I am delighted with the Board appointments that the Company has been able to make during the year which has returned Spire Healthcare to a strong ...

 
I am delighted with the Board appointments that the Company has been able to make during the year which has returned Spire Healthcare to a strong ...
Chairman’s Governance letter

“I am delighted with the
 Board appointments that
 the Company has been able
 to make during the year
 which has returned Spire
 Healthcare to a strong
 governance footing.”
Garry Watts
Chairman
27 February 2019

74 | Spire Healthcare Group plc | Annual Report and Accounts 2018
I am delighted with the Board appointments that the Company has been able to make during the year which has returned Spire Healthcare to a strong ...
Overview
Changes to your Board during 2018
Individual                                           Event                                               Date
Simon Gordon                                         Stepped down as Chief Financial Officer and         1 March 2018
                                                     an Executive Director

                                                                                                                                                                Strategic report
Danie Meintjes                                       Ceased to act as Mediclinic International PLC’s     24 May 2018
                                                     nominated Non-Executive Director

Dr Ronnie van der Merwe                              Appointed Mediclinic International PLC’s            24 May 2018
                                                     nominated Non-Executive Director

Jitesh Sodha                                         Appointed as Chief Financial Officer and an         1 October 2018
                                                     Executive Director

                                                                                                                                                                Governance
Dear Shareholder,                                    certain that the skills and experience they bring   conducted using short open questions that
                                                     to the Group will have a very positive influence    produced very useful outputs. The principal
Governance framework                                 on the business in the years ahead. I am equally    conclusions of the review were shared with
The success of our business depends on us            pleased that Alison Dickinson was promoted          the Board in November. It was determined that
maintaining a strong governance framework            during the year to Chief Medical Officer. She       the Company’s Board continued to operate
in every aspect of what we do. This supports         brings a wealth of clinical experience to the       effectively, in an open and transparent manner,
effective strategic and operational decision         Executive Committee.                                providing support and challenge to senior
making and risk management. The Board                                                                    management. A fuller review of the results and
continues to take its responsibilities for           Board changes                                       our agreed action plan can be found on pages
effective governance very seriously and our          Jitesh joined the Board as an Executive Director    78 and 79 as well as an update on the actions
Non-Executive Directors all provide extensive        on 1 October 2018. We have also welcomed            identified from last year’s evaluation.
challenge to management.                             Dr Ronnie van der Merwe, who was appointed
                                                     to our Board as a Non-Executive Director in         Peter Bamford also separately led the review
In this Annual Report we are reporting against       May 2018 by our largest shareholder, Mediclinic     of my performance as Chairman of the Board
the UK Corporate Governance Code 2016 (the           International PLC. Ronnie is a specialist           in conjunction with the other Non-Executive

                                                                                                                                                                Financial statements
‘2016 Code’). As a Board we have taken the time      anaesthetist who worked in the medical              Directors.
to review the requirements of the new UK             insurance industry before joining Mediclinic
Corporate Governance Code 2018 (the ‘2018            Group in 1999. He has been chief executive          Risk management and corporate culture
Code’) issued by the Financial Reporting Council     officer of Mediclinic International PLC since       Our risk culture is centred on risk awareness,
and are preparing for its implementation. Whilst     June 2018 and previously served as its chief        openness, continuous improvement and
this Annual Report provides some additional          clinical officer. Ronnie’s experience, both         encouraging the right behaviours to ensure an
information on engagement and other issues           medical and commercial, greatly strengthens         appropriate outcome for both the Company
as required by the 2018 Code, we expect to           our Board, and underlines the close relationship    and its customers. A review of our principal
report in more detail on these matters when          between the two businesses.                         risks is set out on pages 52 to 59.
the new reporting requirements apply to Spire
Healthcare in the next financial year.               Subsequent to the year end, on 27 February 2019,    Annual general meeting
                                                     Peter Bamford gave notice that he intended to       Finally, the Board looks forward to meeting as
Executive management                                 step down as our Senior Independent Director        many shareholders as possible at our annual
I was delighted to welcome both Jitesh Sodha         on 16 May 2018. I thank Peter for his               general meeting which will be held at 11.00am
and John Forrest to Spire Healthcare, as Chief       contribution to Spire Healthcare’s Board and        on Thursday, 16 May 2019 at the offices of
Financial Officer and Chief Operating Officer        for the support he has given me personally.         Freshfields Bruckhaus Deringer LLP, 65 Fleet
respectively, in October 2018. Jitesh was most       A search for his replacement is underway.           Street, London EC4Y 1HS.
                                                                                                                                                                Other information

recently chief financial officer of De La Rue plc,
having previously held the same role at              2018 performance evaluation
Greenergy International, and John joined us          The Board’s evaluation in 2018 was led by Peter     Garry Watts
from Greene King plc, where he was managing          Bamford and facilitated internally by the Group     Chairman
director for their Pub Partners Business. I am       Company Secretary. This year, the review was        27 February 2019

                                                                                            Spire Healthcare Group plc | Annual Report and Accounts 2018 | 75
I am delighted with the Board appointments that the Company has been able to make during the year which has returned Spire Healthcare to a strong ...
Corporate Governance report

Compliance with the UK Corporate Governance Code in 2018
The 2016 UK Corporate Governance Code provides the standard for corporate governance in the UK. The Financial Conduct Authority requires listed
companies to disclose whether they have complied with the provisions of the UK Code throughout the financial year under review.

The Company has complied with the principles (and code provisions) of the UK Corporate Governance Code issued in April 2016 (the ‘2016 Code’),
throughout the year except as shown in the following table.

                                                      How has the Company not complied with the
UK Code provision                                     provisions of the UK Code?                          The Board’s response
A.3.1                                                 Garry Watts was not independent on                  The Non-Executive Directors have
                                                      appointment to the Board having previously          determined that Garry Watts continues to
                                                      served as Executive Chairman of the Company         lead the Board effectively.
                                                      prior to IPO.

