Supporting longer 
and healthier lives
EMIS Group plc
Annual report and accounts 2013
EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013  WWW.EMIS-ONLINE.COM EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 
Financial highlights
EMIS Group is the UK leader in 
connected healthcare software 
and services. Its solutions are 
widely used across every major 
UK healthcare setting from primary 
and  community care, to high street 
pharmacies, secondary care and 
specialist services. 
Through integration and 
interoperability, EMIS Group 
helps clinicians share vital 
information, facilitating better, 
more efficient healthcare 
and supporting longer 
and healthier lives.
Total revenue
£105.5m
+22%
2012 £86.3m
2011 £73.2m
2010 £62.4m
Adjusted operating profit
1
£26.1m
+14%
2012 £22.8m
2011 £20.8m
2010 £17.6m
Recurring revenue
£81.4m
+17%
2012 £69.4m
2011 £61.1m
2010 £50.8m
Read more about our key 
markets on p4
Read more about our 
strategy on p8
Patients
Secondary & Specialist Care
Primary Care
Community Care
Community Pharmacy
Patients STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
01
Operational highlights
Adjusted EPS
1
34.0p
+11%
2012 30.8p
2011 27.7p
2010 21.8p
Cash generated from operations
2
£32.6m
+19%
2012 £27.4m
2011 £27.1m
2010 £20.2m
Total dividend for the year
16.0p
+13%
2012 14.2p
2011 12.4p
2010 11.2p
 h Overall results in line with expectations:
 –  Positive contribution from 2013 acquisitions 
 –  Net debt reduced from pro forma £18.7m, as announced at the time  
of acquisition of Ascribe, to £13.5m
 h Primary & Community Care
 –  UK primary care software market leading position maintained with market  
share of 53.0% (5,232 GP practices) (2012: 51.2% (5,113 GP practices))
 – Doubling of GP practices live with EMIS Web to 3,327 (2012: 1,635) 
 –  Community Child and Mental Health (CCMH) focus showing results in contract 
wins and an unprecedented level of bid activity 
 h Community Pharmacy
 –  High street pharmacy numbers increased to 4,781 community pharmacies,  
35.3% of the UK market (2012: 4,595 pharmacies, 34.8%)
 –  Medicines Manager developed, piloted and ready for launch
 h Secondary & Specialist Care 
 –  Acquisitions deliver strategic platform for integrated care with Ascribe providing  
substantial UK presence in PAS, A&E, Pharmacy and Mental Health, and Digital  
Healthcare being England’s market leader for diabetic eye screening software  
and services 
 –  Post acquisition, Ascribe secured several significant contracts and Digital  
Healthcare now rolling out upgraded eye screening software
Strategic report
IFC Highlights of the year
–01 
02  At a glance
04  Our markets
06  Chairman’ s statement
08  Our strategy
12 Principal risks and uncertainties
13 Chief Executive’s statement
17 Financial review
20 Corporate social responsibility
Governance
22 Board of Directors
24 Senior management
25 Corporate governance
28 Report of the Audit Committee
30 Report of the Nomination Committee
31 Report of the Remuneration Committee
44 Directors’ report
46 Statement of Directors’ responsibilities
Financial statements
47 Independent auditor’s report
48  Group statement of comprehensive income
49  Group and parent company balance sheets
50  Group and parent company statements  
of cash flows
51  Group and parent company 
statements of changes in equity
52 Notes to the financial statements
75 Shareholder information
76 Group financial summary
See more online 
www.emis-online.com 
“
EMIS Group has had an exceptionally productive year with 
the accelerated roll-out of EMIS Web for GPs, the acquisitions 
and integration of Digital Healthcare and Ascribe delivering our 
strategic platform for integrated care, strong organic revenue 
growth and a high level of profitability maintained. 
”
1.  Excludes exceptional items, capitalisation and amortisation of development costs and amortisation of 
acquired intangibles. For EPS calculations also adjusts for the related tax and non-controlling interest impact.
2. Stated after deduction of capitalised development costs.
Chris Spencer
Chief Executive Officer EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
02
Patient care is at the heart 
of everything we do.
At a glance
Emis Group
We work in every major healthcare setting across 
the UK – from GP surgeries to high street pharmacies, 
community care, hospitals and specialist services – 
as well as having a growing international presence.
Primary 
Care
Patients
Secondary & Specialist Care
Primary Care
Community Care
Community Pharmacy
Patients
  
Hardware services
 
Data services
Interoperability tools  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
03
Community 
Care
Secondary 
& Specialist 
Care
Community 
Pharmacy
Read more about our 
markets overleaf
The Group, through its subsidiaries 
EMIS, Rx Systems, Digital Healthcare 
and Ascribe, is a major provider of 
healthcare software, information 
technology, and related services 
in the UK. 
The Group occupies a unique position, 
holding a strong market position in 
every major area of UK healthcare IT.
Secondary and Specialist Care
Ascribe has substantial market share in 
hospital Patient Administration Systems (PAS), 
Pharmacies and Accident and Emergency 
departments as well as in mental health settings 
when the procurements are led by the acute 
sector. Ascribe also has international reach 
with 18% of its recurring revenue derived 
from Australasia. 
Digital Healthcare provides solutions and 
services to manage and support systematic 
population-based eye screening programmes. 
In England and Wales, it has a market share 
in excess of 80% as well as significant 
international presence. 
 
“Ascribe has helped us gain  
trust-wide engagement.”  
See page 16 for case study
 
Interoperability
Healthcare Gateway, the Group’s joint 
venture, now gives access to virtually all UK 
primary care and community health records 
via the medical interoperability gateway (MIG).
The Health Application Platform (HAP) from 
Ascribe gives access to EMIS Group and 
third party health records in secondary care.
Primary and Community 
EMIS remains the UK GP software clear market 
leader with a market share of 53.0% (5,232 GP 
Practices) (2012: 51.2% (5,113 GP Practices)) 
and also has a growing presence in community, 
child and mental health (CCMH, where the 
procurements are led by clinical commissioning 
groups (CCGs)). 
Egton specialises in the supply of ICT infrastructure, 
application software, hosting and value added 
services to healthcare and other public and 
private sector organisations.
Patient.co.uk is the UK’s leading independent 
health information and healthcare transactional site.
“EMIS Web is intuitive and easy 
to use.” See pages 13 and 15 
for case studies.
Community Pharmacy
Rx Systems provides healthcare IT, software, 
and services to 35.3% (2012: 34.8%) of UK high 
street pharmacies. 
“We can now see the full list of the 
patients’ repeat medication held 
on the GP system.” See page 14 
for case study. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
04
Our clinical software is used 
in every major healthcare 
setting in the UK.
Our markets
1987 1998 1995 1990 2006 2007 1999
Full roll-out 
of first product
LV launched GPSoC framework 
signed
First MOD contract EMIS expands into 
hardware engineering
Development of PCS 
commenced
Development of EMIS 
Web commenced
EMIS launched
2
  
Community Pharmacy  
Primary Care
Secondary & Specialist Care
Patients
Community Care
35%
Community  
Pharmacy – no. 2  
in the market 
11%
Mental health – no. 3 
in the market 
Community  
& child health
rising penetration
31%
Acute Pharmacy  
& Medicines Mgmt.  
– no. 2 
in the market 
Clinical  
Specialities
205 areas including  
Diabetic Retinopathy
2
3
4
5
6 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
05
Market Penetration
1
 Primary Care and Commissioning
53% penetration, number one in the market
2
 Community Pharmacy
35% penetration, number two in the market
3
 Community & Child Health
Rising penetration
4
 Mental Health
11% penetration, number three in the market
5
 Acute Pharmacy & Medicines Management
31% penetration, number two in the market
6
 Clinical Specialities
205 unique areas including Diabetic Retinopathy, 
80% penetration, number one in the market
7
 PAS/EPR
Rising penetration
8
 Unscheduled Care/A&E
21% penetration, number two in the market
2008 2010 2011 2012 2013
EMIS expands into 
Community Pharmacy
Accreditation of 
EMIS Web
EMIS expands further 
into Community Care
Re-launch of  
Patient.co.uk
Admission to AIM Management 
buy-out
Controlled roll-out 
of EMIS Web
Accelerated roll-out of 
EMIS Web
EMIS expands further 
into Secondary 
and Specialist Care
PAS/EPR
(rising penetration)
21%
Unscheduled  
Care/A&E – no. 2  
in the market 
53%
Primary Care &  
Commissioning – no. 1  
in the market 
1
8
7 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
06
Delivering  
integrated care.
Chairman’s statement
2013 was a year of considerable achievement for 
the Group. We made substantial progress towards 
our vision of supporting longer and healthier lives 
for everyone by providing integrated, excellent 
and innovative healthcare IT for patients and 
those involved in their care.
Roll-out of EMIS Web to GPs 
The roll-out to GP practices of EMIS Web, 
our transformational healthcare IT system, was 
maintained throughout the year. 74% of EMIS’s 
total GP estate in England and Wales is now live 
and hosted by us in EMIS Web. The remaining 
practices have all either placed an order or are in 
the EMIS Web familiarisation service. We recognise 
that this considerable achievement is due to the 
talent and exceptional effort of our employees. 
The Group expands into the 
Secondary & Specialist sectors 
On 5 August 2013, the Group acquired Digital 
Healthcare, England’ s leading provider of diabetic 
eye screening and other ophthalmology-related 
solutions. As well as a strong position in a profitable 
specialist niche market, adjacent to EMIS Group’ s 
presence in Primary Care, Community Pharmacy 
and Secondary systems, Digital Healthcare 
also provides the Group with opportunities 
for hosting and delivering fully managed 
ophthalmology-related services.
Ascribe joined the Group in September 2013. 
Ascribe is a well-established UK based 
healthcare software and IT services provider, 
principally focused on Hospital Pharmacy, A&E, 
Mental Health and Patient Administration Systems 
(PAS)/Electronic Patient Records (EPR), with a 
high level of penetration into NHS secondary care 
organisations. Ascribe’s suite of solutions and its 
HAP facilitate significant cross-selling opportunities 
and growth through interoperability and integration 
with EMIS Group’s primary, CCMH, community 
pharmacy and specialist solutions. Ascribe 
represented a rare opportunity to acquire a 
significant market position in several areas 
strategically adjacent to, but not overlapping 
with, EMIS Group’ s core offerings.
Strategy
Digital Healthcare and Ascribe formed part of 
our significant investment during the year towards 
our mission of establishing a complete integrated 
platform and product portfolio to help fulfil our 
vision. We also spent considerable time in further 
developing, refining and sharing our structure, 
strategy, mission and vision within the enlarged 
Group. Further information on the Group’s 
achievements in 2013 and its key strategic 
priorities for 2014 is given on pages 8 to 11 
of the strategic report. 
“
We made substantial progress towards our  
vision of supporting longer and healthier lives.
”
Healthcare 
focused 
Ethical & caring Our culture
Mike O’Leary
Chairman STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
07
Our governance principles
 
Leadership
The Board is committed to providing entrepreneurial leadership, 
setting the ethical standards and adding value from its engagement 
with all stakeholders.
  Read more on p25
Effectiveness
The Board is composed of an appropriate balance of experienced 
individuals who share a common vision in relation to the strategic 
aims of the Group.
  Read more on p26
Accountability
The Board is responsible for ensuring the Group works within 
a framework of effective internal controls which enables risk 
to be identified and managed.
  Read more on p26
Engagement 
The Board is committed to dialogue with shareholders and other 
stakeholders to ensure all views are considered and a mutual 
understanding of the strategic aims of the Group is developed.
  Read more on p27
Trusted Patient & carer 
centred
Integrated
Key management changes
The EMIS Group Board has seen a number of 
changes in the year. Phillip Woodrow, our former 
Chief Financial Officer, retired from the Board 
on 11 January 2013 after a planned handover to 
Peter Southby. On 4 February 2013 Andy McKeon 
was appointed as a new Non-executive Director 
after a long and distinguished career in the 
Department of Health and NHS. On 21 March 
2013 Sean Riddell retired from his Executive role 
but remained as a Non-executive Director. At 
the same time, Chris Spencer, who had joined the 
Board as Joint Chief Executive on 4 February 2013, 
became Interim Chief Executive. Chris was 
appointed permanent Chief Executive Officer on 
3 July 2013. David Stables, the Group’ s former 
Director of Development Strategy, retired 
on 30 September 2013.
Dividend
In line with the Group’s dividend policy, 
the Board is recommending a final dividend of 
8.0p per share, which, together with the interim 
dividend of 8.0p, provides a total dividend for 
the year of 16.0p. Subject to approval by the 
shareholders at the AGM on 30 April 2014, 
the final dividend will be paid on 2 May 2014 
to shareholders on the register on 11 April 2014. 
Outlook
Our progress this year would not have been 
possible without the continuing commitment of 
our dedicated employees. The Board is confident 
it has the right strategy and structure, people 
and skills to deliver its mission of integrating 
and optimising the products and other assets 
now comprised within the expanded Group 
and to fulfil its vision of supporting longer 
and healthier lives for everyone. 
Mike O’Leary
Chairman
19 March 2014 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
08
An exceptionally 
productive year.
Our strategy
1
Continued 
investment
Achievements in 2013
 h EMIS Web for GPs roll-out – ensuring delivery at scale 
 h CCMH product development and sales specialists – getting ready for market opportunities
 h Community pharmacy development of next generation software – preparing for growth
 h Strategy development and management – focussing and strengthening the 
senior management team
 h Staff recruitment, training and development – maintaining the foundations of the business
2
Growth
Achievements in 2013
 h Strong organic revenue growth – especially in primary care
 h Acquisition of Multepos Computer Systems – extending the product platform 
in community pharmacy 
 h Digital Healthcare acquisition – extending the product platform in specialist care
 h Ascribe acquisition – extending the product platform in secondary care
 h Rapid organic growth of online visitors – preparing for the accelerated uptake 
of transactional services
3
Product 
development
Achievements in 2013
 h EMIS Web mobile for primary care & commissioning – developed, tested and released
 h EMIS Web cross organisational appointments and tasks – developed, tested and released 
 h Medicines Manager for community pharmacy – developed and piloted ready for release
 h Online patient services – enhanced content and functionality
 h UK’s first Patient Access App launched
Andrea Hildred
Business Manager for the Occupational Health Service, Leeds General Infirmary and St. James’ 
University Hospital
“
We can access and update an employee’s occupational health 
file safely, securely and in real-time. EMIS Web was the 
solution. The process is quicker, safer and more accurate 
than paper records.
” GOVERNANCE FINANCIAL STATEMENTS
09
STRATEGIC REPORT
January
 h MIG to connect GP patient records 
across NHS
 h Online services for patients made  
simpler to use
February
 h New software delivers iPad consultations 
for GPs
 h EMIS opens Scottish office
March
 h First GP appointment booking 
app launched
 h EMIS Web becomes most widely  
used GP system
April
 h EMIS EPR Viewer helps half a million 
patients benefit in Bristol through 
record sharing project
 h Launch of community pharmacy 
and GP integration pilot
May
 h Egton Surgery installs EMIS Web
 h EMIS shortlisted in Military and Civilian 
Health Partnership awards 
June
 h EMIS chosen for London and South 
community and mental health framework
 h Integration developed between 
Rx Systems ProScript and patient.co.uk
July
 h EMIS Web roll-out continues apace
 h Egton integrating clinical devices 
with EMIS Web
August
 h EMIS welcomes interoperability milestone 
as all major GP systems suppliers agree 
to provide data to the MIG
 h EMIS Group acquires Digital Healthcare
September
 h 40% increase in patients registering 
for EMIS online services since 2012
 h EMIS Group acquires Ascribe
October
 h 3,000 practices now using EMIS Web
 h Doncaster awards Ascribe ten-year 
contract for PAS system
November
 h Three quarters of English iSoft GP 
practices have moved to EMIS Web
 h Egton move 1,500 practice staff 
‘disruption free’ to Windows 7
December
 h Patient.co.uk crowned the most popular 
health and wellbeing website
Our year in 2013
Dr. Bhupinder Kohli
Newham CCG
“
This urgent care project has been for me the most significant  
IT event for the last 10 years. It is improving clinical care  
and patient safety, and saving time.
”
Over
4 million
consultations 
recorded weekly 
in EMIS Web
47 million
retinal images 
managed
33,621
appointments 
booked by patients 
online via Patient 
Access in a week
Over 
10 million
documents stored 
electronically for a 
single NHS Trust EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
10
Integrated, 
excellent and 
innovative.
Our strategy
1
2
3
Strategic 
Objectives 
(3 years+)
Operating  
Principles
2014  
Priorities
Vision
To support longer & healthier lives for everyone 
by providing integrated, excellent and innovative 
healthcare IT for patients and those involved 
in their care.
Mission
To help fulfil our Vision by maximising the effect of 
what we now have through joining it up and making 
it super-efficient. GOVERNANCE FINANCIAL STATEMENTS
11
STRATEGIC REPORT
“
Our innovative and integrated technologies enable clinicians 
from across different healthcare sectors to provide better, 
faster and more efficient patient care.
”
Focus the vision
Maximise
Maximise the return 
on our resources by: 
 h Joining them up
 h Making them super-efficient
Deliver planned returns to customers, 
investors and other stakeholders
Transform Deliver
Become an integrated 
healthcare IT company
Ensure accountability
Transparency
Clear and universal (internal/external) understanding 
of our strategy
Growth
Retain & grow profitable market  
share in each division through:
 h Optimal specification, development and delivery 
of integrated, innovative software
 h Strategic business development
 h Alignment & integration of every division
Organise, communicate and deliver
Focus
 h Divisional restructure & integration
 h Deliver KPIs – including financial performance
 h People, communication, engagement and development
 h Strategic customer and stakeholder engagement
 h Group product integration
 h Enterprise and commissioning products
 h Operational efficiencies
 h Optimise software specification and development EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
12
Principal risks and uncertainties
The Board has overall responsibility for ensuring risk 
is appropriately managed across the Group. The 
Group maintains risk registers for each area of 
the business which are consolidated to form the 
Group risk register. A summary of the consolidated 
register is submitted to the Board at each meeting 
for review. The risks are rated as to their likelihood 
of occurring and potential impact. Each risk is 
assigned to an appropriate individual and all 
mitigation and action plans are recorded.
The table below shows the principal risks and 
uncertainties identified in 2013. These risks are 
not intended to be an extensive analysis of all 
risk that may arise in the ordinary course of 
business or otherwise.
The principal financial risks are disclosed in note 4 
to the financial statements.
Healthcare structure 
and procurement 
changes 
Integration
Recruitment 
and retention
Software development 
and hosting
Risk Description Mitigation
The Group needs to ensure that it is not 
disadvantaged by changes in healthcare 
structure and procurement and that its 
strategy closely matches government policy.
Relevant aspects include: 
 h Replacement of PCT s by CCGs 
 h The single system policy adopted 
by a few CCGs
 h Renegotiation of the GPSoC Framework 
 h Practice mergers
 h Detailed analysis of the impacts undertaken 
 h Development of clear market and product 
strategy, vision and values
 h Review and realignment of business structure
 h Continuing close engagement with NHS 
at both strategic and tactical levels
 h Roll-out of EMIS Web for GPs
 h Renegotiation of GP Systems of Choice 
(GPSoc) Framework Lot 1 advanced 
(intended conclusion 31 March 2014)
 h Discussions commenced regarding GPSoC 
Lots 2 and 3 and the renewal of the GP 
system framework for Northern Ireland
 h Further development of the 
interoperability agenda
 h Close monitoring of competitor activity 
and commercial impacts
The Group must ensure products and acquisitions 
are integrated for:
 h Stakeholders to realise the benefits
 h The Group to progress its strategy 
in line with government policy 
 h Board level responsibility for product 
and acquisition integration
 h Product and acquisition alignment 
plans established and regularly monitored
 h Regular communication across the Group 
to ensure alignment at all levels
The Group needs to ensure the development, 
hosting and roll-out of new and existing products 
deliver customers’ expectations of timeliness, 
functionality, service and stability.
 h Identification of synergies across Group 
wide resources 
 h Each market area reviewed and separate 
mitigation plans put in place. Ring fenced 
resources established
 h Detailed project plans developed and business 
cases approved
 h Proactive monitoring of service levels 
and error rates
 h Hosting environment and processes 
regularly reviewed
 h Disaster recovery plans in place
 h Next Generation ProScript in course 
of development
 h Review of development processes 
The Group needs to recruit and retain the right 
people with the right skills to ensure timely delivery.
 h Recruitment of budgeted resource
 h Senior management strengthened
 h Outsourcing used where appropriate
 h Succession plans reviewed
Management 
of risk. GOVERNANCE FINANCIAL STATEMENTS
13
STRATEGIC REPORT
Transforming healthcare.
