emails 
to all group companies
the group is also committed to 
achieving equal opportunities and to 
complying with antidiscrimination 
legislation in addition employees 
are encouraged to train and develop 
their careers it is established group 
policy to offer employees and job 
applicants the opportunity to benefit 
from fair employment without regard 
to their sex sexual orientation marital 
status race religion or belief age or 
disability
the group gives full and fair 
consideration to the employment of 
disabled persons for suitable jobs 
in the event of members of staff 
becoming disabled every effort is 
made to ensure that their employment 
within the group continues either in 
the job or in a suitable alternative it is 
the group’s policy to support disabled 
employees in all aspects of their 
training development and promotion 
where it benefits the employee and 
the group
information on employee share plans 
and share ownership is contained in 
the directors’ remuneration report
the community – the group is 
committed to providing support to 
the community and society through a 
number of charitable activities during 
the period the group made charitable 
donations of £51000 2008 £81000 
the group made no donations for 
political purposes either in the uk or 
overseas during the year
annual general meeting
the annual general meeting of the 
company will be held on 23 april 2010 
at home house 20 portman square 
london w1h 6lw a separate formal 
notice of meeting details all business 
to be transacted
auditors
as required by section 4182 of the 
companies act 2006 each director 
in office at the date of this report 
hereby confirms that
•
  so far as the director is aware 
there is no relevant audit 
information of which the 
company’s auditors are unaware 
and
•
  heshe has taken all steps that 
heshe ought to have taken as 
a director in order to make him
herself aware of any relevant audit 
information and to establish that 
the company’s auditors are aware 
of such information
pricewaterhousecoopers llp have 
indicated their willingness to continue 
in office accordingly a resolution 
directors’ report continued 
year ended 29 november 2009 sthree plc 18
will be put to the forthcoming annual 
general meeting proposing their 
reappointment as auditors for the 
ensuing year
statement of directors’ 
responsibilities
the directors are responsible for 
preparing the annual report the 
directors’ remuneration report 
and the financial statements in 
accordance with applicable law and 
regulations
company law requires the directors 
to prepare financial statements for 
each financial year the directors 
have elected to prepare the group and 
parent company financial statements 
in accordance with international 
financial reporting standards ifrss 
as adopted by the european union in 
preparing these financial statements 
the directors have also elected to 
comply with ifrss issued by the 
international accounting standards 
board iasb under company law 
the directors must not approve the 
financial statements unless they are 
satisfied that they give a true and fair 
view of the state of affairs of the group 
and the company and of the profit or 
loss of the group for that period in 
preparing these financial statements 
the directors are required to
•
  select suitable accounting policies 
an d then apply them consistently
•
  make judgements and accounting 
estimates that are reasonable and 
prudent
•
  state whether applicable ifrss as 
adopted by the european union and 
ifrss issued by iasb have been 
followed and
•
  prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
company will continue in business
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 the group and enable 
them to ensure that the financial 
statements and the directors’ 
remuneration report comply with the 
companies act 2006 and as regards 
the group financial statements article 
4 of the ias regulation they are 
also responsible for safeguarding the 
assets of the company and the group 
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 
company’s website legislation in 
the united kingdom governing the 
preparation and dissemination of 
financial statements may differ from 
legislation in other jurisdictions
each of the directors whose names 
and functions are listed above confirm 
that to the best of their knowledge
•
  the group financial statements 
which have been prepared in 
accordance with ifrss as adopted 
by the eu give a true and fair view 
of the assets liabilities financial 
position and profit of the group and
•
  the directors’ report taken 
together with the chairman’s 
statement the chief executive 
officer’s and chief financial 
officer’s reviews contained in 
the annual report includes a fair 
review of the development and 
performance of the business and 
the position of the group together 
with a description of the principal 
risks and uncertainties that it 
faces
by order of the board 
steve hornbuckle
company secretary
29 january 2010
registered office
4144 great windmill street london 
w1d 7nb
directors’ report continued
year ended 29 november 2009 sthree plc 19
directors’ remuneration report
year ended 29 november 2009
introduction
this report has been prepared in 
accordance with the companies 
act 2006 and the directors’ 
remuneration regulations 2002 
relevant provisions of the listing 
rules and the combined code
the regulations require the 
auditors to report to the company’s 
shareholders on the ‘auditable part’ of 
the directors’ remuneration report 
and to state whether in their opinion 
this part of the report has been 
properly prepared in accordance with 
the companies act 2006 as amended 
by the regulations the report has 
therefore been divided into separate 
sections for unaudited and audited 
information
as required by the regulations a 
resolution to approve the report will 
be proposed at the forthcoming 
annual general meeting
year in focus – summary
•
 continued policy of positioning 
base salaries between lower 
quartile and median for the 
relevant competitive market
•
 no salary increases proposed for 
the executive directors in light 
of the challenging economic 
background and the associated 
impact on the majority of our 
employees
•
 maximum bonus opportunity to be 
increased in 2010 in line with our 
stated policy
•
 up to 20 of bonus opportunity 
to relate to strategic objectives 
in support of managing business 
risk
•
 l tip tsr comparator group to be 
broadened and additional eps 
growth measure to be applied
•
 introduction of two uk all 
employee share schemes saye 
and sip with other jurisdictions 
to be added
unaudited information
remuneration committee
the remuneration committee 
the ‘committee’ determines 
the remuneration policy and the 
individual remuneration packages 
of the chairman the executive 
directors the company secretary 
and certain key senior management 
posts the committee’s t erms of 
reference are available at  
wwwsthreecom
during the year the committee 
comprised only independent non 
executive directors being t ony 
ward chairman alicja lesniak 
and nadhim zahawi the chief 
executive officer group hr director 
and remuneration advisors regularly 
attend meetings by invitation except 
for matters related to their own 
remuneration the committee met 
four times during the year and no 
member of the committee has any 
personal financial interest other 
than as a shareholder in the matters 
decided
t o help achieve its objectives the 
committee has appointed and taken 
independent advice from deloitte 
 t ouche llp ‘deloitte’ in relation 
to remuneration matters and on 
share incentive arrangementstax 
efficiencies fees paid to deloitte 
during the year amounted to £44825 
excluding vat deloitte do not 
undertake any other work for the 
company
remuneration policy
the remuneration policy has been 
designed to ensure that the group 
has the capability to attract and 
retain directors and senior managers 
of a high calibre to align the interests 
of senior management with those 
of shareholders and be compliant 
with recommended practice 
individual pay levels are determined 
by reference to competitive 
market conditions performance 
experience and potential in setting 
the policy the committee considers 
for benchmarking purposes the 
remuneration of relevant senior 
management in comparable quoted 
or similar companies
there are three main elements of the 
remuneration package for executive 
directors
•
 basic annual salary and benefits 
including company car allowance 
pension contributions and health 
insurance cover
•
 annual cash bonus payments and
•
 sharebased longterm incentives 
see long t erm incentive plan or 
l tip below
in setting the policy on total 
remuneration the group’s policy is to 
position the base salaries of directors 
and senior management at between 
lower quartile and median for the  sthree plc 20
directors’ remuneration report
year ended 29 november 2009 continued
relevant competitive market with 
a higher than average proportion of 
their remuneration being performance 
related this policy was examined by 
deloitte during the last benchmarking 
exercise and will continue to be 
reviewed to ensure that it remains in 
line with market practice
in order to ensure an appropriate 
balance between fixed and 
performancerelated pay annual cash 
bonus payments are dependent on the 
group’s annual financial performance 
and executive directors’ receipt of 
shares under the long t erm incentive 
plan will be dependent on enhanced 
relative returns to shareholders as 
well as earnings per share ‘eps’ 
growth over a threeyear period
executive directors’ basic salary 
and pension arrangements
the basic annual salaries of the 
executive directors for the yearended 
29 november 2009 were russell 
clements £317000 gary elden 
£241500 alex smith £235400 
and sunil wickremeratne £266500 
salaries are normally reviewed in 
december each year and during 2009 
the committee undertook a detailed 
benchmarking of total compensation 
with the support of deloitte the 
committee concluded from the 
market data that the base salary 
level for russell clements remained 
significantly below the comparable 
market level with others less 
markedly below
however the committee agreed with 
the executive directors’ request that 
in the light of the current economic 
background and the associated 
impact on the majority of our 
employees no salary increases should 
be awarded to any of the executive 
directors with the proviso that the 
committee will resume its policy of 
making sure that salaries are adjusted 
to a level between the lower quartile 
and the median of the data when 
conditions change
executive directors also receive 
an employer’s contribution to their 
personal pension schemes equivalent 
to 10 of their basic salaries subject 
to each executive director making 5 
personal contributions bonuses and 
benefits are not pensionable
annual bonus scheme
executives receive annual bonus 
payments based on the achievement 
of group profit targets underpinned 
by objectives linked to specific group 
targets which are agreed by the 
committee for 2009 the maximum 
bonus opportunity for executive 
directors was 100 of salary 
although for individuals below board 
level this was uncapped with deferral 
into shares for any achievement 
over 100 of salary where agreed 
targets based on profit before tax 
are achieved 50 of salary was 
paid for achievement above these 
targets bonus was paid on a prorata 
basis with maximum bonus payable 
for achieving substantially above 
target ie achieving 110 of target 
no bonus was paid for achievement 
below a certain threshold 90 of 
target with pro rata payment for 
achievement between 90 and 110 
of target during the year an average 
bonus equal to 50 of salary was 
accrued for all executive directors 
based on the committee’s assessment 
of achieving a level of profit that was 
appropriate in light of the exceptional 
market conditions and the very good 
performance which resulted
for 2010 the bonus maximum for 
executive directors is to be increased 
to 120 of salary with any element 
over 100 of salary being paid in 
deferred shares vesting in equal 
tranches over two years provided 
the executive remains employed 
with the group up to 20 of the 
bonus opportunity will relate 
directly to progress towards the 
company’s strategic objectives as 
agreed by the board and in support 
of managing any related business 
risk the committee considers 
overall performance including 
environmental social and governance 
‘esg’ issues when calibrating the 
remuneration of executives to ensure 
that the incentive structure for senior 
management does not inadvertently 
encourage irresponsible behaviour
long term incentive plan
in november 2006 shareholders 
approved a sharebased l tip for 
executive directors and other 
members of the senior management 
team to provide an incentive to 
increase shareholder value and 
support alignment with shareholder 
interests through building a stake 
in sthree shares no further awards 
are planned to be made under the 
executive share option scheme 
operated by the company before 
flotation
during 2009 the committee 
commissioned deloitte to review 
the long t erm incentive plan ‘l tip’ 
performance criteria and concluded 
that a relative total shareholder 
return ‘tsr’ remains an important 
measure of executive performance 
b the tsr comparator group 
should be broadened to avoid high 
levels of volatility and ensure valid 
comparisons and c an earnings per 
share ‘eps’ growth measure should 
be applied to ensure that executives 
are appropriately incentivised  sthree plc 21
and rewarded views of major 
shareholders on these proposed 
improvements were sought during 
december 2009 and there were 
no objections therefore whilst no 
changes are proposed to the already 
approved tsr vesting hurdles 50 
of awards to executive directors 
made from february 2010 onwards 
will be made subject to tsr and 
50 subject to eps performance 
measures
the main features of the l tip are as 
follows
•
 awards of shares can be made 
each year to executive directors 
and other senior executives in the 
form of forfeitable shares or share 
options nilcost or market value
•
 the maximum annual face value 
of awards which may be made 
to executive directors is 175 of 
salary whilst over a threeyear 
period the committee intends that 
no executive director will receive 
aggregate awards in excess of a 
face value of 450 of salary
•
 all executive directors’ awards 
must be subject to a performance 
condition assessed over the 
three years following the date 
of grant with no facility to 
retest performance for other 
participants the committee has 
discretion to decide whether 
or not a performance condition 
should apply to grants
•
 for the reasons stated above 
from february 2010 the current 
peer group of approximately 18 
mainly recruitment or service 
related businesses used for the 
tsr measure is to be expanded 
to comprise some 40 uklisted 
peer group companies all being 
recruitment or service companies 
from the ftse support services 
aim or fledgling indices set out 
as follows empresaria group 
plc experian plc garner plc 
harvey nash group plc hays plc 
healthcare locums plc hexagon 
human capital plc highams 
systems services group plc 
hyder consulting plc hydrogen 
group plc impeilam group plc 
interquest group plc kellan group 
plc management consulting 
group plc matchtech group plc 
michael page international plc 
mitie group plc morson group 
plc mouchel group plc network 
group holdings plc networkers 
international plc office2office plc 
penna consulting plc pinnacle 
staffing group plc prime people 
plc regus plc rethink group plc 
ricardo plc robert walters plc 
rps group plc rtc group plc 
saville group plc servoca plc 
staffline group plc t ribal group 
plc waterman group plc white 
young plc work group plc world 
careers network plc and ws 
atkins plc this list is reviewed 
annually
•
 the preferred eps growth 
measure is to be compound 
average growth rate ‘cagr’ 
as it rewards value creation 
equally over the period covered 
by the incentive preexceptional 
undiluted eps is to be used as 
the basis for awards so that any 
material abnormal influences are 
taken as preexceptional items 
and any abnormal influences 
which are not material but still 
significant are highlighted to the 
committee for consideration
•
 both the tsr and eps measures 
to be used for awards in 2010 are 
summarised below for the eps 
measure the committee will take 
into consideration both internal 
and external forecasts in setting 
targets as well as the guidelines 
of key investor bodies the tsr 
measure remains as previously 
approved by shareholders
directors’ remuneration report
year ended 29 november 2009 continued
 company’s tsr ranking against  
percentage of award that comparator group over performance  company’s eps growth over 
vests period performance period
none below median below rpi plus 5
30 median rpi plus 5
100 upper quartile or better rpi plus 10 or better
pro rata on a straight line 
between 30 and 100 between median and upper quartile between rpi plus 5 and rpi  
  plus 10 sthree plc 22
directors’ remuneration report
year ended 29 november 2009 continued
employee benefit trusts and 
other share plans
the group has a culture that 
encourages share participation at all 
levels t wo employee benefit t rusts 
‘ebt s’ which were funded by gifts 
from some of the current and former 
directors hold assets comprising 
shares in the company shares in 
the ebt s are mainly held for awards 
and grants under share option and 
share award schemes introduced 
prior to flotation in which a number 
of employees still participate in 
2009 shareholders approved the 
introduction of a savingsrelated 
share option scheme ‘saye scheme’ 
and a savings  investment plan 
‘sip’ so that those uk employees 
who joined the group after 2004 
and who could not benefit from the 
earlier share schemes could then 
have access to such all employee 
schemes the company intends to 
make available similar arrangements 
in other jurisdictions subject to 
local laws etc where commercially 
justifiable and has set the critical 
mass of headcount for roll out in 
each country at 100 employees 
roll out will begin in 2010 for those 
countries which have already met 
this criteria with new countries to be 
progressively added each year in line 
with the agreed headcount threshold
in respect of those share plans and 
related t rusts introduced prior to 
flotation these comprise an executive 
share option scheme the forfeitable 
share plan the share gift plan and 
the no1 esop and no2 esop  in 
respect of the no2 esop  this had 
adopted a t rust option plan and had 
agreed to satisfy the majority of 
options granted under the executive 
share option scheme and all awards 
under the forfeitable share plan with 
shares existing in the t rust under the 
terms of the t rust deed constituting 
the no2 esop  the t rustees have 
undertaken to waive all dividend 
rights on ordinary shares comprised 
in the trust fund the executive 
directors do not currently participate 
in any of these arrangements
in terms of dilution the committee 
intends that awards under the l tip  
ebt s and other share plans should be 
satisfied by a combination of existing 
ebt shares market purchases and 
new issue shares where new issue 
shares are used this will be done 
in accordance with the guidelines 
provided by the association of british 
insurers
executive directors’ service 
contracts
it is the company’s policy that 
executive directors should have 
contracts with a rolling term providing 
for a maximum of 12 months’ notice 
consequently in the event of an early 
termination the contractual right is to 
12 months’ basic salary and benefits 
with mitigation being generally 
required to reduce any compensation 
payable to a departing director
the executive directors are employed 
on service contracts with the group 
which commenced on 11 november 
2005 both russell clements and 
sunil wickremeratne 14 april 2008 
gary elden and 7 may 2008 alex 
smith each of these contracts 
provides an entitlement to a basic 
annual salary performance bonus 
scheme participation a company car 
allowance pension contributions as 
well as health insurance cover and is 
terminable by 12 months’ notice given 
by either party
nonexecutive directors
all nonexecutive directors have 
specific letters of appointment 
available upon request and their 
remuneration is determined by the 
board within the limits set by the 
articles of association and normally 
based on independent surveys of 
fees paid to nonexecutive directors 
of similar companies remuneration 
is set taking account of the 
commitment and responsibilities of 
the relevant role the nonexecutive 
directors do not have service 
contracts in 2009 the committee 
undertook a benchmarking review 
of fees payable to the chairman and 
nonexecutive directors with the 
support of deloitte and the resulting 
proposal that there should be no fee 
increase was agreed with the board
sir anthony cleaver has a letter of 
appointment dated 11 november 
2005 which replaced a prior letter of 
appointment signed before flotation 
the current annual fees paid to sir 
anthony cleaver are £100000
alicja lesniak t ony ward paul 
bowtell and nadhim zahawi were 
appointed nonexecutive directors 
on 3 may 2006 14 august 2006 
5 november 2007 and 1 may 2008 
respectively and receive annual fees 
of £35000 each
sir anthony cleaver is chairman 
of the nomination committee but 
receives no additional fee paul 
bowtell is chairman of the audit 
committee for which he receives an 
additional fee of £5000 pa whilst 
t ony ward also receives an additional 
fee of £5000 pa as chairman of the 
remuneration committee sthree plc 23
directors’ remuneration report
year ended 29 november 2009 continued
total shareholder return ‘tsr’
the graph below shows the t otal shareholder return ‘tsr’ of the company since flotation on 16 november 2005 for the 
group and the ftse support services index which is considered the most illustrative comparator index for investors as the 
company is a constituent of this index and its constituents are also used for comparing pay and benefit levels
nonexecutive directors are appointed 
for an initial term of three years 
terminable by either the company 
or the nonexecutive director at will 
and in normal circumstances subject 
to performance and reelection at 
annual general meetings they would 
be expected to serve for a second 
threeyear term nonexecutive 
directors may be requested to serve 
for a further third threeyear term 
subject to rigorous review at the 
relevant time and their agreement 
upon termination or resignation non
executive directors are not entitled to 
compensation and no fee is payable in 
respect of the unexpired portion of the 
term of appointment nonexecutive 
directors cannot participate in any 
company incentive scheme
50
0
100
150
200
250
300
ftse all share support services sthree
16nov 05 16nov 06 16may 07 16nov 07 16may 08 16nov 08 16may 06 16may 09 16nov 09
t otal shareholder returns rebased to 100
source datastream sthree plc 24
directors’ remuneration report
year ended 29 november 2009 continued
audited information
directors’ remuneration
the table below summarises all directors’ emoluments and pension contributions for the current and the prior year for 
comparison no other awards were made to any director during the year to 29 november 2009
       2009 2008
   salary pension    
name of director  and fees contributions benefits bonuses total total 
  £’000 £’000 £’000 £’000 £’000 £’000
executive directors
russell clements  3170 317 105 1585 5177 5443
gary elden   2345 234 105 1207 3891 1817
alex smith   2354 235 105 1177 3871 2373
sunil wickremeratne  2665 267 105 1332 4369 4591
david tilston – interim appointment
230108 to 240408  – – – – – 836
nonexecutive directors
sir anthony cleaver  100 – – – 100 100
paul bowtell   40 – – – 40 40
alicja lesniak  35 – – – 35 375
t ony ward   40 – – – 40 392
nadhim zahawi  35 – – – 35 204
brian mcbride retired 240408  – – – – – 161
aggregate emoluments  13034 1053 420 5301 19808 17592
benefits in kind include car allowance medical and life insurance gary elden received a reduction in salary between 
1 march and 30 september 2009 due to him taking a pension salary sacrifice
long term incentive plan minority stakes and other share options or awards
the committee has made the following awards to executive directors of forfeitable and deferred shares under the l tip  
with awards being subject to the company’s tsr performance relative to peer group as well as eps from 2010 as detailed 
earlier the next awards are to be made in february 2010
     shares 
ltip – date of market price  shares vesting outstanding as 
name of director grantaward at grantaward awarded date at 29 nov 2009
russell clements 822007 402p 78358 822010 78358
russell clements 622008 19675p 175959 622011 175959
russell clements 322009 15450p 246213 222012 246213
gary elden 822007 402p 49751 822010 49751
gary elden 622008 19675p 108476 622011 108476
gary elden 322009 15450p 187572 222012 187572
alex smith 852008 1835p 143869 852011 143869
alex smith 322009 15450p 182834 222012 182834
sunil wickremeratne 822007 402p 65820 822010 65820
sunil wickremeratne 622008 19675p 147903 622011 147903
sunil wickremeratne 322009 15450p 206990 222012 206990 sthree plc 25
the following saye awards are held each being exercisable three years from the date of grant for a period of six months at the 
option price
     shares 
saye – date of option price  shares vesting outstanding as 
name of director grantaward at grantaward awarded date at 29 nov 2009
russell clements 2662009 15840p 5729 1112012 5729
gary elden 2662009 15840p 5729 1112012 5729
alex smith 2662009 15840p 5729 1112012 5729
sunil wickremeratne 2662009 15840p 5729 1112012 5729
gary elden also holds small percentage shareholdings in a number of sthree businesses under the group’s minority stake 
arrangements the earliest of these was created in november 2006 and in some cases loans were provided by the group to 
enable all senior individuals to acquire their shares in gary elden’s case loans totalling £305216 were granted under normal 
commercial terms on 30 november 2006 and 6 february 2007 all loans outstanding are expected to be repaid in full and 
details of the individual arrangements are also disclosed in the statutory accounts of the relevant businesses concerned as an 
executive director gary cannot participate in any minority stake arrangement approved by shareholders after his appointment 
to the board however at the agm in april 2009 shareholders ratified his participation in the 2008 arrangements as these were 
approved at the agm in april 2008 but not actually created until after his board appointment in july 2008 accordingly gary 
will be offered the opportunity to invest in these minority stakes in early 2010 in line with other senior individuals within the 
group
no other awards or share options are held by the executive directors
directors’ interests in shares
in accordance with the listing rules the directors’ interests in the share capital of the company at 29 november 2009 are 
shown below and there have been no changes to this information as at the date of this report no director had any other 
interest in the share capital of the company or its subsidiaries or exercised any share options during the year other than as 
already disclosed
 ordinary shares held at  ordinary shares held at percentage of 
name of director 1 dec 2008 changes in year  29 nov 2009 share capital
russell clements 4738151 398 4738549 389
gary elden 3384620 398 3385018 278
alex smith – 398 398 below 01
sunil wickremeratne 10670975 398 10671373 876
sir anthony cleaver 152446 – 152446 013
paul bowtell 10000 – 10000 001
alicja lesniak 4245 – 4245 001
t ony ward 12063 – 12063 001
nadhim zahawi 14720 – 14720 001
interests in shares relate only to ordinary shares of 1 pence each but may include partnership and matching shares held in 
trust under the sip  which are subject to forfeiture conditions in certain circumstances
during 2008 following a review of market practice in conjunction with deloitte the committee decided to introduce formal 
shareholding guidelines for executive directors as such all executive directors must attain a level of shares equivalent to 
at least 100 base salary within five years of 1 december 2008 or their date of appointment although there is no formal 
shareholding requirement below executive director level most executive committee members already hold shareholdings 
directors’ remuneration report
year ended 29 november 2009 continued sthree plc 26
well in excess of this level in line with the group’s culture of encouraging share participation at all levels in particular it is 
currently estimated that in total over 30 of the company’s share capital is held by directors founders the employee 
benefit t rusts senior management and other employees
on 27 november 2009 the last dealing day before the year end the closing market price of sthree plc ordinary shares 
was 250p the highest and lowest closing prices of these shares during the year was 2763p and 1240p respectively 
based on the london stock exchange daily official list
approval
this report was approved by the committee on behalf of the board on the date shown below and signed on its behalf by
tony ward obe
chairman of the remuneration committee
29 january 2010
directors’ remuneration report
year ended 29 november 2009 continued sthree plc 27
the board believes that high 
standards of corporate governance are 
intrinsic to the company’s culture and 
values in particular
•
  they are central to its core values 
and strategy including integrity 
professional excellence and 
sustainability as stated in this 
annual report
•
   they underpin the objectivity 
of such processes as balance 
sheet and cash management 
risk management the design 
and operation of executive 
remuneration and succession 
planning
•
   they are the basis for the 
accountability of executive 
management to the board and 
of the board to company’s 
shareholders
this report outlines how the company 
has complied with the provisions 
of the combined code on corporate 
governance revised by the financial 
reporting council in june 2008 ‘the 
code’ the board considers that it 
complied with all key provisions of 
section 1 companies of the code 
and the table below summarises how 
the company has applied the main 
and supporting principles of the code 
during the year
corporate governance report 
year ended 29 november 2009
relevant area of section 1  
of the combined code commentary including relevant code provision
a directors
a1 the board  the board provides entrepreneurial leadership and overall control of the group its primary 
role is to create value for shareholders to agree and approve the group’s longterm strategic 
objectives and to develop robust corporate governance and risk management practices 
whilst ensuring that the necessary financial and other resources are made available to 
enable those objectives to be met
  certain powers are delegated to the remuneration committee audit committee and 
nomination committee details of the roles and responsibilities of these committees are set 
out under the relevant section below in addition the board has agreed t erms of reference 
for its other formal committees in order to facilitate more efficient working practices and 
these include the executive committee the investment committee a routine business 
committee and csr committee to provide a clear framework of delegated and other 
authorities
  a11 the board is responsible to shareholders for the proper management of the group and 
has identified key financial and operational areas that require regular reporting and which 
enable the performance of executive management to be reviewed and monitored these 
are set out in a schedule of matters reserved to the board which is reviewed and kept 
updated on a regular basis the schedule outlines all matters requiring specific consent of 
the board which include interalia the approval of group strategy and operating plans the 
annual budget the annual report the interim report and related announcements major 
divestments and capital expenditure large acquisitions and disposals the recommendation 
of dividends and the approval of treasury and risk management policies the schedule 
therefore facilitates structured delegation subject to certain financial limits and provides 
a practical framework for executive managementreporting which seeks to achieve the 
objectives of maintaining effective financial and operational controls while providing 
sufficient flexibility to manage the business the current schedule of matters reserved to 
the board is available on the company’s website wwwsthreecom
  a12 the number of and attendance at board and committee meetings during the year is 
shown in a table below almost all meetings were fully attended and outside these there 
was frequent contact between directors to discuss the company’s affairs and develop its 
business sthree plc 28
corporate governance report  
year ended 29 november 2009    continued
  a13 the chairman meets with the non executive directors ‘neds’ without the executive 
directors being present either before or after each board meeting and this is formally 
minuted whilst the senior independent non executive director ‘sid’ holds annual 
discussions with the other neds without the chairman being present and also with the 
executives in order to appraise the chairman’s performance
  a14 each director ensures that if heshe has any concerns which cannot be resolved 
about the company or a proposed action such concerns are recorded in the board minutes 
whilst upon resignation nonexecutives are invited to provide a written statement to the 
chairman for circulation to the board should they have any concerns
  a15 appropriate insurance cover is in place in respect of legal action against the directors
a2 chairman and a21 there is a clear division of responsibilities between the chairman and the chief  
chief executive  executive officer and they have been set out in writing and approved by the board so that no 
one individual has unfettered powers of decision
  in particular the chairman leads the board in the determination of its strategy and in the 
achievement of its objectives and is responsible for organising the business of the board 
ensuring its effectiveness and setting its agenda but has no involvement in the dayto
day business of the group the chairman facilitates the effective contribution of the neds 
including board induction and evaluation ensures constructive relations between executive 
and neds and that the directors receive accurate timely and clear information to facilitate 
effective communication with shareholders
  the chief executive officer has direct charge of the group on a daytoday basis and overall 
responsibility to the board for the financial and operational performance of the group under 
a job description which clearly sets out these responsibilities
a3 board balance the board comprises a balance of executive and neds who bring a wide range of skills and 
and independence  experience to its deliberations the neds fulfil a vital role in corporate accountability and 
have a particular responsibility to ensure that the strategies proposed by the executive 
directors are fully discussed and critically examined not only in the best longterm interests 
of shareholders but also to take proper account of the interests of customers employees 
and other stakeholders the neds are all experienced and influential individuals and through 
their mix of skills and business experience they contribute significantly to the effective 
functioning of the board and its committees ensuring that matters are fully debated and 
that no one individual or group dominates the decision making process
  directors have a wide range of experience of various industry sectors relevant to the group’s 
business and each member brings independent judgement to bear in the interests of the 
company on issues of strategy performance resources and standards of conduct the 
