annual report  accounts 2013
robert walters plc
robert walters plc annual report  accounts 2013 strategic report
01 2013 highlights
02 robert walters at a glance
04 our business
06 our strategy
08 our people and culture
10 innovation and awards
12 chairman’s statement
14 chief executive’s statement
18 financial review
22 corporate responsibility statement
25 principal risks and uncertainties
directors’ report
27 directors’ report
29 directors and advisors
30 corporate governance statement
35 report of the audit committee
37 report of the remuneration committee
52 directors’ responsibility statement
53  independent auditor’s report to the members  
of robert walters plc
financials
56 consolidated income statement
56  consolidated statement of 
comprehensive income
57 consolidated balance sheet
58 consolidated cash flow statement
59 consolidated statement of changes in equity
60 statement of accounting policies
63 notes to the group accounts
76 company balance sheet
77 notes to the company accounts
79 our offices strategic report
robert walters
our core disciplines
• accounting  finance
• banking  financial services
• engineering
• human resources
• information technology
• legal
• sales  marketing
• secretarial  support
• supply chain  procurement
• recruitment process outsourcing
over the last 28 years robert walters has 
grown and so have our ambitions we now 
have 53 offices in 24 countries
businesses worldwide rely on us to find the 
very best specialist professionals to drive their 
business forward why because those same 
professionals trust us to manage their 
long‑term careers
2013 highlights
revenue
2012 £5678m
£5977m
net fee income
2012 £1884m
£1992m
operating profit
2012 £85m
£108m
profit before taxation
2012 £77m
£101m
basic earnings per share
2012 68p
84p
 robert walters plc 01
 annual report  accounts 2013 robert walters at a glance
other international
in 1994 our new york office 
established our presence in 
the us johannesburg opened 
in 1998 and são paulo opened 
in 2010 our newest offices in 
the region san francisco and 
dubai opened in 2012 and 
2013 respectively
offices
dubai
johannesburg
new york
rio de janeiro 
são paulo
san francisco
uk
the very first robert walters 
office opened in central 
london in 1985 today the 
group has a network of five 
offices across the country 
offices
birmingham 
guildford 
london 
milton keynes  
manchester
2307
employees 2012 2223
24
countries
53
offices
02 robert walters plc
annual report  accounts 2013 permanentcontract net fee income
permanent
2012 69
contract
2012 31
31

69

geographic net fee income
4
other int’l
2012 3
europe
2012 21
asia pacic
2012 50
uk
2012 26

21

46

29

europe
in 1988 we opened our first 
european office in belgium 
two years later amsterdam 
followed the group now has 
19 offices across europe
offices
amsterdam
brussels x3
dublin
düsseldorf
eindhoven
frankfurt
ghent
luxembourg
lyon
madrid
paris x3
rotterdam
strasbourg
zaventem
zürich
asia pacific
the group opened its first office 
in asia pacific in 1996 in sydney 
and has grown a marketleading 
presence across 11 countries
offices
adelaide
auckland
bangkok
beijing
brisbane
chatswood
ho chi minh city
hong kong
jakarta
kuala lumpur
melbourne
nanjing
osaka
parramatta 
perth
seoul
shanghai
singapore
suzhou
sydney
taipei
tokyo
wellington
 robert walters plc 03
 annual report  accounts 2013 our business
our mission
our mission is to be the world’s leading specialist 
professional recruitment consultancy with a clear 
differentiation based on the quality of service  
delivered to our clients and our candidates
our business
in what is an increasingly 
complex and ever‑ changing 
global recruitment market 
the group provides clients 
from the largest corporates 
through to smes and start 
ups with an end‑ to‑ end 
recruitment offering on 
a global basis 
the group provides specialist professional 
recruitment solutions covering the 
permanent contract and interim recruitment 
markets the group’s marketleading 
resource solutions brand provides 
recruitment process outsourcing services
the group’s international network of 53 
offices in 24 countries enables us to meet 
the demands of clients and candidates 
whose needs extend beyond local 
markets whilst our strong local 
foundations provide us with the 
ability to deliver unique local industry 
knowledge experience and insight
our business is all about the development 
of longterm and highquality relationships 
with our clients and candidates our 
industry is unique in that we have two 
very distinct but overlapping stakeholders 
– our candidates are our clients of the future 
and our clients are our potential candidates 
quality in terms of relationships and service 
levels integrity and professionalism are 
the group’s watchwords and we believe 
provide a clear point of differentiation for 
the robert walters group
our brands
specialist professional recruitment
permanent contract and interim recruitment across the core disciplines of 
accounting  finance banking  financial services engineering hr it  legal 
sales  marketing secretarial  support and supply chain  procurement
recruitment process outsourcing 
resource solutions is a market leader in recruitment process outsourcing 
and managed services provision solutions resource solutions designs 
and deploys tailored outsourcing solutions for clients across the globe
04 robert walters plc
annual report  accounts 2013 trusted 
relationships
our business is all about the 
development of longterm and 
highquality relationships with 
our clients and candidates our strategy
the group’s strategy for growth is centred on 
global expansion and discipline diversification
2 discipline diversification
    driving growth through 
the building of scale 
in existing disciplines 
and the launch of 
new disciplines
1 global expansion
    driving growth through 
expansion into new 
geographic locations 
growth is largely 
organic with the group 
having made only  
three market‑ entry 
acquisitions in its  
28 year history 
the group’s strategy ensures that the 
business has a wellbalanced international 
footprint covering both mature and 
developing recruitment markets 
underpinned by a blend of revenue 
streams that together provide resilience 
when economic conditions are tough but 
present an opportunity for rapid growth 
through operational gearing when 
economic conditions improve
there is no shortage of opportunities 
to enter new markets and develop new 
disciplines it’s always a question of timing 
and management a new market or new 
discipline must represent a longterm 
growth opportunity for the group and 
secondly the right management must be  
in place to ensure we effectively maintain 
and propagate our robert walters  
group culture
the group invests in new offices markets 
and disciplines on a longterm basis based 
on a clear business plan to ensure profits 
are generated quickly this longterm 
approach also means that we aim to 
maintain our presence in markets through 
close cost control when times are tough 
the group has successfully followed this 
strategic approach through the most recent 
global financial crisis and has been able to 
immediately benefit from even a marginal 
improvement in market conditions
brussels
1988
1990 
amsterdam
1985 
london
new york
1994
1996 
sydney
melbourne
1
hong kong
auckland
1997
1998
johannesburg
singapore
dublin
paris
tokyo
1999
2001
adelaide
2
brisbane
2
 
luxembourg
manchester
perth
2
guildford
2003
06 robert walters plc
annual report  accounts 2013 local senior management have the 
responsibility for identifying new market 
and new discipline opportunities and are 
required to present a clear business case 
to the board for approval the group has 
benefitted greatly over the years from early 
entry to new and developing recruitment 
markets where first mover advantage can 
be key – we feel we have the right blend 
of a structured due diligence process 
and speed and agility to maximise 
opportunities as and when they arise
2005 
birmingham
rotterdam
paris
4
eindhoven
kuala lumpur
lyon
wellington
brussels
4
2006
2007 
madrid
osaka
bangkok
paris
4
shanghai
3
strasbourg
suzhou
3
2008
2009 
brussels
4
zurich
zaventem
4
düsseldorf
são paulo
seoul
beijing 
2010
2011 
chatswood
ho chi minh
nanjing
jakarta
frankfurt
taipei
san francisco
rio de janeiro
milton keynes
parramatta
2012
2013
dubai
ghent
4
1 acquisition – tristar
2 acquisition – dunhill
3 acquisition – talent spotter
4
 
walters people
17
offices opened 
in last four years
27
offices with record net  
fee income during the year
 robert walters plc 07
 annual report  accounts 2013 our people and culture
our people are the lifeblood 
of our business and are 
critical to the successful 
delivery of the group’s 
strategy for growth
organic growth home‑ grown 
management and long‑ term careers
the longterm development and retention 
of homegrown management is critical  
to the success of the group we are 
extremely proud that many of our senior 
management team have been with us 
since joining as consultants and now lead 
some of our largest businesses across  
the globe
we offer structured sales and management 
training and development programmes 
for staff along with an internal mobility 
programme which encourages successful 
staff to move around the world we believe 
this is a key selling point of the group and 
is critical to attracting and retaining the 
highest calibre staff both locally and 
internationally to aid key senior staff 
retention we encourage senior 
management to participate in equity 
incentive programmes more details 
of which can be found on page 39
a non‑ commission and scalable  
team‑ profit share model
at the very core of the group’s culture 
is our teambased profitshare model 
which means that unlike the majority of 
our competition we do not pay individual 
commission this teambased profitshare 
approach ensures the needs of our clients 
and candidates come first and that our 
candidates are effectively marketed to 
a broad range of organisations
our culture is meritocratic with clear 
opportunities for progression and 
promotion based on performance 
our teambased model is scalable and 
means we are able to rapidly increase 
headcount to benefit from positive market 
conditions or conversely scale back in 
more challenging periods in the case 
of challenging market conditions whilst 
recognising that cost control is essential 
to protect shortterm profitability we 
do take a longerterm view and it is the 
group’s policy to maintain headcount 
wherever possible so as to ensure we are 
well positioned to benefit from a recovery 
productivity 
the group is always focused on the 
maximisation of the productivity of our 
consultants across the globe it is essential 
that new consultants disciplines and offices 
become productive and profitable as 
quickly as possible through the provision 
of training deskside management support 
efficient and effective systems and 
bestinclass marketing
12 yrs
average tenure of 
senior management
59
staff transferred internationally 
in the last three years
08 robert walters plc
annual report  accounts 2013 noncommission
at the very core of our culture 
is our teambased profitshare 
model we do not pay 
individual commission 
we place the needs of our 
clients and candidates first innovation and awards
we pride ourselves on 
being at the forefront of 
industry innovation and 
creativity it means doing 
things differently it’s at 
the heart of who we are 
we’re proud of what we’ve 
achieved so far but we 
don’t look back – we are 
always innovating 
resource solutions
we were the first recruitment consultancy to 
launch a recruitment outsourcing business 
in 1997 today resource solutions is 
a global business using its proprietary 
technology talentsource to shape our 
clients’ hiring strategy worldwide
global salary survey 
when it comes to thought leadership 
many profess to lead the way but we were 
the first to launch a global salary survey 
a comprehensive 500page guide to 
salaries and contract rates around the 
world the first edition was released in 
2000 and the book is now in its fifteenth 
year – recognised by our clients and 
candidates as the de facto barometer of 
salary trends 
recruitment intelligence
throughout the year we produce regular 
recruitment market reports and research 
on key recruitment topics recent papers 
include “social media in the recruitment 
process” and “managing your brand  
when hiring” our annual compensation 
and bonus surveys also serve as crucial 
decisionmaking tools for clients our  
jobs indices in asia and europe track 
advertising volumes to provide clients  
and candidates with key insights into  
the job market
the british  irish lions
our landmark sponsorship of the british 
 irish lions tour to hong kong and 
australia in 2013 was an industry first 
our partnership with one of the world’s 
most iconic brands matched our own 
values of professionalism integrity and 
teamwork articulating our values in this 
way has been part of our strategy to grow 
our brand presence and differentiating 
the group from our competitors
mobile
the salary checker 
today we’re leading the industry with a 
series of digital innovations we launched 
the first salary checker app for iphone 
but it’s not just about being first or 
innovating for innovation sake – it’s 
about capitalising on that advantage 
to differentiate our brand amongst 
our clients and candidates 
the salary checker now available on 
itunes and google play has received a 
total of 200000 downloads an average  
of 66000 a year the app has regularly 
been in the top 10 business apps and  
the number one business app in  
multiple countries
10 robert walters plc
annual report  accounts 2013 the manga interview guide
originally designed for japanese 
candidates the app’s quirky innovation 
has become popular across a number 
of countries the guide has been featured 
in a number of national polls including the 
daily telegraph’s top 100 must have apps 
and the guardian’s top 500 apps 
the job search app
our job search app was the first to  
allow candidates to apply for jobs without 
leaving the app – using their linkedin 
profile it’s the only global job search app 
allowing candidates to search for jobs  
in 12 languages across 24 countries 
 
 
 
mobile websites
we’re staying ahead of job seeker trends 
through our proactive digital strategy
three years ago less than 5 of our web 
traffic came from people using mobile 
devices now it’s almost 40 our mobile 
sites are specifically designed for job 
seekers on the move and everything 
can be done in the mobile environment 
unlike competitors’ mobile experience 
where candidates need to preregister 
from a desktop our mobile site allows 
candidates to apply for jobs immediately 
using their linkedin profile the site also 
contains a salary checker giving access  
to over 30000 roles types and salaries  
in 24 countries
japanese mobile site
mobile salary checker
awards
the group’s commitment to quality of 
service and innovation is reflected in the 
range of awards we’ve received across 
the globe below are just a selection 
of our recent wins
recruitment international awards 
best international recruitment firm
we earned praise from a panel of 
independent judges for our diversification 
strategy and international career 
management programme
recruitment industry awards  
best agency online services 
commended for our mobile app 
strategy including our manga interview 
guide and salary checker app 
federgon quality label for 
interim management
our belgian business was awarded  
this objective certification for the 
consistent quality of our interim 
management recruitment service 
audited by federgon and lloyds 
register quality assurance
human resources’ vendors 
of the year 2013 
over 1000 hr professionals voted 
robert walters’ singapore business 
‘hr vendor of the year’ the top award 
in the recruitment category the 
business was also voted number one 
preferred recruitment firm across all 
salary levels in excess of 60000  
per annum
job title
hong kong 
unit a 7f 
wah kit commercial centre 
302 des voeux road central
sheung wan hong kong
t  85228611882 
f  85228611336
kuala lumpur 
suite 117 11th floor 
bangunan yee seng 
15 jalan raja chulan 
50200 
kuala lumpur 
t  60 3 2072 0355 
f  60 3 2072 0395
singapore 
100c pasir panjang rd 
0501 see hoy chan hub 
singapore 118519
t  6564230329 
f  6564230117
human resources
vendor of the year 2012  branding development
black 70
cmyk 100100100 100
cmyk 070100 0
the brand logo proposal for human resources 
vendor of the year 2012 looks to represent itself as 
being stylish unique trendy and yet elegant in its 
visual image the development of the logo itself 
aims to represent the brand image as something 
bold and relevant targeting those in the human 
resource and talent management industry
the style of typography in the use of tits brand 
logo development is very much focused on how 
the proposed brand logo can be best represented 
in a variety of media usage both as a magazine 
cover as well as a an event branding it has both 
bold and thin usage of fonts in its branding that 
aims to highlight the uniqueness of the logo that 
shows strength and a degree of elegance 
the intials “voty” symbolises the unique qualities 
of the vendor award winner bold innovative and 
transparent the emphasis of the v in red reem
phasize those values as it stands out among others 
in the industry 
the italic nature of the “voty” gives out a brand 
message of “leaning forward” encompassing the 
very value of the branding qualities of the event 
and publication recognisable among its readers 
and participants
the use of red and black highlights the contrast in 
its brand image to fully highlight the signiﬁcance 
of the brand logo as being bold and strength it 
shows the seriousness of the brand logo in both in 
content and the mood of the event as such this 
proposal with a mixed of slants and upright design 
in its logotype aims to appeal to its target audience 
alike with its aim in driving up sales demand and 
brand awareness within the industry
 robert walters plc 11
 annual report  accounts 2013 chairman’s statement
i am very pleased to report 
that the group delivered 
a strong performance 
in 2013 increasing profit 
before taxation by 30 
41 against a backdrop 
of mixed global market 
conditions
revenue was up 5 7 to £5977m 
2012 £5678m and gross profit net fee 
income increased by 6 8 to £1992m 
2012 £1884m operating profit was up 
28 39 to £108m 2012 £85m and 
earnings per share increased by 24 to 
84p per share 2012 68p per share the 
group has further strengthened its balance 
sheet and had a net cash position of 
£186m as at 31 december 2013 
31 december 2012 £115m 
group headcount currently stands at 2307 
2012 2233 our strategy of maintaining 
our office network whilst selectively 
investing in new markets discipline 
diversification and resource solutions 
has ensured we are already benefitting 
from operational gearing as some of the 
group’s markets have begun to recover 
the group now has 53 offices in 
24 countries having opened 17 offices 
over the last four years during the year 
we have focused on maximising the return 
from this investment and as a result the 
group achieved an increase in recruitment 
productivity of 9 which we expect to 
continue to improve in the current year
in line with our progressive dividend policy 
the board will be recommending a 5 
increase in the final dividend to 386p per 
share which combined with the interim 
dividend of 154p per share will result in  
a total dividend of 54p per share  
2012 515p 
i would like to thank martin griffiths who 
retired from the board earlier this year for 
his seven years of service and extend a 
warm welcome to brian mcarthurmuscroft 
who joined the board in may 
finally i would like to thank all our 
staff across the globe for their efforts 
this year your hard work has once again 
underpinned the success of the business 
and also resulted in us being named 
international recruitment firm of the 
year by recruitment international
leslie van de walle
chairman
28 february 2014
 constant currency is calculated by applying prior 
year exchange rates to local currency results for the 
current and prior years
12 robert walters plc
annual report  accounts 2013 asia pacific
offices
adelaide
auckland
bangkok
beijing
brisbane
chatswood
ho chi minh city
hong kong
jakarta
kuala lumpur
melbourne
nanjing
osaka
parramatta 
perth
seoul
shanghai
singapore
suzhou
sydney
taipei
tokyo
wellington
23 offices
46

 net fee income chief executive’s statement
overall conditions 
for the period were 
mixed with some of 
the group’s markets 
showing clear signs of 
recovery whilst others 
remained challenging 
the last five years have been extremely 
tough for the recruitment industry but as 
demonstrated by this set of results the 
group continues to increase market share 
and has emerged from this period stronger 
than ever 
the group benefits from a diverse 
geographical discipline and sector 
business model and a wellrespected 
international brand we have built a 
wellbalanced blend of permanent and 
contract recruitment income streams  
and have successfully expanded our 
sector coverage beyond our traditional 
strength in financial services in resource 
solutions we have also created a market
leading and growing recruitment process 
outsourcing business 
we continue to be at the forefront of 
technology through our digital assets 
including our multiple marketleading 
mobile apps and our new multilingual 
mobile website we continue to innovate  
to deliver value to our clients and 
candidates in addition internally we  
have successfully completed the global  
roll out of a streamlined front office 
recruitment database 
review of operations
asia pacific 46 of net fee income
revenue was £2601m 2012 £2806m 
and net fee income decreased 1 
4 increase to £921m £974m 
2012 £934m delivering an operating 
profit increase of 1 11 to £72m 
£80m 2012 £72m
our marketleading business in japan 
delivered a record performance with the 
internationalisation of business driving 
strong demand for bilingual professionals 
our operation in malaysia goes from 
strength to strength and is a market leader 
in what is a rapidly developing recruitment 
market where we have a clear first mover 
advantage market conditions in 
singapore hong kong and china remain 
positive it’s also pleasing to report strong 
net fee income growth in our newer and 
smaller businesses in taiwan thailand 
south korea indonesia and vietnam
market conditions in australia the region’s 
largest market remain challenging with 
the resources sector affecting confidence 
levels across the wider economy our 
brisbane and perth offices were hardest 
hit however our offices in new south 
wales victoria and south australia were 
impacted to a lesser degree we have 
already taken steps to realign the business 
accordingly reducing headcount by 18
our investment in setting up resource 
solutions in asia continues to deliver net 
fee income growth with a number of new 
client wins during the period 
continued on page 16
30

increase in profit before taxation
 constant currency is calculated by applying prior 
year exchange rates to local currency results for the 
current and prior years
14 robert walters plc
annual report  accounts 2013 uk
offices
birmingham 
guildford 
london 
milton keynes  
manchester
5 offices
29

 net fee income uk 29 of net fee income
revenue was £2357m 2012 £1932m 
and net fee income increased by 15 to 
£572m 2012 £497m producing a sixfold 
increase in operating profit to £25m  
2012 £04m
in london financial services hiring 
activity remained generally muted however 
we continue to successfully diversify and 
develop our offering in areas such as legal 
it and most recently supply chain and 
procurement our regional recruitment 
businesses – manchester birmingham 
milton keynes and guildford – produced 
a particularly strong performance across 
all recruitment disciplines 
resource solutions in the uk had an 
excellent year both winning new clients 
and retaining existing business across 
both commerce and financial services 
europe 21 of net fee income
revenue was £939m 2012 £878m 
and net fee income increased 6 2 
to £420m £402m 2012 £396m 
producing an increase in operating 
profit to £13m £12m 2012 £12m
france the region’s largest business 
produced a robust performance growing 
market share in a country where market 
conditions have arguably been toughest 
net fee income growth rates were 
strongest across the group’s benelux 
operations with walters people our junior 
clerical recruitment business in particular 
the standout performer in germany we 
continue to grow net fee income strongly 
and we are seeing encouraging signs 
from our business in spain
other international 4 of net fee income
revenue was £80m 2012 £61m and 
net fee income increased by 38 44 to 
£79m £83m 2012 £57m producing an 
operating loss of £02m operating loss of 
£03m 2012 operating loss of £04m
other international comprises south africa 
the us brazil and the middle east our 
business in south africa had an excellent 
year growing net fee income strongly 
improving confidence in the us has helped 
boost activity levels in our new york office 
and the technology boom in san francisco 
shows no signs of abating in brazil 
market conditions remain difficult but our 
são paulo and rio de janeiro operations 
have delivered solid net fee income growth 
the group opened a new office in dubai 
our first in the middle east region 
current trading outlook
trading for the first two months of 2014 
has been encouraging whilst we are seeing 
definite signs of recovery in some of our 
markets others including major markets 
such as australia and france remain 
challenging the group is well positioned 
to continue to deliver enhanced profitability 
in line with current market expectations
robert walters
chief executive
28 february 2014
 constant currency is calculated by applying prior 
year exchange rates to local currency results for the 
current and prior years
chief executive’s statement continued
16 robert walters plc
annual report  accounts 2013 europe
offices
amsterdam
brussels x3
dublin
düsseldorf
eindhoven
frankfurt
ghent
luxembourg
lyon
madrid
paris x3
rotterdam
strasbourg
zaventem
zürich
19 offices
21
 
net fee income financial review
revenue
revenue increased 5 to £5977m 2012 
£5678m with 517 2012 516 of the 
annual total being generated in the second 
half of the year the group continues to 
focus on consultant productivity reducing 
headcount in areas of weak demand and 
hiring selectively in the areas of the 
business where recruitment activity 
levels are increasing
gross profit net fee income
net fee income is the total placement 
fees of permanent candidates the margin 
earned on the placement of contract 
candidates and the margin from 
advertising it also includes the 
outsourcing consultancy and payrolling 
margin earned by resource solutions
net fee income for the year increased by 
6 to £1992m 2012 £1884m net fee 
income was £1014m in the second half 
compared to £978m in the first half 2012 
1h £924m 2h £960m the increase in 
net fee income was due to growth in both 
the permanent robert walters divisions 
and the resource solutions business 
operating profit
operating profit increased by 28 to 
£108m 2012 £85m and administrative 
expenses were £1884m 2012 £1799m 
the principal reason for the 5 increase 
in costs was due to an increase of 4 in 
the group’s average headcount to 2273 
in 2013 up from 2193 during 2012
interest and financing costs
the group incurred a net interest charge 
for the year of £07m 2012 £07m the 
group has a £350m threeyear committed 
financing facility until november 2016 
at 31 december 2013 £110m was drawn 
down under this facility the group also 
has an outstanding loan of £05m which 
was used to finance the growth in working 
capital of our business in china this 
renminbidenominated loan is secured  
by cash deposits in hong kong and is 
repayable in instalments over four years 
more details are provided in note 13 
to the accounts
revenue for the group is 
the total income from the 
placement of permanent 
and contract staff and 
therefore includes the 
remuneration costs of 
contract candidates and 
the total cost of advertising 
recharged to clients it 
also includes outsourcing 
fees consultancy fees 
and the margin derived 
from payrolling contracts 
charged by resource 
solutions to its clients
6

net fee income
continued on page 20
18 robert walters plc
annual report  accounts 2013 other international
offices
dubai
johannesburg
new york
rio de janeiro  
são paulo  
san francisco
6offices
4
 