Chief Executive’s statement
“
We facilitate integrated 
care across the whole 
“healthcare economy”: primary, 
community, child and mental 
health, community pharmacy, 
secondary and specialist care.
”
EMIS Group has had an exceptionally 
productive year with the accelerated roll-out 
of EMIS Web for GPs, the acquisitions and 
integration of Digital Healthcare and Ascribe 
(delivering a strategic platform for integrated 
care), strong organic revenue growth and 
a high level of profitability maintained.
As the Group moves towards the effective 
completion of the roll-out of EMIS Web to GPs in 
England it sees substantial medium and long term 
growth opportunities especially related to health 
record sharing across the Group’s own product 
suite and with third party products. The Medical 
Interoperability Gateway (“MIG”), from the Group’ s 
joint venture Healthcare Gateway Limited (“HGL”), 
now gives access to virtually all UK primary care 
and community health records. The Health 
Application Platform (“HAP”) from Ascribe gives 
access to EMIS Group and third party health 
records in secondary care. The MIG and the HAP , 
coupled with other products and tools, like the 
Group’s Medicine Manager for community 
pharmacy, increasingly facilitate integrated 
care across the whole “healthcare economy”: 
primary, community, child and mental health 
(“CCMH”), community pharmacy, secondary 
and specialist care. 
Health Minister, Jeremy Hunt, speaking at 
Cambridge Health Network on 5 February 2014 
described certain things as “absolute givens”: 
that the NHS will become totally dependent on 
personal and population level electronic health 
records and that patients will take charge of 
their own “health destinies”. EMIS Group is 
closely aligned in facilitating those trends 
in healthcare: first, as custodian of not only 
the cradle-to-grave GP record but also of 
millions of the more episodic records created 
in CCMH, community pharmacy, secondary 
and other settings; second through Patient 
Access, the Group’s patient transactional 
service made available through patient.co.uk 
which is already used by millions of patients 
and clinicians every month.
Operational Review
The Group, through its subsidiaries EMIS, 
Rx Systems, Digital Healthcare and Ascribe, 
is a major provider of healthcare software, 
information technology and related services 
in the UK. The Group is unique in holding 
a strong market position in every major 
area of UK healthcare IT. 
Primary & Community Care
Primary Care
EMIS remains the clear UK GP software market 
leader and grew its market share during 2013 
to 53.0% (5,232 GP practices) (2012: 51.2% 
(5,113 GP practices)). The primary care user 
base remains loyal and 76% of EMIS’s English 
GP practices have used an EMIS system for 
over 10 years. This growth and loyalty is in 
the face of practice consolidation, competitor 
activity, the alternative single system choices 
of a small number of clinical commissioning 
groups (CCGs) and the risk of churn created 
by the estate-wide migration from older EMIS 
products to EMIS Web for GPs (the Group’s 
transformational healthcare IT system).
Primary Care and 
Commissioning
Improving Group practice 
performance with EMIS Web
Yvonne Waddingham, practice manager at the 
Pelham Medical Group reports improved practice 
performance since moving to EMIS Web. “EMIS Web 
is essential to us in bringing all the information and 
work processes together so that we can develop 
and improve services. We certainly expect to make 
economies of scale, improve clinical governance 
and streamline care as we share templates and 
protocols among all of the staff.” 
“ Our new patients will be able to book appointments 
and order repeat prescriptions online as well as 
viewing their medical records, via Patient Access. 
All of these online services are very popular with 
our existing patients.”
Yvonne also likes EMIS Web’ s search and reports, 
which help her to run large-scale data reports with just 
a few clicks of the mouse. “There’ s no comparison with 
the previous IT system. It was difficult to access data 
and the GPs found the system rather cluttered. EMIS 
Web is intuitive and easy to use. All of the information 
that you need flows to you.”
Primary 
Care
Chris Spencer
Chief Executive Officer EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
14
Chief Executive’s statement continued
Operational Review continued
Primary & Community Care continued
Primary Care continued
Renegotiation of the expanded English 
GP Systems of Choice (GPSoC) Framework 
continues with intended conclusion of Lot 1 by 
31 March 2014. Until then, the previous framework 
has been deemed to remain in place to secure 
vital continuity of service. Discussions have begun 
regarding GPSoC Lots 2 and 3 and the renewal 
of the GP system framework for Northern Ireland. 
Following the phased withdrawal of CSC’s 
iSoft product from the UK primary care market, 
269 former iSoft practices migrated to EMIS in 
England during the year. The Group ultimately 
expects to win around three-quarters of the former 
iSoft English estate and approximately two-thirds 
of the total iSoft estate of 492 practices. A number 
of the iSoft sites are in Wales where NHS Wales 
began rolling out a centrally hosted IT service to 
its GPs with EMIS Web customer acceptance 
testing being concluded in March 2013 and 
the first EMIS Web practice going live in June. 
EMIS Web GP
Throughout the year, the primary care division 
maintained the roll-out to GP practices of EMIS 
Web. At the end of 2013 there were 3,327 live 
EMIS Web practices in England and Wales 
(representing 74% of EMIS’ s total GP estate in 
those countries and an increase of 1,692 practices 
during the year). The remaining 1,196 practices 
have all either placed an order or are in the EMIS 
Web familiarisation service. 
EMIS Web mobile was completed, tested and 
released in early 2013 enabling GPs, and others 
in CCMH and other integrated care settings, to 
access the core elements of EMIS Web on a 
tablet device when working away from their 
clinical base. 
EMIS Web Community Child and 
Mental Health
EMIS has a growing presence in 
CCMH where the procurements are led 
by CCGs. An experienced Director of 
CCMH joined the Group in June 2013, 
further strengthening and focussing the 
CCMH team following additional investment 
in development, product, support and sales 
specialists. CCMH and integrated care 
functionality relating to cross-organisational 
tasks was released in May 2013 and 
cross-organisational appointments were 
released in July. EMIS Web is now used 
in at least 205 clinical settings beyond 
primary care.
In Camden, the North London CCG is using 
data-sharing to help clinicians integrate care 
across primary, community, secondary and 
specialist care. Subject to patient consent at 
the point of care, clinicians have a secure view 
of vital medical information held in GP records, 
using EMIS Web in key clinical areas including 
community: diabetes, chronic kidney disease, 
geriatrics, heart failure, chronic obstructive 
pulmonary disease and memory service. 
Using EMIS Web’s search and reports facility, 
Community Pharmacy
Pioneering integration between 
pharmacies and GPs
“ We can now see the full list of the patient’s repeat 
medication that is held on the GP system, which 
makes it easier for us to respond to patient requests.” 
Jignesh Patel, Pharmacist, Rohpharm pharmacy 
in Plaistow, East London.
T echnology is key to integrating repeat prescribing 
between GP surgeries and community pharmacies. 
A pilot project in East London is delivering promising 
results to enable direct electronic communication 
between EMIS’ GP software and Rx Systems’ 
ProScript system - rather than via the Spine.
The results of the pilot are encouraging - 
including clearer communication, more informed 
patient care and even reduced drugs wastage.
There is huge potential for further integration between 
GP and pharmacy systems. For example, giving 
pharmacists access to elements of the patient’ s GP 
record - with consent - would enable the profession 
to play its fullest possible role in patient care, giving 
Clinical Commissioning Groups (CCGs) new 
options for creating efficient patient pathways.
Community
Pharmacy
Total revenue
£105.5m
+22%
2012 £86.3m
2011 £73.2m
2010 £62.4m GOVERNANCE FINANCIAL STATEMENTS
15
STRATEGIC REPORT
clinicians treating 1,407 patients in the diabetes 
service reduced the did not attend rate from 
26 per cent in 2012 to 10 per cent in 2013. It is 
also helping them to triage care more effectively.
In London, in April EMIS signed the T30 
framework to supply clinical information 
systems to 30 community and mental health 
trusts in London and the south. In Glasgow, 
EMIS implemented the first phase of a contract 
to share information on 240,000 children across 
a range of community services. As the second 
half of the year progressed, bid activity 
increased markedly and the Group secured 
new CCMH contracts for EMIS Web in:
 h Bromley, replacing a Servelec RiO system, 
providing all community services to 350,000 
local adults and children. The system will 
deliver a common patient record, shared 
with local GPs, and central functions such 
as appointment booking. Productivity is 
already up by 20 per cent along with 
improved clinical outcomes. For example, 
leg ulcer healing rates are down from 21 
weeks to five;
 h East London Urgent Care Centre, helping 
prevent unnecessary admissions to Newham 
Hospital A&E department, caring for over 
70,000 patients a year. After only using EMIS 
Web for two months, the centre surpassed 
a target to refer no more than a quarter of 
patients to A&E by using two-way patient 
record sharing with local GPs.
Unprecedented tender activity continued 
throughout the second half and into 2014.
Patient.co.uk
Patient.co.uk, the Group’s website that 
helps patients play a key part in their own 
care through access to clinically reviewed health 
and well-being information and the gateway for 
transactional healthcare services, saw a rapid 
growth in patient and clinical visitors during the 
period. In January 2013, the site had 5 million 
unique visitors and 11 million page impressions; by 
December, following further enhancements to the 
content and functionality of the site, this had risen 
to 11 million unique visitors and 21 million page 
impressions. The division also developed and 
released patient-focused apps including the 
UK’s first Patient Access App launched on 
13 March 2013 at the NHS Innovation Expo. 
Community Pharmacy 
Rx Systems provides healthcare IT , software, and 
services to 35.3% (2012: 34.8%) of UK high street 
pharmacies. ProScript, the Group’s community 
pharmacy software, is the single most widely used 
dispensary management system in the UK. To 
complement and expand ProScript into pharmacy 
retail systems, Multepos Computer Systems 
Limited was acquired on 14 January 2013 for a 
net cash consideration of £0.7 million financed from 
the Group’ s existing cash resources. Multepos was 
quickly integrated within the first half of the year. 
Rx Systems also had a successful year 
organically: growing its user base; creating, 
piloting and preparing for the formal launch of 
Medicine Manager, new functionality facilitating 
information flow between GP practices and 
community pharmacies, with pilot sites starting 
to go live in April 2013; and drawing up detailed 
plans for the development of its next generation 
integrated community pharmacy software. 
Secondary & Specialist Care
On 5 August 2013, the Group acquired 
Digital Healthcare for a net cash consideration 
of £3.1m. Digital Healthcare is a leading 
provider of diabetic eye screening and other 
ophthalmology-related solutions. In England 
it has a market share of 80% and it also has 
a well-established international presence. 
As well as a strong position in a profitable 
specialist niche market, adjacent to EMIS 
Group’s presence in primary care, CCMH, 
community pharmacy, secondary and specialist 
systems, Digital Healthcare also provides 
opportunities for hosting and delivering fully 
managed ophthalmology-related services.
Community, 
child and mental 
health care
Bringing community care into 
the 21st century
A community rehabilitation team in Cheshire 
is providing more coordinated care to vulnerable 
elderly patients. The team at the Cheshire and 
Wirral Partnership NHS Foundation Trust provide 
vital care to ensure that approximately 750 patients 
– mostly frail, elderly people aged over 65, who have 
suffered strokes or falls – remain independent in their 
own homes and avoid admission to hospital.
“ I would highly recommend EMIS Web. It has 
totally changed the way we work – we are in 
the 21st Century now,” said administration 
manager Mandi Harvey. “For the first time, 
all the information about patients’ care is 
there in front of us.”
The team used paper patient records before 
switching to EMIS Web. “Caseload management 
is much improved. We can now very easily see who 
is providing what for patients, and that means their 
care is much better coordinated and effective,” said 
Kate Sharp, community rehabilitation team leader.
Community
Care
Total dividend for the year
16.0p
+13%
2012 14.2p
2011 12.4p
2010 11.2p EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
16
Operational Review continued
Secondary & Specialist Care continued
On 16 September 2013, the Group acquired 
Ascribe for an initial enterprise value of £57.5m 
(with an associated placing of 4.4m new shares 
raising £26.3m net of expenses) and further 
cash payments contingent on performance of 
up to £3.0m. Ascribe is a well-established UK 
based healthcare software and IT services 
provider, principally focused on Hospital 
Pharmacy, A&E, Mental Health and Patient 
Administration Systems (PAS)/Electronic Patient 
Records (EPR), with a high level of penetration 
into NHS secondary care organisations. 70% 
of the UK NHS Acute Trusts and Boards use 
at least one Ascribe solution. Ascribe’s suite 
of solutions and its HAP facilitate significant 
cross-selling opportunities and growth through 
interoperability and/or integration with EMIS 
Group’s primary, CCMH, community pharmacy 
and specialist solutions. Ascribe also has 
international reach with 18% of its recurring 
revenue derived from Australasia. 
The organisational and product integrations 
of both Digital Healthcare and Ascribe are 
progressing well. Since acquisition, Ascribe has 
secured several significant contracts to supply 
clinical IT solutions to major NHS hospital trusts, 
including Doncaster and Bassetlaw and South 
Devon. Digital Healthcare is also progressing well 
as the first supplier to widely roll-out upgraded 
diabetic eye screening software to deliver the 
new Common Pathway required by Public 
Health England as well as over 50 enhancements 
requested by clinicians. Both businesses operate 
similar business models to EMIS, with a high 
proportion of recurring revenues.
As stated at the time of their respective 
acquisitions, both businesses are expected 
to enhance earnings in the first full year of 
ownership in 2014. Specifically, the acquisition 
of Ascribe is expected to deliver £0.5m savings 
from synergies this year, with further potential 
future efficiencies and economies of scale.
Summary and Outlook
EMIS Group continues to trade in line with 
the Board’s expectations, with continuing 
strong revenue visibility and improved profit 
performance in the second half of 2013 
continuing into 2014, principally due to the 
ongoing growth in the EMIS Web GP estate. 
This momentum and the benefits of last year’s 
acquisitions provide confidence that further 
progress will be achieved in the current year. 
First for national diabetic eye 
screening programme
Leading innovation across the sector, Digital 
Healthcare was the first to widely roll-out software 
to help clinicians to comply with new protocols for 
managing the early identification and treatment of 
patients at risk of sight-threatening diabetic retinopathy.
Dr John Hosker, Consultant Physician for Diabetes at 
Doncaster & Bassetlaw Hospitals’ NHS Foundation 
Trust, is one of the first clinicians to adopt the new 
software to comply with the common pathway. 
“We have been pleased to be early adopters of 
the OptoMize V4 software to support our local 
implementation of the new national common 
pathway for diabetes eye screening.”
The common pathway reduces unnecessary referrals 
to hospital eye clinics – improving patient care and 
saving money. More patients remain within the eye 
screening environment so that clinicians can address 
the background risk factors - the root cause of diabetic 
eye disease. This is helping to prevent loss of sight 
among the 19,000 people with diabetes in our local 
Doncaster community.
Secondary & 
Specialist Care 
Introducing a fully integrated 
pharmacy solution
Secondary Care
Specialist Care
The go-live of Ascribe’ s ePrescribing and Medicines 
Administration at East Lancashire Hospitals NHS Trust 
marks the final stage in the Trust’ s strategic partnership 
to implement a fully integrated Pharmacy solution. With 
Ascribe Web Pharmacy and eMedicines Management 
already in place, the move to ePrescribing is enabling a 
single workflow of information from the prescriber to 
the dispensary staff, using a single patient record, 
which eliminates the need to transcribe routine 
medications, and provides decision support 
to clinicians.
Neil Fletcher, Chief Pharmacist said: “Ascribe 
has helped us gain trust-wide engagement, as 
electronic prescribing is not just for the pharmacy 
department. The ePMA solution will deliver benefits 
including integrating with trust-wide systems, cost 
savings from drug spend, reduce time spent in 
the dispensary for more time at patient bedside, 
reduce errors of handwritten notes, and help 
to achieve a paperless status - all of which will 
ultimately help us deliver better patient care.”
A successful outcome to the GPSoC framework 
renegotiation and completing the roll-out of EMIS 
Web GP in England through 2014, remain two 
of the key objectives for the primary care division. 
Other high priority objectives for the Group include 
capitalising on the post National Programme 
re-letting of contracts in the CCMH and secondary 
markets, continuing to focus on the integration 
of Ascribe and Digital Healthcare with the Group 
(both at an organisational and product level) 
and optimising development delivery and 
other operational efficiencies. Meeting these 
objectives will deliver strong and sustainable 
growth during 2014 and beyond. 
As financial and demographic factors continue 
to impact on the NHS, EMIS Group confidently 
expects to remain at the heart of healthcare IT 
while taking further and significant steps towards 
its strategic vision of integrated healthcare systems 
joining primary, community, secondary and 
specialist care.
Chris Spencer
Chief Executive Officer
19 March 2014
Chief Executive’s statement continued
Secondary
& Specialist
Care GOVERNANCE FINANCIAL STATEMENTS
17
STRATEGIC REPORT
Financial review
In the year ended 31 December 2013 the 
Group again delivered strong organic growth 
in revenue and operating profit, complemented 
by positive contributions from the acquisitions 
made in the period. 
Adjusted operating profit for the year as set out in 
the table on page 18 was £26.1m (2012: £22.8m) 
while operating profit was £24.9m (2012: £24.1m).
Revenue
Group revenue from continuing operations 
increased by 22% to £105.5m (2012: £86.3m), 
including revenue from acquisitions during the 
year of £9.0m.
The 12% organic growth in the year was driven 
by a strong performance in the Primary and 
Community Care business due to the roll-out of 
the EMIS Web product, with the size of the 
estate doubling during the course of the year.
Performance in the Community Pharmacy 
business benefited from continued gains in the 
estate and from the cross-selling of additional 
services, including Electronic Point-of-Sale 
systems delivered by the Multepos acquisition 
completed in January 2013. The comparative 
figures for this segment include £1.6m one-off 
revenue associated with the roll-out of Electronic 
Prescription Service (EPOS) which has effectively 
been replaced by new, recurring revenues in 2013.
Secondary and Specialist Care reflects the 
post-acquisition results of the Digital Healthcare 
and Ascribe businesses from August and 
September respectively. Both acquisitions have 
performed well in their early months as part of 
the Group, with momentum building into the 
new financial year. 
Revenue mix
Group recurring revenue, principally licensing, 
maintenance & software support, hosting and other 
support services was £81.4m (2012: £69.4m). This 
represented 77% of total revenue and provides 
a strong platform for the business to continue 
to invest with confidence in developing future 
products and services. 
Key drivers of revenue growth within the Group 
included the following:
 h hosting, which increased to £14.3m 
(2012: £9.0m), as a result of the 
further market penetration of the 
EMIS Web product;
 h training, consultancy and implementation, 
which increased to £12.1m (2012: £6.5m), 
with EMIS Web roll-out related revenue in 
Primary Care complemented by new 
revenues in the Secondary sector;
 h maintenance & software support, 
driven by incremental revenues from 
the acquisitions completed in the year 
to £17.7m (2012: £13.4m);
 h licences, which increased to £40.0m 
(2012: £38.2m), due principally to growth 
in the Primary Care and Community 
Pharmacy estates;
 h an increase in hardware revenues to £6.9m 
(2012: £5.2m), with growth in the provision 
of hardware by Egton to the Group’s 
customers; and
 h other support services, where the reduction 
in EPS roll-out revenue was offset by growth 
in EPS support and new revenues from the 
acquisitions, resulting in total revenues of 
£14.5m (2012: £14.1m).