board has an appropriate and varied range of skills vital to the success of the group
  the composition of the board and its various committees is reviewed and evaluated so as 
to reflect the board’s and the committees’ balance of skills expected time commitment 
knowledge and experience the directors’ aim is to ensure that the balance of the board 
reflects the changing needs of the group’s business and therefore composition balance and 
skills are all regularly monitored sthree plc 29
corporate governance report  
year ended 29 november 2009 continued
  a31 excluding the chairman the other neds have been determined by the board throughout 
the year as being independent in character and judgement with no relationships or 
circumstances which are likely to affect or could appear to affect the director’s judgement
  a32 the board comprises the non executive chairman who is not classed as independent 
because of his position but who met the independence criteria set out in the code on 
appointment four executive directors and four independent neds this is in compliance 
with the code which requires at least half of the board to consist of independent neds
  a33 t ony ward is appointed as the senior independent ned and is available to shareholders 
to discuss strategy or governance issues or should there be matters of concern that have 
not or cannot be addressed through the normal channels
a4 appointments a41 appointments to the board are the responsibility of the full board upon the  
to the board  recommendation of the nomination committee and after appropriate external consultation 
and selection through advisors details of the composition work and responsibilities of this 
committee are set out under the relevant section below
  a44 upon joining the board each ned receives a formal appointment letter which identifies 
their responsibilities and expected minimum time commitment being typically two days 
per month these letters are available for inspection at the company’s registered office all 
potential director candidates are required to disclose any significant outside commitments 
prior to appointment and must undertake that they have sufficient time to meet such 
commitments in addition to company business
  the company’s articles of association also set out clear powers of removal appointment 
election and reelection of directors
a5 information board and committee meeting papers are circulated well in advance of the relevant meeting 
and professional and where a director is unable to attend heshe is provided with a copy of the papers and  
development  has the opportunity to comment on the matters to be discussed minutes of all committee 
meetings are circulated to all the directors irrespective of committee membership
  a51 an induction programme is in place for new appointments and this is tailored to each 
individual to ensure that it is appropriate for their role and level of previous experience at 
scheduled board meetings directors receive detailed reports from executive management 
on the performance of the group and such managers give regular presentations on their 
areas of responsibility board members are invited to attend the group’s annual conference 
in order to join senior management from each brand and geographic area to discuss current 
initiatives and board meetings are also scheduled at office locations spread throughout 
the globe in order to allow all directors to meet local managers and improve international 
understanding directors are provided with written materials on their responsibilities as 
directors of a public company and on other relevant regulatory legal governance and 
accounting matters regular updates are provided on other relevant topics as required and 
directors are also encouraged to attend external seminars on areas of relevance to their role 
in order to facilitate their professional development these measures help to ensure that the 
directors continue to develop their knowledge of the group’s business and get to know its 
senior management as well as being aware of their general responsibilities sthree plc 30
corporate governance report  
year ended 29 november 2009 continued
 major shareholders may upon appropriate request meet new neds
  the board encourages executive directors to accept external appointments in order to 
broaden their experience although currently no such positions are held
  a52 directors are entitled to obtain independent professional advice at the company’s 
expense in the performance of their duties as directors and no such advice was sought 
during the year
  all committees are serviced by the company secretary’s team and are appropriately 
resourced
  a53 directors have access to the advice and services of the company secretary who is 
responsible to the board for ensuring that its procedures are complied with and to assist 
in arranging any additional information as required the appointment and removal of the 
company secretary is a matter reserved for the board as a whole and the last appointment 
was made in october 2006
a6 performance a61 an annual performance evaluation process led by the chairman is in place to evaluate  
evaluation  the board committees and individual directors this ensures that the performance of each 
individual director and the functioning and constitution of the board and each committee 
are properly assessed the chairman also discusses the individual performance of directors 
in consultation with other directors whilst the sid holds annual discussions with the 
other neds without the chairman being present and also with the executives in order to 
appraise the chairman’s performance these assessments concluded that the performance 
of the board each committee and each director was and is effective and that directors 
demonstrate full commitment in their respective roles
  the evaluation process takes the form of a questionnaire completed by each director 
giving hisher assessment of both collective and individual performances and the results 
are reviewed and debated both at board and committee level as well as with the individual 
director concerned if appropriate
  the board will continue to develop this process as necessary in order to take into account 
evolving best practice and will be reviewing its procedures after the agm in 2010 following 
the appointment of a new chairman
a7 reelection  a71 the company’s articles of association state that a director appointed by the board 
shall hold office only until the next agm unless reelected during that meeting additionally 
each director must retire at the agm held in the third calendar year following the year in 
which heshe was elected or last reelected but shall be eligible for reelection
  a72 reference to performance commitment and biographical details of directors as well 
as an explanation of the reason why each retiring director should be reelected are all 
provided in the notice of annual general meeting ‘agm’ the company also complies fully 
with the code in respect of its agm voting arrangements and rns disclosure sthree plc 31
corporate governance report  
year ended 29 november 2009 continued
b remuneration
b1 level and makeup  the directors’ remuneration report sets out in full the policies and practices which 
demonstrate the company’s implementation of this code principle and provisions
b2 procedure  details of the composition work and responsibilities of this committee are set out under the 
relevant section below and in the directors’ remuneration report
c accountability and audit
c1 financial reporting  c11 the directors’ responsibility for preparing the accounts and statement by the auditors 
about their reporting responsibilities are set out in the directors’ report and independent 
auditors’ report respectively
 c12 a ‘going concern’ statement is included in the directors’ report
c2 internal control  c21 the board’s statement regarding its review of the effectiveness of the group’s system 
of internal controls is set out below and this is reviewed annually
c3 audit committee details of the composition work and responsibilities of this committee are set out under  
and auditors the relevant section below
d relations with shareholders
d1 dialogue with communications with shareholders are given a high priority the company produces 
institutional shareholders  annual and interim reports which are published for all shareholders and the company’s 
website contains uptodate information on the group’s activities investor presentations 
and published financial results shareholders can also subscribe for email alerts of 
important announcements made
  there is regular dialogue with institutional shareholders whilst ensuring that price sensitive 
information is released at the same time to all shareholders in accordance with the 
requirements of the uk listing authority presentations are made after the company has 
published its full and half year results and there is also dialogue on specific issues such as 
the reelection of the chairman minority interests introduction of and changes to the long 
t erm incentive plan and on other key remuneration issues
  d11 the chairman senior independent and other neds are available to shareholders to 
discuss strategy or governance issues or should there be matters of concern that have not 
or cannot be addressed through the executive directors although no requests were made 
by shareholders to meet with these individuals during the year
  d12 views of analysts brokers and institutional investors are sought on a nonattributed 
basis via periodic sentiment surveys and these as well as analyst and broker publications 
are circulated to all directors to ensure that all can develop an understanding of the views of 
major shareholders any issues or concerns are raised at the board and directors routinely 
receive regular reports on share price trading activity and sector updates
d2 constructive use the board views the agm as a valuable opportunity to communicate with private and  
of agm institutional investors and welcomes their participation sthree plc 32
corporate governance report  
year ended 29 november 2009  continued
  d21 the company proposes a separate resolution on each substantially separate issue and 
the proxy appointment forms for each resolution provide shareholders with the option to 
direct their proxy to vote either for or against the resolution or to withhold their vote
  d22 the company’s registrars ensure that all valid proxy appointments received for the 
agm are properly recorded and counted and a schedule of proxy votes cast is made available 
to all shareholders attending the meeting there is full disclosure of the voting result via 
rns and on the company’s website as soon as practicable after the agm has concluded
  d23 all board members are encouraged to attend the agm and in particular the chairmen 
of the audit nomination and remuneration committees are available to answer questions
  d24 the notice of agm is posted at least twenty working days prior to the date of the 
meeting and the company’s website contains copies of all notices issued
board and committee composition and attendance in accordance with a12 of the code
as stated the board has established various committees each with clearly defined terms of reference procedures 
and powers which are regularly reviewed all committees operate in accordance with the relevant terms of reference 
approved by the board with copies of these being available on request from the company secretary or downloadable from 
wwwsthreecom in addition to scheduled board meetings during the year the board met for the agm and strategy away 
day the number of committee meetings held for each respective committee and attendance thereat is as follows
directors possible attendance actual attendance
    remun nom   remun nom
  board audit eration ination board audit eration ination
sir anthony cleaver  9 na na 2 9 na na 1
russell clements  9 na na na 9 na na na
sunil wickremeratne  9 na na na 9 na na na
alex smith  9 na na na 9 na na na
gary elden  9 na na na 8 na na na
t ony ward  9 na 4 2 9 na 4 2
alicja lesniak  9 3 4 2 8 3 4 2
paul bowtell  9 3 na 2 8 3 na 2
nadhim zahawi  9 3 4 na 9 3 4 na
sir anthony cleaver was not able to attend the other nomination committee meeting as the business related to the 
recruitment of his successor sthree plc 33
corporate governance report  
year ended 29 november 2009 continued
audit committee in 
accordance with c31 to c37 
of the code
the audit committee consists of 
paul bowtell chairman alicja 
lesniak and nadhim zahawi and 
accordingly comprises at least 
three independent neds as required 
by the code the chief executive 
officer the chief financial officer 
the company secretary and the 
external auditors attend all meetings 
at the request of the committee paul 
bowtell is a chartered accountant 
and is considered by the board to 
have recent and relevant financial 
experience particularly in view of his 
role as chief financial officer of tui 
t ravel plc
the committee’s principal 
responsibilities are set out in its terms 
of reference and broadly are to 
monitor the integrity of the financial 
statements of the company and any 
formal announcements relating to 
the company’s financial performance 
reviewing significant financial 
reporting judgements contained 
in them to review the company’s 
internal financial controls and to 
review the company’s internal control 
and risk management systems and 
identify and report on any business 
areas where action or improvement 
are needed and recommend actions 
to be taken to monitor and review 
the effectiveness of the company’s 
internal audit function to review 
arrangements by which group 
employees may raise concerns about 
possible improprieties in financial 
reporting or other such matters 
and ensure appropriate follow up 
currently via a confidential telephone 
helpline with detail published 
on the group’s intranet to make 
recommendations to the board for 
it to put to the shareholders for their 
approval in general meeting in relation 
to the appointment reappointment 
and removal of the external auditor 
and to approve the remuneration and 
terms of engagement of the external 
auditor to review and monitor the 
external auditor’s independence and 
objectivity and the effectiveness 
of the audit process taking into 
consideration relevant uk professional 
and regulatory requirements and 
to develop and implement policy 
on the engagement of the external 
auditor to supply nonaudit services 
taking into account relevant ethical 
guidance regarding the provision of 
nonaudit services by the external 
audit firm reporting to the board 
identifying any matters in respect 
of which it considers that action or 
improvement is needed and making 
recommendations as to the steps to 
be taken
the committee considers 
matters relating to the 
recommendation for appointment 
reappointment remuneration 
and terms of engagement of 
the company’s external auditor 
pricewaterhousecoopers llp ’pwc’ 
both the committee and the external 
auditors themselves have safeguards 
in place to ensure that objectivity 
and independence is maintained 
including the periodic rotation of the 
audit partner in addition to the annual 
appointment of the external auditors 
by the shareholders the committee 
regularly reviews their independence 
taking into consideration relevant 
uk professional and regulatory 
requirements the committee 
reviews performance and fees 
charged and meets with the external 
auditor at least once a year without 
management present
the committee considers that the 
relationship with the external auditors 
is working well and remains satisfied 
with their effectiveness accordingly 
to date it has not considered it 
necessary to require pwc to retender 
for the audit work the external 
auditors are required to rotate audit 
partners responsible for the group 
and subsidiary audits every five years 
and the current lead audit partner has 
been in place for one year there are 
no contractual obligations restricting 
the group’s choice of external auditor
during the year the committee 
reviewed its policy on non audit work 
which may be undertaken by the 
external auditor and closely monitors 
such work this policy provides that 
nonaudit work may be carried out by 
the external auditor only where that 
work does not impair independence 
and where the committee believes 
that it is in the group’s best interests 
to make use of the external auditor’s 
knowledge of the business such 
work has included detailed local 
statutory audits required due to 
legislation other services required 
due to legislation assurance work 
taxation advice and other specialist 
services where no internal resource 
is currently available the committee 
continuously monitors the quality and 
volume of this work in order to assess 
whether to use other accounting 
firms or appropriately qualified 
organisations
details of fees paid to the external 
auditors for both audit and nonaudit 
work are given in the notes to the 
financial statements the committee 
has fully evaluated this work and 
remains comfortable that it is 
appropriate and the fees justified
following its creation the group has 
continued to expand its internal audit 
function which is now at full strength 
the committee believes that this 
function remains effective and adds 
significant value
nomination committee in 
accordance with a41 a42 
a43 and a46 of the code
the nomination committee consists 
of sir anthony cleaver chairman 
t ony ward alicja lesniak and paul 
bowtell and accordingly comprises  sthree plc 34
corporate governance report  
year ended 29 november 2009  continued
a majority of independent neds as 
required by the code
the nomination committee’s terms 
of reference are to review regularly 
the structure size and composition 
including the skills knowledge 
and experience of the board make 
recommendations with regard to 
any changes and to review and 
prepare relevant job descriptions 
for new appointees the committee 
also considers future succession for 
appointments to the board and to 
senior management so as to maintain 
an appropriate balance of skills and 
expertise within the company and 
on the board where appropriate 
the committee engages external 
search consultants with respect to 
both executive and nonexecutive 
board appointments as was the case 
for the most recent appointments 
being nadhim zahawi and alex smith 
in all such cases the committee 
first conducted an evaluation of 
the balance of skills knowledge 
and experience on the board and 
in the light of this prepared an 
appropriate description of the role and 
capabilities required for the particular 
appointment
as sir anthony cleaver is to retire as 
chairman at the forthcoming agm the 
nomination committee has already 
engaged external search consultants 
and prepared a job specification 
which includes an assessment of the 
time commitment expected as well as 
recognising the need for availability 
both for induction and in the event of 
a crisis
in terms of succession planning 
the group has continued its ‘t op 60’ 
leadership initiative bringing together 
key managers from around the 
globe at regular sessions in order to 
identify and develop the most talented 
individuals for executive positions as 
part of this initiative egon zehnder 
international were engaged to 
undertake evaluations of a number 
of key individuals the nomination 
committee closely monitors these 
activities to ensure that they are 
continually aligned with the group’s 
strategy
remuneration committee in 
accordance with b21 of the 
code
the remuneration committee 
is responsible for making 
recommendations to the board on 
group policy for the remuneration of 
the executive directors and senior 
executives and for the determination 
within agreed terms of reference of 
additional benefits for each of the 
executive directors including pension 
rights and any compensation for 
loss of office the committee is also 
responsible for the implementation 
and operation of employee share 
incentive arrangements the 
committee comprises a majority of 
independent neds as required by 
the code full information on the 
composition role and operation of 
the remuneration committee and 
directors’ remuneration is detailed in 
the directors’ remuneration report
system of internal controls in 
accordance with c21 of the 
code
the board has overall responsibility 
for the group’s internal controls 
system and for monitoring 
effectiveness in order to safeguard 
shareholders’ investments and the 
group’s assets executive directors 
and senior management are 
responsible for the implementation 
and maintenance of the system 
which is subject to periodic and at 
least annual review by the board 
as explained above in response to 
business requirements the group 
created an internal audit function in 
2008 in order to facilitate this process
the board monitors the continuous 
process by which critical risks to the 
business are identified evaluated and 
managed and this process explicitly 
includes the risks and opportunities 
to enhance value arising from 
environmental social and governance 
‘esg’ matters this process is 
consistent with the t urnbull guidance 
on internal control and has been in 
operation for the period under review 
and up to the date of approval of this 
annual report
the board assesses the effectiveness 
of the group’s system of internal 
controls including material controls 
such as financial operational 
and compliance controls and risk 
management systems these are 
designed to manage rather than 
eliminate the risk of failure to 
achieve the group’s objectives and 
can only provide reasonable and 
not absolute assurance against 
material misstatement or loss the 
board considers in assessing what 
constitutes reasonable accuracy 
the materiality of financial and non
financial risks and the relationship 
between the cost of and benefit from 
internal control systems
the board regularly reviews the 
actual results compared with the 
budgeted and forecast performance 
of the group as well as other key 
performance indicators
during 2009 the group rationalised 
its brands to implement a country 
director structure and lines of 
responsibility and delegated 
authorities are areas which continue 
to be reviewed with policies 
and procedures updated and 
communicated accordingly
assessment of risk and 
enterprise risk management 
‘erm’ framework
the board through the audit 
committee has overall responsibility 
for risk management activities and 
implementing policies to ensure that  sthree plc 35
corporate governance report  
year ended 29 november 2009 continued
all risks are evaluated measured 
and kept under review by way of 
appropriate kpis following the 
thorough review of risk control 
processes undertaken in 2008 the 
group has continued to roll out its 
erm framework throughout the 
business and has consequently 
further developed and enhanced its 
risk evaluation and erm reporting 
mechanism t o objectively assess 
progress made in october 2009 the 
committee commissioned a gap 
analysis which was undertaken by 
external erm specialists this was 
facilitated by interviews with key 
management as well as a strategic 
risk workshop involving executive 
directors brand mds country 
directors as well as key function 
heads this gap analysis identified 
a number of areas that had already 
been improved but also areas for 
further improvement summarised as 
follows
improvements already made
•
  group key risk register now 
better targeted with risk profile 
movement illustrated with 
countrysupport function sub
registers
•
  country directors being engaged 
to set up regular local workshop 
sessions to reviewupdate risks 
and improve risk ownership
•
  regular reviews of risksintegrity 
in place via a standing risk item 
as part of the quarterly country 
directorsbrand mds and support 
meetings
•
  additional audit committee 
meetings scheduled each year 
with regular presentations by 
brands etc on their approach 
to business risk management
tracking of improvement areas
•
  further ‘risk focussed’ leadership 
workshops being scheduled 
with erm specialists to be in 
attendance
areas for potential 
improvement
•
  group wide communication of 
risk management processes was 
patchy
•
  no formal risk management policy 
and procedure document approved 
by the board
•
  the group’s risk appetite could be 
better defined and formalised
•
  some key executive job 
descriptions should be redrafted 
to include reference to their risk 
responsibility
•
  the group’s annual report 
disclosure could be improved to 
better describe its good progress 
on risk areas
the group has already seen the 
benefits of its enhanced erm 
framework through improved 
strategic and individual brand focus 
on key risk areas with greater clarity 
on risk ownership identification of 
opportunities as well as threats whilst 
also facilitating better monitoring 
of progress mitigation measures 
and forward looking assessment 
including where appropriate 
reference to esg matters
consequently work is already well 
advanced to address the areas 
for improvement working closely 
with all parties commencing with 
groupwide communication of the 
erm framework underpinned by a 
formal erm policy endorsed by the 
audit committee in early 2010 it is 
expected that when fully rolled out 
the erm arrangements will meet as 
closely as possible the appropriate 
bsi standard bs 3100 on risk 
management processes and that 
the resulting corporate risk register 
will improve risk areas such as the 
recording of the key risks facing the 
business assessment of the likelihood 
of risks crystallising their potential 
materiality progress on reducing each 
risk area and the group’s response 
to each risk responsibility for 
management of each risk identified is 
typically attributed to the most senior 
appropriate person and as previously 
the audit committee will review 
the register twice a year as well as 
receiving the various presentations 
from key business areas sthree plc 36
association of british insurers 
‘abi’ guidelines on responsible 
investment disclosures
in respect of the company’s 
compliance with the abi guidelines on 
responsible investment disclosures 
the board confirms the following in 
relation to its responsibilities policies 
and procedures
•
  as part of its erm procedures 
the board takes account of the 
significance of environmental 
social and governance ‘esg’ 
matters to the business of the 
company adherence to these 
procedures and disclosure of 
relevant issues is monitored by the 
internal audit function
•
  the board has reviewed but has 
not identified any significant esg 
risks to the company’s short and 
longterm value or opportunities to 
enhance value
•
  the board has received adequate 
information to make this 
assessment by way of its erm 
procedures and where necessary 
has taken account of esg matters 
in the training of directors as well 
as ensuring inclusion in bonus 
structures
•
  the board has ensured that the 
company has in place effective 
systems for managing and 
mitigating significant risks 
where relevant these incorporate 
performance management 
systems and appropriate 
remuneration incentives
•
  there are no esgrelated risks 
and opportunities that may 
significantly affect the company’s 
short and long term value or the 
future of the business
going concern
the board has reviewed the group’s 
budget for the financial year ending 
28 november 2010 and medium term 
financial projections for the next three 
years after taking account of the cash 
flow projections including proposed 
capital expenditure and considering 
the availability of borrowing facilities 
the board has concluded that it is 
appropriate to prepare the accounts of 
both the group and the company on 
the going concern basis
corporate social and 
environmental responsibility
the board recognises that the group 
has a responsibility to act ethically 
in relation to the physical and social 
environment in which it operates and 
that failure to do so could adversely 
impact on the group’s long and short
term value as a result of financial 
penalty and loss of customer support 
it takes such responsibilities seriously 
paying due regard to international and 
local laws in all its dealings further 
details are disclosed in the corporate 
social responsibility report
steve hornbuckle
company secretary 
29 january 2010
corporate governance report  
year ended 29 november 2009  continued sthree plc 5 37
corporate social 
responsibility report
year ended 29 november 2009
introduction
we believe that proper understanding 
and management of our social and 
environmental impacts are important to 
the continued success of our business 
as we focus on long term success our 
csr strategy called giving something 
back concentrates on tackling issues 
that will have a sustained effect on our 
local and international communities 
our environment our people – and 
ultimately our business
we strive to be the best company 
to work for and we cannot achieve 
this without being a socially and 
environmentally responsible business 
our global success will be increasingly 
reliant on the breadth and effectiveness 
of our csr programme and we now 
have a solid base linking people 
committees and policies to make this 
programme an integral part of how we 
run our business
background
during 2007 we commissioned a 
specialist csr advisor to undertake a 
review of our csr practices this led 
to the launch of our giving something 
back programme detailed in this report 
putting together the programme 
involved the development of a clear 
strategy and framework to ensure the 
strategy was implemented within the 
desired timeframe in 2009 a cross
disciplinary team of managers started 
working together on a regular basis to 
further develop and implement our csr 
programme and the progress made 
forms the basis of this report 2010 will 
see us build a fullyfledged programme 
on the foundations laid over the last 
two years
principles
in 2007 we defined our corporate social 
responsibility ambitions that underpin 
everything we do as follows
• give those in the community that 
most need it opportunity and 
aspiration
• respect the environment we live in
• give back to the people who work so 
hard to make this a great company
governance
our csr strategy is set by a committee 
which meets regularly and is chaired 
by the group hr director who briefs 
the board on appropriate matters 
separate meetings are held with non 
executive directors on relevant matters 
periodically the board receives regular 
progress updates on matters from the 
committee
our csr programme is reviewed on 
a regular basis to make sure that the 
company adheres to national and 
international legal and environmental 
requirements
what happened in 2009
giving something back concentrates 
on three areas community 
environment and workplace the 
following details progress made against 
our csr strategic objectives in 2009
community 
we want to give those that most need 
it opportunity and aspiration – this 
applies to the communities in which we 
work and beyond we have a wealth of 
talent and energy at sthree that can be 
harnessed to benefit communities local 
to our offices and we will continue to 
partner with charities and community 
groups to facilitate this fulfilling our 
community commitments influences 
the way we do business and we hope 
they will contribute to our continued 
success
one of the key achievements of 2009 
was to ratify our first volunteering 
and fundraising policy that underpins 
all the work we do for communities 
and enabled us to clearly state to 
employees how they can get involved 
with our community work activities 
that took place in 2009 include
volunteering
following an awardwinning 
‘apprentice day’ held in 2008 we 
were keen to build on this success in 
2009 this involved working closely 
with time  t alents westminster 
a not for profit partnership enabling 
private public and voluntary sector 
organisations to work together to 
deliver effective employer supported 
volunteering esv our membership 
of this organisation gives us access 
to charities that are interested in 
employers providing skilled volunteers 
that would take a lot of effort and time 
to achieve ourselves
our main focus for any work we do 
in the community is young people 
especially those classified as neet 
– not in education employment or 
t raining t o that end we worked hard 
with time  t alents and connexions 
who we organised the apprentice day 
with to find ways of providing support 
to young people to help them find jobs 
unfortunately due to connexions 
becoming a part of city of westminster 
council and a strengthening of child 
protection laws we weren’t able to 
progress this initiative
t owards the end of 2009 we started 
working with the paddington academy 
a nonselective school in west london 
for 11 to 18 year olds and look forward to 
offering our employees the chance to 
volunteer at the academy in 2010 we 
have agreed a series of activities the 
first being a teacher mentoring scheme 
for our senior managers other activities 
will quickly be developed that will focus 
on employability sthree plc 5 38
in addition to the policy developed in 
2009 that outlines how employees can 
get involved in volunteering supported 
by us or arranged by the individual 
we have online application forms and 
an approval process that ensures 
everyone benefits from the experience 
each permanent employee at sthree 
is entitled to two volunteer days per 
year that can be used to attend a 
volunteering activity
as a corporate partner of time  
t alents westminster we meet 
regularly with other corporate 
community and third sector partners 
to share our collective experiences 
and work together to build a strong 
network that will benefit each partner 
and their stakeholders we will host an 
employability working group in spring 
2010 with the objective of setting the 
agenda for any volunteering done in 
this area within westminster
fundraising
raising funds for charitable causes has 
always been important at sthree and 
we continued to fundraise for some 
great charities in 2009 our current 
charity partner sos children’s villages 
has benefited from three major 
fundraising events – a fun day in june 
a dress down day in september and 
a prize draw at our annual battersea 
christmas party sos children provide 
homes for orphans and abandoned 
children worldwide and were chosen at 
the end of 2008 because of their young 
person focus and international scope 
as a growing international company 
we wanted to have a charity partner 
that represented our network of offices 
around the world
we are very pleased to have raised 
nearly £37000 for sos children 
this year – with matched funding it 
takes the grand total to just short of 
£60000 as non direct donations are 
not matched in april of this year we 
asked our employees which village 
should benefit from our support during 
the partnership and they had two to 
choose from our employees chose 
chipata and we are excited to report 
that we have raised nearly enough to 
pay for one of the 15 houses that will 
form part of the village when it is built 
in 201011 as well as homes for the 
children there will be a nursery school 
and a medical centre
 as well as raising money for our 
charity partner we raise money 
through other dress down days 
for charities that are nominated 
by employees and chosen by the 
charity committee which is formed 
from a crosssection of employees 
within the group this year we raised 
over £45000 on these days for the 
following charities comic relief in 
march street child africa and motor 
neurone disease scotland in may and 
the alzheimer’s society in october
in total with matched funding six 
charities have received £100000 
from sthree and its employees and 
we are very proud of this amount and 
are looking forward to raising more 
in 2010 our future focus will be to 
enable employees in each region to 
choose a local charity to fundraise for 
and to have an international network 
of community champions throughout 
the group to engage employees and 
ensure that we maximise impact in 
this area
  