net fee income financial review continued
interest and financing costs continued
a foreign exchange loss of £01m arose 
during the year on translation of the 
group’s intercompany trading accounts 
and external borrowings 2012 loss  
of £01m
taxation
the tax charge in 2013 was £39m 2012 
£28m which gives an effective rate of 389 
2012 367 the tax rate is higher than 
the standard uk rate of 2325 due to the 
impact of adjustments to accounting profit in 
the tax calculation primarily higher rates of 
overseas taxation in japan australia and 
france and disallowable entertainment
earnings per share
basic earnings per share were 84p 
2012 68p and the weighted average 
number of shares for the year was 730m  
2012 712m
dividend and dividend policy
a final dividend of 386p 2012 368p per 
ordinary share is being proposed by the 
board together with the interim dividend 
of 154p 2012 147p per ordinary share 
paid in october 2013 the total dividend 
per share would amount to 54p 2012 
515p the final dividend if approved 
which amounts to £28m will be paid 
on 13 june 2014 to those shareholders 
on the register as at 23 may 2014
balance sheet
the group had net assets of £739m at 
31 december 2013 31 december 2012 
£715m including goodwill of £80m 2012 
£79m the increase in the group net 
assets of £24m comprises profit for the 
year of £62m credits relating to share 
schemes of £39m offset by dividends 
paid of £38m and currency movements 
of £52m
cash flow and net cash position
at 31 december 2013 the group had net 
cash balances of £186m 31 december 
2012 £115m cash inflow from operating 
activities was £192m 2012 £113m
the significant payments made from 
operational cash flow were £14m of fixed 
asset expenditure £28m of corporation 
tax payments £38m of dividends and 
£11m on computer software the group 
had positive cash flows from operations 
and is currently well placed to meet future 
working capital cash requirements 
surplus cash balances are invested  
with financial institutions with favourable 
credit ratings that offer competitive rates  
of return
subsidiary undertakings
the subsidiary undertakings principally 
affecting the profits or net assets of the 
group in the year are listed in note 10 
to the accounts
going concern
details on the directors continuing to 
adopt the going concern basis in preparing 
the accounts can be found on page 28
20 robert walters plc
annual report  accounts 2013 key performance indicators
kpi 2013 2012 definition analysis
net fee income £1992m £1884m net fee income is the total placement 
fees of permanent candidates the 
margin earned on the placement of 
contract candidates and the margin 
from advertising it also includes the 
outsourcing consulting and payrolling 
margin earned by resource solutions
net fee income grew by 6 with a further 
two offices opened during the year in line 
with the group’s strategy for growth across 
both existing and new markets
productivity £1614k £1483k productivity represents the total net fee 
income generated per fee earner
in 2013 productivity improved by 9 as 
the group capitalised on improving market 
conditions across many of our markets and 
especially in the uk
earnings per 
share
84p 68p earnings per share is defined as profit for 
the year attributable to the group’s equity 
shareholders divided by the weighted 
average number of shares in issue during 
the year
the increase reflects the increase in 
profitability of the group during the year
total 
shareholder 
return tsr
98 160 tsr is share price growth plus dividends 
attributable to shareholders over a 
threeyear period
the increase reflects the upturn in share 
price growth over the threeyear period 
ended 31 december 2013 albeit lower than 
the corresponding threeyear period ended 
31 december 2012
international mix 71 74 international mix represents the percentage 
of net fee income generated outside 
uk operations
there has been a 3 reduction in the 
international mix primarily due to the  
pace of the recovery of the uk business 
during 2013
debtor days 26 34 debtor days represents the length of 
time it takes the company to receive 
payments from its debtors it is 
calculated by reference to the number 
of days’ billings it takes to cover the 
debtor balance
tight control over debtor collection 
assists in reducing the overall risk profile 
of the business this has decreased and 
the overall position on recoverability is 
considered best in class
 robert walters plc 21
 annual report  accounts 2013 corporate responsibility statement
the board recognises its responsibilities in respect of social 
environmental and ethical see matters the board monitors 
all significant risks to the group including see risks which may 
impact the group’s short and longterm value during 2013 
no significant see risks were identified
i our people 
growing leaders for tomorrow
our people are the lifeblood of our business and our philosophy is 
one of providing continuous professional development and learning 
opportunities to all staff with the aim of growing our future leaders from 
within we are extremely proud that many of our senior management 
team across the globe started their careers with us as consultants 
and now manage businesses in different parts of the world 
training
employees participate in structured training programmes covering 
formal skills training through to ongoing mentoring from senior 
members of staff activities include
 – induction training including group values diversity 
the provision of highquality service levels to clients and 
candidates marketing hr and legal policies and procedures
 – consultant sales training modular core skills training 
programmes for consultants two to threeday courses spread 
over the first two years of a consultant’s tenure with the group
 – management training for both feeearning and support staff
 – leadership training and development courses for directors
international mobility
our international mobility programme is an important factor that 
underpins our strategy of international growth and diversification 
and enables us to replicate the group’s core values across our 
office network the programme offers successful feeearning 
and back office staff the opportunity to transfer to the group’s 
businesses overseas providing valuable international business 
exposure and opportunities to replicate best practice
ii ftse4good index
the group has held ftse4good status since 
2008 ftse4good index inclusion criteria covers 
a number of corporate responsibility themes such 
as environmental management climate change 
countering bribery and supply chain labour 
standards our continued inclusion in the index recognises that 
our policies and management systems enable us to address 
and mitigate key corporate responsibility risks
iii diversity
we are an equal opportunities employer and fully embrace the 
principles of diversity and equality we aim to provide a working 
environment and culture that recognises and values difference 
and believe that having a diverse workforce not only allows us to 
benefit from a variety of perspectives but also ensures we fully 
realise the group’s potential right across the globe
our diversity policy forms a critical part of our staff induction 
programme and all employees participate in our diversity workshops
diversity is as critical an issue for our candidate population and 
clients as it is for our own staff all candidates are encouraged to 
complete an equal opportunities form on registration the data from 
which is important to both the group and our clients to ensure we 
are introducing candidates from the widest possible talent pool 
and helping clients fulfil their own diversity programmes
during the year we were a member of the employers forum on 
disability the world’s leading employers’ organisation focused on 
disability as it affects business with the intention of ensuring the 
group is at the forefront of developments in diversity best practice
the group is also in the process of a clear assured assessment 
clear assured is a development programme designed to identify 
and remove barriers in policies processes and practices in 
recruitment which potentially exclude disabled people the clear 
assured process is an online self assessment undertaken by 
organisations with the objective of attaining full accreditation
in accordance with the companies act 2006 strategic report 
and directors’ report regulations 2013 the group has provided 
the following table on gender diversity
2013 2012
male female total male female total
board directors 6 1 7 6 1 7
senior managers
1
103 39 142 94 34 128
other employees 812 1312 2124 815 1234 2049
total 921 1352 2273 915 1269 2184
1 a senior manager is a person who has responsibility for planning directing or 
controlling significant activities within the group or who is strategically important 
to part of the group this will include any operating country or regional directors 
and functional heads of department
the board has a policy to encourage diversity including gender 
and this was a focus of the nominations committee during the 
current year from 1 january 2014 the board has a policy to 
ensure that there will be an equal gender quota for any future 
long list for a board appointment
iv employee communication and involvement
the group places considerable value on the involvement of its 
employees and has continued its best practice of keeping them 
informed on matters affecting them as employees and on the 
various factors affecting the performance of the group
 – biannual videocasts to all staff by the chief executive officer 
and chief operating officer
 – quarterly global newsletters and regular local business updates
 – top performers events international events for highperforming 
consultants and managers
the directors consider that the ability of employees to participate 
in the share ownership of the company is vital for the success 
of the group the group currently operates a number of share 
incentive schemes and details of the executive share option 
schemes are included in note 18 to the accounts
v human rights and ethical behaviour
the group respects all human rights and in conducting its business 
the group regards those rights relating to nondiscrimination fair 
treatment and respect for privacy to be the most relevant and to 
have the greatest potential impact on its key stakeholder groups 
of clients candidates employees and suppliers
the board has overall responsibility for ensuring the group 
upholds and promotes respect for human rights the group seeks 
to anticipate prevent and mitigate any potential negative human 
22 robert walters plc
annual report  accounts 2013 rights impacts as well as enhance positive impacts through its 
policies and procedures and in particular through its policies 
regarding employment equality and diversity
group policies seek both to ensure that employees comply with all 
applicable legislation and regulation and to promote good practice 
the group’s policies are formulated and kept up to date by the 
relevant business areas authorised by the board and 
communicated to all employees
the group has a zero tolerance approach to bribery and 
corruption the group’s antibribery policy with specific reference 
to the bribery act is issued to all employees
the group undertakes extensive monitoring of the implementation 
of all of its policies and has not been made aware of significant 
breaches of policies or any incident in which the organisation’s 
activities have resulted in an abuse of human rights
vi charity and supporting local communities
commitment to our local communities continued during the year 
with a range of activities taking place across the world in total 
the group made charitable donations of £32000 2012 £51000
staff in every country participated in our second annual global 
charity on friday 11 october 2013 raising £40000 through a 
winning display of initiative and creativity a ‘stroke for stroke’ 
rowathon in the uk raised much needed funds for the stroke 
association the san francisco team gave their time to larkin 
street youth volunteering and 28 members of the paris business 
completed the ‘20 kilomètres de paris’
running for good causes was a theme across many countries 
staff in düsseldorf and frankfurt raced to support african angels 
a charity promoting entrepreneurialism in africa and they also 
supported ambulanter kinderhospizdienst an organisation helping 
children with serious illnesses the swiss team also took part in 
run4kids donating money to support local schools especially 
in low income areas
elsewhere in europe the amsterdam business continued 
supporting stichting doe een wens make a wish foundation  
the irish business took part in ireland’s largest coffee morning – 
in aid of the irish hospice foundation the dublin team also raised 
money for their chosen charity partner spinal injuries ireland
since 2005 our australian business has been a major supporter 
of the north bondi surf life saving club – the oldest life saving 
institution in australia our contributions enabled the club to 
purchase stateoftheart life saving equipment to help continue 
to protect all those who enjoy the beach sydney also supported 
both the tour de cure and the melanoma institute brisbane 
raised funds for multiple sclerosis research and in perth two team 
members embarked on 50km bike ride from fremantle to hillarie’s 
boat harbour in aid of multiple sclerosis new zealand continued 
to support plunket – an organisation working with families and 
communities to give the best start for every child
japan supported the run for the cure foundation whose mission 
is to eradicate breast cancer in japan through education timely 
screening and treatment the team also supported fit for charity 
the financial industry in tokyo fit makes a difference by raising 
money for local community organisations which serve important 
but not necessarily well recognised or understood needs
across china staff raised funds to support those affected by 
the sichuan ya’an earthquake the shanghai office raised funds 
for three organisations bo’ai children’s healing centre jin feng 
nursery house and jin hu kindergarten in singapore staff 
volunteered at the willing hearts foundation providing meals 
for those in need
in new york the team conducted mock interviews to support per 
scholas students per scholas work to break the cycle of poverty 
by providing technology education access training and job 
placement services for people in lowincome communities 
across the state
vii environment 
while it is recognised that the group does not operate in a 
business sector that can cause significant pollution the board 
ensures that all the environmental aspects of the group’s activities 
are evaluated as a result the group’s environmental policy seeks 
to reduce its environmental impacts by encouraging waste 
segregation and the reduction of energy consumption
the group is active in working towards the achievement of 
local environmental management standards in 2013 268 
of the group’s employees worldwide were operating in locations 
which were certified to iso14001 the international standard for 
environmental management the standard provides a framework 
for achieving the balance between maintaining profitability while 
setting targets for improving the organisation’s environmental 
performance the group’s compliance with iso14001 and its 
drive for continuous environmental performance improvement 
is independently assessed by british standards institution bsi
it is the group’s intention that best practice from our accredited 
environmental management system established in these countries 
be deployed across the group worldwide environmental initiatives 
that are in place across the group include 
carbon emissions
see disclosure on greenhouse gas reporting overleaf 
recycling
policies and procedures continue to be enhanced for the shredding 
segregation and recycling of waste across the majority of our 
offices globally 
suppliers 
the group continues to evaluate the environmental credentials 
of key suppliers where necessary by following a physical audit 
trail including those that dispose of waste and ensures that 
they are aware of the group’s environmental code of practice 
electricity 
where possible the group’s offices have adopted a policy of 
obtaining electricity from renewable sources or from suppliers 
that have adopted green energy purchase procedures 
energy conservation 
across the office network the group promotes the acquisition of 
low energy office equipment and the installation of lighting systems 
that are controlled by motion sensors pcs automatically shutdown 
at 11pm every night 
 robert walters plc 23
 annual report  accounts 2013 throughout 2013 the group has continued with its policy that new 
or redeveloped properties occupied for recruitment operations 
have a breeam
1
 efficiency rating of ‘very good’ or higher
1 building research establishment breeam is the world’s foremost environmental 
assessment method and rating system for buildings ‘very good’ has become the 
standard for all new government and public buildings
viii greenhouse gas reporting
greenhouse gas regulations
from september 2013 the mandatory carbon reporting 
requirements prescribed by the greenhouse gas emissions 
directors’ regulations report came into effect this section 
includes our mandatory reporting of greenhouse gas emissions 
pursuant to the companies act 2006 strategic report and 
directors’ report regulations 2013 the regulations
reporting year
the greenhouse gas emissions report has been prepared based 
on a reporting year of 1 january to 31 december 2013 which is 
the same as the group’s financial reporting period
organisational boundary
the group has chosen to report based on an operational 
boundary and all entities and offices which are either owned or 
under operational control have been included 
methodology and scope
the methodology used to calculate the group’s emissions is 
based on the “environmental reporting guidelines including 
mandatory greenhouse gas emissions reporting guidance” 
june 2013 issued by the department for environment food and 
rural affairs defra the group has also utilised defra’s 2013 
conversion factors within the reporting methodology
the greenhouse gas emissions data has been prepared 
with reference to ghg protocol which categorises greenhouse 
gas emissions into three scopes reporting on emissions from 
scope 1 direct ghg emissions and scope 2 indirect ghg 
emissions activities are mandatory the reporting of scope 3 
other indirect emissions from sources not owned or controlled 
by the company emissions are voluntary and therefore the 
group report on all those scope 3 activities which it feels have 
a significant impact on its greenhouse gas emissions all other 
scope 3 activities have been considered but the group feels that 
the impact of these was so limited in respect of potential impact  
so as to be negligible and has decided not to disclose these 
activities within this report this decision will be reviewed on 
an annual basis or sooner if changes are made to regulatory  
reporting requirements
emissions data has been reported for all of the offices we operate 
in globally the only scope 1 and scope 2 emissions data that we 
have omitted relates to electricity usage from seven offices relating 
to 3 of the group’s headcount that cannot be separated from 
the overall service charge on that property the group however 
is putting procedures in place to enable the group to report on 
these omitted emissions in the next reporting year 
intensity metric
the group has recorded the total global emissions in tonnes 
of co
2
e and has decided to use an intensity metric of tonnes 
of co
2
e per head which the group believes is the most relevant 
indication of our growth and provides the best comparative 
measure over time
global greenhouse gas emissions data
the table below shows the total global emissions in tonnes 
of co
2
e and tonnes of co
2
e per head for the group
greenhouse gas emission source
2013  
tco
2
e
2013 
tco
2
e  
per head
scope 1
vehicle fleet 106 005
total scope 1 emissions 106 005
scope 2
purchased electricity and heat 1881 097
total scope 2 emissions 1881 097
scope 3
business travel – air 542 028
business travel – land
1
210 011
transmission and distribution 146 008
total scope 3 emissions 898 047
total group emissions 2885 149
1 land travel includes all forms of land transport such as rail and taxi but excludes 
travel in the group’s vehicle fleet the appropriate conversion factor for the 
method of transportation is applied to the distance travelled
baseline data
as this is the first year of reporting there is no requirement for the 
group to provide prior year comparatives the current year data 
forms the baseline data for subsequent periods
reducing carbon
the group is targeting to reduce co
2
e per head emissions by 20 
across the group by 2023 from a fy 2013 baseline
the group continues to actively reduce the carbon footprint of the 
business through 
 – consulting closely with the carbon trust and considering 
its recommendations as environmental objectives
 – establishing objectives for minimising travel to that which 
is totally necessary and 
 – offsetting travelrelated carbon emissions through an 
accredited reforestation scheme covering the uk europe and 
asia pacific 
ix health and safety
the chief executive has overall responsibility for the implementation 
of the group’s health and safety policy with specific operational 
responsibility delegated to managers at each location every effort 
is made to ensure that all national safety requirements are met 
at all times and there were no notable injuries or identified health 
and safety issues identified during the year
x political donations
the group made no political donations during the year 2012 £nil
to read more about the group’s corporate social responsibility 
activities please visit wwwrobertwalterscom
corporate responsibility statement continued
24 robert walters plc
annual report  accounts 2013 principal risks and uncertainties
risk actions to mitigate risk
economic environment – job availability 
and the level of candidate confidence in 
the employment market are important 
factors in determining the total number 
of recruitment transactions in a given 
year candidates are less inclined to move 
jobs when the number of jobs available 
is stagnant or in decline which could 
lead to a deterioration in the group’s 
financial performance
the group is geographically diversified with offices in 24 countries which reduces the 
reliance on the success of any particular market the group also continues to develop its 
contract and resource solutions businesses both of which provide more resilient revenue 
streams in the event of an economic downturn
the board’s strategy when facing a slowdown in a market is to balance the cost base  
such that the impact on profit is mitigated against the perceived future benefit from the 
retention of key staff historically the group has benefitted substantially from increased 
operational gearing as a result of its policy of deliberately retaining key staff through 
economic downturns
people management – the group relies 
heavily on recruiting and retaining talented 
individuals with the right skillsets to grow 
the business in addition as the group 
expands its operations in emerging 
markets the supply of people with the 
required skills in specific geographic 
regions may be limited the failure to 
attract and retain key employees with 
the required sales management and 
leadership skills may adversely affect 
the group’s financial results
the group’s policy of linking bonuses to profitability in discrete operating units has a high 
correlation to the retention of efficient and effective members of staff
the longterm incentive schemes that are detailed in note 18 to the accounts also form 
a key part of a wider strategy to improve levels of staff retention particularly of the group’s 
senior employees
other elements of the strategy to improve staff retention and maximise career opportunities 
include significant investment of time and financial resources in employee training and 
development including regular appraisals aimed at core consultant competencies and 
focused on enhancing management potential a comprehensive approach to succession 
planning is also in place across the group
the group offers international career opportunities and actively encourages the 
redeployment of existing talent to grow new businesses and establish new offices
brand and reputation – there is an 
inherent risk that the brand and reputation 
of the group could be impacted by a 
failure to maintain highquality service 
levels to both candidates and clients
quality control standards are maintained and reviewed for each stage of the recruitment 
cycle with all new employees receiving appropriate levels of training applicable to their role
candidate and client satisfaction surveys are carried out on a regular basis with directors 
addressing any negative feedback directly with the client or candidate
a ‘contact us’ email address is available on the group’s website so any negative feedback 
or improper conduct can be acted upon swiftly by the group marketing director and local 
senior management
risk management process
the board recognises the importance of identifying and actively 
monitoring the full range of financial and nonfinancial risks 
facing the business at both a local and group level by regularly 
reviewing the risk profile of the business the board ensures that 
the risk exposure remains appropriate at any point in the cycle the 
effectiveness of the risk management process is monitored by the 
audit committee the process involves identifying and prioritising 
the key risks within the group and developing and implementing 
appropriate mitigation strategies to address those risks
we review our risks in terms of likelihood of occurrence and 
potential impact on the business and the audit committee 
reviews and considers the extent to which management has 
addressed the key risks through appropriate controls and actions 
to mitigate those risks each local management team continues to 
consider key risk areas at least annually and review their system 
of internal controls to ensure that each risk area is addressed 
within the business the internal audit function reviews and tests 
the effectiveness of these controls to ensure that risk is being 
managed properly
a summary of the key risks that we believe could potentially impact 
the group’s operating and financial performance together with 
associated key actions is shown below
 robert walters plc 25
 annual report  accounts 2013 the strategic report outlined on pages 1 to 26 incorporates the 2013 highlights robert walters at a glance our business our strategy 
our people and culture innovation and awards the chairman’s statement the chief executive’s statement the financial review 
corporate responsibility statement and principal risks and uncertainties 
by order of the board
alan bannatyne
chief financial officer
28 february 2014
strategic report approval
risk actions to mitigate risk
laws and regulations – the group 
operates in a number of diverse 
jurisdictions and has to comply with 
numerous domestic and international 
laws and regulations any change to which 
could have a detrimental effect on the 
group’s financial performance
to ensure compliance our legal department works with leading external advisors as required 
to monitor potential changes in employment legislation across the markets in which we operate
contractual terms and conditions are thoroughly reviewed before signing to ensure contract 
provisions are fully understood and risks are fairly allocated between parties
an escalation process exists such that contracts with nonstandard terms are reviewed and 
approved by the group counsel and chief financial officer as appropriate
technology – the group is reliant on its 
technological infrastructure to maintain 
client and candidate data a critical 
infrastructure or system disruption could 
have a material impact on the group’s 
financial results whilst a loss of confidential 
and competitive information can have 
an adverse impact on operations local 
disasters can also impact the daytoday 
operations of the business
the group maintains a comprehensive it security policy which is reviewed on a regular 
basis covering all areas of it security from user access through to server access
all sensitive candidate and customer information is held securely with restricted access
the group continues to review and improve its business continuity plan to mitigate against 
any critical infrastructure disruptions
principal risks and uncertainties continued
26 robert walters plc
annual report  accounts 2013  robert walters plc 27
 annual report  accounts 2013
directors’ report
overview
the directors present their annual report on the activities of the 
group together with the financial statements for the year ended 
31 december 2013
the strategic report provides information relating to the 
group’s activities its business and strategy the principal risks 
and uncertainties faced by the business and environmental and 
employee matters these sections together with the corporate 
governance and the directors’ remuneration reports provide an 
overview of the group and give an indication of future developments 
in the group’s business so providing a balanced assessment of the 
group’s position and prospects in accordance with the latest 
narrative reporting requirements
results and dividends
the group’s audited financial statements for the year ended  
31 december 2013 are set out on pages 56 to 75 and the 
company’s audited financial statements are set out on pages  
76 to 78 the group’s profit after taxation for the year ended 
31 december 2013 was £6156000 2012 £4887000
the directors recommend a final dividend of 386p per ordinary 
share 2012 368p to be paid on 13 june 2014 to shareholders 
on the register on 23 may 2014 which together with the interim 
dividend of 154p paid on 18 october 2013 makes a total of 54p 
per share for the year 2012 515p
directors
the directors who served during the year and at the date of this 
report are shown as follows
leslie van de walle
1
 