“
Both acquisitions have 
performed well in their early 
months as part of the Group, 
with momentum building into 
the new financial year.
”
Delivering strong organic growth in revenue 
and operating profit, complemented by 
positive contributions from the acquisitions 
made in the period.
Peter Southby
Chief Financial Officer EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
18
Financial review continued
Profitability
Adjusted operating profit increased by 14% 
to £26.1m (2012: £22.8m), including £0.9m 
from acquisitions in the year. The Primary and 
Community Care business was the key driver 
behind the 10% organic growth in the year, 
principally due to the continued successful 
roll-out of the hosted EMIS Web GP product. 
As expected, staff costs continued to rise with 
average staff numbers (excluding acquisitions) 
increasing to 1,239 (2012: 1,116). This was a 
result of the recruitment undertaken in 2012. 
By contrast, in 2013, headcount (excluding 
acquisitions) remained broadly unchanged. 
Including acquired businesses, the Group 
employed 1,574 staff at the year-end 
(2012: 1,236).
Adjusted operating profit included the 
benefit of £0.3m (2012: £nil) of Research 
& Development tax credits under the 
“Above The Line” arrangements in effect 
from 1 April 2013. In previous periods tax 
credits in this area have been recognised 
as a component of the income tax charge.
After accounting for the capitalisation and 
amortisation of development costs, the 
amortisation of acquired intangibles and 
exceptional transaction costs of £1.1m, 
operating profit was £24.9m (2012: £24.1m), 
an increase of 3%.
Taxation
The tax charge for the year of £4.7m is 
after taking into account a reduction in 
the provision for deferred tax of £1.0m 
arising from a lowering of the future rate 
of corporation tax from 23% to 20%.
Earnings per share (“EPS”)
Adjusted basic and diluted EPS increased 
by 11% to 34.0p (2012: 30.8p and 30.7p 
respectively). The statutory basic and diluted 
EPS from continuing operations were both 
32.6p (2012: 32.5p).
Dividend
Subject to shareholder approval at the Annual 
General Meeting on 30 April 2014, the Board 
proposes an increase in the final dividend to 
8.0p (2012: 7.1p) per ordinary share payable 
on 2 May 2014 to shareholders on the register 
at the close of business on 11 April 2014. 
This would make a total dividend of 16.0p 
(2012: 14.2p) per ordinary share for 2013, 
13% higher than prior year, reflecting the 
Board’s commitment to increasing the 
dividend and its confidence in the 
Group’s future prospects.
2013 2012
Primary & Secondary Primary &
Community Community & Specialist Community Community
Care Pharmacy Care Total Care Pharmacy Total
Selected financial extracts (rounded) £m £m £m £m £m £m £m
Revenue 80.0 17.0 8.5 105.5 69.8 16.5 86.3
Segmental operating profit 23.6 3.0 0.3 26.9 22.5 3.0 25.5
Development costs capitalised (5.3) – (0.8) (6.1) (5.3) – (5.3)
Amortisation of intangibles
1
3.9 0.9 1.3 6.1 2.7 0.8 3.5
Adjusted segmental operating profit 22.2 3.9 0.8 26.9 19.9 3.8 23.7
Group expenses
(0.8) (0.9)
Adjusted operating profit
2
26.1 22.8
2013 2012
Pence Pence
EPS – reported 32.6 32.5
EPS – adjusted 34.0 30.8
1. Includes amortisation of development costs and acquired intangibles. 
2. Adjusted to exclude exceptional transaction costs of £1.1m (2012: £0.4m). GOVERNANCE FINANCIAL STATEMENTS
19
STRATEGIC REPORT
Cash flow
Net cash generated from operations was 
19% higher than the previous year at £32.6m 
(2012: £27.4m) reflecting a stronger working 
capital performance and growth in the business. 
The Group typically has a seasonal cash flow 
profile, with stronger inflows in the first half 
reflecting the timing of annual licence renewals. 
The Group completed three acquisitions in the 
year (Multepos, Digital Healthcare and Ascribe) 
for net cash consideration of £57.5m. The Ascribe 
acquisition was part funded by a placing of 4.4m 
shares in September 2013 at £6.15 per share 
which raised a net £26.3m after expenses.
Net capital expenditure reduced to 
£8.7m (2012: £12.8m), comprised primarily 
of investment in hosting assets, computer 
equipment and additional freehold premises 
in central Leeds for warehousing, engineering 
services and hosting.
The Group’s Employee Benefit Trust received 
£0.6m (2012: net expenditure of £1.8m) for shares 
transferred in connection with the Group’s share 
schemes. After tax and dividends, the total net 
cash outflow of £21.2m resulted in a year-end 
net debt of £13.5m (2012: net cash of £7.7m), 
comprised of cash of £4.2m and bank debt 
of £17.7m. At 31 December 2013, the Group 
had available bank debt facilities of £33.0m, 
including a £16.0m Revolving Credit Facility 
committed until 2017 of which £15.0m 
was undrawn.
Peter Southby
Chief Financial Officer
19 March 2014
Cash flow
The principal movements in net debt were as follows:
2013 2012
£m £m
Cash from operations:
Cash generated from operations 38.7 32.7
Less: internal development costs capitalised (6.1) (5.3)
Net cash generated from operations 32.6 27.4
Business combinations (57.5) (0.8)
Placing proceeds 26.3 –
Net capital expenditure (8.7) (12.8)
Transactions in own shares 0.6 (1.8)
Tax (5.1) (4.6)
Dividends (9.1) (7.7)
Other (0.3) –
(53.8) (27.7)
Change in net debt in the year (21.2) (0.3)
Net (debt)/cash at end of year (13.5) 7.7 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
20
Corporate social responsibility
Employees 
Training
All employees are encouraged to take part in 
training sessions to aid their personal development. 
Throughout 2013, our leadership essentials 
programme continued with a further 52 managers 
from across the Group taking part in the scheme. 
The core skills taught as part of the course are 
helping to increase communication, performance 
management and encourage coaching and 
feedback between employees. A further 44 
employees are expected to take part in the 
programme during 2014. 
Management training courses were also run 
for 71 managers and team leaders throughout 
the period covering social media, disciplinary, 
grievance and appeal hearings policies and 
procedures. In addition to in-house training, 
employees are encouraged to undertake 
external technical and project management 
courses where appropriate. 
Our apprenticeship scheme encourages learning 
in the working environment while continuing 
with relevant qualifications. We currently have 
six apprentices working alongside experienced 
staff to gain a wide range of skills.
Share incentive scheme
During 2013 we again offered free shares to 
all qualifying employees. 805 employees took 
up the offer while the Share Incentive Plan 
continues to be offered to all employees 
with over 12 months’ service.
Pension scheme
With effect from 1 January 2014, all eligible 
jobholders within EMIS were automatically 
enrolled into our pension scheme. A total 
of 1,023 employees were enrolled in the 
first month with the contribution rates 
offered higher than the minimum requirements. 
Employees have the opportunity to increase their 
contributions from entry into the scheme and the 
Company will automatically increase minimum 
contribution rates each year to ensure all 
legislative requirements are met. 
All EMIS employees were invited to attend pension 
presentations to help increase awareness and 
knowledge of the Government’s auto-enrolment 
legislation and to aid employees’ understanding 
of what the pension changes would mean to them. 
A communications programme and pensions portal 
was also rolled out. Work has commenced on 
auto-enrolment across the rest of the Group.
Staff benefits 
We offer discounted gym membership, travel 
cards and a range of other benefits and we 
continue to be committed to offering employees 
flexible working hours in a comfortable working 
environment. In 2014 we plan to increase our 
benefits package with the introduction of a 
cycle to work scheme, the buying and selling 
of holiday and shopping vouchers.
Community
We encourage our staff to engage in a number 
of activities to raise money for local and national 
charities. We continue to support a wide range 
of charities, the majority suggested by 
staff themselves.
Some of the activities we took part in throughout 
the period were:
 h the Leeds 10k Corporate Challenge raising 
money for Diabetes UK;
 h the Charity Red Nose Day dressing 
in 80’s costumes; 
Highlights
 h Introduction of a Company 
pension 
 h Over 1,100 online 
health and safety training 
sessions completed
 h Work commenced on reduction 
of carbon footprint 
Building on our corporate social responsibility 
(CSR) framework, we continue to be committed to a 
comprehensive CSR policy, covering the key areas of:
Employees Community Environment
Health 
and Safety
Ethical 
business 
practices
Linking people, partners 
and communities. GOVERNANCE FINANCIAL STATEMENTS
21
STRATEGIC REPORT
 h the Yorkshire 10k in aid of Cystic Fibrosis 
and we also provided water for all the 
competitors; and 
 h sponsoring a local community fun day 
and a local football club.
We continue to work successfully with Business 
in the Community (BITC), participating in their 
Give and Gain day – the UK’ s only national day 
of employee volunteering. This year the project 
involved working at an activity farm, regenerating 
the paths and garden. BITC also invited us 
to take part in Dragon’s Den, where A-level 
business students from a local school 
built a fictional company and attempted 
to sell it to the dragons. 
We have developed a relationship with Young 
Enterprise, providing support for a project which 
involves students running their own fictional 
company for a year. Some of our senior managers 
presented ideas to students on how they could 
improve their selling techniques, choose and 
research products and provided an insight 
into how businesses are started and run. 
We will continue our work with BITC to extend 
our involvement in the community. We are now 
working with a local primary school, joining the 
Right to Read programme and are supporting 
the school for the 2014 Give and Gain Day.
Environment 
We continued our commitment to the minimisation 
of waste and reduction of energy consumption. 
We have registered for ISO 14001 Environmental 
Management and this standard will be applied 
across the Group. Final accreditation is expected in 
late 2014. We continue to work wherever possible 
with partners and service providers who are also 
ISO 14001 accredited and have been placed in 
the BITC environmental index for the region as a 
significant improver over performance in 2012. 
Waste recycling continues to be a priority, with 
9,182kg of cardboard being disposed of in 2013 
in an environmentally responsible fashion. Recycling 
paper waste saved the equivalent of 185 trees. 
We also disposed of 12.94 tonnes of IT waste, 
all of which was recycled by our service providers 
who are ISO14001 accredited. 
We continue to promote a purchasing policy that 
gives preference to those products and services 
which cause minimal harm to the environment. 
When conducting supplier reviews, we ensure all 
suppliers adhere, where possible, to recommended 
environmental policy regulations.
Carbon reduction
We take our impact on the environment seriously. 
T o minimise our carbon emissions we have started 
to measure our carbon footprint, enabling us to 
put processes in place to reduce our impact 
on the environment across the Group. 
To support our work to reduce carbon 
emissions, we continue to choose eco-friendly 
fleet cars. Working with our fleet service adviser, 
our average CO
2
 emissions rate has been 
measured at 119g/km. This is defined as low 
compared to the target of 130g/km by 2015 
set by the European Commission, which we 
have therefore already achieved in 2013.
We continued to work with the West Yorkshire 
Travel Plan Network, helping to minimise 
our contribution to business travel throughout 
the local area. This partnership will continue 
throughout 2014, supported by the introduction 
of a cycle2work scheme. 
Health and safety
Training
We are committed to the promotion of a positive 
safety culture and have well established systems 
and policies in place to support this. Mandatory 
health and safety training was provided to all 
employees, starting on the induction course and 
then targeted as appropriate. Over 1,100 online 
training courses were completed by employees 
throughout the year.
Fleet
Working with our insurers, we have reduced the 
number of minor fleet accidents during the year 
and all Company vehicle users now undertake 
online training. 
Ethical business practices
Our policies detail the standards expected 
throughout the Group, including free and fair 
competition, the prohibition of bribery, honest 
and fair dealing with suppliers, and ensuring 
that the welfare of workers and employment 
conditions within the supply chain meet or 
exceed internationally recognised standards. 
We have a statement of ethics and whistleblowing 
policy in place to ensure ethical business practice 
across the Group, with all employees completing 
a training session on the Bribery Act as part 
of their induction programme.
Employee diversity 
 h Male  
72%
 h Female  
28% EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
22
Extensive experience across 
the healthcare industry.
Board of Directors
Mike O’Leary (age 61) A, R, N(c)
Non-executive Chairman
Mike was appointed to the Board of EMIS in 
March 2011. He has twenty years of main board 
experience in a public company environment, 
including both FTSE100 and FTSE250. He has 
broad experience of running global operations, 
and a strong background in the IT industry as 
well as intimate association with the UK and 
international healthcare sectors. Mike is currently 
a non-executive director of Headlam Group plc. 
He was formerly Chairman of Digital Healthcare 
Limited. He was also formerly Chief Executive of 
Marlborough Stirling plc, Chief Executive 
of Huon Corporation and an executive director 
of Misys plc. At Misys, amongst other things, 
Mike ran the group’s US healthcare division in 
North Carolina which supplied software and 
services to over 70,000 primary care physicians 
in North America. He was also responsible for 
their UK based healthcare business which sold 
PAS and pathology departmental systems.
Chris Spencer (age 57)
Chief Executive Officer
Chris joined EMIS in 1999 and, until 2013, 
was EMIS’s Chief Administrative Officer including 
roles as Group Counsel and Company Secretary. 
He has been a member of EMIS’s senior 
management strategy forum since 1999.
Immediately prior to joining EMIS, he was a General 
Manager and Head of IT for Markgraaf Patents 
Limited. A qualified solicitor , Chris was also, in 1985, 
a founder shareholder and director of Solicitec 
Limited, a software house which was acquired 
by Lexis Nexis in 2006.
He is an Associate of the Chartered Institute 
of Patent Agents, a member of the Law Society 
of England & Wales, a member of the Society for 
Computers & Law and a Fellow of the Chartered 
Management Institute.
Peter Southby (age 40)
Chief Financial Officer
Peter joined EMIS in October 2012 and has 
nearly 20 years of experience in finance, most 
recently as Finance Director of ENER-G plc and, 
before that, with Augean plc. At Augean, he was 
part of the executive team that led a number of 
corporate transactions including fundraising and 
acquisitions. Peter has built relationships and 
offered strategic advice across multiple industry 
sectors with a particular focus on support services.
Before Augean, Peter held senior financial 
positions at White Young Green plc and at 
Leeds United plc. He started his career with 
Arthur Andersen whilst studying at Oxford 
University, where he obtained a first class degree. 
Peter is a Fellow of the Institute of Chartered 
Accountants in England and Wales.  23
FINANCIAL STATEMENTS STRATEGIC REPORT GOVERNANCE
“
The Board is confident it has the right strategy and structure, 
people and skills to deliver its mission.
”
Andy McKeon (age 58) A, R(c), N
Non-executive Director
Andy joined EMIS on 4 February 2013. Andy 
joined the Audit Commission in September 2003 
as a Managing Director with responsibility for 
all the Commission’ s work on Health. 
Prior to joining the Audit Commission, Andy was a 
Departmental Board member at the Department of 
Health. As Director General of Policy and Planning 
he had oversight of the Department’ s agenda for the 
reform and improvement of health and social care. 
He is also Interim Chief Executive of the Nuffield T rust, 
a Non-Executive Director at the National Institute 
of Health and Clinical Excellence and an Adjunct 
Professor in the Centre for Health Policy at Imperial 
College London.
Andy is a graduate of Cambridge University.
Sean Riddell (age 49)
Non-executive Director
Sean has 20 years’ experience of IT within the 
healthcare sector, all gained with the Group. Sean 
joined EMIS in 1989 and he has had significant 
involvement in the Group’s pioneering initiatives, 
such as enabling GP appointments to be booked 
via the internet or mobile phone, the secure 
viewing of a patient’s medical records over the 
internet and the growth of www.patient.co.uk.
Sean was initially appointed to the EMIS Board 
in 1999 and became Managing Director of EMIS 
in September 2006. He was appointed Managing 
Director of EMIS Group upon its incorporation 
in April 2008 and served as Chief Executive 
Officer from floatation until March 2013. With 
effect from 21 March 2013 Sean became a 
Non-executive Director.
Sean worked for Provident Financial Group as 
a Business Information Analyst prior to joining 
EMIS and has a degree in Psychology.
Robin Taylor (age 62) A(c), R, N
Non-executive Director
Robin joined EMIS Group as Senior independent 
Non-executive Director and Chair of the Audit 
Committee on 1 March 2010 as part of the 
preparations for flotation, bringing many years’ 
experience as a plc director. Robin is currently an 
independent Non-executive Director of Fusionex 
International plc and Phoenix IT Group plc. He was 
formerly Chief Financial Officer of main market 
publicly listed companies Intec Telecom Systems 
plc (“Intec”), ITNET PLC and JBA Holdings plc. 
Prior to that, Robin held a variety of financial 
and general management roles in both Europe 
and North America.
Robin is a member of the Institute of Chartered 
Accountants of Scotland. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
24
Senior management
Group Strategic Board:
Back left to right: Dr Shaun O’Hanlon – Chief Medical Officer; Phil Webb – Chief Technology Officer; Ian Taylor – Managing Director, Community 
Pharmacy; Peter Southby – Chief Financial Officer; Matt Murphy – Managing Director, Primary Care (including CCMH and Online). 
Front left to right: Stephen Critchlow – Executive Chairman, Secondary Care; Steve Butcher – Group Marketing Director; Chris Spencer 
– Chief Executive Officer.
Group Commercial Board: 
Back left to right: Stephen Wilcock – Managing Director, Engineering and Hardware; Stephen Critchlow; Ben Foster – Director Online;  
Steve Butcher; Matt Murphy.
Front left to right: Kevin McDonnell – Managing Director, Ophthalmology; Chris Spencer; Martin Bell – Director CCMH; Ian Taylor. STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
25
Corporate governance
EMIS Group plc (“the Company” or 
“the parent company”) and its subsidiaries 
(together “the Group”) are committed to 
high standards of corporate governance 
and the Board acknowledges the importance 
of the principles set out in the UK Corporate 
Governance Code published by the 
Financial Reporting Council in June 2010 
and in September 2012 (“the Code”).
Although the Code is not mandatory for 
companies admitted to AIM, the Company 
continues to establish a framework by adopting 
and implementing policies and procedures 
designed to comply with the Code as far 
as reasonably practicable and appropriate 
for a company of this size and complexity. 
The report below sets out how the principles 
in the Code have been applied during the 
year under review.
Board composition
At the start of the year the Board of EMIS Group 
(“the Board”) consisted of Michael (Mike) O’Leary, 
Non-executive Chairman; Sean Riddell, Chief 
Executive; Peter Southby, Chief Financial Officer; 
Phillip Woodrow, Executive Director; Dr David 
Stables, Director of Development Strategy; and 
Robin Taylor, Senior Non-executive Director, 
whom the Board considers to be independent 
as defined in the Code. 
Phillip Woodrow stepped down as Finance 
Director and Peter Southby was appointed 
as Chief Financial Officer on 1 October 2012. 
Phillip Woodrow continued as an Executive 
Director to allow for a suitable handover 
period and then retired from the Board 
on 11 January 2013.
Sean Riddell resigned as Chief Executive on 
4 February 2013 and became Joint Chief Executive. 
On 21 March 2013 he became a Non-executive 
Director. He was not considered independent 
on appointment but the Board was of the view 
that his continuing involvement allowed for 
a smooth transition and the retention of his 
extensive sector knowledge. 
Christopher (Chris) Spencer became 
Joint Chief Executive on 4 February 2013 and 
became Chief Executive on an interim basis on 
21 March 2013. Chris Spencer was appointed 
permanent Chief Executive on 3 July 2013.
Andy McKeon was appointed as a Non-executive 
Director on 4 February 2013. On appointment 
he met the Code requirements for independence. 
Appointments of Non-executive Directors are for 
specific terms and subject to statutory provisions 
relating to the removal of a Director. 
David Stables retired from his role as Director of 
Development Strategy on 20 September 2013.
Following review during the year the Board 
considers the current balance of skills and 
experience to be appropriate for the business.