environment 
with 1500 employees spread 
across the globe managing our 
environmental impact is a challenge 
and one that we are fully committed 
to we have started to measure 
and reduce our carbon footprint 
throughout our uk operations and will 
implement individual carbon reduction 
plans for each uk office in 2010 by 
introducing technology to allow us 
to hold meetings and conferences 
via video links and the web we will 
continue to reduce the amount we 
travel and lessen our contribution to 
worldwide co
2
 emissions
t o kick start the measure and 
management of our carbon emissions 
in the uk we commissioned an energy 
consultancy called adian consulting 
to measure our carbon footprint in 
early 2009 this will change the way 
we manage energy at sthree and will 
lay the foundations for becoming an 
energy efficient company in the future 
our carbon footprint is disclosed below 
corporate social 
responsibility report   continued
year ended 29 november 2009
nursery school pupils at an existing sos children village in lusaka zambia sthree plc 5 39
corporate social 
responsibility report   continued
year ended 29 november 2009
currently less than 20 of ftse 
companies publish this figure although 
this will undoubtedly increase with 
the introduction of the uk carbon 
reduction commitment energy 
efficiency scheme crc although 
we fall outside the requirements of 
crc due to the amount of electricity 
we use we are pleased that we will be 
compliant with the scheme when it is 
introduced in april 2010
carbon footprint and energy 
management
in late 2008 a strategic decision 
was made to conduct a company
wide initiative to establish our 
carbon footprint and reduce energy 
consumption whilst taking steps to 
increase recycling by 50 adian 
consulting were engaged to manage 
and deliver the project using a phased 
approach
phase one looked into data availability 
in relation to carbon emissions 
associated with office energy 
efficiency business travel and 
our company car fleet in addition 
waste management and utilities 
cost management were singled out 
for future consideration and action 
this phase took place from march 
to may with the report being issued 
in the summer the report found 
information on energy consumption 
and cost was patchy across the whole 
organisation whilst there were few 
waste management systems in place 
to record the quantities generated and 
the rates at which waste may have 
been recycled
phase t wo commenced in may 2009 
to verify preliminary findings and to 
identify opportunities for change 
adian consulting visited and surveyed 
nineteen sthree offices in the uk 
and inspected landlords’ plant rooms 
service equipment and installations 
the end goal of both phases was a 
carbon footprint figure for our business 
in the uk the following are highlights 
of phase t wo that was delivered in 
september
•
  