robert c walters
giles p daubeney
alan r bannatyne
martin a griffiths
1
 resigned 1 august 2013
brian mcarthurmuscroft
1
 appointed 1 may 2013
andrew d kemp
1
carol hui
1
1 nonexecutive directors
details of the directors’ service contracts are shown in the report 
of the remuneration committee on page 51 
details of share options granted to directors and the interests 
of the directors in the ordinary shares of the company are shown 
on pages 40 to 42
the company has made qualifying thirdparty indemnity provisions 
for the benefit of its directors which were made during the year and 
remain in force at the date of this report
capital structure
details of the authorised and issued share capital together with 
details of the movements in the company’s issued share capital 
during the year are shown in note 17  each share carries the right 
to one vote at general meetings of the company further information 
on the voting and other rights of shareholders including deadlines 
for exercising voting rights are set out in the company’s articles of 
association and in the explanatory notes that accompany the notice 
of the annual general meeting which are available on the company’s 
website at wwwrobertwalterscom
restrictions on securities
there are no specific restrictions on the size of a holding nor on 
the transfer of shares which are both governed by the general 
provisions of the articles of association and prevailing legislation 
the directors are not aware of any agreements between holders 
of the company’s shares that may result in restrictions on the 
transfer of securities or on voting rights awards of shares under 
the company’s incentive arrangements the performance share 
plan and the executive share option scheme are subject to 
restrictions on the transfer of shares prior to vesting
certain share awards under the company’s incentive arrangements 
are held in trust on behalf of the beneficiaries the trustee of the 
robert walters employee benefit trust does not seek to exercise 
the voting rights on these shares
substantial shareholdings
on 28 february 2014 the company has been notified in accordance 
with chapter 5 of the disclosure and transparency rules of the 
following voting rights as a shareholder of the company
name of shareholder 
number  
of shares 
blackrock 12528712 1628
schroder investment management 11830854 1537
aberforth partners 6599088 857
kames capital 5558825 722
jpmorgan asset management 4132399 537
standard life investments 3322599 432
robert walters plc ebt 3305159 429
scottish widows 2756309 358
aberdeen asset management 2600000 338
robert c walters 2450805 318 28 robert walters plc
annual report  accounts 2013
appointment and retirement of directors
the directors may from time to time appoint one or more 
directors the board may appoint any person to be a director  
so long as the total number of directors does not exceed the  
limit prescribed in the articles of association the uk corporate 
governance code recommends that all directors be subject  
to annual reelection by shareholders therefore all directors  
will offer themselves for reelection at the 2014 annual  
general meeting
power of company’s directors and acquisition of 
company’s own shares
the business of the company shall be managed by the directors 
who may exercise all powers of the company subject to legislation 
the provisions of the articles of association and any directions given 
by special resolution
the directors were authorised at the company’s last annual 
general meeting held on 24 may 2013 to make market purchases 
of ordinary shares representing up to 10 of its share capital at 
that time and to allot shares within certain limits permitted by 
shareholders and the companies act the directors intend to 
renew this authority annually and will continue to exercise this 
power only when in the light of market conditions prevailing at 
the time they believe that the effect of such purchases will be to 
increase earnings per share and will likely promote the success 
of the company for the benefit of its members as a whole 
during the year ended 31 december 2013 the company did not 
purchase any ordinary shares of the company 
provisions on change of control 
the company’s revolving credit facility agreement for £350m 
includes a provision for a lending counterparty to amend alter or 
cancel the relevant commitment to the group following a change 
of control of the company
the company does not have agreements with any director 
or employee that would provide compensation for loss of office 
or employment resulting from a takeover except that provisions 
of the company’s share plans may cause options and awards 
to vest on a takeover
articles of association
the company’s articles of association may only be amended 
by a special resolution of the members
going concern
the group’s business activities together with the factors likely 
to affect its future development performance and position are 
set out on pages 18 to 21 the group’s principal risks and 
uncertainties are also set out on pages 25 and 26
the group had £186m of net cash at 31 december 2013 and 
further details of the financial position of the group its cash flows 
liquidity position and borrowing facilities are described within the 
financial review in addition note 16 to the accounts includes 
the group’s objectives policies and processes for managing 
its capital its financial risk management objectives details of 
its financial instruments and hedging activities and its exposure 
to credit risk and liquidity risk 
despite the volatile and uncertain global economic conditions 
the group remains confident of its longterm growth prospects 
the group has a strong balance sheet and considerable financial 
resources together with a diverse range of clients and suppliers 
across different geographic locations and sectors as a 
consequence the directors believe that the group is well 
placed to manage its business risks successfully
after making enquiries the directors have formed a judgement 
at the time of approving the accounts that there is a reasonable 
expectation that the group has adequate resources to continue 
in operational existence for the foreseeable future for this reason 
the directors continue to adopt the going concern basis in 
preparing the accounts
auditor and disclosure of information to the auditor
as required by section 418 of the companies act 2006 each 
of the directors as at 28 february 2014 confirms that
 – so far as the director is aware there is no relevant audit 
information of which the company’s auditor is unaware and
 – the director has taken all the steps that they ought to have 
taken as a director to make themselves aware of any relevant 
audit information and to establish that the group’s auditor 
is aware of that information
deloitte llp has expressed their willingness to continue in office 
as auditor and a resolution to reappoint them will be proposed 
at the forthcoming annual general meeting
annual general meeting
the annual general meeting will be held on 23 may 2014 and the 
notice of the annual general meeting including an explanation of 
the special business of the meeting will be sent out in due course
by order of the board
alan bannatyne
chief financial officer
28 february 2014
directors’ report continued  robert walters plc 29
 annual report  accounts 2013
leslie van de walle 57
chairman
leslie is nonexecutive chairman of sig plc and he is also a 
director of cape plc he was formerly chief executive officer of 
rexam plc executive vice president of global retail a division of 
royal dutch shell plc and a nonexecutive director of aegis group 
plc and aviva plc he also previously held a number of senior 
management positions with cadbury schweppes plc and united 
biscuits limited leslie was appointed as nonexecutive chairman 
of robert walters plc with effect from 1 october 2012
robert walters 59
chief executive
after three years at touche ross robert joined michael page 
as one of its very first employees after an eightyear period which 
included setting up the new york office he returned to london 
and established in 1985 robert walters specialising in junior to 
middle management professional positions robert walters plc 
now has 53 offices in 24 countries
giles daubeney 52
chief operating officer
after working in recruitment for accountancy selection limited 
and badenoch  clark limited giles joined the group in 1988 
from 1990 to 1994 he was based in amsterdam and responsible 
for the group’s dutch and belgian operations giles was appointed 
to the role of chief operating officer in 1999 and was appointed 
to the board of robert walters plc in july 2000
alan bannatyne 44
chief financial officer and company secretary
after qualifying as a chartered accountant with deloitte  touche 
alan was commercial manager of primecom and then financial 
director of foresight both subsidiaries of primedia a listed south 
african media group alan joined robert walters plc as group 
financial controller in september 2002 and was appointed to  
the board of robert walters plc as chief financial officer in  
march 2007
brian mcarthurmuscroft 49
nonexecutive director
brian qualified as a chartered accountant with 
pricewaterhousecoopers in london and in 2012 was chosen as 
the icaew’s ftse 250 finance director of the year brian has held 
the positions of group finance director at telecitygroup viatel and 
eckoh technologies plc and also cfo of cable  wireless hkt 
multimedia he holds a law degree is a member of the corporate 
development board for the nspcc and the responsible officer for 
hockerill anglo european college a leading secondary school in 
hertfordshire brian is also a trustee of touraid a children’s charity 
which brings disadvantaged children and young adults to the uk 
through the creation of longterm links with uk schools and clubs 
brian was appointed to the board of robert walters plc in may 2013
andrew kemp 63
nonexecutive director
andrew is the group hr director at de la rue plc he previously 
held group hr director appointments at bovis transport 
development group plc news international aegis and rentokil 
initial plc prior to bovis andrew held a number of hr appointments 
at the rank of captain and major in the british army andrew was 
appointed to the board of robert walters plc in november 2007
carol hui 57
nonexecutive director
carol is a qualified lawyer and a senior executive with extensive 
legal and commercial experience she is the general counsel and 
group company secretary of baa and a member of its executive 
committee previously she has held the positions of board 
director and general counsel of amey plc group legal director 
and company secretary of tdg plc and deputy general counsel 
of bg plc she was also a solicitor with slaughter and may carol 
was awarded european general counsel of the year by the 
international law office and association of corporate counsel 
she also served as a member of the review body on doctors’ 
and dentists’ remuneration she is a nonexecutive director and 
trustee of the national charity action for blind people carol was 
appointed to the board of robert walters plc in january 2012
directors and advisors
registered office
11 slingsby place
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3956083
auditor
deloitte llp
chartered accountants
2 new street square
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solicitors
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stockbrokers
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principal bankers
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canary wharf
london e14 5hp
registrars
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the registry
34 beckenham road
beckenham
kent br3 4tu 30 robert walters plc
annual report  accounts 2013
dear shareholder
i am pleased to report that your company has again complied in full throughout the year with the uk corporate governance code
as a board we are pleased with the progress that the group has made to ensure high standards of corporate governance are 
maintained we monitor developments and trends in corporate governance both in the uk and internationally adopting any emerging 
practice we feel would improve our governance whether or not it becomes mandatory 
one of our core values that is continually communicated within the group is a belief that the highest standards of integrity are essential 
in business as a group we have an expressed aim of respecting the needs of shareholders employees clients candidates contractors 
and suppliers 
the board has a wide range of responsibilities and it is my duty to ensure it has the right mix of skills and talent and to ensure that it 
works effectively as a team towards shared goals the board has a policy to encourage diversity including gender and this was a focus 
of the nominations committee during the current year from 1 january 2014 the board has a policy to ensure diversity and specifically 
that there will be an equal gender quota for any future long list for a board appointment in our relatively small board we already have 
one female director the board has been refreshed recently but we will aim at increasing female representation on our board when 
replacements will be sought in a few years’ time
the board committees have had an active year the nominations committee led the appointment process with the assistance of 
an external advisor for our new audit committee chairman brian mcarthurmuscroft who was appointed on 1 may 2013 i would like 
to use this opportunity to thank martin griffiths who resigned as nonexecutive director on 1 august 2013 for his many years of valuable 
contribution to the group the audit committee continued to see significant improvements in all areas of risk management as the 
internal audit function established in january 2012 built upon the areas covered in the previous year with a specific focus on the group’s 
risk register and greater inclusion of local management in developing and managing the risk profile of the group the remuneration 
committee has continued to engage with our shareholders performed a detailed review of executive directors’ pay and an assessment 
of the regulatory changes to be effected for the period ending 31 december 2013
a key aspect for ensuring your board’s effectiveness is our annual board and committee evaluation process which had a positive 
outcome we will continue to look to enhance the positioning of the business and continue to adapt and improve the group’s risk 
culture and framework 
on the following pages we describe our corporate governance framework in more detail in the current year we have amended the 
format of our report to ensure that it is fully in line with the financial reporting council’s balanced and fair guidelines as well as a more 
detailed remuneration report that embraces the bis recommendations we have reorganised our report so that its structure reflects  
the sections of the uk corporate governance code to make it easier for shareholders to assess our performance against the  
main principles 
leslie van de walle
chairman
28 february 2014
corporate governance statement  robert walters plc 31
 annual report  accounts 2013
statement of compliance with the uk corporate 
governance code
the company has complied fully throughout the year ended  
31 december 2013 with the code provisions set out in the  
2010 uk corporate governance code the code 
the board of directors is committed to the highest standards 
of corporate governance and has applied the principles set out in 
the code including the main principles the supporting principles 
and the provisions by complying with the code as reported above 
further explanation of how we integrate the main principles of the 
five sections of the uk corporate governance code into our 
business these being leadership board effectiveness relations 
with shareholders accountability and remuneration is set out 
below our principles and policy in relation to remuneration are 
covered separately in our remuneration report on pages 37 to 51
leadership
the board and its role
the board is responsible to the group’s shareholders for the 
conduct and performance of the group’s business having strong 
governance processes and oversight helps drive the culture of the 
business so that it can better deliver on its responsibility to all of 
our stakeholders 
the board has developed a board governance framework which 
sets out the governance structure of the board and its committees 
the board considers that it has shown its commitment to leading 
and controlling the group by
 – having a board constitution which details the board’s 
responsibility to the group’s shareholders for the management 
of the group’s affairs it exercises direction and supervision of 
the group’s operations throughout the world and defines the 
line of responsibility from the board to the chief executive and 
the executive directors in whom responsibility for the executive 
management of the business is vested
 – the board retaining specific responsibility for agreeing the 
strategic direction of the group the approval of accounts 
business plan budget and capital expenditure the review of 
operating results the effectiveness of governance practice 
and risk management and also the appointment of senior 
executives and succession planning
 – a high level of attendance by the directors at the six board 
meetings held during the year there were no apologies
 – the provision of appropriate training to all new directors at the 
time of appointment to the board and by ensuring that existing 
directors receive such training as to be equipped with the skills 
required to fulfil their roles and
 – delegating responsibilities to subcommittees audit committee 
remuneration committee and nominations committee
audit committee
the audit committee’s primary focus is to assist the board 
in fulfilling its oversight responsibilities during the year the 
committee met three times and reviewed the following
 – halfyear results and the annual financial statements
 – the effectiveness of the group’s system of internal controls 
and risk management 
 – the performance of the external auditors their terms of 
engagement the scope of the audit and audit findings including 
findings on key judgements and estimates in the financial 
statements and
 – the opinions of management and the auditor in relation to the 
appropriateness of the accounting policies adopted significant 
estimates and judgements and whether disclosures were 
balanced and fair
further information on the work of the committee during the year 
can be found on pages 35 and 36
nominations committee
the nominations committee met three times during the year and 
its activities included
 – engaging the assistance of an external advisor and 
subsequently recommending brian mcarthurmuscroft as 
nonexecutive director and audit committee chairman
 – monitoring the board’s structure size composition and 
diversity to achieve a balanced and effective board in terms 
of skills knowledge and experience
 – reviewing the leadership needs and succession planning 
of the group including identifying and developing talent
 – recommending any changes in the membership of the  
board committees
 – assessing potential conflicts of interest of all directors and
 – an annual review of progress achieved including the diversity 
objectives of the group to increase the level of female 
representation on the board
remuneration committee
the remuneration committee met four times during the year and 
its activities included
 – engaging with our largest shareholders to ensure a strong level 
of communication and dialogue
 – designing and recommending a new framework for executive 
remuneration incorporating current guidance on best practice
 – determining the individual remuneration packages for  
executive directors
 – approving the targets and performance assessments for 
performancerelated incentive schemes and 
 – overseeing the operation of all incentive schemes and awards 
and determining whether the performance criteria had been met
further information on the work of the committee during the year 
can be found in the remuneration report on pages 37 to 51 32 robert walters plc
annual report  accounts 2013
corporate governance statement continued
attendance at meetings
the number of scheduled board meetings and committee meetings attended as a member by each director during the year are set  
out below
board 
6 meetings
audit 
committee  
3 meetings
nominations 
committee  
3 meetings
remuneration 
committee  
4 meetings
leslie van de walle 6 – 3 –
robert walters 6 1 of 1 – –
giles daubeney 6 2 of 2 – –
alan bannatyne 6 3 – –
martin griffiths resigned 1 august 2013 4 of 4 2 of 2 3 of 3 3 of 3
andrew kemp 6 3 3 4
carol hui 6 2 3 4
brian mcarthurmuscroft appointed 1 may 2013 4 of 4 2 of 2 2 of 2 2 of 2
division of responsibilities between chairman and chief executive
the board has shown its commitment to dividing responsibilities for 
the board and running the company’s business by keeping the roles 
of chairman and chief executive separate the key responsibilities 
of the chairman and chief executive are summarised below
 – during the year as chairman leslie van de walle was 
responsible for leading the board its effectiveness and its 
integrity the chairman sets the tone for the company and 
ensures the links between the board and shareholders are 
strong as chief executive robert walters is responsible for 
the daytoday management of the group’s operations and 
reporting to the board 
board balance and independence
the board comprises the chairman three executive directors 
and three independent nonexecutive directors the group’s 
commitment to achieving a balance of executive and 
nonexecutive directors is shown by
 – the nonexecutive directors comprising more than half of the 
board of directors
 – the nonexecutive directors being considered to act 
independently of management and free from any business 
relationship that could materially interfere with the exercise 
of their independent judgement and
 – leslie van de walle brian mcarthurmuscroft carol hui and 
andrew kemp being considered to be free from any other 
relationship which could materially interfere with the exercise 
of their independent judgement
senior independent director
the board has appointed andrew kemp as the senior 
independent director andrew kemp is available to shareholders 
when they may have issues or concerns where contact through 
the normal channels of either the chairman or the executive 
directors has either failed to resolve concerns or contact 
is deemed inappropriate 
board effectiveness
transparency of board appointments
the nominations committee is responsible for nominating 
candidates to fill board vacancies considers the ongoing 
succession of the board and its committees and makes 
recommendations on board composition and balance the 
members of the committee are the nonexecutive directors and 
robert walters during the year the nominations committee met to 
consider and approve the appointment of brian mcarthurmuscroft 
as a nonexecutive director and as chairman of the audit 
committee the committee also approved the reelection of the 
remaining directors at the may 2013 annual general meeting 
the board has a policy to encourage diversity including gender and 
this was a focus of the nominations committee during the current 
year from 1 january 2014 the board has a policy to ensure that 
there will be an equal gender quota for any future long list for a 
board appointment
the nominations committee has written terms of reference which are 
available on request the procedure for appointments to the board 
includes the requirement to specify the nature of the position in writing 
and to ensure that appointees have sufficient time available to meet 
the demands of the position the terms of the contracts for the 
nonexecutive directors are available upon request
understanding the business
the board has sought to ensure that directors are properly briefed 
on issues arising at board meetings by establishing procedures for
 – distributing board papers in advance of meetings in the 
appropriate form including detailed reports and presentations 
to enable it to discharge its duties 
 – adjourning meetings or deferring decisions when directors 
have concerns about the information available to them and
 – making the company secretary responsible to the board for 
the timeliness and quality of information  robert walters plc 33
 annual report  accounts 2013
professional development
on appointment the directors receive relevant information about 
the group the role of the board and the matters reserved for its 
decisionmaking the terms of reference and membership of the 
principal board committees and the powers delegated to those 
committees the group’s corporate governance policies and 
procedures and the latest financial information about the group
throughout their period in office the directors are regularly 
updated on the group’s business and the environment in which 
it operates by written briefings and by meetings with senior 
executives who are invited to attend and present at board 
meetings from time to time they are also updated on any changes 
to the legal and governance requirements of the group and those 
which affect them as directors and are able to obtain training 
at the group’s expense to ensure they are kept up to date on 
relevant new legislation and changing commercial risks
performance evaluation 
a formal and rigorous performance appraisal of the board 
its committees the directors and the chairman is conducted 
annually as we recognise that our effectiveness is critical to 
the group’s continued success
a detailed review was completed by each director and individual 
discussions took place between the chairman and each of the 
directors and in the case of the chairman’s performance and 
leadership this was reviewed by the senior independent 
nonexecutive director subsequently there was a full board 
discussion of the matters that were raised and a process to ensure 
that the decisions taken were appropriately implemented overall 
the outcome of the evaluation process was very positive with 
good progress noted on the areas of focus raised in previous 
evaluations this process did not identify any material issues 
that needed to be addressed
regular reelection of directors
in line with the recommendations of the code the board has 
agreed to submit all directors for annual election as a result of 
their annual performance evaluation the board considers that 
their individual performances continue to be effective with each 
director demonstrating commitment to their role the board is 
therefore pleased to support their reelection at the forthcoming 
annual general meeting
succession planning 
a clear focus on career progression for employees is core to the 
group’s growth and helps attract and retain talented individuals 
the group remains committed to maximising career opportunities 
through significant investment in training and professional 
development a clear succession plan is in place for all board 
members and their direct reports
relations with shareholders
dialogue with institutional shareholders
the directors seek to build on a mutual understanding of objectives 
between the company and its institutional shareholders by
 – making annual and interim presentations to institutional investors
 – meeting shareholders to discuss longterm issues and obtain 
their views
 – providing direct access to the chairman for regular meetings 
with shareholders
 – communicating regularly throughout the year and
 – regular meetings of the board being used as the forum to 
ensure that nonexecutive directors are updated on the views 
of major shareholders that have been communicated to the 
executive directors
constructive use of annual general meeting
the board seeks to use the annual general meeting as an 
opportunity for all shareholders to question the board and the 
chairmen of the board committees on matters put to the meeting 
including the annual report the board seeks to encourage 
shareholder participation by
 – inviting shareholders to submit questions in advance and 
 – providing a balanced and understandable assessment of the 
group’s position and prospects
the results of voting at general meetings are published on 
the company’s website wwwrobertwalterscom as required 
by the uk corporate governance code
accountability
internal control
the board is responsible for the effectiveness of the group’s 
system of internal control a review has been completed by the 
board for the year ended 31 december 2013 and up to the date 
of approval of the annual report in accordance with the 
recommendations of the turnbull report the board’s monitoring 
covers all controls including financial operational and compliance 
controls and risk management it is based primarily on reviewing 
reports from management to consider whether significant risks are 
identified evaluated managed and controlled and whether any 
significant weaknesses are promptly remedied and indicate a need 
for more extensive monitoring the audit committee assists the 
board in discharging its review responsibilities during the course 
of its review of the system of internal control the board has not 
identified nor been advised of any failings or weaknesses which 
it has determined to be significant therefore a confirmation in 
respect of necessary actions has been considered appropriate 34 robert walters plc
annual report  accounts 2013
the group’s system of internal control is designed to safeguard 
the group’s assets and to ensure the reliability of information used 
within the business and for publication such a system is designed 
to manage rather than eliminate the risk of failure to achieve 
business objectives and can provide only reasonable and not 
absolute assurance against material misstatement or loss 
the full board meets regularly and has a schedule of matters 
which are required to be brought to it or its duly authorised 
committees for decision aimed at maintaining full and effective 
control over appropriate strategic financial operational and 
compliance issues on an ongoing basis 
the board has put in place an organisational structure with clearly 
defined responsibilities and delegation of authority the board 
constitution clearly sets out those matters for which the board 
is required to give its approval
the board seeks to improve the robustness of internal checks and 
balances within the group on an ongoing basis and to implement 
controls and processes to address areas of potential improvement 
that come to the attention of the board as part of the drive to 
improve risk management and internal control across the business 
the audit committee with the approval of the board created a 
dedicated internal audit function that has been fully operational with 
effect from 1 january 2012 the proposed internal audit annual plan 
is submitted for approval by the audit committee and the reviews 
and tests of key business processes and control activities are 
reported on throughout the year including following up in respect 
of the implementation of management action plans to address any 
identified control weaknesses or potential improvements it was 
pleasing to note that once again there were no findings that 
indicated the existence of key control weaknesses and that for 
areas capable of improvement identified in 2012 improvements 
had been made during 2013 in conclusion there were no areas 
that were deemed to be unfit for purpose 
audit committee and auditor
a separate report of the audit committee is set out on pages 35 
and 36 and provides details of the role and activities of the 
committee and its relationship with the external auditor
leslie van de walle
chairman
28 february 2014
corporate governance statement continued  robert walters plc 35
 annual report  accounts 2013
report of the audit committee
dear shareholder
i would like to give you an overview of the operation and scope of 
the audit committee and report on our work over the past year 
composition of the audit committee
the audit committee is appointed by the board from the 
nonexecutive directors of the company the audit committee’s 
terms of reference include all matters indicated by disclosure and 
transparency rule 71 and the code the terms of reference are 
considered annually by the audit committee and are available 
upon request
the current members of the audit committee are myself – 
brian mcarthurmuscroft chairman carol hui and andrew kemp 
all of whom are nonexecutive directors the committee met 
three times during the year and there was one apology from 
carol hui martin griffiths the previous chairman who resigned 
on 1 august 2013 was present at the first two of those meetings 
during the year following my appointment on 1 may 2013 i was 
present at the last two meetings the threemonth handover 
between myself and martin ensured that there was a seamless 
transition of the chairmanship during the year 
the audit committee is required to include one financially qualified 
member with this requirement currently fulfilled by myself all audit 
committee members are considered to be financially literate the 
composition of the committee was reviewed during the year and 
the board and committee are satisfied that it has the expertise 
and resource to fulfil its responsibilities effectively including those 
relating to risk and control
as audit committee chairman i invited the chairman of the 
board and the executive directors to each meeting in addition 
the group financial controller internal auditor and representatives 
from the group’s external auditors deloitte llp were present 
at each meeting 
role of the audit committee
the audit committee meets at least three times a year to 
review the interim and annual financial statements the accounting 
policies of the group its internal financial control procedures 
and compliance with accounting standards business risk legal 
requirements and the requirements of all other matters indicated 
by the terms of reference 
a process has been in existence throughout the period that this 
report relates to in order to assess the risks within the business 
and to report and monitor such risks the audit committee 
regularly receives reports identifying the key internal controls 
in existence and also risk reports from the business the audit 
committee then evaluates the effectiveness of those controls 
and the management of key risks within the group
significant accounting judgements and estimates
the committee reviewed the group’s draft full year and halfyearly 
results statements prior to board approval and reviewed the external 
auditor’s detailed reports thereon in particular the committee 
reviewed the opinions of management and the auditor in relation to 
the appropriateness of the accounting policies adopted significant 
estimates and judgements and whether disclosures were balanced 
and fair the main areas of focus in 2013 and matters where the 
committee specifically considered the judgements that had been 
made are set out opposite
revenue recognition
revenue in respect of permanent placements is deemed to 
be earned when a candidate accepts a position and a start date 
is determined management considered the detailed criteria for 
the recognition of revenue from permanent placements who had 
accepted a position and agreed a start date but had not started 
employment a provision is made by management based on 
historical evidence for the proportion of those placements 
where the candidate is expected to reverse their acceptance prior 
to the start date the committee received reports on the revenue 
recognition testing performed on earned but not invoiced revenue 
and were satisfied by the judgements made by management 
the committee also reviewed the backout provision applied to this 
revenue whereby a percentage of candidates may in reality reverse 
their acceptance prior to their start date and the level of provision 
is considered to be appropriate based on historical evidence 
bad debt provisioning
at each balance sheet date each subsidiary evaluates the 
collectability of trade receivables and records a provision based 
on anticipated recoverable cash flows nature of counterparty 
past due date geographical locations the costs of recovery and 
the fair value of any guarantee received the committee reviewed 
the ageing profile of trade receivables and considered this be 
consistent with previous periods they also considered that the 
level of the bad debt provision is appropriate given the risk profile 
of the group’s trade receivables
deferred tax
the judgement to recognise a deferred tax asset is dependent 
upon the group’s expectations regarding the future profitability 
of certain businesses which contain a degree of inherent 
uncertainty the committee reviewed the judgements made in 
respect of tax including deferred tax assets their recoverability 
and the nature of the requirements under international financial 
reporting standards to satisfy recognition on the balance sheet 
the committee concluded that based on management’s 
assumptions and current forecasts the level of recognition 
appears reasonable
other significant matters considered by the committee
the committee considered other significant matters as set 
out below
 – in order to support the going concern assumption the 
committee was presented with detailed forecasts showing  
the current group financing position and future cash flows 
the group’s financing arrangements consist of
• net funds totalling £186m this is net of the facility drawn 
down to the extent of £110m at 31 december 2013
• a further £05m renminbi denominated loan
• net current assets of £472m
• a guaranteed borrowing facility of £350m expiring 
november 2016
 based on the current financing position and projected cash 
flows the committee concluded that the going concern 
assumption was appropriate
 – in reviewing the results for 2013 the committee reviewed the 
assessments made for goodwill impairment this included 
measuring the carrying value of goodwill against the discounted 
cashflows of each cash generating unit cgu each local office 
is considered to be a cgu there are a number of judgements  36 robert walters plc
annual report  accounts 2013
made by management including the forecast of future 
performance discount rates used and the growth rates 
applied the committee confirmed based on management’s 
expectations of future performance of certain business units 
that no goodwill impairment charges were required in 2013
 – a final draft of the annual report is reviewed by the audit 
committee prior to consideration by the board and the 
committee considered whether the 2013 annual report was 
fair balanced and understandable and whether it provided the 
necessary information for shareholders to assess the group’s 
performance business model and strategy they were satisfied 
that taken as a whole the annual report is fair balanced and 
understandable and provided the necessary information for 
shareholders to assess the group’s performance business 
model and strategy and
 – the committee received an update on future accounting 
standards changes and the potential impact that these may 
have on the group’s financial statements some of these new 
accounting standards will apply for the financial year 2014  
and the committee will continue to assess the impact on the 
group’s financial statements
internal audit and risk
during the year the committee reviewed the independence and 
objectivity of the internal audit function and approved the internal 
audit plan for 2014 having previously approved the internal audit 
plan for 2013 the internal audit function has also delivered both 
significant geographic and financial coverage as well as riskbased 
assurance in a wider remit including operational activities and across 
support departments such as human resources 
internal audit reports on key business processes and control 
activities including following up the implementation of 
management action plans to address any identified control 
weaknesses at each meeting the committee received 
a summary of new audit findings and a progress update 
on previously raised audit recommendations 
assessment of effectiveness of external audit process
the committee assessed the effectiveness of the external audit 
process by obtaining feedback from all parties involved in the 
process including management and the external auditor as part 
of a formal review process audit effectiveness questionnaires are 
completed by members of the audit committee and senior finance 
employees from across the group a summary report of these 
responses including recommendations for future improvement 
was presented to the committee for their consideration it was 
concluded that the external audit process was operating effectively
the committee held private discussions with deloitte llp deloitte 
at both of the audit committee meetings which considered the 
financial statements to provide an opportunity for open dialogue and 
feedback without management being present matters discussed 
included the preparedness and efficiency of management with 
respect to the audit the strengths and any perceived weaknesses 
of the financial management team confirmation that no restriction 
on scope had been placed on them by management and how 
they had exercised professional judgement
the audit committee discharges its responsibility in respect 
of the annual financial statements by reviewing the terms of 
the scope of the external audit in advance of the audit and 
subsequently evaluating the findings of the external audit as 
presented to the audit committee by the auditors prior to 
the approval of the annual financial statements
based on this formal feedback and its own ongoing assessment 
the committee remains satisfied with the efficiency and 
effectiveness of the audit
reappointment of auditor
the audit committee is responsible for making recommendations 
to the board regarding the remuneration and appointment of its 
external auditors deloitte has been the group’s auditor since 
2002 the audit committee following a review during the year 
remains satisfied with the effectiveness and independence of 
deloitte nevertheless in line with recommended best practice 
in this area it is the intention that the group audit will be put out 
for tender at some point in the future in line with our auditor 
independence policy the group audit partner is required to rotate 
after a maximum of five years the audit committee discusses 
engagement partner rotation on a regular basis and a succession 
plan is in place for edward hanson who is to be replaced in 2014 
at his normal rotation date after five years in the role the audit 
committee will give further consideration during the incoming 
engagement partner’s term to the application of the audit 
tendering provision of the 2012 edition of the uk corporate 
governance code there are no contractual obligations restricting 
our choice of external auditors and no auditor liability agreement 
has been entered into
independence of our external auditor
the audit committee recognises the importance of ensuring the 
independence and objectivity of the group’s auditors and reviews 
the service provided by the auditors and the level of their fees any 
nonaudit fees greater than £25000 individually or in aggregate 
require the approval of the audit committee each financial year 
the audit committee has adopted a policy with respect to the 
provision of nonaudit services provided to the group by the 
external auditors that complies with the requirements of the code
the board has delegated responsibility to the audit committee 
for making recommendations on the appointment evaluation 
and dismissal of external auditors 
after due and careful consideration taking account of the 
processes above the committee has recommended to the 
board that deloitte be reappointed as the company’s auditor
raising concerns in confidence
the audit committee also reviews the group’s whistleblowing 
procedures to ensure that appropriate arrangements are in place 
for employees to be able to raise matters of possible impropriety 
in confidence with suitable followup action the audit committee 
considers that the nomination of brian mcarthurmuscroft as a 
point of contact for raising any such matter is an appropriate 
measure and the procedure for raising such concerns is detailed 
on the group’s intranet
approved
this report was approved by the board of directors on  
28 february 2014 and is signed on its behalf by
brian mcarthurmuscroft
audit committee chairman
28 february 2014
report of the audit committee continued  robert walters plc 37
 annual report  accounts 2013
report of the remuneration committee
dear shareholder
i am pleased to introduce the report of the board covering the 
group’s remuneration policy and practice in respect of executive 
and nonexecutive directors
this remuneration report has been prepared in accordance with 
the new remuneration disclosure regulations and is split into two 
parts comprising
 – the annual report on remuneration detailing payments made 
to directors displaying the link between group performance 
and remuneration for the 2013 financial year and the intended 
approach to be applied to the 2014 financial year
 – the directors’ remuneration policy setting out the group’s 
intended remuneration policy for directors which will apply from 
the start of the 2015 financial year subject to the approval by 
shareholders in a binding vote at the 2014 annual general meeting
the remuneration committee’s activities in 2013
in prior years we committed to continue to engage with our 
largest shareholders we will ensure that we continue to do so 
and listen carefully to the feedback received 
we conducted a thorough consultation exercise at the end of 2013 
to solicit institutional shareholder feedback on the proposed new 
remuneration policy which is set out in detail on pages 46 to 51 
in addition to the engagement process the key areas of focus 
during the period have been
 – a review of the basic pay benefits bonus and equity incentives 
for the executive directors
 – an assessment of the link between reward for individual and 
company performance to align the interests of the executive 
directors with those of shareholders and
 – consideration of executive directors’ remuneration in relation to 
the reward structures in place for other employees in the group
2013 business performance and reward
across global recruitment markets confidence at the beginning 
of the year was weak but there were modest signs of improvement 
in certain markets during the second half of the year 
against this challenging background the group delivered a 5 
increase in revenue to £5977m and net fee income was up 6 
to £1992m – a strong performance the group invested in two 
new offices in dubai and ghent at the beginning of the year and 
thereafter sought to drive performance improvement from its well 
positioned global network maintaining its geographical footprint 
and focus on the retention of more experienced talented 
employees this ensures the business is well positioned to 
maximise future growth opportunities this approach delivered 
an increase in profit before taxation to £101m an increase of 30 
and an increase of £100m in shareholder value during the year
overall robert walters continues to be seen as one of the few 
truly diverse global professional recruitment consultancies with 
71 of net fee income derived from outside the uk and 86 of 
recruitment net fee income outside the financial services sector
based on the group’s positive trading result and the strong 
performance against the stretching financial and nonfinancial 
targets set at the beginning of 2013 for the year the committee 
has determined that annual bonuses of 100 have been earned
that said and despite the group’s strong performance during 
the year the long term incentives awarded in 2011 failed to vest 
as the stretching performance targets were not achieved over the 
threeyear performance period although the share price increased 
over 61 in 2013 total shareholder return tsr over the threeyear 
period from 31 december 2010 to 31 december 2013 was 10 
compared to a relative result for the ftse small cap index of 52 
in addition the stretching earnings per share targets set over the 
threeyear period were not achieved and the awards did not vest
the structure of remuneration
in reviewing basic pay the committee has considered the overall 
employment market and also the average base pay increases for 
employees in both the uk and the overall group together with 
current trading conditions as a result the committee has decided 
to increase salaries by 25 with effect from 1 january 2014 the 
first increase since 1 january 2012 and lower than the average 
employee salary increase for 2014 
as discussed the committee has conducted a comprehensive 
review of total remuneration during the course of the year for 
consideration at the 2014 annual general meeting the new 
structure proposed to be implemented in the 2015 financial year 
will ensure pay is closely linked to the longerterm performance 
of the group reducing maximum pay potential whilst still providing 
a strong retention tool for senior management the proposed 
changes will also simplify the remuneration structure which was 
the most consistent point of feedback received from shareholders 
the proposed changes are as follows
 – a simplified remuneration structure
 – reduction of separate equity incentives arrangements into 
one single plan and the elimination of share options
 – overall reduction in maximum pay potential
 – more demanding performance targets and a lower level of 
payout for threshold performance under the new performance 
share plan
 – maximum bonus and share awards under the performance share 
plan increased to replace in part the value of share options 
 – introduction of a deferral requirement over a twoyear period and
 – introduction of share ownership guidelines and clawback provisions
we see 2014 as a transitional year during which subject to 
shareholder approval of the proposed remuneration structure 
and performance share plan rules at the may 2014 annual 
general meeting we shall move towards a new reward framework 
as shareholders will not be asked to approve the arrangements 
until may almost halfway into the financial year the existing 
remuneration structure will apply for the 2014 financial year 
the new proposed remuneration policy will then take full effect 
during 2015 subject to binding approval at the 2014 agm 
full details of the new policy are set out on pages 46 to 51
this means that 2014 is the last year in which the group will 
make grants of options to the executive directors and the policy 
levels under the performance share plan and coinvestment 
arrangements will be the same as we had in place in 2013
i hope our shareholders will support the directors’  
remuneration report
andrew kemp
remuneration committee chairman
28 february 2014 38 robert walters plc
annual report  accounts 2013
annual report on remuneration
this section of the report provides details of the payments made to directors in respect of the 2013 financial year
single total figure audited
executive directors 
the total remuneration for 2013 and comparative prior year figures for each executive director is set out in the table below
2013
base  
salary  
£’000
other
1
 benefits 
£’000
pension 
£’000
total
fixed
pay
£’000
bonus 
£’000
ltips
2
 
