The Directors present the summary financial statement of the Group for the year ended 31 March 2001. The summary financial statement does not contain sufficient information to allow for a full understanding of the results of the Group and state of affairs of the Group. For further information a full Annual Report and Accounts containing the full financial statements, the Auditors’ unqualified report on those financial statements and the Directors’ Report, should be consulted. Copies of the full Annual Report may be obtained, free of charge, by contacting the Company Secretary’s office on Telephone: 01372 726140. Alternatively, both the full Report and the Review may be downloaded from the Company’s website: www.wsatkins.com. The Directors are responsible for the maintenance and integrity of the Company’s website. Financial information published on the website is based on legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may differ from legislation in other jurisdictions.

Shareholders who wish to receive the full Annual Report and Accounts in future years should write to the Registrar, details of which can be found in Investors’ Information section.

The Auditor’s report on the full annual accounts for the year ended 31 March 2001 is unqualified and does not contain any statement concerning accounting records or inadequate returns, or failure to obtain necessary information and explanations.

Business Review
A review of the Group's business activities, with an indication of likely developments in the Group, is contained in the Chairman’s Statement and the Chief Executive’s Introduction.

Directors
The Directors of the Company at the date of this Report are shown on page 25. On 22 June 2000 Mr DS James resigned as an Executive Director and on 30 September 2000 he retired from the Company. On 1 August 2000 Mr DDS Robertson was appointed as a Non Executive Director. On 1 January 2001 Mr J Morley was appointed as a Non Executive Director. On 22 March 2001 Mr RS Southwell was appointed an Executive Director. On 31 March 2001 Sir Alan Rudge resigned as an Executive Director and Sir William Ryrie resigned as a Non Executive Director and both retired from the Board.

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At the forthcoming Annual General Meeting, Mr RJ Piper and Mr RW Umney will retire in accordance with the Articles of Association and offer themselves for re-election. Mr J Morley, Mr DDS Robertson and Mr RS Southwell having been appointed during the year, will also retire in accordance with the Articles of Association and offer themselves for re-election.

Corporate Governance
The Remuneration Committee makes recommendations to the Board on the Company’s remuneration policy. At the 2000 Annual General Meeting the proxy votes in favour and against each resolution were announced following a vote by a show of hands.

The Directors consider that the Company complies with the Combined Code contained in the Listing Rules, now the responsibility of the Financial Services Authority (formerly the responsibility of the London Stock Exchange).

Internal Control
The Directors are responsible for the Group’s system of internal financial controls which aim to safeguard Group assets, ensure proper accounting records are maintained and that the financial information used within the business and for publication is reliable.

Report of the Remuneration Committee
The Company has complied throughout the year with the best practice provisions, annexed to the London Stock Exchange Listing Rules, concerning remuneration committees. The purpose of the Remuneration Committee is to review, on behalf of the Board, the remuneration policy for Executive Directors and to determine the level of remuneration, incentives and other benefits, and the terms of employment of each Executive Director. It also seeks to provide a remuneration package which aligns the interests of Directors with the shareholders. The Committee has continued to review the remuneration of the Executive Directors with regard to the need to maintain a balance between the constituent elements of salary, incentive and other benefits.

It receives advice from independent remuneration consultants, including comparisons with similar organisations. The policy has due regard to the remuneration practice across the Group.



On behalf of the Board
Richard Tomalin
Secretary
7 June 2001