the company’s uk carbon footprint 
was estimated at 2299 tonnes for 
the year 20078
•
  
89 2048 tonnes was due to 
building related energy usage
•
  
11 249 tonnes was due to 
business travel excluding cars 
journeys
•
  
energy efficiency could reduce the 
building related co
2
 emissions by 
approximately 11 195 tonnes and
•
  
for an organisation of our size and 
activity profile the suggested 
footprint was between 1600 tonnes 
and 3500 tonnes
carbon footprint
office
electricity
49
communal
electricity
30
communal
gas
10
travel by train
2
travel by
plane
9
water supply
negligible
we are currently in a transition phase 
as we look at scoping phase three 
of the carbon footprint project that 
will see us implement some of the 
recommendations from phase t wo 
phase three will also be focussed on 
putting systems in place in order that 
we can measure our carbon footprint 
internally from 2010 onwards
waste management
although we chose not to pursue 
actions to reduce the waste we create 
in phase t wo this does not mean that 
the subject was completely ignored 
while some offices in the uk have 
recycling facilities we do not have a 
ukwide solution to managing waste 
we therefore approached several 
waste management companies 
asking them to tender for a contract to 
manage all our waste in the uk and we 
expect to start implementing a waste 
management programme with the aid 
of one of these suppliers in 2010
offsetting
as a result of the carbon footprint 
project we will start implementing 
ways of managing our energy and 
reducing our carbon emissions in the 
future t o add to our commitment to 
respecting the environment we will 
invest in carbon reduction projects 
through climatecare to offset our 
annual carbon footprint this means 
that we will invest around £15000 in 
projects in 2010
we have taken a number of steps to 
reduce the amount of business travel 
our employees make over the last 
two years although we are conscious 
that this area still represents over 
10 of our carbon footprint figure t o 
minimise the impact of this travel on 
the environment we will be offsetting 
all incentiverelated travel through 
climatecare
workplace
we want our people to thrive in 
the workplace and consider it our 
responsibility to provide an engaging 
supportive and safe environment that 
encourages them to make the best 
use of their talents and personalities 
we welcome anyone with the skills 
and abilities to succeed and are 
committed to offering our employees a 
balance of professional development 
benefits and rewards by not putting 
any restrictions on the type of people 
we recruit and by treating everyone 
equally we have established a truly 
diverse workforce we regularly 
review our working practices to 
ensure that they meet the needs of 
our employees and the cultures we 
operate in during 2009 we pushed 
forward with new initiatives that fall 
under the workplace banner the most 
notable of these being a ukwide 
health  safety project and also being 
awarded diversity accreditation by the 
recruitment industry a summary of 
our 2009 initiatives is as follows sthree plc 5 40
corporate social 
responsibility report   continued
year ended 29 november 2009
diversity
we completed the recruitment  
employment confederation’s diversity 
assured health check in october 2009 
and are proud to have been awarded 
the diversity assured recruitment 
kitemark being a diversity assured 
recruiter confirms that we take a 
proactive approach to improving 
diversity in the workplace and show 
commitment to deliver diversity 
through better recruitment practices
we also developed our first group
wide diversity statement that outlines 
our aims in this area and confirms 
that we are currently concentrating 
on finding an accurate and efficient 
way of measuring how diverse our 
workforce is additionally we are in the 
early stages of developing a ‘women in 
the workplace’ initiative that will help 
attract retain and promote existing 
and prospective female employees 
as part of the programme we will 
look at introducing forums mentoring 
schemes and undertake a review of 
benefits that directly affect the group
health  safety
t o review and ultimately improve our 
health  safety practices a project 
team was put together in the spring of 
2009 and many improvements have 
now been implemented key amongst 
these was the development and 
subsequent ratification of a health  
safety policy for the uk and ownership 
was established in each office location 
for adherence to this policy a working 
environment selfassessment was sent 
to all uk employees and actions were 
taken at the end of the year to rectify 
any issues office visits were also made 
by the project manager to further 
understand local issues in the uk
a mirror project will be run in all 
international offices during 2010 
now that a blueprint for an effective 
initiative has been established
learning  development
many positive changes have been 
made to the structure and content 
of our training courses and our 
development programmes in 2009 as 
a salesorientated business we have 
traditionally only offered training to 
our employees working in sales teams 
however this changed in 2009 when 
we introduced a key skills programme 
for employees working in support roles 
along with learning plans for these 
employees
one of the major developments in our 
learning  development capability 
was to launch an online learning tool 
called mylearning which will allow 
all our international employees to 
take part in the full compliment of 
training courses available in tandem 
with the launch of mylearning the 
entire training programme for sales 
consultants was redesigned to reflect 
the changing needs of our business
wellbeing
a number of new employee benefits 
were introduced in 2009 as we look to 
standardise and increase the number 
of benefits offered to our employees 
worldwide for our uk employees we 
introduced new healthcare and dental 
plans and launched a salary exchange 
scheme which allows employees to 
contribute more to their company
sponsored pension fund we also 
introduced a new save as y ou earn 
sa ye scheme and share incentive 
plan sip to enable uk employees to 
buy shares in sthree
a pension scheme and healthcare plan 
were made available to employees in 
singapore and a healthcare scheme 
was launched for colleagues in the us
what is going to happen in 2010
following a successful year of 
progression in 2009 sthree’s giving 
something back programme in 2010 
will focus on increasing employee 
participation in the initiatives that will 
be launched throughout the year we 
will also be focussed on reducing our 
carbon footprint figure 
a brief summary of key initiatives for 
2010 is as follows
community
our fundraising goal is to pay for the 
building of two houses in the sos 
children’s village that will be built 
in chipata zambia costing around 
£126000 in total we aim to achieve 
this through a variety of established 
events as well as encouraging our 
employees to take part in individual 
fundraising activities and already have 
several employees planning to take 
part in a 10k run in london in july
supported volunteering activities 
will be launched this year in the 
uk with the first due to take place 
in the spring we are working with 
a number of charities and notfor
profit organisations in london to kick 
start the process before establishing 
opportunities in other areas in the 
second half of 2010
environment
phase 3 of our carbon emissions 
project will run throughout most of 
2010 and will see the implementation 
of several energy saving and energy 
management initiatives across uk 
offices the project will also see us 
implement systems and processes to 
enable the inhouse measurement of 
our carbon footprint in future years 
as we make efforts to reduce our 
carbon emissions as a group we are 
committed to offsetting our footprint 
every year by investing in carbon 
reduction projects across the globe
we aim to introduce waste reduction 
and management in all uk offices 
in 2010 this will involve finding a 
suitable national provider with the  sthree plc 5 41
process of selection already having 
begun as we open more and more 
offices globally we will look to decrease 
the environmental impact of each 
new office and will provide guidance 
to employees on how they can take 
personal ownership of environmental 
issues while at work 
workplace
being awarded diversity accreditation 
in 2009 was an important step for the 
group and we want to build on that 
success in 2010  we will be piloting a 
‘woman in management’ programme 
with the aim of increasing the number 
of female employees moving into 
management roles and the number of 
female managers being promoted to 
senior roles focus will also be on the 
implementation of a consistent method 
of measuring and monitoring our 
diversity footprint
we will continue the roll out of the 
health and safety project established 
in the uk in 2009 to all international 
offices as well as further developing 
our online learning portal to deliver 
worldwide training programmes 
summary
we are well on track with our csr 
programme and fully expect to make 
further progress throughout 2010 
russell clements
chief executive officer
29 january 2010
corporate social 
responsibility report   continued
year ended 29 november 2009
prizewinners at the sthree christmas charity event
the winning team from sthree’s fundraising fiveaside football tournament 
june 2009  sthree plc 42
independent auditors’ report 
year ended 29 november 2009
independent auditors’ 
report to the members of 
sthree plc
we have audited the financial 
statements of sthree plc for the 
year ended 29 november 2009 
which comprise the consolidated 
income statement the consolidated 
and company balance sheets 
the consolidated and company 
statements of changes in equity the 
consolidated and company cash flow 
statements and the related notes 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 
and as regards the parent company 
financial statements as applied in 
accordance with the provisions of the 
companies act 2006
respective responsibilities of 
directors and auditors 
as explained more fully in 
the statement of directors’ 
responsibilities set out on page 18 
the directors are responsible for 
the preparation of the financial 
statements and for being satisfied 
that they give a true and fair view 
our responsibility is to audit the 
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
this report including the opinions 
has been prepared for and only for 
the company’s members as a body in 
accordance with sections 495 to 497 
of the companies act 2006 and for no 
other purpose we do not in giving 
these opinions accept or assume 
responsibility for any other purpose 
or to any other person to whom this 
report is shown or into whose hands 
it may come save where expressly 
agreed by our prior consent in writing
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 and 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
opinion on financial 
statements 
in our opinion
•  
the financial statements give a 
true and fair view of the state 
of the group’s and of the parent 
company’s affairs as at 29 
november 2009 and of the group’s 
profit and group’s and parent 
company’s cash flows for the year 
then ended
•  
the group financial statements 
have been properly prepared in 
accordance with ifrss as adopted 
by the european union
•  
the parent company financial 
statements have been properly 
prepared in accordance with ifrss 
as adopted by the european union 
and as applied in accordance with 
the provisions of the companies 
act 2006 and
•  
the financial statements have 
been prepared in accordance 
with the requirements of the 
companies act 2006 and as 
regards the group financial 
statements article 4 of the las 
regulation
 