Director independence                                 −− Simon Rowlands previously held a senior          The Board considers that, excluding the
Independence is determined by ensuring that,             position with the Company’s former principal     Chairman, half of the Board is independent of
apart from receiving their fees for acting as            shareholder, Cinven; and                         management and free from any business or
directors or owning shares, Non-Executive             −− Dr Ronnie van der Merve has been nominated       other relationship that could affect the exercise
Directors do not have any other material                 to act as a Non-Executive Director by            of their independent judgement.
relationship or additional remuneration from,            Mediclinic International PLC, the principal
or transactions with, the Group, its promoters,          shareholder, whose subsidiary, Mediclinic        Conflicts of interest
its management or its subsidiaries, which in             Jersey Limited (formerly Remgro Jersey           Save as set out below, there are no actual or
the judgement of the Board may affect, or                Limited), entered into a relationship            potential conflicts of interest between any
could appear to affect, their independence               agreement with the Company in June 2015          duties owed by the Directors or senior
of judgement.                                            (the ‘Relationship Agreement’). Under the        management to the Company and their private
                                                         terms of the Relationship Agreement, when        interests or other duties. The Board will
The Chairman did not satisfy the independence            Mediclinic International PLC controls 15%        continue to monitor and review potential
criteria on his appointment to the Board. In             or more of the votes, it will be entitled to     conflicts of interest on a regular basis.
addition, the Company does not consider the              appoint one Non-Executive Director to the
following two Non-Executive Directors to be              Board. It controls 29.9% of votes as at          Director
independent for the reasons given:                       27 February 2019. The Directors believe that
                                                                                                          Dr Ronnie van der Merve
                                                         the terms of the Relationship Agreement will
                                                         enable the Group to carry on its business        Conflict
                                                         independently of Mediclinic International PLC.   Chief executive officer of Mediclinic
                                                                                                          International PLC, which controls 29.9% of
                                                                                                          the voting rights in the Company as at
                                                                                                          27 February 2019

76 | Spire Healthcare Group plc | Annual Report and Accounts 2018
I am delighted with the Board appointments that the Company has been able to make during the year which has returned Spire Healthcare to a strong ...
Overview
Key roles and responsibilities
Chairman, Senior Independent Director and the Chief Executive Officer
The Company has set out in writing a division of responsibilities between the Chairman, Senior
Independent Director and the Chief Executive Officer.

                                                                                                                                                          Strategic report
                                                                                                                                                          Governance
Garry Watts                          Justin Ash                          Peter Bamford                          Daniel Toner
Chairman                             Chief Executive Officer             Deputy Chairman and Senior             General Counsel and Group
                                                                         Independent Director                   Company Secretary

The Chairman leads the Board         The Chief Executive Officer         The Board nominates one of the         The Group Company Secretary
and is responsible for:              manages the Group and is            independent Non-Executive              supports the Chairman on Board
−− the leadership and overall        responsible for:                    Directors to act as Senior             corporate governance matters
   effectiveness of the Board;       −− developing the Group’s           Independent Director and is            and is responsible for:
−− a clear structure for the            strategic direction for          responsible for:                       −− planning the annual cycle of
   operation of the Board and its       consideration and approval by    −− being an alternative contact for       Board and committee meetings
   committees;                          the Board;                          shareholders at Board level            and setting the meeting
−− setting the Board agenda in       −− day-to-day management of the        other than the Chairman;               agendas;
   conjunction with the Group           Group’s operations;              −− acting as a sounding board for      −− making appropriate
   Company Secretary and Chief       −− the application of the Group’s      the Chairman;                          information available to the

                                                                                                                                                          Financial statements
   Executive Officer; and               policies;                        −− if required, being an                  Board in a timely manner;
−− ensuring that the Board           −− the implementation of the           intermediary for Non-Executive      −− ensuring an appropriate level
   receives accurate, relevant and      agreed strategy; and                Directors’ concerns;                   of communication between
   timely information about the      −− being accountable to, and        −− undertaking the annual                 the Board and its committees;
   Group’s affairs.                     reporting to, the Board on the      Chairman’s performance              −− ensuring an appropriate level
                                        performance of the business.        evaluation; and                        of communication between
                                                                         −− when required, leading the             senior management and the
                                                                            recruitment process for a new          Non-Executive Directors;
                                                                            Chairman.                           −− keeping the Board apprised
                                                                                                                   of developments in relevant
                                                                                                                   legislative, regulatory and
                                                                                                                   governance matters;
                                                                                                                −− facilitating a new Director’s
                                                                                                                   induction and assisting with
                                                                                                                   professional development,
                                                                                                                   as required.
                                                                                                                                                          Other information

                                                                                      Spire Healthcare Group plc | Annual Report and Accounts 2018 | 77
I am delighted with the Board appointments that the Company has been able to make during the year which has returned Spire Healthcare to a strong ...
Corporate Governance report continued

Board and Committee structure                         and Clinical Governance and Safety Committee        The Board has a formal schedule of matters
Ultimate responsibility for the management            (‘CGSC’)), as well as the remuneration for the      reserved to it and delegates certain matters to
of the Group rests with the Board of Directors.       Executive Directors (from their membership of       committees. Specific matters reserved for the
The Board focuses primarily upon strategic and        the Remuneration Committee).                        Board considered during the year to
policy issues and is responsible for:                                                                     31 December 2018 included reviewing the
−− leadership of the Group;                           As members of the Nomination Committee,             Group’s performance (monthly and year to
−− implementing and monitoring effective              the Non-Executive Directors also play a pivotal     date), approving capital expenditure, setting
   controls to assess and manage risk;                role in Board succession planning and the           and approving the Group’s strategy and
−− supporting the senior leadership team to           appointment of new Executive Directors.             annual budget.
   formulate and execute the Group’s strategy;
−− monitoring the performance of the Group; and       Your Board in 2018                                  The Board’s plan for 2019
−− setting the Group’s values and standards.          During the year, the Board met for nine             It is planned that the Board will convene on
                                                      scheduled meetings but also convened on             seven formal scheduled occasions during 2019,
There is a specific schedule of matters reserved      other occasions (normally by telephone) to          as well as holding any necessary ad hoc Board
for the Board.                                        discuss certain specific matters of business.       and committee meetings to consider non-
                                                      Director attendance at scheduled meetings           routine business.
The Non-Executive Directors                           is shown on page 79.
The Non-Executive Directors bring a wide range                                                            The Chairman and the other Non-Executive
of skills and experience to the Board. The            The agenda at scheduled meetings in 2018            Directors will meet on their own without the
independent Non-Executive Directors                   covered standing agenda items, including: a         Executive Directors present. In addition, the
represent a strong, independent element on            review of the Group’s performance from the          Senior Independent Director and other
the Board and are well placed to constructively       Chief Executive Officer, the current month’s        Non-Executive Directors will meet without the
challenge and support management. They help           and year to date financial statistics by the        Chairman present to discuss matters such as
to shape the Group’s strategy, scrutinise the         Chief Financial Officer and a review of clinical    the Chairman’s performance.
performance of management in meeting the              performance by the Chief Medical Officer. In
Group’s objectives and monitor the reporting          addition, the Board received a verbal report from   The Board will maintain its focus on the Group’s
of performance.                                       committee chairs, where their committee met         pursuit of its 2019 targets and also review
                                                      immediately in advance of the scheduled Board       succession planning during the year. Its
Their role is also to satisfy themselves with         meeting, and the Board regularly received           activities will include:
regard to the integrity of the Group’s financial      reports on legal and statutory matters.             −− review and approve the 2018 Annual Report;
information and to ensure that the Group’s                                                                −− review the proposed final dividend for 2018;
internal controls and risk management systems         Also in 2018, the Board focused on major            −− review the revised five-year strategic plan and
are robust and defensible.                            elements of the Group’s operations including:          approve the 2019 Annual Operating Plan;
                                                      −− the implementation of Spire Healthcare’s         −− consider specific major themes;
The independent Non-Executive Directors                  quality agenda; and                              −− embed the risk management framework;
oversee the adequacy of the risk management           −− reviewing and approving certain capital          −− review the make up of the Board; and
and internal control systems (from their                 expenditure items.                               −− follow a rolling agenda, ensuring proper time
membership of the Audit and Risk Committee                                                                   for strategic debate.

