sthree plc   report  accounts 2008 executive directors
russell clements
gary elden
alex smith
sunil wickremeratne
nonexecutive 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  1 board of directors and secretary
 3  chairman’s statement
 5  financial highlights
 6  chief executive officer’s review
10 chief financial officer’s review
12 directors’ report
18 directors’ remuneration report
24 corporate governance report
30  corporate social responsibility report
35 audit opinion
37 consolidated income statement
38 balance sheets consolidated and company
39 consolidated statement of changes in equity
40 company statement of changes in equity
41 cash flow statement
42 notes to the financial statements
88 five year financial summary
inside back cover  shareholder information
sthree plc
contents sthree plc 1
board of directors and secretary
report  accounts 2008
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 
sir anthony cleaver age 70 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 the engineering and t echnology board and novia financial plc sir 
anthony was president of the chartered management institute
chief development officer  
gary elden age 41 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
chief executive officer 
russell clements age 44 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 operating officer 
sunil wickremeratne age 44 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 in 1998 sunil holds a degree in economics from university college london
chief financial officer 
alex smith age 43 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 the company formed through the merger of first choice holidays plc 
and the tourism businesses of tui ag 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 
sunil wickremeratne 
alex smith  
gary elden  sthree plc 2
nonexecutive director  
paul bowtell age 40 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 the company formed through the merger of first choice holidays 
plc and the tourism businesses of tui ag paul has extensive experience gained from senior finance roles in a variety of companies including 
first choice holidays plc 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
nonexecutive director   
alicja lesniak age 57 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 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
nonexecutive director  
nadhim zahawi age 41 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 of 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 age 58 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 age 41 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 2008 continued
paul bowtell
alicja lesniak
nadhim zahawi
steve hornbuckle  sthree plc 3
in our fourth annual report as a 
listed company i am very pleased 
to say that despite the economic 
uncertainty which continued into 
and throughout 2008 we were 
still able to build on the three prior 
years’ excellent progress and have 
refined and further strengthened our 
strategy business model and market 
position
throughout this period our business 
focus has been to continue to deliver 
strong profitable growth and this 
focus has again generated a highly  
creditable performance across our 
business particularly encouraging is 
that the group is now an even more 
diversified business both in terms of 
geographic and sector spread and we 
feel that this will not only optimise  
performance in the shortterm but 
also provide an excellent platform for 
future growth
during the year we grew revenue 
and gross profit by 208 and 198 
respectively profit before tax and 
before exceptional items grew by 
113 to £560m profit before tax 
after exceptional items grew by 74 
to £541m in line with the board’s 
and market expectations once again 
reflecting the quality within the 
group and our management teams 
at all levels our net cash balances 
at the year end stood at £246m 
2007 £35m despite having spent 
some £313m on our share buyback 
programme we also reduced our 
average days’ sales outstanding 
from 59 days in 2007 to 43 days in 
2008 we believe these measures 
demonstrate solid stewardship and 
place the group in an enviable position 
compared to many organisations as 
we face the current economic climate
as previously our clear and effective 
strategy remains to focus on 
pursuing organic growth through 
continued development of the group’s 
wellestablished uk 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 current 
sthree businesses have further scope 
for growth 
however as always we remain open
minded with regard to the launch 
of new ventures continuing to back 
homegrown entrepreneurial talent 
and utilise the established minority
stakes model where appropriate in 
order to expand beyond our existing 
bases in the uk the netherlands 
belgium france germany ireland 
usa hong kong australia and dubai 
and into other countries such as 
singapore as we move into 2009 the 
board has now implemented a regular 
programme to visit each of its offices 
in order to meet employees the first of 
which began with a visit to our brands 
in amsterdam in october 2008
without question 2009 will be 
an extremely challenging year 
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 directors recommend a final 
dividend of 80p per share for the 
year ended 30 november 2008 to 
be paid on 8 june 2009 to those on 
the register as at 1 may 2009 this 
follows the interim dividend of 40p 
per share declared earlier in the 
year and paid in december 2008 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 expanded our reporting 
on remuneration governance and 
corporate social responsibility issues 
wherever appropriate in line with best 
practice and will continue to expand 
these further as the business moves 
forward
the sthree business is built on an 
absolute determination to deliver 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 positive results at the year end 
the group employed a total of 2274 
people worldwide an increase of 117 
on the prior year and with a growing 
emphasis on nonuk employees i 
would like to thank all our employees 
in all locations for their contribution 
this year and especially those who 
have been with us during the twenty 
years since the business was first 
established
during the year we welcomed alex 
smith as the group’s chief financial 
officer alex has been instrumental 
in further strengthening the group’s 
balance sheet and cash position 
whilst shaping and realigning the 
vision of our finance and shared 
service functions
gary elden joined the board as chief 
development officer in july 2008 
gary joined the group in 1990 and was 
founding managing director of huxley 
chairman’s statement
report  accounts 2008 sthree plc 4
associates his experience has been 
invaluable as we further expand the 
group’s international operations and 
nonict disciplines
t o ensure the continuing 
independence of the board and 
also strengthen our audit and 
remuneration committees we 
appointed nadhim zahawi as a 
nonexecutive director in may 2008 
nadhim’s international experience 
within an entrepreneurial and 
customer focussed environment is 
already benefiting the board
all of these directors plus myself 
will retire and seek election at the 
forthcoming annual general meeting 
and i look forward to your support on 
their election
whilst our business will ultimately 
depend on the overall strength of 
the economy we believe our current 
position as well as prospects for 
further growth and success remain 
good and we therefore enter the new 
year with a realistic view of what lies 
ahead but with great confidence in the 
quality of our business
sir anthony cleaver 
chairman
30 january 2009
chairman’s statement continued
report  accounts 2008 sthree plc 5
financial highlights 
year ended 30 november 2008
“2008 was by any standards an extraordinary year in particular the second half 
of the year was influenced by the enormous upheavals in global financial markets 
and the inevitable uncertainty that such events bring to the recruitment market 
place
given these exceptional circumstances it is pleasing to be once again in a position 
to report on another year of growth and significant further progress towards 
the group’s strategic objectives sthree ends the 2008 financial year a more 
international and more diversified business than at any time in its twentytwo year 
history
we enter 2009 with our eyes open mindful of the risks and challenges ahead 
nonetheless we are confident that as a business we are particularly well suited to 
emerge from the current difficult period in excellent shape to take advantage of the 
inevitable market recovery whenever it may materialise”
£m    2008 2007 change
revenue   £6315m £5227m  208
gross profit fee income  £2189m £1827m  198
operating profit  £568m £523m  86
profit before taxation  £560m £503m  113
statutory profit before taxation  £541m £503m  74
basic earnings per share  299p 252p  187
proposed final dividend  80p 62p  290
t otal dividend  120p 93p  290
 current year operating profit profit before taxation and eps are shown before exceptional charges of £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 
•  
significant volume growth achieved whilst maintaining gross margins – gross profit increased by 198 to £2189m
•  
permanent placements increased by 70 to 10236 2007 9568 with average fees increased by 59
•  
number of active contractors at year end increased by 15 to 5745 2007 5662 with average gross profit per day 
rates increasing by 97
•  
contract versus permanent mix of gross profit now 5248 in favour of contract providing us with an excellent ‘’cash 
hedge’’ in challenging market conditions
•  
excellent further progress made with rollout of new sector disciplines accountancy banking  finance human 
resources engineering pharmaceuticals and energy resulting in nonict gross profit increasing by 552 to £505m 
2007 £325m representing 231 of total gross profit
•  
59 of gross profit now derived from outside of the uk ict market
•  
international business performed particularly strongly growing by 64 to £974m 2007 £593m representing 45 
of the group total 2007 32
•  
uk gross profit declined slightly by 1 to £1216m 2007 £1233m reflecting a weaker uk market and impact of 
financial markets crisis
•  
year end net cash of £246m 2007 £35m despite significant cash out flows on share buybacks an increased 
dividend and a growing contractor book reflecting our strong cash generation
•  
new offices opened in existing geographies aberdeen paris and amsterdam and new geographies dubai and 
sydney further new offices in singapore hamburg frankfurt dusseldorf and marseilles to be opened in h1 of 2009
•  
t otal headcount increased by 117 to 2274 2007 2035 at year end sales consultant headcount increased to 1684 
2007 1537 up 96 with net new staff hired only for new geographies andor new sectors
•  
£313m returned to shareholders via share buy backs during the year representing 136 of the issued share capital as 
at 30 november 2008 funded from cash flows from operating activities sthree plc 6
overview
2008 was by any standards an 
extraordinary year in particular the 
second half of the year was influenced 
by the enormous upheavals in global 
financial markets and the inevitable 
uncertainty that such events bring to 
the recruitment market place
given these exceptional 
circumstances it is pleasing to be 
once again in a position to report on 
another year of growth and significant 
further progress towards the group’s 
strategic objectives sthree ends 
the 2008 financial year a more 
international and more diversified 
business than at any time in its 
twentytwo year history
indeed the exceptional progress we 
made in our ongoing roll out of the 
sthree model into newer geographies 
and staffing segments was the 
highlight of the year under review 
the continued success of this well
established programme means that as 
of the year end the group generated 
59 of gross profit outside of the uk 
ict market our longest established 
franchise
given the robustness of our 
international business and our 
increasing success in growing our 
newer staffing segments we are 
confident that this trend is set to 
continue as time goes on the group’s 
exposure to the uk as a whole will 
inevitably decline as a percentage 
of the whole as we establish an ever 
more global platform that said 
we remain convinced that once an 
economic recovery is established 
even given its relatively mature 
nature the uk will once again 
represent both a substantial and 
growing marketplace for the group
given the events of the year 
geographic and segmental 
distinctions were even more 
important than usual in determining 
the scale of opportunities available 
to the group in line with this we 
were able to continue to invest 
substantially in the development of 
some teams whereas in other areas 
we were content to see consultant 
numbers decline in line with reduced 
demand
the overall impact was an increase 
in consultant headcount of 
approximately 186 – relatively 
modest growth by the standards of 
recent years 2007 c 423 the 
non uknon ict teams grew by a 
robust 42 on average whilst the uk 
ict headcount reduced over the year 
by 24 in the latter case we once 
again benefited from our unusually 
flexible workforce our lower fixed to 
variable remuneration and relatively 
young consultant demographic meant 
that right sizing was achieved almost 
exclusively through natural attrition
that said even in the worst affected 
parts of the market the group was 
able to keep its discipline in terms 
of the quality of the business it 
transacted and typically either 
preserved or improved margins the 
result of this was that across almost 
all markets and geographies we saw 
an overall improvement in average 
permanent recruitment fees and 
average contract gross profit per 
day rates as a consequence we are 
pleased to be able to report that both 
of these metrics reached record levels 
once again
we see our strength in both 
permanent and contract recruitment 
as a significant competitive 
advantage since the relative 
resilience of contract demand helps 
to mitigate the natural decline in 
permanent hires in more challenging 
markets given the current tough 
market conditions in the uk in 
particular we take confidence from 
the fact that the majority of our 
business in this geography is derived 
from the contract marketplace
during 2008 the group placed a great 
deal of emphasis on the importance 
of cash management it is pleasing 
to note that the group’s performance 
in this area was exemplary our 
days sales outstanding dso figure 
reduced to a record 43 days 2007 59 
with a meaningful improvement in the 
quality of the aged debtors alongside 
strong profitable trading this helped 
the group fund over £31m of share 
buybacks a substantially increased 
dividend and a growing contractor 
book despite these significant cash 
out flows the group ended 2008 with 
net cash of £246m 2007 £35m
the group’s very strong year end 
financial position and excellent cash 
generation characteristics give us 
great confidence for the future even in 
the event of further declines in market 
sentiment we believe we will be able 
to continue to manage the business 
for the longer term and afford to make 
investments for the future without 
compromising our need to manage 
the group prudently in line with the 
prevailing market conditions
group gross profit for the year 
improved by 198 to £2189m 
2007 £1827m with profit before 
tax and before exceptional items 
improving by 113 to £560m 2007 
£503m and profit before tax after 
exceptional items improving by 74 
to £541m 2007 £503m given the 
exceptionally challenging business 
environment we are pleased with this 
result which we believe validates both 
the group’s strategy and the quality of 
our staff and management
chief executive officer’s review 
year ended 30 november 2008   sthree plc 7
strategy
notwithstanding the very different 
market conditions experienced 
during 2008 the group’s strategy 
remained fundamentally unchanged 
we continued to roll out the sthree 
model internationally into markets 
with strong structural growth 
characteristics in parallel we looked 
to increase our exposure to a growing 
number of specialist staffing markets 
characterised by attractive supply and 
demand dynamics
we remained highly selective in terms 
of the type of business we pursued 
this meant once again rejecting the 
“high volume low margin” model 
instead favouring higher value 
transactions our nichewithin
niche approach underpins our strong 
margins and is a key element of this 
strategy as is our ongoing push to go 
further up the value chain by securing 
a greater percentage of senior level 
placements we also retained our 
preference for a broad client base to 
avoid being overly exposed to a limited 
number of influential clients our 
significant sme franchise helps us to 
mitigate this risk
our internal hiring strategy continued 
to be based on “grow our own” with 
an emphasis on taking on relatively 
young individuals early in their 
professional careers we then provide 
extensive training to transform 
raw potential into productive 
consultants and ultimately our future 
management and directors for 
the most able and entrepreneurial 
of these the possibility of equity 
participation through our minority 
interest mi programme remains an 
important incentive
our multibrand approach remains 
a key element of our model and 
the brand’s separate identities and 
specialist areas of expertise are an 
important market segmentation 
strategy however we increasingly 
look to maximise synergies and 
during the year saw a pleasing level 
of crosspollination within the group 
particularly in terms of talented 
individuals moving interbrand to 
pursue new opportunities
geographical expansion
at the end of 2008 the group operated 
a total of fiftyseven offices in ten 
countries during the year we added 
four new offices outside of the uk 
and one in the uk in aberdeen t wo 
of these international offices were in 
established countries huxley paris 
and madison black amsterdam with 
two others in entirely new locations 
for the group pathway dubai and 
progressive sydney the latter are 
both seen as platforms for further 
geographical expansion within their 
respective regions in h1 of 2009 we 
plan to open additional international 
offices in singapore hamburg 
frankfurt dusseldorf and marseilles
whilst it is exciting to note the 
increasingly global nature of the 
group it is worth commenting that 
much of the very strong non uk result 
was attributable to the performance 
of our longer established and far 
larger territories in mainland europe 
particularly germany and benelux
overall non uk gross profit growth 
accelerated slightly during the year 
improving by 641 to £974m 2007 
62 to £593m given that 2007 was 
a tough act to follow being itself an 
extremely strong year we believe this 
represents an excellent performance 
it is worth considering the fact that 
growth on this scale was achievable 
despite the eurozone not providing 
a strong economic tailwind during 
the year we believe this is testimony 
to the powerful structural growth 
dynamics that prevail in the specialist 
staffing markets of territories such as 
germany and france
by contrast the uk staffing market 
is far more mature this fact was 
compounded by the weakness in 
the uk economy and the impact 
on the already weak banking and 
finance market of the intensification 
of the banking crisis in the second 
half in these circumstances a gross 
profit of £1216m representing only 
a 14 decline against the previous 
year 2007 £1233m was an entirely 
acceptable result as we would 
expect the uk showed greater 
weakness within the permanent 
market than in contract with the latter 
market holding up reasonably well in 
the circumstances
sector expansion
the major investment that we made 
during 2007 to accelerate our growth 
into newer staffing segments was 
continued in 2008 the results were 
extremely encouraging in particular 
we saw a step up in the rollout of non 
ict segments into non uk territories 
we believe the combination of the 
two is a powerful one with to cite just 
one example the german engineering 
market having massive long term 
potential the result was a striking 
step forward in the growth of non ict 
chief executive officer’s review 
year ended 30 november 2008    continued sthree plc 8
gross profit during 2008 to a total of 
£505m representing a year on year 
improvement of 552 compared 
to the 333 increase posted the 
previous year
the performance of the non ict 
segment is all the more impressive 
when we consider that historically 
our largest non ict franchise has 
been the uk investment banking 
market which was down around 50 
in 2008 t aking up a good part of this 
shortfall was the investment banking 
market overseas which was perhaps 
surprisingly robust during the year in 
addition we saw strong performances 
from teams in areas such as public 
sector oil  gas pharmaceuticals and 
engineering
notwithstanding the successes 
referred to above the group’s non 
ict franchise is still a relatively young 
and underdeveloped element of the 
group’s activities and one which we 
believe has great future potential
staffing levels
growth in sales headcount is an 
integral part of the group’s strategy 
we look to staff our sales teams to 
the maximum level that the prevailing 
market opportunity and management 
bandwidth will sustain consistent 
with this in recent years sales 
headcount growth has been very 
significant
unsurprisingly 2008 saw a far more 
conservative growth with overall 
group headcount increasing by a total 
of 239 to 2274 as at 30 november 
2008 2007 2035 however this 
toplevel view disguises the fact that 
in those markets where demand 
remained robust we were still able 
to grow teams quite aggressively as 
such teams that address non uk and
or non ict areas grew by 42 during 
2008
conversely markets which saw major 
reduction in demand contracted 
sharply for example our uk ict teams 
ended the year 238 down and the 
uk banking segment rightsized by c 
45 in line with the further decline 
in that market our remuneration 
strategy is unashamedly “darwinian” 
and a survival of the fittest ethos 
applies we believe this inherent 
flexibility is a great strength of the 
business allowing us to react in “real 
time” to changes in the market 
conversely because we hire staff at a 
junior level and train them ourselves 
we can rebuild teams in anticipation 
of an upturn almost equally quickly
contractpermanent business 
mix
during the year the group recorded 
increases in both volume and 
value across both the contract and 
permanent sides of the business 
in 2008 we made a total of 10236 
permanent placements an increase 
of 70 on 2007 2007 9568 our 
year end total of contract runners was 
5745 compared to 5662 at the end 
of 2007 representing an increase of 
15
consistent with our strategy of 
focusing on good quality high margin 
business we were still able to post 
meaningful increases in value during 
the year our average permanent 
placement fee grew 59 to £10355 
2007 £9780 similarly the group’s 
contractors produced an average daily 
gross profit of £7830 2007 £7142 
representing a 97 increase
although advantageous fx 
movements explain some of these 
improvements even if we strip this 
effect out the underlying growth rates 
remain strong indeed it is interesting 
to note that even in the very tough uk 
market both the average permanent 
fee and the average contractor gross 
profit showed growth the former 
is all the more noteworthy when 
we consider that the percentage 
of bankingrelated fees in the mix 
typically significantly higher fees 
than average was substantially down 
yearonyear
the impact of a weaker uk permanent 
market and a strong performance 
from non uk contract business 
combined to impact the overall 
business mix in favour of contract at 
the end of 2008 the group was biased 
52 48 in favour of contract for 
the year ended 30 november 2008 
a change from the 51 49 ratio in 
favour of permanent that we saw at 
the end of 2007
brand analysis
in 2007 as in previous years we 
reported the four largest brands as 
being computer futures huxley 
progressive and pathway however 
real resourcing a brand not 
previously mentioned specifically 
had an outstanding 2008 as a result 
of its 481 increase in gross profit 
to £154m 2007 £104m it overtook 
pathway to become the 4th largest of 
the sthree brands
real resourcing’s achievement was 
all the more impressive considering 
that it currently has relatively limited 
exposure to our more buoyant 
overseas markets through its very 
recently established international 
office in amsterdam and its planned 
frankfurt office it does however have 
a strong uk public sector franchise 
and this certainly contributed to 
its exceptional performance for 
its part pathway posted growth of 
chief executive officer’s review 
year ended 30 november 2008    continued sthree plc 9
155 to £134m 2007 £116m with 
a significant contribution from its 
dubai operation helping to offset the 
relative weakness of its domestic ict 
business
computer futures which rebranded 
as fs group during the year was 
once again our largest brand with 
gross profit of £631m 2007 £539m 
representing a 171 increase on the 
previous year we see this as a very 
credible performance from our longest 
established business which benefited 
from the maturity of its international 
presence and improved returns 
from its newer non ict franchises 
in accountancy and hr during h1 
of 2009 this brand will add further 
offices in hamburg and marseilles
huxley although close behind stayed 
in second position with growth of 
191 resulting in gross profit of 
£604m 2007 £507m huxley’s 
performance was achieved despite the 
fact that it has the group’s greatest 
overall exposure to the investment 
banking market the impact of this 
was offset by its fast growing non 
uk business during the year huxley 
added to its network of international 
offices by opening a new operation in 
paris
progressive our third largest brand 
had an excellent year gross profit 
increased during 2008 by 372 to 
£435m 2007 £317m in common 
with huxley and computer futures 
fs group this was driven through 
an expanding international presence 
which will be further enhanced in 
2009 through office openings in 
singapore dusseldorf and dubai 
in progressive’s case it was also 
enhanced by the success of its oil  
gas franchise which led to the planned 
establishment of an aberdeen office 
to open in q1 of 2009 progressive 
opened in sydney during the year and 
will launch in singapore in q1 2009
overall the performance of the five 
largest brands resulted in an increase 
in their internal “market share” 
relative to the smaller group brands 
in aggregate they were responsible 
for 894 of the group’s gross profit 
compared to 866 in the previous 
year
outlook
we enter 2009 off the back of a 
very creditable 2008 performance 
achieved in exceptional 
circumstances the year was more 
challenging than we anticipated but 
the group still posted significant 
growth and we were able to continue 
to build the strategic platform for our 
future success
looking forward to 2009 we are not 
anticipating a meaningful change in 
market sentiment from that we saw 
in the latter part of 2008 as such we 
expect 2009 trading conditions to be 
more difficult overall than in 2008 and 
there is little doubt that the year in 
prospect will be the toughest we have 
experienced in some years
however we have a twenty twoyear 
track record of profitable trading and 
cash generation throughout the cycle 
and  a seasoned management team 
that has been through major market 
downturns in the past as a business 
we have been thoroughly stress 
tested on a number of occasions and 
have never been found wanting the 
group also benefits from a flexible 
workforce and an agile business 
model we start the year with a strong 
cash position and no debt
our substantial exposure to the 
contract market is a significant 
mitigating factor and a valuable ‘cash 
hedge’ in difficult market conditions 
each contractor ties up working 
capital therefore as contractor 
numbers reduce so working capital is 
released improving the group’s cash 
position that said we will continue 
to run the business with an emphasis 
on operational efficiency and prudent 
cost control we will not however 
cease to make sensible investments 
where appropriate or turn our back on 
opportunities where they arise
in summary we enter 2009 with our 
eyes open mindful of the risks and 
challenges ahead nonetheless we 
are confident that as a business we 
are particularly well suited to emerge 
from the current difficult period in 
excellent shape to take advantage 
of the inevitable market recovery 
whenever it may materialise
russell clements
chief executive officer
30 january 2009
chief executive officer’s review 
year ended 30 november 2008    continued sthree plc 10
revenue for the year grew by 208 
to £6315m 2007 £5227m gross 
profit “net fee income” for the year 
increased by 199 to £2189m 2007 
£1827m representing an overall 
gross profit margin of 347 2007 
349 the gross profit margin was 
held broadly flat despite the shift 
of business mix from permanent 
revenue which is at 100 gross 
margin the permanent revenue 
ratio reduced to 168 from 179 of 
total revenue but this was offset by 
contract gross profit margins which 
grew to 215 2007 208
administration expenses before 
exceptional items increased by 243 
to £1621m 2007 £1304m primarily 
driven by increasing numbers of 
staff the costs of new office openings 
and the first full year effect of the 
depreciation of the 2007 sap and crm 
investments as a result the group’s 
preexceptional conversion ratio pre
exceptional operating profit divided 
by gross profit stood at 259 2007 
286 nevertheless preexceptional 
operating profit grew by 86 to 
£568m 2007 £523m
group headcount was 2274 at 30 
november 2008 up 117 on the 
opening headcount at 2 december 
2007 of 2035 average total 
headcount for the year was 2157 
2007 1786 sales headcount year 
on year comparatives are not strictly 
like for like as the group took steps 
in 2007 to more accurately define 
its sales cohort resulting in some 
reclassification
the net finance charge of £08m 
2007 £20m reduced as a result of 
strong cash generation during the 
year
profit before tax and exceptional 
items amounted to £560m 2007 
£503m an increase of 113 whilst 
profit before tax after exceptional 
items grew by 74 to £541m 2007 
£503m
t axation on profits before exceptional 
items was £168m 2007 £165m 
representing an effective tax rate of 
30 2007 328 the reduction 
in the effective tax rate was driven 
by the reduction in uk corporate tax 
rates from 30 to 28 from april 
2008 and the utilisation of unrelieved 
overseas tax losses where entities 
have now become profitable 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 a level of around 30 going 
forward the group’s effective cash 
tax rate was 264 2007 167 
reflecting the reducing schedule 23 
tax benefit
basic earnings per share before 
exceptional items were 299p 2007 
252p up 187 this is driven by a 
growth in profit before taxation before 
exceptional items of 113 a reduction 
of the effective tax rate to 30 2007 
328 an increase in the minority 
charge to £20m 2007 £12m and 
a reduction of the weighted average 
number of shares to 1247m 2007 
1298m fully diluted earnings per 
share before exceptional items were 
292p 2007 241p up 21 basic 
earnings per share after exceptional 
items were 288p 2007 252p up 
14 fully diluted earnings per share 
after exceptional items were 281p 
2007 241p up 17
the board previously declared an 
interim dividend of 40p per share 
2007 31p the board proposes 
to pay a final dividend of 80p per 
share 2007 62p bringing the total 
dividend for the year to 120p per 
share 2007 93p an increase of 
290 the final dividend will be paid 
on 8 june 2009 to those shareholders 
on the register at 1 may 2009
balance sheet
the group had net assets of £906m 
at 30 november 2008 2007 £934m 
net cash amounted to £246m 
2007 £35m the improvement 
reflecting the net impact of increased 
profitability of the group and the 
improved management of working 
capital
financial review
2008 2007
revenue gross profit revenue gross profit
contract £5255m £1131m £4291m £892m 
permanent £1060m £1058m £936m £935m
total £6315m £2189m £5227m £1827m
chief financial officer’s review 
year ended 30 november 2008  sthree plc 11
t angible fixed asset capital 
expenditure t angible fixed asset 
capital expenditure amounted to 
£23m 2007 £52m relating to a 
significantly reduced 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 also reduced significantly to 
£39m 2007 £89m t otal capital 
expenditure more in line with these 
lower levels is expected to continue 
into 2009
net trade debtors reduced by 70 to 
£1019m 2007 £1096m representing 
dsos of 43 days 2007 59 days t otal 
trade and other payables increased 
from £732m to £812m as the group 
sought to manage its supply chain 
more effectively
cash flow
at the start of the year the group had 
net cash of £35m during the year the 
group generated cash from operating 
activities of £870m 2007 £293m 
the group achieved a significant 
reduction in working capital of £235m 
through improved debtor and creditor 
management 2007 increased 
working capital requirement of 
£272m income taxes paid increased 
to £114m 2007 £21m as the benefits 
of the schedule 23 relief reduced as 
expected and overseas businesses in 
higher tax jurisdictions became more 
profitable
during the year the group bought 
back 166m shares for £313m 
representing 136 of the issued share 
capital as at 30 november 2008 this 
was funded from cash flows from 
operating activities
at 30 november 2008 the group had 
net cash of £246m
the group has a committed invoice 
discounting facility of £20m with 
further funding flexibility up to £50m 
through to 25 february 2010 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
during 2007 some derivative 
transactions were undertaken 
to mitigate these exposures and 
the results for 2008 include an 
exceptional charge of £20m arising 
from having closed out the positions 
before maturity note 25 to the 
financial statements provides more 
information on financial instruments 
and financial risk factors
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 consistent with its 
major listed competitors 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 
international business accounting 
for 45 of gross profit in 2008 2007 
32 the group will continue to 
monitor its policies in this area
alex smith
chief financial officer
30 january 2009
chief financial officer’s review 
year ended 30 november 2008    continued sthree plc 12
directors’ report 
year ended 30 november 2008
the directors present their annual 
report on the activities of the group 
together with the financial statements 
and auditors’ report for the year ended 
30 november 2008
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
the group has contractual 
arrangements with numerous third 
parties in support of its business 
activities the disclosure in this 
annual report of information 
about any of those third parties is 
not considered necessary for an 
understanding of the development 
performance or position of the group’s 
business
sthree plc is the parent company 
of a group of specialist permanent 
and contract staffing businesses 
currently comprising 8 operating 
brands the five largest being 
computer futures fs group 
huxley associates progressive real 
resourcing and pathway 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 
currently has 33 uk offices and 24 
nonuk offices in 10 countries and 
a diverse client base of over 7000 
clients offices are predominantly in 
europe the netherlands belgium 
france germany and ireland 
although outside europe the group 
has offices in new york sydney 
australia hong kong and dubai and 
plans to open an office in singapore in 
early 2009
from our wellestablished position in 
the information  communications 
technology ‘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 1 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 listed in the notes to 
the financial statements
principal risks facing the business 
include the following and are 
explained in more detail within 
the chairman’s statement chief 
executive officer’s and chief financial 
officer’s reviews where relevant
macro economic environment – the 
performance of the group has a 
relationship and dependence with the 
underlying growth of the economies 
of the countries in which we operate 
the group’s strategy is to continue 
to grow the size of our international 
business in both financial terms 
and in geographic coverage in order 
to reduce exposure or dependence 
on any one specific economy for 
example a downturn in the uk ict 
market could in particular adversely 
impact the group’s business
competitive environment – in the 
united kingdom ireland and australia 
the markets for the provision of 
permanent and contract recruitment 
are highly competitive and 
fragmented in these more developed 
markets competitor risk manifests 
itself in increased competition for 
clients and candidates and in pricing 
pressures although the group has 
experienced some margin pressures 
during the year these were not 
significant
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  sthree plc 13
directors’ report continued 
year ended 30 november 2008
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 
both by 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 relationships – the group 
benefits from close commercial 
relationships with key clients 
particularly in the smes market 
although it is not dependent on 
any single key client however 
like most companies the group is 
always subject to the risk that large 
customers might be unable to fulfil 
obligations which could impact 
results
contractual risk – clients increasingly 
require more complex levels of 
compliance in their contractual 
arrangements the group takes 
its responsibilities seriously and 
contracts are closely controlled via 
the group’s centralised legal and 
business administration functions 
although the placing of contract 
workers potentially represents a 
greater inherent risk than permanent 
placements wherever possible 
contracts include clauses placing 
the responsibility for supervision 
and control of each worker with the 
client exclude any consequential loss 
and limit the group’s total liability 
under the contract the group has 
clear guidance in place on approval 
of contractual terms and monitors 
the application thereof especially 
any requests to make exceptions 
to standard liability and insurance 
protection
people – the group is reliant on the 
ability to recruit train and develop 
people to meet its growth strategy 
and is focused on ensuring it has 
competitive pay structures which are 
linked to performance a succession 
planning process and a process to 
develop talent in order to expand in 
addition brand managers are focused 
on allocating resources in respect of 
the best group opportunities available
financial – 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 consistent with 
major listed competitors 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 international 
accounting for 45 of gross profit 
in 2008 the group will continue to 
monitor its policies in this area see 
note 25 to the financial statements in 
relation to financial instruments and 
financial risk factors
t echnology systems – the group is 
reliant on a number of technology 
systems in providing its services to 
clients these systems are housed 
in various locations and the business 
continues to review and enhance 
its ability to cope with a significant 
data or other loss via its business 
continuity plan arrangements the 
business is also reliant upon important 
suppliers that provide critical it 
infrastructure although it monitors 
the performance and robustness of 
such suppliers to ensure business 
critical processes are safeguarded as 
far as is practicably possible
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
regulatory environment – in 
common with many other sectors 
the specialist recruitment industry 
is governed by increasing levels 
of compliance which varies from 
country to country and market to 
market in addition clients require 
more complex levels of compliance 
in their contractual arrangements 
the group takes its responsibilities 
seriously 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 revised and 
harmonised in certain geographies 
this creates both 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 can 
impact the group however 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
post balance sheet events
there have been no significant events 
since the balance sheet date sthree plc 14
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 chairman
•  
russell clements chief executive 
officer
•  
gary elden chief development 
officer appointed 1 july 2008
•  
alex smith chief financial officer 
appointed 7 may 2008
•  
sunil wickremeratne chief 
operating officer
•  
paul bowtell independent non
executive director
•  
alicja lesniak independent 
nonexecutive director
•  
t ony ward senior independent 
nonexecutive director
•  
nadhim zahawi independent non
executive director appointed 1 may 
2008
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 except where otherwise 
shown michael nelson resigned on 20 
december 2007 whilst brian mcbride 
and david tilston retired at the annual 
general meeting on 24 april 2008
in accordance with the articles of 
association sir anthony cleaver will 
retire at the annual general meeting 
and being eligible offers himself 
for reelection for a further year 
sir anthony will have been sthree 
chairman for some nine years as at 
july 2009 and the board believe that 
this proposal should be supported for 
the following reasons
•  
the appointment will be for a 
further year only during which 
the board will effect a smooth 
handover to a new chairman
•  
sir anthony is well regarded by 
investors generally and the board 
believe that he is performing well 
sound in his judgements and 
remains independent
•  
the board and its advisors see 
value in continuity particularly 
in the current uncertain phase 
of the economy although the 
executive directors are far from 
inexperienced in managing the 
company through an economic 
downturn sir anthony has many 
more years’ valuable experience in 
steering companies through such 
difficult periods
alex smith gary elden and nadhim 
zahawi who were all appointed during 
the year hereby retire and being 
eligible offer themselves for election 
further information is contained in the 
notice of meeting
other than employment contracts 
and loans to gary elden in order to 
participate under the group’s minority 
interest arrangements 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 are disclosed in the directors’ 
remuneration report
supplier payment policy and 
essential contractors
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 cannot 
disclose an average creditors’ payment 
period t rade creditors of the group at 
30 november 2008 were equivalent 
to 24 days’ purchases 2007 19 days 
although the group has contractual 
relationships with a number of 
contractors none are considered 
essential to our business
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 model
the group continues to regard 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 of 
participation to those previously 
approved at the agms in 2007 and 
2008 subject to shareholder approval 
at the agm in april 2009
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 computer futures who were then 
given the opportunity to manage and 
develop that new brand t ypically 
those managers of the new sthree 
directors’ report continued 
year ended 30 november 2008 sthree plc 15
brand will be able to invest at the 
company’s discretion in the new 
entity and share in its success as well 
as the risk of failure
only the group’s key entrepreneurial 
employees may be invited to invest 
in the creation of any new minority 
shareholding business 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 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
although there are a number of 
different companies in which key 
employees will be invited to invest 
each invitation will be on generally 
similar terms to that used previously 
and it is therefore appropriate to put 
only one resolution to shareholders 
each year
the proposed resolution together with 
the standard terms upon which the 
minority stakes are normally based are 
outlined within the notice of meeting
authority to purchase 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 the company purchased 
some 166m ordinary shares under 
this and prior similar authorities 
and 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
the companies audit investigations 
and community enterprise act 
2004 which came into force in 
2005 changes the provisions of the 
companies act and gives 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 
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
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 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
directors’ report continued
year ended 30 november 2008 sthree plc 16
directors’ report continued 
year ended 30 november 2008
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 6291253 512
simon peter arber 4168758 303
william frederick bottriell 9030518 654
russell clements 4738151 343
fidelity 7344118 561
hbos plc 6983314 521
jp morgan asset management uk limited 7021061 507
legal  general group plc 5241484 400
martin currie investment management limited 4314627 312
standard life investments limited 7244043 595
sunil wickremeratne 10670975 812
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 £81000 2007 £30962 
the group made no donations for 
political purposes either in the uk or 
overseas during the year
corporate governance
there is a separate corporate 
governance report
annual general meeting
the annual general meeting of the 
company will be held on 24 april 2009 
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 sections 89 of the 
companies audit investigations and 
community enterprise act 2004 
which introduced key changes to the 
companies act 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 
will be put to the forthcoming annual 
general meeting proposing their 
reappointment as auditors for the 
ensuing year sthree plc 17
directors’ report continued
year ended 30 november 2008
statement of directors’ 
responsibilities in respect 
of the annual report the 
directors’ remuneration report 
and the financial statements
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 under that law the 
directors have prepared 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 certain ifrss issued 
by the international accounting 
standards board iasb – see note 1 to 
the financial statements the financial 
statements are required by law to 
give a true and fair view of the state of 
affairs of the company and the group 
and of the profit or loss of the group for 
that period
in preparing those financial 
statements the directors are required 
to
•  
select suitable accounting policies 
and then apply them consistently
•  
make judgements and estimates 
that are reasonable and prudent
•  
state that the financial statements 
comply with ifrss as adopted 
by the european union and ifrss 
issued by iasb and
•  
prepare the financial statements on 
the going concern basis unless it 
is inappropriate to presume that the 
group will continue in business
the directors confirm that they have 
complied with the above requirements 
in preparing the financial statements
the directors are responsible for 
keeping proper accounting records 
that disclose with reasonable accuracy 
at any time the financial position 
of the company and the group and 
to enable them to ensure that the 
financial statements and the directors’ 
remuneration report comply with the 
companies act 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 financial statements are published 
on the company’s website www
sthreecom and the directors are 
responsible for the maintenance 
and integrity of all statutory and 
audited information on that website 
and legislation in the united 
kingdom governing the preparation 
and dissemination of the 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
•  
this directors’ report taken 
together with the chairman’s 
statement the chief executive 
officer’s and chief financial 
officer’s reviews 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
30 january 2009
registered office
4144 great windmill street london 
w1d 7nb sthree plc 18
directors’ remuneration report
year ended 30 november 2008
introduction
this report has been prepared in 
accordance with the companies 
act as amended by the directors’ 
remuneration regulations 2002 the 
‘regulations’ 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 that part of 
the report has been properly prepared 
in accordance with the companies 
act as amended by the regulations 
the report has therefore been divided 
into separate sections for audited and 
unaudited information
as required by the regulations a 
resolution to approve the report will 
be proposed at the forthcoming 
annual general meeting
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 its current 
members 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 llp ‘deloitte’ in relation to 
remuneration matters and on share 
incentive arrangements 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 to 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 
other 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 
below
in setting 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 relevant 
competitive market with a higher 
than average proportion of their 
remuneration being performance 
related the directors may earn 
annual bonus payments as a 
percentage of their basic salary 
as defined and agreed by the 
committee this policy was examined 
by deloitte during the benchmarking 
exercise undertaken in 2007 and will 
continue to be reviewed 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 the receipt of 
shares under the new long t erm 
incentive plan will be primarily 
dependent on enhanced relative 
returns to shareholders over a three
year period
executive directors are required 
to obtain the board’s prior written 
consent to accept external 
appointments currently they hold no 
such positions
executive directors’ 
remuneration bonus and  
pension arrangements
the basic annual salaries of the 
executive directors for the year
ended 30 november 2008 together 
with proposed increases from 
1 december 2008 are set out below 
salaries are normally reviewed 
annually and during 2007 the 
committee undertook a detailed 
benchmarking of total compensation 
with the support of deloitte as 
reported last year the committee 
concluded from the market data 
that current base salary levels for 
both russell clements and sunil 
wickremeratne were significantly 
below comparable market levels 
therefore in accordance with the 
policy stated above the committee 
decided in 2007 that their salaries 
should be adjusted to a level between 
the lower quartile and the median 
of the data over a period of two to 
three years which is reflected below 
in addition salary increases were 
approved for both gary elden and alex 
smith following a general review 
against market levels all directors 
will be subject to a full benchmarking 
of total compensation in 2009 sthree plc 19
directors’ remuneration report
year ended 30 november 2008    continued
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 the maximum bonus 
opportunity is currently 100 of 
salary where agreed targets based 
on profit before tax are achieved 
50 of salary is paid for achievement 
above these targets bonus is paid on 
a prorata basis with maximum bonus 
payable for achieving substantially 
above target currently 110 no 
bonus is paid for achievement below 
a certain threshold currently 90 
of target with prorata payment for 
achievement between 90 and 110 
of target during the year an average 
bonus equal to 75 of salary was 
accrued for all executive directors
the committee has discretion 
to consider performance on 
environmental social and governance 
esg issues when setting the 
remuneration of executives to ensure 
that the incentive structure for senior 
management does not inadvertently 
encourage behaviour which is not 
aligned to agreed objectives
executive directors also receive 
an employers’ 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
long term incentive plan
in november 2006 shareholders 
approved a sharebased long t erm 
incentive plan ‘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
the main features of the l tip are 
currently as follows
• 
awards of shares can be made 
each year to executive directors 
and other senior executives
• 
awards can take the form of 
forfeitable shares or share options 
nilcost or market value
•
  the maximum face value of the 
first awards made to executive 
directors was 120 of salary for 
ongoing awards there is an annual 
maximum face value of 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
•
  performance conditions have 
been attached to all awards made 
based on relative total shareholder 
return ‘tsr’ in addition to budget 
or personal targets although 
for awards below executive 
committee level the tsr condition 
is only applied in respect of half 
the award in respect of the tsr 
condition all the shares will vest 
only where sthree’s tsr is at 
or above the upper quartile of a 
selection of uklisted peer group 
companies no shares will vest 
if sthree’s tsr performance is 
below median and 30 of the 
shares will vest at median rising 
on a straight line basis to full 
vesting for tsr at or above the 
upper quartile the committee will 
also ensure that the underlying 
financial performance of the 
company ie eps growth is taken 
into account when determining to 
what extent awards vest
•
  in 2008 the committee 
commissioned a detailed review 
of the performance criteria by 
deloitte in order to consider 
whether to change or introduce 
additional concurrent performance 
targets but concluded that tsr 
remained the most appropriate 
performance condition at this 
time given the clear link between 
the reward provided to executive 
directors and the investment 
return enjoyed by shareholders
•
  the peer group is reviewed 
annually and currently consists 
of the following 18 companies 
all being from the ftse support 
services or recruitment sectors 
which are considered the most 
relevant to the group bpp  
  2008 2009 percentage 
name  salary proposed salary change
russell clements  £288500 £317000 99
gary elden  £230000 £241500 50
alex smith  £220000 £235400 70
sunil wickremeratne  £242500 £266500 99 sthree plc 20
harvey nash group hays hyder 
consulting interserve kellan 
group michael page international 
mitie mouchel parkman opd 
group ricardo robert walters 
rps scott wilson serco spring 
group white young and ws 
atkins
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 the 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 currently participate 
the group keeps under regular 
review whether other share option or 
similar plans may be appropriate and 
subject to shareholder approval at 
the forthcoming agm the committee 
proposes to introduce a savings
related share option scheme ‘saye 
scheme’ and a savings  investment 
plan ‘sip’ to further benefit the 
group’s employees since those 
employees who joined the group 
after 2004 cannot benefit from the 
tax approved status of the existing 
share schemes further details and 
appropriate resolutions are contained 
in the agm notice
in respect of those share plans and 
related t rusts introduced prior to 
flotation specifically 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 the 
‘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 above 001p per 
share the executive directors do not 
currently participate in any of these 
arrangements
in terms of dilution the committee’s 
current intention is that awards 
under the l tip  ebt s and other share 
plans are to be satisfied by shares 
currently held through the ebt s 
if newly issued 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 but which were revised on 
3 december 2007 in the light of 
employment law changes both russell 
clements and sunil wickremeratne 
1 july 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 and 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 2007 the committee 
undertook a benchmarking review of 
fees payable to the chairman and non 
executive directors with the support 
of deloitte and the resulting proposals 
were agreed with the board a further 
similar benchmarking exercise is 
planned for 2009
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 
increased from £70000 in december 
2007
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 previously 
£5000 pa 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 during the year a 
payment of £2500 was made to 
directors’ remuneration report
year ended 30 november 2008    continued sthree plc 21
directors’ remuneration report
year ended 30 november 2008    continued
total shareholder return ‘tsr’
the graph below illustrates the t otal shareholder return ‘tsr’ of the company since flotation on 16 november 2005 for 
the group and the ftse all share support services index which is considered the most appropriate comparator index as 
the company is a constituent of this index and its constituents are also used for comparing pay and benefit levels
source datastream
60
20
100
140
180
220
260
300
ftse all share support services sthree
ftse support services
30nov 07 28nov 08 24oct 06 16nov 05
t otal shareholder returns rebased to 100
alicja lesniak who chaired the audit 
committee during 2007 prior to the 
appointment of paul bowtell
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 re
election at annual general meetings 
they would be expected to serve for 
a second threeyear term non
executive 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 
nonexecutive 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 sthree plc 22
directors’ remuneration report
year ended 30 november 2008    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 30 november 2008
       2008 2007
   pension   loss of 
name of director salary  fees contributions benefits bonuses office total total
 £’000 £’000 £’000 £’000 £’000 £’000 £’000
executive directors
russell clements 2885 289 105 2164 – 5443 411
gary elden appointed 010708 958 96 44 719 – 1817 na
alex smith appointed 070508 1250 125 60 938 – 2373 na
sunil wickremeratne 2425 242 105 1819 – 4591 347
michael nelson resigned 201207 247 25 06 – 4375 4653 331
david tilston – interim appointment  
230108 – 240408 836 – – – – 836 na
nonexecutive directors
sir anthony cleaver 1000 – – – – 1000 75
paul bowtell  400 – – – – 400 3
alicja lesniak 375 – – – – 375 35
t ony ward  392 – – – – 392 35
nadhim zahawi appointed 010508 204 – – – – 204 na
brian mcbride retired 240408 161 – – – – 161 40
 