All Directors are subject to election or re-election 
by the shareholders at each annual general 
meeting. The Nomination Committee considers 
that the individuals subject for election or 
re-election continue to be effective and 
demonstrate commitment to the role. 
The Role of the Board
The Board is responsible to shareholders for 
the overall strategy and direction of the Group. 
It has a schedule of matters reserved to it 
including, but not limited to;
 h Strategy and long-term objectives;
 h Financial statements and accounting policies 
and practices;
 h Capital structure; 
 h Internal controls and risk management;
 h Acquisitions and disposals;
 h Major capital expenditure; 
 h Legal and insurance issues;
 h Board structure and the appointment 
of advisers.
In some areas responsibility is delegated 
to Committees of the Board within clearly 
defined terms of reference. The terms of 
reference for the Board can be found at  
www.emis-online.com/investors. 
The Board undertakes a formal strategic 
review once a year. 
The Chairman is responsible for the leadership 
and effectiveness of the Board. The process for 
the appointment of new Directors is rigorous and 
transparent and further information is contained 
in the report of the Nomination Committee. On 
his appointment, Mike O’Leary met the Code 
requirements for independence. The Chairman 
is responsible for setting the Board agenda and 
ensuring adequate time is available for discussion 
of each item. The Chairman promotes open 
debate which allows constructive challenge 
where appropriate. The Chairman also ensured 
that a dialogue was maintained with major 
shareholders on governance matters.
There have been no changes to his other 
significant commitments during the year which 
have any impact on his ability to perform his 
duties for the Company. 
The roles of the Chairman and Chief Executive are 
separate and defined in writing. This provides a 
clear division of responsibilities between the running 
of the Board and the Executive responsibility of 
running the business. No Executive Director holds 
any Non-executive role in a FTSE 100 company 
nor the chairmanship of such a company.
Once the strategic and financial objectives of 
the Company have been set by the Board it is 
the role of the Chief Executive to ensure that, 
through the day-to-day management of the 
Group’ s business, they are achieved within defined 
authority limits. The Chief Executive was the 
main contact with the shareholders and major 
customers during the period under review. 
Comprehensive Board packs are provided 
which are distributed in sufficient time to enable 
their review and consideration in advance of the 
meeting. Management accounts are distributed 
on a monthly basis and the risk register is 
reviewed at each meeting. When appropriate, 
a key senior manager is invited to attend and 
present an update on their area of the business. 
Board meetings are also held at the operating 
companies. As a key part of their role the 
Non-executive Directors constructively challenge 
the Executive team and also play a key role in 
developing proposals on strategy. This allows 
the Board to develop a broad understanding 
of the business. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
26
Corporate governance continued
The Role of the Board continued
The Senior Non-executive Director is available for 
shareholders to consult and the Chairman and 
Senior Non-executive Director met without the 
Executives during the year. The Non-executive 
Directors meet without the Chairman as 
deemed appropriate on other occasions.
Additional information that demonstrates the skills, 
experience and knowledge of the Directors is 
shown in the biographies of the Directors on 
pages 22 and 23. 
The Directors have access to the advice and 
services of the Company Secretary, who is 
responsible for ensuring that Board procedures 
and applicable rules and regulations are complied 
with. The Directors all have access to the Group’s 
key advisers. There is a procedure for the Directors 
to take independent professional advice at the 
Company’ s expense, if required in the performance 
of their duties, and appropriate insurance cover 
is in place in respect of legal action against the 
Directors. The Company has adopted a share 
dealing code for Directors and senior employees.
The number of Board and Committee meetings 
attended by each of the Directors during the 
year are shown on page 27.
Board effectiveness
The Board has extensive operational experience 
and Chris Spencer, Sean Riddell and Mike O’Leary 
have detailed knowledge of the healthcare IT 
sector. The knowledge of the healthcare sector 
was further strengthened with the appointment 
of Andy McKeon on 4 February 2013.
An internal assessment of the performance of the 
Board and its individual Directors was conducted 
by the Chairman through individual meetings.
He considered Board membership, 
processes for setting the strategy of the 
Company, monitoring business performance, 
corporate governance and the effectiveness of 
the Executive Directors, Non-executive Directors 
and the Board’s Committees. The process also 
gave consideration to environmental, social and 
governance issues as appropriate. The training 
needs of all Directors were considered as part 
of this process.
During the first quarter of 2014 KPMG conducted 
an external evaluation of the Board. This considered 
Board leadership, decision making and Board 
relationships. The Board will consider the outputs 
and implement recommendations as appropriate. 
When considering Board membership, factors 
including the balance of skills, experience, 
knowledge of the Company and its diversity, 
including gender, were taken into account.
New Directors receive a comprehensive 
pack of information, attend a tailored induction 
programme and meet senior managers. 
All Directors are encouraged to attend 
other relevant training courses and events.
Board Committees
The Board has three formally established 
Committees, with clearly defined written terms 
which are reviewed annually by the Board. 
Membership is as shown in the table on page 
27. The terms of reference of the Committees 
are available on the Company’s website. The 
role and work of the Committees is outlined 
in the individual reports of the Committees 
set out on pages 28 to 31.
Audit Committee
Robin Taylor was Chairman of the Audit 
Committee for the period under review. 
The Committee is responsible for overseeing 
the external financial reporting obligations and 
associated announcements, considering risk 
management, internal controls procedures 
and the work of the external auditor. The 
Committee met three times during the year. 
Full details of the work of the Committee 
is set out in the Audit Committee report 
on pages 28 and 29.
Remuneration Committee
Robin T aylor was Chairman of the Remuneration 
Committee until 4 February 2014. On his 
appointment to the Board on 4 February 2013, 
Andy McKeon became Chairman of the 
Remuneration Committee. The Committee met 
twice during the year. The Committee is responsible 
for establishing a formal and transparent procedure 
for developing policy on Executive remuneration 
and for setting the remuneration of individual 
Directors. Full details of the work of the Committee, 
the Directors’ remuneration and remuneration 
policy are set out in the Directors’ remuneration 
report on pages 31 to 43.
Nomination Committee
The Nomination Committee is chaired by 
Mike O’Leary. The Committee is responsible 
for leading the Board appointments process 
and for considering the size, structure and 
composition of the Board and has met twice 
in the year. Full details of the work of the 
Committee are set out in the Nomination 
Committee report on page 30. 
Internal control and risk management
The Board is responsible for the Group’s 
system of internal controls, including reviewing 
the effectiveness of these controls and the 
processes in place for risk management. The 
processes and procedures in place are designed 
to manage rather than eliminate risk and can 
therefore only provide a reasonable and not 
an absolute assurance against material 
misstatements or losses. 
Executive Directors of each Group Company 
have a close involvement with all day-to-day 
operations and also meet with staff on a regular 
basis to identify and review business risks, the 
controls needed to minimise those risks and 
the effectiveness of controls in place. Business 
risks are monitored and updated on a regular 
basis. Further information on the system of risk 
management is in the Strategic Report on page 
12. Insurance is in place where appropriate.
Other key controls which contribute to the 
overall management of the Group include 
a formal schedule of matters reserved to the 
Board for decision and during the year under 
review a Group Operational Board headed 
up by the Chief Executive and Chief Financial 
Officer and comprising senior managers within 
the Group has met on a monthly basis. During 
the period under review, as well as reviewing 
the operational performance of the principal 
businesses of the Group’s activities, the Group 
Operational Board reviewed strategic issues, 
progress with integration and reviewed the 
risk register.
The Board conducts an annual strategic review 
at which the senior managers of the principal 
operating businesses present and current and 
future strategy is considered. The Board also 
approves all acquisition proposals and the 
Company has a process for the review of 
those proposals against strategic objectives 
and defined investment appraisal criteria 
before they are considered by the Board.  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
27
Each principal business in the Group has an 
appropriate finance function with high quality 
professionals that report into the operational 
head and through the Group Financial Controller 
into the Chief Financial Officer.
The Group has extensive quality assurance 
processes by virtue of its internal quality 
assurance department which audits all 
non-financial processes and procedures. 
There are clearly defined roles, responsibilities 
and limits on authority in place. There are 
clearly defined policies on segregation of duties. 
The Group has five current ISO registrations 
including ISO27001 – Information Security. 
During the year the Board, independently and 
through the Audit Committee, has reviewed and 
is satisfied with the adequacy of the Group’s 
internal financial controls. These include a 
comprehensive annual budgetary process 
which are reviewed through the management 
structure and which is considered and approved 
by the Board. The actual results are monitored 
against budget at each Board meeting and 
forecasts are revisited on a rolling basis. 
Financial policies and approval procedures are 
in place which cover a number of key areas such 
as credit control and expenditure authorisation. 
A comprehensive monthly financial reporting 
system is in place which covers, amongst other 
things, operating results, cash flow, assets and 
liabilities and comparisons against budgets. These 
are reviewed regularly and, where appropriate, 
amended financial policies and approval 
procedures are put in place. 
The Board also receives regular updates on 
property, pension, insurance, litigation, human 
resources, corporate social responsibility 
and health and safety matters.
Through all the processes above areas for 
enhancement are identified and action plans to 
ensure delivery are put in place. Delivery to plan 
is then monitored by the Board, the management 
and the Audit Committee. 
There is currently no internal audit function as to 
date this has not been considered necessary at this 
stage of the Company’ s development. The Group 
has extensive quality assurance processes and 
other functions within the Company that provide 
assurance and advice covering specialist areas. 
This is reviewed on an annual basis against the 
current factors relevant to the Company’ s activities, 
markets or other areas of the external environment 
that may, or may be expected to increase, the 
risks faced by the Company. 
Investor relations
An extensive programme of meetings with 
analysts and institutional shareholders are 
held following the interim and preliminary results 
announcements. There is regular dialogue with 
individual institutional shareholders throughout 
the year to discuss strategy, performance and 
governance and to obtain feedback. These are 
usually attended by the Chief Executive and 
Chief Financial Officers. 
Feedback from these meetings and regular 
market updates prepared by the Company’s 
broker are presented to the Board to ensure 
they have an understanding of shareholders’ 
views. The Chairman and the Senior Non-executive 
Director are available to shareholders to discuss 
strategy and governance issues and any views 
are communicated to the Board as a whole.
In accordance with AIM Rule 26, there is an 
investors section on the Company’s website, 
www.emis-online.com/investors, which is 
kept up to date.
Annual General Meeting (AGM)
At the AGM, separate resolutions will 
be proposed for each substantially different 
issue. Proxy votes are disclosed by means of an 
announcement on the London Stock Exchange 
and via the Group’s website. All Directors are 
available to answer questions at the AGM. The 
annual report, financial statements and related 
papers are placed on the Group’s website 
and posted to shareholders where they 
have requested a paper copy.
Fig 1 Board and Committee meetings
Full Audit Nomination Remuneration
Board Committee Committee Committee
Number of meetings in period 12 3 2 2
Attendance:
Executive Directors
Chris Spencer 10/11 — — —
Peter Southby 12/12 — — —
Sean Riddell 10/12 — — —
Dr David Stables 7/9 — — —
Non-executive Directors 
Mike O’Leary 12/12 3 2 2
Robin Taylor 12/12 3 2 2
Andrew McKeon (appointed 4 February 2013) 11/11 3 2 2 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
28
Report of the Audit Committee
The Role of the Audit Committee
The role of the Audit Committee is to monitor the 
integrity of the financial statements, to review the 
Company’s internal control and risk management 
systems and to review the effectiveness of any 
internal audit function.
In addition the Audit Committee makes 
recommendations in relation to the appointment 
and reviews the independence and objectivity 
of the external auditor; develops the policy 
on the provision of non-audit services and 
reports to the Board on how it discharges 
its responsibilities. The terms of reference 
are on the Company’s website. 
Members
The Audit Committee is chaired by Robin Taylor. 
Robin is a member of the Institute of Chartered 
Accountants of Scotland and was Chief Financial 
Officer of several main market listed companies. 
He is therefore considered by the Board to have 
relevant financial experience. Robin’s biography 
is included on page 23.
Other members of the Committee are 
Andy McKeon and the Chairman, Mike O’Leary, 
who was considered independent on his 
appointment as Chairman. The Chief Executive 
Officer, Chief Financial Officer and senior 
representatives of the external auditor attend 
by invitation to ensure that all relevant 
information is available to the Committee. 
Frequency of meetings
There have been three meetings during the 
year which are scheduled around the timetable 
for issue of the interim and full year financial 
statements. The Audit Committee meets in 
March and September to review the work and 
findings of the external auditor and to consider 
the financial statements before publication. 
It also meets prior to the year end to consider 
audit strategy. The Audit Committee reports 
to the Board on a regular basis. The Audit 
Committee meets with the external auditor, 
without management, to discuss matters 
relating to its remit and any issues relating 
to the audit. The Chair of the Audit Committee 
also meets with the external auditor and with 
the Chief Financial Officer regularly outside the 
formal meetings to ensure that any areas for 
discussion are dealt with on a timely basis. 
Review of activity
In discharging its responsibilities as outlined in 
the terms of reference the Committee’s activities 
have principally been focused in the areas 
outlined below.
Risk management and internal control
 h Reviewed the Group risk assessment 
process and concluded that it is appropriate 
and operating effectively. The Committee 
considered that the primary business risks 
are being captured and reported to the Board 
and that the risk disclosures in the financial 
statements are appropriate;
 h Reviewed the scope and the audit plan 
for the year-end audits;
 h Considered the effectiveness of internal 
controls and risk management systems. The 
Committee noted that the control environment 
is continuing to develop, as set out in the 
Corporate Governance Report, with internal 
reporting and financial management in 
particular having improved during the year. 
While it recognised that the Group’ s internal 
IT systems needed to keep pace with the 
growth in the business, this is understood to 
be a priority for management in the coming 
year and had not materially weakened 
the system of internal control;
 h Reviewed the effectiveness of the current 
compliance with the Bribery Act. There were 
no areas of non-compliance reported to the 
Committee during the year and the Committee 
was satisfied with current procedures, including 
the training on the Bribery Act given to all 
employees as part of the induction process. 
Compliance with the induction training is 
monitored by the Committee;
 h Reviewed the effectiveness of the current 
procedures for the prevention of fraud. There 
were no reported incidents of fraud during the 
year. The Committee reviewed the measures 
in place for the prevention and detection of 
fraud including extensive internal quality 
assurance processes and the system 
of internal financial controls as set out 
in the Corporate Governance Report; 
 h Reviewed the whistleblowing policy to 
ensure arrangements are in place for the 
proportionate and independent investigation 
of such matters. The Committee reviewed 
compliance activity in relation to this policy;
Membership
 h Robin Taylor (Chairman)
 h Andy McKeon
 h Mike O’Leary STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
29
 h Considered the need for an internal audit 
function and concluded that it was not 
necessary at this stage of the Company’s 
development for the period under review. 
However, it proposed that an internal audit 
function should be established during the 
coming year to reflect the increasing 
complexity and growth of the Group.
External audit and appointment of 
external auditor
 h In line with the revised Code’ s recommendations 
on audit tendering, the external audit contract 
was put out to tender in 2013. The Audit 
Committee oversaw the process and ensured 
all tendering firms had access to all necessary 
information and individuals during the tendering 
process. Five firms made tender submissions 
and four were subsequently invited to present 
to the Chair of the Audit Committee, the Chief 
Financial Officer and Group financial controller. 
Baker Tilly UK Audit LLP , the Group’ s previous 
external auditor, did not make a tender 
submission. KPMG LLP were selected 
and appointed on 3 July 2013. Following 
appointment they conducted an assessment 
of the inherent risks impacting the financial 
report and their findings were presented 
to the Committee in the proposed audit 
strategy for the year ending 2013. 
 h Reviewed the formal engagement terms, 
performance, objectivity and independence 
of the auditor, including the extent of non-audit 
work undertaken. The Committee received a 
formal letter of independence from the external 
auditor. The Committee considers any material 
non-audit related work carried out by KPMG, 
the Group’ s external auditor, and mandates the 
engagement of other external advisers where 
it considers that a conflict may be perceived 
to arise. During the year non-audit services 
obtained from the external auditor included 
a significant due diligence assignment in 
connection with the Ascribe acquisition. In 
selecting an external adviser for this work, 
the Audit Committee considered that, of the 
options available, KPMG’ s due diligence team 
had the best experience for this assignment 
and that the integrity of the audit would not 
be compromised. The auditor’ s remuneration 
for audit and other services is set out in note 7 
to the financial statements.
Externally published information
 h Review of the full year 2012 and 2013 
results including the annual report and 
accounts, preliminary results statement 
and the report from the external auditor;
 h Review of the 2013 interim results statement;
 h Consideration of the appropriateness of 
accounting policies and the critical accounting 
estimates and judgements. To do this the 
Committee considered information provided 
by the Chief Financial Officer and reports from 
the external auditor setting out their views on 
the accounting treatments and judgements 
in the financial statements; 
 h Undertaken a review of the going concern 
assumption when considering the issue of 
preliminary and interim statements, including 
considering internal financial projections, 
sensitivities and reports from the 
external auditor.
Effectiveness review
 h Conducted a review of the effectiveness 
of the Committee;
 h Assessed the effectiveness of the external 
audit process, by reviewing amongst other 
things, whether the auditor has met the 
agreed audit plan and considering the 
robustness and perceptiveness of the 
auditor in its handling of key accounting 
and audit judgements identified. 
2013 financial statements
In finalising the 2013 financial statements, 
the significant judgements considered by the 
Committee and discussed with the external 
auditor were as follows:
Acquisition accounting
The Committee reviewed the key assumptions 
made in accounting for the acquisitions completed 
during the year. This included a review of:
 h the methodology for valuing and determining 
useful lives for the intangible assets identified, 
which was facilitated by the report of an 
external expert;
 h accounting policy alignments, fair 
value determination and the treatment of 
consideration, in particular of contingent 
consideration, where the Committee 
concluded that the treatment was 
consistent with its knowledge of 
expected business performance;
 h disclosure of the acquisitions in the 
financial statements.
The Committee discussed the outcomes 
with the external auditor and concluded that 
the acquisition accounting was appropriate.
Revenue recognition
The Audit Committee considered the Group’s 
revenue recognition policies in the context of the 
added complexity following the acquisitions in 
the second half of the year. It concluded that the 
Group’s existing approach remained appropriate 
and that this was adequately explained in an 
updated and expanded revenue recognition 
accounting policy note, consistent with the 
requirements of IAS18. The external auditor 
performed substantive analytical testing 
in this area and reported their findings 
to the Committee.
Development costs
The process to capture capitalised development 
costs was reviewed. It was noted that while 
the current approach was considered to be 
adequate, it was anticipated that internal IT system 
enhancements would facilitate an improvement 
in internal reporting in this area during the coming 
year. Balances carried forward in respect of 
development costs were considered for possible 
impairment and the Committee concluded that 
the carrying values and amortisation periods 
were appropriate. The accounting policy for 
development costs was updated to take 
account of the acquisitions during the year.
Significant contract renegotiation and 
going concern
The Committee considered the going concern 
assumption in the context of a significant contract 
renegotiation taking place at the time of the 
completion of the year end accounts (GPSoC-R). 
Given the status of the negotiations and the 
Group’s financial position and projections, the 
Committee considered that it was appropriate 
to continue to apply the going concern basis.
External audit appointment and 
re-appointment of Auditor
The Committee has recommended to the Board 
that a resolution to appoint KPMG LLP as external 
auditor be put to the shareholders at the AGM.  EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
30
Report of the Nomination Committee
Membership
The Nomination Committee is chaired by Mike 
O’Leary. The Committee is responsible for leading 
the Board appointment process and for considering 
the size, structure and composition of the Board.
The Committee has formally met twice during the 
year. The Committee has terms of reference which 
are regularly reviewed and are published on the 
Group’ s website. 