Board evaluation
2018 Action plan update
The 2017 Board evaluation identified three principal areas of focus and associated actions to address them during 2018.

Area of focus               Actions                                                         Progress
1) L eadership and         −− Review future composition of the Board and succession        −− The appointments of Jitesh Sodha to the Board and of John
   succession planning         plan having regard for the likely revisions to the UK           Forrest and Alison Dickinson to the Executive Committee
                               Corporate Governance Code in 2018.                              has significantly strengthened the management team.
                            −− Support Justin Ash in building capability and succession
                               in the executive team.
2) Risk management          −− Maintain oversight and evaluation of risk management.        −− The Audit and Risk Committee and CGSC has continued to
                            −− Continue to develop internal risk management                    oversee the development and roll out of risk evaluation
                               capabilities and processes.                                     and reporting systems across the Group.
                            −− Oversee General Data Protection Regulation (GDPR)            −− Requirements of GDPR have been successfully
                               implementation project.                                         implemented across Group.
                            −− Ensure IT security remains robust.
3) Board information        −− Review information flows to/from Board.                      −− A significant redevelopment of reports to the Board and its
                                                                                               committees was undertaken during the year, which the
                                                                                               new Executive Committee will further refine during 2019.
                                                                                            −− Training on listed company obligations and CQC Well Led
                                                                                               domain provided to the Board during the year.

78 | Spire Healthcare Group plc | Annual Report and Accounts 2018
I am delighted with the Board appointments that the Company has been able to make during the year which has returned Spire Healthcare to a strong ...
Overview
2019 Action plan
The 2018 Board evaluation identified three principal areas of focus and associated actions to address them during 2019.

Area of focus              Actions
1) B
    oard succession       −− Look to appoint an additional Non-Executive Director with clinical or other healthcare experience.
   planning                −− Nomination Committee to lead longer term systematic succession plan for Non-Executive Directors.

                                                                                                                                                                    Strategic report
2) The Board’s agenda      −− Continued training for Board members on healthcare issues.
                           −− Dedicated deep dives on critical topics such as technology in healthcare and the role of critical care in hospitals.
                           −− New Executive management team to continue its revised reporting to the Board.
3) Strategy and Risk       −− Board to further develop strategic implementation and integration with risk appetite and control.

Furthermore, the Board will remain focused on        Board meeting attendance                                Effectiveness
continuous improvement of clinical quality and                                                               Board composition
maintain overall responsibility for the Group’s      Non-Executive Chairman                                  The Board seeks to ensure that both it and its
system of internal control and risk management       Garry Watts                                     9 (9)   committees have the appropriate range of
processes via the relevant Board committees.                                                                 skills, experience, independence and knowledge
                                                     Deputy Chairman and Senior                              of the Group to enable them to discharge their
Disclosure Committee                                 Independent Director                                    respective duties and responsibilities effectively;
With the implementation of the EU’s Market           Peter Bamford1                                  8 (9)   for example, the 2018 Board calendar included
Abuse Regulations in 2016, the Board                 Executive Directors                                     sessions on clinical and statutory regulations.
established a Disclosure Committee to ensure,                                                                The Board considers its size and composition
                                                     Justin Ash                                      9 (9)
under delegated authority from the Board,                                                                    to be appropriate for the current requirements

                                                                                                                                                                    Governance
that the Company complies with its disclosure        Simon Gordon2                                   2 (2)   of the business but will continue to keep this
obligations, specifically under the Market           Jitesh Sodha3                                   2 (2)   under review.
Abuse Regulation and related legislation.
                                                     Non-Executive Directors
The Disclosure Committee also manages the                                                                    Committee composition is set out in the
Company’s share dealing code, ensuring               Adèle Anderson                                  9 (9)   relevant committee reports and listed on
colleague compliance and provides training           Tony Bourne                                     9 (9)   page 80. No one other than committee chairs
where required. The members of the Disclosure        Dame Janet Husband                              9 (9)   and members of the committees are entitled
Committee are shown on page 80.                                                                              to participate in meetings of the Audit and Risk,
                                                     Danie Meintjes4                                 2 (3)   CGSC, Disclosure, Nomination and Remuneration
Share Schemes Committee                              Simon Rowlands                                  7 (9)   committees, unless by invitation of the
In addition, the Board delegates certain             Dr Ronnie van der Merwe4                        6 (6)   respective committee chair.
responsibilities in relation to the administration
of the Company’s share schemes on an ad hoc                                                                  Peter Bamford is the Deputy Chairman and
                                                     1 Peter Bamford has indicated his intention to step
basis to the Share Schemes Committee. This             down from the Board on 16 May 2019.                   Senior Independent Director. Biographical
committee operates in accordance with the            2 Simon Gordon stepped down as Chief Financial          details of the Directors are set out on pages 86
delegation of authority agreed by the Board.           Officer and an Executive Director on 1 March 2018.    and 87.

                                                                                                                                                                    Financial statements
                                                     3 Jitesh Sodha was appointed as Chief Financial
                                                       Officer and an Executive Director on
Executive Committee                                    1 October 2018.                                       Appointments to the Board
The Executive Committee meets twice a                4 By letter dated 1 March 2018, Mediclinic              Recommendations for appointments to the
month, splitting its time between project work         International PLC gave notice that Danie Meintjes     Board are made by the Nomination Committee.
                                                       would cease to be its nominated Non-Executive
and strategic matters. The Executive                                                                         As part of the recruitment process the
                                                       Director on 24 May 2018 and that instead
Committee delegates certain matters to the             Dr Ronnie van der Merwe would be appointed            Nomination Committee follows a formal,
Safety, Quality and Risk Committee who have            from that date.                                       rigorous and transparent procedure. Further
specific focus on safety, quality and risk                                                                   information is set out in the Nomination
matters respectively (see the Governance             To the extent that Directors are unable to              Committee Report on pages 88 and 89.
framework on page 80).                               attend scheduled meetings, or additional
                                                     meetings called on short notice, they will
Board meetings                                       receive the papers in advance and relay their
The attendance of the Directors who served           comments to the Chairman for communication
during the year ended 31 December 2018,              at the meeting. The Chairman will follow up
at meetings of the Board, is shown in the            after the meeting in relation to both the
following table. The number of meetings              discussions held and decisions taken.
a Director could attend in the year is shown
                                                                                                                                                                    Other information

in brackets.