aggregate emoluments 11133 777 320 5640 4375 22245 1277
benefits in kind include car allowance medical and life insurance compensation for loss of office comprises staged 
payments of salary bonus and other benefits in addition payments totalling £35000 were made in the year to former 
directors who resigned in 2005 being colin haylock £25000 william bottriel and simon arber £5000 each
long term incentive plan minority stakes and other share option awards
the committee has made awards of forfeitable and deferred shares under the l tip to the executive directors and others 
sharebased incentive awards have been made to executive directors as follows
 date of market price outstanding as shares shares vesting outstanding as 
name of director award at award at 3 dec 2007 awarded lapsed date at 30 nov 2008
russell clements 822007 402p 78358 – – 822010 78358
russell clements 622008 19675p – 175959 – 622011 175959
gary elden 822007 402p 49751 – – 822010 49751
gary elden 622008 19675p – 108476 – 622011 108476
alex smith 852008 1835p – 143869 – 852011 143869
sunil wickremeratne 822007 402p 65820 – – 822010 65820
sunil wickremeratne 622008 19675p – 147903 – 622011 147903
michael nelson 822007 402p 62686 – 62686 822010 –
except as disclosed below awards in the above table are subject to the company’s tsr performance relative to the peer 
group listed earlier as revised from time to time where the company’s tsr performance is below median no part of the 
awards will vest for median performance 30 of the awards will vest rising on a straightline basis to full vesting for upper
quartile performance and above michael nelson’s award lapsed in full on 20 december 2007 there were no movements 
other than as shown and no other awards or share options are held by the executive directors
the awards for gary elden include 12500 shares granted in february 2008 without performance targets as compensation 
for prior gifts of shares lost sthree plc 23
directors’ remuneration report
year ended 30 november 2008    continued
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 respect of these earlier shareholdings loans 
on normal commercial terms were provided by the group to enable participants including gary to acquire their shares in 
gary’s case loans totalling £486651 were effected on 30 november 2006 and 6 february 2007 prior to his appointment 
as a director and these loans are expected to be repaid in full details of the individual arrangements are shown below and 
also disclosed in the statutory accounts of the relevant businesses concerned
year of approval summary of arrangement
2006 ‘c’ shares amounting to between 2 – 25 in
 each of 8 huxley minority stake businesses
2007 ‘b’ shares amounting to 2 in each of 18
 huxley and pathway minority stake businesses
directors’ interests in shares
in accordance with the listing rules the directors’ interests in the share capital of the company at 30 november 2008 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 3 dec 2007 changes in year  30 nov 2008 share capital
russell clements 4738151 – 4738151 389
gary elden 3384620 – 3384620 278
alex smith – – – –
sunil wickremeratne 10786075 115100 10670975 877
sir anthony cleaver 152446 – 152446 013
paul bowtell – 10000 10000 001
alicja lesniak 4245 – 4245 001
t ony ward 5447 6616 12063 001
nadhim zahawi – 14720 14720 001
 