opinion on other matters 
prescribed by the companies 
act 2006 
in our opinion
• 
the part of the directors’ 
remuneration report to be 
audited has been properly 
prepared in accordance with the 
companies act 2006
• 
the information given in the 
directors’ report for the financial 
year for which the financial 
statements are prepared is 
consistent with the financial 
statements
• 
the information given in the 
corporate governance report 
set out on pages 27 to 36 with 
respect to internal control and 
risk management systems is 
consistent with the financial 
statements
matters on which we are 
required to report by exception
we have nothing to report in respect 
of the following
under the companies act 2006 we 
are required to report to you if in our 
opinion
• 
adequate accounting records 
have not been kept by the parent  sthree plc 43
independent auditors’ report  continued 
year ended 29 november 2009
company or returns adequate for 
our audit have not been received 
from branches not visited by us or
• 
the parent company financial 
statements and the part of the 
directors’ remuneration report to 
be audited are not in agreement 
with the accounting records and 
returns or
• 
certain disclosures of directors’ 
remuneration specified by law are 
not made or
• 
we have not received all the 
information and explanations we 
require for our audit or
• 
a corporate governance statement 
has not been prepared by the 
parent company
under the listing rules we are 
required to review
• 
the directors’ statement set out 
on page 36 in relation to going 
concern and
• 
the parts of the corporate 
governance statement relating to 
the company’s compliance with 
the nine provisions of the june 
2008 combined code specified for 
our review
julian jenkins  
senior statutory auditor 
for and on behalf of 
pricewaterhousecoopers llp 
chartered accountants and  
registered auditors
london
29 january 2010 sthree plc
consolidated income statement
year ended 29 november 2009
	 29	november	 30	november 	
	 2009	 2008
	 	 	before		 	 	 before		 	
	 	 exceptional		 e xceptional		 	 exceptional		 e xceptional		
	 	 items		 items		 t otal		 items		 items		 t otal	
	 note	 	 £’000		 £’000		 £’000		 £’000		 £’000		 £’000	
revenue		 2		 519372		 –	 519372		 631520		 –	 631520	
cost of sales   348217  – 348217  412581  – 412581 
gross	profit		 2		 171155		 –	 171155		 218939		 –	 218939	
administrative expenses  3  153159  9050  162209  162129  1957  164086 
operating	profit		 	 17996		 9050		 8946		 56810		 1957		 54853	
finance income  5  359  – 359  25  – 25 
finance cost  5  378  – 378  827  – 827 
profit	before	taxation		 	 17977		 9050		 8927		 56008		 1957		 54051	
t axation  6  5539  2574  2965  16809  594  16215 
profit	for	the	year		 	 12438		 64 76		 5962		 39199		 1363		 37836	
attributable	to
equity holders of the company   11274  6476  4798  37241  1363  35878 
minority interest   1164  – 1164  1958  – 1958 
	 	 12438		 64 76		 5962		 39199		 1363		 37836
earnings	per	share		 8	 pence	 pence	 pence	 pence	 pence	 pence
basic  95 55 40 299 11 288
diluted  92 53 39 292 11 281 
the accompanying notes on pages 49 to 98 are an integral part of these consolidated financial statements
 all amounts relate to continuing operations 
sthree	plc 5 44 sthree plc
balance sheets
as at 29 november 2009
	 consolidated	 company
	 	 29	november	 30	november	 29	november	 30	november
	 	 2009		 2008		 2009		 2008	
	 note		 £’000		 £’000		 £’000		 £’000	
assets	
noncurrent	assets	
property plant and equipment  9  5398  6575  – –
intangible assets  10  10899     12262  – –
investments in subsidiaries  11  – – 238543  237117 
deferred tax assets  18  5515  3146  1157  226 
  21812  21983  239700  237343 
current	assets 
t rade and other receivables  12  93229  139937  2536  2374 
current tax assets  14  3309  – – –
cash and cash equivalents  22  45272  24584  150  –
assets classified as heldtomaturity  13  3203  – – –
  145013  164521  2686  2374 
t otal	assets		 	 166825		 186504		 242 386 		 239717	
liabilities	
current	liabilities	
provisions for liabilities and charges  17  3063  332  – –
t rade and other payables  15  76056  81246  53194  66376 
financial liabilities  16 22  – – – 1167 
current tax liabilities  14  – 10818  497  –
  79119  92396  53691  67543 
noncurrent	liabilities	
provisions for liabilities and charges  17  2889  3535  – –
  2889  3535  – –
t otal	liabilities		 	  82008 		 95931		 53 691 		 67543	
net	assets		 	 84817 		 90573		 188 695 		 17217 4	
equity
capital	and	reserves	attributable	to	the	
company’s	equity	holders	
share capital  19  1218  1218  1218  1218 
share premium   2925  2925  2925  2925 
capital redemption reserve  19  168  168  168  168 
capital reserve  19  878  878  878  878 
currency translation reserve   2416  2331  – –
retained earnings   72562  78906  183506  166985 
  80167  86426  188695  172174 
minority	interest	  4650  4147  – –
t otal	equity		 	 84817 		 90573		 188 695 		 17217 4	
the accompanying notes on pages 49 to 98 are an integral part of these financial statements
these financial statements were approved by the board of directors on 29 january 2010 
on behalf of the board of directors 
sir anthony cleaver   alex smith
chairman	 	 	 chief	financial	officer
sthree	plc 5 45 sthree plc
consolidated statement of changes in equity
year ended 29 november 2009
	 	 	 	 	 	 	 attributable
	 	 	 capital	 	 currency	 	 to	company
	 share	 share	 redemption	 capital	 translation	 retained	 equity	 minority	 t otal
	 capital	 premium	 reserve	 reserve	 reserve	 earnings	 shareholders	 interest	 equity
	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
balance	at	2	december	2007	 1383	 2925	 2	 87 8	 69	 85751	 91008	 2425	 93433
exchange differences on retranslation of foreign operations – – – – 2262 – 2262 95 2357
deferred tax on employee share options – – – – – 1297 1297 – 1297
current tax on employee share options – – – – – 1043 1043 – 1043
net income recognised directly in equity – – – – 2262 254 2008 95 2103
profit for the year to 30 november 2008 – – – – – 35878 35878 1958 37836
t otal recognised income and expense for the period – – – – 2262 35624 37886 2053 39939
repurchase of share capital 166 – 166 – – 31250 31250 – 31250
issue of share capital 1 – – – – – 1 – 1
employee subscription for share awards – – – – – 127 127 – 127
repurchase of minority interest – – – – – – – 242 242
dividends paid to equity holders – – – – – 12004 12004 – 12004
dividends paid to minority interest – – – – – – – 89 89
employee share award and share option credit – – – – – 658 658 – 658
t otal movements in equity 165 – 166 – 2262 6845 4582 1722 2860
balance	at	30	november	2008	 1218	 2925	 168	 87 8	 2331	 7 8906	 86426	 414 7	 90573
exchange differences on retranslation of foreign operations – – – – 85 – 85 158 243
deferred tax on employee share options – – – – – 620 620 – 620
current tax on employee share options – – – – – 1042 1042 – 1042
net income recognised directly in equity – – – – 85 1662 1747 158 1905
profit for the year to 29 november 2009 – – – – – 4798 4798 1164 5962
t otal recognised income and expense for the period – – – – 85 6460 6545 1322 7867
issue of share capital to minority interest – – – – – – – 160 160
employee subscription for share awards – – – – – 182 182 – 182
repurchase of minority interest – – – – – – – 898 898
dividends paid to equity holders – – – – – 14434 14434 – 14434
dividends paid to minority interest – – – – – – – 81 81
employee share award and share option credit – – – – – 1448 1448 – 1448
t otal movements in equity – – – – 85 6344 6259 503 5756
balance	at	29	november	2009	 1218	 2925	 168	 87 8	 2416	 72 562	 80167	 4650	 84817
the accompanying notes on pages 49 to 98 are an integral part of these consolidated financial statements 
sthree	plc 5 46 sthree plc
company statement of changes in equity
year ended 29 november 2009
	 	 	 	 	 	 capital	 	 	 attributable
	 	 	 	 share	 share	 redemption	 capital	 retained	 to	company
	 	 	 	 capital	 premium	 reserve	 reserve	 earnings	 shareholders
	 	 	 	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
balance	at	2	december	2007	 	 	 	 1383	 2925	 2	 87 8	 219861	 225049
deferred tax on employee share options    – – – – 693 693
expenses recognised directly in equity    – – – – 693 693
loss for the year to 30 november 2008    – – – – 9587 9587
t otal recognised income and expense for the period    – – – – 10280 10280
repurchase of share capital    166 – 166 – 31250 31250
issue of share capital    1 – – – – 1
increase in value of investments note 11    – – – – 658 658
dividends paid to equity holders note 7    – – – – 12004 12004
t otal movements in equity    165 – 166 – 52876 52875
balance	at	30	november	2008	 	 	 	 1218	 2925	 168	 87 8	 166985	 17217 4
deferred tax on employee share options    – – – – 762 762
expenses recognised directly in equity    – – – – 762 762
profit for the year to 29 november 2009    – – – – 28745 28745
t otal recognised income and expense for the period    – – – – 29507 29507
increase in value of investments note 11    – – – – 1448 1448
dividends paid to equity holders note 7    – – – – 14434 14434
t otal movements in equity    – – – – 16521 16521
balance	at	29	november	2009	 	 	 	 1218	 2925	 168	 87 8	 183 506	 188695
of the above reserves only the retained profit of £183506000 2008 £166985000 is distributable 
the accompanying notes on pages 49 to 98 are an integral part of these financial statements 
sthree	plc 5 47 sthree	plc 5 48
	 consolidated	 company
	 	 	 	 29	november		 30	november	 29	november		 30	november
	 	 2009	 2008	 2009	 2008
	 note	 £’000	 £’000	 £’000	 £’000
profitloss before taxation  8927 54051 27003 9853
depreciation and amortisation charge  6128 5895 – –
goodwill recognised in the income statement  237 – – –
loss on disposal of investments  478 – 632 –
realised losses on financial instruments 3 – 1957 – 1957
finance income 5 359 25 162 666
finance cost 5 378 827 1674 6435
loss on disposal of property plant and equipment  1107 – – –
loss on disposal of intangible assets  355 – – –
noncash charge for employee share options and awards  1448 658 511 –
employee subscription for share awards 19c 182 127 – –
operating	cashflow	before	changes	in
working	capital	and	provisions	 	 18407	 63490	 2965 8	 2127
decreaseincrease in receivables  50952 16455 162 350
decreaseincrease in payables  7704 6731 10563 57769
increase in provisions  2011 295 – –
cash	flows	from	operating	activities
cash generated from operating activities  63666 86971 18933 55292
income tax paidreceived  18267 11449 351 261
net cash generated from operating activities  45399 75522 18582 55553
cash	flows	from	investing	activities
purchase of property plant and equipment 9 2726 2341 – –
purchase of intangible assets 10 2128 3861 – –
purchase of heldtomaturity investment 13 3203 – – –
capital injection  – – – 1004
proceeds from disposal of investments  40 – 30 –
net cash used in investing activities  8017 6202 30 1004
cash	flows	from	financing	activities
repayment of loan facility  – 1000 – 1000
cash loss on settlement of treasury investments  – 2956 – 2956
finance income 5 359 25 162 666
finance cost 5 378 827 1674 6435
proceeds from issue of ordinary shares  – 1 – 1
issue of share capital of subsidiary companies  
to minority interest  10 – – –
repurchase of share capital  – 31250 – 31250
repurchase of minority interest  1371 1072 1349 1072
dividends paid to equity holders 7 14434 12004 14434 12004
dividends paid to minority interest  81 89 – –
net cash used in financing activities  15895 49172 17295 54050
net	increase	in	cash	and	cash	equivalents	 	 21487	 20148	 1317	 499
cash and cash equivalents at the beginning of the year  24584 4504 1167 1666
effect of exchange rate changes   799 68 – –
cash	and	cash	equivalents	at	the	end	of	the	year	 22	 4 5272	 24584	 150	 1167
the accompanying notes on pages 49 to 98 are an integral part of these financial statements 
 
sthree plc
cash flow statements
year ended 29 november 2009 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 49
1 accounting policies
the company ‘the company’ and its subsidiaries together ‘the group’ operate predominantly in the united kingdom and 
europe the group’s activities and business are set out in the directors’ report 
the company is a public limited liability company incorporated and domiciled in the united kingdom and the company is 
listed on the london stock exchange the address of its registered office is 4144 great windmill street london w1d 7nb 
the principal accounting policies applied in the preparation of the consolidated financial statements are set out below 
basis of preparation 
these financial statements have been prepared in accordance with international financial reporting standards ‘ifrs’ 
as issued by the international accounting standards board ‘iasb’ international financial reporting interpretations 
committee ‘ifric’ interpretations and standing interpretations committee ‘sic’ interpretations as adopted and endorsed 
by the european union ‘eu’ and with those parts of the companies act 2006 applicable to companies reporting under ifrs 
therefore the group financial statements comply with article 4 of the eu international accounting standards regulation 
the groups consolidated financial statements have been prepared under the historical cost convention as modified 
by the revaluation of financial assets and financial liabilities including derivative instruments at fair value through the 
income statement the company’s financial statements have been prepared on the same basis and as permitted by 
section 408 of the companies act 2006 no income statement is presented for the company 
the financial year of the group comprises 52 weeks and not a calendar year 
the group’s accounting policies as set out below have been consistently applied to all the periods presented unless 
otherwise stated 
the group’s consolidated financial statements have been prepared in accordance with ifrs since 1 december 2004 the 
preparation of financial statements in conformity with ifrs requires the use of certain critical accounting estimates 
it also requires management to exercise its judgement in the process of applying the group’s accounting policies 
management consider that the areas involving a higher degree of judgement or complexity or areas where assumptions 
and estimates affect the consolidated financial statements do not substantially impact the results 
the group has adopted the following ifrs ifric and amendments with effect from 1 december 2008 they did not have a 
material effect on the results or net assets of the group 
  amendments to ias 39 ‘financial instruments recognition and measurement’ and ifrs 7 ‘financial instruments 
  disclosure’ in respect to disclosures that would permit reclassification of some financial instruments out of the 
fairvalue through profit or loss category 
  ifric 12 ‘service concession arrangements‘ gives guidance on the accounting by operators for publictoprivate 
service concession arrangements 
  ifric 13 ‘customer loyalty programmes’ applies to customer loyalty award credits that an entity grants to its 
customers as part of a sales transaction 
  ifric 14 ‘ias19  the limit on a defined benefit asset minimum funding requirements and their interaction’ explains 
when refunds or reductions in future contributions should be regarded as available particularly when a minimum 
funding requirement exists  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 50
1 accounting policies continued
  ifric 16 ‘hedges of a net investment in a foreign operation’ applies to an entity that hedges the foreign currency risk 
arising from its net investments in foreign operations and wishes to qualify for hedge accounting in accordance with 
ias 39 
as at the date of authorisation of these financial statements the following standards and interpretations were in issue but 
not yet effective the group has not applied these standards and interpretations in the preparation of financial statements 
  amendments to ias 1 ‘presentation of financial statements’ effective from periods commencing on or after 1 january 
2009 the revised standard affects the presentation of other changes in equity and introduces a statement of 
comprehensive income the group will have the option of presenting items of income and expense and components of 
other comprehensive income either in a single statement of comprehensive income with subtotals or in two separate 
statements a separate income statement followed by a statement of other comprehensive income 
  amendments to ias 19 ‘employee benefits’ in respect of definition of ‘return on plan assets’ to require the deduction 
of plan administration costs only to the extent that such costs have not been reflected in the actuarial assumptions 
used to measure the defined benefit obligation effective from periods commencing on or after 1 january 2009 it also 
amends the definition of ‘shortterm employee benefits’ and ‘other longterm employee benefits’ to refer to when the 
benefits are ‘due to be settled’ rather than when they ‘fall due’ 
  amendments to ias 23 ‘borrowing costs’ effective from periods commencing on or after 1 january 2009 eliminates 
the option to recognise all borrowing costs immediately as an expense t o the extent that borrowing costs relate to the 
acquisition construction or production of a qualifying asset the revised standard requires that they be capitalised as 
part of the cost of that asset all other borrowing costs should be expensed as incurred 
  the revised standard ias 24 ‘related parties disclosure’ is effective from periods commencing on or after 1 january 
2011 the standard revises the definition of a related party and clarifies that disclosure is required of any commitments 
of a related party to do something if a particular event occurs or does not occur in the future including executory 
contracts recognised and unrecognised 
  amendments to ias 27 ‘consolidated and separate financial statements’ and ifrs 3 ‘business combinations’ are 
effective from periods commencing on or after 1 july 2009 the amendments relate primarily to accounting for 
noncontrolling interests and the losses of control of a subsidiary it also addresses the guidance for applying the 
acquisition method of accounting
  amendments to ias 32 ‘financial instruments presentation’ and ias 1 ‘presentation of financial statements’ in respect 
to puttable financial instruments and obligations arising on liquidation are effective from periods commencing on or 
after 1 january 2009 subject to specified criteria being met these instruments will be classified as equity whereas 
prior to these amendments they would have been classified as financial liabilities 
  amended ias 32 ‘financial instruments presentation’ addresses the accounting for rights issues rights options or 
warrants that are denominated in a currency other than the functional currency of the issuer it requires that rights 
options or warrants to acquire a fixed number of an entity’s own equity instruments for a fixed amount of any currency 
are equity instruments regardless of the currency in which the exercise price is denominated if the entity offers 
the rights options or warrants pro rata to all of its existing owners of the same class of its own nonderivative equity 
instruments the amendment is effective from periods commencing on or after 1 february 2010 
  amendments to ias 39 ‘financial instruments recognition and measurement’ in respect of eligible hedged items 
effective from periods commencing on or after 1 july 2009 it provides clarification on identifying inflation as a hedged 
risk or portion and hedging with options 
  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 51
1 accounting policies continued
   amendments to ifrs 2 ‘sharebased payment’ effective from periods commencing on or after 1 january 2009 
clarifies terms ‘vesting conditions’ and ‘cancellations’ with proposed recognition and measurement criteria 
  effective from periods commencing on or after 1 january 2009 the amendments to ifrs 7 ‘financial instruments 
disclosures’ require enhanced disclosures about fair value measurements and liquidity risk in the wake of the recent 
financial crisis 
  ifrs 8 ‘operating segments’ effective from periods commencing on or after 1 january 2009 sets out requirements for 
disclosure of information about an entity’s operating segments and also about the entity’s products and services the 
geographical areas in which it operates and its major customers this standard replaces ias 14 ‘segment reporting’ 
and will require a change in the disclosure of segmental information 
  ifrs 9 ‘financial instruments’ will establish principles for the financial reporting of financial assets that will present 
relevant and useful information to users of financial statements for their assessment of the amounts timing and 
uncertainty of the entity’s future cash flows the standard is applicable for periods commencing on or after 1 january 2013 
  amendments to ifric 14 ‘prepayments of a minimum funding requirement’ effective from periods commencing 
on or after 1 january 2011 remove an unintended consequence arising from the treatment of prepayments of future 
contributions in some circumstances when there is a minimum funding requirement 
  ifric 15 ‘agreements for the construction of real estate’ effective from periods commencing on or after 1 january 
2009 applies to the accounting for revenue and associated expenses by entities that undertake the construction of 
real estate directly or through subcontractors 
  ifric 17 ‘distributions of noncash assets to owners’ effective from periods commencing on or after 1 july 2009 
provides guidance on the appropriate accounting treatment when an entity distributes assets other than cash as 
dividends to its shareholders 
  ifric 18 ‘t ransfers of assets from customers’ effective from periods commencing on or after 1 july 2009 concludes 
that when the item of property plant and equipment transferred meets the definition of an asset from the perspective 
of the recipient the recipient should recognise the asset at its fair value on the date of the accordance with ias 18 
‘revenue’ 
  ifric 19 ‘extinguishing financial liabilities with equity instruments’ effective from periods commencing on or after 
1 july 2010 addresses the accounting by an entity when the terms of a financial liability are renegotiated and result in 
the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability 
the impact on the group‘s financial statements of the future adoption of these standards and interpretations is still under 
review but the group does not expect any of these changes to have a material effect on the results or net assets of the 
group 
consolidation 
the consolidated financial statements incorporate the financial statements of the company and of its subsidiaries 
subsidiaries are all entities over which the company has the power to govern the financial and operating policies 
generally accompanying a shareholding of more than one half of the voting rights subsidiaries are fully consolidated from 
the date on which control is transferred to the group they are deconsolidated from the date when control ceases 
disposals of minority interests result in gains and losses for the group that are recorded in the income statement 
purchases from minority interests are accounted for using the parent company method goodwill is calculated as being 
the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the 
subsidiary  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 52
1 accounting policies continued
foreign currencies 
i  functional and presentation currency 
  items included in the financial statements of each of the group’s subsidiaries are measured using the currency of the 
primary economic environment in which that subsidiary operates its ‘functional currency’ the consolidated financial 
statements of the group are presented in pounds sterling which is the group’s presentation currency 
ii t ransactions 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 periodend exchange rates of monetary assets and liabilities denominated in foreign currencies 
are recognised in the income statement 
iii group companies
  the results and financial position of all of the group’s subsidiaries none of which has the currency of a hyper
inflationary economy that have a functional currency different from the group’s presentational currency are 
translated into the presentational currency as follows 
 – assets and liabilities for each balance sheet presented are translated at the rate ruling at the balance sheet date 
 –  income and expenses for each income statement are translated using the average rate of exchange 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 
the group treats specific intercompany loan balances which are not intended to be settled for the foreseeable future as 
part of its net investment in the relevant subsidiaries on consolidation exchange differences arising from the translation 
of the net investment in foreign entities and of borrowings and other currency instruments designated as hedges of such 
investments are taken to shareholders’ equity when a foreign operation is sold such exchange differences are removed 
from equity and recognised in the income statement as part of the gain or loss on sale
 