                                                                                                Spire Healthcare Group plc | Annual Report and Accounts 2018 | 79
I am delighted with the Board appointments that the Company has been able to make during the year which has returned Spire Healthcare to a strong ...
Corporate Governance report continued

 Governance framework in 2018

   Chairman
   Garry Watts
   Key objectives:
   −− ensure effectiveness of the Board;
   −− promote high standards of corporate governance;
   −− ensure clear structure for the operation of the Board and its committees; and
   −− encourage open communication between all Directors.

   The Board of Spire Healthcare Group plc
   The Board comprises nine Directors – the Non-Executive Chairman, two
   Executive Directors and six Non-Executive Directors, four of whom are
   deemed to be independent for the purposes of the 2016 UK Corporate
   Governance Code. Daniel Toner serves the Board as General Counsel and
   Group Company Secretary.

   Key objectives:
   −− leads the Group;
   −− oversees the Group’s system of risk management and internal controls;
   −− supports the Executive Committee to formulate and execute the Group’s strategy;
   −− monitors the performance of the Group; and
   −− sets the Group’s values and standards.

   Audit and Risk                     Clinical Governance and            Disclosure Committee              Nomination Committee              Remuneration
   Committee                          Safety Committee                   Garry Watts (chair), Justin       Peter Bamford (chair),            Committee
   Adèle Anderson (chair),            Dame Janet Husband                 Ash, Jitesh Sodha, Daniel         Dame Janet Husband,               Tony Bourne (chair), Adèle
   Tony Bourne, Dame Janet            (chair), Adèle Anderson,           Toner, Antony Mannion             Garry Watts                       Anderson, Peter Bamford
   Husband                            Justin Ash, Tony Bourne,
                                      Garry Watts
   Key objectives:                                                       Key objectives:                   Key objectives:                   Key objectives:
                                      Key objectives:
   −− monitors the integrity of                                          −− ensures that the Company       −− advises the Board on           −− determines the appropriate
                                      −− promotes, on behalf of the
      financial reporting; and                                              complies with its disclosure      appointments, retirements         framework and level for
                                         Board, a culture of
   −− assists the Board in its                                              obligations, specifically         and resignations from the         remuneration of the
                                         high-quality and safe
      review of the effectiveness                                           under the Market Abuse            Board and its committees;         Chairman, Executive
                                         patient care; and
      of the Group’s internal                                               Regulation and related            and                               Directors, Group Company
                                      −− monitors specific
      control and risk                                                      legislation; and               −− reviews succession planning       Secretary and other
                                         non-financial risks and their
      management systems.                                                −− oversees the Company’s            for the Board.                    members of the Executive
                                         associated processes,
                                                                            Share Dealing Code                                                  Committee; and
                                         policies and controls:
                                                                            including employee training.                                     −− reviews workforce
                                         (i) 	clinical and regulatory
                                                                                                                                                remuneration and related
                                               risks;
                                                                                                                                                policies.
                                         (ii) health and safety; and
                                         (iii) facilities and plant.

   Executive Committee                                                                                     Safety, Quality and Risk Committee
   The Group also operates an Executive Committee (convened and chaired by                                 A committee of the Executive Committee that
   the Chief Executive Officer). The team generally meets twice a month and its                            focuses on safety, quality and risk matters across the
   members are shown on page 16.                                                                           Group’s operations.

   Key objectives:                                                                                         Key objectives:
   −− assists the Chief Executive Officer in discharging his responsibilities;                             −− reviews the Group’s clinical performance;
   −− ensures a direct line of authority from any member of staff to the Chief Executive                   −− reviews evidence of compliance with statutory notification
      Officer; and                                                                                            requirements; and
   −− assists in making executive decisions affecting the Company.                                         −− scrutinises all unexpected deaths occurring at hospitals.

80 | Spire Healthcare Group plc | Annual Report and Accounts 2018
Overview
Time commitment of the Non-Executive                 The Group Company Secretary ensures that any         All Directors, with the exception of Peter
Directors                                            additional request for information is promptly       Bamford, will stand for election or re-election
The Non-Executive Directors each have a letter       supplied. The Chairman, through the Group            at the annual general meeting in May 2019. The
of appointment which sets out the terms and          Company Secretary, ensures that there is an          biographical details of each Director standing
conditions of their directorship. An indication of   ongoing process to review any internal or            for election or re-election is included in the
the anticipated time commitment is provided          external training and development needs.             2019 Notice of Meeting. The Board believes
in any recruitment role specification, and each                                                           that each of the Directors standing for election

                                                                                                                                                                 Strategic report
Director’s letter of appointment provides            As already noted, in the event of a general          is effective and demonstrates commitment to
details of the meetings that they are expected       training need, in-house training will be provided    their respective roles. Accordingly, the Board
to attend.                                           to the entire Board. Necessary and relevant          recommends that shareholders approve the
                                                     regulatory updates are provided as a standing        resolutions to be proposed at the 2019 annual
Non-Executive Directors are required to set          item at each Board meeting in the Group              general meeting relating to the election of
aside sufficient time to prepare for meetings,       Company Secretary’s report and Board briefing        the Directors.
and to regularly refresh and update their skills     by external advisers, where appropriate.
and knowledge. In signing their letters of                                                                The biographical details of all current Directors
appointment, all Directors have agreed to            Information and support                              are set out on pages 86 and 87.
commit sufficient time for the proper                The Board ensures that it receives, in a timely
performance of their responsibilities,               manner, information of an appropriate quality        Directors’ indemnities
acknowledging that this will vary from year          to enable it to adequately discharge its             The Directors of the Company have the benefit
to year, depending on the Group’s activities.        responsibilities. This is aided by the use of an     of a third-party indemnity provision, as defined
                                                     online portal. Papers are provided to the            by section 236 of the Companies Act 2006, in
Directors are expected to attend all Board and       Directors in advance of the relevant Board or        the Group’s Articles of Association. In addition,
committee meetings, and any additional               committee meeting to enable them to make             Directors and officers of the Group are covered
meetings, as required. Each Director’s other         further enquiries about any matters prior to the     by directors’ and officers’ liability insurance.