or as at date of appointment
the disposal of shares by sunil wickremeratne was in respect of shares gifted to employees
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 ie executive directors 
brand mds and key function heads already hold shareholdings well in excess of this level and the group has a culture which 
encourages 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 28 november 2008 the closing market price of sthree plc ordinary shares was 128p the highest and lowest closing prices 
of these shares during the year was 235p and 12275p 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
30 january 2009 sthree plc 24
the company is committed to high 
standards of corporate governance 
and this report outlines how it has 
complied with the provisions of 
the combined code on corporate 
governance revised by the financial 
reporting council in june 2006 ‘the 
code’ during 2008 the company 
complied with all key provisions of 
the code except where explained 
below the board is accountable 
to the company’s shareholders for 
good corporate governance and this 
statement describes how the relevant 
principles of governance have been 
applied
the board – framework
an effective board is in place which 
provides entrepreneurial leadership 
and overall control of the group the 
board’s main role is to create value for 
shareholders to 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 the board is 
responsible to shareholders for the 
proper management of the group
a statement of the directors’ 
responsibilities in respect of the 
annual report is set out in the 
directors’ report and the board also 
confirms that there are appropriate 
procedures in place to ensure that its 
powers to authorise any directors’ 
conflicts of interest are operated 
effectively under these procedures 
the board has been notified of the 
significant shareholdings held 
by executive directors as set out 
in the directors’ remuneration 
report 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
board and committee meeting papers 
are circulated well in advance of the 
relevant meeting and where a director 
is unable to attend heshe is provided 
with a copy of the papers and 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 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 
appropriate insurance cover is in place 
in respect of legal action against the 
directors
the number of and attendance at 
board and committee meetings 
during the year is shown under 
the relevant section below outside 
these there was frequent contact 
between directors to discuss the 
company’s affairs and develop its 
business arrangements are in place 
for the chairman to meet with the 
nonexecutive directors without the 
executive directors being present 
either before or after each board 
meeting
the group has identified a number 
of key areas that are subject to 
regular reporting to the board and 
this enables the performance of 
management to be reviewed and 
monitored there is a formal schedule 
of matters reserved for the board and 
this was updated during the year to 
accommodate current practice with 
the schedule to be reviewed on a 
regular basis the schedule outlines 
all matters requiring specific consent 
of the board and includes 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 facilitates structured 
delegation subject to certain 
financial limits and thereby provides 
a practical framework for executive 
management which seeks to achieve 
the objectives of maintaining effective 
financial and operational controls 
while providing sufficient flexibility to 
manage the business
certain powers are delegated to 
the remuneration committee 
audit committee and nomination 
committee and decisions reported to 
the full board details of the roles and 
responsibilities of these committees 
are set out under the relevant section 
below in addition as part of an overall 
review of working practices during 
the year the group has set up or 
revised the t erms of reference for 
its other formal committees in order 
to facilitate more efficient working 
practices these include the executive 
committee an investment committee 
and a routine business committee 
in line with a clear framework of 
delegated and other authorities
the board – balance 
independence and appointments
the board comprises a balance 
of executive and nonexecutive 
corporate governance report 
year ended 30 november 2008 sthree plc 25
directors who bring a wide range 
of skills and experience to its 
deliberations the nonexecutive 
directors 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 nonexecutive directors 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
the board comprises the chairman 
four executive directors and four 
independent nonexecutive directors 
the chairman and senior independent 
nonexecutive director are available to 
shareholders to discuss governance 
issues or should there be matters 
of concern that have not or cannot 
be addressed through the chief 
executive officer chief financial 
officer or chief operating officer 
however no requests to meet with 
the chairman or senior independent 
nonexecutive director were made by 
shareholders during the year
appointments to the board are the 
responsibility of the full board on the 
recommendation of the nomination 
committee during the year and after 
appropriate external consultation 
and selection with advisors this 
committee recommended the 
appointments to the board of nadhim 
zahawi as a nonexecutive director 
alex smith as chief financial officer 
and gary elden as chief development 
officer in particular it was felt that 
nadhim’s breadth of business and 
political knowledge and experience 
within an entrepreneurial and service 
driven environment would be of 
benefit as the group continues to 
expand globally whilst alex had a 
strong track record that combined 
experience in both finance and 
operational roles gary’s appointment 
reflected his vast knowledge not only 
of sthree’s business but also of the 
recruitment industry generally as well 
as his particular experience in building 
and expanding huxley around the 
globe on joining the board directors 
receive a formal appointment letter 
which identifies the time commitment 
and responsibilities expected of them 
any potential director candidate is 
also required to disclose all significant 
outside commitments prior to 
appointment all nonexecutive 
directors have undertaken that they 
have sufficient time to meet these 
commitments and major shareholders 
may upon appropriate request meet 
new nonexecutive directors
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 excluding the chairman 
the board considers all nonexecutive 
directors to be independent this is 
in compliance with the code which 
requires at least half of the board to 
consist of independent nonexecutive 
directors
the company’s articles of association 
state that a director appointed by 
the board in accordance with the 
articles of association shall hold office 
only until the next annual general 
meeting unless reelected during that 
meeting additionally each director 
must retire at the annual general 
meeting held in the third calendar 
year following the year in which he
she was elected or last reelected but 
shall be eligible for reelection any 
director who has agreed to do so shall 
retire at the annual general meeting 
whether in accordance with terms of 
appointment or otherwise and unless 
the other directors have agreed he
she shall not be eligible for reelection
the board explains the reasons why it 
believes each retiring director should 
be reelected in the notice of annual 
general meeting ‘agm’ and complies 
fully with the code in respect of its 
agm arrangements
chairman and chief executive 
officer
there is a clear division of 
responsibilities between the chairman 
and the chief 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 upon appointment the 
chairman met the independence 
criteria set out in the code 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 daytoday business 
of the group the chairman facilitates 
the effective contribution of the non
executive directors and constructive 
relations between executive and 
nonexecutive directors ensures 
directors receive accurate timely 
and clear information and effective 
corporate governance report  
year ended 30 november 2008    continued sthree plc 26
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
information and professional 
development
an induction programme is in place 
for new directors and this is tailored 
to each individual to ensure that 
it is appropriate for their level of 
previous experience at scheduled 
board meetings directors receive 
detailed reports from executive 
management on the performance of 
the group and senior management 
regularly make presentations on 
their areas of responsibility board 
members are invited to the group’s 
annual conference together with 
senior management from each brand 
and geographic area in order to 
discuss relevant initiatives and board 
meetings are scheduled at different 
office locations in order to allow all 
directors to meet local managers 
regular updates are provided on 
other topics as required and directors 
are encouraged to attend external 
seminars on areas of relevance to 
their role 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
directors have access to the advice 
and services of the company 
secretary who is responsible to 
the board for ensuring that board 
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 board last appointed a 
company secretary in october 
2006 all directors are entitled to 
obtain independent professional 
advice at the company’s expense 
in the performance of their duties as 
directors no such advice was sought 
during the year
performance evaluation
a performance evaluation process 
led by the chairman is in place to 
evaluate 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 assessed 
the chairman also discusses the 
individual performance of directors 
in consultation with other directors 
whilst the senior independent director 
holds annual discussions with the 
other nonexecutive directors 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 board will 
continue to develop this process as 
necessary in order to ensure that it 
can properly review on an annual 
basis its performance and that of its 
committees and individual directors
board and committee 
composition and attendance
the board has established various 
committees each with clearly defined 
terms of reference procedures 
and powers as summarised below 
which are regularly reviewed all 
committees operate in accordance 
with the relevant terms of reference 
as approved by the board copies of 
the terms of reference for each of 
these committees are available on 
request from the company secretary 
at the registered office or can be 
downloaded from wwwsthreecom 
in addition to the nine scheduled 
board meetings during the year the 
board met at the agm and strategy 
away day the number of committee 
corporate governance report  
year ended 30 november 2008    continued
directors possible attendance actual attendance
    remun nom   remun nom
  board audit eration ination board audit eration ination
sir anthony cleaver  10 na na 3 10 na na 3
russell clements  10 na na na 10 na na na
sunil wickremeratne  10 na na na 10 na na na
alex smith appointed 07052008 6 na na na 6 na na na
gary elden appointed 01072008 4 na na na 2 na na na
david tilston resigned 24042008 4 na na na 4 na na na
brian mcbride resigned 24042008 4 2 2 1 3 2 2 1
t ony ward  10 na 4 3 10 na 4 3
alicja lesniak  10 4 4 1 9 4 3 1
paul bowtell  10 4 na 1 10 3 na 1
nadhim zahawi appointed 01052008 6 2 2 na 6 1 2 na sthree plc 27
meetings held for each respective 
committee and attendance thereat is 
shown in the table below
audit committee
the audit committee met four times 
during the year and consists of paul 
bowtell chairman alicja lesniak 
and nadhim zahawi and accordingly 
comprises at least three independent 
nonexecutive directors as required 
by the code the chief executive 
officer the chief financial officer 
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
the committee’s principal 
responsibilities are to monitor the 
integrity of the company’s annual and 
interim reports preliminary results 
announcements and any other formal 
announcements relating to financial 
performance reviewing particularly 
any significant financial reporting 
judgements contained therein to 
review the group’s systems of internal 
control and risk management to 
identify and report on any business 
areas where action or improvement 
are needed and recommend actions 
to be taken 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 to monitor the effectiveness of the 
external audit process and to ensure 
that the audit report and all related 
work are properly completed
the committee considers matters 
relating to the recommendation 
for appointment reappointment 
remuneration and terms of 
engagement of the company’s 
auditor pricewaterhousecoopers 
llp  both the committee and the 
auditors themselves have safeguards 
in place to ensure that the objectivity 
and independence of the auditors is 
maintained including the periodic 
rotation of the audit partner in 
addition to the annual appointment 
of the auditors by the shareholders 
the committee regularly reviews 
their independence taking into 
consideration relevant uk professional 
and regulatory requirements 
the committee reviews auditor 
performance and fees charged and 
meets with the auditor at least once a 
year without management present
the committee’s policy is that non
audit work may be carried out by the 
auditors only where that work does 
not impair the auditor’s independence 
and where the committee believes 
that it is in the group’s best interests 
to make use of the 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 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 a review by the audit 
committee in light of the growth of 
the business and its current needs 
the group created an internal audit 
function in 2008 although at an early 
stage the committee has reviewed 
the effectiveness of this function and 
will continue to do so but is already 
seeing benefits from its creation 
further recruitment to expand the 
function is already underway
nomination committee
the nomination committee met three 
times during the year and consists of 
sir anthony cleaver chairman t ony 
ward alicja lesniak and paul bowtell 
and accordingly comprises a majority 
of independent nonexecutive 
directors 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 
appointments of nadhim zahawi and 
alex smith
in terms of succession planning in 
2008 the group launched its ‘t op 60’ 
leadership initiative in order to identify 
and develop its most talented senior 
managers for executive positions 
throughout the group and the 
nomination committee will closely 
monitor these activities to ensure 
that they are aligned with the group’s 
strategy
corporate governance report  
year ended 30 november 2008    continued sthree plc 28
remuneration committee
the remuneration committee 
met four times during the year 
and 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 
nonexecutive directors 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
internal control
the board has overall responsibility 
for the group’s internal control 
systems and for monitoring their 
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 internal 
control systems which are subject to 
periodic and at least annual review 
by the board as explained above 
the group created an internal audit 
function in 2008
the board monitors the ongoing 
process by which critical risks to the 
business are identified evaluated and 
managed 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 financial 
organisational 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 mis
statement 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
lines of responsibility and delegated 
authorities are areas which continue 
to be defined and the group’s policies 
and procedures therefore continue 
to be updated and communicated 
internally
assessment of risk
the board through the audit 
committee has overall responsibility 
for risk management activities and 
implementing policies to ensure that 
all risks are evaluated measured 
and kept under review by way of 
appropriate kpis during the year the 
group conducted a thorough review 
of its risk control processes working 
closely with its nonexecutive 
directors and external advisors as 
a result a revised enterprise risk 
management ‘erm’ framework 
was developed and approved by the 
audit committee and is currently 
being implemented the committee 
feels that this improved framework 
will enhance the group’s and 
individual brand’s focus on key 
risk areas provide greater clarity 
on risk ownership better identify 
opportunities as well as threats whilst 
also facilitating improved monitoring 
of progress mitigation measures 
and visibility going forward looking 
assessment the framework also 
takes into account environmental 
social governance ‘esg’ matters 
and will be fully rolled out working 
closely with brands during 2009 
it is hoped that the framework can 
meet as closely as possible the 
appropriate bsi standard bs 3100 
on risk management processes and 
the resulting enhanced corporate risk 
register will improve for example 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 senior 
management and as previously 
the audit committee will review the 
register twice a year
going concern
the board remains satisfied with the 
group’s funding and liquidity position 
the group’s main sources of debt 
funding are the invoice discounting 
facility of £50m which provides 
committed funding of up to £20m 
and an uncommitted overdraft facility 
the invoice discounting facility will 
expire on 25 february 2010
the board has reviewed cash flow 
forecasts for the financial year ending 
29 november 2009 and for the 
foreseeable future these forecasts 
take account of proposed capital 
expenditure and include scenarios 
with adjustments for significantly 
worse economic conditions in all 
corporate governance report  
year ended 30 november 2008    continued sthree plc 29
corporate governance report  
year ended 30 november 2008    continued
scenarios the forecasts show that 
the group remains in a cash positive 
position
on the basis of these forecasts both 
base case and adjusted as described 
above the board has concluded that 
the going concern basis of preparation 
for the accounts of both the company 
and the group continues to be 
appropriate
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
communications with 
shareholders
communications with shareholders 
are given a high priority the company 
produces an annual report which is 
sent to shareholders at the half
year an interim report is published 
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 by the 
company
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 fullyear and halfyear 
results and there is also dialogue 
on specific issues such as the re
election of the chairman minority 
interests introduction of the long 
t erm incentive plan and on other key 
remuneration issues
the chairman is available to discuss 
strategy and governance issues 
with shareholders and is available to 
shareholders if they have concerns 
that have not or cannot be addressed 
through the chief executive 
officer chief financial officer or 
chief operating officer the senior 
independent nonexecutive director is 
available to shareholders if they have 
concerns that have not or cannot 
be addressed through the chairman 
chief executive officer chief financial 
officer or chief operating officer
the group obtains feedback from its 
brokers on the views of institutional 
investors on a nonattributed basis 
and any issues or concerns are 
communicated to the board the 
board routinely receives regular 
reports on issues relating to share 
price trading activity institutional 
investor sentiment and sector 
updates
the board views the annual general 
meeting as a valuable opportunity 
to communicate with private and 
institutional investors and welcomes 
their participation normally all 
board members attend the annual 
general meeting and in particular the 
chairmen of the audit nomination 
and remuneration committees are 
available to answer questions at 
general meetings a schedule of the 
proxy votes cast is made available 
to all shareholders and may also be 
accessed via the company’s website 
the company proposes a resolution 
on each substantially separate issue 
and does not combine resolutions 
inappropriately the website contains 
copies of all notices of meeting and 
explanatory notes once issued and 
the notice of agm is posted at least 
twenty working days prior to the date 
of the meeting
steve hornbuckle
company secretary 
30 january 2009 corporate social 
responsibility report
year ended 30 november 2008
introduction
at sthree plc we take our duty to 
behave responsibly in governance 
and ethics seriously during 2007 the 
board commissioned reputation inc a 
specialist advisor in csr best practice 
to undertake a detailed review of the 
group’s corporate social responsibility 
‘csr’ practices in order to benchmark 
and improve these wherever possible 
this resulted in the launch of our 
‘giving something back’ programme 
which is explained in detail below 
outputs included setting targets and 
implementing officewide sustainability 
policies to reduce office waste and 
increase energy efficiency creating 
a fit for purpose csr committee with 
appropriate membership t erms of 
reference and reporting structure and 
developing a dedicated csr section of 
the sthree website wwwsthreecom
we will continue to review build on 
and report our csr commitments 
in the coming years in addition to 
fulfilling national and international legal 
requirements
why sthree believes in social  
responsibility
we strive to be the best company 
to work for that is our mission we 
understand that great people make 
great companies as a result we are 
always looking for opportunities to 
empower employees to be leaders 
in their teams and their brands now 
we want to extend that to outside the 
business by giving part of what makes 
us successful to others
we are delighted to have developed our 
first full csr strategy – an important 
first step in becoming a world leader in 
our industry our strategy comprises
•  
the launch of a community 
volunteering scheme to develop the 
employability and entrepreneurial 
skills of disadvantaged young people 
in our communities
•  
a three part sustainability drive to 
review measure and reduce our 
impact on the environment
•
  