£’000
total 
variable
 pay 
£’000
total 
£’000
r c walters 537 60 107 704 537 – 537 1241
g p daubeney 448 48 89 585 448 – 448 1033
a r bannatyne 328 27 66 421 328 – 328 749
1313 135 262 1710 1313 – 1313 3023
2012
base 
salary 
£’000
other
1
 
benefits 
£’000
pension 
£’000
total 
fixed 
pay 
£’000
bonus 
£’000
ltips
3
 
£’000
total 
variable 
pay 
£’000
total 
£’000
r c walters 537 60 107 704 – 464 464 1168
g p daubeney 448 48 89 585 – 311 311 896
a r bannatyne 328 27 66 421 – 273 273 694
1313 135 262 1710 – 1048 1048 2758
1 each of the executive directors is entitled to a range of benefits comprising permanent health insurance private medical insurance car allowance and mortgage subsidy  
all benefits are subject to annual review 
2 the performance conditions targets and actual performance for both the performance share plan and executive share option scheme are detailed on pages 39 and 40 
3 fy 2012 ltips comprise share options and performance share awards granted in march 2010 vesting in march 2013 based on performance assessed over the threeyear 
period ending on 31 december 2012
chairman and nonexecutive directors audited
the total remuneration for 2013 and 2012 for the chairman and each nonexecutive director is set out in the table below
2013 2012
base 
salary  
£’000
total
1
 
fixed pay 
£’000
base
salary 
£’000
total
1
 
fixed pay 
£’000
l van de walle 100 100 25 25
p s aiken – – 64 64
m a griffiths 36 36 62 62
b mcarthurmuscroft 42 42 – –
c hui 51 51 51 51
a d kemp 62 62 62 62
r p tenzer – – 20 20
291 291 284 284
1 no other taxable benefits payable to the chairman and nonexecutive directors 
additional details in respect of the single total figure
annual bonus 
for 2013 the committee determined the annual bonus payment for the executive directors by reference to specific performance targets 
set at the beginning of the year the performance measures were
 – profit before taxation for the group 60 weighting with full payment of this component requiring an increase in profit before taxation 
set at a challenging level at the beginning of the year the committee has determined that at this time the performance targets 
under the annual bonus represent commercially sensitive information although shareholders may prefer the public disclosure of 
these targets the board believes that this would be damaging to the company and useful to our competitors in short public 
disclosure is not in shareholders’ longerterm interests if the board decides that targets are no longer commercially sensitive 
they will be disclosed and
 – personal kpis 40 weighting which include strategic performance objectives such as the successful execution of the group’s 
investment strategy opening of new offices staff retention and development client and candidate satisfaction innovation and 
improvements to it infrastructure
the business exceeded the stretch target set for profit before taxation at the beginning of the year and all executive directors performed 
well against their personal objectives consequently bonuses of 100 of salary were awarded to all executive directors over the last 
five years the average total bonus payout has been 52 of salary
report of the remuneration committee continued  robert walters plc 39
 annual report  accounts 2013
longterm incentive plans
a share options 
share options granted in march 2011 are due to vest in march 2014 subject to the achievement of stretching performance conditions 
determined at the beginning of 2011 over the threeyear period ending on 31 december 2013 details of the performance levels achieved 
over this threeyear period are set out below
performance measure weighting
performance required for  
minimum vesting  
ie 33 of award
performance required for 
maximum vesting  
ie 100 of award
actual  
performance
actual  
 of vesting  
achieved
compound annual increase in 
eps compared to the increase 
in rpi over three years
100 the group’s annualised 
eps growth rate must 
exceed the uk retail 
price index by at least 
an annual compound 
growth of 8  
rpi  8
the group’s annualised 
eps growth rate must 
exceed the uk retail 
price index by at least 
an annual compound 
growth of 14  
rpi  14
the group’s annualised 
eps growth was below 
the minimum threshold 
vesting level
0
total to vest in march 2014 0
as the minimum threshold performance required was not achieved no share options will vest in march 2014 over the last five years 
the average actual percentage vesting of the options has been 20 of the initial award this is illustrative of the stretching nature of the 
eps targets over that period
the performance conditions for all outstanding share options can be found on page 40
b performance share plan psp
psp awards granted in march 2011 are scheduled to vest in march 2014 subject to the achievement of stretching performance conditions 
over the threeyear period ending on 31 december 2013 details of the performance levels achieved over this threeyear period are set 
out below
performance measure weighting
performance required for  
minimum vesting  
ie 33 of award
performance required for  
maximum vesting  
ie 100 of award
actual  
performance
actual 
 of vesting  
achieved
compound annual increase in 
eps compared to the increase 
in rpi over three years
50 the group’s annualised 
eps growth rate to 
exceed the uk retail 
price index by at least 
an annual compound 
growth of 8
the group’s annualised 
eps growth rate to 
exceed the uk retail 
price index by at least 
an annual compound 
growth of 14
the group’s annualised 
eps growth was below 
the minimum threshold 
vesting level
0
relative tsr measured against 
the ftse small cap index over 
three years
50 relative tsr of the 
group matches the 
median relative tsr 
performance of the 
ftse small cap index
relative tsr of the 
group exceeds the 
median relative tsr 
performance of the 
ftse small cap index 
by at least an annual 
compound growth of 
125
tsr over the three
year period ended 31 
december 2013 was 
10 compared to a 
median tsr of the 
ftse small cap index 
of 52
0
total to vest in march 2014 0
as the minimum threshold performance required was not achieved for either the eps or tsr performance conditions no awards will vest 
in march 2014
the executive directors also participated in the coinvestment opportunity in march 2011 with each of them investing in shares at the 
maximum level of 25 of salary an award of coinvestment shares was then made over the number of shares which could have been 
acquired had the amount of salary invested been on a pretax basis the performance conditions are the same as the psp awards 
above and as a consequence no coinvestment awards will vest in march 2014 either
the committee has limited powers to exercise discretion in relation to the vesting of the psp or coinvestment awards subject 
to a genuine improvement in the underlying performance of the business and there was no discretion exercised in the current year 
the performance conditions for all outstanding psp awards can be found on page 40 40 robert walters plc
annual report  accounts 2013
pensions
each of the executive directors is entitled to an annual defined contribution pension of 20 of salary into an approved money purchase 
scheme or cash in lieu of pension the chief executive takes his pension contribution as a cash allowance both the chief financial 
officer and the chief operating officer opted to take that element of their contribution over and above the limit set by hmrc in cash 
the normal retirement age of each director is in line with government legislation and no additional benefit would become receivable 
by a director in the event that the director retires early
longterm incentives awarded in 2013 audited
share options
in march 2013 the executive directors were granted market value options as follows 
options  
granted
grant price 
p
3
strike price 
or ‘face value’ 
£
1
fair value
 £
2
 award vesting at 
minimum threshold 
performance
maximum 
 of face 
value that 
could vest
r c walters 300000 211 633000 182747 33 100
g p daubeney 250000 211 527500 152289 33 100
a r bannatyne 200000 211 422000 121831 33 100
1 face value has been calculated as the maximum number of shares that would vest if all performance measures and targets are met multiplied by the share price at date  
of grant 
2 fair value has been calculated as the fair value of one share as provided by hewitt new bridge street’s stochastic option pricing model multiplied by the number 
of options granted
3 grant price is the market value at the time of grant
the performance period is the threeyear period ending 31 december 2015 target ranges are set at the beginning of the period and assessed 
against information available at that point in time the vesting of share options granted is subject to the achievement of earnings per share 
growth which exceeds the percentage increase in the uk retail price index by at least an annual compound growth of 8 per annum over a 
period of three financial years of the group on satisfaction of this performance target one third of the options vest the options vest in full only 
where earnings per share growth matches the uk retail price index plus an annual compound growth of 14 vesting between these points 
is linear to the extent that the performance targets are not met at the end of the threeyear period options will lapse the share options are 
only exercisable between three and ten years from the date of grant
performance share plan psp
in april 2013 the executive directors were granted psp and coinvestment awards to the value of approximately 150 of salary as follows 
share  
awards
coinvestment 
awards
grant price 
p
3
face value 
£
1
 
fair value 
£
2
 award vesting at 
minimum threshold 
performance
maximum 
 of face 
value that 
could vest
r c walters 269901 112534 217 829884 576810 33 100
g p daubeney 224251 93823 217 690221 479738 33 100
a r bannatyne 161789 68709 217 500181 347650 33 100
1 face value has been calculated as the maximum number of shares that would vest if all performance measures and targets are met multiplied by the share price at date of grant 
2 fair value has been calculated as the fair value of one share as provided by hewitt new bridge street’s stochastic option pricing model multiplied by the number of  
options granted
3 grant price is the market value at the time of grant
the performance period is the threeyear period ending 31 december 2015 the performance criteria for psp awards comprise two 
separate components half the shares awarded will vest subject to meeting earnings per share growth targets in the event that group 
performance exceeds the uk retail price index by at least an annual compound growth of 8 per annum over a period of three financial 
years one third of the shares will vest there is then a straightline increase in vesting with 100 vesting where earnings per share growth 
matches the uk retail index plus annual compound growth of 14 vesting of the remaining half of the shares is determined by reference 
to relative tsr over a threeyear period no vesting occurs of such shares unless performance at least matches the performance of the 
ftse small cap index and full vesting occurs when tsr exceeds the ftse small cap index by annual compound growth of 125 
this level of performance is deemed to be broadly equivalent to upper quartile performance to the extent that the performance targets 
are not met at the end of the threeyear period the shares will lapse 
the psp also permits the award of coinvestment shares to participate in the coinvestment opportunity each participant must 
invest in shares using personal funds up to a maximum of 25 of salary and on the condition that these shares are held until the date 
of vesting an award of coinvestment shares will then be made over that number of shares which could have been acquired had the 
amount of salary invested been on a pretax basis
report of the remuneration committee continued  robert walters plc 41
 annual report  accounts 2013
statement of directors’ shareholding and share interests audited
share options
details of the options to acquire ordinary shares in the company granted to or held by the directors under the company’s executive 
share option scheme or saye option scheme are as follows
options at 
1 january  
2013
options 
granted 
during the 
year
options 
exercised 
during the 
year
options 
lapsed 
during the 
year
options at 
31 december  
2013
price 
granted
1
 
p
share price 
on exercise 
p
exercise  
dates
r c walters
executive options 300000 – – – 300000 208 – mar 2013 – mar 2020
saye options 3740 – – – 3740 243 – may 2014 – nov 2014
executive options 300000 – – – 300000 329 – mar 2014 – mar 2021
executive options 300000 – – – 300000 227 – mar 2015 – mar 2022
executive options – 300000 – – 300000 211 – mar 2016 – mar 2023
 903740 300000 – – 1203740
g p daubeney
executive options 250000 – – – 250000 208 – mar 2013 – mar 2020
saye options 3740 – – – 3740 243 – may 2014 – nov 2014
executive options 250000 – – – 250000 329 – mar 2014 – mar 2021
executive options 250000 – – – 250000 227 – mar 2015 – mar 2022
executive options – 250000 – – 250000 211 – mar 2016 – mar 2023
753740 250000 – – 1003740
a r bannatyne
executive options 200000 – – – 200000 208 – mar 2013 – mar 2020
saye options 3740 – – – 3740 243 – may 2014 – nov 2014
executive options 200000 – – – 200000 329 – mar 2014 – mar 2021
executive options 200000 – – – 200000 227 – mar 2015 – mar 2022
executive options – 200000 – – 200000 211 – mar 2016 – mar 2023
603740 200000 – – 803740
2261220 750000 – – 3011220
1 market price when awarded except for saye options which were granted at a 20 discount to the market price
the performance criteria of the options are detailed in note 18
the market price of the ordinary shares at 31 december 2013 was 312p per share 2012 193p per share and the range during the year 
was 193p to 336p per share 42 robert walters plc
annual report  accounts 2013
performance share plan psp audited
there are currently 59 senior executives who participate in the psp the maximum number of shares receivable by executive directors 
is as follows
date of  
grant
 share 
awards
co
investment 
awards
 vested 
during year
 lapsed 
during year
at 31 
december 
2013
 exercise 
date
r c walters
march 2010 275602 137055 206329 206328 – march 2013
march 2011 163496 100104 – – 263600 march 2014
march 2012 243909 117719 – – 361628 march 2015
march 2013 269901 112534 – – 382435 march 2016
952908 467412 206329 206328 1007663
g p daubeney
march 2010 227324 49057 138191 138190 – march 2013
march 2011 136304 84406 – – 220710 march 2014
march 2012 203356 98146 – – 301502 march 2015
march 2013 224251 93823 – – 318074 march 2016
791235 325432 138191 138190 840286
a r bannatyne
march 2010 162032 80578 121305 121305 – march 2013
march 2011 99824 56380 – – 156204 march 2014
march 2012 148922 71875 – – 220797 march 2015
march 2013 161789 68709 – – 230498 march 2016
572567 277542 121305 121305 607499
in accordance with the guidance issued by the association of british insurers and consistent with the rules of the company’s share 
schemes the maximum number of new shares that may be issued in respect of all share schemes is limited to 10 of the issued share 
capital at 1 january 2014 the company had outstanding options representing 75 of issued share capital 
the company also has an employee benefit trust that may acquire shares in order to meet contingent obligations under sharebased 
incentive schemes 
in the event of a change of control the rules specify that all awards would vest subject to satisfaction of the performance conditions  
the awards would normally then be pro rated to reflect the period of time between the date of grant and the date of change of control 
further information relating to all equity awards currently available to executive directors is detailed on pages 41 and 42 and in note 18 
to the accounts
directors’ interests in shares
the directors who held office at 31 december 2013 had the following interests in the ordinary shares of the company
31 december  
2013  
number
31 december 
2012  
number
r c walters 2450805 2399899
g p daubeney 1798019 1772331
a r bannatyne 250799 244098
b mcarthurmuscroft 7140 –
a d kemp 10000 10000
l van de walle 15311 15000
c hui 10000 –
in 2013 there was no guideline for the director’s to own shares in the group however the proposed new remuneration structure would 
have a recommended minimum holding of 200 of salary
report of the remuneration committee continued  robert walters plc 43
 annual report  accounts 2013
the percentage and value of the shareholdings of the executive 
directors based on the share price at 31 december 2013 and 
expressed as a percentage of salary are as follows
shares held
 of 
issued  
share 
capital
 of  
salary
r c walters 318 1422
g p daubeney 234 1250
a r bannatyne 033 238
performance graph
the following graph shows the company’s performance 
compared with the performance of the ftse small cap index 
selected because robert walters plc is a constituent 
measured by tsr 
tsr performance graph since 1 jan 2009
400
350
300
250
2009 2012 2013 2011 2010
200
150
100
50
0
robert walters ftse small cap
tsr is calculated by datastream as the growth or fall in value of a 
shareholding from the date of initial investment over time with the 
assumption that dividends are reinvested to purchase additional 
shares in the company 
ceo information
the group believes strongly that remuneration should be linked 
to performance the following graph and table give a perspective 
of the chief executive’s pay over a period of ten years 
300
250
2003 2004 2013 2009 2010 2011 2012 2007 2008 2005 2006
200
150
100
50
0
ceo ftse small cap
ceo base pay and tsr performance graph
this graph shows how the chief executive’s base salary 
has increased since 2003 against the total shareholder return 
tsr of the ftse small cap index over the same period during 
the 12 months ended 31 december 2013 the share price has 
increased from £193 per share to £312 per share the equivalent 
to an increase in shareholder value of £100m
the following table shows the chief executive’s pay over the last ten years
r c walters
total 
remuneration 
£’000
1
 of 
total bonus paid 
against maximum 
opportunity
2
 