revenue and revenue recognition 
revenue comprises the fair value of the consideration received or receivable for the provision of services provided in the 
ordinary course of the group’s activities revenue is shown net of value added tax and other sales taxes returns rebates 
and discounts and after elimination of sales within the group 
contract revenue for the supply of professional services is recognised based on the number of hours worked by a 
contractor 
revenue for permanent placements is recognised when candidates commence employment a provision is established for 
nonfulfilment of permanent placement obligations 
interest income is recognised as the interest accrues to the net carrying amount of the financial asset 
segment reporting 
the group operates in one business segment being that of recruitment services primary segment the group operates in 
two geographic segments secondary segment being the united kingdom and europe and the rest of the world  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 53
1 accounting policies continued
dividends 
interim dividends are recognised in the financial statements at the time they are paid the final dividends declared to the 
company’s shareholders are recognised as a liability in the company’s and group’s financial statements in the period in 
which the dividends are approved by the company’s shareholders 
the company recognises dividends from subsidiaries at the time that they are received 
property plant and equipment 
property plant and equipment is stated at historical cost less accumulated depreciation historical cost includes 
expenditure that is directly attributable to the acquisition of the items 
depreciation is calculated using the straightline method to allocate the depreciable value of property plant and 
equipment to the income statement over their useful economic lives as follows 
computer equipment 3333 per annum
leasehold improvement 20 per annum
fixtures and fittings 20 per annum
motor vehicles 3333 per annum
assets’ residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet date 
subsequent costs are included in the asset’s carrying amount or recognised as a separate asset as appropriate only 
when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item 
can be measured reliably all other repairs and maintenance are charged to the income statement during the financial 
period in which they are incurred 
gains and losses on disposals are determined by comparing proceeds with carrying amounts these are included in the 
income statement 
intangible assets 
goodwill 
goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable 
assets of the acquired subsidiary at the date of acquisition goodwill on the acquisition of subsidiaries is included in 
intangible assets goodwill is tested annually for impairment and carried at cost less accumulated impairment losses any 
impairment is recognised immediately in the income statement and is not subsequently reversed gains and losses on the 
disposal of an entity include the carrying amount of goodwill relating to the entity sold 
assets under construction 
purchased fixed assets or internally generated intangible assets that are still under development are classified as ‘assets 
under construction’ these assets are reclassified over the phased completion dates and are amortised from the date they 
are reclassified  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 54
1 accounting policies continued
computer software 
the cost of acquired computer software licenses is capitalised these costs are amortised over their estimated useful 
lives up to three years 
costs associated with maintaining computer software programmes are recognised as an expense to the income 
statement when incurred 
software and system development costs 
costs incurred on development projects relating to the design or improvement of systems are recognised as intangible 
assets when the ias 38 ‘intangible assets’ recognition criteria are met capitalised software and system development 
costs are amortised from the date the system is available for use over their expected useful lives not exceeding five 
years 
research expenditure is recognised as an expense to the income statement as incurred 
trademarks 
t rademarks are initially recognised at cost they have a definite useful life and are carried at cost less accumulated 
amortisation amortisation is calculated using the straightline method to allocate the cost of trademarks over their 
estimated useful lives up to twelve years 
impairment of assets 
assets that are not subject to amortisation are tested annually for impairment 
assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances 
indicate that the carrying amount may not be recoverable an impairment loss is recognised for the amount by which the 
asset’s carrying amount exceeds its recoverable amount by analysing individual assets or classes of assets that naturally 
belong together the recoverable amount is the higher of an asset’s fair value less costs to sell and value in use value 
in use is measured based on the expected future discounted cash flows ‘dcf’ model attributable to the asset for the 
purposes of assessing impairment assets are grouped at the lowest levels for which there are separately identifiable cash 
flows cash generating units 
a number of significant assumptions and estimates are involved in using dcf models to forecast operating cash flows 
eg with respect to factors such as market growth rates revenue volumes market prices for services and working capital 
requirements forecasts of future cash flows are based on best estimates of future revenues and operating expenses 
using historical trends general market conditions industry trends and forecasts and other available information these 
assumptions are subject to review by management and the board of directors the cash flow forecasts are adjusted by an 
appropriate pretax discount rate derived from the group’s cost of capital 
significant judgements and estimates 
the preparation of financial statements in conformity with generally accepted accounting principles requires the use 
of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the reporting period although these estimates 
are based on the directors’ best knowledge of the amounts actual results may ultimately differ from those estimates 
the ‘critical accounting judgements and key sources of estimation uncertainty’ made by the directors in these financial 
statements are set out below 
i   the determination of the carrying amount of capitalised software and systems development costs and assets under 
construction with the related amortisation estimation of useful economic life and recoverability of such assets is 
deemed to be judgemental  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 55
1 accounting policies continued
ii   the group follows the guidance of ias 39 to determine when trade and other receivables are impaired this 
determination requires significant judgement in making this judgement the group evaluates amongst other factors 
the duration and extent to which the carrying values of a receivable is less than its cost the risk profile of the client 
and other credit rating factors the financial health historical experience of and nearterm business outlook for the 
client 
iii   revenue is recognised when the supply of professional services has been rendered it also includes an assessment 
of professional services received by the client for the placement of temporary services between the date of the last 
received timesheet and the year end unsubmitted timesheets are estimated to the extent that an open contract has 
not expired during the period under assessment management apply judgement to several factors in estimating the 
revenue and cost of sales accruals any difference compared to actual experience would result in the amount payable 
to the contractor and receivable from the client being adjusted in the next financial year the judgement applied 
and the assumptions underlying these judgements are considered to be appropriate however a change in these 
assumptions would impact upon both the amount of revenue and cost of sales recognised 
iv   the group recognised a net deferred tax asset of £55m 2008 £31m of which £44m 2008 £13m related to trading 
losses that arose during the year that are to be carried forward and relieved against profits arising in future periods 
the judgement to recognise the deferred tax asset is dependent upon the group’s expectations regarding future 
profitability based upon subsidiary revenue and cost forecasts for future years which contain a degree of inherent 
uncertainty 
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 
where sharebased payments are granted to the employees of subsidiary undertakings by the parent company they 
are treated as a capital contribution to the subsidiary and the company’s investment in the subsidiary is increased 
accordingly 
financial assets 
nonderivative financial assets are classified as either ‘held to maturity’ ‘available for sale financial assets’ or ‘loans and 
receivables’ the classification depends on the nature and purpose of the financial assets and is determined at the time of 
initial recognition 
held to maturity financial assets 
heldtomaturity financial assets comprises investments with fixed or determinable payments and fixed maturity for 
which there is a positive intention and ability to hold to maturity and which have not been designated at fair value through 
the income statement or as available for sale 
heldtomaturity financial assets are measured at amortised cost using the effective interest method 
loans and receivables 
loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an 
active market they are included in current assets except for maturities greater than 12 months after the balance sheet 
date these are classified as noncurrent assets the group’s loans and receivables comprise ‘trade and other receivables’ 
and ‘cash and cash equivalents’ in the balance sheet  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 56
1 accounting policies continued
trade and other receivables 
t rade accounts receivable are recorded at net realisable value after deducting an allowance for doubtful accounts the 
group makes judgements on an entity by entity basis as to its ability to collect outstanding receivables and provides an 
allowance for doubtful accounts based on a specific review of significant outstanding invoices for those invoices not 
specifically reviewed provisions are provided at differing percentages based on the age of the receivable in determining 
these percentages the group analyses its historical collection experience and current economic trends t rade receivable 
balances are written off when the group determines that it is unlikely that future remittances will be received 
cash and cash equivalents 
cash and cash equivalents include cash in hand deposits held at call with banks other shortterm highly liquid 
investments with original maturities of three months or less and bank overdrafts bank overdrafts are shown within 
current financial liabilities on the balance sheet unless they form part of a cash pooling arrangement in which case they 
are reported net of related cash balances
financial instruments 
the group uses financial instruments such as foreign exchange contracts as economic hedges of the risk associated with 
foreign currency fluctuations such financial instrument transactions are stated at their fair value 
financial instruments are initially recognised at fair value on the date a contract is entered into and are subsequently 
remeasured at their fair value the method of recognising any resulting gain or loss depends on whether the financial 
instrument is designed as a hedging instrument and if so the nature of the item being hedged 
changes in the fair value of any financial instruments that do not qualify for hedge accounting are recognised 
immediately in the income statement 
financial liabilities 
all nonderivative financial liabilities are classified as ‘other financial liabilities’ and are initially measured at fair value net 
of transaction costs other financial liabilities are subsequently measured at amortised cost using the ‘effective interest 
rate’ method financial liabilities are classified as current liabilities unless the group has an unconditional right to defer 
settlement of the liability for at least twelve months after the balance sheet date 
net investment hedging 
financial instruments are classified as net investment hedges when they hedge the group’s net investment in an 
overseas operation the effective element of any foreign exchange gain or loss from remeasuring the derivative 
instrument is recognised directly in equity any ineffective element is recognised immediately in the group income 
statement 
leases 
leases where substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as 
operating leases payments made under operating leases net of any incentives received from the lessor are charged to the 
income statement on a straightline basis over the lease periods  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 57
1 accounting policies continued
trade and other payables 
t rade and other payables are stated at cost 
short term financial liabilities and overdrafts 
financial liabilities are recognised initially at fair value net of transaction costs incurred financial liabilities 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 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 legal or constructive obligation as a result of past events and it is more 
likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably 
estimated 
provisions are recognised as the present value of the expenditures expected to be required to settle the obligation no 
provision is recognised for future operating losses 
where there are a number of similar obligations the likelihood that an outflow will be required in settlement is determined 
by considering the class of obligation as a whole a provision may be recognised even if the likelihood of an outflow with 
respect to any one item included in the same class of obligations may be small 
t axation 
corporation tax expense represents the sum of the tax currently payable and deferred tax 
the tax currently payable is based on taxable profits for the period t axable profit differs from 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 
further 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 substantially enacted by the balance sheet date 
deferred tax is provided in full using the liability method on temporary differences arising between the tax bases of 
assets and liabilities and their carrying amounts in the consolidated financial statements deferred tax is determined 
using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when 
the related deferred tax asset is realised or the deferred tax liability is settled 
deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which 
the temporary differences can be utilised 
share capital 
ordinary shares are classified as equity incremental costs directly attributable to the issue of new shares or options are 
shown in equity as a deduction net of tax from the proceeds  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 58
1 accounting policies continued
employee benefits 
wages salaries bonuses social security contributions paid annual leave and sick leave are accrued in the period in 
which the associated services are rendered by employees of the group 
pension obligations — the group has defined contribution plans and pays contributions to privately administered 
pension plans on a mandatory contractual or voluntary basis the group has no further payment obligations once the 
contributions have been paid
bonus plans — the group recognises a liability and an expense for bonuses based on the directors’ best estimate of the 
amounts due the group recognises a provision where contractually obliged or where there is a past practice of payments 
that has created a constructive obligation 
t ermination benefits — t ermination benefits are payable when employment is terminated before the normal retirement 
date or whenever an employee accepts voluntary redundancy in exchange for those benefits the group recognises 
termination benefits when it is demonstrably committed to either terminating the employment of current employees 
according to a detailed formal plan without the possibility of withdrawal or providing termination benefits as a result of an 
offer made to encourage voluntary redundancy 
employee benefit trusts 
the employee benefit t rusts ‘ebt’ were funded by gifts from certain of the company’s shareholders and directors the 
assets and liabilities of the ebt are consolidated into the group’s consolidated financial statements 
the ebt’s main assets are the ordinary shares in the group which were gifted and hence no cost is attributed to 
those shares and no amounts are shown in the group’s financial statements the ebt also holds shares which were 
subsequently newly issued in order to satisfy awards under the share option schemes and long t erm incentive plan 
‘l tip’ 
the shares in the ebt are held for awards and grants under the employee share award share option schemes and l tip  
sharebased compensation 
the cost of equitysettled transactions with employees is measured by reference to the fair value at the date at which 
equity instruments are granted and is recognised as an expense over the vesting period which ends on the date on which 
the relevant employees become fully entitled to the award fair value is determined by using an appropriate valuation 
model in valuing equitysettled transactions no account is taken of any vesting conditions other than market conditions 
no expense is recognised for awards that do not ultimately vest except for awards where vesting is conditional upon a 
market condition which are treated as vesting irrespective of whether or not the market condition is satisfied provided 
that all other performance conditions are satisfied 
at each balance sheet date before vesting the cumulative expense is calculated representing the extent to which the 
vesting period has expired and management’s best estimate of the achievement or otherwise of nonmarket conditions 
and the number of equity instruments that will ultimately vest or in the case of an instrument subject to a market 
condition be treated as vesting as described above the movement in cumulative expense since the previous balance 
sheet date is recognised in the income statement with a corresponding entry in equity  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 59
1 accounting policies continued
where the terms of an equitysettled award are modified or a new award is designated as replacing a cancelled or settled 
award the cost based on the original award terms continues to be recognised over the original vesting period in addition 
an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification 
based on the difference between the fair value of the original award and the fair value of the modified award both as 
measured on the date of the modification no reduction is recognised if this difference is negative 
where an equitysettled award is cancelled it is treated as if it had vested on the date of cancellation and any cost not yet 
recognised in the income statement for the award is expensed immediately any compensation paid up to the fair value of 
the award at the cancellation or settlement date is deducted from equity with any excess over fair value being treated as 
an expense in the income statement 
exceptional items 
items which are of a nonrecurring nature and material when considering both size and nature have been disclosed 
separately to give a clearer presentation of the group‘s results these items are shown as “exceptional items” on the face 
of the income statement 
restructuring costs 
provision is made for restructuring costs including the costs of redundancy when the group has an actual or 
constructive obligation to pay amounts to third parties an obligation exists when the group has a detailed formal plan for 
the restructuring and has raised a valid expectation of those affected by starting to implement the plan or announcing its 
main features  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 60
2 segmental analysis
as the group operates in one business segment being that of recruitment services no additional business segment 
information is required to be provided the group’s secondary segment is geographical and the segmental results by 
geographical area are shown below 
geographic analysis
  by location of 
 by location of client operating company
    29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
revenue
united kingdom  271248 386934 381965 486944
europe and rest of world  248124 244586 137407 144576
  519372 631520 519372 631520
gross profit
united kingdom  76939 121566 103713 144975
europe and rest of world  94216 97373 67442 73964
  171155 218939 171155 218939
 total assets capital expenditure
    29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
united kingdom  130518 124817 3411 4806
europe and rest of world  36307 61687 1443 1396
  166825 186504 4854 6202 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 61
2 segmental analysis continued 
the following supplemental segmental analyses have been included as additional disclosure over and above the 
requirements of ias 14 ‘segment reporting’
  by location of 
  operating company
      29 november 30 november
    2009 2008
    £’000 £’000
operating profit
operating profit before exceptional items
united kingdom    5543 27372
europe and rest of world    12453 29438
    17996 56810
exceptional items note 3
united kingdom    7478 1957
europe and rest of world    1572 –
    9050 1957
operating lossprofit after exceptional items
united kingdom    1935 25415
europe and rest of world    10881 29438
    8946 54853
the analysis of operating profit above does not include intersegment recharges sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 62
2 segmental analysis continued 
 revenue gross profit
    29 november 30 november 29 november 30 november
  2009 2008 2009 2008
   restated  restated
  £’000 £’000 £’000 £’000
brand
computer futures  149247 180295 51526 65345
huxley  132670 169338 44839 59911
progressive 
1
  132461 150811 41918 50099
real staffing group 
2
  101679 125893 29557 38437
other  3315 5183 3315 5147
  519372 631520 171155 218939
recruitment classification
contract  447077 525531 98816 113098
permanent  72295 105989 72339 105841
  519372 631520 171155 218939
discipline
information  communication technology  411761 535164 122612 168465
others 
3
  107611 96356 48543 50474
  519372 631520 171155 218939
during the year the group announced that the divisional management of the business segments would be combined at 
the heart of this restructuring was a desire to eliminate duplication save costs and better align the management teams to 
the businesses as a result the group now reports pathway madison black and jp gray as part of the real staffing group 
brand segment and orgtel as part of the progressive brand the comparative analysis has been changed to reflect this 
structure
1
 includes orgtel
2
 includes real resourcing madison black jp gray and pathway
3
 including accountancy and finance banking engineering oil and gas pharmaceuticals human resources energy jobboard and legal sectors  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 63
3 administrative expenses
a exceptional items
exceptional items are those items which because of their size incidence or nature are separately disclosed to give a 
proper understanding of the underlying results for the period items classified as exceptional are as follows
      29 november 30 november
    2009 2008
    £’000 £’000
exceptional items — charged to operating profit
corporate and divisional restructuring    9050 –
exchange loss on settlement of financial instruments    – 1957
exceptional items — before taxation    9050 1957
corporate and divisional restructuring 
on 15 april 2009 the company announced a number of changes relating to corporate and divisional restructuring the 
total cost of this restructuring including redundancy relocation and consolidation of business is considered exceptional 
by virtue of its size the group has charged the restructuring cost incurred in the current period to the income statement 
exchange loss on settlement of financial instruments 
during the prior period some complex financial instruments transactions were undertaken to mitigate certain foreign 
currency exposures these resulted in a £20m loss arising when a series of equal and opposite positions were taken 
during the previous financial year in order to reduce the group’s total exposure from these positions to a minimal level 
the board has undertaken a review of its currency hedging strategy to ensure that it is appropriate and currently the 
group does not actively manage its exposure to foreign exchange risk by the use of financial instruments the impact 
of foreign exchange will become a more significant issue for the group as we expect the business mix to move further 
towards our international business the group will continue to monitor its policies in this area as a result of earlier 
mitigation the group no longer has net exposure to complex derivative financial instruments which the board believes 
are not appropriate for the group going forward  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 64
3 administrative expenses continued
b administrative expenses — other
operating profit is stated after chargingcrediting
      29 november 30 november
    2009 2008
    £’000 £’000
net trade receivables provision chargerelease note 12    736 697
depreciation note 9    2953 2767
amortisation of intangible assets note 10
— software and systems development costs    2466 2301
—t rademarks    6 6
— computer software    703 821
foreign exchange gains    2772 4447
staff costs note 4    107363 124564
loss on disposal of investments    478 –
loss on disposal of property plant and equipment    1107 –
loss on disposal of intangible assets    355 –
operating lease charges
— motor vehicles    2251 2410
— land and buildings    7608 11202
during the year the group including its overseas subsidiaries obtained the following services from the group’s auditors at 
the costs detailed below
      29 november 30 november
    2009 2008
amounts payable to pricewaterhousecoopers    £’000 £’000
fees payable to the company’s auditor for the audit of parent and
consolidated financial statements    120 120
fees payable to the company’s auditor and its associates for other services
— the audit of the company’s subsidiaries pursuant to legislation  383 587
— other services pursuant to legislation    55 55
— other assurance services    134 185
— t axation advice    401 350
— other services    42 47
costs charged to operating profit    1135 1344 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 65
4 directors and employees
staff costs and numbers consist of
      29 november 30 november
    2009 2008
    £’000 £’000
wages and salaries including bonuses    92319 107530
social security costs    12576 14500
pension costs    678 519
t emporary staff costs    342 1357
cost of employee share options and awards    1448 658
    107363 124564
the average number of employees including directors during the year was
      29 november 30 november
    2009 2008
    number number
geographic analysis
united kingdom
— sales    638 996
— nonsales    411 498
    1049 1494
europe and rest of world
— sales    723 599
— nonsales    69 64
    792 663
    1841 2157
included in the headcount numbers above is a total of 52 2008 56 temporary shortterm full time employees 
information on directors’ emoluments and interests which forms part of these audited financial statements is given in 
the directors’ remuneration report 
the company had an average of 4 2008 4 employees in the year ended 29 november 2009  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 66
5 finance income and cost
    29 november 30 november
    2009 2008
    £’000 £’000
finance income
bank interest receivable    359 25
    359 25
finance cost
bank loans and overdrafts    378 827
    378 827
net finance cost    19 802
6 t axation
a analysis of tax charge for the year
   29 november   30 november
 before  2009 before  2008
 exceptional exceptional  exceptional exceptional
 items items total items items total
 £’000 £’000 £’000 £’000 £’000 £’000
current taxation
uk
corporation tax chargedcredited at  
28 2008 28 on profits for the year 6834 2102 4732 12592 876 11716
adjustments in respect of prior periods 1447 – 1447 33 – 33
overseas
corporation tax chargedcredited on  
profits for the year 2197 472 1725 5857 – 5857
adjustments in respect of prior periods 329 – 329 – – –
t otal current tax chargecredit 7255 2574 4681 18482 876 17606
deferred taxation
origination and reversal of temporary
differences 3401 – 3401 1193 282 911
adjustments in respect of prior periods 2079 – 2079 216 – 216
schedule 23 deferred tax credit in respect  
of unexercised employee share awards  
and options 394 – 394 264 – 264
t otal deferred tax creditcharge 1716 – 1716 1673 282 1391
total income tax chargecredit in the
income statement 5539 2574 2965 16809 594 16215 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 67
6 t axation continued
b reconciliation of the effective tax rate
the group‘s tax charge for the year ended 29 november 2009 exceeds the uk statutory rate and can be reconciled as 
follows
 29 november 30 november
  2009  2008
  £’000  £’000 
profit before taxation  8927  54051
profit before tax multiplied by standard rate  2500 28 15134 28
of corporation tax in the uk
effects of
disallowable items and other timing differences  59 1 283 –
higher tax rates on overseas earnings  103 1 959 2
utilisation of tax losses brought forward  – – 235 –
unrelieved overseas losses net of deferred tax  – – 23 –
adjustment due to uk tax rate change  – – 280 –
adjustments to tax in respect of previous periods  303 3 183 –
t ax expense and effective tax rate  2965 33 16215 30
c current and deferred tax movement recognised directly in equity
    29 november 30 november
    2009 2008
    £’000 £’000
current tax
equity settled employee share options    1042 1043
deferred tax
equity settled employee share options    620 1297
    1662 254
the directors expect to receive additional tax deductions in respect of the share awards and share options currently 
unexercised under ifrs the group is required to provide for deferred tax on all unexercised share awards and options 
at 29 november 2009 a deferred tax asset of £18m 2008 £08m has been recognised in respect of these options 
note 18  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 68
7 dividends
    29 november 30 november
    2009 2008
    £’000 £’000
amounts recognised and distributed to shareholders in the year  
equity
interim dividend of 40p 2008 31p per ordinary share    4738 4101
final dividend paid of 80p 2008 62p per ordinary share    9696 7903
    14434 12004
amounts proposed
interim dividend for the period ended 31 may 2009 40p 2008 40p per ordinary share  4782 4738
second interim dividend of 80p 2008 nil per ordinary share for the year ended  
29 november 2009    9544 –
final dividend of 0 pence 2008 80 pence per ordinary share for the year ended 
29 november 2009    – 9280
an interim dividend of 40 pence 2008 31 pence per ordinary share for the six months ended 1 june 2008 was paid on 
5 december 2008 to shareholders on record at 7 november 2008 
the final dividend of 80 pence 2008 62 pence per ordinary share for the year ended 30 november 2008 was paid on 
8 june 2009 to shareholders on record at 1 may 2009 
an interim dividend of 40 pence 2008 40 pence per ordinary share for the six months ended 31 may 2009 was paid on 
4 december 2009 to shareholders on record at 6 november 2009 
no final dividend is proposed for the year ended 29 november 2009 2008 80 pence the board propose a second 
interim dividend for the year ended 29 november 2009 of 80 pence per ordinary share to be paid on 31 march 2010 to 
shareholders on record at the close of business on 26 february 2010  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 69
8 earnings per share
the calculation of the basic and diluted earnings per share ‘eps’ is based on the following data 
basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted 
average number of ordinary shares in issue during the year excluding those held in the ebt which are treated as 
cancelled 
for diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion 
of all dilutive potential ordinary shares 
    29 november 30 november
    2009 2008
    £’000 £’000
earnings
profit after taxation excluding exceptional items    12438 39199
minority interest    1164 1958
adjusted profit for the year attributable to the equity holders of the company excluding
exceptional items    11274 37241
effect of exceptional items net of tax    6476 1363
profit after taxation attributable to equity holders of the company   4798 35878
    millions millions
number of shares
weighted average number of shares used for basic eps    1187 1247
dilutive effect of share plans    38 30
diluted weighted average number of shares used for diluted eps   1225 1277
    pence pence
basic
basic earnings per share    40 288
adjusted basic earnings per share excluding exceptional items    95 299
diluted
diluted earnings per share    39 281
adjusted diluted earnings per share excluding exceptional items   92 292 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 70
9 property plant and equipment
 computer leasehold fixtures and motor
 equipment improvements fittings vehicles total
 £’000 £’000 £’000 £’000 £’000
cost
at 2 december 2007 9144 3412 2795 322 15673
additions 919 821 454 147 2341
reclassification note 10 72 – – – 72
exchange difference 289 275 156 – 720
at 30 november 2008 10424 4508 3405 469 18806
additions 1493 765 337 131 2726
disposal 905 1009 790 322 3026
exchange difference 193 83 117 – 393
at 29 november 2009 11205 4347 3069 278 18899
depreciation
at 2 december 2007 6788 1182 1111 113 9194
charge for the year 1393 679 613 82 2767
exchange difference 180 37 53 – 270
at 30 november 2008 8361 1898 1777 195 12231
charge for the year 1561 785 504 103 2953
disposal 699 618 444 158 1919
exchange difference 147 36 53 – 236
at 29 november 2009 9370 2101 1890 140 13501
net book value
at 29 november 2009 1835 2246 1179 138 5398
at 30 november 2008 2063 2610 1628 274 6575 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 71
10 intangible assets
    software and
    system
  assets under computer development
 goodwill construction software cost trademarks total
 £’000 £’000 £’000 £’000 £’000 £’000
cost
at 2 december 2007 206069 2372 1942 7973 63 218419
additions 830 3305 515 33 8 4691
reclassification note 9 – 5038 107 4859 – 72
at 30 november 2008 206899 639 2564 12865 71 223038
additions 710 1479 199 450 – 2838
disposals 674 – – 355 – 1029
exchange difference – – 3 – – 3
reclassification – 790 – 790 – –
at 29 november 2009 206935 1328 2766 13750 71 224850
amortisation and impairment
at 2 december 2007 205687 – 803 1109 49 207648
charge for the year – – 821 2301 6 3128
at 30 november 2008 205687 – 1624 3410 55 210776
charge for the year – – 703 2466 6 3175
at 29 november 2009 205687 – 2327 5876 61 213951
net book value
at 29 november 2009 1248 1328 439 7874 10 10899
at 30 november 2008 1212 639 940 9455 16 12262
the remaining useful life of significant intangible assets ranges between 1 to 3 years sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 72
10 intangible assets continued
goodwill
the net book value at 29 november 2009 and 30 november 2008 along with additions in goodwill relate to the following 
acquisitions
 group’s shareholding additions in goodwill net book value
 before after 2009 2008 2009 2008
investment in acquisition acquisition £000 £000 £000 £000
strategic resource group limited 90 100 – 206 154 206
jobboard enterprises limited 80 95 – 623 415 623
new wave resourcing limited 82 100 – 1 1 1
staff search group limited 98 100 7 – 26 19
progressive france limited 83 92 41 – – –
progressive sas 82 92 15 – 5 –
madison black limited 82 100 421 – 421 363
j p gray limited 80 100 226 – 226 –
   710 830 1248 1212
amount paid to increase the group’s holdings in the above companies was £12m 
the group disposed its interest to reduce shareholding in the following subsidiaries 
 group’s shareholding 
 before after
investment in disposal disposal
madison black limited 89 82
progressive sas 92 86
progressive france limited 92 84
jobboard enterprises limited 95 90
strategic resource group limited    92 90
the amount received to reduce the group’s holdings in the above companies was £02m 
impairment of goodwill
goodwill has been tested for impairment by comparing the carrying amount of each cashgenerating unit including 
goodwill with the recoverable amount of that cashgenerating unit a cashgenerating 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
in assessing the value in use the estimated future cash flows are calculated by preparing cash flow forecasts derived 
from the most recent financial budgets and an average annual growth rate of 2 over the next five years which does not 
exceed the longterm average growth rate of the relevant markets a terminal value of the cash flow is then calculated by 
assuming growth of 2 discounted using the group’s weighted average cost of capital if the recoverable amount of the 
cash generatingunit is less than the carrying value then an impairment loss is recognised in the income statement 
software and system development cost 
in 2008 the group  began a phased rollout of a customer relationship management ‘crm’ system to complement the 
frontoffice system costs directly attributable to the development of the new systems were capitalised 
additions during the year represent development of automated commission calculations system that will integrate to erp 
payroll module investments were also made to develop integration of web portals with candidate cv details this allows 
contractors to file online time sheets and also enables the development of a candidateclient management system the 
group has also developed and configured human resource payroll and business consolidation modules within the erp 
system  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 73
10 intangible assets continued
recoverable amounts 
the recoverable amounts used for impairment testing of intangible fixed assets is based on valueinuse calculations 
using a pretax discount rate based on the group‘s weighted average cost of capital of 101 2008 128 the future 
cash flow projections are based on approved financial budgets average growth rates used to estimate cash flows for the 
first five years are in line with board approved forecast with the growth rate assumption thereafter limited to the expected 
growth rate of the local economy 
11 investments in subsidiaries
 shares 
 in subsidiaries
 £’000
cost
at 2 december 2007 243981
capital contribution relating to share based payments ifrs 2 658
additions
– capital injection 1004
– repurchase of minority interest 1072
at 30 november 2008 246715
capital contribution relating to share based payments ifrs 2 936
additions
– repurchase of minority interest 1349
– disposal of investments 859
at 29 november 2009 248141
provision for impairment
at 2 december 2007 30 november 2008 and 29 november 2009    9598
net carrying value
at 29 november 2009 238543
at 30 november 2008     237117
in accordance with ias 36 ‘impairment of assets’ the carrying values of the company’s investments in subsidiaries have 
been allocated to their cashgenerating units to assess their value in use in assessing the value in use the estimated 
future cash flows are calculated by preparing cash flow forecasts derived from the most recent financial budget and 
an average annual growth rate of 5 2008 2 discounted using the group’s weighted average cost of capital if the 
recoverable amount of the cash generating–unit is less than the carrying value then an impairment loss is recognised in 
the income statement the pretax discount rate applied to projected future net cash flows to arrive at the valuation was 
101 2008 128 
ifrs 2 requires that any options or awards granted to employees of a subsidiary company will increase the carrying value 
of the investment held in 2009 the group has recognised an increase in the investments in its subsidiaries of £09m 
2008 £07m relating to these share options and awards sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 74
11 investments in subsidiaries continued
in 2009 the additions in the investment relates to the following
    group’s shareholding
    before after
repurchase of minority interest    acquisition acquisition
progressive nederland bv    808 870
staff search group limited    980 1000
progressive france limited    830 920
progressive sas    830 920
huxley associates finance resourcing inc    745 805
huxley associates bv    700 735
huxley associates banking  finance limited    700 830
huxley associates banking and finance bv    700 745
madison black limited    820 1000
j p gray limited    800 1000
huxley associates s limited    700 720
the amount paid to increase the group’s holdings in the above companies was £14m
disposal of investments relate to the following
    group’s shareholding
    before after
disposal of investment    disposal disposal
progressive gmbh    808 780
progressive nederland bv    870 810
progressive france limited    920 840
progressive sas    920 860
huxley associates finance resourcing inc    805 745
progressive germany limited    830 800
jobboard enterprises limited    950 900
the amount received to reduce the group’s holdings in the above companies was £03m
i  goodwill amounting to £07m was capitalised where value of net assets acquired was lower than total consideration 
paid
ii  goodwill amounting to £02m was charged to the income statement where value of net assets acquired was in excess 
of total consideration paid
iii  loss of £05m was charged to the income statement on disposal of investments sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 75
11 investments in subsidiaries continued
investments comprise the following principal subsidiary companies
    shareholding country of
    2009 2008 incorporation principal activity
sthree australia pty limited 100 100 australia it recruitment
computer futures solutions nv 100 100 belgium it recruitment
huxley associates belgium nv 100 100 belgium it recruitment
progressive belgium nv 100 100 belgium it recruitment
computer futures solutions sas 100 100 france it recruitment
progressive sas 86 83 france it recruitment
computer futures solutions gmbh 100 100 germany it recruitment
huxley associates gmbh 100 100 germany it recruitment
progressive gmbh 78 808 germany it recruitment
sthree limited 100 100 hong kong finance recruitment
computer futures solutions limited 100 100 ireland it recruitment
computer futures solutions bv 100 100 netherlands it recruitment
computer futures solutions nederland bv 100 100 netherlands it recruitment
huxley associates banking and finance bv 745 70 netherlands finance recruitment
huxley associates bv 735 70 netherlands it recruitment
huxley associates nederland bv 70 70 netherlands it recruitment
jobboard enterprises bv 100 100 netherlands it recruitment
progressive bv 100 100 netherlands it recruitment
progressive nederland bv 81 808 netherlands it recruitment
sthree holdings bv 100 100 netherlands it recruitment
sthree pte ltd 100 100 singapore it recruitment
computer futures solutions limited 100 100 uk it recruitment
huxley associates banking  finance limited 83 70 uk it recruitment
huxley associates belgium limited 100 100 uk it recruitment
huxley associates france limited 100 100 uk it recruitment
huxley associates international limited 100 100 uk it recruitment
huxley associates limited 100 100 uk it recruitment
huxley associates m limited 70 70 uk engineering recruitment
huxley associates n limited 70 70 uk engineering recruitment
huxley associates s limited 72 70 uk engineering recruitment
j p gray limited 100 80 uk finance recruitment
jobboard enterprises limited 90 95 uk it recruitment
madison black limited 100 82 uk it recruitment
orgtel contract limited 795 795 uk it recruitment
orgtel limited 80 80 uk it recruitment
pathway resourcing limited 100 100 uk it recruitment
progressive france limited 84 83 uk it recruitment
progressive germany limited 80 83 uk it recruitment
sthree middle east limited 100 100 uk it recruitment
real staffing group limited 100 100 uk it recruitment
s three management services limited 100 100 uk management services
staff search group limited 100 98 uk it  human resource  
    recruitment
sthree overseas holdings limited 100 100 uk holding company
sthree uk holdings limited 100 100 uk holding company
strategic resource group limited 100 100 uk it recruitment
huxley associates finance resourcing inc 745 745 usa finance recruitment
huxley associates inc 100 100 usa it recruitment sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 76
11 investments in subsidiaries continued
group reorganisation 
during the prior year the group reorganised the corporate structure and incorporated two new holding companies namely 
sthree uk holdings limited and sthree overseas holding limited these holding companies either incorporated or 
purchased the share capital in number of uk and overseas subsidiaries in a share for share exchange this has no effect 
on the net assets of the group 
minority interest rights 
in the event of a return of capital in a winding up or capital reduction the minority interest holding reverts to the ‘right to 
dividend’ percentage in any distribution 
12 trade and other receivables
 group company
  29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
current
t rade receivables  60813 104675 21 56
less provision for impairment of trade receivables  2473 2772 – –
net trade receivables  58340 101903 21 56
other receivables  5392 1228 2515 2258
prepayments and accrued income  29497 36806 – 60
  93229 139937 2536 2374
t rade receivables do not carry interest the group makes judgements on an entity by entity basis as to its ability to 
collect outstanding receivables and provides an allowance for doubtful accounts based on a specific review of significant 
outstanding invoices for those invoices not specifically reviewed provisions are provided at differing percentages based 
on the age of the receivable in determining these percentages the group analyses its historical collection experience 
and current economic trends t rade receivable balances are written off when the group determines that it is unlikely that 
future remittances will be received management considers the carrying values of trade and other receivables are equal to 
the fair value and are deemed to be current assets 
t rade receivables and cash and cash equivalents are deemed to be all current loan and receivables for disclosure under 
ifrs 7 ‘financial instruments’ – disclosures note 25e sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 77
12 trade and other receivables continued
 group company
  29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
the following table shows the development of allowances on receivables
allowances at start of financial year  2772 4226 – –
charge for the year  1968 1321 – –
amounts written down during the year  1035 757 – –
amounts recovered during the year  1232 2018 – –
allowances at end of financial year  2473 2772 – –
13 assets classified as heldtomaturity
 group company
  29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
fixed rate euro bond  3203 – – –
the group invested in a fixed rate euro bond the weighted average interest rate on this security is 14 per annum 
2008 nil per annum the bond has a fixed maturity date of 6 may 2010 that is between 3 to 6 months from the end of 
the reporting period the counterparty has a minimum a credit rating none of these assets is past due or impaired
14 current tax assetsliabilities
the current tax asset of £33m 2008 tax liability of £108m for the group and the current tax liability of £05m 
2008 £nil for the company represent current tax recoverablepayable relating to current and prior periods respectively sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 78
15 trade and other payables
 group company
  29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
t rade payables  25479 30261 86 98
amounts due to group companies  – – 52451 63791
other taxes and social security  4393 5945 – –
other payables  3032 4697 196 –
accruals  43152 40343 461 2487
  76056 81246 53194 66376
all amounts detailed above are payable within one year the fair values of trade and other payables are not materially 
different from those disclosed above 
t rade and other payables are predominantly interest free 
amounts due to group companies are charged interest at an average rate of 175 2008 675 for sterling denominated 
balances and at 1 above the local base rate for other currencies 
16 financial liabilities
 group company
  29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
bank overdraft  – – – 1167
a committed flexible invoice financing arrangement has renewed with the royal bank of scotland group rbs until april 
2012 under this arrangement the group is able to borrow up to £20m funds borrowed under this facility bear interest at 
the rate of 175 above the rbs base rate the group has not drawn down any amount on this facility
borrowing levels are subject to maximum of 85 of trade receivables that meets daily sales outstanding target in the range 
of 4050 days  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 79
16 financial liabilities continued
i maturity profile of bank overdrafts
 group company
  29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
within 1 year or on demand  – – – 1167
ii interest rate risk profile of bank overdrafts
the interest rate risk profile of bank overdrafts are as follows
 group company
  29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
floating rate – overdraft  – – – 1167
during the year the group entered into cash pooling arrangement which allowed netting off the overdraft balances to 
mitigate finance costs  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 80
17 provisions for liabilities and charges
 corporate and divisional
 restructuring property other total
  £’000 £’000 £’000 £’000
at 30 november 2007  – 818 2684 3502
utilised during the year  – 175 – 175
chargedreleased to the income statement  – 645 105 540
at 2 december 2008  – 1288 2579 3867
utilised during the year  6974 223 – 7197
chargedreleased to the income statement  9050 539 307 9282
at 29 november 2009  2076 1604 2272 5952
    29 november 30 november
    2009 2008
currentnoncurrent analysis    £’000 £’000
current liabilities    3063 332
noncurrent liabilities    2889 3535
    5952 3867
provisions are not discounted as the group believes that the effect of the time value of money is immaterial and the 
amount of provisions measured at cost approximate to the present value of the expenditure required to settle the 
obligation 
corporate and divisional restructuring 
on 15 april 2009 the company announced a number of changes relating to corporate and divisional restructuring the 
total cost of this restructuring including redundancy relocation and consolidation of business is considered exceptional 
by virtue of its size the group has charged the restructuring cost incurred of £91m to the income statement in the 
current period as at 29 november 2009 £21m remains as a provision relating to people exit and property rationalisation 
costs this provision is expected to be utilised within 2 years
property 
dilapidations — the group is obliged to pay for dilapidations at the end of its tenancy of various properties provision has 
been made based on independent professional estimates of the likely costs based on current conditions and these have 
been spread over the relevant lease term the liability is expected to crystallise as follows 
    29 november 30 november
    2009 2008
    £’000 £’000
within one year    683 332
one to five years    782 713
after five years    139 243
    1604 1288 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 81
17 provisions for liabilities and charges continued
other 
other provisions principally include amounts in respect of liabilities resulting from indemnities given to group clients in 
continental europe arising in the normal course of business in respect of the employment status of contractors 
the timing of settlement is uncertain but management expects that the provision will be utilised within the average 
statute of limitation period in the countries to which this exposure relates unutilised provisions in respect of earlier years 
where no further exposure remains have been released 
18 deferred tax assetsliabilities
  european
 excess tax contractor sharebased
 depreciation liabilities payments other total
group £’000 £’000 £’000 £’000 £’000
at 2 december 2007 361 712 1845 856 3052
creditcharge to income statement for the year 482 11 264 440 1175
prior year creditcharge to income statement  
for the year 250 34 – – 216
charge to equity for the year – – 1297 – 1297
at 30 november 2008 371 667 812 1296 3146
creditcharge to income statement for the year 601 82 394 2915 3828
prior year chargecredit to income statement  
for the year 2314 33 – 202 2079
charge to equity for the year – – 620 – 620
at 29 november 2009 1342 618 1826 4413 5515
the group believes that the deferred tax assets will be recoverable against projected taxable profits over the foreseeable 
future in the companies to which they relate 
the group has tax losses of £112m for the year 2008 £39m in respect of overseas territories a deferred tax asset in 
respect of these losses has been recognised on consolidation
unremitted earnings 
as at 29 november 2009 unremitted earnings of overseas group companies amounted to £355m 2008 £323m 
following the introduction of the dividend exemption on 1 july 2009 the group expects to benefit from this exemption 
on future remittances however unremitted earnings may still be liable to withholding tax if they were distributed as 
dividends no such tax is expected to be payable as there are no plans to remit these earnings sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 82
18 deferred tax assetsliabilities continued
   sharebased 
   payments other total
company   £’000 £’000 £’000
at 2 december 2007   655 610 1265
credit to income statement for the year   – 18 18
credit to equity for the year   693 – 693
t ransferred to group companies   – 328 328
at 30 november 2008   38 264 226
chargecredit to income statement for the year   433 264 169
chargecredit to equity for the year   762 – 762
at 29 november 2009   1157 – 1157
19 share capital
a share capital
   29 november  30 november 
   2009  2008
  number of  number of
authorised  shares £’000 shares £’000
ordinary shares of 1p each  300000000 3000 300000000 3000
   capital
  ordinary redemption capital
  shares reserve reserve total
allotted and fully paid number £’000 £’000 £’000 £’000
at 2 december 2007 138277163 1383 2 878 2263
repurchase of own shares 16613387 166 166 – –
issue of share capital 63000 1 – – 1
at 30 november 2008 121726776 1218 168 878 2264
issue of share capital 29500 – – – –
at 29 november 2009 121756276 1218 168 878 2264
capital redemption reserve 
during the year ended 29 november 2009 the group purchased nil 2008 16613387 of its own shares for cancellation 
on the london stock exchange the average price paid per share amounted to nil p 2008 1880994p and the total 
consideration paid was £nil 2008 £31249681  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 83
19 share capital continued
share issue 
share options that were granted in november 2000 were satisfied in the current period with a new issue of 29500 2008 
59000 ordinary shares no 2008 4000 shares were also issued during the year in order to reimburse the ebt for 
shares used to settle share awards on behalf of the company
b share options 
certain employees hold options to subscribe for ordinary shares in the company under the share option schemes 
the number of shares subject to options the period in which they were granted and the period in which they may be 
exercised are given below during this financial year 88265 2008 58500 of these options were exercised of which 
29000 were satisfied by the issue of new ordinary shares and the remaining 59265 were satisfied by the shares held in 
the ebt 
  number    number
  of options    of options
  outstanding    outstanding exercise
  3 december granted exercised lapsed 30 november price exercise
year of grant note 2007 in year in year in year 2008 per share period
2000 a 81500 – 49500 – 32000 1p 20002010