formation of a new csr committee 
to coordinate the programme with 
our brands empower employees 
and formally report progress to the 
board
•  
future plans to enhance the health 
and productivity of our workplace
our history
from the beginning sthree has stood 
for ambition and growth part of our 
dna is the idea of ‘entrepreneurialism 
with a heart’ this belief was embedded 
in the business by our founders who 
regularly campaigned for the homeless 
now we want it to be a greater part of 
who we are and what we do
an enterprise mentality is what 
defines sthree – the ‘nothing is 
impossible’ attitude but the essence 
of a true entrepreneur is someone who 
is not only prepared to take risks but 
who creates greater value by sharing 
their rewards and knowledge with the 
people around them
sthree takes its responsibility to 
society seriously and we do it in our 
own style csr doesn’t have to be 
simply about bureaucracy at sthree 
it is about behaviour leadership and 
results and will be integrated with our 
business strategy skill base and our 
way of working in fact rather than 
referring to it as ‘csr’ we prefer the 
term ‘giving something back’ – back 
to the community to the environment 
and to our people and in doing so we 
will generate internal pride and external 
impact that is the hallmark of a truly 
great place to work for
the financial times said ‘the 
companies that will be most resilient 
in the economic downturn will have 
talented and committed workforces 
deep roots in their communities and 
environmentally sustainable business 
models’ t o invest in csr in this climate 
says a lot about what we are trying to 
achieve in terms of being an industry 
leader
t o truly grow and develop this 
business we have to take a long term 
perspective planning for the future is 
about investment – in our assets our 
people and our reputation
putting in place this vision of csr will 
enable us to build a stronger business 
better placed to capitalise when the 
world economy returns to normality
csr strategy – giving something 
back
our defining mission is to positively 
transform the lives of our employees 
society and stakeholders by giving 
something back
csr will be integrated throughout our 
business – how we promote careers 
to graduates our workplace policies 
our management of properties and 
materials the technology we buy and 
how we travel to meet clients and 
associates
in 2007 we took the proactive decision 
to produce our first csr strategy for 
sthree it is true that as both a publicly 
listed and international company we 
have a responsibility to this issue 
moreover our employees made a clear 
statement that they wanted to use their 
business skills to give something back 
to the disadvantaged
we are listening and responding to 
what our employees want that
• 
65 of employees believe it is 
important for them to work for a 
company which plays a positive 
part in society
• 
52 of employees think there 
is a direct correlation between 
csr and employee welfare and 
development
• 
74 of management want 
to upweight our community 
involvement
sthree plc 5 30 sthree plc 5 31
corporate social 
responsibility report   continued
year ended 30 november 2008
• 
45 of employees want to do give 
something back and 50 want to 
use and improve their business 
skills in doing so
shareholders reading this report 
should be assured that this 
commitment to giving back is fully 
aligned with our core objective of 
developing shareholder value
not only is it the right thing to do csr
• 
helps attract and retain talent as 
it strengthens our reputation as a 
place to work
• 
deepens our relationship with 
clients giving us new commercial 
opportunities
• 
meets the expectations of our 
shareholders who see us as a 
leading public company
our ambition is to
1 give those in the community that 
most need it opportunity and 
aspiration
2 protect the environment we live in
3 give back to the people who work 
so hard to make this a great 
company
our csr strategy is set by a newly 
formed csr committee – drawing on 
all of the talents and experience from 
across the business
it is chaired by the group hr director 
who reports directly to the chief 
executive officer and board t o back 
up our promises senior managers have 
taken responsibility for delivering the 
foundation elements of our strategy 
– community environment and 
workplace – which we set out next
 
4good
we are pleased to report progress as 
we this year joined the ftse4good 
index it measures the performance 
of companies that meet globally 
recognised corporate responsibility 
standards and is designed to facilitate 
investment in those companies
community 
we feel we do recruitment very well 
our employee training is industry 
leading and our knowledge of labour 
market trends unrivalled therefore 
it made sense to share this with the 
community from the outset we 
made the decision to volunteer our 
employee’s skills and time to help 
disadvantaged young people
our company success is built on a 
meritocracy – no matter who you are or 
where you come from the opportunity 
to be a success is universal 
unfortunately there are young people 
out of work and education that have 
been denied such an opportunity
in october huxley associates 
employees hosted an ‘apprentice’ style 
pilot training day for disadvantaged 
young people in london sharing with 
them the job skills they have become 
experts in at sthree
partnering with connexions 
community group in westminster 
we provided cv writing interview 
techniques motivation and business 
training offering the best work 
experience with us and the prospect of 
a permanent placement
we want to create leaders in our 
business t o that end we will be 
aligning sthree’s community 
volunteering scheme with our training 
and development programme as we 
ask our employees to lead outside of as 
well as inside the business
we will be expanding both the pilot and 
our volunteering scheme to offer all 
brands and offices the opportunity to 
share their expertise with young people 
desperate to realise their potential in 
london alone 10 of under 18’s are 
neither in employment or education 
the private sector has the ability to 
reach and inspire these young people 
and sthree will play our role
not only is this the right thing to do it 
could unlock new talent to work for this 
business that we never knew existed
community partnerships
reflecting our leading position in 
london’s recruitment sector we 
formed a number of exploratory 
partnerships to drive our giving 
something back work time  t alents 
is a public private and voluntary sector 
partnership we joined this year to 
deliver effective employer supported 
volunteering esv and local corporate 
community involvement cci
in partnership with volunteer 
centre westminster we hosted an 
‘employability thinkt ank’ enabling 
large employers and community 
groups to brainstorm how business 
volunteering can inspire young people 
into employment
charitable giving 
funds are raised by employees 
through a multitude of sporting 
cultural and charitable activities 
that have now become a core part of 
life in sthree for the last two years 
sthree has supported the children’s 
hospices uk charity as our official 
charity partner to great success in 
total our employees raised £33465 
plus a further £30000 was provided to 
sponsor events we were particularly 
proud to host an art auction for the 
children’s hospice which added 
a further £250000 in value sos 
children’s villages has been selected 
as a sthree charity for 2009
sthree supports sthree plc 5 32
corporate social 
responsibility report   continued
year ended 30 november 2008
 
climate change 
as an international company we are 
aware of the impact we have on the 
planet while being a resource light 
organisation we still believe it is right 
to operate on a sustainable basis from 
a business perspective the more rare 
resources become the higher their 
price therefore it is in our mutual 
interest to protect and conserve 
the resources business and society 
depends on to grow
it is the sthree way to tackle the 
biggest challenges with determination 
and energy we know we have a 
long journey to complete before our 
business becomes environmentally 
friendly but are delighted to have taken 
the first vital steps
strategy
working with the carbon t rust we 
piloted a carbon footprint study of our 
huxley associates office in central 
london because our offices in the uk 
have similar specifications technology 
layout and suppliers we can use this 
pilot to develop energy saving solutions 
across the network
t wo sets of important insights 
emerged from our carbon t rust pilot 
that will inform our future work firstly 
the business does not have adequate 
systems or central records to measure 
the data and activities that determine 
environmental performance as a 
result we now require an enabling 
strategy to put these in place
secondly a number of energy 
efficiency opportunities have been 
identified to be implemented across 
our brands based on the pilot audit 
the carbon t rust pilot made a range of 
recommendations including
• 
adjust air conditioning terminal 
units to operate in occupancy 
times only
• 
investigate comms room cooling 
with a view to switching off cooling 
plants
• 
convert existing t8 lamps in offices 
to t5s using conversion kits to 
improve energy efficiency
• 
install automatic lighting controls
• 
replace t ungsten halogen lamps 
with compact fluorescents or leds
• 
ensure all office equipment 
including pcs slide projectors etc 
are on energy saving subroutines
• 
implement energy monitoring and 
targeting for gas and electricity
• 
develop a comprehensive energy 
policy for the company
according to the carbon t rust such 
measures at one office would cut 240 
tonnes of carbon saving the business 
an estimated £26000 in a year
future environmental strategy
we propose a three pronged strategy to 
improve our longterm environmental 
performance
phase 1 – review of organisation 
and systems
as we lack a system of monitoring and 
measuring our environmental impacts 
we will initiate a review of current 
systems to assess how information is 
collected recorded and used in order 
to take corrective action for example 
we will work with our landlords to 
supply energy consumption data to our 
facilities management teams across 
all brands when in possession of 
this data we can establish our carbon 
baseline footprint work to improve 
efficiency and save the business costs
the same approach would apply 
to recording and monitoring co
2
  
emissions a future review would look 
into the availability of information 
on employee travel both business 
and commuting supplier chain 
performance and utilities
phase 2 – site audits
with more robust measurement and 
information systems in place we will 
conduct site audits for each office 
to identify opportunities for carbon 
reduction and future environmental 
improvements
phase 3 – implementing efficiency 
and sustainability
following work in phase 2 we will 
be in a stronger position to increase 
the speed at which we implement 
initiatives that reduce our co
2
 