                                                                                                                                                                 Governance
significant commitments were disclosed to the        meeting, should they so wish. This also allows
Board at the time of their appointment and           Directors who are unable to attend to submit         Directors’ conflicts of interest
they are required to notify the Board of any         views in advance of the meeting.                     The Companies Act 2006 provides that
subsequent changes. The Group has reviewed                                                                directors must avoid a situation where they
the availability of the Non-Executive Directors      Outside the Board papers process, the                have, or can have, a direct or indirect interest
and considers that each of them is able to, and      Executive Directors provide written updates to       that conflicts, or possibly may conflict, with
in practice does, devote the necessary amount        the Non-Executive Directors on important             the Company’s interests. Directors of public
of time to the Group’s business.                     business issues, including financial and             companies may authorise conflicts and
                                                     commercial information. In addition, relevant        potential conflicts, where appropriate, if
Induction and training                               updates on shareholder matters (including            a company’s articles of association permit.
Generally, reference materials are provided,         analysts’ reports) are also provided to
including information about the Board, its           the Board.                                           The Board has established formal procedures to
committees, directors’ duties, procedures for                                                             authorise situations where a Director has an
dealing in the Group’s shares and other              All Directors have access to the advice and          interest that conflicts, or may possibly conflict,
regulatory and governance matters, and               services of the Group Company Secretary.             with the interests of the Company – a
Directors are advised of their legal and other       There is also an agreed procedure in place for       Situational Conflicts. Directors declare

                                                                                                                                                                 Financial statements
duties, and obligations as directors of a            Directors, in the furtherance of their duties, to    Situational Conflicts, so that they can be
listed company.                                      take independent legal advice, if necessary, at      considered for authorisation by the non-
                                                     the Group’s expense.                                 conflicted directors.
On joining the Board, it is the responsibility of
the Chairman and Group Company Secretary             Election of Directors                                In considering a Situational Conflict, these
to ensure that all newly appointed Directors         All the Directors, except Danie Meintjes who         Directors act in the way they consider would
receive a full and formal induction which is         stepped down from the Board, offered                 be most likely to promote the success of the
tailored to their individual needs. The induction    themselves for election or re-election at the        Group, and may impose limits, or conditions,
programme includes a comprehensive                   fourth annual general meeting in May 2018.           when giving authorisation or, subsequently,
overview of the Group, dedicated time with           Directors will in future be elected or re-elected    if they think this is appropriate.
other Directors and senior management, as            in accordance with the requirements of the
well as guidance on the duties, responsibilities     2018 Code.                                           The Group Company Secretary records the
and liabilities as a director of a listed company.                                                        consideration of any conflict and any
Directors visit hospitals in order to gain an                                                             authorisations granted. The Board believes
understanding of the business operations and                                                              that the system it has in place for reporting
culture. These activities formed part of the                                                              Situational Conflicts continues to operate
induction programme for both Dr Ronnie van                                                                effectively.
                                                                                                                                                                 Other information

der Merwe and Jitesh Sodha.

                                                                                             Spire Healthcare Group plc | Annual Report and Accounts 2018 | 81
Corporate Governance report continued

Accountability                                        This means that the Directors are in a position      All Directors are expected to attend the
The Audit and Risk Committee                          to consider carefully the impact of incentive        Company’s annual general meeting, providing
The Audit and Risk Committee Report is set out        arrangements on the Group’s risk profile and to      shareholders with the opportunity to question
on pages 94 to 97 and identifies its members,         ensure the Group’s Remuneration Policy and           them about issues relating to the Group, either
whose biographies are set out on page 87.             programme are structured, so as to accord with       during the meeting, or informally afterwards.
                                                      the long-term objectives and risk appetite of
The report describes the Audit and Risk               the Group.                                           Modern slavery
Committee’s work in discharging its                                                                        In line with our values, we are committed to
responsibilities during the year ended                Financial and non-financial risk                     acting ethically and with integrity in all our
31 December 2018, and its terms of reference          The Clinical Governance and Safety Committee,        business dealings. This includes working to
can be found on the Group’s website at                with the Audit and Risk Committee, collectively      ensure that modern slavery and human
www.investors.spirehealthcare.com.                    ensure that the control and monitoring of both       trafficking does not touch our business or
                                                      financial and non-financial risks is satisfactory.   supply chain. Our approach to tackling this
Risk management and internal control                                                                       issue has evolved since our first transparency
The Board has overall responsibility for              In addition, both committees seek to ensure,         statement. An internal, multi-department
establishing and maintaining a sound system           as far as practicable, there are no elements         working group was established to develop
of risk management and internal control, and          omitted or unnecessarily duplicated, and that        a plan of action to build on the work already
for reviewing its effectiveness. This system is       all critical judgements receive the correct level    done. This plan includes conducting in-depth
designed to manage rather than eliminate, the         of challenge.                                        due diligence on certain high-risk suppliers
risks facing the Group and safeguard its assets.                                                           (already underway), repeating the high-level
No system of internal control can provide             Relations with shareholders                          due diligence for the majority of Group
absolute assurance against material                   The Board is committed to communicating              suppliers (by spend) and rolling-out targeted
misstatement or loss. The Group’s system is           with shareholders and stakeholders in a clear        training to a wider base of staff in accordance
designed to provide the Directors with reasonable     and open manner, and seeks to ensure effective       with their role (including registered managers
assurance that issues are identified on a timely      engagement through the Group’s regular               and our network of Freedom to Speak Up
basis and are dealt with appropriately.               communications, the annual general meeting           Guardians). We have maintained mandatory
                                                      and other investor relations activities.             contractual requirements on suppliers to
The Audit and Risk Committee and the Clinical                                                              comply with the provisions of the Modern
Governance and Safety Committee, whose                The Group undertakes an ongoing programme            Slavery Act and hold their own suppliers to
reports are set out on pages 94 to 97 and pages       of meetings with investors, which during 2018        the same standards.
90 and 93, respectively, assist the Board in          was led by the Chief Executive Officer and the
reviewing the effectiveness of the Group’s risk       Director, Investor Relations and Strategy.           A copy of our latest Modern Slavery Act
management system and internal controls,              During the year, there were in excess of 250         statement can be found on our website at
including financial, clinical, operational and        individual meetings, conference presentations,       www.investors.spirehealthcare.com.
compliance controls.                                  group lunches and telephone briefings with
                                                      investors.
Executive compensation and risk
Only independent Non-Executive Directors are          The Chairman, Senior Independent Director
allowed to serve on the Audit and Risk Committee      and committee chairs remain available for
and Remuneration Committee. The Non-                  discussion with shareholders on matters under
Executive Directors are therefore able to bring       their areas of responsibility, either through
their experience and knowledge of the activities      contacting the Group Company Secretary or
of each committee to bear when considering the        directly at the annual general meeting.
critical judgements of the other.
                                                      The Company reports its financial results to
                                                      shareholders twice a year, with the publication
                                                      of its annual and half yearly financial reports.
                                                      In conjunction with these announcements,
                                                      presentations or teleconference calls are held
                                                      with institutional investors and analysts, and
                                                      copies of any presentation materials issued are
                                                      made available through the Company’s website
                                                      at www.investors.spirehealthcare.com.