Review of activity during the year
 h The Committee oversaw the appointment 
of the Chief Executive Officer following 
the decision of Sean Riddell to retire from 
his Executive role in February 2013. This 
included the appointment of Chris Spencer 
as interim and then permanent Chief Executive 
Officer and Sean Riddell as a Non-executive 
Director to ensure a smooth transition and 
the retention of sector knowledge. The 
appointment of the Chief Executive Officer 
was externally facilitated by Korn Ferry. 
 h The Committee also oversaw the appointment 
of Andy McKeon as a Non-executive Director 
which was externally facilitated by 
Odgers Berndtson. 
In both cases advisers were chosen 
by a competitive process giving regard to 
their understanding of the market in which 
we operate and the requirements of the 
role. The candidates were selected against 
objective criteria and following consideration 
of the capabilities and existing skills balance 
of the Board. Long-lists of candidates were 
prepared which gave due consideration to 
diversity including gender. The appointments 
were made following interviews by the external 
facilitators, then the Committee and obtaining 
external references. Shortlisted candidates were 
then finally interviewed by the remainder of the 
Board. The Board will always seek to appoint 
on merit and following consideration of the 
balance of skills, knowledge and experience 
appropriate for the business. 
The Committee considered the proposed:
 h re-election of David Stables and Sean Riddell 
as Directors at the AGM on 30 April 2013 
in compliance with the Code and, after 
due consideration, recommended their 
re-appointment to the Board;
 h election of Chris Spencer, Andy McKeon 
and Peter Southby as Directors at the 
AGM on 30 April 2013 in compliance with 
the Code and, after due consideration, 
recommended their appointment to 
the Board.
 h re-appointment of Robin Taylor as Senior 
Non-executive Director with effect from 
1 March 2014 and , after due consideration, 
recommended his re-appointment to the Board.
 h re-appointment of Mike O’Leary as 
Non-executive Chairman with effect from 
17 March 2014 and, after due consideration, 
recommended his re-appointment to the Board. 
 h re-election of all of the members of the 
Board at the AGM on the 30 April 2014 
in line with the articles of association and, 
after due consideration, recommended 
their re-appointment to the Board.
  In all cases the Directors who were subject to 
election or re-election were not present and 
did not vote when proposals regarding their 
own position were discussed. The Committee 
gave due regard to the performance of the 
individuals and their ability to continue to 
contribute to the Board going forward. 
  Non-executive Directors are appointed by a 
letter of engagement and details of their terms 
and those of the Executive Directors are given 
on page 37.
 h The Committee considered succession 
planning for the Board and senior managers 
within the Group. This was also considered 
by the full board. 
Membership
 h Mike O’Leary (Chairman)
 h Andy McKeon
 h Robin Taylor STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
31
Membership
 h Andy McKeon (Chairman)
 h Robin Taylor
 h Mike O’Leary
Remuneration report
This report summarises the work of the 
Remuneration Committee during the year.
As the Company is quoted on AIM, it is not 
required to comply with the UK Listing Authority 
Rules or the UK Corporate Governance Code, 
however, the Committee intends to adopt a 
number of the key reporting requirements and 
the main area of focus for the Committee during 
the period under review has been the development 
of a comprehensive remuneration policy. 
As stated in the Chief Executive’s statement 
EMIS Group had an exceptionally productive 
year, with the accelerated roll-out of EMIS Web for 
GPs, the acquisitions and integration of Multepos, 
Digital Healthcare and Ascribe, strong organic 
revenue growth and a high level of profitability 
maintained. In addition there were a number 
of key management changes. 
Against this background the Committee has; 
 h Reviewed the remuneration packages 
(including pension) of the Executive Directors 
with the aim of recognising best practice; 
aligning with shareholder objectives and 
encouraging behaviours to maintain the 
long term success of the business. The 
Committee retained Kepler Associates as 
independent remuneration consultants to 
advise on appropriate Executive remuneration 
packages for the size and complexity of the 
Group. The current level of Executive Director 
shareholding in the Company was also 
considered. Major shareholders were 
consulted throughout the process. 
 h Reviewed reward structures across the 
rest of the Group and restructured where 
appropriate to ensure alignment across 
the wider Group.
 h Reviewed and approved all awards made under 
the Company Share Option Plan (CSOP), the 
Unapproved Share Option Scheme (USOS) 
and the Long-term Incentive Plan (LTIP). The 
Committee also approved the performance 
measures set for the USOS and the LTIP . 
Major shareholders were consulted 
where appropriate.
 h Reviewed and approved all bonus payments 
made to the Executive management and to 
the wider senior management group. 
The Committee has clearly defined terms 
of reference which are reviewed annually by 
the Board. These are available on the website 
at www.emis-online.com/investors. 
The Remuneration report will be presented at 
the Annual General Meeting on 30 April 2014 
by way of an advisory vote.
Directors’ Remuneration Policy
The remuneration policy aims to ensure 
that members of the Board and Executive 
management are provided with appropriate 
incentives to encourage enhanced performance 
and are, in a fair and responsible manner, 
rewarded for their contribution to the success 
of the Group. The policy outlined on pages 
32 to 38 will apply from 30 April 2014.
Report of the Remuneration Committee EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
32
Policy Table
The Policy table below summarises the key components of remuneration for Executive Directors: 
  Element Operation Opportunity Performance metrics
Base salary
To recognise the individual’s 
skills and experience and provide a 
competitive base reward to attract 
and retain Executive Directors. 
Base salaries are reviewed annually, 
taking into account the individual’ s 
performance, responsibility, skills and 
experience; Group performance and 
market conditions; salary levels for 
similar roles at relevant comparators 
(including companies of a similar 
size and sector); pay levels and 
salary increases across wider 
employee population.
Any changes take effect from 
1 January.
Any increase will typically be 
in line with those awarded to the 
wider employee population. The 
Committee has discretion to award 
higher increases in circumstances 
that it considers appropriate, such 
as a material change in complexity 
of the business or responsibility of 
the role. Details of salary changes 
will be disclosed in the Annual 
Report for the relevant year.
None
Pension
To provide a market competitive 
retirement benefit.
The Company makes contributions 
to the private pension schemes of 
the Executive Directors.
Executive Directors receive a 
contribution of up to 15% of salary.
None
Share Incentive Plan (SIP)
Open to all UK tax resident 
employees of participating Group 
companies with at least one year’s 
service. Executive Directors are 
eligible to participate.
The plan is an HMRC approved 
plan that allows an employee to 
purchase shares using gross pay.  
If an employee agrees to purchase 
shares, the Company matches 
purchased shares with an award  
of matching shares which are 
subject to continued employment 
for 3 years. Dividends accrue 
on purchased shares and  
matching shares.
Participants can purchase shares up 
to the prevailing HMRC approved limit 
at the time employees are invited to 
participate (up to £1,500 in 2013).
The Company currently offers to 
match purchases made through 
the plan at the rate of 1 free 
matching share for every 3 
shares purchased.
None
Directors’ remuneration report
Directors’ Remuneration Policy continued STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
33
  Element Operation Opportunity Performance metrics
Benefits
To provide market competitive 
benefits.
Benefits may include, but are not 
limited to, a car or car allowance, 
life insurance, medical cover and 
income protection. 
In certain circumstances, the 
Committee may also approve the 
provision of additional allowances 
relating to the relocation of an 
Executive Director and other 
expatriate benefits to perform 
his or her role.
Benefits vary by role and 
individual circumstances 
and are reviewed periodically. 
Benefits in respect of the year 
under review are disclosed in the 
Annual Report. It is not anticipated 
that the cost of benefits will exceed 
this level in the financial years over 
which this policy will apply.
The Committee retains the 
discretion to approve a higher 
cost in exceptional circumstances 
(e.g. relocation) or in circumstances 
where factors outside the Company’ s 
control have changed materially (e.g. 
increases in insurance premiums).
None
Annual bonus
Performance measures, targets 
and weightings are set by the 
Committee at the start of the year. 
At the end of each year, the 
Committee determines the extent to 
which targets have been achieved.
Bonus payments are delivered 
entirely in cash and are not 
subject to claw back. 
For Executive Directors, the 
maximum annual bonus opportunity 
is 100% of base salary. 
For threshold performance, 
no bonus is payable. For target 
performance, the bonus pays 
out at 50% of maximum.
Performance is assessed on an 
annual basis, using a combination 
of the Group’ s main KPIs for the 
year. Measures may include 
financial and non-financial metrics 
as well as the achievement 
of personal objectives. The 
performance measure currently 
applied is Group adjusted profit, 
however the Committee has 
the discretion to adjust the 
performance measures and 
weightings to ensure that they 
continue to be linked to the 
delivery of Company strategy.
The range of performance 
required under each measure is 
calibrated with reference to the 
Group’s internal budgets. Any 
individual element is based on 
the strength of the Executive’s 
personal performance over the 
course of the year.
The Committee has the discretion 
to adjust the formulaic bonus 
outcomes both upwards (within 
the plan limits) and downwards, to 
ensure that payments accurately 
reflect business performance over 
the performance period, e.g. in the 
event of unforeseen circumstances 
outside of management control.
Policy table continued EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
34
 Element Operation Opportunity Performance metrics
Long Term Incentive Plan (LTIP)
To drive sustained long-term 
business performance, aid 
retention and align the interests 
of Executive Directors with 
shareholders.
Awards of shares or nil cost 
options vest subject to the 
achievement of pre-defined 
performance conditions over 
a 3-year period. 
At the start of each performance 
period, the Committee reviews 
award levels and performance 
conditions to ensure they remain 
appropriate and sets performance 
targets which it considers to be 
appropriately stretching. 
Dividend payments do not accrue.
LTIP awards are subject to 
claw back.
The LTIP will be delivered through 
the Company’s existing USOS and 
CSOP arrangements. The CSOP 
is subject to HMRC approval 
and limits.
The LTIP provides for annual 
awards of performance shares 
of up to 100% of salary.
Threshold performance will result 
in 25% of maximum vesting, rising 
on a straight line to full vesting for 
maximum levels of performance.
Awards vest subject to 
continued employment 
and Company performance. 
The performance measure 
is currently growth in EPS, 
however the Committee has 
the discretion to adjust the 
performance measures and 
weightings to ensure that they 
continue to be linked to the 
delivery of Company strategy.
Awards under the LTIP have a 
performance period of at least 
3 years and a minimum vesting 
period of 3 years. 
As under the annual 
bonus, the Committee has 
the discretion to adjust the 
formulaic LTIP outcomes to 
ensure that payments accurately 
reflect business performance 
over the performance period, 
e.g. in the event of unforeseen 
circumstances outside of 
management control.
Notes to the policy table
Performance measurement selection
The aim of the annual bonus plan is to reward 
key Executives over and above base salary for 
the achievement of business objectives. The 
bonus criteria are selected annually to reflect 
the Group’s main KPIs for the year and are 
designed to encourage continuous performance 
improvement for the Group. Group financial 
performance targets relating to the annual 
bonus plan are set from the Company’s annual 
budget, which is reviewed and signed off by 
the Company’s Board prior to the start of each 
financial year. Adjusted profit is currently used 
as a key performance indicator for the annual 
bonus plan because it is a clear measure of the 
underlying financial performance of the Group. 
LTIP awards currently vest based on EPS growth 
over 3 years. EPS has been selected as it is a 
key measure of long-term performance for the 
Group and is closely aligned with the Group’s 
strategic plans and with the profit attributable 
to shareholders. For the LTIP , performance 
measures and targets are reviewed by the 
Committee ahead of each grant and must 
be considered by the Committee to be 
challenging but achievable. 
Targets applying to the bonus and LTIP are 
reviewed regularly, based on a number of internal 
and external reference points. Performance targets 
are set to be stretching but achievable, with regard 
to the particular strategic priorities and economic 
environment in a given year.
Remuneration policy for other employees
The approach to annual salary reviews is consistent 
across the Group, with consideration given to 
individual performance, skills, experience and 
responsibility, Group performance and market 
conditions and salary levels for similar roles in 
relevant comparators. Opportunities and specific 
performance conditions vary by organisational level 
with business area-specific metrics incorporated 
where appropriate. A senior management group 
of approximately 25 individuals are eligible to 
participate in the LTIP . Performance conditions 
are consistent for all participants, while award 
sizes vary by organisational level. Specific cash 
incentives are also in place to motivate, reward 
and retain staff below Board level. All UK-based 
employees are eligible to participate in the 
Company’s SIP scheme on the same terms.
Directors’ remuneration report continued
Directors’ Remuneration Policy continued
Policy table continued STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
35
Notes to the policy table continued
Shareholding guidelines
The Committee continues to recognise the 
importance of Executive Directors aligning their 
interests with shareholders through building 
up a significant shareholding in the Company. 
Shareholding guidelines are in place that require 
Executive Directors to acquire a holding, equivalent 
to 300% of base salary for the Chief Executive 
Officer and 100% of salary for the Chief 
Financial Officer. A Director would only be 
able to dispose of shares if it did not take the 
holding below the relevant minimum retention 
value or if the disposal was to meet a tax liability 
created by the vesting of a share award. 
Shares granted under the LTIP must be held for 
two years from their vesting date, subject to any 
sale to meet a tax liability. Shares held during 
the retention period are also subject to a claw 
back provision.
Remuneration Policy for the Chairman 
and Non-executive Directors
The Board determines the remuneration 
policy and level of fees for the Non-executive 
Directors, within the limits set out in the Articles 
of Association. The Remuneration Committee 
recommends the remuneration policy and level 
of fees for the Chairman of the Board. 
The Policy Table below summarises the key 
components of remuneration for the Chairman 
and Non-executive Directors. 
 Purpose and link to strategy Operation Opportunity Performance metrics
Fees
To reflect market competitive rates 
for the role, as well as individual 
performance and contribution.
Chairman and Non-executive 
Directors receive a basic fee for 
their respective roles. Additional 
fees are paid to Non-executive 
Directors for additional services 
such as chairing a Board 
Committee, etc. 
Fees are reviewed annually with 
reference to information provided 
by remuneration surveys, the 
extent of the duties performed, 
time commitment, and the size 
and complexity of the Company. 
Fee levels are benchmarked 
against sector comparators and 
FTSE-listed companies of similar 
size and complexity.
Fee increases are applied 
in line with the outcome of the 
annual review. Fees for the year 
commencing 1 January 2014 
are set out in the Annual Report 
on Remuneration.
There is no prescribed maximum 
fee. It is expected that increases 
to Non-executive Director fee 
levels will be in line with salaried 
employees over the life of the 
policy. However, in the event that 
there is a material misalignment 
with the market or a change in 
the complexity, responsibility or 
time commitment required to 
fulfil a Non-executive Director 
role, the Board has discretion 
to make an appropriate 
adjustment to the fee level.
None
Pay scenario charts
The graphs below provide estimates of the potential future reward opportunity for each of the two current Executive Directors, and the potential 
split between different elements of remuneration under three different scenarios; “Minimum”, “Target” and “Maximum” performance.
Chief Executive Officer – Chris Spencer
0 £000s 100 200 300 400 500 600 700
Maximum £660k
£510k
£360k
On-target
Minimum
Chief Financial Officer – Peter Southby
0 100 200 300 400 500 600 700
Maximum
On-target
Minimum
£444k
£344k
£244k
£000s
— Basic salary and benefits
— Bonus EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
36
Directors’ remuneration report continued
Directors’ Remuneration Policy continued
Remuneration Policy for the Chairman and Non-executive Directors continued
Assumptions underlying each element of pay are provided in the table below. Potential reward opportunities illustrated above are based on the remuneration 
policy, applied to the base salary as at 1 January 2014. It should be noted that LTIP awards granted in a year normally vest on the third anniversary of the 
date of grant, and the projected value of LTIP amounts excludes the impact of share price movement over the vesting period. No share scheme awards 
are expected to vest for either Director during 2014. Actual pay delivered, however, will be influenced by these factors.
Component ‘Minimum’ ‘On-target’ ‘Maximum’
Fixed
Base Salary Latest known salary
Pension Contribution rate applied to latest known salary
Other benefits Benefits as provided in the single figure table on page 39
Annual bonus No bonus payable 50% 100%
USOS No LTIP vesting 25% 100%
 
Approach to recruitment remuneration
In the cases of hiring or appointing a new Executive Director, the Committee may make use of any or all of the existing components of remuneration, 
as follows:
 Component Approach Maximum value
Base salary The base salaries of new appointees will be determined by reference to the individual’s role and 
responsibilities, experience and skills, relevant market data, internal relativities and their current basic 
salary. Where new appointees have initial basic salaries set below market, any shortfall may be 
managed with phased increases over a period of years subject to their development in the role
Not applicable.
Pension New appointees will be eligible to receive a pension contribution in line with existing policy
SIP New appointees will be eligible to participate in the Company’s HMRC-approved all-employee 
share scheme, in line with the Policy
Benefits New appointees will be eligible to receive benefits in line with the Policy
Annual bonus The annual bonus described in the Policy Table will apply to new appointees with the relevant 
maximum being pro-rated to reflect the proportion of employment over the year. Targets for 
the individual element will be tailored to the Executive
Up to 100% 
of salary p.a.
LTIP New appointees will be eligible for awards under the LTIP which will normally be on the same 
terms as other Executive Directors, as described in the Policy Table
In determining appropriate remuneration 
for a new Executive Director, the Committee 
will take into consideration all relevant factors 
(including quantum, nature of remuneration 
and the jurisdiction from which the candidate 
was recruited) to ensure that the pay arrangements 
are in the best interests of the Group and 
its shareholders. 
In addition to the above elements of remuneration, 
the Committee may consider it appropriate to grant 
an award under a different structure in order to 
facilitate the recruitment of an individual, to replace 
incentive arrangements forfeited on leaving a 
previous employer. Such ‘buyout awards’ would 
have a fair value no higher than that of the awards 
forfeited. In doing so, the Committee will consider 
relevant factors including any performance 
conditions attached to these awards, the 
likelihood of those conditions being met and 
the proportion of the vesting period remaining. 
In cases of appointing a new Executive Director 
by way of internal promotion, the Remuneration 
Committee will be consistent with the Policy for 
external appointees detailed above. Where an 
individual has contractual commitments made 
prior to their promotion to Executive Director 
level, the Company will continue to honour 
these arrangements. 
In the case of hiring or appointing a new 
Non-executive Director, the Committee 
will follow the Policy as set out in the 
table on page 36 onwards. A base fee in 
line with the prevailing fee schedule would be 
payable for Board membership, with additional 
fees payable for additional services, such as 
chairing a Board Committee.
External appointments
It is the Board’s policy to allow Executive 
Directors to take up one Non-executive position 
on the boards of other companies, subject to 
the prior approval of the Board. Any fee earned 
in relation to outside appointments is retained 
by the Executive Director. No such positions 
were taken and so no such fees were paid 
during the financial year. Executive Directors’ 
contracts are available to view at the 
Company’s Registered Office. STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
37
Service contracts 
The Executive Directors are employed under contracts of employment with the Group. The principal terms of the Executive Directors’ service contracts 
are as follows:
Executive Director Position Effective date of contract
Notice period
From Company From Director
Chris Spencer Chief Executive Officer 3 July 2013 12 months 12 months
Peter Southby Chief Financial Officer 1 October 2012 12 months 12 months
Non-executive Directors
Letters of appointment are provided to the Chairman and Non-executive Directors. Non-executive Directors have letters of appointment effective 
for a period of three years and are subject to annual re-election at the AGM. Non-executive Directors’ letters of appointment are available to view 
at the Company’s Registered Office. 
Directors’ letters of appointment and the unexpired period of their appointments (where appropriate after extension by re-election) are set out below:
Non-executive Director
Date of first
appointment
Unexpired term 
as at 
31 March 2014
Date of last
Appointment
Last
reappointment 
at AGM Notice Period
Mike O’Leary 17 March 2011 2 years 11 months 17 March 2014
24 May 2011
Six months
Sean Riddell 21 March 2013 — 21 March 2013
30 April 2013
Three months
Robin Taylor 1 March 2010 2 years 11 months 1 March 2014
24 April 2012
Six months
Andy McKeon 1 February 2013 1 year 10 months 1 February 2013
30 April 2013
Six months
Exit payment policy
The Company’s Policy is to limit any payment made to a departing Director to contractual arrangements and to honour any pre-established 
commitments. As part of this process, the Committee will take into consideration the Executive Director’s duty to mitigate their loss.
