Directors’ remuneration report

including the statement of remuneration policy for the year ended 30 September 2009

Total shareholder return

The performance graphs below show the Company’s TSR performance against the performance of the FTSE 100 over the three- and five-year periods to 30 September 2009. The FTSE 100 Index has been chosen as a broad equity market index of which the Company has been a constituent member throughout the period.

Chart: Total return indices – Compass Group vs FTSE 100 (3 years)

Chart: Total return indices – Compass Group vs FTSE 100 (5 years)

Suspended plans

The LTIP has been the primary form of equity-based incentive for the year ended 30 September 2009, and this will continue to be the policy for the year ending 30 September 2010.

Awards prior to 2005 were made under the Compass Group Bonus Matching Shares Plan and the Compass Group Share Option Plan. Further details of the plans may be found in prior years’ Annual Reports. Shareholder approval will be sought should the Company wish to make any further awards to executive directors under either plan.

Existing rights under the Group Share Option Plan remain and may result in the vesting of further shares in the capital of the Company. Under the Compass Group Share Option Plan, executive directors were eligible to receive awards equating to an annual maximum of 200% of basic salary, at an exercise price not lower than the market value of the Company’s shares on the day prior to grant. Options would normally be exercisable on a sliding scale between the third and tenth anniversaries of the date of grant subject to satisfaction of an EPS performance condition, after which they lapse.

The Company also has in place UK and overseas all-employee plans in which executive directors may participate. However, no grants have been made under these plans since 2005. Further details of the plans may be found in prior years’ Annual Reports.