82 | Spire Healthcare Group plc | Annual Report and Accounts 2018
Overview
Annual general meeting
Shareholders are encouraged to participate at the Company’s annual general meeting, ensuring that there is a high level of accountability and
identification with the Group’s strategy and goals. A summary of the proxy voting for the 2018 annual general meeting was made available via the
London Stock Exchange and on the Company’s website as soon as reasonably practicable on the same day as the meeting.

              Summary of resolution                                        Total votes for %          Total votes against %     Number of votes withheld
1             2017 Annual Report and Accounts                              99.92                      0.08                      12,076

                                                                                                                                                              Strategic report
2             2017 Directors’ Remuneration Report                          84.56                      15.44                     792,196
3             Directors’ Remuneration Policy                               99.41                      0.59                      1,779
4             Final Dividend                                               100.00                     0.00                      0
5 to 11       Election or re-election of Directors                         Between                    Between                   Maximum
                                                                           83.45 and 99.76            0.24 and 16.55            2,719,086
12            Reappointment of Auditors                                    99.73                      0.27                      5,550
13            Auditors’ remuneration                                       100.00                     0.00                      567
14            Political expenditure                                        96.76                      3.24                      4,662
15            Authority to allot shares                                    98.56                      1.44                      5,104
16            Disapplication of statutory pre-emption rights*              98.73                      1.27                      2,013
17            Disapplication of statutory pre-emption rights for           95.19                      4.81                      4,558
              an acquisition*
18            Authority to purchase own shares*                            99.67                      0.33                      884

                                                                                                                                                              Governance
19            General meetings to be held on 14 clear days’ notice*        98.04                      1.96                      884
* Special resolution.

The Corporate Governance Report has been approved by the Board and signed on its behalf by:

Daniel Toner
General Counsel and Group Company Secretary
27 February 2019

                                                                                                                                                              Financial statements
                                                                                                                                                              Other information

                                                                                          Spire Healthcare Group plc | Annual Report and Accounts 2018 | 83
Board of Directors

1. Garry Watts                                        2. Justin Ash                 3. Jitesh Sodha
Non-Executive Chairman                                Chief Executive Officer       Chief Financial Officer

4. Peter Bamford                                      5. Dame Janet Husband         6. Tony Bourne
Deputy Chairman and Senior                            Independent Non-Executive     Independent Non-Executive
Independent Director                                  Director                      Director

7. Adèle Anderson                                     8. Dr Ronnie van der Merwe    9. Simon Rowlands
Independent Non-Executive Director                    Non-Executive Director        Non-Executive Director

                                                                       8        7              6

                                                                                         1

84 | Spire Healthcare Group plc | Annual Report and Accounts 2018
Board diversity       Board tenure                        Board composition

                                                                                                                 Overview
              %                      %                                     %

   Male 78%              0–3 years 56%                         Independent NED 44%

                                                                                                                 Strategic report
   Female 22%            3–6 years 44%                         Non-independent NED 22%
                         6–9 years 0%                          Executive 22%
                                                               Chairman 11%

                                                                                                                 Governance
     2            3                      9

                                                                                                                 Financial statements
                                                                                                                 Other information

              4                  5

                                             Spire Healthcare Group plc | Annual Report and Accounts 2018 | 85
Board of Directors continued

                                                      1. Garry Watts                                    Company in London and Paris, and a non-
 Board committee membership:
                                                      Non-Executive Chairman                            executive board member and chair of the audit
   A Audit and Risk Committee                                                                          and risk committee of Al Nadhi Medical Company.
                                                       C     D      N
   C C
      linical Governance and                                                                           3. Jitesh Sodha
     Safety Committee                                 Garry Watts joined the Group as Executive         Chief Financial Officer
   D Disclosure Committee                            Chairman in 2011 before becoming Non-
                                                      Executive Chairman between Admission and           D    E
   N Nomination Committee                            March 2016. He again served as Executive
   R   Remuneration Committee                         Chairman between March 2016 and June 2017         Jitesh Sodha was appointed Chief Financial
                                                      before resuming his Non-Executive Chairman        Officer and an Executive Director at the start
       Committee Chair                                role in July 2017. The Company does not           of October 2018.
 Management committee membership:                     consider Garry to be independent due to his
                                                      previous executive role.                          Skills and previous experience
   E   Executive Committee                                                                              Jitesh graduated from New College, Oxford
                                                      Current external appointments                     with a degree in Philosophy, Politics and
       Committee Chair
                                                      −− chairman of BTG plc*                           Economics, and is a CIMA qualified accountant.
                                                      −− chairman of Foxtons Group plc                  He has worked in a range of businesses with an
                                                      −− non-executive director of Coca-Cola            international footprint, most recently as Chief
                                                         European Partners Ltd                          Financial Officer of De La Rue plc. He was
                                                                                                        previously Chief Financial Officer of Greenergy
                                                      Skills and previous experience                    International, Mobilestreams Plc, where he led
                                                      A chartered accountant by profession and          the IPO, and T-Mobile International UK.
                                                      former partner at KPMG, Garry’s extensive
                                                      business knowledge and leadership on other        4. Peter Bamford
                                                      listed company boards, including SSL              Deputy Chairman and Senior Independent
                                                      International plc and Celltech Group plc, has     Director
                                                      ensured a seamless transition from private
                                                      to public for the Company. He has a deep           N    R
                                                      understanding of the healthcare sector having
                                                      served as a member of the UK Medicines and        Peter Bamford was appointed as Deputy
                                                      Healthcare Products Regulatory Agency             Chairman and Senior Independent Director in
                                                      Supervisory Board for 17 years. Garry was also    May 2017.
                                                      previously an executive director of Medeva plc,
                                                      deputy chairman of Stagecoach Group plc and       Current external appointments
                                                      a non-executive director of Protherics plc.       −− chairman of Superdry Plc
                                                                                                        −− chairman of B&M European Value Retail S.A.
                                                      2. Justin Ash
                                                      Chief Executive Officer                           Skills and previous experience
                                                                                                        Peter was chairman of Six Degrees Holdings
                                                       C     D      E                                   Limited from 2011 to 2015 and a non-executive
                                                                                                        director of Rentokil Initial plc from 2006 until
                                                      Justin Ash was appointed Chief Executive          2016. He was also a director of Vodafone Group
                                                      Officer and an Executive Director at the end      plc from 1998 to 2006 where he held senior
                                                      of October 2017.                                  executive roles including chief marketing
                                                                                                        officer, chief executive of Northern Europe,
                                                      Current external appointments                     Middle East and Africa and chief executive
                                                      −− non-executive chairman of The New World        of Vodafone UK.
                                                         Trading Company Co.
                                                      −− chair of Independent Healthcare Providers      Prior to this, Peter held senior positions with
                                                         Network                                        WH Smith plc (being a director between 1995
                                                                                                        and 1997), Tesco plc and Kingfisher plc. He has
                                                      Skills and previous experience                    served on the boards of public companies for
                                                      Justin was previously chief executive of Oasis    the last 23 years and has extensive experience
                                                      Dental Care between 2008 and 2017 before          in developing and growing businesses and
                                                      leading its sale to Bupa. Prior to this, he was   brands internationally. Peter was also a director
                                                      managing director of Lloyds Pharmacy and has      of PRS for Music Limited between 2008 and
                                                      held several other senior retail positions        2014, including as chairman from 2010.
                                                      including general manager of KFC in the UK/
                                                      Ireland, and commercial director of Allied
* Until mid-2019 when the sale of BTG plc to Boston   Domecq Spirits and Wines (Europe). Justin was
  Scientific is expected to complete.                 previously a senior consultant with Bain and