The table below summarises how the awards under the bonus and LTIP are typically treated in different leaver scenarios and a change of control. 
Whilst the Committee retains overall discretion on determining ‘good leaver’ status, it typically defines a ‘good leaver’ in circumstances such as 
retirement with the consent of the Company, ill health, disability, death, redundancy, or any other reason as the Committee decides. Final treatment 
is subject to the Committee’s discretion.  EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
38
Exit payment policy continued 
 Reason for leaving Timing of vesting Treatment of awards
Annual bonus
‘Good leaver’. Paid at the same time as 
continuing employees.
Eligible for an award to the extent that performance targets are 
satisfied and the award is pro-rated for the proportion of the financial 
year served.
‘Bad leaver’. No annual bonus payable. Not applicable.
Change of control. Paid immediately on the effective 
date of change of control.
Eligible for an award to the extent that performance targets are satisfied 
up to the change of control and the award is pro-rated for the proportion 
of the financial year served to the effective date of change of control.
LTIP
‘Good leaver’. Continue until the normal vesting 
date or vest immediately at the 
discretion of the Committee. In the 
event of death of a participant, the 
award would vest immediately.
Outstanding awards vest to the extent the performance conditions 
are satisfied and the awards are pro-rated to reflect the length of the 
vesting period served unless the Board decides otherwise. In the event 
of the death of a participant during the performance period, the award 
would vest in full.
‘Bad leaver’. Outstanding awards are forfeited. Not applicable.
Change of control. Vest immediately on the effective 
date of change of control.
Outstanding awards vest subject to the satisfaction of performance 
conditions as at the effective date of change of control, and the award is 
pro-rated for the proportion of the vesting period served to the effective 
date of change of control unless the Board decides otherwise.
Consideration of conditions 
elsewhere in the Company
In making remuneration decisions, the Committee 
also considers the pay and employment conditions 
elsewhere in the Company. In particular, the 
Committee considers the range of base pay 
increases across the Company as a factor in 
determining the base salary increases for Executive 
Directors. Further, the Committee regularly reviews 
information with regard to bonus payments and 
share awards made to senior management. 
In particular, the Committee reviews the 
remuneration structure and pay proposals, 
and approves the structure and targets for 
their bonus plans. It also oversees any major 
changes in employee benefit structures. 
The Committee does not specifically consult 
with employees over the effectiveness and 
appropriateness of the remuneration Policy 
and framework, although as members of the 
Board the Committee receives updates from 
the Executive Directors on their discussions 
and consultations with employees.
Consideration of shareholder views
The Committee is sensitive to the views of 
shareholders and engages regularly with its 
investors following results announcements. 
The Committee welcomes shareholder feedback 
on any issue related to Directors’ remuneration, 
including feedback received from the AGM, 
and regularly reviews Directors’ remuneration 
to take into account any feedback it receives. 
Directors’ remuneration report continued
Directors’ Remuneration Policy continued STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
39
The following section provides details of how the Group’s remuneration policy was implemented during the financial year ending 31 December 2013.
Remuneration Committee membership in 2013
The Committee met twice formally during the year under review. Attendance by individual Committee members at meetings is detailed below.
Member Number of 
Committee member throughout 2013 meetings attended
Andy McKeon Appointed 4 February 2013 2
Robin Taylor Yes 2
Mike O’Leary Yes 2
During the year, the Committee sought 
internal support from the Chief Executive 
Officer and Chief Financial Officer who attended 
Committee meetings by invitation from the 
Chairman, to advise on specific questions raised 
by the Committee and on matters relating to the 
performance and remuneration of senior managers. 
The Chief Executive Officer and Chief Financial 
Officer were not present for any discussions that 
related directly to their own remuneration. The 
Company Secretary attended each meeting 
as Secretary to the Committee.
Independent Advice
In undertaking its responsibilities, the Committee 
seeks independent external advice as necessary. 
T o this end, for the year under review, the 
Committee continued to retain the services 
of Kepler Associates as the principal external 
advisers to the Committee. The Committee 
evaluates the support provided by its advisers on a 
regular basis and has satisfied itself that the Kepler 
team provides independent remuneration advice to 
the Committee and does not have any connections 
with the Group that may impair its independence. 
Kepler Associates is a founding member and 
signatory of the Code of Conduct for Remuneration 
Consultants, details of which can be found at 
www.remunerationconsultantsgroup.com. During 
the year, Kepler Associates provided independent 
advice on a wide range of remuneration matters 
including current market practice, benchmarking 
of Executive pay and incentive design and provides 
no other services to the Company. 
Summary of shareholder voting 
at the 2013 AGM
There was no vote on the remuneration report 
at the AGM in 2013. The results of the advisory 
vote on the remuneration report at the 2014 
AGM will be published on the website after 
the meeting and reported in the relevant 
Annual Report on Remuneration.
Single total figure of remuneration 
for Executive Directors
The table below sets out a single figure for the 
total remuneration received by each Executive 
Director for the year ended 31 December 2013 
and the prior year:
Chris Spencer Peter Southby Sean Riddell Phillip Woodrow David Stables
(£000)
1
 (£000)
1
 (£000)
1
 (£000)
1
(£000)
1
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
Base salary 274 — 175 44 42 179 — 112 65 157
Taxable benefits
2
14 — 13 3 — 9 — — 22 27
Pension
3
17 — 21 4 4 18 — 78 7 19
Annual bonus
4
— — 63 15 — — — — — —
Share schemes
5
1 — — — — — — — — —
Other
6
— — — — 162 — — — — —
Total 306 — 272 66 208 206 — 190 94 203
1.  Chris Spencer became the permanent Chief Executive Officer on 3 July 2013, having been appointed as Joint Chief Executive Officer on 3 February 2013 and becoming 
interim Chief Executive Officer on 21 March 2013 on which date Sean Riddell stepped down from his Executive role to become a Non-executive Director. Peter Southby 
was appointed as Chief Financial Officer with effect from 1 October 2012, replacing Phillip Woodrow who resigned from the Board on 11 January 2013 having remained 
on the Board as an Executive Director for a handover period. David Stables retired on 30 September 2013.
2.  Taxable benefits consist primarily of company car or car allowance and life insurance. Chris Spencer and Peter Southby are each entitled to a car allowance of £15,000 p.a.
3.  Pension: During the year, the Executive Directors received differing individual employer contributions. For 2014 this has been standardised at 15% of base salary. 
4.  Annual bonus: This is the total bonus earned in respect of performance during the relevant year. Annual bonuses are received in cash. Chris Spencer waived the bonus 
to which he was entitled in 2013. Further details of annual bonus awards for 2014 can be found in the report of the Remuneration Committee on page 40 and 41. 
5.  No long-term incentive awards vested in relation to a performance period ending in the year. For Chris Spencer, the amount shown relates to free and matching shares 
awarded under the SIP .
6. Other: This relates to a payment made in recognition of Sean Riddell’s past performance and change of role in the year. 
Directors’ remuneration report continued
Annual Report on Remuneration EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
40
Directors’ remuneration report continued
Annual Report on Remuneration continued
Single total figure of remuneration for Non-executive Directors
The table below sets out a single figure for the total remuneration received by each Non-executive Director for the year ended 31 December 2013 
and the prior year:
Committee 
Base fee £’000
chairmanship 
fees £’000 Total £’000
Non-executive Director
1
2013 2012 2013 2012 2013 2012
Mike O’Leary 63 63 — — 63 63
Sean Riddell
1
26 — — — 26 —
Robin Taylor 35 35 5 — 40 35
Andy McKeon
1
31 — 5 — 36 —
1.  Sean Riddell stepped down from his Executive role to become a Non-executive Director on 21 March 2013. Andy McKeon was appointed as Non-executive Director 
on 4 February 2013.
Incentive outcomes for the year ended 31 December 2013
During the year ended 31 December 2013, Executive Directors were eligible to receive a bonus of up to 100% of salary for the Chief Executive Officer 
and 80% of salary for the Chief Financial Officer, depending on the level of Group adjusted profit achieved. Target performance was calibrated to deliver 
a bonus of 50% of maximum, with no payment for below threshold performance. Bonuses are paid entirely in cash and are not subject to clawback. 
Performance in relation to Group adjusted profit was in line with target but the Remuneration Committee took into account the impact of acquisitions and 
other unforeseen factors and limited the award to annual bonus awards of 45% of salary and 36% of salary which were offered to the Chief Executive 
Officer and Chief Financial Officer respectively. The Chief Executive Officer waived his bonus. 
Corporate targets set by the Committee require Executive Directors to deliver significant stretch performance. Given the close link between performance 
measures and the Group’s longer-term strategy, these targets remain commercially sensitive and will not be published until such time that the Committee 
is confident there will be no adverse impact on the Company of such disclosure. At this time the Committee believes that disclosure of targets within 
3 years is appropriate.
Long-term incentive awards vesting
No long-term incentive awards vested in relation to a performance period ending in the year.
Scheme interests awarded in 2013
2013 USOS awards
In October 2013, Peter Southby was granted the following regular award under the USOS:
Executive Director Date of grant
Awards 
made
during 
the year
Market price
at date of
 award
Exercise 
price
Normal 
vesting date
Face value
at date of
 award
Peter Southby 18 October 2013 8,500 656p 656p July 2016 £56,000
The award vests based on the Total Shareholder Return (TSR) delivered over a three year period to a date which is three months after the preliminary 
announcement of the results for the 2015 financial year.
An additional one-off USOS award was made to Peter Southby on 2 May 2013 in relation to his recruitment:
Executive Director Date of grant
Awards
made
during
the year
Market price
at date of
award
Exercise
price
1
Normal vesting date
Face value
at date of
award
2
Peter Southby 2 May 2013 50,000 730p 710p July 2015–July 2017 £355,000
1. The exercise price is the average middle market price of a share over the period of 3 months prior to the date of grant.
The award vests based on the TSR delivered over periods of three, four and five years to dates which are three months after the preliminary 
announcement of the results for the 2014, 2015 and 2016 financial years respectively.  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
41
Scheme interests awarded in 2013 continued
2013 CSOP awards
During the year under review, the following CSOP awards were made to the Executive Directors:
Executive Director Date of grant
Awards
made
during
the year
Market price
at date of
award Normal vesting date
Face value
at date of
award
1
Chris Spencer
2 May 2013 1,369 730p May 2016 £10,000
18 October 2013 1,524 656p October 2016 £10,000
Peter Southby
2 May 2013 1,369 730p May 2016 £10,000
18 October 2013 1,524 656p October 2016 £10,000
Face value is calculated using share price at grant date.
There were no performance conditions attached to the CSOP awards. In the future, it is intended that any CSOP awards will be made under the LTIP 
(see policy table above) with performance conditions.
2013 SIP awards 
During the year under review, the Executive Directors were awarded matching and free shares under the SIP . The value of these was less than £1,000 
each. There were no performance conditions attached to the SIP awards.
Ad hoc payments 
Sean Riddell was Chief Executive Officer until 21 March 2013 when he stepped down to become a Non-executive Director in the Company and 
Chris Spencer took over as interim Chief Executive Officer. Sean received a payment of £162,000 in recognition of his past performance and change 
of role in the year. This included contractual entitlements of salary, car allowance and a pension.
Payments to past Directors
There were no payments to past Directors for the year ended 31 December 2013.
Relative importance of spend on pay
The table below shows the Company’s expenditure on shareholder distributions (including dividends) and total employee pay expenditure 
for the financial years ending 31 December 2012 and 31 December 2013.
Total employee
expenditure 
Distributions
to shareholders
2013 £48.6m £10.1m
2012 £38.1m £8.2m
% change 27% 22% EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
42
Directors’ remuneration report continued
Annual Report on Remuneration continued
TSR Performance
350
300
250
200
150
100
50
0
26/03/2010 26/03/2011 26/03/2012 26/03/2013 17/03/2014
EMIS total shareholder return (since IPO)
FTSE AIM All Share total shareholder return (rebased)
Source: Thomson Reuters Datastream.
The graph above compares the value of £100 invested in EMIS Group plc shares, including re-invested dividends, with the FTSE Aim index since the 
26 March 2010 which is the date of admission to trading on AIM. This index was selected because it is considered to be the most appropriate against 
which the total shareholder return of the Group should be measured. 
Directors’ interests 
The interests of the Directors and their families in the ordinary shares of the Company as at 31 December 2013 were as follows:
Director
Ordinary shares
at 31 December
2013
Ordinary shares
at 31 December
2012
Chris Spencer
1
291,779 291,664
Peter Southby
1
4,878 —
Mike O’Leary 1,000 1,000
Sean Riddell
1
7,092,605 8,292,605
Robin Taylor 1,800 1,800
Andy McKeon
1
1,626 —
David Stables
1
4,049,436 4,422,724
Phillip Woodrow 2,937,301 2,938,751
1.  Chris Spencer became the permanent Chief Executive Officer on 3 July 2013, having been appointed as Joint Chief Executive Officer on 4 February 2013 and becoming 
interim Chief Executive Officer on 21 March 2013 on which date Sean Riddell stepped down from his Executive role to become a Non-executive Director. Peter Southby 
was appointed as Chief Financial Officer with effect from 1 October 2012, replacing Phillip Woodrow who resigned from the Board on 11 January 2013 having remained on 
the Board as an Executive Director for a handover period. Andy McKeon was appointed as Non-executive Director on 4 February 2013. David Stables was an Executive 
Director until 30 September 2013. STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
43
Implementation of remuneration policy for 2014
Base salary
Market positioning of base salary is approached on an individual basis, taking account of advice received from the Committee’s independent advisors 
on the rates of salary for similar roles in selected groups of comparable companies and the individual performance and experience of each Executive. 
The Committee approved the following base salary increases with effect from 1 January 2014. The increase in the base salary for Peter Southby was 
in recognition of development of the role after the first year following his appointment, when his initial salary on appointment was recognised to be at 
a low level in terms of market rates.
Executive Director
Base salary from
1 January 2013
to 31 December 2013
Base salary from
1 January 2014
to 31 December 2014
Percentage
Increase
Chris Spencer £300,000* £300,000 0%
Peter Southby £175,000 £200,000 14%
* Annual salary with effect from appointment as interim Chief Executive Officer on 21 March 2013.
Pension
For 2014, Executive Directors will receive a 
contribution of 15% of salary.
Annual bonus
The performance measure for the annual bonus for 
Executive Directors will be unchanged for the 2014 
financial year and will operate on the same basis 
as in 2013. The bonus outcome will continue to be 
based on an adjusted profit measure. Proposed 
target levels have been set to be challenging relative 
to the 2014 business plan, although specific targets 
are deemed to be commercially sensitive and will 
not be published until such time that the Committee 
is confident there will be no adverse impact on 
the Company of such disclosure.
LTIP
For 2014, Executive Directors will be eligible to 
receive awards of performance shares up to 100% 
of salary, based on EPS growth over 3 years and 
vesting 3 years from the date of grant. Details of any 
awards in the 2014 financial year will be provided in 
next year’ s Annual Report on Remuneration. The 
LTIP will be delivered through the Company’ s 
existing USOS and CSOP schemes.
SIP
Executive Directors will be able to continue 
to participate in the SIP on the same basis 
as in the 2013 financial year.
Chairman and Non-executive Director fees
In 2014, the Board undertook a review 
of Non-Executive Director fees. Following 
consideration of actual and proposed salary 
increases across the Group, indicative fee increases 
at sector and appropriate FTSE comparators and 
the level of engagement of the Chairman in the 
Group, the Board determined that the maximum 
time requirement for the Chairman should be 
increased from 3.5 to 4.5 days a month and the 
fee from £65,000 to £80,000. There are no 
increases to other Non-executive Director 
fees for 2014. Fee levels will be subject 
to annual review going forward. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
44
Directors’ report
The Directors present their report and audited 
consolidated financial statements for the year 
ended 31 December 2013. 
This report contains certain statutory, regulatory 
and other information and incorporates, by 
reference to certain disclosures included 
earlier in this document. 
General information 
and principal activities
EMIS Group plc (“the Company” or “the 
parent company”) is an AIM quoted company. 
The Company is the parent of trading subsidiary 
companies (together “the Group”), the principal 
trading subsidiaries being Egton Medical Information 
Systems Limited (“EMIS”), Rx Systems Limited 
(“Rx Systems”), Ascribe Limited (“Ascribe”) 
and Digital Healthcare Systems Limited 
(“Digital Healthcare”).
The Company is incorporated in England and 
Wales and domiciled in the UK. The address 
of its Registered Office is Rawdon House, 
Green Lane, Yeadon, Leeds LS19 7BY. 
The principal activity of the Group is the 
design of computer software for healthcare 
professionals, mainly general practitioners, 
community pharmacists, secondary and specialist 
care providers and other clinicians, together with 
the hosting, provision of specialist ICT infrastructure 
and support of computer systems for healthcare 
professionals and other related users. Further 
information on the principal activities of the 
Group is described on pages 2 to 5. 
Dividends
The Directors remain committed to increasing the 
dividend. Subject to shareholder approval at the 
Annual General Meeting (AGM) on 30 April 2014, 
the Board proposes paying a final dividend of 8.0p 
per ordinary share (2012: 7.1p) on 2 May 2014 
to shareholders on the register at the close of 
business on 11 April 2014. This would make 
a total dividend of 16.0p per ordinary share 
for 2013 (2012: 14.2p).
Directors and their interests
The Directors of the Company who served 
during the year ended 31 December 2013 
are as follows: 
 h Michael (Mike) O’Leary
 h Christopher (Chris) Spencer 
(appointed 4 February 2013)
 h Peter Southby 
 h Sean Riddell
 h Robin Taylor
 h Andrew (Andy) McKeon 
(appointed 4 February 2013)
 h Dr David Stables 
(retired 30 September 2013)
 h Phillip Woodrow  
(retired 11 January 2013)
Biographies of the Directors can be found on 
pages 22 and 23. Further detail on the changes 
during the year can be found on page 7. 
Directors are subject to annual re-election 
and details of Directors’ remuneration, service 
agreements and interests in the share capital 
of the Company are given in the Directors’ 
remuneration report on pages 31 to 43.
No Director has had any material interest in 
any contract of significance with the Company 
or any of its subsidiaries during the year under 
review. Mike O’Leary was formerly the Chairman 
of Digital Healthcare Limited of which he had 
an immaterial (less than 1%) shareholding.
Research and development
Research and development expenditure in the 
year amounted to £11.1m (2012: £9.1m) of 
which £6.1m (2012: £5.3m) was capitalised. 
Share capital
As at 19 March 2014 and 31 December 2013, the 
Company had 63,311,396 (31 December 2012: 
58,550,017) ordinary shares of one pence each 
in issue. The shares are traded on AIM, a market 
operated by the London Stock Exchange plc. The 
rights and obligations attached to the shares are 
set out in the Company’ s Articles of Association 
which are available on the Company’ s website.
During the year to 31 December 2013, the 
issued share capital was increased by a placing 
of 4,400,000 new ordinary shares of 1 pence 
each at a price of 615 pence per new ordinary 
share to fund part of the consideration due in 
relation to the acquisition of Ascribe Group 
Limited. A further 361,379 new ordinary 
shares were issued to certain vendors 
of the Ascribe business.
The Company has previously established an 
Employee Benefit Trust (EBT) to hold shares 
in the Company to facilitate share-based 
emolument payments and the Group Share 
Incentive Plan (SIP). As at 31 December 2013 
the EBT held 446,960 ordinary shares of 
one pence each. The EBT has waived 
its right to dividends. 
Details of ordinary shares under option in respect 
of the Company’s share schemes are shown in 
note 27 to the financial statements. 