emissions and improve sustainability
reducing carbon emissions to 
tackle climate change
as we put in place our new strategy 
in order to record our environmental 
impact we won’t sit idly by doing 
business as usual we are committed 
to reducing carbon emissions and to 
play our part in helping the uk reduce 
emissions by 60 by 2050
in 2008 we operated various initiatives 
to become more sustainable and 
energy efficient including
•
 cycling to work scheme to reduce 
employee reliance on cars and 
trains
• 
installed an automatic computer 
turn off device to reduce energy 
use
• 
piloting and installing video 
conferencing to reduce air travel
next year we are committed to 
improving our environmental 
performance by reducing our use of 
water and waste and to reviewing our 
supply chain in order to do business 
with sustainable suppliers we intend 
to reduce carbon emissions as much 
is possible and will be able to report 
on specific quantities in our next 
annual report having completed a full 
environmental audit sthree plc 5 33
corporate social 
responsibility report   continued
year ended 30 november 2008
sources of our environmental 
impact
co
2
 emissions
direct
business travel using company owned 
transport 
heating energy gas or oil
indirect
use of electrical energy heat light or 
power 
business travel using public transport 
train plane etc 
business travel using privately owned 
transport 
water
waste
office consumables eg paper it 
toners etc 
lighting 
it equipment 
electrical equipment mobile phones 
etc 
furniture 
other fixtures  fittings eg carpets 
blinds etc 
domestic waste eg food etc
learning  development
we aim to develop our employees to 
their full potential our training and 
development programme is one of 
the most sophisticated in the global 
recruitment industry
it is supported by a range of 
management and supervisory training 
programmes aiming to build the 
commercial and management skills 
of our managers and supervisors 
learning and development is not only 
about equipping people with the skills 
to do their job but also about helping 
them to develop personally
in terms of succession planning in 
2008 the group launched its ‘t op 60’ 
leadership initiative in order to identify 
and develop its most talented senior 
managers for executive positions 
throughout the group and ensure 
that the group’s succession plans are 
aligned with its strategy
recruitment and retention
our people are the most valuable assets 
of the company as we have expanded 
the business over the past number 
of years our skills and employee 
requirements have increased in 
order to remain competitive we are 
committed to offering our employees 
a balance of financial professional and 
personal rewards
as the government introduces 
new legislation on flexible working 
employee welfare and maternity 
we will act in the appropriate and 
progressive way as an example we 
operate a sabbatical scheme for long 
serving employers of more than ten 
years
where appropriate the group 
undertakes structured consultation 
processes with works councils or 
similar bodies an annual employee 
survey is also undertaken and the 
group has consistently been placed in 
the t op 50 of the sunday times best 
places t o work
diversity
we are an equal opportunity 
employer committed to delivering 
equal treatment and opportunities 
for all employees sthree has over 
2000 employees in 10 countries and 
together with our policy to recruit 
qualified local people wherever 
possible this diversity is one of our 
biggest assets
combined with pursuing practices that 
are sensitive to the needs and cultures 
of our employees diversity allows 
us to be adaptable and more open to 
different ways of doing business in line 
with local practices and customs
in working with clients we propose 
candidates with a healthy range 
of views and skills that reflects the 
communities we live in it is because 
we support equal employment 
opportunities and diversity that we can 
provide this service
all employment decisions are 
made subject to legal obligations 
on a nondiscriminatory basis 
due consideration is given to the 
recruitment promotion training and 
working environment of all employees 
including those with disabilities
we recognise the importance of 
diversity in the workplace for our own 
and our clients’ businesses both in 
increasing the recognition of our brand 
amongst a wider audience and to 
encourage a diverse candidate base 
and workforce
we comply with the recruitment 
industry body apsco’s equality and 
ethics standards 
governance
sthree is committed to high standards 
of corporate governance as outlined 
in the corporate governance report 
and the board is accountable to the 
company’s shareholders for ensuring 
that principles of good governance are 
applied
ethics
at sthree and as individuals we
• 
value trust and personal 
responsibility
• 
act with integrity honesty respect 
and fairness
• 
deliver excellent services that 
add value to our customers’ 
businesses
• 
focus on continual growth and 
outstanding performance
• 
strive to create a safer working 
environment
• 
value each employee’s contribution 
towards achieving our business 
objectives
• 
promote a culture where 
motivated customerorientated 
employees can flourish experience 
professional fulfilment and reach 
their highest potential and
• 
respect diverse perspectives 
experiences and traditions as 
essential
the foundation of this policy rests with 
the group’s employees each of whom 
must adhere to the group’s values 
which are set out in detail in a code of  sthree plc 5 34
corporate social 
responsibility report   continued
year ended 30 november 2008
business conduct should employees 
have a concern they are able to report 
any matters via an independent and 
dedicated telephone line or via the 
company secretary where the reporting 
does not conflict with local laws or 
customs
clients
sthree is built upon a strong ethos of 
client service a combination of years 
of experience detailed knowledge of 
our specialist recruitment sectors and 
local legislation culture and market 
conditions as well as comprehensive 
training programmes mean that clients 
receive the most professional service 
which adds value we conduct internal 
and external customer care surveys 
and regular client contact reports 
listening to our customers helps us 
understand what they expect from 
us and how we can meet and exceed 
their expectations and in doing so 
helps to ensure that we can maintain 
a meaningful business relationship in 
the long term  ultimately the chief 
executive officer is responsible for all 
customer service issues
proof of results is what we are about 
clients candidates and employees 
expect us to deliver for them in order 
that our csr work can be judged on its 
merits we are setting clear targets to be 
measured in 2009 and beyond
 
russell clements
chief executive officer 
30 january 2009
environment t arget initiative
reduce energy consumption installation of video conferencing facility 
more environmentally friendly company 
car scheme  
implement energy saving 
recommendations from carbon t rust
achieve audited carbon footprint 
measurement by end of 2009 – have 
baseline energy use for all uk offices
engage external environmental  
management consultant 
increase recycling central waste stations in 50 more 
offices
sustainability review suppliers for more sustainable  
alternatives
people t arget
 
initiative
improve staff retention rates cultural survey expansion of community 
volunteering scheme workplace policy 
review
increase learning and leadership  
opportunities
mentoring of managers development 
plans
increase ranking in best places to  
work survey 36th in 2007
launch csr strategy employee 
engagement and motivation programme 
t o improve diversity and wellbeing  
of our employees
secure diversity accreditation
community t arget
 
initiative 
increase number of employee  
volunteers in the community to tackle 
youth unemployment
expand employability pilot project across 
group
support policymakers and schools 
provide employability education
joint projects with stakeholders
increase fundraising support for  
children’s hospice service
support for staff fundraising initiatives
rally the industry in giving back  
to the community
share industry csr best practice
2009 csr t argets
proof of results is what we are about clients candidates and staff expect  
us to deliver for them in order that our csr work can be judged on its merits we 
are setting clear targets to be measured against next year sthree plc 35
audit opinion 
year ended 30 november 2008
independent auditors’ 
report to the members of 
sthree plc
we have audited the group and parent 
company financial statements the 
‘‘financial statements’’ of sthree plc 
for the year ended 30 november 2008 
which comprise the consolidated 
income statement the consolidated 
and parent company balance sheets 
the consolidated and parent company 
statements of changes in equity the 
consolidated and parent company 
cash flow statements and the related 
notes these financial statements 
have been prepared under the 
accounting policies set out therein 
we have also audited the information 
in the directors’ remuneration report 
that is described as having been 
audited
respective responsibilities of 
directors and auditors
the directors’ responsibilities for 
preparing the annual report the 
directors’ remuneration report 
and the financial statements in 
accordance with applicable law and 
international financial reporting 
standards ifrss as adopted by 
the european union are set out 
in the statement of directors’ 
responsibilities
our responsibility is to audit the 
financial statements and the part 
of the directors’ remuneration 
report to be audited in accordance 
with relevant legal and regulatory 
requirements and international 
standards on auditing uk and 
ireland this report including the 
opinion has been prepared for and 
only for the company’s members as 
a body in accordance with section 
235 of the companies act 1985 and 
for no other purpose we do not in 
giving this opinion 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
we report to you our opinion as to 
whether the financial statements give 
a true and fair view and whether the 
financial statements and the part of 
the directors’ remuneration report 
to be audited have been properly 
prepared in accordance with the 
companies act 1985 and as regards 
the group financial statements article 
4 of the ias regulation we also report 
to you whether in our opinion the 
information given in the directors’ 
report is consistent with the financial 
statements
in addition we report to you if in our 
opinion the company has not kept 
proper accounting records if we have 
not received all the information and 
explanations we require for our audit 
or if information specified by law 
regarding directors’ remuneration and 
other transactions is not disclosed
we review whether the corporate 
governance report reflects the 
company’s compliance with the nine 
provisions of the combined code 
2006 specified for our review by the 
listing rules of the financial services 
authority and we report if it does 
not we are not required to consider 
whether the board’s statements on 
internal control cover all risks and 
controls or form an opinion on the 
effectiveness of the group’s corporate 
governance procedures or its risk and 
control procedures
we read other information contained 
in the annual report and consider 
whether it is consistent with the 
audited financial statements the 
other information comprises only the 
details of the board of directors and 
secretary the chairman’s statement 
the financial highlights the chief 
executive officer’s review the 
chief financial officer’s review the 
directors’ report the unaudited part 
of the directors’ remuneration report 
the corporate governance report 
the corporate social responsibility 
report the statement of directors’ 
responsibility and the company 
information and corporate advisers 
we consider the implications for our 
report if we become aware of any 
apparent misstatements or material 
inconsistencies with the financial 
statements our responsibilities do not 
extend to any other information
basis of audit opinion
we conducted our audit in accordance 
with international standards on 
auditing uk and ireland issued 
by the auditing practices board 
an audit includes examination on 
a test basis of evidence relevant 
to the amounts and disclosures in 
the financial statements and the 
part of the directors’ remuneration 
report to be audited it also includes 
an assessment of the significant 
estimates and judgments made 
by the directors in the preparation 
of the financial statements and of 
whether the accounting policies 
are appropriate to the group’s 
and company’s circumstances 
consistently applied and adequately 
disclosed
we planned and performed our audit 
so as to obtain all the information and 
explanations which we considered 
necessary in order to provide us 
with sufficient evidence to give 
reasonable assurance that the 
financial statements and the part of  sthree plc 36
audit opinion  continued 
year ended 30 november 2008
the directors’ remuneration report 
to be audited are free from material 
misstatement whether caused by 
fraud or other irregularity or error 
in forming our opinion we also 
evaluated the overall adequacy of 
the presentation of information in the 
financial statements and the part of 
the directors’ remuneration report to 
be audited
opinion
in our opinion
•  
the group financial statements give 
a true and fair view in accordance 
with ifrss as adopted by the 
european union of the state of the 
group’s affairs as at 30 november 
2008 and of its profit and cash 
flows for the year then ended
•  
the parent company financial 
statements give a true and fair 
view in accordance with ifrss as 
adopted by the european union 
as applied in accordance with 
the provisions of the companies 
act 1985 of the state of the 
parent company’s affairs as at 30 
november 2008 and cash flows for 
the year then ended
•  
the financial statements and the 
part of the directors’ remuneration 
report to be audited have been 
properly prepared in accordance 
with the companies act 1985 and 
as regards the group financial 
statements article 4 of the ias 
regulation and
•  
the information given in the 
directors’ report is consistent with 
the financial statements
pricewaterhousecoopers llp
chartered accountants and 
registered auditors
london
30 january 2009 sthree plc 5 37
sthree plc
consolidated income statement
year ended 30 november 2008
 30 november 2 december 
 2008 2007
  before
  exceptional exceptional
  items items total total
 note £’000 £’000 £’000 £’000
revenue 2 631520 – 631520 522698
cost of sales  412581 – 412581 340033
gross profit 2 218939 – 218939 182665
administrative expenses 3 162129 1957 164086 130408
operating profit  56810 1957 54853 52257
finance income 5 25 – 25 6
finance cost 5 827 – 827 1985
share of profit of joint venture 12 – – – 46
profit before taxation  56008 1957 54051 50324
t axation 6 16809 594 16215 16509
profit for the year  39199 1363 37836 33815
attributable to
equity holders of the company  37241 1363 35878 32648
minority interest     1958 – 1958 1167
  39199 1363 37836 33815
earnings per share 8 pence pence pence pence
basic  299 11 288 252
diluted  292 11 281 241
the accompanying notes are an integral part of these consolidated financial statements
all amounts relate to continuing operations
sthree plc 5 37 sthree plc 5 38
sthree plc
balance sheets
as at 30 november 2008
 consolidated company
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
 note £’000 £’000 £’000 £’000
assets
noncurrent assets
property plant and equipment 9 6575 6479 – –
intangible assets 10 12262 10771 – –
investment in subsidiaries 11 – – 237117 234383
investment in joint venture 12 – 135 – –
deferred tax assets 18 3146 3052 226 1265
  21983 20437 237343 235648
current assets
t rade and other receivables 13 139937 151085 2374 2024
current tax assets 14 – – – 261
cash and cash equivalents 22 24584 4771 – 143
  164521 155856 2374 2428
total assets  186504 176293 239717 238076
liabilities
current liabilities
provisions for liabilities and charges 17 332 250 – –
t rade and other payables 15 81246 73180 66376 10218
financial liabilities 16 – 1267 1167 2809
current tax liabilities 14 10818 4911 – –
  92396 79608 67543 13027
noncurrent liabilities
provisions for liabilities and charges 17 3535 3252 – –
  3535 3252 – –
total liabilities  95931 82860 67543 13027
net assets  90573 93433 172174 225049
equity
capital and reserves attributable to the  
company’s equity holders
share capital 19 1218 1383 1218 1383
share premium  2925 2925 2925 2925
capital redemption reserve 19 168 2 168 2
capital reserve 19 878 878 878 878
currency translation reserve  2331 69 – –
retained earnings  78906 85751 166985 219861
  86426 91008 172174 225049
minority interest  4147 2425 – –
total equity  90573 93433 172174 225049
the accompanying notes are an integral part of these financial statements
these financial statements were approved by the board of directors on 30 january 2009
on behalf of the board of directors
sir anthony cleaver   alex smith
chairman   chief financial officer
sthree plc 5 38 sthree plc 5 39
sthree plc
consolidated statement of changes in equity
year ended 30 november 2008
       attributable
   capital  currency  to company
 share share redemption capital translation retained equity minority total
 capital premium reserve reserve reserve earnings shareholders interest equity
 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
balance at 30 november 2006 1380 2925 – 878 248 58828 63763 348 64111
currency translation differences – – – – 317 – 317 – 317
deferred tax on employee share options – – – – – 7597 7597 – 7597
current tax on employee share options – – – – – 8258 8258 – 8258
net income recognised directly in equity – – – – 317 661 978 – 978
profit for the year to 2 december 2007 – – – – – 32648 32648 1167 33815
t otal recognised income and expense for the period – – – – 317 33309 33626 1167 34793
repurchase of share capital 2 – 2 – – 388 388 – 388
issue of share capital to minority interest – – – – – – – 990 990
repurchase of minority interest – – – – – – – 10 10
dividends paid to equity holders note 7 – – – – – 6345 6345 – 6345
dividends paid to minority interest – – – – – – – 70 70
employee share award and share option credit 5 – – – – 347 352 – 352
t otal movements in equity 3 – 2 – 317 26923 27245 2077 29322
balance at 2 december 2007 1383 2925 2 878 69 85751 91008 2425 93433
currency translation differences – – – – 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 note 19c – – – – – 127 127 – 127
repurchase of minority interest – – – – – – – 242 242
dividends paid to equity holders note 7 – – – – – 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 168 878 2331 78906 86426 4147 90573
the accompanying notes are an integral part of these consolidated financial statements
sthree plc 5 39 sthree plc
company statement of changes in equity
year ended 30 november 2008
      capital   attributable
    share share redemption capital retained to company
    capital premium reserve reserve earnings shareholders
    £’000 £’000 £’000 £’000 £’000 £’000
balance at 30 november 2006    1380 2925 – 878 184439 189622
deferred tax on employee share options    – – – – 1664 1664
expenses recognised directly in equity    – – – – 1664 1664
profit for the year to 2 december 2007    – – – – 43472 43472
t otal recognised income and expense for the period    – – – – 41808 41808
repurchase of share capital    2 – 2 – 388 388
issue of share capital    5 – – – – 5
increase in value of investments ifric 11    – – – – 347 347
dividends paid to equity holders note 7    – – – – 6345 6345
t otal movements in equity    3 – 2 – 35422 35427
balance at 2 december 2007    1383 2925 2 878 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 ifric 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 168 878 166985 172174
 of the above reserves only the retained profit of £166985000 2007 £219861000 is distributable
the accompanying notes are an integral part of these financial statements
sthree plc 5 40 sthree plc 5 41
 consolidated company
    30 november  2 december 30 november  2 december
  2008 2007 2008 2007
 note £’000 £’000 £’000 £’000
profitloss before taxation  54051 50324 9853 42862
depreciation and amortisation charge  5895 3761 – –
unrealised losses on financial instruments 3 – 999 – 999
realised losses on financial instruments  1957 – 1957 –
finance income  25 6 666 335
finance cost  827 1985 6435 2194
loss on disposal of property plant and equipment  – 46 – –
profit attributable to joint venture  – 46 – –
profit from partial deemed disposal of subsidiary  – 855 – –
noncash charge for employee share options and awards  658 347 – –
noncash reversal of impairment  – – – 37352
employee subscription for share awards 19c 127 – – –
operating cashflow before changes in 
working capital and provisions  63490 56555 2127 8368
decreaseincrease in receivables  16455 58500 350 22694
increasedecrease in payables  6731 33383 57769 23959
increasedecrease in provisions  295 2122 – –
cash flows from operating activities
cash generated from operating activities  86971 29316 55292 7103
income tax paidreceived  11449 2113 261 –
net cash generated from operating activities  75522 27203 55553 7103
cash flows from investing activities
purchase of property plant and equipment  2341 5173 – –
purchase of intangible assets  3861 8901 – –
capital injection  – – 1004 131
proceeds from sale of property plant and equipment  – 30 – –
net cash used in investing activities  6202 14044 1004 131
cash flows from financing activities
repayment of loan facility  1000 – 1000 –
cash loss on settlement of treasury investments  2956 – 2956 –
finance income  25 6 666 335
finance cost  827 1985 6435 2194
proceeds from issue of ordinary shares  1 5 1 5
issue of share capital to minority interest  – 1845 – –
repurchase of share capital  31250 388 31250 388
repurchase of minority interest  1072 28 1072 –
dividends paid  12004 6345 12004 6345
dividends paid to minority interest  89 70 – –
net cash used in financing activities  49172 6960 54050 8587
net increasedecrease in cash and cash equivalents  20148 6199 499 1615
cash and cash equivalents at the beginning of the year  4504 1841 1666 51
exchange lossgain on cash and cash equivalents  68 146 – –
cash and cash equivalents at the end of the year 22 24584 4504 1167 1666
 the accompanying notes are an integral part of these financial statements
 