86 | Spire Healthcare Group plc | Annual Report and Accounts 2018
Overview
On 27 February 2019, Peter Bamford gave             Tony has also previously served as a non-           9. Simon Rowlands
notice that he intended to step down as a           executive director of Bioquell Plc, Southern        Non-Executive Director
Director on 16 May 2019. A search is underway       Housing Group, and the charity, Scope.
for his replacement.                                                                                    Simon Rowlands was appointed a Non-
                                                    7. Adèle Anderson                                   Executive Director in June 2014, although he
5. Dame Janet Husband                               Independent Non-Executive Director                  served in a similar capacity prior to Admission
Independent Non-Executive Director                                                                      having been an appointment of Cinven, the

                                                                                                                                                               Strategic report
                                                     A    C    R                                        Company’s former principal shareholder. The
 A    C    N                                                                                            Company does not consider Simon to be
                                                    Adèle Anderson was appointed an independent         independent due to the senior position he held
Dame Janet Husband was appointed an                 Non-Executive Director in July 2016.                with Cinven.
independent Non-Executive Director in
June 2014.                                          Current external appointments                       Current external appointments
                                                    −− senior independent director and chair of the     −− non-executive director of MD Medical Group
Current external appointments                          audit committee of intu properties plc              Investment plc
−− Emeritus Professor of Radiology at the           −− member of the audit committee of the             −− founding partner of Africa Platform Capital
   Institute of Cancer Research                        Wellcome Trust
−− senior adviser of Royal Marsden NHS                                                                  Skills and previous experience
   Foundation Trust                                 Skills and previous experience                      Simon’s extensive knowledge of the Company
                                                    Adèle has gained extensive financial experience     and its markets, combined with his wise
Skills and previous experience                      throughout her career and has significant           counsel over a number of years, were among
Having trained in medicine at Guy’s Hospital        knowledge of audit committees. Until July           the reasons he was asked to continue to serve
Medical School, Dame Janet’s extensive career in    2011, she was a partner in KPMG LLP and held        as a member of the Board following Cinven’s
healthcare allows her to bring invaluable insight   a number of senior roles across their business      sale of their shareholding in 2015. He was a

                                                                                                                                                               Governance
and knowledge of the healthcare industry.           including chief financial officer of KPMG UK,       founding partner of the private equity firm
                                                    chief executive officer of KPMG’s captive           Cinven until 2013, establishing and leading its
She has previously served as a non-executive        insurer and chief financial officer of KPMG         healthcare team, and then served as a senior
director of Royal Marsden NHS Foundation Trust,     Europe. Adèle was a non-executive director          adviser until 2017. Simon founded a new
and was a specially appointed commissioner to       of easyJet plc until February 2019.                 private equity firm in 2016 focused on
the Royal Hospital Chelsea, was president of                                                            healthcare and consumer sectors of Sub-
the Royal College of Radiologists, chaired the      8. Dr Ronnie van der Merwe                          Saharan Africa. Prior to joining Cinven, he
National Cancer Research Institute in the UK        Non-Executive Director                              worked with an international consulting firm
and was a non- executive director of Nuada                                                              on multidisciplinary engineering projects in
Medical Group. Dame Janet was appointed as          Dr Ronnie van der Merwe was appointed as            the UK and southern Africa.
Professor of Diagnostic Radiology at the            a Non-Executive Director in May 2018. The
University of London, Institute of Cancer           Company does not consider Ronnie to be              Daniel Toner
Research, in addition to more than 30 years as      independent as he has been appointed to the         General Counsel and Group Company
a practising consultant radiologist at the Royal    Board by the Company’s principal shareholder,       Secretary (Photo shown on page 16)
Marsden Hospital.                                   Mediclinic International PLC, under the terms
                                                    of the relationship agreement with them.            Daniel Toner joined Bupa Hospitals as

                                                                                                                                                               Financial statements
6. Tony Bourne                                                                                          head of legal in 2006 before being appointed
Independent Non-Executive Director                  Current external appointments                       General Counsel and Group Company
                                                    −− Chief executive officer of Mediclinic            Secretary upon Spire Healthcare’s formation
 A    C    R                                           International PLC                                in 2007 and is a solicitor by profession.
                                                                                                        He oversees all legal activity at Spire
Tony Bourne was appointed an independent            Skills and previous experience                      Healthcare, ensures compliance with
Non-Executive Director in June 2014.                Ronnie is a specialist anaesthetist who worked      statutory and regulatory requirements,
                                                    in the medical insurance industry before joining    and that decisions of the Board of Directors
Current external appointments                       the Mediclinic Group in 1999 as Clinical            are realised. Daniel is also the Company’s
−− non-executive director of Barchester             Manager. He established the Clinical                Whistleblowing Officer.
   Healthcare Limited                               Information, Advanced Analytics, Health
−− non-executive director of Totally plc            Information Management and Clinical Services        Skills and previous experience
                                                    functions at Mediclinic, and subsequently           Daniel is an award-winning lawyer who brings
Skills and previous experience                      served as the Mediclinic Group’s Chief Clinical     considerable legal, commercial and healthcare
Tony brings considerable knowledge of the           Officer. He was appointed as an executive           experience to Spire Healthcare, having
healthcare industry to his role having been         director of Mediclinic International Limited in     previously worked in both law firms (most
chief executive of the British Medical              2010 up to the combination of the businesses        recently Freshfields Bruckhaus Deringer), in
                                                                                                                                                               Other information

Association for nine years until 2013. Prior to     of the Company (then Al Noor Hospitals Group        businesses across a range of sectors and for the
this he was in investment banking for over          plc) and Mediclinic International Limited.          commercial directorate of the UK Department
25 years, including as a partner at Hawkpoint                                                           of Health.
and as global head of the equities division and
a member of the managing board of Paribas.