 of 
ltips vesting
 against maximum 
opportunity
3
period over  
which the ltips  
performance targets  
are based on 
2013 1241 100 0 2010–2013
2012 1168 0 71 2009–2012
2011 1699 40 35 2008–2011
2010 2112 120 32 2007–2010
2009 630 0 0 2006–2009
2008 1017 40 8 2005–2008
2007 1329 100 58 2004–2007
2006 3732 100 100 2003–2006
2005 3740 100 100 2002–2005
2004 831 100 44 2001–2004
total average 70 45
1 total remuneration is calculated as the total of fixed and variable pay based on the same calculation method used in the single total figure table on page 38 
2  of total bonus paid against maximum opportunity is calculated as the annual bonus pay out in each respective year based on the same calculation method used 
in the single total figure table as a  of the maximum opportunity 
3  of ltips vesting against maximum opportunity is calculated as the number of share options and psp awards that have vested in the year in which the performance 
conditions ends as a  of the maximum vesting opportunity 44 robert walters plc
annual report  accounts 2013
chief executive’s pay compared to employees
the table below shows the yearonyear percentage movement of base pay other benefits and annual bonus in 2013 for the chief executive 
compared with the average percentage change for group employees
the chief executive’s remuneration disclosed in the table below uses the same information for base salary other benefits and bonus 
as the single total figure on page 38 the group employee pay is calculated using the movement of the average remuneration per head 
for all group employees 
base  
salary 