sthree plc
cash flow statement
year ended 30 november 2008 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 42
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 limited liability company incorporated and domiciled in the united kingdom and is listed on the london 
stock exchange
the principal accounting policies applied in the preparation of the consolidated financial statements are set out below
basis of preparation
the financial statements of the group have been prepared in accordance with international financial reporting standards 
“ifrs” as endorsed by the european union and also comply with international financial reporting interpretations 
committee “ifric” interpretations and the companies act 1985 applicable to companies reporting under ifrs the 
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 2303 of the 
companies act 1985 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 3 december 2007
  ifrs 7 ‘financial instruments disclosures’ and the complementary amendment to ias 1 ‘presentation of financial 
statements – capital disclosures’ were issued in august 2005 and have introduced revised and additional disclosures 
this implementation has had no impact on the results or net assets of the group the comparative disclosures have 
been represented to comply with the requirements of ifrs 7
  ifric 11 ‘ifrs 2 group and t reasury share t ransactions’ was issued in november 2006 this interpretation gives 
guidance on accounting for shares issued by a parent company to employees of its subsidiary companies ifric 11 was 
effective from 1 march 2007 however adopted early by the group from 1 december 2006 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 43
1  accounting policies continued
as at the date of authorisation of these financial statements the following ifrs and ifric were in issue but not yet 
effective the group has not applied these ifrs and ifric in the preparation of financial statements
  amended ias 1 ‘presentation of financial statements’ effective 1 january 2009 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
  amended ias 23 ‘borrowing costs’ effective 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 and amended standards ie ias 27 ‘consolidated and separate financial statements’ and ifrs 3 ‘business 
combinations’ are effective from 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 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
  amendment to ias 39 ‘financial instruments recognition and measurement’ in respect to eligible hedged items 
effective from 1 july 2009 it provides clarification on identifying inflation as a hedged risk or portion and hedging with 
options
  amendment to ias 39 ‘financial instruments recognition and measurement’ and ifrs 7 ‘financial instruments 
disclosures’ in respect to disclosures that would permit reclassification of some financial instruments out of the fair
value through profit or loss category is effective from periods starting on or after 1 july 2008
  amendment to ifrs 2 ‘sharebased payment’ effective 1 january 2009 clarifies terms ‘vesting conditions’ and 
‘cancellations’ with proposed recognition and measurement criteria
  ifrs 8 ‘operating segments’ effective from period commencing 1 january 2008 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 requires a change in the disclosure of segmental information
  ifric 13 ‘customer loyalty programmes’ effective from period commencing 1 july 2008 applies to customer loyalty 
award credits that an entity grants to its customers as part of sales transaction
  ifric 16 ‘hedges of a net investment in a foreign operation’ effective 1 october 2008 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
the impact on the group‘s financial statements of the future adoption of the 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 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 44
1  accounting policies continued
consolidation
the consolidated financial statements incorporate the financial statements of the company and of its subsidiaries 
together with the group’s share of the results of its joint venture 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 joint ventures are defined as where the group has joint control and 
are accounted for using the equity method of accounting
intercompany transactions balances and unrealised gains on transactions between group companies are eliminated 
unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred
disposals to 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
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 functional and 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 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
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 recognised in the income statement as part of the gain or 
loss on sale sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 45
1  accounting policies continued
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 based on the number of hours worked by a contractor
revenue for permanent placements is recognised when candidates commence employment
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 therefore no 
additional business segment information is required to be provided the group operates in two geographic segments 
secondary segment being the united kingdom and europe and the rest of the world
dividends
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
property plant and equipment
property plant and equipment is stated at historical cost less 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
furniture fittings and equipment 20 per annum
computer equipment 3333 per annum
motor vehicles 3333 per annum
leasehold improvements 20 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 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 46
1  accounting policies continued
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
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 when incurred
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
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 available for use of the system over their expected useful lives not exceeding 
five years
research expenditure is recognised as an expense 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 discount rate derived from the group’s cost of capital sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 47
1  accounting policies continued
significant judgements and estimates
in determining and applying accounting policies judgement is often required where the choice of specific policy 
assumption or accounting estimate to be followed could materially affect the reported results or net position of the group 
should it later be determined that a different choice be more appropriate
management considers the following to be areas of significant judgement and estimation for the group
i the determination of the carrying amount of capitalised software and systems development costs and assets under 
construction with related amortisation estimation of useful economic life and recoverability of such assets is deemed 
to be judgmental the costs capitalised during the year amounted to £33m 2007 £74m see note 10
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
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
financial assets
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
trade and other receivables
t rade accounts receivable are recorded at amortised cost 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 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 48
1  accounting policies continued
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 instruments 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
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
trade and other payables
t rade and other payables are stated at amortised 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 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 49
1  accounting policies continued
t axation
corporation tax expense represents the sum of the tax currently payable and deferred tax interest and penalties relating 
to tax are also included in income tax expense
the tax currently payable is based on taxable profits for the year 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
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 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 50
1  accounting policies continued
employee benefit trusts
the employee benefit t rusts “ebt” were funded by gifts from certain of the group 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 plans 
“l tip”
sharebased compensation
the shares in the ebt are held for awards and grants under the employee share award share option schemes and l tip 
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
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 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 51
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
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
revenue
united kingdom  386934 369735 486944 479521
europe and rest of world  244586 152963 144576 43177
  631520 522698 631520 522698
gross profit
united kingdom  121566 123321 144975 147459
europe and rest of world  97373 59344 73964 35206
  218939 182665 218939 182665
operating profit
operating profit before exceptional items
united kingdom    27372 44472
europe and rest of world    29438 7785
    56810 52257
exceptional items note 3
united kingdom    1957 –
    54853 52257
 total assets capital expenditure
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
united kingdom  124817 155898 4806 12811
europe and rest of world  61687 20395 1396 1263
  186504 176293 6202 14074 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 52
2  segmental analysis continued
the following segmental analyses by brand recruitment classification and by discipline being the profession 
of candidates placed have been included as additional disclosure over and above the requirements of ias 14 
‘segment reporting’
 revenue gross profit
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
brand
computer futures solutions  174838 148096 63081 53850
huxley associates  160918 134374 60428 50746
progressive  127911 95067 43462 31688
real resourcing  49713 34005 15443 10364
pathway  45026 45279 13426 11595
others  73114 65877 23099 24422
  631520 522698 218939 182665
recruitment classification
contract  525531 429121 113098 89143
permanent  105989 93577 105841 93522
  631520 522698 218939 182665
discipline
information  communication technology  535164 469883 168465 150139
others 
1
  96356 52815 50474 32526
  631520 522698 218939 182665
1
 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 30 november 2008
sthree plc 5 53
3  administrative expenses
a exceptional items
exceptional items are those items which because of their size incidence or nature are disclosed to give a proper 
understanding of the underlying results for the period items classified as exceptional are as follows
      30 november 2 december
    2008 2007
    £’000 £’000
exceptional items — charged to operating profit
exchange loss on settlement of financial instruments    1957 –
exceptional items — before taxation    1957 –
during the prior period some complex financial instruments transactions were undertaken to mitigate certain foreign 
currency exposures these have resulted in a £20m loss arising when a series of equal and opposite positions were 
taken during this 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 which accounted for 45 of gross profit in 2008 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 financial instruments which 
the board believes are not appropriate for the group going forward sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 54
sthree plc
notes to the financial statements
year ended 30 november 2008
3  administrative expenses continued
b administrative expenses – other
operating profit is stated after chargingcrediting
      30 november 2 december
    2008 2007
    £’000 £’000
net trade receivables provision releasecharge note 13    697 1814
depreciation    2767 2237
amortisation of intangible assets
— software and systems development cost    2301 1019
— t rademarks    6 6
— computer software    821 499
unrealised losses on financial instruments    – 999
foreign exchange gains    4447 2241
profit on deemed disposal of subsidiary
1
    – 855
staff costs note 4    124564 92884
loss on disposal of property plant and equipment    – 46
operating lease charges
— motor vehicles    2410 1914
— land and buildings    11202 4762
1
 profit on deemed partial disposal relates to shares issued by a subsidiary of the sthree group and sold to third parties
during the year the group including its overseas subsidiaries obtained the following services from the group’s auditors at 
the costs detailed below
      30 november 2 december
    2008 2007
amounts payable to pricewaterhousecoopers    £’000 £’000
fees payable to the company’s auditor for the audit of parent   
and consolidated financial statements    173 165
fees payable to the company’s auditor and its associates for other services
— the audit of the company’s subsidiaries pursuant to legislation  313 197
— other services pursuant to legislation    55 45
— other assurance services    165 42
— t axation advice    350 167
— other services    47 24
costs charged to operating profit    1103 640
  sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 55
4  directors and employees
staff costs and numbers consist of
      30 november 2 december
    2008 2007
    £’000 £’000
wages and salaries including bonuses    107530 77991
social security costs    14500 10866
pension costs    519 298
t emporary staff costs    1357 3382
cost of employee share options and awards    658 347
    124564 92884
the average number of employees including directors during the year was
      30 november 2 december
    2008 2007
    number number
geographic analysis
united kingdom
— sales    996 973
— nonsales    498 416
    1494 1389
europe and rest of world
— sales    599 372
— nonsales    64 25
    663 397
    2157 1786
included in the headcount numbers above is a total of 56 2007 64 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 auditable part
the company had an average of 4 2007 3 employees in the year to 30 november 2008 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 56
5  finance income and cost
    30 november 2 december
    2008 2007
    £’000 £’000
finance income
bank interest receivable    25 6
    25 6
finance cost
bank loans and overdraft    827 1985
    827 1985
net finance cost    802 1979
6  t axation
a analysis of tax charge for the year
    30 november 2 december
    ordinary exceptional 2008 2007
  activities items total total
  £’000 £’000 £’000 £’000
current taxation
uk
corporation tax at 28 2007 30 on profits for the year  12592 876 11716 12646
adjustments in respect of prior periods  33 – 33 –  
overseas
corporation tax on profits for the year  5857 – 5857 2778
adjustments in respect of prior periods  – – – 278
t otal current tax chargecredit  18482 876 17606 15702
deferred taxation
origination and reversal of temporary differences  1193 282 911 473
adjustments in respect of prior periods  216 – 216 571
schedule 23 deferred tax credit in respect of unexercised  
employee share awards and options  264 – 264 32
impact of change in uk tax rate  – – – 205
t otal deferred tax creditcharge  1673 282 1391 807
total income tax chargecredit in the income statement  16809 594 16215 16509 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 57
6  t axation continued
b reconciliation of the effective tax rate
the group‘s tax charge for the year ended 30 november 2008 exceeds the uk statutory rate and can be reconciled as 
follows
 30 november 2008 2 december 2007
    £’000  £’000 
profit before taxation  54051  50324
profit before tax multiplied by standard rate of corporation  
tax in the uk of 28  15134 28 15097 30 
effects of
disallowable items and other timing differences  283 – 679 1
net difference between ifrs 2 charge and schedule 23  
deferred tax credit  – – 70 –
higher tax rates on overseas earnings  959 2 19 –
utilisation of tax losses brought forward  235 – – –
unrelieved overseas losses net of deferred tax  23 – – –
adjustment due to uk tax rate change  280 – – –
adjustment to tax in respect of previous periods  183 – 849 2
remeasurement of deferred tax change in uk tax rate  – – 205 –
t ax expense and effective tax rate  16215 30 16509 33 
c current and deferred tax movement recognised directly in equity
      30 november 2 december
    2008 2007
    £’000 £’000
current tax
equity settled employee share options    1043 8258
deferred tax
equity settled employee share options    1297 7597
    254 661
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 
30 november 2008 a deferred tax asset of £08m 2007 £18m has been recognised in respect of this note 18 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 58
7  dividends
      30 november 2 december
    2008 2007
    £’000 £’000
amounts recognised and distributed to shareholders in the year
equity
interim dividend of 31p per ordinary share    4101 –
dividend paid of 62p per ordinary share 2007 48p    7903 6345
    12004 6345
amounts proposed
interim dividend for the period ended 1 june 2008 40p 2007 31p   4738 4101
final dividend of 80p 2007 62p per ordinary share for the year ended 30 november 2008  9280 7903
an interim dividend of 31 pence per ordinary share for the six months ended 3 june 2007 was paid on 7 december 2007 to 
shareholders on record at 9 november 2007
the dividend of 62 pence 2007 48 pence per ordinary share for the year ended 2 december 2007 was paid on 9 june 
2008 to shareholders on record at 2 may 2008 
an interim dividend of 40 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 proposed final dividend for the year ended 30 november 2008 of 80 pence 2007 62 pence per ordinary share will 
be paid on 8 june 2009 to shareholders on record at 1 may 2009 if approved on 24 april 2009 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 59
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
      30 november 2 december
    2008 2007
    £’000 £’000
earnings
profit after taxation excluding exceptional items    39199 33815
minority interest    1958 1167
adjusted profit for the year attributable to the equity holders of the company excluding  
exceptional items    37241 32648
effect of exceptional items net of tax    1363 –
profit after taxation attributable to equity holders of the company   35878 32648
    millions millions
number of shares
weighted average number of shares used for basic eps    1247 1298
dilutive effect of share plans    30 59
diluted weighted average number of shares used for diluted eps   1277 1357
    pence pence
basic
basic earnings per share    288 252
adjusted basic earnings per share excluding exceptional items    299 252
diluted
diluted earnings per share    281 241
adjusted diluted earnings per share excluding exceptional items   292 241
all earnings are derived from continuing operations sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 60
9  property plant and equipment
 it  leasehold fixtures and motor
 hardware improvements fittings vehicles total
 £’000 £’000 £’000 £’000 £’000
cost
at 30 november 2006 6919 2001 1499 221 10640
additions 2248 1458 1297 170 5173
disposals 94 67 37 69 267
exchange difference 71 20 36 – 127
at 2 december 2007 9144 3412 2795 322 15673
additions 919 821 454 147 2341
reclassification 72 – – – 72
exchange difference 289 275 156 – 720
at 30 november 2008 10424 4508 3405 469 18806
depreciation
at 30 november 2006 5580 716 688 98 7082
charge for the year 1248 507 437 45 2237
disposals 90 46 25 30 191
exchange difference 50 5 11 – 66
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
net book value
at 30 november 2008 2063 2610 1628 274 6575
at 2 december 2007 2356 2230 1684 209 6479
  sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 61
10  intangible assets
    software and
    system
  assets under computer development
 goodwill construction software cost trademarks total
 £’000 £’000 £’000 £’000 £’000 £’000
cost
at 30 november 2006 206051 2361 406 619 63 209500
additions 18 2372 1536 4993 – 8919
reclassification – 2361 – 2361 – –
at 2 december 2007 206069 2372 1942 7973 63 218419
additions 830 3305 515 33 8 4691
reclassification – 5038 107 4859 – 72
at 30 november 2008 206899 639 2564 12865 71 223038
amortisation and impairment
at 30 november 2006 205687 – 304 90 43 206124
charge for the year – – 499 1019 6 1524
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
net book value
at 30 november 2008 1212 639 940 9455 16 12262
at 2 december 2007 382 2372 1139 6864 14 10771 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 62
10  intangible assets continued
goodwill
goodwill has been recognised after the purchase of a
a  15 minority interest holding in jobboard enterprises limited increasing the group’s share of identifiable net assets 
from 80 to 95
b  18 minority interest holding in new wave resourcing limited increasing the group’s share of identifiable net assets 
from 82 to 100
c  10 minority interest holding in strategic resource group limited increasing the group’s share of identifiable net 
assets from 90 to 100
the total amount paid to increase the group’s holding in the above companies was £11m
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
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 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
the group brought into use a new enterprise resource planning ‘erp’ system during the prior year the group also 
begun 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 investment to enable integration of web portals with candidate cv details this allows 
the contractors to file online time sheets and also enables the development of a candidateclient management system 
the group also developed and configured human resource payroll and business consolidation modules within the erp 
system sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 63
11  investments in subsidiaries
 shares 
 in subsidiaries
 £’000
cost
at 30 november 2006 243503
capital contribution relating to share based payments ifrs 2 347
additions 131
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
provision for impairment
at 30 november 2006 46950
reversal of impairment 37352
at 2 december 2007 9598
at 30 november 2008 9598
net carrying value
at 30 november 2008 237117
at 2 december 2007 234383
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 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 management’s annual review procedures 
have identified a reversal of the impairment provision of £nil 2007 £374m to the company’s income statement the pretax 
discount rate applied to projected future net cash flows to arrive at the valuation was 128 2007 116
ifrs 2 also requires that any options or awards granted to employees of a subsidiary company will increase the carrying 
value of the investment held in 2008 the group has recognised an increase in the investments in its subsidiaries of 
£07m 2007 £03m relating to these share options and awards
in 2008 the additions in the investment relate to the following
•
  investment in ordinary share capital of £1m in sthree uk holdings limited and sthree overseas holdings limited to 
acquire the group’s holding of 100 of their share capital
•
  purchase of an additional 15 of jobboard enterprises limited and 18 of new wave resourcing limited for £07m 
which increased the group’s holding to 95 and 100 respectively of their share capital sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 64
11  investments in subsidiaries continued
•
  purchase of an additional 10 of strategic resource group limited for £04m which increased the group’s holding from 
90 to 100 of its share capital
investments comprise the following principal subsidiary companies
    shareholding country of
   note 2008 2007 incorporation principal activity
sthree australia pty limited ii 100 100 australia it recruitment
computer futures solutions nv i 100 100 belgium it recruitment
huxley associates belgium nv ii 100 100 belgium it recruitment
progressive belgium nv ii 100 100 belgium it recruitment
computer futures solutions sas i 100 100 france it recruitment
progressive sas  82 82 france it recruitment
computer futures solutions gmbh i 100 100 germany it recruitment
huxley associates gmbh i 100 100 germany it recruitment
progressive gmbh i 80 80 germany it recruitment
sthree limited ii 100 100 hong kong finance recruitment
computer futures solutions limited i 100 100 ireland it recruitment
computer futures solutions bv i 100 100 netherlands it recruitment
computer futures solutions nederland bv i 100 100 netherlands it recruitment
huxley associates banking and finance bv i 75 75 netherlands finance recruitment
huxley associates bv i 70 70 netherlands it recruitment
huxley associates nederland bv i 70 70 netherlands it recruitment
jobboard enterprises bv i 100 100 netherlands it recruitment
progressive bv i 100 100 netherlands it recruitment
progressive nederland bv i 80 80 netherlands it recruitment
sthree holdings bv i 100 100 netherlands it recruitment
sthree pte ltd ii 100 100 singapore it recruitment
computer futures solutions limited i 100 100 uk it recruitment
huxley associates banking  finance limited  70 70 uk it recruitment
huxley associates belgium limited ii 100 100 uk it recruitment
huxley associates france limited  100 100 uk it recruitment
huxley associates international limited i 100 100 uk it recruitment
huxley associates limited i 100 100 uk it recruitment
jobboard enterprises limited a 95 80 uk it recruitment
madison black limited  80 80 uk it recruitment
orgtel contract limited  78 78 uk it recruitment
orgtel limited  80 80 uk it recruitment
pathway resourcing limited i 100 100 uk it recruitment
pathway resourcing dubai limited ii 100 100 uk it recruitment
real resourcing limited i 100 100 uk it recruitment
sthree management services limited  100 100 uk management services
staff search group limited  98 98 uk it  human resource 
     recruitment
sthree overseas holdings limited ii 100 – uk holding company
sthree uk holdings limited i 100 – uk holding company
strategic resource group limited b 100 90 uk it recruitment
huxley associates finance resourcing inc  70 70 usa finance recruitment
huxley associates inc  100 100 usa it recruitment
resourcing services inc ii 100 100 usa it recruitment
resourcing services usa inc ii 100 100 usa it recruitment sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 65
11  investments in subsidiaries continued
a  during 2008 the company acquired a 15 2007 0 interest in the equity of the company noted above the minority 
interest is entitled to 5 2007 20 of the voting rights but only 25 2007 10 of the dividend declared
b  during 2008 the company acquired a 10 2007 0 interest in the equity of the company noted above the minority 
interest is entitled to nil 2007 20 of the voting rights and nil 2007 10 of the dividend declared
group reorganisation
during the year the group reorganised the corporate structure and two new holding companies sthree uk holdings 
limited and sthree overseas holding limited were incorporated sthree uk holdings limited incorporated or purchased 
the share capital in a share for share exchange of a number of subsidiaries noted i above sthree overseas holdings 
limited incorporated or purchased the share capital in a share for share exchange of a number of overseas subsidiaries 
noted ii above 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  investment in joint ventures
during 2008 the group acquired the remaining third party interest in its joint venture all the jobs ltd from interactive 
prospect t argeting ltd for consideration of nil no goodwill arose on this transaction as the consideration paid was equal to 
the net asset value acquired
the primary activity of all the jobs ltd is recruitment advertising through the medium of the internet in 2007 the group’s 
share of the results of the joint venture and of its assets were included as part of the group’s consolidated income 
statement and consolidated balance sheet respectively
investments in joint ventures     2008 2007
at 2 december 200730 november 2006    135 89
share of results after tax    – 46
dividends paid to the group    135 –
purchase of remaining 3rd party interest by the group    – –
at 30 november 20082 december 2007    – 135
group’s share of results of joint ventures     2008 2007
revenues    – 46
profit after tax    – 46
net assets and liabilities of joint ventures     2008 2007
t otal assets    – 339
t otal liabilities    – 69 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 66
13  trade and other receivables
 group company
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
current
t rade receivables  104675 113850 56 12
less provision for impairment of trade receivables  2772 4226 – –
net trade receivables  101903 109624 56 12
other receivables  1228 2754 2258 1532
prepayments and accrued income  36806 38707 60 480
  139937 151085 2374 2024
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 to be 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
 group company
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
the following table shows the development of allowances on receivables
allowances at start of financial year  4226 3072 – –
charge for the year  1321 2951 – –
amounts written down during the year  757 660 – –
amounts recovered during the year  2018 1137 – –
allowances at end of financial year  2772 4226 – – sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 67
14  current tax liabilitiesassets
the current tax liability of £108m 2007 £49m for the group and the current tax assets of nil 2007 £03m for the 
company represent current tax payablerecoverable relating to current and prior periods respectively
15  trade and other payables
 group company
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
current
t rade payables  30261 22806 98 1591
amounts due to group companies  – – 63791 6051
other taxes and social security  5945 3061 – –
other payables  4697 5721 – 1224
accruals  40343 41592 2487 1352
  81246 73180 66376 10218
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 the rate of 675 for sterling denominated balances and at 1 
above the local base rate for other currencies sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 68
16  financial liabilities
 group company
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
bank overdraft  – 267 1167 1809
bank borrowings  – 1000 – 1000
  – 1267 1167 2809
the overdraft shown above is repayable on demand or otherwise within one year the carrying amounts of the group’s 
borrowings are denominated in sterling
a flexible invoice financing arrangement is in place with the royal bank of scotland group rbs until 25 february 2010 
under this arrangement the group is able to borrow up to £50m with a committed facility of £20m funds borrowed under 
this facility bear interest at the rate of 075 above the rbs base rate
i maturity profile of bank overdrafts and loans
 group company
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
within 1 year or on demand  – 1267 1167 2809
ii interest rate risk profile of bank overdrafts and loans
the interest rate risk profile of bank overdrafts and loans are as follows
 group company
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
floating rate – overdraft  – 267 1167 1809
– borrowings  – 1000 – 1000
  – 1267 1167 2809
the floating interest rate incurred by the group during the year fluctuated between 375 and 678 sthree plc 5 69
sthree plc
notes to the financial statements
year ended 30 november 2008
17  provisions for liabilities and charges
   property other total
   £’000 £’000 £’000
at 30 november 2006   672 4952 5624
chargedreleased to the income statement   146 2268 2122
at 2 december 2007   818 2684 3502
chargedreleased to the income statement   470 105 365
at 30 november 2008   1288 2579 3867
      30 november 2 december
    2008 2007
currentnoncurrent analysis    £’000 £’000
current liabilities    332 250
noncurrent liabilities    3535 3252
    3867 3502
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 will crystallise as follows
      30 november 2 december
    2008 2007
    £’000 £’000
within one year    332 250
one to five years    713 390
after five years    243 178
    1288 818
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 the 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
sthree plc 5 69 sthree plc 5 70
sthree plc
notes to the financial statements
year ended 30 november 2008
18  deferred tax asset
  european
 excess tax contractor sharebased
 depreciation liabilities payments other total
group £’000 £’000 £’000 £’000 £’000
at 30 november 2006 679 1486 9410 116 11459
chargecredit to income statement for the year 1040 774 32 975 807
charge to equity for the year – – 7597 – 7597
exchange differences – – – 3 3
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
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 £39m 2007 £15m in respect of overseas territories a deferred tax asset in respect of these 
losses has been recognised on consolidation
unremitted earnings
as at 30 november 2008 unremitted earnings of overseas group companies amounted to £88m 2007 £61m 
unremitted earnings may be liable to some overseas tax and uk tax after allowing for double taxation relief if they were 
to be distributed as dividends however no tax is expected to be payable on them because as at the balance sheet date 
there are no plans to remit these earnings therefore no provision for tax in respect of possible future remittances has been 
made
   sharebased
   payments other total
company   £’000 £’000 £’000
at 30 november 2006   2319 – 2319
credit to income statement for the year   – 610 610
charge to equity for the year   1664 – 1664
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
sthree plc 5 70 sthree plc 5 71
sthree plc
notes to the financial statements
year ended 30 november 2008
19  share capital
a share capital
 30 november 2008 2 december 2007
  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 30 november 2006 137991170 1380 – 878 2258
repurchase of own shares 200000 2 2 – –
issue of share capital — l tip 474993 5 – – 5
issue of share capital 11000 – – – –
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
capital redemption reserve
during the year ended 30 november 2008 the group purchased 16613387 2007 200000 of its own shares for 
cancellation on the london stock exchange the average price paid per share amounted to 1880994p 2007 1940845p 
and the total consideration paid was £31249681 2007 £388000
share issue
share options that were issued in november 2000 were satisfied in the current period with a new issue of 59000  
2007 11000 ordinary shares 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
sthree plc 5 71 sthree plc 5 72
sthree plc
notes to the financial statements
year ended 30 november 2008
19  share capital continued
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 on exercise 59000 2007 11000 of these options were satisfied by 
the issue of new ordinary shares and nil 2007 2500 were settled by the employee benefit t rust
  number    number    
  of options    of options    
  outstanding    outstanding  exercise  
year of 1 december granted exercised lapsed 2 december  price  exercise
grant note 2006 in year in year in year 2007 per share period
2000 a 94000 – 12500 – 81500 1p 20002010