                                                                                           Spire Healthcare Group plc | Annual Report and Accounts 2018 | 87
Nomination Committee report

 Nomination Committee
 at a glance

 Committee membership and meeting                     Committee meetings

                                                      7
 attendance
 The Nomination Committee members at
 the end of 2018 and the number of meetings
 they each attended during the year were as
 follows (the maximum number of meetings
 that the member could have attended is
 also shown):
                                                                                          Committee
                                                                                            meetings
                           Committee member                                               attended in
 Member                    since                  Position in Company                           2018
 Peter Bamford             May 2017               Deputy Chairman and Senior                     7/7
 (Committee Chair)                                Independent Director
 Dame Janet Husband        July 2014              Independent Non-Executive Director             7/7
 Garry Watts               July 2016              Non-Executive Chairman                         7/7

 Nomination Committee members’ biographies are shown on pages 86 and 87.

 The Nomination Committee’s terms of reference can be found at
 www.investors.spirehealthcare.com

 The majority of Nomination Committee                 Process for Board appointments
 members were independent Non-Executive               When considering a Board appointment, the
 Directors at all times during the year in line       Nomination Committee draw up a specification
 with the provisions of the UK Corporate              for the Director, taking into consideration the
 Governance Code 2016. The Board appoints             specific role together with the balance of
 the Chair of the Committee, who must be              skills, knowledge and experience of its
 either the Chairman of the Board or an               existing Board members, the diversity of the
 independent Non-Executive Director. If               Board and the independence of continuing
 members are unable to attend a meeting               Board members, together with the ongoing
 they have the opportunity beforehand to              requirements and strategic development
 discuss any agenda items with the Chair              of the Group. Care is taken to ensure that
 of the Committee.                                    proposed appointees have sufficient time
                                                      to devote to the role and do not have any
 The Group Company Secretary, or their                conflicts of interest.
 appointed nominee, acts as secretary to
 the Committee.                                       The Nomination Committee utilises the
                                                      services of an executive search firm to identify
 Role and responsibilities                            appropriate candidates, ensuring that the
 The Nomination Committee’s foremost                  search firm appointed does not have any other
 priorities are to ensure that the Group has          conflicts with the Group. In addition, the
 the best possible leadership and to plan for         Nomination Committee will only use those
 both Executive and Non-Executive Director            firms that have adopted the Voluntary Code of
 succession. Its prime focus is therefore on          Conduct addressing gender diversity and best
 composition of the Board, for which                  practice in search assignments. A long list of
 appointments will be made on merit against           potential appointees is reviewed, followed by
 objective criteria. The Nomination Committee         the shortlisting of candidates for interview
 advises the Board on these appointments,             based upon the objective criteria identified
 oversees the recruitment processes, and also         in the specification. Committee members
 considers retirements and resignations from          interview the shortlisted candidates together
 the Board and its other committees. The              with other Directors as appropriate, and
 Nomination Committee regularly examines              identify a preferred candidate. Following
 succession planning based on the Board’s             these meetings, and subject to satisfactory
 balance of experience, overall diversity and         references, the Nomination Committee make
 the leadership skills required to deliver the        a formal recommendation to the Board on
 Company’s strategy.                                  the appointment.

88 | Spire Healthcare Group plc | Annual Report and Accounts 2018
Overview
“The Committee’s principal activities in
 the year have been the development
 of the Executive Committee and

                                                                                                                                                                   Strategic report
 reviewing Board composition.”
 Peter Bamford
 Chair, Nomination Committee

                                                                                                                                                                   Governance
 Dear Shareholder,                                      The Committee has actively engaged with             While Spire Healthcare employs a large
                                                        Justin Ash to support him in his plans to           majority of female staff and the Company’s
 As Chair of the Nomination Committee (the              further strengthen the Company’s senior             gender pay gap is lower than average, we
 ‘Committee’), I am pleased to present our              management team. All members of the                 recognise that there is further progress to be
 report for the year ended 31 December 2018.            Committee met with candidates for the Chief         made towards better gender representation
                                                        Operating Officer role and John Forrest was         at Board and senior leadership levels. Our aim
 The Committee has played a key role in the             selected as the lead candidate. Since the           is to move to 33% female representation on
 identification and appointment of the right            beginning of this year, the Committee has           the Board and Executive Committee as soon
 individuals to the Company’s Board and                 reviewed and agreed the appointment of              as practicable, commensurate with selection
 senior leadership team during the year. It has         Shelley Thomas as Spire Healthcare’s new            being on qualification and merit.
 also assisted in their ongoing evaluation              Group Human Resources Director.
 and development.                                                                                           Re-election of Directors
                                                        I have today announced my intention to step         The Committee met in early 2019 to review
 In light of the requirements of the UK                 down from the Board and will leave Spire            the continuation in office and potential
 Corporate Governance Code 2018 and                     Healthcare on 16 May 2019. A search for my          reappointment of all members of the Board.

                                                                                                                                                                   Financial statements
 recognising that a number of Directors are             replacement has commenced.                          Following this review, the Committee
 approaching six years of service on the Board,                                                             recommended to the Board that all Directors
 we have begun a review of the Board’s                  Performance evaluation                              be reappointed, and hence all Directors, except
 composition and succession plans.                      In November, the Committee completed its            for myself as I will be stepping down from the
                                                        annual performance evaluation. In discussing        Board as mentioned, will seek election or
 Director and senior management changes                 the findings, it was agreed that the Committee      re-election at the annual general meeting
 Following Simon Gordon’s decision to step down         would continue to focus on the development          in May.
 from Spire Healthcare’s Board from 1 March             of skills and capabilities within the Executive
 2018, the Committee in conjunction with Justin         Committee and other members of the senior
 Ash, commenced a focused search for a new              leadership team, and on succession planning         Peter Bamford
 Chief Financial Officer. The Committee was             for the Board and Executive Committee.              Chair, Nomination Committee
 pleased to review a list of individuals for the role                                                       27 February 2019
 with Jitesh Sodha being the preferred                  Diversity and inclusion
 candidate. Heidrick & Struggles assisted in the        We reviewed and considered the annual
 executive search.                                      publication of the Hampton-Alexander review of
                                                        gender leadership in FTSE companies, and in this
                                                        year’s Annual Report we again publish details of
                                                                                                                                                                   Other information

                                                        the Company’s staff diversity and gender pay
                                                        gap, in line with reporting requirements (see the
                                                        Resources and responsibilities section on pages
                                                        38 and 42). The chart on page 85 also illustrates
                                                        the diversity of the Board in terms of gender.

                                                                                               Spire Healthcare Group plc | Annual Report and Accounts 2018 | 89
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