other 
benefits 
including 
pension 
£’000
bonus 
£’000
r c walters 0 0 na
1
all employees 23 21 247
1 the chief executive received no bonus in 2012 therefore no formulaic calculation of the movement can be provided
relative importance of the spend on pay
the group spent the following amounts on remuneration of employees dividends and corporation tax for the years ended 31 december 
2012 and 2013
2013 
£’000
2012 
£’000
total remuneration 139812 128722
dividend paid 3826 3684
taxation charge 3915 2838
1 total remuneration of employees includes wages and salaries social security costs pensions costs and sharebased payments for all employees including directors 
further details of the total remuneration of the group are given in note 4
2 the total dividend paid during the year ended 31 december 2013 was £38m based on a final dividend of £27m paid on 14 june 2013 and an interim dividend of £11m paid 
on 18 october 2013 further details on dividends are given in note 6
3 taxation charge during the year represents the corporation taxation charge for the group during the year ended 31 december 2013
statement of implementation of remuneration policy in 2014
the group’s policy on executive directors’ remuneration and implementation for the year ended 31 december 2014 will be as follows
i base salary
for 2014 the average salary increases for employees other than executive directors will be approximately 34 the committee has 
decided to give the executive directors salary increases lower than the average salary increase robert walters giles daubeney 
and alan bannatyne will each receive a base salary increase of 25
the graph below sets out the base salaries of the executive directors over the last three years and the salaries for 2014 
600000
£
2011
524000
537000
537000
550000
437000
448000
448000
459000
320000
328000
328000
336000
2012
chief executive chief operating ofﬁcer chief financial ofﬁcer
2013 2014 2011 2012 2013 2014 2011 2012 2013 2014
500000
400000
300000
100000
200000
0
base salaries of the executive directors
ii other benefits
after reviewing the value of the benefits the committee has decided that benefits will not be increased in 2014
report of the remuneration committee continued  robert walters plc 45
 annual report  accounts 2013
iii annual bonus 
for 2014 the committee has determined that the annual 
bonus payment for the executive directors will be by reference 
to specific performance targets set at the beginning of the year 
the performance measures are
 – profit before taxation for the group 60 weighting and
 – personal kpis 40 weighting which include strategic 
performance objectives such as the successful execution of 
the group’s investment strategy opening of new offices staff 
retention and development client and candidate satisfaction 
innovation such as the roll out of the group’s social media 
strategy and cost effective improvements to it infrastructure 
including the commencement of an upgrade to the front  
office software
for 2014 the ontarget and maximum bonus for each of the 
executive directors remain set at 100 of salary
iv longterm incentive plans
a share options 
the table below shows the proposed share options that will be 
granted in 2014 for each executive director
2014  
share  
options 
robert walters 300000
giles daubeney 250000
alan bannatyne 200000
there is no change to the proposed level of share options to be 
awarded compared to 2013
the performance period is the threeyear period ending 31 december 
2016 the performance conditions for these share options was 
reviewed in early 2014 in the light of all available information at that 
time the threshold levels were increased to greater percentages 
than previously and the vesting minimum and maximum ranges 
set at 115p and 14p respectively more details of these can be 
found on page 40
the robert walters save as you earn saye option scheme 
is an hmrcapproved scheme open to all permanent uk 
employees allowing an individual to acquire options over ordinary 
shares of the company at a discount of up to 20 of their market 
price up to a maximum value of £9000 £18000 from 2014 
options granted under the scheme can normally be exercised 
during a period of six months starting on the third anniversary 
of the start of the relevant saye contract each of the executive 
directors are expected to enrol in full on the next scheme which 
will commence in 2014
b performance share plan psp
for 2014 it is proposed that each executive director will receive 
psp awards to the value of 100 of ‘pay’ which is defined in the 
scheme rules as basic salary plus cashdenominated benefits 
in kind these grants will be awarded on the same basis as the 
2013 grants as in prior years this equates to 120 of base salary 
additionally as part of the coinvestment opportunity each 
executive director is able to invest their personal funds up to 25 
of salary 
the performance period is the threeyear period ending 31 december 
2016 the performance conditions for these psp awards are the 
same as 2013 and details of these can be found on page 40
v pensions
there are no proposed changes in the level of pension 
contributions as a percentage of base salary for each executive 
director in 2014
the remuneration committee
the remuneration committee comprises andrew kemp 
chairman brian mcarthurmuscroft and carol hui all of whom 
are independent nonexecutive directors and it is the intention 
of the chairman of the board leslie van de walle to be in 
attendance for all meetings brian mcarthurmuscroft was 
appointed to the committee on 1 may 2013 with martin griffiths 
resigning on 1 august 2013
the purpose of the committee is to consider all aspects of 
executive directors’ remuneration and to determine the specific 
remuneration packages of the executive directors including 
bonus schemes pension contributions and other benefits the 
committee also determines the remuneration of the chairman 
the committee ensures that the remuneration packages are 
competitive within the recruitment industry and reflect both group 
and personal performance during the year whilst also having 
regard to the broader levels of remuneration within the group itself 
and environmental social and governance issues the committee 
meets when required to consider all aspects of executive 
directors’ remuneration and received independent external advice 
from towers watson and hewitt new bridge street consultants 
llp during the year the committee has satisfied itself that the 
advice provided is independent and objective towers watson and 
hewitt new bridge street have been formally appointed by the 
committee neither firm provides other services to the committee 
and both are members of the remuneration consultants group 
and the committee is satisfied that no conflicts of interest have 
arisen the fees paid to these firms during the year were £40000 
to towers watson and £11000 to hewitt new bridge street  
the terms of reference of the remuneration committee are 
available upon request
voting at general meeting
at the group’s agm in may 2013 the resolution to approve the 
remuneration report was passed with 52371508 911 of the 
votes cast in favour 5114554 89 of the votes cast against 
which represented less than 1 of the total number of unique 
shareholders at the time 5126411 votes were withheld 46 robert walters plc
annual report  accounts 2013
directors’ remuneration policy
this section details the group’s remuneration policy for executive directors which is expected to be applicable for the 2015 to 2017 
financial years subject to shareholder approval and a binding vote during the 2014 annual general meeting the 2014 policy which is 
not subject to a shareholder binding vote has been detailed in the annual report on remuneration 2014 will be a transition year before 
the new policy detailed in this section will take effect on 1 january 2015 this transitional year will be necessary as the group moves 
to an entirely new pay policy including the introduction of new share plans as outlined below
how the committee sets remuneration
the committee reviews the group’s remuneration philosophy and structure each year to ensure the remuneration framework remains 
effective in supporting the group’s business objectives the review ensures the policy is in line with best practice and fairly rewards 
individuals for the contribution to the business having regard for the size and complexity of the group’s operations and the need 
to motivate and attract employees of the highest calibre
the total remuneration package links corporate and individual performance with an appropriate balance between long and shortterm 
elements and fixed and variable components the policy is designed to incentivise executive directors to meet the company’s key 
objectives and therefore a significant portion of total remuneration is performance related 
2015 directors’ remuneration policy
the table below sets out the detailed workings of each component of total remuneration which will be provided to executive directors 
from 2015 onwards this policy is intended to apply from 1 january 2015 
element 
link to  
strategic objectives operation
maximum  
potential
performance conditions  
and assessment
base salary the base salary of each 
executive director takes into 
account the performance 
of each individual and is 
set at an appropriate level 
to secure and retain the 
talent needed to deliver the 
group’s strategic objectives
salaries are reviewed 
annually on 1 january and 
are influenced by
–  information from relevant 
comparator groups
–  the performance of 
each individual executive 
director and
–  average increases for 
employees across the 
group as a whole
annual increases will not 
exceed 75  rpi or 
the average increase of 
employees across the group 
in any given year whichever 
is higher
the level of increase may 
deviate from this maximum 
in the case of special 
circumstances for example 
increases in responsibilities 
or promotion in these 
cases any exceptional 
increase will not exceed 
20 a year
base salary increases 
are set in line with market 
movement and also consider 
the average salary increase 
for other employees across 
the group 
pensions to provide a competitive 
employment benefit and 
longterm security
robert walters operates 
a money purchase pension 
scheme executive directors 
participating in the pension 
plan benefit from annual 
group contributions worth 
20 of base salary
executive directors are 
entitled to take all or part of 
their pension contributions 
as a cash allowance
20 of salary na
report of the remuneration committee continued  robert walters plc 47
 annual report  accounts 2013
element 
link to  
strategic objectives operation
maximum  
potential
performance conditions  
and assessment
other 
benefits
34
to provide competitive 
employment benefits
benefits currently include 
car allowance mortgage 
subsidy permanent health 
insurance and private 
medical insurance and may 
also include other benefits in 
future relocation assistance 
may also be provided – see 
notes for further clarity
all benefits are subject 
to annual review to ensure 
they remain in line with 
market practice
the company will continue 
to operate the save as you 
earn saye option scheme 
– see notes for further detail
maximum benefit costs 
will not exceed a value of 
£70000 a year indexed 
to inflation
maximum benefit costs will 
be in line with the market 
related cost of providing 
these benefits
annual bonus
1
the annual bonus is 
designed to drive the 
achievement of the group’s 
financial and strategic 
business targets on an 
annual basis 
the ontarget bonus 
opportunity is 975 of 
salary and is dependent 
upon the achievement 
of specific annual 
performance conditions
one third of any earned 
bonus will be deferred 
for two years into shares 
payable in equal tranches 
at the end of years 1 and 2
a clawback provision will 
operate in respect of any 
deferred shares in the event 
of material restatement 
of previously published 
financial statements
the maximum bonus 
opportunity is 150 of 
salary for the achievement 
of stretch performance in 
any given year ie 110 
of budget or higher
threshold performance 
ie 90 of budget equates 
to 525 of salary based 
on achieving threshold profit 
before taxation zero 
payment will be made 
for performance below 
threshold performance
performance is measured 
over one financial year 
based on the following 
measures
–  financial targets as set 
out in the budget at the 
start of the year and
–  individual kpis set against 
predetermined strategic 
performance objectives
the intended weighting of 
these measures is not less 
than 70 financial and no 
more than 30 individual 
the committee will reserve 
the right to determine which 
performance measures and 
targets are to be used at the 
beginning of each financial 
year in order to align to the 
group’s strategic objectives
the committee will not 
change the mix of measures 
or targets midyear but does 
retain the right to apply its 
judgement when assessing 
formulaic outcomes in 
the case of a material 
misstatement of financial 
results or similar situation 
the committee will not 
exercise discretion to reward 
failure and will report on 
any exercise of discretion 
that changes the amount 
of remuneration paid in 
any year 48 robert walters plc
annual report  accounts 2013
element 
link to  
strategic objectives operation
maximum  
potential
performance conditions  
and assessment
performance 
share plan 
psp award
2
the psp is designed to 
promote staff retention 
motivate employees across 
the group and promote  
the unification of efforts 
towards groupwide 
strategic objectives
the longerterm nature  
of these equity awards  
also aligns leadership with 
the longerterm returns  
of the business and 
shareholder interests
psp awards are granted 
annually and vest after  
three years dependent 
on the achievement of 
performance conditions  
over a threeyear period 
the normal level of award 
is 180 of salary and the 
intention is that this will be 
the initial level applied  
in 2015
the group will apply a 
clawback provision in the 
event of material restatement 
of previously published 
financial statements within 
18 months of the financial 
year end of the year in  
which the psp shares  
were awarded
the maximum award 
of performance shares 
that may be made to an 
executive director in any 
financial year is limited to 
shares with an aggregate 
market value of 200 of 
base salary 
threshold performance 
will result in the vesting of 
30 of the shares under 
award while maximum 
performance will result in 
full vesting there will be 
no vesting for performance 
below threshold
performance will be 
measured over a  
threeyear period  
subject to the following 
performance conditions
–  50 of the award will 
vest based on total 
shareholder return tsr 
relative to the ftse small 
cap index and 
–  50 of the award will vest 
based on earnings per 
share eps growth over 
the period 
the tsr and eps 
components will operate 
independently vesting levels 
between threshold and 
maximum performance will 
be calculated on a straight
line basis
notes to the policy table
1 in relation to the annual bonus
 a  the financial performance target will be set by the board at the beginning of each year and will include measures such as profit before taxation in order to achieve 
maximum payout the financial target will be significantly ahead of budgets and market consensus
 b  personal kpis are linked to the delivery of key projects designed to enhance the group’s operational strength and competitiveness in line with future strategy at the 
end of the financial year the committee meets to assess the performance of each executive director against the financial performance targets and personal kpis and 
determine the bonus payout examples of kpis include successful execution of the group’s investment strategy opening of new offices staff retention and 
development client and candidate satisfaction innovation and cost effective improvements to it infrastructure there is no formulaic threshold vesting for personal kpis 
and it is for the remuneration committee to judge performance against individual kpis
 c  the financial targets of the awards eg profit before taxation are not currently disclosed as these are deemed to be commercially sensitive the committee proposes 
to disclose these targets in future at such a time when they are no longer deemed to be commercially sensitive
2 in relation to the psp the vesting criteria are split into the following two components 
 a  in determining the threeyear eps targets the first year will be set using a specific growth target which represents the most reasonable current expectation for year 
one performance of the committee taking into account all available data years two and three targets are then based on a fixed rate of growth in earnings per share of 
uk rpi  8 the overall threshold target will be the compound result of years one two and three at threshold 30 of the awards will vest there is then a straightline 
increase in vesting with 100 vesting occurring where eps growth matches the annual compound growth rate of uk rpi  14 in respect of years two and three likely 
to be in excess of 65 compound growth in eps in a reasonably favourable economic environment 
 b  in relation to the tsr performance condition no vesting will occur unless performance at least matches the performance of the ftse small cap index and full vesting 
occurs when tsr exceeds the ftse small cap index by annual compound growth of 125 this level of performance is deemed to be broadly equivalent to upper 
quartile performance
 c  the two criteria above have been selected on the basis that they are considered to be stretching and that they align the interests of management with shareholders 
the existence of a marketrelated component ensures that performance is also benchmarked against relative performance and not just absolute performance
  in addition any vesting will be subject to satisfactory financial performance over the period as determined by the committee the committee will retain the right to change 
the performance measures targets and weightings within the framework of policy as appropriate at the beginning of each plan cycle to reflect the company’s current 
operations performance measures targets and weightings will be set at the beginning of each three year period and will not be adjusted mid cycle although the committee 
does retain the right to alter formulaic vesting of awards in the case of material misstatement of financial results or similar situation the committee will not exercise discretion 
to reward failure and will report on any exercise of discretion that changes the amount of remuneration paid in any year
3 in addition the group is proposing to continue to operate the robert walters save as you earn saye option scheme which is an hmrcapproved scheme open to 
all permanent uk employees each individual is allowed to acquire options over ordinary shares of the company at a discount of up to 20 of their market price up to a 
maximum value of £18000 options granted under the scheme can normally be exercised during a period of six months starting on the third anniversary of the start of the 
relevant saye contract the current scheme ends in 2014 and it is management’s proposal to start a new scheme in 2014 which will vest in 2017 all executive directors 
are expected to enrol in this new scheme 
4 in respect of other benefits the maximum benefit costs of £70000 a year exclude potential costs in respect of any relocation
report of the remuneration committee continued  robert walters plc 49
 annual report  accounts 2013
chairman and nonexecutive directors
the table below sets out the fees payable to the chairman and nonexecutive directors
element 
link to  
strategic objectives operation
maximum  
potential
performance conditions  
and assessment
chairman the group seeks to pay 
fees which reflect the level 
of responsibility expected 
of the chairman which 
remain competitive with peer 
company fee levels
in order to ensure no 
potential impairment to the 
required impartiality and 
objectivity of the chairman 
there is intentionally no link 
to performance
the remuneration of the 
chairman is determined 
annually by the 
remuneration committee
the fee levels are set based 
on outside independent 
advice along with a review 
of current practices in other 
companies
employment contracts are 
terminable by either party 
giving not less than three 
months’ written notice at  
any time 
the chairman does not 
participate in any of the 
company’s share schemes 
pension schemes or bonus 
arrangements 
the fees for the chairman 
are determined by reference 
to benchmark market data
reasonable travel expenses 
are reimbursed
increases in fee value in any 
given year will be in line with 
market movement and will 
not exceed a maximum of 
10  rpi in any given year
the chairman is subject  
to an annual board 
evaluation but no element  
of pay is specifically  
linked to performance  
conditions or the outcome  
of this assessment
non
executive 
directors
the group seeks to pay 
fees which reflect the level 
of responsibility expected 
of nonexecutive directors 
which remain competitive 
with peer company  
fee levels
in order to ensure no 
potential impairment to the 
required impartiality and 
objectivity of the non
executive directors there  
is intentionally no link  
to performance 
the remuneration of the 
nonexecutive directors is 
determined annually by the 
board as a whole
the fee levels are set based 
on outside independent 
advice along with a review 
of current practices in  
other companies 
employment contracts are 
terminable by either party 
giving not less than three 
months’ written notice at  
any time
nonexecutive directors  
do not participate in any 
of the company’s share 
schemes pension schemes 
or bonus arrangements
the fees for nonexecutive 
directors are determined 
by reference to benchmark 
market data
a board committee 
chairman and the senior 
independent director 
may receive an additional 
fee commensurate to the 
additional responsibility 
and time commitment
in addition to the above 
reasonable travel expenses 
are reimbursed
increases in fee value in any 
given year will be in line with 
market movement and will 
not exceed a maximum of 
10  rpi in any given year
nonexecutive directors are 
subject to an annual board 
evaluation but no element  
of pay is specifically linked  
to performance conditions 
or the outcome of  
this assessment 50 robert walters plc
annual report  accounts 2013
illustration of total future remuneration from 2015 remuneration packages
the graphs below provide estimates of the potential total future remuneration for each of the executive directors in respect of the 
remuneration opportunity per the 2015 policy 
2500
minimum
100 464 285
345 325
191
390
100 463 283
346 326
191
391
100 459 280
348 327
193
393
chief executive chief operating ofﬁcer chief financial ofﬁcer
ontarget maximum minimum ontarget maximum minimum ontarget maximum
2000
1500
1000
500
0
value of package £000
 fixed pay  annual bonus  longterm incentives
each element of remuneration is defined in the table below
element description
fixed pay the last confirmed total amount of salary pension and benefits 
annual bonus the annual bonus  set out in the future policy table and based on the last confirmed salary
longterm incentives shares awarded under the psp as set out in the future policy table and based on the last confirmed salary
the assumptions underlying each scenario are outlined below
all scenarios
 – base salary other benefits and pensions remain consistent across all scenarios
 – the amounts shown under the psps are based on an expected value basis
minimum
 – none of the annual bonus and psp awards would be payable
ontarget
 – ontarget annual bonus of 975 of salary would be payable
 – the ontarget figure for the psp aligns with the level of vesting at threshold which is 30 resulting in a notional payout of 54 
of salary of a notional 180 award of base salary
maximum
 – the annual bonus payable at the maximum percentage is 150 of base salary
 – the psp awards would be assumed to have vested in full and would represent a notional 180 award of base salary
recruitment and appointment policy
any remuneration arrangements for a new director will be in line with the remuneration policy for existing directors incentive awards 
will be in line with the current awards given to directors and will be subject to the same maximum award levels and vesting criteria 
where the appointee has variable remuneration arrangements with a previous employer that will be forfeited on the termination of 
that employment the committee reserves the right to offer a sharebased buyout for value foregone this is meant to facilitate the 
recruitment of key individuals in accordance with the rules of the uk listing authority any such award would only be made in exceptional 
circumstances would not exceed the expected value being forfeited and would include performance and timing conditions appropriate 
to the group 
relocation costs which are reasonable and appropriate may also be paid should the recruitment require
report of the remuneration committee continued  robert walters plc 51
 annual report  accounts 2013
policy on payment for loss of office
in the event of early termination of a director’s service contract 
the group has an absolute requirement to pay compensation 
reflecting the salary and benefits to which the director would have 
become entitled to under the contract during the notice period 
alternatively the group may under the contracts of employment 
in place and the rules of the plans at its discretion make the 
following payments in the event of a ‘good leaver’ scenario
 – notice period of 12 months’ base salary pension and 
contractual benefits or payments in lieu of notice
 – bonus payable for the period worked subject to the 
achievement of the relevant personal and financial performance 
conditions and
 – vesting of psps and existing share options granted under the 
executive share option scheme are governed by the rules of 
the relevant incentive plans these rules provide the committee 
with discretion to allow partial vesting depending on the extent 
to which performance conditions have been met at the date of 
cessation and the length of time the awards or options have 
been held
the committee may settle any other amounts reasonably  
due to the executive director for example to reimburse the  
leaver for a reasonable level of legal fees in connection with  
a settlement agreement
service contracts
the service contracts for each of the executive directors are 
subject to review annually these service contracts are terminable 
by either party giving up to 12 months’ written notice at any time 
and there are no specific provisions relating to any payments for 
early termination of office or in the event of a change of control
none of the executive directors currently hold significant  
nonexecutive director positions and it is expected that the 
executive directors would seek approval from the board prior  
to the acceptance of any such positions in companies outside  
the group
contracts of service date of contract
executive directors
r c walters 19 june 2000
g p daubeney 19 june 2000
a r bannatyne 1 march 2007
nonexecutive directors
m a griffiths resigned 1 august 2013 1 july 2006
a d kemp 7 november 2007
c hui 1 january 2012
l van de walle 1 october 2012
b mcarthurmuscroft  
appointed 1 may 2013 1 may 2013
in line with the uk corporate governance code all directors 
stand for election at the annual general meeting every year
legacy awards and any other contractual obligations
all contractual commitments or awards made which are 
consistent with the remuneration policy in force at the time that 
the commitment or award was made will be honoured even if they 
would not otherwise be consistent with the policy prevailing when 
the commitment is fulfilled or awards vest for example this will 
include payment for the vesting of option awards made prior to the 
introduction of this policy any contractual commitments entered 
into before the large and mediumsized companies and groups 
accounts and reports amendment regulations 2013 came into 
force or before a person became a director will also be honoured 
the tables on pages 41 and 42 show the details of the share 
options and psp awards that are currently held by each 
director and when they will vest
statement of employment conditions elsewhere in 
the group
each year prior to reviewing the remuneration of the executive 
directors the remuneration committee is presented with a report 
detailing remuneration practice across the group including an 
overview by country of how employee pay compares to the 
market and material changes during the year this report includes 
detailed comparative analysis of basic pay and variable pay 
changes within the uk where all of the executive directors are 
based the group does not directly consult with employees 
as part of the process of reviewing executive pay 
consideration of shareholders views
the committee engages in regular dialogue with shareholders 
and holds annual meetings with the company’s largest investors 
to discuss and take feedback on its remuneration policy and 
governance matters in particular the committee discusses any 
significant changes to the policy or the measures used to assess 
performance the group took part in an extensive consultation in 
late 2013 on the introduction of its new 2015 policy and specifically 
the suggested changes to annual bonus and share scheme  
design and levels these consultations were favourably received 
and provided helpful feedback in finalising the proposed policy 
included in this report
approval
this report was approved by the board of directors on 28 february 
2014 and signed on its behalf by
andrew kemp
remuneration committee chairman
28 february 2014 52 robert walters plc
annual report  accounts 2013
directors’ responsibility statement
the directors are responsible for preparing the annual report  
and the financial statements in accordance with applicable laws 
and regulations
company law requires the directors to prepare financial 
statements for each financial year under that law the directors are 
required to prepare the group financial statements in accordance 
with international financial reporting standards ifrss as 
adopted by the european union and article 4 of the ias 
regulation and have also chosen to prepare the parent company 
financial statements under ifrss as adopted by the eu under 
company law the directors must not approve the accounts unless 
they are satisfied that they give a true and fair view of the state of 
affairs of the company and of the profit or loss of the company for 
that period in preparing these financial statements international 
accounting standard 1 requires that directors
 – properly select and apply accounting policies
 – present information including accounting policies in a 
manner that provides relevant reliable comparable and 
understandable information
 – provide additional disclosures when compliance with the 
specific requirements in ifrss are insufficient to enable users 
to understand the impact of particular transactions other 
events and conditions on the entity’s financial position and 
financial performance and
 – make an assessment of the company’s ability to continue 
as a going concern
the directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the company and enable them to ensure 
that the financial statements comply with the companies act 
2006 they are also responsible for safeguarding the assets of the 
company and hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities 
the directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the company’s 
website legislation in the uk governing the preparation and 
dissemination of financial statements may differ from legislation 
in other jurisdictions
statement of the directors in respect of the annual report
as required by the code the directors confirm that they consider 
that the annual report taken as a whole is fair balanced and 
understandable and provides the information necessary for 
shareholders to assess the group’s performance business model 
and strategy when arriving at this position the board was assisted 
by a number of processes including the following
 – the annual report is drafted by appropriate senior 
management with overall coordination by the group marketing 
director and group financial controller to ensure consistency 
across sections
 – an extensive verification process is undertaken to ensure 
factual accuracy
 – comprehensive reviews of drafts of the report are  
undertaken by members of the executive board and  
senior management team
 – an advanced draft is considered and reviewed by two regional 
managing directors and the legal general counsel and
 – the final draft is reviewed by the audit committee prior to 
consideration by the board
responsibility statement
we confirm that to the best of our knowledge
 – the financial statements prepared in accordance with 
international financial reporting standards give a true and fair 
view of the assets liabilities financial position and profit or loss 
of the company and the undertakings included in the 
consolidation taken as a whole and
 – the strategic report includes a fair review of the development 
and performance of the business and the position of the 
company and the undertakings included in the consolidation 
taken as a whole together with a description of the principal 
risks and uncertainties that they face
by order of the board
alan bannatyne
chief financial officer
28 february 2014  robert walters plc 53
 annual report  accounts 2013
opinion on financial statements of robert walters plc
in our opinion
 – the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 december 
2013 and of the group’s profit for the year then ended
 – the group financial statements have been properly prepared in accordance with international financial reporting standards ifrss 
as adopted by the european union
 – the parent company financial statements have been properly prepared in accordance with ifrss as adopted by the european union 
and as applied in accordance with the provisions of the companies act 2006 and
 – the financial statements have been prepared in accordance with the requirements of the companies act 2006 and as regards the 
group financial statements article 4 of the ias regulation
the financial statements comprise the consolidated income statement the consolidated statement of comprehensive income the 
consolidated and company balance sheets the consolidated cash flow statement the consolidated statement of changes in equity 
and the related notes 1 to 33 the financial reporting framework that has been applied in their preparation comprises applicable law and 
ifrss as adopted by the european union and as applied in accordance with the provisions of the companies act 2006
going concern
as required by the listing rules we have reviewed the directors’ statement on page 28 that the group is a going concern  
we confirm that
 – we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is 
appropriate and
 – we have not identified any material uncertainties that may cast significant doubt on the group’s ability to continue as a going concern
however because not all future events or conditions can be predicted this statement is not a guarantee as to the group’s ability to 
continue as a going concern
our assessment of risks of material misstatement
the assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy the allocation 
of resources in the audit and directing the efforts of the engagement team
risk how the scope of our audit responded to the risk
revenue recognition
for permanent placements which accounted for 69 of the 
group’s net fee income in 2013 the group’s policy as detailed 
in note 1 is to record revenue when specific recognition criteria 
have been met namely where a candidate accepts a position in 
writing and a start date is agreed accordingly revenue is accrued 
in respect of permanent placements meeting the above criteria but 
which remain unbilled 
a provision is made for placements expected to be cancelled prior 
to the start date “backouts” on the basis of past experience
the application of the group’s revenue recognition policy involves 
a significant degree of management judgement
our audit scope involved agreeing a sample of permanent 
placement fees earned but not invoiced to written evidence 
of candidate acceptance including confirmation of start date
we compared the level of provision held at the yearend with the 
average level of backouts experienced on a monthly basis during 
the year we also reviewed the backouts following the year end 
recoverability of trade receivables and bad 
debt provisioning
gross trade receivables at 31 december 2013 were £1188m 
whilst historically the group has not suffered from a significant 
level of writeoffs given the relatively small balances due from a 
large number of customers significant management judgement 
is required in estimating the appropriate level of provision against 
trade receivables
the group’s policy is to record a provision based on anticipated 
recoverable cash any specific circumstances specific to individual 
customers the ageing of the receivables and the fair value of any 
guarantee received as detailed in note 1 
to gain assurance over the validity and recoverability of the year
end receivables we agreed a sample of balances to supporting 
invoices and subsequent cash receipts as well as selecting a 
random sample from across the ledger our testing also focused 
on highrisk and aged balances as part of our audit sample we 
observed the makeup of the year provision for bad debts and 
assessed it against the bad debt cost experienced in the year
additionally we evaluated post yearend developments to 
determine whether any provisions required reversal
independent auditor’s report
to the members of robert walters plc 54 robert walters plc
annual report  accounts 2013
independent auditor’s report continued
to the members of robert walters plc
risk how the scope of our audit responded to the risk
recoverability of deferred tax assets
as at 31 december 2013 the group carried deferred tax 
assets of £90m of which £40m arose in the uk in respect of tax 
losses unexercised share options and other timing differences 
the remaining deferred tax balance relates to a number of 
international jurisdictions
management is required to exercise judgement in respect of 
assessing the probability that sufficient future taxable profits will 
be generated against which the deferred tax asset can be offset
recognition of deferred tax assets is supported by profit forecasts 
in each relevant jurisdiction with the assistance of our tax 
specialists we have evaluated these profit forecasts in respect 
of the operations in terms of past performance and on the basis 
of market reports our knowledge of the recruitment industry and 
the macroeconomic factors in these locations we have assessed 
the mechanical accuracy of the forecasts management’s historical 
forecasting accuracy and the consistency of the projections with 
other forecasts made by management
the audit committee’s consideration of these risks is set out on page 35
our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole and not 
to express an opinion on individual accounts or disclosures our opinion on the financial statements is not modified with respect to any 
of the risks described above and we do not express an opinion on these individual matters
our application of materiality
we define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions 
of a reasonably knowledgeable person would be changed or influenced we use materiality both in planning the scope of our audit work 
and in evaluating the results of our work
we determined materiality for the group to be £11m being 10 of the three year average pretax profit for 2011 2012 and 2013 and 
represents 06 of the net fee income for the year and 15 of net assets 
we agreed with the audit committee that we would report to the committee all audit differences in excess of £50000 as well as 
differences below that threshold that in our view warranted reporting on qualitative grounds we also report to the audit committee 
on disclosure matters that we identified when assessing the overall presentation of the financial statements 
an overview of the scope of our audit
our group audit was scoped by obtaining an understanding of the group and its environment including groupwide controls and 
assessing the risks of material misstatement at the group level based on that assessment we focused our group audit scope primarily 
on the audit work at eight significant components which were all subject to a full audit these eight significant components being the 
united kingdom australia france japan hong kong the netherlands china and singapore represent the principal business units 
and account for 78 of the group’s net assets and 82 of the group’s net fee income they were also selected to provide an 
appropriate basis for undertaking audit work to address the risks of material misstatement identified above our audit work at the eight 
significant components was executed at levels of materiality applicable to each individual entity which were lower than group materiality 
at the parent entity level we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that 
there were no significant risks of material misstatement of the aggregated financial information of the remaining components not subject 
to full scope audits
the group audit team continued to follow a programme of planned visits that has been designed so that the senior statutory auditor 
or a senior member of the group audit team visits on an annual basis at least three of the significant components where the group 
audit scope was focused annually for each of the eight significant components we include the component audit team in our team 
briefing discuss and agree their risk assessment and audit approach before their work commences and attend the audit close 
meetings either via telephone teleconference or in person and review a selection of working papers on scoped significant audit risks
opinion on other matters prescribed by the companies act 2006
in our opinion
 – the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the companies 
act 2006 and
 – the information given in the strategic report and the directors’ report for the financial year for which the financial statements 
are prepared is consistent with the financial statements  robert walters plc 55
 annual report  accounts 2013
matters on which we are required to report by exception
adequacy of explanations received and accounting records
under the companies act 2006 we are required to report to you if 
in our opinion
 – we have not received all the information and explanations we 
require for our audit or
 – adequate accounting records have not been kept by the parent 
company or returns adequate for our audit have not been 
received from branches not visited by us or
 – the parent company financial statements are not in agreement 
with the accounting records and returns
we have nothing to report in respect of these matters
directors’ remuneration
under the companies act 2006 we are also required to report if in 
our opinion certain disclosures of directors’ remuneration have not 
been made or the part of the directors’ remuneration report to 
be audited is not in agreement with the accounting records and 
returns we have nothing to report arising from these matters
corporate governance statement
under the listing rules we are also required to review the part of 
the corporate governance statement relating to the company’s 
compliance with nine provisions of the uk corporate governance 
code we have nothing to report arising from our review
our duty to read other information in the annual report
under international standards on auditing uk and ireland 
we are required to report to you if in our opinion information 
in the annual report is
 – materially inconsistent with the information in the audited 
financial statements or
 – apparently materially incorrect based on or materially 
inconsistent with our knowledge of the group acquired in the 
course of performing our audit or
 – otherwise misleading
in particular we are required to consider whether we have 
identified any inconsistencies between our knowledge acquired 
during the audit and the directors’ statement that they consider 
the annual report is fair balanced and understandable and 
whether the annual report appropriately discloses those matters 
that we communicated to the audit committee which we consider 
should have been disclosed we confirm that we have not 
identified any such inconsistencies or misleading statements
respective responsibilities of directors and auditor
as explained more fully in the directors’ responsibilities 
statement the directors are responsible for the preparation of 
the financial statements and for being satisfied that they give a true 
and fair view our responsibility is to audit and express an opinion 
on the financial statements in accordance with applicable law and 
international standards on auditing uk and ireland those 
standards require us to comply with the auditing practices board’s 
ethical standards for auditors we also comply with international 
standard on quality control 1 uk and ireland our audit 
methodology and tools aim to ensure that our quality control 
procedures are effective understood and applied our quality 
controls and systems include our dedicated professional 
standards review team psr and independent partner reviews
this report is made solely to the company’s members as a body 
in accordance with chapter 3 of part 16 of the companies act 
2006 our audit work has been undertaken so that we might state 
to the company’s members those matters we are required to state 
to them in an auditor’s report and for no other purpose to the 
fullest extent permitted by law we do not accept or assume 
responsibility to anyone other than the company and the 
company’s members as a body for our audit work for this 
report or for the opinions we have formed
scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material 
misstatement whether caused by fraud or error this includes an 
assessment of whether the accounting policies are appropriate 
to the group’s and the parent company’s circumstances and 
have been consistently applied and adequately disclosed the 
reasonableness of significant accounting estimates made by the 
directors and the overall presentation of the financial statements 
in addition we read all the financial and nonfinancial information 
in the annual report to identify material inconsistencies with the 
audited financial statements and to identify any information that is 
apparently materially incorrect based on or materially inconsistent 
with the knowledge acquired by us in the course of performing 
the audit if we become aware of any apparent material 
misstatements or inconsistencies we consider the implications 
for our report
edward hanson senior statutory auditor
for and on behalf of deloitte llp
chartered accountants and statutory auditor
london
28 february 2014 56 robert walters plc
annual report  accounts 2013
consolidated income statement
for the year ended 31 december 2013
note
2013 
£’000
2012 
£’000
revenue 1 597719 567771
cost of sales 398525 379380
gross profit 199194 188391
administrative expenses 188360 179922
operating profit 10834 8469
finance income 121 134
finance costs 2 797 788
loss on foreign exchange 87 90
profit before taxation 3 10071 7725
taxation 5 3915 2838
profit for the year 6156 4887
attributable to
owners of the company 6156 4860
noncontrolling interest – 27
6156 4887
earnings per share pence 7
basic 84 68
diluted 77 62
the amounts above relate to continuing operations 
consolidated statement of 
comprehensive income
for the year ended 31 december 2013
2013
£’000
2012
£’000
profit for the year 6156 4887
exchange differences on translation of overseas operations 5164 2497
total comprehensive income and expense for the year 992 2390
attributable to
owners of the company 992 2363
noncontrolling interest – 27
992 2390  robert walters plc 57
 annual report  accounts 2013
consolidated balance sheet
as at 31 december 2013
note
2013
£’000
2012
£’000
noncurrent assets
intangible assets 8 9517 9477
property plant and equipment 9 9300 11896
deferred tax assets 14 8998 8033
27815 29406
current assets
trade and other receivables 11 153700 125703
corporation tax receivables 1949 2161
cash and cash equivalents 16 30071 26022
185720 153886
total assets 213535 183292
current liabilities
trade and other payables 12 124149 94991
corporation tax liabilities 2314 947
bank overdrafts and loans 13 11496 14550
provisions 15 606 464
138565 110952
net current assets 47155 42934
noncurrent liabilities
deferred tax liabilities 14 39 39
provisions 15 1049 783
1088 822
total liabilities 139653 111774
net assets 73882 71518
equity
share capital 17 17177 17114
share premium 21753 21249
other reserves 19 73410 73410
own shares held 19 5876 9121
treasury shares held 19 19860 19860
foreign exchange reserves 3985 9149
retained earnings 130113 126397
equity attributable to owners of the company 73882 71518
the accounts on pages 56 to 75 were approved and authorised for issue by the board of directors on 28 february 2014 and signed 
on its behalf by
alan bannatyne
chief financial officer 58 robert walters plc
annual report  accounts 2013
consolidated cash flow statement
for the year ended 31 december 2013
note
2013
£’000
2012
£’000
cash generated from operating activities 20 19240 11330
income taxes paid 2798 6352
net cash from operating activities 16442 4978
investing activities
interest received 121 134
purchases of computer software 1096 1060
purchases of property plant and equipment 1351 3931
purchase of noncontrolling interest 715 712
net cash used in investing activities 3041 5569
financing activities
equity dividends paid 3826 3684
proceeds from issue of equity 567 3
interest paid 797 788
proceeds from bank loans and overdrafts – 3885
repayment of bank loans 3061 1184
net cash used in financing activities 7117 1768
net increase decrease in cash and cash equivalents 6284 2359
cash and cash equivalents at beginning of year 26022 28965
effect of foreign exchange rate changes 2235 584
cash and cash equivalents at end of year 30071 26022  robert walters plc 59
 annual report  accounts 2013
consolidated statement of changes in equity
for the year ended 31 december 2013
group
share
capital
£’000
share
premium
£’000
other
reserves
£’000
own
shares
held
£’000
treasury
shares
held
£’000
foreign
exchange
reserves
£’000
retained
earnings
£’000
total
£’000
non
controlling
interest
£’000
total
equity
£’000
balance at 1 january 2012 17113 21247 73410 12028 19860 11646 125534 70242 505 70747
profit for the year – – – – – – 4860 4860 27 4887
foreign currency translation 
differences – – – – – 2497 – 2497 – 2497
total comprehensive income and 
expense for the year – – – – – 2497 4860 2363 27 2390
dividends paid – – – – – – 3684 3684 – 3684
acquisition of noncontrolling interest – – – – – – 1809 1809 532 2341
credit to equity for equitysettled 
sharebased payments – – – – – – 4455 4455 – 4455
deferred tax on sharebased payment 
transactions – – – – – – 52 52 – 52
transfer to own shares held on 
exercise of equity incentives – – – 2907 – – 2907 – – –
new shares issued 1 2 – – – – – 3 – 3
balance at 31 december 2012 17114 21249 73410 9121 19860 9149 126397 71518 – 71518
profit for the year – – – – – – 6156 6156 – 6156
foreign currency translation 
differences – – – – – 5164 – 5164 – 5164
total comprehensive income and 
expense for the year – – – – – 5164 6156 992 – 992
dividends paid – – – – – – 3826 3826 – 3826
credit to equity for equitysettled 
sharebased payments – – – – – – 3855 3855 – 3855
deferred tax on sharebased payment 