2002 b 6000 – 5000 500 500 1p 20022012

2004 c 4000 – 4000 – – 1p 20042014

2007 d 469859 – – 100809 369050 – 20072017
2008 e – 1153352 – 22836 1130516 – 20082018
  561359 1153352 58500 124145 1532066
  number    number
  of options    of options
  outstanding    outstanding exercise
  1 december granted exercised lapsed 29 november price exercise
year of grant note 2008 in year in year in year 2009 per share period
2000 a 32000 – 29000 – 3000 1p 20002010

2002 b 500 – – 500 – 1p 20022012

2004 c – – – – – 1p 20042014

2007 d 369050 – 710 23008 345332 – 20072017
2008 e 1130516 – 22053 69368 1039095 – 20082018
2009 f – 1689438 36502 27353 1625583 – 20092019
  1532066 1689438 88265 120229 3013010

 exercisable at ipo 15 november 2005 but granted in the disclosed years prior to ipo
note 
a   8500 share options became exercisable on 15 november 2005 the remainder of these share options remain 
exercisable until 2010 36000 can be exercised from 16 november 2006 until 16 november 2010 and 37000 can be 
exercised from 16 november 2007 until 16 november 2010 
b  all of these options became exercisable on 15 november 2005 and remain exercisable until 2012
c  all of these options became exercisable on 15 november 2005 and remain exercisable until 2014 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 84
19 share capital continued
b share options continued 
longterm incentive plan ltip 
  in november 2006 shareholders approved a sharebased l tip  the main features of the l tip are discussed in the 
directors’ remuneration report 
d   the weighted average fair value of the equitysettled share awards granted in 2007 amounted to 22664p per 
award the fair value of the share awards was calculated using the montecarlo simulation model the montecarlo 
simulation model reflected the historical volatilities of the company’s share price and those other companies to which 
the company’s performance is compared over a period equal to the vesting period the average share price on the 
date of grant was 4020p the vesting period in which performance of the tsr is assessed is 3 years 
e   the weighted average fair value of the equitysettled share awards granted during the year amounted to 11742p per 
award the average share price on the date of grant was 19675p the vesting period in which performance of the tsr is 
assessed is 3 years 
f  the weighted average fair value of the equitysettled share awards granted during 2009 amounted to 11099p per 
award the average share price on the date of grant was 1700p the vesting period in which performance of the tsr is 
assessed is 3 years
other employees share option schemes
   saye sip total
   £’000 £’000 £’000
at 30 november 2008   – – –
granted   59 58 117
at 29 november 2009   59 58 117
save as you earn saye 
the saye share option scheme was approved by the shareholders on 24 april 2009 the saye was implemented in order 
to promote share ownership amongst all uk employees of the company linking employee benefit to the performance of 
the company and to aid retention of staff all uk employees and executive directors who have continuous service of more 
than six months ending on the date of grant or such shorter period as the board may decide with the company or any 
subsidiary in the group nominated to join in the saye are eligible to participate in the scheme the board has discretion 
to reduce the period of qualifying service and to invite other employees of the group to participate under the saye 
employees can save up to £250 per month for three or five years and receive options to purchase the company’s shares at 
a discount of up to 20 on the market value during 2009 233 employees 30 of those eligible applied to participate in 
the saye options awarded under saye scheme are not subject to any performance conditions 
for the purpose of valuing options to arrive at the sharebased payment charge the binomial option pricing model has 
been used for schemes with total shareholder return performance targets the assumptions used in the models are as 
follows 
weighted average fair value £ 6124p
key assumptions used
weighted average share price 19800p
exercise prices £ 15840p
range of expected volatility 40
riskfree interest rate 475
range of expected option term life 3 years
dividend yield 606 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 85
19 share capital continued
b share options continued 
share incentive plan sip 
the sip was approved by shareholders on 24 april 2009 under the sip employees are invited to make contributions to 
buy partnership shares if an employee agrees to buy partnership shares the company currently matches the number of 
partnership shares bought with an award of shares matching shares on a oneforone basis 
assumptions on expected volatility and expected option term have been made on the basis of historical data wherever 
available for the period corresponding with the vesting period of the option best estimates have been used where 
historical data is not available in the respect 
during the year the group recognised a cost of £006m 2008 £nil related to equitysettled sharebased payment 
transactions the weighted average price paid for plan during the year was 25380p 
employee benefit trusts ebt 
in addition to the share options set out above the company has issued further share options and awards which will be 
satisfied by shares held by the group’s ebt the shares held by the ebt are shown as a deduction from shareholders’ 
funds 
the ebt waive their rights to receive a dividend under the terms of the trusts no other shareholder waives their rights to 
dividends 
ordinary shares  number number
2 december 2007   6428863
movement in the year director gift to the trust 37200
 forfeitable ordinary shares lapsed in year 31250
 shares issued to reimburse ebt for share awards settled 4000
 optionsawards exercised 2236252 2163802
30 november 2008   4265061
movement in the year director gift to the trust 11111
 l tip options exercised 59265
 optionsawards exercised 1965919 2014073
29 november 2009     2250988
all shares held in the trust were gifted from directors at nil cost to the ebt sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 86
19 share capital continued
b share options continued
employee benefit trusts ebt continued
options granted and awards to be settled by shares held in the ebt are as follows
  number of    number of    
  optionsawards    optionsawards    
  outstanding granted   outstanding  exercise  
year of  3 december awards exercised lapsed 30 november  price exercise
grantaward note 2007 in year in year in year 2008 per share period
2000 a 62477 – 28586 – 33891 1p 20002010

2004 b 141015 – 84461 2500 54054 1p 20042014

2004 c 29000 – 15900 – 13100 1p 20042014

2004 d 4963967 – 1925995 89325 2948647 1p 20042014

2005 e – – – – – na 20052015

2005 f 32587 – 1500 1087 30000 £1 total 20052015

2007 g 37200 – 37200 – – – 20072017
2008 h – 226700 142610 – 84090 – 20082018
  5266246 226700 2236252 92912 3163782
  number of    number of    
  optionsawards    optionsawards    
  outstanding granted   outstanding  exercise  
year of  1 december awards exercised lapsed 29 november  price exercise
grantaward note 2008 in year in year in year 2009 per share period
2000 a 33891 – 33891 – – 1p 20002010

2004 b 54054 – 42054 – 12000 1p 20042014

2004 c 13100 – 8300 – 4800 1p 20042014

2004 d 2948647 – 1760887 13042 1174718 1p 20042014

2005 e – – – – – na 20052015

2005 f 30000 – 28300 – 1700 £1 total 20052015

2007 g – – – – – – 20072017
2008 h 84090 – 29590 18500 36000 – 20082018
2009 i – 62897 62897 – – – 20092019
  3163782 62897 1965919 31542 1229218

 providing certain conditions have been met at the time of exercise 
the weighted average market share price for shares exercised during the year was 203p 2008 163p  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 87
19 share capital continued
b share options continued 
employee benefit trusts ebt continued 
approved executive share option scheme 
a  options over 4 million of the ordinary shares were granted by the board to certain employees on 27 november 2000 
at an exercise price of 1p these options are exercisable under normal circumstances within 10 years from the date of 
grant the number outstanding at 29 november 2009 was nil 2008 33891 
b  on 28 may 2004 options over 650720 ordinary shares were issued at an exercise price of 1p these options replaced 
options that had lapsed in the previous grant of options in 2000 there are no performance conditions attached and 
the options are exercisable within 10 years from the date of grant the number of options outstanding at 29 november 
2009 was 12000 2008 54054
c  on 3 december 2004 options over 49600 ordinary shares were issued at an exercise price of 1p these options 
replaced options that had lapsed in the previous grants of options in november 2000 and may 2004 there are no 
performance conditions attached and the share options are exercisable within 10 years from the date of grant the 
number of options outstanding at 29 november 2009 was 4800 2008 13100 
d  options over 525 million ordinary shares were granted by the board to certain employees on 3 december 2004 these 
are exercisable within 10 years from the date of grant these options are subject to a performance condition requiring 
that over a five year period a certain level of profits has to be achieved if these performance targets are achieved in 
each of the relevant periods a total of 1050000 options are available for allocation in each year following the target 
being achieved the number of options outstanding at 29 november 2009 was 1174718 2008 2948647 
unapproved share option scheme 
e   on 16 november 2005 the zero coupon preference shares held by the ebt were converted into 10244748 ordinary 
shares the board decided to award 5006128 of the resulting ordinary shares to employees for no consideration in 
accordance with ifrs 2 a charge was recognised in the income statement for the year ended 30 november 2005 the 
charge was calculated as the fair value of the awards granted which amounted to £10012318 the board expected 
to make an additional gift of shares from the ebt not earlier than nine months after flotation this additional award 
of shares was made on 26 september 2006 and amounted to 4729783 ordinary shares with a charge of £15951193 
being recognised in the income statement for the year ended 30 november 2006 the number of shares awarded but 
not yet accepted at 29 november 2009 was nil 2008 nil no further awards have been made during this financial 
year and therefore no income statement charges have been recognised during this financial year 
f   at ipo 16 november 2005 the board awarded 433749 ordinary shares and issued 505710 share options to certain 
current and former employees who were considered to have contributed to the group’s continued success the share 
options are exercisable immediately upon grant and expire 10 years from the date of grant the number of options 
outstanding at 29 november 2009 was 1700 2008 30000 the group recognised a charge in the income statement 
for the year ended 30 november 2005 in accordance with ifrs 2 amounting to £1878918 representing the fair value 
of the options awarded at the date of grant there have been no awards in the current year 
g   on 16 september 2007 the directors made share awards over 37200 ordinary shares to certain current employees 
who were considered to have contributed to the group’s continued success the share awards vest immediately 
there are nil share awards outstanding at the year end 2008 nil 
h   on 15 october 2008 the directors made share awards over 226 700 ordinary shares to certain current employees who 
were considered to have contributed to the group’s continued success the share awards vest either immediately or 
after two years the group recognised a charge in accordance with ifrs 2 amounting to £nil 2008 £215278 for the 
calculation of the charge the fair value of these share awards is based on the midprice on the day that the award was 
granted to the employees the number outstanding at the year end was 36000 2008 84090  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 88
19 share capital continued
i   on 9 april 2009 the directors made share awards of 62897 ordinary shares to certain employees who were 
considered to have contributed to the group’s continued success the share awards vest immediately the group 
recognise a charge in accordance with ifrs 2 amounting to £143000 2008 £nil for the calculation of the 
charge the fair value of these share awards is based on the midprice on the day that the award was granted to the 
employees all the above shares were exercised in the current period 
c share awards in subsidiary companies
as described in the directors’ report the group makes awards of shares in subsidiary businesses to certain entrepreneurial 
employees who will participate in the development of those businesses
these awards generally have the following characteristics
–  an employee receives an award of a ‘’tracker share’’ in a subsidiary business this share gives the employee certain 
rights to income and capital growth of a ‘’tracked’’ business
–  the employee must subscribe for his award of tracker shares at fair value as determined by an independent third party 
share valuer and taking into account the particular rights attached to the shares described in the relevant businesses’ 
articles of association 
–  if the employee remains in employment with the group for a preagreed period not less than three years he may 
then offer his tracker shares for sale to sthree plc should sthree plc decide to buy back the tracker shares it will do 
so at a price based on a multiple of the tracker shares’ fair value at that date and sthree plc may choose to settle this 
transaction in cash or in sthree plc shares as it chooses 
during the prior year the following awards have been made under the tracker share arrangements 
 number of awards   number of awards
 outstanding number of awards number of awards outstanding
 3 december created during the bought back 30 november
 2007 year during the year 2008
t racker share awards made – 2008 – 941 – 941
 number of awards   number of awards
 outstanding number of awards number of awards outstanding
 30 november created during the bought back 29 november
 2008 year during the year 2009
t racker share awards made – 2009 941 619 94 1466
the fair value of the tracker share awards made during the period is nil as employees must subscribe for the awards at 
fair value the total net subscription proceeds received for 2009 tracker share awards was £192000 2008 £127000 
with proceeds in respect of individual awards ranging from £33700 to £1745274 2008 £25333 to £1763467 the group 
also bought back 94 tracker shares during the year for a total consideration of £10000 
the subscription price of the tracker share awards is determined by an independent valuer taking into account the 
expected performance of each tracked business and the likelihood of ultimate buyback by sthree plc  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 89
20 results of holding company
of the results for the financial year a retained profit of £287m 2008 retained loss of £96m was recorded the directors 
have taken advantage of the exemption available under section 408 of the companies act 2006 and do not present an 
income statement for the company alone
21 commitments
group
operating leases
at the balance sheet date the group had annual commitments under noncancellable operating leases as set out below
    motor vehicles  land and buildings
  29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
t otal minimum operating lease payments due
within one year  1244 1948 11459 11368
one to five years  400 1582 35191 34606
after 5 years  – – 13083 15902
  1644 3530 59733 61876
capital commitments 
the group had contractual commitments of £05m 2008 £04m relating to property plant and equipment at the balance 
sheet date 
vat group registration 
as a result of the group registration for vat purposes the company is contingently liable for vat liabilities arising in other  
companies within the vat group the total vat liability as at 29 november 2009 amounted to £18m 2008 £42m 
guarantees 
the group issued bank guarantees for commitments which amounted to £21m 2008 £19m 
company 
the company held no outstanding lease or capital commitments at the year end 2008 nil  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 90
22 cash and cash equivalents
 group company
    29 november 30 november 29 november 30 november
  2009 2008 2009 2008
  £’000 £’000 £’000 £’000
cash in hand and at bank  45272 24584 150  –
bank overdraft   –  –  – 1167
  45272 24584 150 1167
due to the group pooling arrangement an overdraft amount of £nil 2008 £12m in sthree plc is netted out against cash 
balance in group companies 
included within cash and cash equivalents is £04m 2008 £nil against which the group has issued cash collaterised 
bank guarantees this amount is not immediately available for use in the business 
23 related party transactions
group 
the group has related party relationships with its subsidiaries note 11 with its directors and with members of the 
executive board details of transactions between the group and other related parties are disclosed below 
key management personnel 
the key management under ias 24 ‘related party disclosure’ is defined as those persons who have authority and 
responsibility for planning directing and controlling the entity’s activities directly or indirectly the group’s key 
management comprises of the executive directors executive committee and other key managers who are deemed to 
influence the day to day activities details of directors’ remuneration are given in the directors’ remuneration report the 
remuneration of the directors is determined by the sthree plc remuneration committee in accordance with its stated 
policy t otal remuneration for members of key management is detailed below 
    29 november 30 november
    2009 2008
    £’000 £’000
salaries and other shortterm benefits    3005 3471
fair value of share awards granted    810 455
postemployment benefits    156 78
t ermination benefits    448 438
    4419 4442
the above figure includes £259000 which have been recognised in the corporate and divisional restructuring exceptional 
items sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 91
23 related party transactions continued
company 
the company has related party relationships with its subsidiaries note 11 and with members of the executive board 
the directors receive remuneration from the company which is disclosed in the directors’ remuneration report the 
company did not have any transactions other than those disclosed in the remuneration report with the directors during 
the financial year details of transactions between the company and other related parties are disclosed below 
    29 november 30 november
    2009 2008
    £’000 £’000
loans and advances given to and dividends received from subsidiaries
loans and advances given to subsidiaries    11340 57740
loans and advances given to directors    305  –
interest income received in respect of interest bearing loans and advances   162 666
dividend income received    25745 197
loans and advances received from subsidiaries
loans and advances received     –  –
interest expense paid in respect of interest bearing loans and advances   1674 6435
year end balances arising from transactions with subsidiaries
    29 november 30 november
    2009 2008
    £’000 £’000
amounts payable to subsidiary companies    52451 63791
24 subsequent events
the group does not have any post balance sheet events that require disclosure as at 29 january 2010  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 92
25 financial instruments and financial risk factors
financial risk factors 
the group reports in sterling and pays dividends out of sterling profits the role of corporate t reasury is to manage 
and monitor external and internal funding requirements and financial risks in support of corporate objectives t reasury 
activities are governed by policies and procedures approved by the board of directors most recently on 27 november 
2009 t reasury management chaired by our chief financial officer meets on a monthly basis to review treasury activities 
its members receive management information relating to treasury activities our internal auditors regularly review the 
t reasury internal control environment 
in previous years the group treasury entered into few derivative transactions principally currency swaps and forward 
currency contracts with the purpose to manage the currency risks arising from operations and financing during 2008 a 
series of equal and opposite derivative positions were taken to reduce the group’s total exposure to derivatives to nil all 
above derivate transactions were closed during the year with minimal impact on income statement the board undertook 
review of its currency hedging strategy to ensure it is appropriate and currently does not actively manage its exposure 
to foreign exchange risk by the use of financial instruments the group does not hold or issue derivative financial 
instruments for speculative purposes and our t reasury policies specifically prohibit such activity all transactions in 
financial instruments are undertaken to manage the risks arising from underlying business activities not for speculation 
the treasury function is managed as a cost centre and thus not engaged in speculative trading
the group has nil 2008 46 derivative financial instruments open at the year end 
the group is exposed to a number of different financial risks including foreign currency exchange rates liquidity interest 
rates and credit risk the group’s objective and strategy in responding to these risks is set out below 
a capital risk management
  the group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in 
order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure 
to reduce the cost of capital
  in order to maintain or adjust the capital structure the group may adjust the amount of dividends paid to shareholders 
return capital to shareholders issue new shares or sell assets to reduce debt
  consistent with others in the industry the group monitors capital on the basis of the gearing ratio this ratio is calcu
lated as net debt divided by total capital net debt is calculated as total borrowings including ‘current and noncurrent 
borrowings’ as shown in the consolidated balance sheet less cash and cash equivalents t otal capital is calculated as 
‘equity’ as shown in the consolidated balance sheet plus net debt
b foreign currency exchange risk
  the group publishes its consolidated financial statements in sterling and conducts business in a number of other 
currencies principally the euro consequently the group is exposed to foreign exchange risk due to exchange rate 
movements which affect the group‘s transactional revenues cost of sales the translation of the earnings and net 
assets of its overseas operations 
  the group is also exposed to foreign currency exchange risk from the value of net investments outside the united 
kingdom the settlement of intercompany balances held with foreign operations is neither planned nor likely to occur 
in the foreseeable future therefore exchange differences arising from the translation of the net investments are 
taken into equity 
  the group’s businesses generally raise invoices and incur expenses in their local currencies local currency cash 
generated is remitted via intercompany transfers to the united kingdom the group generally converts foreign 
currency balances into sterling to manage its cash flows 
  the anticipated impact on the group‘s results if the euro strengthened against sterling by a movement of more than 
10 in terms of transactional exposure amounts to an increase in profit before tax by £31m 2008 £31m if the euro 
weakened against sterling by more than 10 this would result in a decrease in profit before tax of £31m 2008 £31m 
the effect to equity would result in a movement of £33m  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 93
25 financial instruments and financial risk factors continued
b foreign currency exchange risk continued
the table below provides exchange rates used by the group for translation of the earnings and net assets of its overseas 
operations
    weighted average rate   closing rate
  2009 2008 2009 2008
euro  08977 07755 09087 08268
us dollar  06530 05198 06061 06518
hong kong dollar  00843 00667 00782 00841
australian dollar  04924 04561 05496 04265
singapore dollar  04448 03690 04368 04306
c liquidity risk
  the group actively maintains committed facilities to enable it to finance its daytoday operations based on cash flow 
projections the group invests surplus cash in floating rate interestearning deposit accounts with uk and european 
banks note 17 
  the group’s treasury function centrally coordinates relationships with banks borrowing requirements foreign 
exchange requirements and cash management the group believes it has access to sufficient funding through an 
invoice financing arrangement that provides a committed borrowing facility of £20m 
  the table below shows the maturity profile of the group’s financial liabilities based on the contractual amounts 
payable on the date of repayment 
 trade and other payables financial liabilities
 group company group company
at 29 november 2009  £’000 £’000 £’000 £’000
within one year  76056 53194 –  –
at 30 november 2008
within one year  81246 66376  – 1167 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 94
25 financial instruments and financial risk factors continued
d interest rate risk
  the group is also exposed to interest rate risk from the possibility that changes in interest rates will affect future cash 
flows or the fair values of its financial instruments principally financial liabilities the group finances its operations 
through a mixture of retained profit the invoice discounting facility and when required bank overdrafts 
  the group does not hedge the exposure to variations in interest rates presented by the above instruments 
  based on the composition of the net debt as at 29 november 2009 and taking into consideration all variable rate 
borrowings and cash in place if the interest rate payable or receivable moved by a 100 basis points in either direction 
then the effect to the group would be minimal 
  profit is more sensitive to interest rate decrease than increase because of borrowing with uncapped interest rates 
the sensitivity is lower in 2009 than in 2008 because of reduction in outstanding borrowings that has occurred as the 
entity’s debt has matured 
e credit risk
  in the normal course of business the group participates in cash pooling arrangements with its counterparty bank the 
maximum exposure with a single bank for deposits is £452m 2008 £244m 
  t rade and other receivables of the group are analysed in the table below with respect to the trade and other 
receivables that are neither impaired nor past due there are no indications as of the reporting date that the debtors 
will not meet their payment obligations 
  the group mitigates its credit risk by using a credit rating agency to assess new clients and payment history to assess 
further credit extensions to existing clients in addition the spread of sme client base circa 7000 clients helps to 
mitigate the risk of individual client failure having a material impact on the group 
  the group does not typically renegotiate the terms of trade receivables hence the outstanding balance is included 
in the analysis based on the original payment terms there were no significant renegotiated balances outstanding at 
year end 
  group  company
  2009 2008 2009 2008
trade and other receivables  £’000 £’000 £’000 £’000
neither impaired nor past due  70417 105288 2536 2374
impaired net of valuation allowance  392 3600  –  –
not impaired and past due in the following periods
within 30 days  17599 21647  –  –
31 to 60 days  3894 7163  –  –
61 to 90 days  927 2239  –  –
over 90 days   –  –  –  –
total  93229 139937 2536 2374 sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 95
25 financial instruments and financial risk factors continued
f interest rate profile of financial assets and liabilities
  the following tables set out the exposure of financial assets and liabilities to either fixed interest rates floating interest 
rates or no interest rates the maturity profile of financial assets and liabilities exposed to interest rate risk in the table 
below indicates the contractual repricing and maturity dates of these interest rates
 financial assets
 group company
  cash heldto cash 
  and cash  maturity and cash  
  equivalents investments equivalents investments
at 29 november 2009  £’000 £’000 £’000 £’000
less than one year  45272 3203 150 –
total interestbearing  45272 3203 150 –
analysed as
floating rate  45272 – 150 –
fixed rate  – 3203 – –
t otal interestbearing  45272 3203 150 –
noninterestbearing  – – – 238543
  45272 3203 150 238543
at 30 november 2008
less than one year  24584 – – –
total interestbearing  24584 – – –
analysed as
floating rate  24584 – – –
t otal interestbearing  24584 – – –
noninterestbearing  – – – 237117
  24584 – – 237117
g price risk
  as part of the presentation of the market risk ifrs 7 requires disclosure on how hypothetical changes in risk affect the 
price of financial instruments important risk variables are stock exchange prices or indices as of 29 november 2009 
the entity did not hold any material investments to be classified as ‘available for sale’ or as ‘held for trading’ therefore 
there are no financial instruments which would be materially impacted by risk variables affecting the price of financial 
instruments  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 96
25 financial instruments and financial risk factors continued
h currency profile of financial assetsliabilities
 net foreign currency monetary assets
    other
 sterling euro us dollars currencies total
at 29 november 2009 £’000 £’000 £’000 £’000 £’000
sterling  – 9865 518 1063 11446
euro 10  –  –  – 10
other  –  – 248  – 248
total 10 9865 766 1063 11704
at 30 november 2008
sterling  – 6225 624 802 7651
euro 56  –  –  – 56
other  –  –  –  –  –
total 56 6225 624 802 7707
  the company does not have any exposure to other currencies other than its functional currency of sterling 
  other foreign currencies held by the group include the following swiss francs united arab emirates dirhams 
australian dollars hong kong dollars singapore dollars swedish kronor bahrain dinars kuwait dinars qatar riyals 
and saudi arabia riyals  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 97
25 financial instruments and financial risk factors continued
h currency profile of financial assetsliabilities continued
  financial derivatives
 group and company 
  the table below sets out the net principal amount and fair value of derivative contracts held by the group and the 
company
 notional amounts of the 
 derivative instrument fair value
currency and interest related instruments
   assets liabilities net gainloss
at 30 november 2009  £’000 £’000 £’000 £’000
foreign currency swaps   –  –  –  –
other foreign exchange derivative instruments   –  –  –  –
t otal financial derivatives   –  –  –  –
at 29 november 2008
foreign currency swaps   –  –  –  –
other foreign exchange derivative instruments  24567  –  –  –
t otal financial derivatives  24567  –  –  –
  in previous years the group entered into a variety of complex derivative transactions with notional values of £330m 
these included foreign currency swaps forward foreign exchange contracts with extension options and forward 
foreign exchange contracts with options based on foreign exchange rate movements although these were not 
designated as hedges under the definitions as set out by ias 39 they acted as economic hedges of the group’s foreign 
currency exposures and were accounted for at fair value through the income statement 
  on 1st february 2008 the group closed out these positions early crystallising a £20m exceptional charge t o 
close out these positions exactly equal and opposite transactions were entered into the last of which matured on 
28 september 2009 these resulted in a notional value of £246m these transactions were settled  sthree plc
notes to the financial statements
year ended 29 november 2009
sthree plc 5 98
25 financial instruments and financial risk factors continued
i  fair values of financial assets and liabilities 
  the carrying amounts of financial assets and financial liabilities are equal to their fair values 
  fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction between 
informed and willing parties other than a forced or liquidation sale and excludes accrued interest 
  where available market values have been used to determine fair values where market values are not available fair 
values have been calculated by discounting expected cash flows at prevailing interest rates and by applying year end 
exchange rates a summary of the assumptions used for each category of financial instrument is set out below 
summary of methods and assumptions
shortterm deposits and borrowings  approximates to the carrying amount because of the short 
maturity of these instruments
cash and cash equivalents approximates to the carrying amount
receivables and payables  approximates to the carrying amount for current balances 
there are no material longer term balances
financial instruments market valuations at the balance sheet date sthree plc 5 99
sthree plc
five year financial summary
 29 november 30 november 2 december 30 november 30 november
 2009 2008 2007 2006 2005
 £’m £’m £’m £’m £’m
turnover
geographic analysis
– by location of client
united kingdom 2713 3869 3697 2957 2436
europe and rest of world 2481 2446 1530 976 715
 5194 6315 5227 3933 3151
– by location of operating company
united kingdom 3820 4869 4795 3726 2990
europe and rest of world 1374 1446 432 207 161
 5194 6315 5227 3933 3151
gross profit
geographic analysis
– by location of client
united kingdom 769 1216 1233 989 795
europe and rest of world 943 973 594 366 250
 1712 2189 1827 1355 1045
– by location of operating company
united kingdom 1037 1450 1475 1186 922
europe and rest of world 675 739 352 169 123
 1712 2189 1827 1355 1045
operating profit
before exceptional items 180 568 523 410 295
other key performance indicators
 numbers numbers numbers numbers numbers
average headcount 1863 2157 1786 1288 1037
permanent placements in financial year 6060 10236 9568 7685 6023
active contractors at year end 4157 5745 5662 4719 4365
 £ £ £ £ £
average placement fee — permanent 11930 10355 9780 8563 7972
average gross profit per day — contractors 8469 7830 7142 6490 5840 sthree plc 5 100
sthree plc
notes shareholder information
shareholder enquiries and electronic 
communications – wwwcapitashareportalcom
shareholders with enquiries relating to their shareholding 
should contact capita registrars alternatively you may 
access your account via wwwcapitashareportalcom but will 
need to have your shareholder reference available when you 
first log in which may be found on your dividend voucher 
share certificate or form of proxy the online facility also allows 
shareholders to view their holding details find out how to 
register a change of name or what to do if a share certificate 
is lost as well as download forms in respect of changes of 
address dividend mandates and share transfers
shareholders who would prefer to view documentation 
electronically can elect to receive automatic notification by 
email each time the company distributes documents instead 
of receiving a paper version of such documents by registering 
a request via the registrar by calling 0871 664 0391 from uk 
– calls cost 10p per min plus network extras lines are open 
830am – 530pm mon to fri or  44 208 639 3367 non uk or 
register online at
wwwcapitashareportal
there is no fee for using this service and you will automatically 
receive confirmation that a request has been registered 
should you wish to change your mind or request a paper 
version of any document in the future you may do so by 
contacting the registrar
potential targeting of shareholders
companies have become aware that their shareholders have 
received unsolicited phone calls or correspondence concerning 
investment matters these are typically from overseas based 
brokers’ who target uk shareholders offering to sell them 
what often turn out to be worthless or high risk shares in us 
or uk investments they can be very persistent and extremely 
persuasive and a 2006 survey by the financial services 
authority fsa has reported that the average amount lost by 
investors is around £20000 it is not just the novice investor 
that has been duped in this way many of the victims had been 
successfully investing for several years shareholders are 
advised to be very wary of any unsolicited advice offers to buy 
shares at a discount or offers of free company reports
if you receive any unsolicited investment advice
make sure you get the correct name of the person and • 
organisation
check that they are properly authorised by the fsa  • 
before getting involved you can check at  
wwwfsagovukregister
the fsa also maintains on its website a list of • 
unauthorised overseas firms who are targeting or 
have targeted uk investors and any approach from 
such organisations should be reported to the fsa 
so that this list can be kept up to date and any other 
appropriate action can be considered if you deal with an 
unauthorised firm you would not be eligible to receive 
payment under the financial services compensation 
scheme the fsa can be contacted by completing an 
online form at wwwfsagovukpagesdoingregulated
lawalertsoverseasshtml
inform the registrar as shown above • 
details of share dealing facilities that the company endorses 
will only be included in publications issued by the company 
more detailed information on this or similar activity can be 
found on the fsa website wwwfsagovukconsumer
adr information
for us investors the company has set up a level one adr 
facility under the ticker symbol ‘serty’ bny mellon act as 
both adr depositary bank  registrar for this facility for 
further information please visit bny mellon’s website at www
adrbnymelloncom and search for the sthree profile page 
holders can also access details using the following
bny mellon shareowner services
p o box 358016
pittsburgh pa 152528016
customer service t el 1 800 5226645 from outside the us 
001 201 6806578
mailtoshrrelationsmelloncom
for the issuance of adrs please contact
jason paltrowitz 
t el 1 212 815 2077 
fax 1 212 571 3050 
email jpaltrowitzbankofnycom
websites httpwwwadrbnymelloncom
share price information
information on the company’s share price can be found on 
wwwsthreecom or via the ft cityline service telephone 
0906 003 0000 code 3912 calls cost 60p per minute from a 
bt landline and charges from other telephone networks may 
vary
share dealing service
capita share dealing services provide a telephone and online 
share dealing service for uk and eea resident shareholders t o 
use this service shareholders should contact capita telephone 
0871 664 0454 – lines are open mon to fri 800am – 430pm uk 
time calls cost 10p per min plus network extras alternatively 
log on to wwwcapitadealcom
capita share dealing services is a trading name of capita irg 
t rustees limited which is authorised and regulated by the fsa
dividend reinvestment plan drip  
non sponsored
for any shareholders who wish to reinvest dividend 
payments in additional shares of the company a facility is 
provided by capita irg t rustees ltd in conjunction with capita 
registrars under this facility accrued dividends are used 
to purchase additional shares any shareholder requiring 
further information should contact capita on uk 0871 664 
0381 or nonuk 44 208 639 3402 or email shares
capitaregistrarscom
 calls cost 10p per minute plus network extras lines are open 
830am – 530pm mon to fri
sharegift
sharegift registered charity no 1052686 operates a charity 
share donation scheme for shareholders with small parcels of 
shares whose value may make it uneconomic to sell details of 
the scheme are available from
sharegift at wwwsharegiftorg
t elephone 0207 930 3737
financial calendar 200910
financial yearend – 29 november 2009
results announced – 1 february 2010
exdiv date for dividend – 24 february 2010
record date for dividend – 26 february 2010
dividend paid – 31 march 2010
annual general meeting – 23 april 2010
halfyear period end – 30 may 2010
interim results announced – 19 july 2010
interim dividend payable – early december 2010 sthree plc   report  accounts 2009


