Directors’ report

Substantial shareholdings

The following major shareholdings have been notified to the Company as at the date of this Report.

	% of issued capital	% of issued Compass Group PLC’s voting rights
Legal & General Group Plc	5.99	5.99
BlackRock, Inc	5.01	5.01

Directors

Brief particulars of the directors in office at the date of this Report are listed under Board of directors and further details of the Board composition are disclosed in the Corporate Governance report. Don Robert was appointed as a non-executive director on 8 May 2009 and he will stand for election at the Annual General Meeting. The directors standing for re-election at the Annual General Meeting are Gary Green, Sir Ian Robinson and Steve Lucas. Each of these three directors, being eligible, offers himself for re-election and each, following a performance evaluation during the year, continues to be effective and demonstrates commitment to his respective role. It is the view of the Board that each of the non-executive directors brings considerable management experience and independent perspective to the Board’s discussions and they are considered to be independent of management and free from any relationship or circumstance that could affect, or appear to affect, the exercise of their independent judgement. Sven Kado retired from the Board on 5 February 2009.

Directors’ interests in shares

The directors in office on 30 September 2009 had the following interests in the ordinary shares of the Company.

	30 September 2009	1 October 2008 (or on appointment)
Richard Cousins	783,046	300,000
Sir James Crosby	34,000	34,000
Sir Roy Gardner	223,878	200,000
Gary Green	996,395	630,457
Steve Lucas	1,000	1,000
Andrew Martin	452,822	158,559
Susan Murray	2,500	2,500
Tim Parker	21,691	20,878
Don Robert1	–	–
Sir Ian Robinson	6,289	6,289

1

Don Robert was appointed as a non-executive director on 8 May 2009. On 25 November 2009, Don Robert purchased 30,000 ordinary shares in the capital of the Company. The shares are registered in the name of The Robert Family Trust.

With the exception of Don Robert, there were no changes to the shareholdings of those directors in office on 30 September 2009 between 1 October 2009 and 25 November 2009.

Half-yearly reporting

With effect from 20 January 2007, the Listing Rules and Disclosure and Transparency Rules (‘DTR’) were amended and updated by the Financial Services Authority to implement a new reporting regime set out in the EU Transparency Directive. One of the changes brought about by the Transparency Directive was to remove the requirement for companies to either send out half-yearly reports to all shareholders or to advertise the content in a national newspaper.

Half-yearly reports ceased to be sent directly to shareholders from June 2009. These are, however, available on the Company’s website at www.compass-group.com.