2002 b 7000 – 1000 – 6000 1p 20022012

2004 c 4000 – – – 4000 1p 20042014

2007 d – 474993 – 5134 469859 – 20072017
  105000 474993 13500 5134 561359
  number    number    
  of options    of options    
  outstanding    outstanding  exercise  
year of 3 december granted exercised lapsed 30 november  price  exercise
grant note 2007 in year in year in year 2008 per share period
2000 a 81500 – 49500 – 32000 1p 20002010

2002 b 6000 – 5500 – 500 1p 20022012

2004 c 4000 – 4000 – – 1p 20042014

2007 d 469859 – – 100809 369050 – 20072017
2008 e – 1153352 – 22836 1130516 – 20082018
  561359 1153352 59000 123645 1532066
 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 will remain exercisable 
until 2010 36000 2007 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 will remain exercisable until 2012
c  all of these options became exercisable on 15 november 2005 and will remain exercisable until 2014
longterm incentive plan
  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 expected dividends 6 and a riskfree interest rate 
of 65
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 expected dividends 6 and a riskfree interest rate of 65
sthree plc 5 72 sthree plc 5 73
sthree plc
notes to the financial statements
year ended 30 november 2008
19  share capital continued
b share options continued
employee benefit trusts
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
1 december 2006       6602856
movement in the year l tip award  474993 
 optionsawards exercised 648986 173993
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
  l tip options are held in the trust as deferred shares until all conditions under option grant have been satisfied and the shares vest unconditionally 
with the employee
sthree plc 5 73 sthree plc 5 74
sthree plc
notes to the financial statements
year ended 30 november 2008
19  share capital continued
b share options continued
employee benefit trusts continued
options granted and awards to be settled by shares held in the ebt are as follows
  number of    number of  
  options    options  
  awards    awards  
  outstanding granted   outstanding  exercise 
year of  1 december awards exercised lapsed 2 december  price exercise
grantaward note 2006 in year in year in year 2007 per share period
2000 a 170099 – 107622 – 62477 1p 20002010

2004 b 438964 – 296949 1000 141015 1p 20042014

2004 c 40300 – 9500 1800 29000 1p 20042014

2004 d 5250000 – 207871 78162 4963967 1p 20042014

2005 e 3702 – 3702 – – na 20052015

2005 f 55929 – 23342 – 32587 £1 total 20052015

2007 g – 37200 – – 37200 – 20072017
  5958994 37200 648986 80962 5266246
 providing certain conditions have been met at the time of exercise
  number of    number of  
  options    options  
  awards    awards  
  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 92 912 3163782
 providing certain conditions have been met at the time of exercise
the weighted average market share price for shares exercised during the year was 163p 2007 408p
sthree plc 5 74 sthree plc 5 75
sthree plc
notes to the financial statements
year ended 30 november 2008
19  share capital continued
b share options continued
employee benefit trusts 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 30 november 2008 was 33891 2007 62477
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 30 november 
2008 was 54054 2007 141015
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 30 november 2008 was 13100 2007 29000
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 30 november 2008 was 2948647 2007 4963967
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 30 november 2008 was nil 2007 nil no further awards have been made during this financial year 
and therefore no income statement charges have been recognised during this financial year
sthree plc 5 75 sthree plc 5 76
19  share capital continued
b share options continued
employee benefit trusts continued unapproved share option scheme
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 30 november 2008 was 30000 2007 32587 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 
the group recognised a charge in accordance with ifrs 2 amounting to nil 2007 £113181 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 there are no share awards outstanding at the year end 2007 37200
h  on 15 october 2008 the directors made share awards over 226700 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 £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 84090
sthree plc
notes to the financial statements
year ended 30 november 2008
5 76 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 77
19  share capital continued
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 year the following awards have been made under the tracker share arrangements
tracker share awards made in july 2008
number of awards number of awards number of awards number of awards
outstanding as at created during bought back outstanding as at
2 december 2007 the year during the year 30 november 2008
– 941 nil
1
 941
1
  no awards were bought back during this financial year as normally an employee cannot offer his tracker shares for purchase by sthree plc until he 
has completed a preagreed period of employment for the july 2008 tracker share awards the weighted average preagreed period of employment 
is five years
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 the july 2008 tracker share awards was £127000 with 
proceeds in respect of individual awards ranging from £25333 to £1763467
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
20  results of holding company
of the results for the financial year a retained loss of £96m 2007 retained profit of £435m was recorded this is 
stated after an exceptional credit of £nil 2007 £374m arising from the reversal of an impairment charge previously 
recorded against the cost of investments in the company’s subsidiaries note 11 the directors have taken advantage of 
the exemption available under section 230 3 of the companies act 1985 and do not present an income statement for the 
company alone sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 78
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
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
t otal minimum operating lease payments due
within one year  1948 1789 11368 7047
one to five years  1582 1787 34606 27188
after 5 years  – – 15902 10761
  3530 3576 61876 44996
capital commitments
the group had contractual commitments of £04m 2007 £06m 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 30 november 2008 amounted to £42m 2007 £47m
guarantees
the group issued bank guarantees for commitments which amounted to £19m 2007 £03m
company
the company held no outstanding lease or capital commitments at the year end 2007 nil sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 79
22  cash and cash equivalents
 group company
    30 november 2 december 30 november 2 december
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
cash in hand and at bank  24584 4771 – 143
bank overdraft  – 267 1167 1809
  24584 4504 1167 1666
due to the group pooling arrangement an overdraft amount of £12m 2007 £18m in sthree plc is netted out against 
cash balances in group companies
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
      30 november 2 december
    2008 2007
    £’000 £’000
salaries and other shortterm benefits    3471 2790
fair value of share awards granted    455 253
postemployment benefits    78 69
t ermination benefits    438 –
    4442 3112 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 80
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
      30 november 2 december
    2008 2007
    £’000 £’000
 loans and advances given to and dividends received from subsidiaries
loans and advances given to subsidiaries    57740 25136
interest income received in respect of interest bearing loans and advances   666 335
dividend income received    197 10250
loans and advances received from subsidiaries
loans and advances received    – 24701
interest expense paid in respect of interest bearing loans and advances   6435 350
year end balances arising from transactions with subsidiaries
      30 november 2 december
    2008 2007
    £’000 £’000
amounts payable to subsidiary companies    63791 6051
24  subsequent events
the group does not have any post balance sheet events that require disclosure as at 30 january 2009 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 81
25  financial instruments and financial risk factors
financial risk factors
the group operates a centralised treasury function to manage the group’s funding requirements and financial risks in line 
with board approved treasury policies and procedures the group’s financial instruments comprise borrowings cash and 
liquid resources and various items such as trade debtors and trade creditors that arise directly from its operations
in previous years group t reasury also entered into derivative transactions principally currency swaps and forward 
currency contracts the purpose of these transactions was to manage the currency risks arising from the group’s 
operations and financing this year a series of equal and opposite positions were taken in order to reduce the group’s total 
exposure to financial instruments transactions to nil 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 group policy is not to hold or issue financial instruments for trading purposes the 
treasury function is managed as a cost centre and thus not engaged in speculative trading
the group has 46 derivative financial instruments open at the year end being the prior year derivative financial 
instruments and the current year neutralising positions
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 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 does not hedge either the translation of those profits or losses earned by its overseas operations or foreign 
exchange resulting from transactional exposure
  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 by a movement of more than 10 in terms of 
translational exposure amounts to an increase in profit before tax by £31m 2007 £15m if the euro weakened against 
sterling by more than 10 this would result in a decrease in profit before tax of £31m 2007 £15m the effect to 
equity would result in a movement of £37m
  where the group needs to transfer cash to and from other group companies with different reporting currencies it may 
use foreign exchange swap derivative financial instruments to manage the currency exposure that arises on these 
loans it is the group’s policy not to seek to designate these derivatives as hedges no such derivatives were held at the 
yearend sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 82
25  financial instruments and financial risk factors continued
i  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
  2008 2007 2008 2007
euro 07755 06784 08268 07116
us dollar 05198 05016 06518 04864
hong kong dollar 00667 00645 00841 00625
australian dollar 04561 04467 04265 04296
singapore dollar 03690 03283 04306 03359
b 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 16
  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 borrowing facility of £50m of which £20m is committed the group also 
has an uncommitted gross overdraft facility to meet day to day working capital requirements
  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 30 november 2008  £’000 £’000 £’000 £’000
within one year  81246 66376 – 1167
at 2 december 2007
within one year  73180 10218 1267 2809 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 83
25  financial instruments and financial risk factors continued
c 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 30 november 2008 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
  the sensitivity is lower in 2008 than in 2007 because of reduction in outstanding borrowings that has occurred as the 
entity’s debt has matured
d 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 £244m 2007 £10m
  t rade and other receivables of the group are analysed in the table below e 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 strong sme client base circa 7000 clients help to 
mitigate the risk of a 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 sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 84
25  financial instruments and financial risk factors continued
e 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 instruments
 group company group company
   2008  2007
  £’000 £’000 £’000 £’000
neither impaired nor past due  105288 2373 102249 2024
impaired net of valuation allowance  3600 – 11648 –
not impaired and past due in the following periods
within 30 days  21647 – 22328 –
31 to 90 days  7163 – 9987 –
61 to 90 days  2239 – 4873 –
over 90 days  – – – –
total  139937 2373 151085 2024
f price risk
  as part of the presentation of the market risks ifrs 7 requires disclosure on how hypothetical changes in risk variables 
affect the price of financial instruments important risk variables are stock exchange prices or indices as of 30 november 
2008 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 30 november 2008
sthree plc 5 85
25  financial instruments and financial risk factors continued
g  currency profile of financial assetsliabilities
 net foreign currency monetary assets
functional currency of group operations
    other
 sterling euro us dollars currencies total
at 30 november 2008 £’000 £’000 £’000 £’000 £’000
sterling – 6225 624 802 7651
euro 56 – – – 56
total 56 6225 624 802 7707
at 2 december 2007
sterling – 446 58 85 589
euro 50 – – – 50
total 50 446 58 85 639
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 and hong kong dollars sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 86
25  financial instruments and financial risk factors continued
h currency profile of financial assetsliabilities
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 fair value
at 30 november 2008  £’000 £’000 £’000 £’000
foreign currency swaps  – – – –
other foreign exchange derivative instruments  24567 – – –
t otal financial derivatives  24567 – – –
at 2 december 2007  £’000 £’000 £’000 £’000
foreign currency swaps  2406 50 – 50
other foreign exchange derivative instruments  30552 4883 3934 949
t otal financial derivatives  32958 4933 3934 999
  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 1 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 matures on 28 september 
2009 these resulted in a notional value of £246m these transactions are net settled
i hedges
  the foreign currency swaps and other foreign exchange derivative instruments outstanding at the prior year end 
are not part of a designated hedging relationship as defined by ias 39 but are designed to act as economic hedges 
of foreign currency exposures there were no other unrecognised or deferred gains or losses in respect of hedging 
instruments at the balance sheet date sthree plc
notes to the financial statements
year ended 30 november 2008
sthree plc 5 87
25  financial instruments and financial risk factors continued
j 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 88
sthree plc
five year financial summary
 30 november 2 december 30 november 30 november 30 november
 2008 2007 2006 2005 2004
 ifrs ifrs ifrs ifrs uk gaap
 £’m £’m £’m £’m £’m
turnover
geographic analysis
– by location of client
united kingdom 3869 3697 2957 2436 1844
europe and rest of world 2446 1530 976 715 580
  6315 5227 3933 3151 2424
– by location of operating company
united kingdom 4869 4795 3726 2990 2279
europe and rest of world 1446 432 207 161 145
  6315 5227 3933 3151 2424
gross profit
geographic analysis
– by location of client
united kingdom 1216 1233 989 795 565
europe and rest of world 974 594 366 250 194
  2190 1827 1355 1045 759
– by location of operating company
united kingdom 1450 1475 1186 922 665
europe and rest of world 740 352 169 123 94
  2190 1827 1355 1045 759
operating profit
before exceptional items 568 523 410 295 174
key performance indicators
 numbers numbers numbers numbers numbers
average headcount 2157 1786 1288 1037 808
permanent placements in financial year 10236 9568 7685 6023 4460
active contractors at year end 5745 5662 4719 4365 3735
 £ £ £ £ £
average placement fee — permanent 10355 9780 8563 7972 7407
average gross profit per day — contractors 7830 7142 6490 5840 5110
the comparative figures for 2004 have not been restated to reflect the adoption of ifrs which was adopted from 
1 december 2004 sthree plc 5 89
sthree plc
notes sthree plc 5 90
sthree plc
notes sthree plc 5 91
sthree plc
notes shareholder information
shareholders enquiries and electronic 
communications – wwwcapitaregistrarscom
shareholders with enquiries relating to their shareholding 
should contact capita registrars alternatively you may 
access your account via wwwcapitaregistrarscom 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 or  44 208 639 
3367 non uk or by registering online at
httpwwwcapitaregistrarscomshareholdersproducts
ecommunicationsasp
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 mailings direct from 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’the bank of new 
york bny act as both adr depositary bank  registrar for 
this facility for further information please visit bny’s website 
at wwwadrbnycom and search for the sthree profile page 
holders can also access their account with bny using the 
following contact details
the bank of new york
investor services
p o box 11258
church street station
new york ny 102861258
t oll free t el  for us domestic callers
1888bnyadrs
international callers 2128153700
for the issuance of adrs please contact
jason paltrowitz 
t el 1 212 815 2077 
fax 1 212 571 3050 
email jpaltrowitzbankofnycom
email shareownersbankofnycom
websites httpwwwstockbnycom
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 are charged at 60p per 
minute from a bt landline and charges from other telephone 
networks may vary
share dealing service
a share dealing service for the purchase or sale of shares in 
sthree plc is available through
hargreave hale limited
accurist house 44 baker street
london w1u 7al
t el 0207 0094900
fax 0207 0094999
att mark chadwick mchargreavecom
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 at the then market price any shareholder 
requiring further information on this should contact capita on 
uk 0871 664 0381 or nonuk 44 208 639 3402 or should 
email sharescapitaregistrarscom
 calls at 10p per minute plus network extras
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 20089
financial yearend – 30 november 2008
results announced – 2 february 2009
annual general meeting – 24 april 2009
exdiv date for final dividend – 29 april 2009
record date for final dividend – 1 may 2009
final dividend paid – 8 june 2009
interim results announced – mid july 2009
interim dividend paid – early december 2009