The rules of the CSOP and USOS set out the 
consequences of a change of control. In relation 
to the CSOP , generally such rights will vest and 
become exercisable subject to satisfaction of 
any performance-related conditions. As regards 
the USOS, generally such rights will vest and 
become exercisable as the Board determines 
in its absolute discretion. Further information 
is given in the Remuneration Report on 
pages 31 to 43.
Directors’ indemnities
As permitted by the Articles of Association, 
the officers of the Company and its subsidiaries 
would be indemnified in respect of proceedings 
which might be brought by a third party. No 
cover is provided for Directors and Officers in 
respect of any fraudulent or dishonest actions. STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
45
Employees
The Group’s policy is to ensure adequate 
provision for the welfare, and health and safety 
of its employees and of other people who may be 
affected by its activities. The Group is committed 
to ensuring there are equal opportunities for all 
employees, irrespective of age, gender, race, colour, 
sexual orientation, disability or marital status.
The Group encourages the involvement of its 
employees and employees are made aware 
of significant matters through regular updates 
from the Chief Executive Officer and divisional 
managing Directors, management meetings, 
informal briefings, team meetings and the Company’ s 
intranet, discussion forums and website.
During the year the SIP , in addition to the matching 
shares offered to employees, made an offer of 
free shares to all employees with at least one 
year service on 31 August 2013. Further details 
are contained in the Directors’ remuneration 
report and note 27 to the financial statements.
The Group treats applications for employment 
from disabled persons equally with those of 
other applicants having regard to their ability, 
experience and the requirements of the job. 
Where existing employees become disabled, 
appropriate efforts are made to provide them 
with continuing suitable work within the Group 
and to provide retraining if necessary. 
Political donations 
No political donations were made in 2013 
(2012: £nil).
Going concern
The Group’s activities and an outline of 
the developments taking place in relation 
to its products, services and marketplace 
are considered in the Strategic Report on 
pages 1 to 21. The revenue, trading results 
and cash flows are explained in the Financial 
review on pages 17 to 19.
Note 4 to the financial statements sets out the 
Group’s financial risks and the management 
of capital risks.
The Group has structured bank debt of £3.0m 
repayable in March 2014 and a term loan repayable 
in quarterly instalments of £1m until June 2017. 
However, it is profitable and expects to continue 
to be so. It has significant cash resources, a high 
and continuing level of recurring revenue and also 
expects to continue to have high cash conversion 
for the foreseeable future. 
The Directors considered the going concern 
assumption in the context of a significant 
contract renegotiation taking place at the 
time of completion of the year end accounts 
(GPSoC-R). Given the status of the negotiations 
and after careful enquiry and review of available 
financial information, including projections of 
profitability and cash flows for the two years 
to 31 December 2015, the Directors believe that 
the Group has adequate resources to continue 
to operate for the foreseeable future and that 
it is therefore appropriate to continue to adopt 
the going concern basis of accounting in the 
preparation of the consolidated and Company 
financial statements.
AGM notice
The notice convening the AGM to be held on 
30 April 2014, together with an explanation of 
the resolutions to be proposed at the meeting, 
is contained in a separate circular to shareholders 
and on the Company’s website at  
www.emis-online.com/investors.
Auditor and statement as to disclosure 
of information to the auditor
The Directors who were in office on the date 
of approval of these financial statements have 
confirmed, as far as they are aware, that there 
is no relevant audit information of which the 
auditor is unaware. Each of the Directors has 
confirmed that they have taken all reasonable 
steps that they ought to have taken as Directors 
in order to make themselves aware of any relevant 
audit information and to establish that it has 
been communicated to the auditor.
The auditor, Baker Tilly UK Audit LLP , resigned 
on 2 July 2013 and KPMG LLP was appointed 
following a full tender process. KPMG LLP has 
indicated its willingness to be appointed and, in 
accordance with Section 489 of the Companies 
Act 2006, a resolution that they be appointed 
will be proposed at the AGM. 
Corporate governance
The Company’s statement on corporate 
governance can be found in the Corporate 
Governance Report on pages 25 to 27 of this 
annual report and accounts. The Corporate 
Governance Report forms part of this Directors’ 
report and is incorporated into it by cross-reference.
By order of the Board
Caroline Farbridge
Company Secretary
19 March 2014
Substantial interests in shares
As at 19 March 2014, the Company had been notified of the following substantial interests in 3% 
or more in its ordinary shares:
Number of % issued
shares capital 
Sean Riddell 7,092,605 11.20
Standard Life Investments 5,974,382 9.44
Schroders plc 3,566,194 5.63
Dr David Lindsay Stables
1
3,480,936 5.50
Dr Peter Sowerby 3,448,082 5.45
Liontrust Investment Partners LLP 3,368,541 5.32
Investec Wealth & Investment Ltd 3,048,704 4.82
Phillip Woodrow 2,937,301 4.63
Gary Shuckford 2,528,500 3.99
Andrew Whitwam 2,237,008 3.53
NFU Mutual Insurance Society Ltd 2,193,520 3.46
Tony Jones 1,888,055 2.98
1.  The shares indicated alongside Dr David Stables are held in trust and legally owned by the Dr P R Sowerby No. 2 
Discretionary Settlement (as to 1,534,574) and by the trustees of the Dr P R Sowerby No. 4 Discretionary Settlement 
(as to 1,946,362). The trustees are Tony Jones, Dr David Stables and Rachel Stables. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
46
Statement of Directors’ responsibilities 
In respect of the Annual Report, strategic report and the Directors’ report and the financial statements 
The Directors are responsible for preparing the Annual Report, Strategic Report and the Directors’ Report and the financial statements in accordance 
with applicable law and regulations. 
Company law requires the Directors to prepare Group and parent company financial statements for each financial year. As required by the AIM Rules 
of the London Stock Exchange they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and 
applicable law and have elected to prepare the parent company financial statements on the same basis. 
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state 
of affairs of the Group and parent company and of their profit or loss for that period. In preparing each of the Group and parent company financial 
statements, the Directors are required to: 
 h select suitable accounting policies and then apply them consistently; 
 h make judgements and estimates that are reasonable and prudent; 
 h state whether they have been prepared in accordance with IFRSs as adopted by the EU; and 
 h prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company 
will continue in business. 
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions 
and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements 
comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets 
of the Group and to prevent and detect fraud and other irregularities. 
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. 
Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. STRATEGIC REPORT
47
FINANCIAL STATEMENTS GOVERNANCE
We have audited the financial statements of EMIS Group Plc for the year ended 31 December 2013 set out on pages 48 to 74. The financial reporting 
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU 
and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work 
has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no 
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the 
Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed. 
Respective responsibilities of Directors and auditor 
As explained more fully in the Directors’ Responsibilities Statement set out on page 46, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements 
in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing 
Practices Board’s Ethical Standards for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’ s website at www.frc.org.uk/auditscopeukprivate. 
Opinion on financial statements 
In our opinion: 
 h the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2013 
and of the Group’s profit for the year then ended; 
 h the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; 
 h the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU and as applied 
in accordance with the provisions of the Companies Act 2006; and 
 h the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 
Opinion on other matter prescribed by the Companies Act 2006 
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements 
are prepared is consistent with the financial statements. 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: 
 h adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received 
from branches not visited by us; or 
 h the parent company financial statements are not in agreement with the accounting records and returns; or 
 h certain disclosures of Directors’ remuneration specified by law are not made; or 
 h we have not received all the information and explanations we require for our audit.
Johnathan Pass (Senior Statutory Auditor) 
for and on behalf of KPMG LLP, Statutory Auditor 
Chartered Accountants 
1 The Embankment
Neville Street
Leeds 
LS1 4DW
19 March 2014
Independent auditor’s report
to the members of EMIS Group plc EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
48
2013 2012
Notes £’000 £’000
Revenue 6 105,542 86,333
Costs:
Changes in inventories 174 (179)
Cost of goods and services (11,954) (10,712)
Staff costs 10 (42,522) (32,818)
Other operating expenses
1
(16,773) (12,560)
Depreciation of property, plant and equipment (3,286) (2,349)
Amortisation of intangible assets 15 (6,236) (3,604)
Adjusted operating profit 26,065 22,820
Development costs capitalised 6,098 5,330
Exceptional transaction costs (1,144) (435)
Amortisation of intangible assets
2
(6,074) (3,604)
Operating profit 7 24,945 24,111
Finance income 8 20 54
Finance costs 9 (262) (130)
Share of result of associate 18 20 (2)
Share of result of joint venture 18 (88) 26
Profit before taxation 24,635 24,059
Income tax expense 11 (4,706) (4,625)
Profit for the year 19,929 19,434
Other comprehensive income
Items that may be reclassified to profit or loss
Currency translation differences (22) —
Other comprehensive income (22) —
Total comprehensive income for the year 19,907 19,434
Attributable to:
– equity holders of the parent 19,369 18,932
– non-controlling interest in subsidiary company 538 502
Total comprehensive income for the year 19,907 19,434
Earnings per share attributable to equity holders of the parent Pence Pence
Basic 12 32.6 32.5
Diluted 12 32.6 32.5
1. Including contract asset depreciation of £3,241,000 (2012: £2,589,000) and exceptional transaction costs of £1,144,000 (2012: £435,000).
2.  Excluding amortisation of computer software purchased externally of £162,000. In 2012 the equivalent amortisation of £56,000 was not excluded on materiality grounds.
The notes on pages 52 to 74 are an integral part of these consolidated financial statements.
 
Group statement of comprehensive income
for the year ended 31 December 2013 STRATEGIC REPORT
49
FINANCIAL STATEMENTS GOVERNANCE
Group Company
Notes
2013 2012 2013 2012
£’000 £’000 £’000 £’000
ASSETS
Non-current assets
Goodwill 14 60,135 21,951 — —
Other intangible assets 15 67,204 30,838 — —
Property, plant and equipment 16 24,610 22,144 — —
Investments in subsidiaries 17 — — 71,241 48,165
Investment in joint venture and associates 18 2,760 2,740 — —
154,709 77,673 71,241 48,165
Current assets
Inventories 19 1,431 1,243 — —
Trade and other receivables 20 21,448 15,188 2,673 3,616
Cash and cash equivalents 4,167 11,107 — 82
Amounts owed by subsidiary companies — — 45,277 —
27,046 27,538 47,950 3,698
Total assets 181,755 105,211 119,191 51,863
LIABILITIES
Current liabilities
Trade and other payables 22 (16,705) (12,426) (172) (60)
Current tax liabilities (2,341) (1,919) — —
Bank loans 23 (7,902) (396) (7,902) (396)
Bank overdraft — — (4,558) —
Amounts owed to subsidiary companies — — (38,446) (22,044)
Contingent acquisition consideration (3,000) — (3,000) —
Deferred income (25,453) (15,857) — —
(55,401) (30,598) (54,078) (22,500)
Non-current liabilities
Bank loans 23 (9,756) (3,000) (9,756) (3,000)
Deferred tax liability 25 (11,481) (7,548) — —
Contingent acquisition consideration (994) — (994) —
(22,231) (10,548) (10,750) (3,000)
Total liabilities (77,632) (41,146) (64,828) (25,500)
NET ASSETS 104,123 64,065 54,363 26,363
EQUITY
Ordinary share capital 26 633 586 633 586
Share premium 26 51,045 24,767 51,045 24,767
Own shares held in trust (2,325) (2,877) — —
Retained earnings 48,522 38,076 466 1,010
Other reserve 2,197 — 2,219 —
Equity attributable to owners of the parent 100,072 60,552 54,363 26,363
Non-controlling interests 4,051 3,513 — —
TOTAL EQUITY 104,123 64,065 54,363 26,363
The notes on pages 52 to 74 are an integral part of these consolidated financial statements.
The financial statements on pages 48 to 74 were approved by the Board of Directors and authorised for issue on 19 March 2014 and are signed on its behalf by:
Chris Spencer  Peter Southby
Chief Executive Officer Chief Financial Officer
Group and parent company balance sheets
as at 31 December 2013 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
50
Group Company
Notes
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Cash generated from operations 30 38,725 32,732 (1,833) (1,206)
Finance costs (600) (114) (594) (100)
Finance income 20 54 — —
Tax paid (5,073) (4,566) (277) 180
Net cash generated from/(used in) operating activities 33,072 28,106 (2,704) (1,126)
Cash flows from investing activities
Purchase of property, plant and equipment (8,403) (12,491) — —
Proceeds from sale of property, plant and equipment 219 245 — —
Internally developed software (6,098) (5,330) — —
Purchase of software (524) (521) — —
(Increase)/decrease in loan from subsidiary company — — (27,917) 12,934
Dividends received — — 10,000 —
Business combinations (57,534) (757) (16,860) (757)
Net cash (used in)/generated from investing activities (72,340) (18,854) (34,777) 12,177
Cash flows from financing activities
Share placing 26,322 — 26,322 —
Decrease/(increase) in loan to Employee Benefits Trust — — 1,065 (2,131)
Transactions in own shares held in trust 552 (1,816) — —
Bank loan repayments (2,400) (1,200) (2,400) (1,200)
Bank loans drawn down 17,000 — 17,000 —
Dividends paid (9,146) (7,735) (9,146) (7,735)
Net cash generated from/(used in) financing activities 32,328 (10,751) 32,841 (11,066)
Net decrease in cash and cash equivalents (6,940) (1,499) (4,640) (15)
Cash and cash equivalents at beginning of year 11,107 12,606 82 97
Cash and cash equivalents at end of year 31 4,167 11,107 (4,558) 82
The notes on pages 52 to 74 form an integral part of these consolidated financial statements.
 
Group and parent company statements of cash flows
for the year ended 31 December 2013 STRATEGIC REPORT
51
FINANCIAL STATEMENTS GOVERNANCE
Group
Share
capital
£’000
Share
premium
£’000
Own shares
held in trust
£’000
Retained
earnings
£’000
Other
reserve
£’000
Non-
controlling
interest
£’000 
Total
equity
£’000
Balance at 1 January 2012 586 24,767 (1,061) 26,789 — 3,011 54,092
Profit for the year — — — 18,932 — 502 19,434
Transactions with owners
Share acquisitions less sales — — (1,816) — — — (1,816)
Share-based payments — — — 90 — — 90
Dividends paid (note 13) — — — (7,735) — — (7,735)
Balance at 1 January 2013 586 24,767 (2,877) 38,076 — 3,513 64,065
Profit for the year — — — 19,391 — 538 19,929
Transactions with owners 
Share placing 44 26,278 — — — — 26,322
Shares issued 3 — — — 2,219 — 2,222
Share acquisitions less sales — — 552 — — — 552
Share-based payments — — — 195 — — 195
Deferred tax in relation to share-based payments — — — 6 — — 6
Dividends paid (note 13) — — — (9,146) — — (9,146)
Other comprehensive income
Currency translation differences — — — — (22) — (22)
Balance at 31 December 2013 633 51,045 (2,325) 48,522 2,197 4,051 104,123
Company
Share
capital
£’000
Share
premium
£’000
Retained
earnings
£’000
Other 
reserve
£’000
Total
equity
£’000
Balance at 1 January 2012 586 24,767 9,890 — 35,243 
Loss for the year — — (1,235) — (1,235)
Transactions with owners
Share-based payments — — 90 — 90
Dividends paid (note 13) — — (7,735) — (7,735)
Balance at 1 January 2013 586 24,767 1,010 — 26,363
Profit for the year — — 8,407 — 8,407
Transactions with owners
Share placing 44 26,278 — — 26,322
Shares issued 3 — — 2,219 2,222
Share-based payments — — 195 — 195
Dividends paid (note 13) — — (9,146) — (9,146)
Balance at 31 December 2013 633 51,045 466 2,219 54,363
The notes on pages 52 to 74 are an integral part of these consolidated financial statements.
Group and parent company statements of changes in equity
for the year ended 31 December 2013 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
52
1. General information
EMIS Group plc (“the Company” or “the parent company”) is the parent company of subsidiary companies (together “the Group”) whose activities 
consist of the design, development, supply and support of computer software and systems for healthcare professionals, across every major UK 
healthcare sector, from primary and community care, to high street pharmacies, secondary care and specialist services. 
The Company is incorporated in England and Wales and domiciled in the UK. The address of its Registered Office is Rawdon House, Green Lane, 
Yeadon, Leeds LS19 7BY. 
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied 
consistently to all periods presented.
2.1 Basis of preparation
The financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards 
(IFRS) as endorsed by the European Union, International Financial Reporting Interpretations Committee (IFRIC) interpretations and with those parts 
of the Companies Act 2006 applicable to companies reporting under IFRS.
For the Group statement of comprehensive income, in addition to the results presented in accordance with IFRS, the Board has also disclosed 
information on what it regards as the underlying performance of the business. This presentation reflects the information which the Board uses 
to determine performance when making operating and strategic decisions for the business.
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of critical accounting estimates 
and assumptions that affect the reported amounts of assets and liabilities and of revenues and expenses. It also requires management to exercise 
its judgement in the application of accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions 
and estimates are significant to the Company or Group financial statements are disclosed in note 3.
2.1.1 Going concern
The Group’s activities and an outline of the developments taking place in relation to its products, services and marketplace are considered 
in the Strategic Report on pages 1 to 21. The revenue, trading results and cash flows are explained in the Financial review on pages 17 to 19.
Note 4 to the financial statements sets out the Group’s financial risks and the management of capital risks.
The Group has structured bank debt of £3.0m repayable in March 2014 and a term loan repayable in quarterly instalments of £1m until June 2017. 
However, it is profitable and expects to continue to be so. It has significant cash resources, a high and continuing level of recurring revenue and also 
expects to continue to have high cash conversion for the foreseeable future. 
The Directors considered the going concern assumption in the context of a significant contract renegotiation taking place at the time of completion of 
the year end accounts (GPSoC-R). Given the status of the negotiations and after careful enquiry and review of available financial information, including 
projections of profitability and cash flows for the two years to 31 December 2015, the Directors believe that the Group has adequate resources to continue 
to operate for the foreseeable future and that it is therefore appropriate to continue to adopt the going concern basis of accounting in the preparation of 
the consolidated and Company financial statements.
2.2 Parent company statement of comprehensive income
As permitted by Section 408 Companies Act 2006, the parent company has not presented its own statement of comprehensive income. 
The profit of the parent company for the year was £8,407,000 (2012: loss of £1,235,000).
2.3 Changes in accounting policy and disclosure
(a) New and amended standards adopted by the Group
The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, 
with a date of initial application of 1 January 2013:
Disclosures – Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7). The amendment has had no material impact on the Group. 
IFRS 10 Consolidated Financial Statements (2011). As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining 
whether it has control over and consequently whether it consolidates its investee. 
Notes to the financial statements
for the year ended 31 December 2013 STRATEGIC REPORT
53
FINANCIAL STATEMENTS GOVERNANCE
2. Summary of significant accounting policies continued 
2.3 Changes in accounting policy and disclosure continued
(a) New and amended standards adopted by the Group continued
IFRS 10 (2011) introduces a new control model that focuses on whether the Group has power over an investee, exposure or rights to variable returns 
from its involvement with the investee and ability to use its power to affect those returns. In accordance with the transitional provisions of IFRS 10 (2011), 
the Group reassessed the control conclusion for its investees at 1 January 2013, and concluded that the new standard had not caused a material 
change to its previous accounting treatment. 
IFRS 11 Joint Arrangements. This standard has not had any effect on the Group’s accounting for joint ventures.
IFRS 12 Disclosure of Interest in Other Entities. The Group has considered the requirements of this standard and has, where material, made appropriate 
changes to disclosures.
IFRS 13 Fair Value Measurement. IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements 
when such measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be received to sell 
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It replaces and expands the 
disclosure requirements about fair value measurements in other IFRSs, including IFRS 7. As a result, the Group has included additional disclosures 
where relevant. 
Presentation of Items of Other Comprehensive Income (Amendments to IAS 1). As a result of the amendments to IAS 1, the Group has amended the 
presentation of items of OCI in its statement of profit or loss and OCI, to present separately items that would be reclassified to profit or loss from those 
that would not be. Comparative information has been re-presented accordingly. 