transactions – – – – – – 776 776 – 776
transfer to own shares held on 
exercise of equity incentives – – – 3245 – – 3245 – – –
new shares issued 63 504 – – – – – 567 – 567
balance at 31 december 2013 17177 21753 73410 5876 19860 3985 130113 73882 – 73882 60 robert walters plc
annual report  accounts 2013
statement of accounting policies
for the year ended 31 december 2013
accounting policies
basis of preparation
robert walters plc is a company incorporated in the uk under the 
companies act
the financial report for the year ended 31 december 2013 has 
been prepared in accordance with the historic cost convention 
and with international financial reporting standards ifrss 
including international accounting standards and interpretations 
as adopted for use by the european union
the financial statements have been prepared on a going concern 
basis this is discussed in the financial review on pages 18 to 20
the principal accounting policies of the group are summarised 
below and have been applied consistently in all aspects 
throughout the current year and preceding year
a basis of consolidation
the group financial statements consolidate the financial 
statements of robert walters plc and its subsidiary undertakings 
drawn up to 31 december each year subsidiaries are entities 
controlled by the company control exists when the company  
has the power directly or indirectly to govern the financial and 
operating policies of an entity so as to obtain benefits from  
its activities
b business combinations
the acquisition of subsidiaries is accounted for using the 
purchase method the cost of the acquisition is measured at 
the aggregate of the fair values at the date of exchange of assets 
given liabilities incurred or assumed and equity instruments 
issued by the group in exchange for control of the acquiree 
all costs directly attributable to the business combination are 
accounted for as expenses in the periods in which the costs are 
incurred and the services received the only exception to this is 
in respect of the costs incurred to issue debt or equity securities 
which should be recognised in accordance with ias 32 and ias 
39 the acquiree’s identifiable assets liabilities and contingent 
liabilities that meet the conditions for recognition under ifrs 3 
are recognised at their fair value at the acquisition date except for 
noncurrent assets or disposal groups that are classified as held 
for sale in accordance with ifrs 5 non current assets held for 
sale and discontinued operations which are recognised and 
measured at fair value less costs to sell
goodwill arising on acquisition is recognised as an asset and initially 
measured at cost being the excess of the cost of the business 
combination over the group’s interest in the net fair value of the 
identifiable assets liabilities and contingent liabilities recognised 
if after reassessment the group’s interest in the net fair value of 
the acquiree’s identifiable assets liabilities and contingent liabilities 
exceeds the cost of the business combination the excess is 
recognised immediately in the income statement and is not 
subsequently reversed
noncontrolling interests in the acquired entity are initially 
measured at the noncontrolling interest’s proportion of the net fair 
value of the assets liabilities and contingent liabilities recognised
c goodwill
goodwill arising on the acquisition of subsidiary undertakings 
representing any excess of the fair value of the consideration given 
over the fair value of the identifiable assets and liabilities acquired 
is not amortised but reviewed for impairment at least annually 
any impairment is recognised in the consolidated income 
statement and is not subsequently reversed
goodwill arising on acquisitions before the date of transition 
to ifrss has been retained at the net 1 january 2004 pounds 
sterling uk gaap amounts subject to being tested for impairment 
at that date on disposal the attributable amount of goodwill is 
included in determining the profit or loss on disposal
d taxation
current tax including uk corporation tax and foreign tax 
is provided at amounts expected to be paid or recovered 
using the tax rates and tax laws that have been enacted 
or substantially enacted at the balance sheet date
deferred tax is accounted for using the balance sheet liability 
method deferred tax liabilities are generally recognised for 
all taxable temporary differences and deferred tax assets are 
recognised to the extent that it is probable that taxable profits 
will be available against which deductible temporary differences 
can be utilised
deferred tax liabilities are recognised for taxable temporary 
differences arising on investments in subsidiaries and associates 
except where the group is able to control the reversal of the 
temporary difference and it is probable that the temporary 
difference will not reverse in the foreseeable future
the carrying amount of deferred tax is reviewed at each balance 
sheet date and is calculated at the tax rates that are expected 
to apply in the period when the liability is settled or the asset 
is realised based on tax rates that have been enacted or 
substantially enacted by the end of the reporting period
current and deferred tax is recognised in the income statement 
except when the tax relates to items charged or credited directly 
to equity in which case the tax is also recognised in equity
e employee share schemes
the cost of awards made under the group’s employee share 
schemes after 7 november 2002 is based on the fair value of the 
shares at the time of grant and is charged to the consolidated 
income statement on a straightline basis over the vesting period 
based on the group’s estimate of shares that will eventually vest
fair value is measured by use of a stochastic model the expected 
life used in the model has been adjusted based on management’s 
best estimate for the effects of nontransferability exercise 
restrictions and behavioural considerations
a liability equal to the portion of the services received is 
recognised at the current fair value determined at each  
balance sheet date for cashsettled share based payments  robert walters plc 61
 annual report  accounts 2013
f revenue
revenue comprises the value of services net of vat and other 
salesrelated taxes provided in the normal course of business 
any bad debt provision that may be deemed necessary is treated 
as an administrative expense
revenue from the placement of permanent staff is recognised 
when a candidate accepts a position and a start date is determined 
a provision is made for the cancellation of placements prior to or 
shortly after the commencement of employment based on past 
experience of this occurring
revenue from temporary placements represents the amounts 
billed for the services of temporary staff including the salary costs 
of those staff this is recognised as the service is provided to the 
extent that the group is acting as a principal where the group 
is not considered to act as a principal the salary costs of the 
temporary staff are excluded from revenue and only the net margin 
is recognised as revenue revenue in respect of outsourcing and 
consultancy is recognised as the service is provided
g gross profit net fee income
gross profit is the total placement fees of permanent candidates 
the margin earned on the placement of contract candidates and 
advertising margin it also includes the outsourcing and consultancy 
margin earned by resource solutions
h operating profit
operating profit is the total revenue less the total associated 
costs incurred in the production of revenue the only items that 
are excluded from operating profit are finance costs including 
foreign exchange investment income and expenditure taxation 
and if deemed appropriate amounts that are identified as 
nonrecurring material items
i foreign currency
transactions in foreign currencies are recorded at the rate of 
exchange at the date of the transaction monetary assets and 
liabilities denominated in foreign currencies at the balance sheet 
date are reported at the rates of exchange prevailing at that date 
with any gain or loss that may arise as a result being included 
in net profit or loss for the period
the results of overseas operations are translated at the average 
rates of exchange during the period and their balance sheets at 
the rates ruling at the balance sheet date exchange differences 
arising on translation of the opening net assets and the results of 
overseas operations are dealt with through other comprehensive 
income and reserves and recognised as income or as expenses 
in the period in which an operation is disposed of
goodwill and fair value adjustments arising on the acquisition of 
a foreign entity are treated as assets and liabilities of the foreign 
entity and translated at the closing rate the group has elected 
to treat goodwill and fair value adjustments arising on acquisitions 
before the date of transition to ifrss as pounds sterling 
denominated assets and liabilities
j property plant and equipment and computer software
property plant and equipment and computer software is stated at 
cost net of depreciation depreciation is provided on all property 
plant and equipment at rates calculated to write off the cost less 
estimated residual value of each asset on a straightline basis 
over its expected useful life as follows
 – leasehold improvements and finance leases the shorter 
of estimated useful life and the period of the lease
 – motor vehicles 175
 – fixtures fittings and office equipment 10 to 20 and
 – computer equipment and computer software 333
k leases
rentals under operating leases are charged on a straightline  
basis over the lease term even if the payments are not made 
on such a basis
l investments
investments are shown at cost less provision for impairment 
where appropriate
m receivables
trade and other receivables are recorded at cost less any 
provision for impairment
n cash and cash equivalents
cash and cash equivalents comprise cash on hand and demand 
deposits and other shortterm highly liquid investments that are 
readily convertible to a known amount of cash and are subject 
to an insignificant risk of changes in value
o other financial liabilities
other financial liabilities including borrowings are measured at fair 
value net of transaction costs
p pensions
the group currently contributes to the money purchase pension 
plans of certain individual directors and employees contributions 
payable in respect of the year are charged to the consolidated 
income statement
q provisions
a provision is recognised when the group has a present legal 
or contractive obligation as a result of a past event for which it is 
probable that an outflow of resources will be required to settle the 
obligation and when the amount can be reliably estimated if the 
effect is material provisions are determined by discounting the 
expected future cash flows at a pretax rate that reflects the 
current market assessments of the time value of money and 
the risks specific to the liability 62 robert walters plc
annual report  accounts 2013
r derecognition of financial assets
the group derecognises a financial asset only when the contractual 
rights to the cash flows from the asset expire or when it transfers the 
financial asset and substantially all the risks and rewards of ownership 
of the asset to another entity if the group neither transfers nor retains 
substantially all the risks and rewards of ownership and continues to 
control the transferred asset the group recognises its retained 
interest in the asset and an associated liability for amounts it may 
have to pay if the group retains substantially all the risks and rewards 
of ownership of a transferred financial asset the group continues to 
recognise the financial asset and also recognises a collateralised 
borrowing for the proceeds received 
s derecognition of financial liabilities
the group derecognises financial liabilities when and only when 
the group’s obligations are discharged cancelled or they expire 
developments in accounting standardsifrss
the following new and revised standards and interpretations have 
been adopted by the group in the current year their adoption has 
not had any significant impact on the amounts reported in these 
financial statements
 – ias 1 amended presentation of financial statements
 – ifrs 7 amended disclosures – offsetting financial assets 
and financial liabilities and
 – ifrs 13 fair value measurement
at the date of authorisation of these financial statements the 
following standards and interpretations which have not been 
applied in these financial statements were in issue but not yet 
effective and in some cases had not yet been adopted by the eu
 – ifrs 9 financial instruments
 – ifrs 10 consolidated financial statements
 – ifrs 11 joint arrangements
 – ias 27 revised investment entities
 – ias 28 revised investments in associates and joint ventures 
 – ias 32 revised offsetting financial assets and financial 
liabilities
 – ias 36 revised recoverable amount disclosures for 
nonfinancial assets
 – ias 39 revised novation of derivatives and continuation 
of hedge accounting and
 – ifric interpretation 21 levies
the group does not consider that these standards or 
interpretations will have a significant impact on the financial 
statements of the group when they come into effect
critical accounting judgements and key sources of  
estimation uncertainty
estimates and judgements are continually evaluated and are 
based on historical experience and other factors including 
expectation of future events that are believed to be reasonable 
under the circumstances due to inherent uncertainty involved in 
making estimates and assumptions actual outcomes could differ 
from those assumptions and estimates the critical judgements 
that have been made in arriving at the amounts recognised in the 
group’s financial statements and the key sources of estimation 
uncertainty that have a significant risk of causing a material 
adjustment to the carrying value of assets and liabilities have  
been identified by management as revenue recognition and  
bad debt expense
 – revenue recognition – in making this judgement management 
considered the detailed criteria for the recognition of revenue 
from permanent placements who had accepted a position and 
agreed a start date but had not started employment a provision 
is made by management based on historical evidence for the 
proportion of those placements where the candidate is expected 
to reverse their acceptance prior to the start date
 – bad debt provisioning – at each balance sheet date each 
subsidiary evaluates the collectability of trade receivables and 
records a provision based on anticipated recoverable cash 
flows nature of counterparty past due date geographical 
location the costs of recovery and the fair value of any 
guarantee received
 – deferred tax – management judgement is used when assessing 
the extent to which deferred tax assets should be recognised 
with consideration given to the timing and level of future taxable 
income deferred tax assets are only recognised to the extent 
that they are considered recoverable based on forecasts of 
available taxable profits against which they can be utilised 
statement of accounting policies continued
for the year ended 31 december 2013  robert walters plc 63
 annual report  accounts 2013
notes to the group accounts
for the year ended 31 december 2013
1 segmental information 
2013
£’000
2012
£’000
i revenue 
asia pacific 260145  280628 
uk 235734  193247 
europe 93855  87787 
other international 7985  6109 
597719 567771
ii gross profit 
asia pacific 92069 93353
uk 57161 49737
europe 42036 39557
other international 7928 5744
199194 188391
iii profit before taxation 
asia pacific 7242 7178
uk 2540 444
europe 1258 1213
other international 206 366
operating profit 10834 8469
net finance costs 763 744
profit before taxation 10071 7725
iv net assets 
asia pacific 26929 30258
uk 11309 13007
europe 8099 6894
other international 376 679
unallocated corporate assets and liabilities
1
27169 20680
73882 71518
1 for the purposes of segmental information unallocated corporate assets and liabilities include cash bank loans corporation and deferred tax balances 
the analysis of revenue by destination is not materially different to the analysis by origin and the analysis of finance income and costs are 
not significant 
the group is divided into geographical areas for management purposes and it is on this basis that the segmental information has  
been prepared 
p pe and 
software 
additions
£’000
depreciation 
and 
amortisation
£’000
noncurrent 
assets
£’000
assets
£’000
liabilities
£’000
v other information – 2013
asia pacific 623 1821 11766 49077 22148
uk 1470 1733 5171 96075 84766
europe 268 408 1680 23883 15784
other international 86 62 200 3482 3106
unallocated corporate assets and liabilities
1
– – 8998 41018 13849
2447 4024 27815 213535 139653
1 for the purposes of segmental information unallocated corporate assets and liabilities include cash bank loans corporation and deferred tax balances  64 robert walters plc
annual report  accounts 2013
notes to the group accounts continued
for the year ended 31 december 2013
1 segmental information continued
p pe and 
software 
additions
£’000
depreciation 
and 
amortisation
£’000
noncurrent 
assets
£’000
assets
£’000
liabilities
£’000
other information – 2012
asia pacific 2339 1874 13617 53521 23263
uk 1644 1548 5734 68879 55871
europe 964 327 1814 20941 14048
other international 84 62 208 3735 3056
unallocated corporate assets and liabilities
1
– – 8033 36216 15536
5031 3811 29406 183292 111774
1 for the purposes of segmental information unallocated corporate assets and liabilities include cash bank loans corporation and deferred tax balances 
2013
£’000
2012
£’000
vi revenue by business grouping 
robert walters 454375 467567
resource solutions recruitment process outsourcing 143344 100204
597719 567771
2 finance costs 
2013
£’000
2012
£’000
interest on bank overdrafts 771 700
interest on bank loans 26 88
total borrowing costs 797 788
3 profit before taxation 
2013
£’000
2012
£’000
profit is stated after charging 
auditor’s remuneration – deloitte llp as auditor 
– fees payable to the company’s auditor for the audit of the company’s annual accounts 54 53
– the audit of the company’s subsidiaries pursuant to legislation 281 286
335 339
– other services pursuant to legislation 25 25
– fees payable to the auditor pursuant to legislation 360 364
– tax services – compliance 49 39
– tax services – advisory 27 –
– other nonaudit services 3 4
total fees 439 407
depreciation and amortisation of assets – owned 4024 3811
loss on disposal of property plant and equipment and computer software 378 394
impairment of trade receivables net 76 300
operating lease rentals – property 10925 10417
operating lease rentals – computers and equipment 886 931
4 staff costs 
2013
number
2012
number
the average monthly number of employees of the group including executive directors during the year was
group employees 2273 2193
the directors analyse headcount in a number of ways and therefore headcount has been presented on a global basis   robert walters plc 65
 annual report  accounts 2013
4 staff costs continued
2013
£’000
2012
£’000
their aggregate remuneration comprised 
wages and salaries 116249 107163
social security costs 16633 14144
other pension costs 3075 2960
cost of employee share options and awards 3855 4455
139812 128722
details of the directors’ remuneration are given in the directors’ remuneration report on page 38 
5 taxation 
2013
£’000
2012
£’000
current tax charge 
corporation tax – overseas 4387 4052
adjustments in respect of prior years 
corporation tax – uk – 32
corporation tax – overseas 99 100
4486 4184
deferred tax 
deferred tax – uk 701 445
deferred tax – overseas 1315 607
adjustments in respect of prior years 
deferred tax – uk 44 118
deferred tax – overseas 1 412
571 1346
total tax charge for year 3915 2838
profit before taxation 10071 7725
tax at standard uk corporation tax rate of 2325 2012 245 2341 1893
effects of 
unrelieved losses 54 62
other expenses not deductible for tax purposes 114 124
overseas earnings taxed at different rates 1067 665
adjustments to tax charges in previous years 141 162
impact of tax rate change 306 256
total tax charge for year 3915 2838
6 dividends 
2013
£’000
2012
£’000
amounts recognised as distributions to equity holders in the year 
interim dividend paid of 154p per share 2012 147p 1116 1052
final dividend for 2012 of 368p per share 2011 368p 2710 2632
3826 3684
proposed final dividend for 2013 of 386p per share 2012 368p 2843 2632
the proposed final dividend of £2843000 is subject to approval by shareholders at the annual general meeting and has not been 
included as a liability in these financial statements 66 robert walters plc
annual report  accounts 2013
notes to the group accounts continued
for the year ended 31 december 2013
7 earnings per share 
the calculation of earnings per share is based on the profit for the year attributable to equity holders of the parent and the weighted 
average number of shares of the company
2013
£’000
2012
£’000
profit for the year attributable to equity holders of the parent 6156 4860
2013
number
of shares
2012
number
of shares
weighted average number of shares 
shares in issue throughout the year 85570741 85568121
shares issued in the year 107243 230
treasury and own shares held 12682876 14357336
for basic earnings per share 72995108 71211015
outstanding share options 7206147 7522863
for diluted earnings per share 80201255 78733878
8 intangible assets
goodwill
£’000
computer
software
£’000
total
£’000
cost 
at 1 january 2012 7942 7331 15273
additions 40 1060 1100
disposals – 923 923
foreign currency translation differences 63 48 111
at 31 december 2012 7919 7420 15339
additions – 1096 1096
disposals – 428 428
foreign currency translation differences 49 231 182
at 31 december 2013 7968 7857 15825
accumulated amortisation and impairment 
at 1 january 2012 – 5981 5981
charge for the year – 773 773
disposals – 840 840
foreign currency translation differences – 52 52
at 31 december 2012 – 5862 5862
charge for the year – 815 815
disposals – 210 210
foreign currency translation differences – 159 159
at 31 december 2013 – 6308 6308
carrying value 
at 1 january 2012 7942 1350 9292
at 31 december 2012 7919 1558 9477
at 31 december 2013 7968 1549 9517  robert walters plc 67
 annual report  accounts 2013
8 intangible assets continued
the carrying value of goodwill primarily relates to the acquisition of talent spotter in china £1081000 and the historic acquisition of 
the dunhill group in australia £6847000 the historical acquisition cost of talent spotter was £768000 with the movement to the 
current carrying value a result of foreign currency translation differences goodwill is tested annually for impairment or more frequently 
if there are indications that goodwill might be impaired the recoverable amount of the goodwill is based on value in use in perpetuity 
the key assumptions in the value in use are those regarding expected changes to cash flow during the period growth rates and the 
discount rates 
estimated cash flow forecasts are derived from the most recent financial budgets and an assumed average growth rate of 3 for years 
two to five which does not exceed the longterm average potential growth rate of the respective operations the forecast for revenue 
and costs approved by the board reflect the latest industry forecasts and management expectations based on past experience 
the value of the cash flows is then discounted at a posttax rate of 67 pretax rate of 109 based on the group’s estimated 
weighted average cost of capital and risk adjusted depending on the location of goodwill the weighted average cost of capital has 
also been adjusted for a terminal growth rate between 2–4 depending on location for year six onwards
management has undertaken sensitivity analysis taking into consideration the impact in key assumptions this included reducing the 
cash flow growth from year two onwards by 0 10 and 20 in absolute terms the sensitivity analysis shows no impairment would 
arise under each scenario 
9 property plant and equipment 
leasehold
improvements
£’000
fixtures
fittings and
office
equipment
£’000
computer
equipment
£’000
motor
vehicles
£’000
total
£’000
cost 
at 1 january 2012 6028 10270 6634 81 23013
additions 991 2074 856 10 3931
disposals 276 1344 1412 – 3032
foreign currency translation differences 208 269 155 6 638
at 31 december 2012 6535 10731 5923 85 23274
additions 171 444 720 16 1351
disposals 33 412 499 50 994
foreign currency translation differences 286 781 359 5 1431
at 31 december 2013 6387 9982 5785 46 22200
accumulated depreciation and impairment 
at 1 january 2012 2155 4885 4366 43 11449
charge for the year 806 1044 1172 16 3038
disposals 266 1069 1385 – 2720
foreign currency translation differences 151 127 108 3 389
at 31 december 2012 2544 4733 4045 56 11378
charge for the year 826 1160 1194 29 3209
disposals 18 329 473 50 834
foreign currency translation differences 198 377 273 5 853
at 31 december 2013 3190 5187 4493 30 12900
carrying value 
at 1 january 2012 3873 5385 2268 38 11564
at 31 december 2012 3991 5998 1878 29 11896
at 31 december 2013 3197 4795 1292 16 9300 68 robert walters plc
annual report  accounts 2013
notes to the group accounts continued
for the year ended 31 december 2013
10 principal group investments 
details of principal group investments existing as at 31 december 2013 are as follows 
subsidiary undertaking
effective  
ownership of 
ordinary shares
principal 
activity
country of
incorporation
robert walters pty limited 100 recruitment consultancy australia
robert walters sa 100 recruitment consultancy belgium
robert walters people solutions sa 100 recruitment consultancy belgium
robert walters brazil limitada 100 recruitment consultancy brazil
robert walters talent consulting shanghai ltd 100 recruitment consultancy china
robert walters sas 100 recruitment consultancy france
walters people sas 100 recruitment consultancy france
walters people business support sas 100 recruitment consultancy france
robert walters germany gmbh 100 recruitment consultancy germany
resource solutions consulting hong kong limited 100 hr outsourcing services hong kong
robert walters hong kong limited 100 recruitment consultancy hong kong
pt robert walters indonesia 100 recruitment consultancy indonesia
robert walters limited 100 recruitment consultancy ireland
robert walters japan kk 100 recruitment consultancy japan
robert walters resource solutions sdn bhd 100 hr outsourcing services malaysia
robert walters sdn bhd 100 recruitment consultancy malaysia
robert walters bv 100 recruitment consultancy netherlands
walters people bv 100 recruitment consultancy netherlands
robert walters new zealand limited 100 recruitment consultancy new zealand
resource solutions consulting singapore pte ltd 100 hr outsourcing services singapore
robert walters singapore pte limited 100 recruitment consultancy singapore
robert walters holding sas sucursal en espana 100 recruitment consultancy spain
robert walters korea limited 100 recruitment consultancy south korea
robert walters switzerland ag 100 recruitment consultancy switzerland
robert walters company limited taiwan 100 recruitment consultancy taiwan
robert walters recruitment thailand ltd 100 recruitment consultancy thailand
robert walters dubai ltd 100 recruitment consultancy united arab emirates
robert walters operations limited 100 recruitment consultancy united kingdom
resource solutions limited 100 hr outsourcing services united kingdom
resource solutions europe limited 100 hr outsourcing services united kingdom
robert walters holdings limited
1
100 holding company united kingdom
resource solutions inc delaware 100 hr outsourcing services usa
robert walters associates inc 100 recruitment consultancy usa
robert walters associates california inc 100 recruitment consultancy usa
robert walters vietnam company limited 100 recruitment consultancy vietnam
1 robert walters holdings limited has branch operations in luxembourg and south africa
in september 2012 the group gained control of the remaining 30 noncontrolling interest in robert walters talent consulting 
shanghai ltd for a cost of renminbi 24000000 £2341000 from talent spotter with the associated value of the noncontrolling 
interest in the group balance sheet at the date of transaction of £532000 under the legal form of this transaction 30 of the 
ordinary shares are still owned by talent spotter but in substance the control of these shares has come under the control of the 
group in the year ended 31 december 2013 the group made a payment of renminbi 7200000 £715000 with the remaining 
balance of renminbi 9600000 £952000 held in other payables
advantage has been taken of section 410 of the companies act 2006 to list only those undertakings required by that provision as an 
exhaustive list would involve a statement of excessive length a full listing of the company’s subsidiary undertakings is included in the 
company’s annual return
11 trade and other receivables 
2013
£’000
2012
£’000
receivables due within one year 
trade receivables 117127 100749
other receivables 3337 3874
prepayments and accrued income 33236 21080
153700 125703
included within prepayments and accrued income is a provision against the cancellation of placements where a candidate may reverse 
their acceptance prior to the start date   robert walters plc 69
 annual report  accounts 2013
11 trade and other receivables continued
the value of this provision as of 31 december 2013 is £1115000 31 december 2012 £1055000 the movement in the provision during 
the year is a charge to administrative expenses in the income statement of £60000 2012 £31000 
12 trade payables and other payables amounts falling due within one year
2013
£’000
2012
£’000
trade payables 3794 4427
other taxation and social security 20393 17656
other payables 20404 23502
accruals and deferred income 79558 49406
124149 94991
there is no material difference between the fair value and the carrying value of the group’s trade and other payables
13 bank overdrafts and loans
2013
£’000
2012
£’000
bank overdrafts and loans current 11496 14550
11496 14550
the borrowings are repayable as follows 
within one year 11496 14550
11496 14550
in january 2014 the group renewed and extended its threeyear committed financing facility to £350m which expires in november 2016 
at 31 december 2013 £110m was drawn down under this facility
the group has a shortterm facility of renminbi 10m £10m of which renminbi 5m £05m remains outstanding as at 31 december 2013 
the loan is secured against cash deposits in hong kong
the directors estimate that the fair value of all borrowings is not materially different from the amounts stated in the consolidated balance 
sheet of £11496000 2012 £14550000
14 deferred taxation 
the following are the major tax assets liabilities recognised by the group and the movements during the current and prior year
accelerated
depreciation
tax 
losses
share 
based
payment
accruals
and 
provisions total
at 1 january 2012 1167 1535 795 3380 6877
credit charge to income 281 868 301 102 1348
charge to equity – – 52 – 52
foreign currency translation differences – 10 – 169 179
at 31 december 2012 1448 2393 1044 3109 7994
credit charge to income 246 152 162 807 571
credit to equity – – 776 – 776
foreign currency translation differences – 43 – 339 382
at 31 december 2013 1202 2198 1982 3577 8959
certain deferred tax assets and liabilities have been offset the following is the analysis of the deferred tax balances after offset for 
financial reporting purposes
group 
2013
£’000
2012
£’000
deferred tax assets 8998 8033
deferred tax liabilities 39 39
8959 7994
at 31 december 2013 no deferred tax liability is recognised on temporary differences of £76m 2012 £86m relating to the unremitted 
earnings of overseas subsidiaries unremitted earnings may be liable to some overseas tax but should not be liable to uk tax if they were 
to be distributed as dividends  70 robert walters plc
annual report  accounts 2013
notes to the group accounts continued
for the year ended 31 december 2013
14 deferred taxation continued
the uk government reduced the rate of corporation tax by 1 from 24 to 23 effective from 1 april 2013 and announced its intention 
to reduce the rate further by 2 to 21 by 1 april 2014 and an additional 1 to 20 by 1 april 2015 the changes in corporation tax from 
23 to 20 have been substantively enacted and therefore the effects of these reductions have been included in the calculation of 
deferred tax in these financial statements
deferred tax assets of £22m 2012 £24m have been recognised in respect of carried forward losses and latest forecasts show that 
these are expected to be recovered against future profit streams
the group has total unrecognised deferred tax assets relating to £29m 2012 £25m of tax losses of which £nil 2012 £nil have no time 
restriction over when it can be utilised the group has unrecognised deferred tax assets relating to time restricted tax losses of £29m 
2012 £25m for which the weighted average period over which they can be utilised is 119 years
15 provisions 
total
£’000
at january 2012 1700
additional provisions charged to income statement 503
provision released 828
utilisation of provisions 32
foreign exchange movements 96
at 31 december 2012 1247
additional provisions charged to income statement 807
provision released 138
utilisation of provisions 234
foreign exchange movements 27
at 31 december 2013 1655
analysis of total provision 
current 606
noncurrent 1049
1655
the provisions comprise of rents and other related amounts payable on vacated properties and dilapidation provisions 
16 financial risk management 
the group’s financial instruments comprise cash and liquid resources and various items such as trade receivables trade payables etc 
that arise directly from its operations the main purpose of these financial instruments is to finance the group’s operations the group 
has not entered into derivative transactions and no gains or losses on hedges have been incurred
the main risks arising from the group’s financial instruments are foreign currency risk liquidity risk and interest rate risk
i financial assets
surplus cash balances are invested in financial institutions with favourable credit ratings that offer competitive rates of return while still 
providing the group with flexibility in its cash management
cash
2013
£’000
2012
£’000
euros 6987 6255
australian dollars 5067 6588
japanese yen 3885 2585
hong kong dollars
1
3769 2355
chinese renminbi 2542 2416
us dollars 1959 990
singapore dollars 1244 1962
new zealand dollars 1203 907
malaysian ringgit 563 418
other 2852 1546
30071 26022
1 included in the hong kong dollars cash balance is £17m 2012 £17m of restricted cash held on deposit as security against the chinese renminbi bank loan further details 
of this loan are provided in note 13  robert walters plc 71
 annual report  accounts 2013
16 financial risk management continued
all financial assets as detailed above are at floating rate there is no material difference between the fair value and the carrying value 
of the financial assets
ii currency exposures 
the main functional currencies of the group are pounds sterling the euro and australian dollars the group does not have material 
transactional exposures because in the local entities revenues and costs are in their functional currencies
there are no material net foreign exchange exposures to monetary assets and monetary liabilities
the group has translation exposure in accounting for overseas operations and its policy is not to hedge against this exposure
iii liquidity risk
the group’s overall objective is to ensure that at all times it is able to meet its financial commitments as and when they fall due
surplus funds are invested on shortterm deposit shortterm flexibility is achieved by overdraft facilities if appropriate
iv interest rate risk
the group manages its cash funds through its london head office and does not actively manage its exposure to interest rate fluctuations 
surplus funds in the uk earn interest at a rate linked to the bank of england base rate surplus funds in other countries earn interest based 
on a number of different indices varying from country to country
v credit risk
the group’s principal financial assets are bank balances and cash trade and other receivables and investments the group’s credit risk 
is primarily in respect of trade receivables
credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group the group 
has adopted a policy of only dealing with counterparties that are deemed creditworthy and obtaining sufficient collateral where appropriate 
as a means of mitigating the risk of financial loss from defaults the group transacts with entities that are considered to have adequate credit 
ratings this information is supplied by independent rating agencies where available and if not available the group uses other publicly 
available financial information and its own trading records to rate its major customers
the group’s exposure and the credit ratings of its counterparties are continuously monitored credit exposure is controlled by 
counterparty limits that are reviewed and approved by management
trade receivables consist of a large number of customers spread across industry sectors and geographical locations in a number of 
territories in which the group operates particularly in the contract and interim businesses invoices are contractually payable on demand 
ongoing credit evaluation is performed on the financial condition of accounts receivable and where appropriate credit guarantee 
insurance cover is purchased
balances which are considered uncollectable either in part or for the whole amount are written down on a specific basis the amount 
of the writedown takes into account an estimate of the recoverable cash flows nature of counterparty past due date geographical area 
the costs of recovery and the fair value of any guarantee received the group has provided fully for all receivables over 120 days because 
historical experience is such that receivables past due beyond 120 days are generally not recoverable
the maximum exposure of credit risk for trade receivables is represented by their carrying value net of impairment
out of trade receivables totalling £1171m at 31 december 2013 2012 £1007m balances totalling £948m 2012 £813m are not due 
the amount of trade receivables past due up to one month are £163m 2012 £168m and past due greater than one month are £77m 
2012 £44m the amount of trade receivables outstanding by more than 90 days from invoice date at 31 december 2013 was £10m 
2012 £14m the level of bad debt provision at 31 december 2013 was £17m 2012 £18m
vi financial liabilities
the group finances its operations through a mixture of retained earnings and also has a renminbi loan which was taken out in 2008 
and a threeyear committed pounds sterling sales financing facility entered into in january 2014 the average effective interest rate for 
2013 on the sales financing facility approximates to 275 and is determined upon the lender’s published rate plus 225 as the rates 
are floating the group is exposed to interest rate risk further details in respect of these loans are disclosed in note 13 to the accounts
the group’s sensitivity to foreign currency has decreased during the year as repayments have been made on the bank loans trade and 
other payables are settled within normal terms of business and are payable in less than 120 days  72 robert walters plc
annual report  accounts 2013
notes to the group accounts continued
for the year ended 31 december 2013
17 share capital 
2013
number
2012
number
2013
£’000
2012
£’000
authorised 
ordinary shares of 20p each 200000000 200000000 40000 40000
allotted calledup and fully paid 
ordinary shares of 20p each 85886614 85570741 17177 17114
the calledup share capital of the company was increased on a number of occasions during the year following the issue of new shares 
in accordance with obligations in respect of the executive share option scheme 
the company has one class of ordinary shares which carry no right to fixed income 
18 share options 
equity settled share option plan 
as at 31 december 2013 the following options had been granted and remained outstanding in respect of the company’s ordinary shares 
of 20p each under the company’s executive share option scheme and saye option scheme 
share
options 
granted
price
granted
p
exercisable
from to
executive options 50000 103 june 2007 june 2014
executive options 250000 102 may 2008 may 2015
executive options 137000 135 december 2008 december 2015
executive options 125000 244 july 2009 july 2016
executive options 20000 240 september 2009 september 2016
executive options 1261925 208 march 2013 march 2020
executive options 20000 221 april 2013 april 2020
executive options 20000 299 november 2013 november 2020
executive options 1417000 329 march 2014 march 2021
executive options 1264000 227 march 2015 march 2022
executive options 25000 257 april 2015 april 2022
executive options 15000 197 december 2015 december 2022
executive options 1309500 211 march 2016 march 2023
saye options 261014 243 may 2014 november 2014
6175439
the movements within the balance of share options are indicated below as well as a calculation of the respective weighted averages for 
each category of movement and the opening and closing balances 
2013 2012
options
weighted  
average
exercise
price  
£ options
weighted  
average
exercise
price  
£
at 1 january 5659895 239 6340560 203 
granted during the year 1317500 211 1348000 227 
forfeited during the year 188000 278 387045 235 
exercised during the year 613956 193 2620 092 
expired during the year – na 1639000 092 
at 31 december 6175439 236 5659895 239 
the fair value of share options granted during the year was £802500
the weighted average share price at the date of exercise for share options exercised during the period was £211 the options 
outstanding at 31 december 2013 had a weighted average remaining contractual life of seven years and a weighted value of £236
there were 1883925 options already exercisable at the end of the year with a weighted exercise price of £190  robert walters plc 73
 annual report  accounts 2013
18 share options continued
the inputs into the stochastic model are as follows 
executive options saye options
2013 2012 2011 2010 2011
weighted average share price £211 £239 £329 £205 £304
weighted average exercise price £211 £228 £329 £208 £243
expected volatility 445 457 446 424 470
expected life 4 4 4 4 325
risk free rate 10 12 28 31 17
expected dividend yield 24 21 15 23 16
expected volatility has been calculated over the period of time commensurate with the expected award term immediately prior to the date of 
grant the expected life used in the model has been adjusted based upon management’s best estimate for the effects of nontransferability 
exercise restrictions and behavioural considerations
exercise of the executive share options is subject to the achievement of a percentage increase in earnings per share which exceeds the 
percentage increase in inflation by at least an average 8 per annum over a period of three financial years of the group
on satisfaction of these performance targets 3333 of the options vest vesting then increases progressively with the executive options 
fully vesting where earnings per share growth matches the uk retail price index plus an average of 14 per annum
the saye option scheme enables uk permanent employees to use the proceeds of a related saye contract to acquire options over 
ordinary shares of the company at a discount of up to 20 of their market price options granted under the scheme can normally be 
exercised during a period of six months starting on the third anniversary of the start of the relevant saye contract exercise of an option 
is subject to continued employment
equity settled performance share plan psp
as at 31 december 2013 the following share awards had been granted and remained outstanding in respect of the company’s ordinary 
shares of 20p each under the company’s executive psp scheme
the movements within the balances of share awards and coinvestment awards are indicated below 
2013 2012
share
awards
coinvestment
awards total
share
awards
coinvestment
awards total
at 1 january 5380200 2413925 7794125 5509649 2096499 7606148 
granted during the year 2333582 785287 3118869 2074277 1009824 3084101
vested during the year 1134430 509998 1644428 1233412 401337 1634749
lapsed during the year 699939 310304 1010243 846814 278369 1125183
forfeited during the year 142000 86759 228759 123500 12692 136192
at 31 december 5737413 2292151 8029564 5380200 2413925 7794125
the fair value of share awards and coinvestment awards granted during the year was £5046800
the awards outstanding at 31 december 2013 had a weighted average remaining contractual life of 16 months 2012 16 months 
no awards expired during the year 2012 none
the inputs into the stochastic model are as follows
2013 2012 2011 2010
weighted average share price £213 £239 £329 £205
weighted average exercise price nil nil nil nil
expected volatility 379 419 481 522
expected life 3 3 3 3 
risk free rate 04 06 14 30
expected dividend yield 24 22 15 23
expected volatility has been calculated over the period of time commensurate with the remainder of the performance period immediately 
prior to the date of grant the expected life used in the model has been adjusted based upon management’s best estimate for the 
effects of nontransferability exercise restrictions and behavioural considerations 74 robert walters plc
annual report  accounts 2013
18 share options continued
under the terms of the psp the number of shares receivable by executive directors for a nominal value is dependent upon the total 
shareholder return tsr and the earnings per share eps growth over the threeyear period from the initial date of grant in the case 
of coinvestment awards the continued ownership of qualifying shares in the company is also required as such it is not possible to 
determine the interests of the individual directors prior to the completion of the vesting period although no shares will vest if the tsr 
performance does not at least equal the performance of the ftse small cap index or the eps compound annual growth exceed 8 
for all of the psp shares to vest the tsr must exceed the ftse small cap index by a compound 125 per annum and the eps 
compound annual growth must also exceed 14
the group recognised an expense of £3855000 2012 £4455000 during the year in respect of equitysettled sharebased payment 
transactions and £nil 2012 £nil in respect of cashsettled sharebased payment transactions the liability for cashsettled sharebased 
payment transactions at 31 december was £nil 2012 £nil
19 reserves 
the other reserves of the group include a merger reserve of £83379000 2012 £83379000 a capital reserve of £9301000 2012 
£9301000 capital redemption reserve of £624000 2012 £624000 and a capital contribution reserve of £44000 2012 £44000
the own shares are held by an employee benefit trust ebt to satisfy the potential share obligations of the group the company also 
has an obligation to make regular contributions to the ebt to enable it to meet its financing costs rights to dividends on shares held 
by the ebt have been waived by the trustees charges of £18000 2012 £14000 have been reflected in the consolidated income 
statement in respect of the ebt
the number and market value of own shares held at 31 december 2013 was 3305159 2012 5129880 and £10296000 
2012 £9901000 the number and market value of treasury shares held at 31 december 2013 was 8922900 2012 8922900 
and £27795000 2012 £17221000
20 notes to the cash flow statement 
2013
£’000
2012
£’000
operating profit 10834 8469
adjustments for
depreciation and amortisation charges 4024 3811
loss on disposal of property plant and equipment and computer software 378 394
charge in respect of sharebased payment transactions 3855 4455
operating cash flows before movements in working capital 19091 17129
increase in receivables 33151 10533
increase in payables 33300 4734
cash generated from operating activities 19240 11330
21 reconciliation of net cash flow to movement in net funds 
2013
£’000
2012
£’000
increase decrease in cash and cash equivalents in the year 6284 2359
cash inflow from movement in bank loans 3061 2705
foreign currency translation differences 2242 525
movement in net cash in the year 7103 5589
net cash at beginning of year 11472 17061
net cash at end of year 18575 11472
net cash is defined as cash and cash equivalents less bank loans 
notes to the group accounts continued
for the year ended 31 december 2013  robert walters plc 75
 annual report  accounts 2013
22 commitments 
at the balance sheet date the group had outstanding commitments for future minimum lease payments under noncancellable operating 
leases which fall due as follows
2013
£’000
2012
£’000
within one year 9547 9750
in the second to fifth years inclusive 24891 33522
after five years 11232 15042
45670 58314
the company has no finance lease commitments 2012 £nil 
there are no capital commitments for the group 2012 £nil 
23 related party transactions 
transactions between robert walters plc and its subsidiaries which are related parties have been eliminated on consolidation and are 
not disclosed in this note the remuneration of key management personnel who are deemed to be directors has been disclosed in the 
report of the remuneration committee on page 38
24 contingent liabilities 
each member of the robert walters plc group is party to joint and several guarantees in respect of banking facilities granted to 
robert walters plc
the company has no other contingent liabilities as at 31 december 2013 2012 £nil 76 robert walters plc
annual report  accounts 2013
notes
2013
£’000
2012
£’000
noncurrent assets
investments 26 199815  196175 
current assets
trade and other receivables 27 1047 1788
total assets 200862 197963
current liabilities
trade and other payables 28 117756 115361
net current liabilities 117756 115361
net assets 83106 82602
equity 
share capital 29 17177 17114
share premium 30 21753 21249
capital redemption reserve 30 624 624
own shares held 30 5876 9121
treasury shares held 30 19860 19860
retained earnings 30 69288 72596
shareholders’ funds 83106 82602
the accounts of robert walters plc company number 3956083 on pages 76 to 78 were approved by the board of directors 
on 28 february 2014 and signed on its behalf by
alan bannatyne
chief financial officer
company balance sheet 
as at 31 december 2013  robert walters plc 77
 annual report  accounts 2013
25 accounting policies 
the principal accounting policies of the company are summarised below and have been applied consistently in all aspects throughout 
the current year and the preceding year
a basis of accounting
the separate financial statements of the company are presented as required by the companies act 2006 
the accounts have been prepared under the historical cost convention and in accordance with applicable uk accounting standards and law
b foreign currencies
transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction
monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange 
prevailing at that date
the results of overseas operations are translated at the average rates of exchange during the period and their balance sheets at the rates 
ruling at the balance sheet date exchange differences arising on translation of the opening net assets and the results of overseas 
operations are dealt with through reserves
c investments
investments are shown at cost less provision for impairment where appropriate 
26 fixed asset investments 
total 
£’000
at 1 january 2013 196175 
increase in the year due to equity incentive schemes 3640 
at 31 december 2013 199815 
please refer to note 10 for a list of the company’s principal investments 
27 trade and other receivables
2013
£’000
2012
£’000
amounts due from subsidiaries 1047 1788
1047 1788
28 trade payables and other payables amounts falling due within one year
 