Summary:
 sthree plc 6
overview
2009 was by any standards an 
extraordinary year and was without 
question one of the most difficult the 
group has faced in its twenty three 
year history the impact of the global 
crisis on demand for specialist staff 
was as tough if not worse than the 
dot com crash – in itself a slow down 
of historical severity and certainly the 
sternest test the group had faced up 
until that point 
the slowdown evident in the uk 
and us by q2 of 2008 was highly 
indicative that 2009 was likely to be 
a far more difficult market than the 
group had to deal with in some years 
normal levels of expectation either 
internal or external had quite clearly 
been overtaken by external events
nonetheless the extent and rapidity of 
the further decline seen in the early 
part of 2009 was striking in particular 
the group’s international businesses 
which had very largely showed 
remarkable robustness throughout 
2008 demonstrated that they were 
not immune to the impact of the 
global recession for its part the uk 
market demonstrated that although 
conditions were already bad they 
had the capacity to get substantially 
worse 
this then is the only context in which 
the group’s 2009 performance can 
be judged and if we bear in mind 
these unprecedented headwinds 
it is pleasing to say that the 2009 
sthree results can be characterised 
as a very commendable outcome in 
exceptionally difficult circumstances 
the fact that the group adapted 
to the exceptional conditions with 
outstanding levels of grit and 
determination is what we would 
expect the fact that we were also 
able to take further steps towards 
achieving our strategic goals gives 
a further perspective on what was 
achieved
financial outcome
inevitably given the circumstances 
the group saw a reduction in gross 
profit gp the 2009 gp figure of 
£1712m was 218 down on the prior 
year 2008 £2189m this converted 
to a profit before tax pbt of £180m 
2008 £560m down 679 before 
exceptional items post exceptional 
items pbt was £89m 2008 £541m 
down 835 on 2008 all exceptional 
items related to the restructuring 
exercise undertaken by the group in 
q2 2009
during the year the group continued 
to focus on maximising cash at 
the end of 2009 net cash including 
term investments almost doubled 
to £485m 2008 £246m 
approximately £120m of the 
improvement was attributable to 
the unwinding of working capital 
associated with the reduction in 
contract runners however the net 
cash position also reflected strong 
cash management with days sales 
outstanding dso’s improving to 37 
days 2008 43 days
the group’s strong and improving 
cash position combined with a 
high degree of confidence in the 
fundamental robustness of the 
group’s business model informed 
the decision to maintain the total 
2009 dividend at 120p 2008 120p 
although uncovered by earnings the 
board took the view that this level 
of payment was prudent being very 
comfortably covered by the level of 
cash available to the group
notwithstanding the fact that the 
group’s finances strengthened during 
the year and the group is cash rich 
and debt free steps were also taken 
to ensure that the group retains 
maximum financial flexibility a 
new 30 month banking facility was 
negotiated in october 2009 providing 
£20m of committed funds at highly 
competitive rates   
restructuring
by q1 of 2009 it had become evident 
that compared to q4 2008 the market 
had taken a further step downwards 
as a result group headcount was 
out of line with market demand and 
the business was  running at an 
approximately breakeven level  it 
was clear that the group needed 
to urgently address its cost base 
and restructure the business in line 
with a substantially reduced market 
opportunity
as a consequence group headcount 
was reduced by approximately 25 
in addition the group closed four 
offices and consolidated a number of 
others resulting in it exiting a total of 
eleven leases t ogether these actions 
incurred a one off exceptional charge 
of £91m which paid back within the 
financial year most significantly 
the actions taken successfully 
recalibrated the group’s overheads 
resulting in a commensurate and rapid 
return to profitability  
strategy
“high margin high value”
although 2009 offered no shortage 
of short term challenges and tactical 
difficulties the group did not lose 
sight of its mediumlong term 
priorities a notable example of the 
latter is the group’s commitment to 
its “high margin high value” model 
notwithstanding the fact that the 
market inevitably became more price 
sensitive during 2009 the group 
successfully resisted any downward 
pricing pressure which would 
chief executive officer’s review 
year ended 29 november 2009   sthree plc 7
otherwise have impacted the quality 
of the business executed
as a result the group’s overall 
contract margin actually improved 
to 221 2008 215 a noteworthy 
result in the circumstances in 
absolute terms the average gross 
profit per day rate gpdr increased 
to £8469 2008 £7830 this 
represents an 81 year on year 
increase on an externally reported 
basis or a 14 improvement on a 
constant currency basis
a similar theme was seen in the 
group’s permanent business but with 
a still stronger value performance the 
average permanent fee recorded in 
2009 was £11930 2008 £10355 up 
152 on an unadjusted basis or 39 
on a constant currency basis 
geographical expansion 
the group continued its successful 
strategy of geographical expansion 
opening six international offices 
during the year in addition to a further 
office in frankfurt new offices were 
rolled out in düsseldorf hamburg 
stuttgart marseilles and singapore 
the strong german theme of 2009 
office openings reflected the relative 
robustness of demand in the german 
specialist staffing market during the 
year which showed 28 growth 
however it is equally indicative of 
the outstanding long term growth 
potential of what is currently a very 
underdeveloped market 
the group ended the year with a 
total of 46 offices in 11 countries in 
aggregate group gp generated from 
outside of the uk was £942m 2008 
£974m although down 32 this 
contrasts starkly with the 641 year 
on year growth achieved in 2008 
nonetheless the non uk businesses 
still performed substantially better 
than the uk in the absence of any 
structural growth to mitigate the 
wider economic situation uk gp 
of £769m was down 367 2008 
£1216m 
as a consequence of the significant 
difference in relative performance 
the overall uknon uk business mix 
underwent a marked change during 
2009 the ratio was 5545 in favour 
of non uk gp compared with 4555 
in 2008 it is likely that this shift 
will prove permanent as the group 
becomes ever more international 
however the fact remains that the uk 
has consistently showed itself to be 
capable of very robust growth in more 
typical market conditions  
we remain convinced that a 
substantial opportunity exists to move 
the proven sthree model into an ever
wider range of international markets
in early 2010 the group launched its 
second australian office in perth and 
opened additional offices in munich 
and düsseldorf in the second half 
of the year we expect to open in 
san francisco and delhi additional 
international offices are in the pipeline 
subject to final approval and it is 
likely that the total for the year will be 
similar to the six that came on stream 
during 2009 
sector diversification 
in parallel with its greater 
geographical diversity in recent 
years the group has made significant 
progress in developing a meaningful 
presence outside of its traditional 
information communication and 
t echnology ‘ict’ or ‘it‘ franchise  it 
is worth clarifying that this metric 
is measured by the skillsets of the 
candidates the group places rather 
than the nature of the business of the 
client company by the latter metric 
the group has only a 21 exposure to 
the it industry per se 
the major non it segments for the 
group are banking engineering 
finance and accountancy oil  gas 
and pharmaceuticals the group also 
has a smaller presence in hr and 
sales  marketing in aggregate these 
niches accounted for £485m of gp 
in 2009 2008 £505m although 
this was modestly down by 38 on 
the prior year the non it franchises 
represented 284 of total group gp 
compared to 231 in the previous 
year the generally more competitive 
it market performed less robustly 
with 2009 gp of £1226m 2008 
£1685m down 272
although it showed definite signs 
of improvement in the latter part of 
2009 the banking market remained 
by normal standards very subdued 
and when taking the year as a whole 
was weak given that historically the 
group’s largest non it sector has been 
banking the positive momentum seen 
more recently is an encouraging trend 
particularly given that the group now 
has a presence in most of the world’s 
major financial centres  
chief executive officer’s review 
year ended 29 november 2009    continued sthree plc 8
contractpermanent business 
mix
it is an accepted feature of the 
specialist staffing market that 
temporary hiring tends to be more 
robust in a downturn therefore 
it is unsurprising that a shift in 
this direction that started in 2008 
continued throughout 2009 during 
the year the group made a total 
of 6060 permanent placements 
2008 10236 a reduction of 408 
it is pleasing to reiterate that this 
significant decline in volume was not 
accompanied by a commensurate 
decline in quality but an improvement 
in the average placement fee 
achieved  
the number of contract runners at the 
end of 2009 was 4157 2008 5745 
representing a reduction of 276 
illustrating the relatively better health 
of the temporary sector as with the 
permanent market the average value 
of each contractor improved the net 
effect of the above was that contract 
gp represented 58 of the group’s 
total in 2009 compared with 52 
of gp for 2008 however as market 
conditions improve and the recent 
trends favouring contract normalise 
the group’s permanent gp will 
once again become an increasingly 
significant part of the mix  
headcount 
the group ended 2009 with a total of 
1597 staff 2008 2274 a reduction 
of 298 on the prior year clearly 
the large part of this reduction was 
attributable to the rightsizing exercise 
undertaken in q2 of 2009 which saw 
approximately 25 of the group’s staff 
exit the business
in 2008 normal natural attrition 
aided by the group’s remuneration 
strategy was enough to ensure that 
the size of sales teams flexed in line 
with changes in market conditions 
however as discussed above in the 
substantially worse market of early 
2009 it was agreed necessary to take 
a more proactive approach
following this exercise the group’s 
approach was to broadly maintain 
the postrightsizing staffing levels 
and little active hiringreplacement 
was undertaken until some signs 
of improvement in certain markets 
were detected later in the year as 
a consequence of the latter the q4 
headcount was up sequentially on 
q3 and the group is now selectively 
growing headcount where 
appropriate
it is worth noting that one of the key 
strengths of the group is significant 
flexibility in terms of headcount 
staffing levels can be reduced 
aggressively if needed but by the 
same token can be rebuilt almost 
equally quickly indeed the level of 
staff reduction seen in 2009 is not 
unprecedented being comparable 
in percentage terms to the 200203 
downturn as the market recovered 
the group was able to rebuild its 
teams and took full advantage of the 
upturn  
outlook
the experience of 2009 clearly 
demonstrates the risk inherent in 
attempting to predict market trends 
although we began the last year with 
“our eyes open and mindful of the 
risks and challenges” the market 
we actually faced was of an order of 
magnitude more difficult still 
t owards the end of the year there 
were signs that certain markets were 
improving and that others were at 
the least stable and so far this has 
continued into 2010 compared with 
what the group has been used to in 
recent times this was a welcome 
positive trend which was reflected 
in the group’s return to headcount 
growth whilst there are indications 
that confidence is gradually returning 
to the market and this above all else 
is what is needed for a full recovery 
to gain traction it remains true that in 
overall terms market conditions have 
yet to recover to anything close to 
normal
market conditions like those the 
group faced in 2009 have a creative 
dimension they force an in depth 
and uncompromising assessment of 
all aspects of the business as a result 
changes are made some of which are 
overdue and would be more difficult to 
envisage and execute in more benign 
times moreover many individuals 
who have not previously been tested 
to the same degree mature as a result 
of their experiences given that the 
group also has a broader geographical 
base and a more diverse range of 
sectors than ever before we look 
forward to 2010 with a pragmatic but 
positive mindset 
russell clements
chief executive officer
29 january 2010
chief executive officer’s review 
year ended 29 november 2009    continued