Summary:
 sthree plc 6
overview
2008 was by any standards an 
extraordinary year in particular the 
second half of the year was influenced 
by the enormous upheavals in global 
financial markets and the inevitable 
uncertainty that such events bring to 
the recruitment market place
given these exceptional 
circumstances it is pleasing to be 
once again in a position to report on 
another year of growth and significant 
further progress towards the group’s 
strategic objectives sthree ends 
the 2008 financial year a more 
international and more diversified 
business than at any time in its 
twentytwo year history
indeed the exceptional progress we 
made in our ongoing roll out of the 
sthree model into newer geographies 
and staffing segments was the 
highlight of the year under review 
the continued success of this well
established programme means that as 
of the year end the group generated 
59 of gross profit outside of the uk 
ict market our longest established 
franchise
given the robustness of our 
international business and our 
increasing success in growing our 
newer staffing segments we are 
confident that this trend is set to 
continue as time goes on the group’s 
exposure to the uk as a whole will 
inevitably decline as a percentage 
of the whole as we establish an ever 
more global platform that said 
we remain convinced that once an 
economic recovery is established 
even given its relatively mature 
nature the uk will once again 
represent both a substantial and 
growing marketplace for the group
given the events of the year 
geographic and segmental 
distinctions were even more 
important than usual in determining 
the scale of opportunities available 
to the group in line with this we 
were able to continue to invest 
substantially in the development of 
some teams whereas in other areas 
we were content to see consultant 
numbers decline in line with reduced 
demand
the overall impact was an increase 
in consultant headcount of 
approximately 186 – relatively 
modest growth by the standards of 
recent years 2007 c 423 the 
non uknon ict teams grew by a 
robust 42 on average whilst the uk 
ict headcount reduced over the year 
by 24 in the latter case we once 
again benefited from our unusually 
flexible workforce our lower fixed to 
variable remuneration and relatively 
young consultant demographic meant 
that right sizing was achieved almost 
exclusively through natural attrition
that said even in the worst affected 
parts of the market the group was 
able to keep its discipline in terms 
of the quality of the business it 
transacted and typically either 
preserved or improved margins the 
result of this was that across almost 
all markets and geographies we saw 
an overall improvement in average 
permanent recruitment fees and 
average contract gross profit per 
day rates as a consequence we are 
pleased to be able to report that both 
of these metrics reached record levels 
once again
we see our strength in both 
permanent and contract recruitment 
as a significant competitive 
advantage since the relative 
resilience of contract demand helps 
to mitigate the natural decline in 
permanent hires in more challenging 
markets given the current tough 
market conditions in the uk in 
particular we take confidence from 
the fact that the majority of our 
business in this geography is derived 
from the contract marketplace
during 2008 the group placed a great 
deal of emphasis on the importance 
of cash management it is pleasing 
to note that the group’s performance 
in this area was exemplary our 
days sales outstanding dso figure 
reduced to a record 43 days 2007 59 
with a meaningful improvement in the 
quality of the aged debtors alongside 
strong profitable trading this helped 
the group fund over £31m of share 
buybacks a substantially increased 
dividend and a growing contractor 
book despite these significant cash 
out flows the group ended 2008 with 
net cash of £246m 2007 £35m
the group’s very strong year end 
financial position and excellent cash 
generation characteristics give us 
great confidence for the future even in 
the event of further declines in market 
sentiment we believe we will be able 
to continue to manage the business 
for the longer term and afford to make 
investments for the future without 
compromising our need to manage 
the group prudently in line with the 
prevailing market conditions
group gross profit for the year 
improved by 198 to £2189m 
2007 £1827m with profit before 
tax and before exceptional items 
improving by 113 to £560m 2007 
£503m and profit before tax after 
exceptional items improving by 74 
to £541m 2007 £503m given the 
exceptionally challenging business 
environment we are pleased with this 
result which we believe validates both 
the group’s strategy and the quality of 
our staff and management
chief executive officer’s review 
year ended 30 november 2008   sthree plc 7
strategy
notwithstanding the very different 
market conditions experienced 
during 2008 the group’s strategy 
remained fundamentally unchanged 
we continued to roll out the sthree 
model internationally into markets 
with strong structural growth 
characteristics in parallel we looked 
to increase our exposure to a growing 
number of specialist staffing markets 
characterised by attractive supply and 
demand dynamics
we remained highly selective in terms 
of the type of business we pursued 
this meant once again rejecting the 
“high volume low margin” model 
instead favouring higher value 
transactions our nichewithin
niche approach underpins our strong 
margins and is a key element of this 
strategy as is our ongoing push to go 
further up the value chain by securing 
a greater percentage of senior level 
placements we also retained our 
preference for a broad client base to 
avoid being overly exposed to a limited 
number of influential clients our 
significant sme franchise helps us to 
mitigate this risk
our internal hiring strategy continued 
to be based on “grow our own” with 
an emphasis on taking on relatively 
young individuals early in their 
professional careers we then provide 
extensive training to transform 
raw potential into productive 
consultants and ultimately our future 
management and directors for 
the most able and entrepreneurial 
of these the possibility of equity 
participation through our minority 
interest mi programme remains an 
important incentive
our multibrand approach remains 
a key element of our model and 
the brand’s separate identities and 
specialist areas of expertise are an 
important market segmentation 
strategy however we increasingly 
look to maximise synergies and 
during the year saw a pleasing level 
of crosspollination within the group 
particularly in terms of talented 
individuals moving interbrand to 
pursue new opportunities
geographical expansion
at the end of 2008 the group operated 
a total of fiftyseven offices in ten 
countries during the year we added 
four new offices outside of the uk 
and one in the uk in aberdeen t wo 
of these international offices were in 
established countries huxley paris 
and madison black amsterdam with 
two others in entirely new locations 
for the group pathway dubai and 
progressive sydney the latter are 
both seen as platforms for further 
geographical expansion within their 
respective regions in h1 of 2009 we 
plan to open additional international 
offices in singapore hamburg 
frankfurt dusseldorf and marseilles
whilst it is exciting to note the 
increasingly global nature of the 
group it is worth commenting that 
much of the very strong non uk result 
was attributable to the performance 
of our longer established and far 
larger territories in mainland europe 
particularly germany and benelux
overall non uk gross profit growth 
accelerated slightly during the year 
improving by 641 to £974m 2007 
62 to £593m given that 2007 was 
a tough act to follow being itself an 
extremely strong year we believe this 
represents an excellent performance 
it is worth considering the fact that 
growth on this scale was achievable 
despite the eurozone not providing 
a strong economic tailwind during 
the year we believe this is testimony 
to the powerful structural growth 
dynamics that prevail in the specialist 
staffing markets of territories such as 
germany and france
by contrast the uk staffing market 
is far more mature this fact was 
compounded by the weakness in 
the uk economy and the impact 
on the already weak banking and 
finance market of the intensification 
of the banking crisis in the second 
half in these circumstances a gross 
profit of £1216m representing only 
a 14 decline against the previous 
year 2007 £1233m was an entirely 
acceptable result as we would 
expect the uk showed greater 
weakness within the permanent 
market than in contract with the latter 
market holding up reasonably well in 
the circumstances
sector expansion
the major investment that we made 
during 2007 to accelerate our growth 
into newer staffing segments was 
continued in 2008 the results were 
extremely encouraging in particular 
we saw a step up in the rollout of non 
ict segments into non uk territories 
we believe the combination of the 
two is a powerful one with to cite just 
one example the german engineering 
market having massive long term 
potential the result was a striking 
step forward in the growth of non ict 
chief executive officer’s review 
year ended 30 november 2008    continued sthree plc 8
gross profit during 2008 to a total of 
£505m representing a year on year 
improvement of 552 compared 
to the 333 increase posted the 
previous year
the performance of the non ict 
segment is all the more impressive 
when we consider that historically 
our largest non ict franchise has 
been the uk investment banking 
market which was down around 50 
in 2008 t aking up a good part of this 
shortfall was the investment banking 
market overseas which was perhaps 
surprisingly robust during the year in 
addition we saw strong performances 
from teams in areas such as public 
sector oil  gas pharmaceuticals and 
engineering
notwithstanding the successes 
referred to above the group’s non 
ict franchise is still a relatively young 
and underdeveloped element of the 
group’s activities and one which we 
believe has great future potential
staffing levels
growth in sales headcount is an 
integral part of the group’s strategy 
we look to staff our sales teams to 
the maximum level that the prevailing 
market opportunity and management 
bandwidth will sustain consistent 
with this in recent years sales 
headcount growth has been very 
significant
unsurprisingly 2008 saw a far more 
conservative growth with overall 
group headcount increasing by a total 
of 239 to 2274 as at 30 november 
2008 2007 2035 however this 
toplevel view disguises the fact that 
in those markets where demand 
remained robust we were still able 
to grow teams quite aggressively as 
such teams that address non uk and
or non ict areas grew by 42 during 
2008
conversely markets which saw major 
reduction in demand contracted 
sharply for example our uk ict teams 
ended the year 238 down and the 
uk banking segment rightsized by c 
45 in line with the further decline 
in that market our remuneration 
strategy is unashamedly “darwinian” 
and a survival of the fittest ethos 
applies we believe this inherent 
flexibility is a great strength of the 
business allowing us to react in “real 
time” to changes in the market 
conversely because we hire staff at a 
junior level and train them ourselves 
we can rebuild teams in anticipation 
of an upturn almost equally quickly
contractpermanent business 
mix
during the year the group recorded 
increases in both volume and 
value across both the contract and 
permanent sides of the business 
in 2008 we made a total of 10236 
permanent placements an increase 
of 70 on 2007 2007 9568 our 
year end total of contract runners was 
5745 compared to 5662 at the end 
of 2007 representing an increase of 
15
consistent with our strategy of 
focusing on good quality high margin 
business we were still able to post 
meaningful increases in value during 
the year our average permanent 
placement fee grew 59 to £10355 
2007 £9780 similarly the group’s 
contractors produced an average daily 
gross profit of £7830 2007 £7142 
representing a 97 increase
although advantageous fx 
movements explain some of these 
improvements even if we strip this 
effect out the underlying growth rates 
remain strong indeed it is interesting 
to note that even in the very tough uk 
market both the average permanent 
fee and the average contractor gross 
profit showed growth the former 
is all the more noteworthy when 
we consider that the percentage 
of bankingrelated fees in the mix 
typically significantly higher fees 
than average was substantially down 
yearonyear
the impact of a weaker uk permanent 
market and a strong performance 
from non uk contract business 
combined to impact the overall 
business mix in favour of contract at 
the end of 2008 the group was biased 
52 48 in favour of contract for 
the year ended 30 november 2008 
a change from the 51 49 ratio in 
favour of permanent that we saw at 
the end of 2007
brand analysis
in 2007 as in previous years we 
reported the four largest brands as 
being computer futures huxley 
progressive and pathway however 
real resourcing a brand not 
previously mentioned specifically 
had an outstanding 2008 as a result 
of its 481 increase in gross profit 
to £154m 2007 £104m it overtook 
pathway to become the 4th largest of 
the sthree brands
real resourcing’s achievement was 
all the more impressive considering 
that it currently has relatively limited 
exposure to our more buoyant 
overseas markets through its very 
recently established international 
office in amsterdam and its planned 
frankfurt office it does however have 
a strong uk public sector franchise 
and this certainly contributed to 
its exceptional performance for 
its part pathway posted growth of 
chief executive officer’s review 
year ended 30 november 2008    continued sthree plc 9
155 to £134m 2007 £116m with 
a significant contribution from its 
dubai operation helping to offset the 
relative weakness of its domestic ict 
business
computer futures which rebranded 
as fs group during the year was 
once again our largest brand with 
gross profit of £631m 2007 £539m 
representing a 171 increase on the 
previous year we see this as a very 
credible performance from our longest 
established business which benefited 
from the maturity of its international 
presence and improved returns 
from its newer non ict franchises 
in accountancy and hr during h1 
of 2009 this brand will add further 
offices in hamburg and marseilles
huxley although close behind stayed 
in second position with growth of 
191 resulting in gross profit of 
£604m 2007 £507m huxley’s 
performance was achieved despite the 
fact that it has the group’s greatest 
overall exposure to the investment 
banking market the impact of this 
was offset by its fast growing non 
uk business during the year huxley 
added to its network of international 
offices by opening a new operation in 
paris
progressive our third largest brand 
had an excellent year gross profit 
increased during 2008 by 372 to 
£435m 2007 £317m in common 
with huxley and computer futures 
fs group this was driven through 
an expanding international presence 
which will be further enhanced in 
2009 through office openings in 
singapore dusseldorf and dubai 
in progressive’s case it was also 
enhanced by the success of its oil  
gas franchise which led to the planned 
establishment of an aberdeen office 
to open in q1 of 2009 progressive 
opened in sydney during the year and 
will launch in singapore in q1 2009
overall the performance of the five 
largest brands resulted in an increase 
in their internal “market share” 
relative to the smaller group brands 
in aggregate they were responsible 
for 894 of the group’s gross profit 
compared to 866 in the previous 
year
outlook
we enter 2009 off the back of a 
very creditable 2008 performance 
achieved in exceptional 
circumstances the year was more 
challenging than we anticipated but 
the group still posted significant 
growth and we were able to continue 
to build the strategic platform for our 
future success
looking forward to 2009 we are not 
anticipating a meaningful change in 
market sentiment from that we saw 
in the latter part of 2008 as such we 
expect 2009 trading conditions to be 
more difficult overall than in 2008 and 
there is little doubt that the year in 
prospect will be the toughest we have 
experienced in some years
however we have a twenty twoyear 
track record of profitable trading and 
cash generation throughout the cycle 
and  a seasoned management team 
that has been through major market 
downturns in the past as a business 
we have been thoroughly stress 
tested on a number of occasions and 
have never been found wanting the 
group also benefits from a flexible 
workforce and an agile business 
model we start the year with a strong 
cash position and no debt
our substantial exposure to the 
contract market is a significant 
mitigating factor and a valuable ‘cash 
hedge’ in difficult market conditions 
each contractor ties up working 
capital therefore as contractor 
numbers reduce so working capital is 
released improving the group’s cash 
position that said we will continue 
to run the business with an emphasis 
on operational efficiency and prudent 
cost control we will not however 
cease to make sensible investments 
where appropriate or turn our back on 
opportunities where they arise
in summary we enter 2009 with our 
eyes open mindful of the risks and 
challenges ahead nonetheless we 
are confident that as a business we 
are particularly well suited to emerge 
from the current difficult period in 
excellent shape to take advantage 
of the inevitable market recovery 
whenever it may materialise
russell clements
chief executive officer
30 january 2009
chief executive officer’s review 
year ended 30 november 2008    continued