Directors’ report

The directors submit their Annual Report and the audited consolidated accounts of the Company and its subsidiaries for the year ended 30 September 2009. The Corporate Governance report forms part of the Statutory Directors’ Report.

Principal activities and business review

Compass Group PLC is a holding company, its subsidiaries are organised into four geographic areas and these are set out in the Chief Executive’s statement. The principal activities of the Group are the provision of contract foodservice and support services to clients in over 50 countries around the world. Details of the development and performance of the Group’s businesses during the year and an indication of likely future key performance indicators and information regarding principal risks and uncertainties are set out together with the information that fulfils the requirements of the Business review and are incorporated into this report by reference.

Results and dividends

The Group’s Consolidated income statement shows an increase of 33.1% in Group operating profit from £659 million to £877 million. An analysis of revenue and operating profit is set out to the Consolidated financial statements. There have been no significant post balance sheet events.

The 2009 interim dividend of 4.4 pence per share (2008: 4.0 pence) was paid to shareholders on 3 August 2009. The directors recommend a final dividend of 8.8 pence per share (2008: 8.0 pence) making a total dividend for the year of 13.2 pence per ordinary share, an increase of 10% on the 12.0 pence paid in respect of last year. Payment of the recommended final dividend, if approved at the Annual General Meeting, will be made on 1 March 2010 to shareholders registered at the close of business on 29 January 2010. The shares will be quoted ex-dividend from 27 January 2010.

The Compass Group Employee Share Trust (‘ESOP’) and The Compass Group Employee Trust Number 2 (‘CGET’) were established on 13 January 1992 and 12 April 2001 respectively in connection with the Compass Group PLC share option plans. The Compass Group Long Term Incentive Plan Trust (‘LTIPT’) was established on 5 April 2001 in connection with The Compass Group Long-Term Incentive Plan (‘LTIP’). Details of all incentive plans are set out in the Remuneration report. The trustees of the ESOP, LTIPT and CGET hold 674,613 (2008: 1,259,062), 17,209 (2008: 17,209) and nil (2008: nil) ordinary shares respectively. During the year, the trustees of each of the trusts waived their rights to receive dividends on any shares held by them. The amount of dividends waived during the year ended 30 September 2009 was £100,490 (2008: £97,989).

The Company’s dividend reinvestment plan will continue to be available to eligible shareholders. Shareholders who do not currently participate in the plan and wish to do so can obtain an application form and explanatory booklet from the Company’s Registrars, Capita Registrars (contact details for the Registrars are given in Shareholder information) or the company's website at www.compass-group.com. The latest date for receipt of new applications to participate in respect of the 2009 final dividend is 4 February 2010.