2013
£’000
2012
£’000
amounts due to subsidiaries 117756 115361
 117756 115361
29 share capital
 
2013
number
2012
number
2013
£’000
2012
£’000
authorised    
ordinary shares of 20p each 200000000 200000000 40000 40000
allotted calledup and fully paid    
ordinary shares of 20p each 85886614 85570741 17177 17114
notes to the company accounts
for the year ended 31 december 2013 78 robert walters plc
annual report  accounts 2013
30 reserves 
share
capital
£’000
share
premium
£’000
capital
redemption
reserve
£’000
own
shares
£’000
treasury
shares
£’000
retained
earnings
£’000
total
£’000
shareholders’ funds at 1 january 2013 17114 21249 624 9121 19860 72596 82602
shares issued 63 504 – – – – 567
credit to equity for equitysettled sharebased payments – – – – – 3855 3855
transfer to own shares held on exercise of equity 
incentives – – – 3245 – 3245 –
loss for the year – – – – – 92 92
dividends paid – – – – – 3826 3826
shareholders’ funds at 31 december 2013 17177 21753 624 5876 19860 69288 83106
the company has elected not to present its own profit and loss account as permitted by section 408 of the companies act 2006
since robert walters plc prepares a consolidated cash flow statement the company has taken advantage of the exemption available 
to not produce a companyonly cash flow statement
robert walters plc reported a loss for the year of £01m 2012 £00m
£214m 2012 £253m of the retained earnings of the company represents distributable reserves
details of the proposed final dividend are provided in note 6 to the accounts
details of treasury and own shares held are disclosed in note 19 to the accounts
31 commitments 
the company has no finance lease commitments 2012 £nil
there are no capital commitments for the company 2012 £nil
32 related party transactions 
there were no related party transactions in the year to 31 december 2013 2012 £nil other than as disclosed in the report of the 
remuneration committee and notes 27 and 28 
33 contingent liabilities 
the company has no other contingent liabilities as at 31 december 2013 2012 £nil
notes to the company accounts continued
for the year ended 31 december 2013  robert walters plc 79
 annual report  accounts 2013
australia
adelaide
level 20
25 grenfell street
adelaide sa 5000
australia
t 61 0 8 8216 3500
brisbane
level 27
waterfront place
1 eagle street
brisbane qld 
australia 4000
t 61 0 7 3032 2222
chatswood
level 15
67 albert avenue
chatswood
nsw 2067
t 61 0 2 8423 1000
melbourne
level 41
385 bourke street
melbourne
australia 3000
t 61 0 3 8628 2100
parramatta
level 6 
10 smith street 
parramatta 
nsw 2150
australia
t 61 0 2 8836 3600
perth
level 10
109 st georges terrace
perth wa 
australia 6001
t 61 0 8 9266 0900
sydney
level 53
governor phillip tower
1 farrer place
sydney nsw 2000
t 61 0 2 8289 3100
belgium
brussels
avenue louise 250
b1050 brussels
belgium
t 32 0 2 511 66 88
walters people
avenue louise 250
b1050 brussels
belgium
t 32 0 2 542 40 40
ghent
walters people
guldensporenpark 120 
9820 merelbeke 
belgium
t 32 0 9 210 57 40 
groot bijgaarden
walters people 
54a gossetlaan 
1702 groot bijgaarden 
belgium
t 32 0 2 609 79 00
zaventem
walters people 
leuvensesteenweg 555
entrance 3
1930 zaventem
brussels
t 32 0 2 613 08 00
brazil
rio de janeiro
praia de botafogo
501 – bloco 1 – 1º andar
torre pão de açucar
rio de janeiro – rj
22250040 brazil
t 55 21 2586 6165 
são paulo 
rua do rócio
350 4º andar
vila olímpia – sp
04552000 brazil
t 55 11 2655 0888 
china
beijing
unit 1001 north tower kerry 
centre
no 1 guang hua road
chaoyang district
beijing 100020
pr china
t 86 10 5282 1888
nanjing
36th floor suite de
ifc 1 hanzhong road 
baixia district 
nanjing 210029 
pr china
t 86 25 8801 5888
shanghai
36th floor tower 2 
jing an kerry centre
no 1539 west nanjing road
shanghai 200040
pr china
suzhou
suite 2106
zhongyin huilong building 
no 8 suhua road
suzhou industrial park
jiangsu 215021
pr china
t 86 512 6873 5888
france
lyon
63 quai charles de gaulle 
69006 lyon cedex 06
france
t 33 0 4 72 44 04 18
paris
25 rue balzac
paris 75008
france
t 33 0 1 40 67 88 00
walters people
16 rue washington
paris 75008
france
t 33 0 1 40 76 05 05
st quentin
walters people
43 avenue du centre
78180 montignylebretonneux 
france
t 33 0 1 30 48 21 80
strasbourg
3rd floor
centre d’affaire delta bleu
5 place du corbeau
67000 strasbourg 
france
t 33 0 3 88 65 58 25
germany
düsseldorf
benrather straße 12
40213 düsseldorf
germany
t 49 0 211 30180 000 
frankfurt
taunusanlage 1
60329 frankfurt am main
germany
t 49 0 69 95798 985 
hong kong
20f nexxus building
41 connaught road central
central
hong kong
t 852 2103 5300
indonesia
jakarta
world trade centre 1
9th floor
ji jend sudirman kav 29–31
jakarta
12920
indonesia
t 62 21 2965 1500
ireland
dublin
2nd floor
riverview house
21–23 city quay
dublin 2 ireland
t 353 0 1 633 4111
japan
osaka
pias tower 15th floor
3193 toyosaki
kitaku osakashi
osaka 5310072
japan
t 81 0 6 4560 3100
tokyo
shibuya minami tokyu building 
14th floor
31218 shibuya
shibuyaku
tokyo
1500002
japan
t 81 0 3 4570 1500
our offices 80 robert walters plc
annual report  accounts 2013
luxembourg
5th floor
26a boulevard royal
l2449 luxembourg
t 352 0 2647 8585
malaysia
kuala lumpur
level 24 menara 3 petronas
persiaran klcc
50088 kuala lumpur 
t 603 2380 8700
netherlands
amsterdam
wtc toren h
zuidplein 28
1077 xv amsterdam
netherlands
t 31 0 20 644 4655
eindhoven
begijnenhof 4–6
5611 el eindhoven 
netherlands
t 31 0 40 799 9910
rotterdam
groothandelsgebouw
ingang a 3de verdieping
stationsplein 45
postbus 746
3000 as rotterdam 
netherlands
t 31 0 10 7998 090
new zealand
auckland
level 9
22 fanshawe street
auckland
new zealand
t 64 0 9 374 7300
wellington
level 8
featherston house
119–123 featherston street
wellington
new zealand
t 64 0 4 471 9700
singapore
6 battery road
2201
singapore
049909
t 65 6228 0200 
south africa
johannesburg
19th floor 
world trade center 
johannesburg 
cnr west road south and 
lower road 
morningside sandton 
johannesburg 2196 
south africa
t 27 0 11 881 2400 
south korea
seoul
27f west center
center 1 building
26 euljiro 5 gil
junggu
seoul 100210
korea
t 82 0 2 6030 8811
spain
madrid
plaza de la independencia nº2 
3ª planta
28001 madrid
spain
t 34 91 309 79 88 
switzerland
zurich
brandschekestrasse 6
8001 zurich 
switzerland
t 41 0 44 809 35 00
taiwan
taipei
room f 10th floor
no 1 songzhi road
xinyi district
taipei
taiwan
t 886 2 8758 0700
thailand
bangkok
1 zuellig house 3rd floor unit 
302
silom road
bangrak
bangkok 10500
thailand
t 66 0 2 344 4800
uae
dubai
tower 2 floor 33
all fattan currency house
dubai international financial 
centredifc
dubai
po box 506851
uae
t 971 4 8180 100
united kingdom
birmingham
9th floor
11 brindley place
birmingham b1 2lp
united kingdom
t 44 0 121 281 5000
guildford
bishops wharf
1 walnut tree close 
guildford gu1 4up
united kingdom
t 44 0 1483 510400
london head office
11 slingsby place
st martin’s courtyard
london wc2e 9ab
united kingdom
t 44 0 20 7379 3333
manchester
9th floor
3 hardman street
manchester 
m3 3hf
united kingdom
t 44 0 161 214 7400
milton keynes
ground floor
luminous house
300 south row
milton keynes mk9 2fr
united kingdom
t 44 0 1908 933975
united states
new york
suite 1606
7 times square 
new york
ny 10036
usa
t 1 212 704 9900
san francisco
100 spear street
suite 2000
san francisco
ca 94105
usa
t 1 415 549 2000
vietnam
ho chi minh city
01 12a f1 empress tower
138–142 hai ba trung street
district 1
ho chi minh city
vietnam
t 84 8 3520 7900 
our offices continued download our salary checker app salary 
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visit our websites on any device to find out 
more about robert walters
strategic report
01 2013 highlights
02 robert walters at a glance
04 our business
06 our strategy
08 our people and culture
10 innovation and awards
12 chairman’s statement
14 chief executive’s statement
18 financial review
22 corporate responsibility statement
25 principal risks and uncertainties
directors’ report
27 directors’ report
29 directors and advisors
30 corporate governance statement
35 report of the audit committee
37 report of the remuneration committee
52 directors’ responsibility statement
53  independent auditor’s report to the members  
of robert walters plc
financials
56 consolidated income statement
56  consolidated statement of 
comprehensive income
57 consolidated balance sheet
58 consolidated cash flow statement
59 consolidated statement of changes in equity
60 statement of accounting policies
63 notes to the group accounts
76 company balance sheet
77 notes to the company accounts
79 our offices
wwwrobertwalterscom
job 20042robertwaltersar131coveraw proof read by
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setup ross date 9 april 2014 447 pm first readrevisions
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setup ross date 9 april 2014 447 pm first readrevisions
20042robertwaltersar131coverawindd   57 09042014   1650 robert walters plc annual report  accounts 2013
wwwrobertwalterscom
australia
belgium
brazil
china
france
germany
hong kong
indonesia
ireland
japan
luxembourg
malaysia
netherlands
new zealand
singapore
south africa
south korea
spain
switzerland
taiwan
thailand
uae
uk
usa
vietnam


Summary:
 robert walters at a glance
other international
in 1994 our new york office 
established our presence in 
the us johannesburg opened 
in 1998 and são paulo opened 
in 2010 our newest offices in 
the region san francisco and 
dubai opened in 2012 and 
2013 respectively
offices
dubai
johannesburg
new york
rio de janeiro 
são paulo
san francisco
uk
the very first robert walters 
office opened in central 
london in 1985 today the 
group has a network of five 
offices across the country 
offices
birmingham 
guildford 
london 
milton keynes  
manchester
2307
employees 2012 2223
24
countries
53
offices
02 robert walters plc
annual report  accounts 2013 permanentcontract net fee income
permanent
2012 69
contract
2012 31
31

69

geographic net fee income
4
other int’l
2012 3
europe
2012 21
asia pacic
2012 50
uk
2012 26

21

46

29

europe
in 1988 we opened our first 
european office in belgium 
two years later amsterdam 
followed the group now has 
19 offices across europe
offices
amsterdam
brussels x3
dublin
düsseldorf
eindhoven
frankfurt
ghent
luxembourg
lyon
madrid
paris x3
rotterdam
strasbourg
zaventem
zürich
asia pacific
the group opened its first office 
in asia pacific in 1996 in sydney 
and has grown a marketleading 
presence across 11 countries
offices
adelaide
auckland
bangkok
beijing
brisbane
chatswood
ho chi minh city
hong kong
jakarta
kuala lumpur
melbourne
nanjing
osaka
parramatta 
perth
seoul
shanghai
singapore
suzhou
sydney
taipei
tokyo
wellington
 robert walters plc 03
 annual report  accounts 2013