(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2013 and not early adopted
There are no IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
2.4 Basis of consolidation
The Group Financial Statements consolidate those of the Company and of its subsidiary undertakings drawn up to 31 December 2013. Subsidiaries 
are entities that the Company has power over, exposure or rights to variable returns and an ability to use its power to affect those returns. Intra-group 
transactions, including sales, profits, receivables and payables, have been eliminated on the Group consolidation. Investments in subsidiaries are 
carried at cost less any impairment loss in the Financial Statements of the Company.
Subsidiaries
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a 
subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred 
includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. 
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the 
acquisition date. The Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate 
share of the acquiree’s net assets on an acquisition by-acquisition basis. 
The excess of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the separable identifiable 
net assets acquired and liabilities incurred or assumed at the acquisition date is recorded as purchased goodwill. Provision is made for any impairment.
Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated on consolidation. 
Accounting policies previously applied by acquired subsidiaries are changed as necessary to comply with accounting policies adopted by the Group.
In the parent company balance sheet, investments in subsidiaries are recorded at cost and are tested for impairment when there is objective evidence 
of impairment. Any such impairment losses are recognised in the income statement in the period they occur. 
Associates and joint ventures
An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation 
in financial and operating policy decisions. 
A joint venture is a contractual arrangement whereby the Group and other parties undertake economic activities that are subject to “joint control”, 
which means that the strategic financial and operating policy decisions relating to the relevant activities require the unanimous consent of 
the parties sharing control.
Investments in associates and joint ventures are recognised in the Group financial statements using the equity method of accounting and initially carried in 
the balance sheet at cost. The carrying value of investments (including any goodwill) is tested for impairment when there is objective evidence of impairment 
and is stated net of any impairment loss. The Group’s share of post-acquisition profits or losses is recognised in the Group statement of comprehensive 
income and its share of post-acquisition movements in reserves is recognised in reserves. Unrealised gains and losses on Group transactions with the 
associates are eliminated to the extent of the Group’s interest in the associate. Where necessary, adjustments are made to bring the accounting 
policies used into line with those used by the Group. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
54
Notes to the financial statements continued
for the year ended 31 December 2013
2. Summary of significant accounting policies continued 
2.5 Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating 
decision-maker, who is responsible for allocating resources and assessing performance of the operating and geographical segments, has been identified 
as the parent company Board of Directors. 
2.6 Revenue recognition
Revenue is recognised at the fair value of the right to the consideration received or receivable for goods sold and services provided in the normal course 
of business during the year. Revenue is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount can be reliably measured and when it is probable that future economic benefits will flow to the entity 
and when specific criteria have been met for each of the Group’s activities, as described below:
 h Revenue from licences, maintenance & software support and other support services is recognised on a straight line basis over the period of supply. 
Licence fees forming part of long-term software installation contracts (principally within the Secondary & Specialist Care segment), are spread over 
the implementation phase of these contracts, according to the hours worked on the implementation, to best represent the period over which our 
vendor obligations are satisfied.
 h Revenue from hosting services, principally under the General Practitioner Systems of Choice (GPSoC) contract, is recognised as follows:
 – Provision of infrastructure and hardware – in line with the anticipated life of the related assets as capitalised within property, plant and equipment.
 – Other services are recognised over the period of supply or when delivered as appropriate.
 h Revenue from hardware sales is recognised when ownership passes.
 h Revenue from training, consultancy and system implementations is recognised when delivery to a customer has occurred with no significant vendor 
obligations remaining and where the collection of the resulting receivable is considered probable. In instances where a significant vendor obligation 
exists, revenue recognition is delayed until the obligation has been satisfied. For long-term software installation contracts (principally within the 
Secondary & Specialist Care segment), revenue is recognised according to the stage of completion.
Invoices raised in advance of the provision of services to customers are recorded on the balance sheet as deferred income, within current liabilities.
Where Group recognition criteria have been met but no invoice to the customer has been raised at the reporting date, revenue is recognised and 
included as an accrued income, within trade and other receivables.
2.7 Operating profit 
Operating profit is defined as the profit before finance income, finance costs, share of results of associate and joint venture and income tax expense.
2.8 Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition of a subsidiary compared with the fair value at the date of acquisition of the identifiable 
net assets acquired. Goodwill does not have a finite life and is not subject to amortisation. It is reviewed annually for impairment and whenever there 
is an indication that there may be impairment.
Any impairment is recognised immediately in the statement of comprehensive income and is not subsequently reversed. For the purpose of impairment 
testing, goodwill is allocated to those cash-generating units or Groups of cash-generating units that are expected to benefit from the business combination 
and which represent the lowest level within the entity at which the goodwill is monitored for internal management purposes.
(b) Computer software developed internally
Expenditure on software development is capitalised as an intangible asset if it meets the recognition criteria set out in IAS 38, ‘Intangible Assets’, requiring 
it to be probable that the expenditure will generate future economic benefits and can be measured reliably. To meet these criteria, it is necessary to 
be able to demonstrate, among other things, the technical feasibility of completing the intangible asset so that it will be available for use or sale. 
The costs incurred in the development stage for substantially new or enhanced products are assessed against the IAS 38 criteria and considered 
for recognition as an asset when they meet those criteria. These costs are generally incurred in developing the detailed product design, software 
configuration and interfaces, in the coding of software, in its integration with hardware, and in its testing.
Development expenditure directed towards incremental improvements in existing products, remedial work and other maintenance activity does not 
qualify for recognition as an intangible asset. STRATEGIC REPORT
55
FINANCIAL STATEMENTS GOVERNANCE
2. Summary of significant accounting policies continued 
2.8 Intangible assets continued
(b) Computer software developed internally continued
Where a product is technically feasible, production and sales are intended, a market exists, and sufficient resources are available to complete 
the project, development costs (including only direct employee costs) are capitalised and subsequently amortised on a straight-line basis over the 
estimated useful life, reflecting the pattern of the expected future economic benefits. Where these conditions are not met, development expenditure 
is recognised as an expense in the period in which it is incurred.
Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses. The estimated useful life for development 
expenditure is between four and eight years, based on the anticipated conditions in the market from which economic benefits are expected to be derived 
for each unique software product.
c) Other intangible assets 
Intangible assets acquired in a business combination are initially recognised at their fair value. Other intangible assets are initially recognised at cost. 
Intangible assets are subsequently stated at this value less accumulated amortisation and any accumulated impairment losses.
Amortisation is recognised in the statement of comprehensive income on a straight-line basis over the estimated useful life of the asset, as shown below:
Computer software purchased externally    4-6 years
Computer software acquired on business combinations 4-8 years
Customer relationships acquired on business combinations 10-15 years
2.9 Property, plant and equipment 
Property, plant and equipment acquired with subsidiary companies are recognised at fair value at the date of acquisition. Other additions are 
recognised at purchase cost. Depreciation is provided on all property, plant and equipment other than freehold land to write assets down to their 
estimated residual value over their estimated useful lives at the following annual rates:
Freehold property    2% straight-line
Leasehold property   over life of lease (between 20% and 33% straight-line)
Computer equipment  25%–33% straight-line 
Fixtures, fittings and equipment  25% reducing balance
Motor vehicles   20% straight-line
2.10 Impairment of property, plant and equipment and intangible assets excluding goodwill 
At each year end, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any 
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order 
to determine the extent of the impairment loss (if any). 
An impairment loss is recognised whenever the carrying amount of an asset, or its cash-generating unit, exceeds the asset’s recoverable amount. 
Impairment losses are recognised as an expense. 
The recoverable amount of assets is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows 
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks 
specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating 
unit to which the asset belongs.  EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
56
Notes to the financial statements continued
for the year ended 31 December 2013
2. Summary of significant accounting policies continued
2.11 Taxation
The taxation expense charged in the Group statement of comprehensive income represents the sum of the current tax expense and the deferred 
tax expense.
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from accounting profit as reported in the Group statement of 
comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that 
are never taxable or deductible. The Group liability for current tax is measured using tax rates that have been enacted or substantively enacted by the 
balance sheet date. 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial 
statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. 
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that 
taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the 
temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets 
and liabilities in a transaction which affects neither the taxable profit nor the accounting profit. 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except where the Group 
is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based upon 
tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the Group statement of 
comprehensive income, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax 
relates to income tax levied by the same tax authorities on either: 
 h the same taxable entity; or
 h different taxable entities which intend to settle current tax assets and liabilities on a net basis or to realise and settle them simultaneously in each 
future period when the significant deferred tax assets and liabilities are expected to be realised or settled. 
2.12 Leasing
Operating lease annual rentals are charged in the Group statement of comprehensive income on a straight-line basis over the term of each lease.
2.13 Share Incentive Plan 
The fair value of free shares allocated to members of the share incentive plan (see note 27) is accounted for within staff costs. 
2.14 Retirement benefit costs 
The costs charged in the financial statements represent contributions payable by the Group during the period into publicly or privately administered 
defined contribution pension plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions 
have been paid. Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments 
in the balance sheet.
2.15 Functional and presentational currency
The financial statements are presented in sterling, which is also the functional currency of the parent company. The financial statements are presented 
in round thousands.
2.16 Foreign currency
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate ruling at the date 
of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency 
at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of comprehensive income. 
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date 
of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional 
currency at foreign exchange rates ruling at the dates the fair value was determined.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to the Group’s 
presentational currency at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated 
at an average rate for the year where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences 
arising from this translation of foreign operations are taken directly to the translation reserve. When a foreign operation is disposed of such that control 
is lost, the cumulative amount in the translation reserve is reclassified to the statement of comprehensive income as part of the gain or loss on disposal.
2.17 Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is based upon estimated selling price less further costs 
expected to be incurred to completion and disposal. Provision is made for obsolete and slow-moving items. STRATEGIC REPORT
57
FINANCIAL STATEMENTS GOVERNANCE
2. Summary of significant accounting policies continued
2.18 Own shares held in trust
The shares in the Company held by The EMIS Group plc Employee Benefits Trust are treated as treasury shares, stated at weighted average cost and 
presented as a reduction of shareholders’ equity (see note 26). Gains and losses on transactions in the Company’s own shares are taken directly to equity. 
2.19 Financial Instruments
Financial assets and financial liabilities are recognised in the Group balance sheet when the Group becomes a party to the contractual provisions 
of the instrument. 
(a) Financial assets
Trade receivables
Trade receivables are amounts due from customers for goods sold and services provided in the ordinary course of business. Trade receivables 
are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. 
A provision for impairment of trade receivables is established when the carrying value of the receivable exceeds the present value of the future 
cash flows discounted using the original effective interest rate.
Investments
Investments in subsidiaries, associates and joint ventures are recorded at cost in the Company balance sheet. They are tested for impairment when 
there is objective evidence of impairment. Any impairment losses are recognised in the income statement in the period they occur.
Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents include cash in hand and at bank. There are no bank deposits with maturity 
dates of more than three months.
(b) Financial liabilities
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 
payable are classified as current liabilities if payment is due within one year. Trade payables are recognised initially at fair value and subsequently 
measured at amortised cost using the effective interest method.
Bank and other borrowings
Bank and other loans are recorded initially at their fair value, net of issue costs. Issue costs are charged to the Group statement of comprehensive 
income over the term of the instrument at a constant rate on the carrying amount. Such instruments are subsequently carried at their amortised cost.
Equity instruments
Equity instruments issued by the Company are recorded at the fair value of the consideration received.
2.20 Dividends 
Interim dividends are recognised as distributions in the accounts when paid. Final dividends are recognised in the accounts in the year in which 
they are approved by shareholders.
3. Critical accounting estimates and judgements
Accounting estimates and judgements are made and continually evaluated based on past experience together with expectations relating to future events that 
are believed to be reasonable at the present time. Due to the inherent uncertainty involved in making these estimates and judgements, actual outcomes 
could be different. The critical estimates, assumptions and judgements made in arriving at the amounts recognised in the Group financial statements 
that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year are as follows:
Development costs 
The key areas of judgement are in determining whether the expenditure meets the criteria for capitalisation and the useful life over which this 
expenditure is amortised. Expenditure is only capitalised if it meets the criteria set out in IAS 38 ‘Intangible Assets’, details are set out in note 2.8(b). 
Useful lives are based on management estimates of the period over which assets are expected generate revenue. These estimates are reviewed 
periodically for continued appropriateness. Changes to estimates can result in variations in carrying values and amounts charged to the Group 
statement of comprehensive income from period to period. 
Revenue recognition
The key area of judgement in respect of recognising revenue is the timing of recognition, specifically in relation to deferral of revenues that are invoiced 
and paid in advance of services being provided. Details are set out in note 2.6.
Business combinations 
The recognition of business combinations requires the excess of purchase price of acquisitions over the net book value of assets acquired to be allocated 
to the assets and liabilities of the acquired entity. Judgements and estimates are made in relation to the fair value allocation of the purchase price. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
58
Notes to the financial statements continued
for the year ended 31 December 2013
4. Financial risk management
4.1 Financial risk factors
The Group’s activities expose it to financial risks including credit risk, liquidity risk, interest rate risk and price risk. The Group manages these risks 
through an effective risk management programme that seeks to minimise potential adverse effects on the Group’s performance. 
Exposure to financial risks is monitored by the finance/administration department under policies approved by the Board. An assessment of the risks 
is provided to the Board at regular intervals and is discussed to ensure that the risk mitigation procedures are compliant with Group policy and that 
any new risks are appropriately managed.
Credit risk
The Group’s credit risk is primarily attributable to its trade receivables, which are stated net of allowances for any estimated irrecoverable amounts. 
However, this risk is mitigated by payment being received in advance for a significant proportion of goods and services provided.
There is some concentration of risk, as the Group trades extensively with various parties within the National Health Service. However, the Group 
has longstanding relationships with its large number of end users and in addition to the normal credit management processes, the nature of 
these relationships assist management in controlling its credit risk.
Credit risk also arises on cash and cash equivalents placed with the Group’s banks. The Group monitors the financial standing of any institution 
with which it deposits cash.
Liquidity risk
Management controls and monitors the Group’s cash flow on a regular basis, including forecasting future cash flows, to ensure that it has sufficient 
financial resources to meet the obligations of the Group as they fall due. 
A detailed analysis of Group debt together with the maturity profile is disclosed in notes 23 and 24.
Interest rate risk
The Company has exposure to interest rate risk in relation to its bank debt amounting to £17.7m. Details of the interest rates and repayment terms 
are disclosed in note 23. The Group’s cash generation is sufficient to enable it to pay down the bank debt rapidly in the event of any significant adverse 
movement in interest rates.
The Group’s current assets include cash and cash equivalents at the year end amounting to £4.2m, on which interest received is subject to fluctuations 
in market rates.
Price risk
As a significant proportion of the Group’s revenues are secured under framework agreements or other long-term contracts, it has only limited exposure 
to price risk other than at the point of renegotiation of these frameworks or contracts. Where these negotiations are material, such as for the GPSOC 
process concluding in 2014, the Group, including the Board, is fully engaged with the process in order to secure the best possible outcome.
4.2 Capital risk management 
The Group defines the capital that it manages as the Group’s total equity, including non-controlling interests.
The Group’s objectives when managing capital are:
 h to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns to investors and benefits for other 
stakeholders and to maintain an optimal capital structure to reduce the cost of capital;
 h to provide an adequate return to shareholders based on the level of risk undertaken;
 h to have financial resources available to allow the Group to invest in areas that may deliver future benefits and returns to shareholders and other stakeholders; and
 h to maintain financial resources sufficient to mitigate against risks and unforeseen events.
The Group is profitable and has high cash conversion. As a result, capital risk is not significant for the Group and measurement of capital management 
is not a tool currently used in the internal management reporting procedures of the Group.
The Group’s reserves include:
Own shares held in trust – an Employee Benefit Trust holds shares in the Company to facilitate share-based emolument payments and the Group’s 
Share Incentive Plan.
Other reserve – comprises a translation reserve of foreign exchange differences from the translation of the financial statements of overseas operations 
and other reserves related to merger reliefs taken under UK law.
5. Operating segments
IFRS 8 ‘Operating Segments’ provides for segmental information disclosure on the basis of information reported internally to the chief operating 
decision-maker for decision-making purposes. The Group considers that this role is performed by the main Board of Directors.
Following the acquisitions made in the year, the Group now has three operating segments, involved with the supply and support of software 
and related services, as set out below:
(a) Primary & Community Care (previously described as “EMIS”);
(b) Community Pharmacy (previously described as “Rx” and including the acquired Multepos business); and
(c) Secondary & Specialist Care (including the acquired Ascribe and Digital Healthcare businesses). STRATEGIC REPORT
59
FINANCIAL STATEMENTS GOVERNANCE
5. Operating segments continued
Each operating segment is assessed by the Board based on a measure of adjusted operating profit. This measurement basis excludes exceptional 
costs, the effect of capitalisation and amortisation of development costs, and the amortisation of acquired intangible assets as the Board considers 
this to provide the best measure of underlying performance. Group operating expenses, finance income and costs, cash and cash equivalents 
and bank and other loans are not allocated to segments, as Group and financing activities are not segment-specific.
Segmental information
2013 2012
Primary & 
Community
Care
£’000
Community
Pharmacy
£’000
Secondary &
Specialist
Care
£’000
Total
£’000
Primary & 
Community
Care
£’000
Community
Pharmacy
£’000
Total
£’000
Segmental result
Revenue 80,065 16,980 8,497 105,542 69,757 16,576 86,333
Segmental operating profit as reported internally 22,159 3,869 822 26,850 19,901 3,831 23,732
Development costs capitalised 5,271 22 805 6,098 5,330 — 5,330
Amortisation of development costs (1,836) — (40) (1,876) (621) — (621)
Amortisation of acquired intangible assets (2,076) (851) (1,271) (4,198) (2,132) (851) (2,983)
Segmental operating result 23,518 3,040 316 26,874 22,478 2,980 25,458
Group operating expenses   (785)   (912)
Exceptional transaction costs   (1,144)   (435)
Operating profit 24,945 24,111
Net finance costs (242) (76)
Share of result of associate 20 (2)
Share of result of joint venture (88) 26
Profit before taxation 24,635 24,059
Segmental assets and liabilities
Segmental assets as reported internally 36,261 2,327 8,873 47,461 35,624 2,917 38,541
Goodwill and other intangible assets 43,572 10,768 72,999 127,339 41,836 10,953 52,789
 79,833 13,095 81,872 174,800 77,460 13,870 91,330
Group assets 28 34
Investment in joint venture and associates 2,760 2,740
Group cash and cash equivalents 4,167 11,107
Total assets 181,755 105,211
Segmental liabilities as reported internally (34,587) (5,932) (15,288) (55,807) (30,735) (6,953) (37,688)
Group liabilities (4,167) (62)
Group bank loans (17,658) (3,396)
Total liabilities (77,632) (41,146)
Other segmental information
Capital expenditure 8,247 60 96 8,403 12,221 270 12,491
Depreciation of property, plant and equipment 6,186 203 138 6,527 4,790 148 4,938
Revenue excludes intra-group transactions on normal commercial terms from the Primary & Community Care segment to the Community Pharmacy 
segment totalling £3,073,000 (2012: £2,179,000).
Revenue of approximately £75,884,000 (2012: £60,201,000) is derived from the NHS and related bodies.
Revenue of £3,182,000 (2012: £2,948,000) is derived from customers outside the United Kingdom. Non-current assets held outside the UK total 
£29,000 (2012: £nil).
Exceptional transaction costs relate to professional fees incurred in the business acquisitions made during the year. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
60
6. Revenue
Revenue is analysed as follows:
2013 2012
£’000 £’000
Licences 40,000 38,217
Maintenance and software support 17,682 13,352
Hosting 14,281 8,971
Hardware 6,929 5,184
Training, consultancy and implementation 12,142 6,540
Other support services 14,508 14,069
105,542 86,333
7. Operating profit 
2013 2012
£’000 £’000
The following have been included in arriving at operating profit:
Research and development expenditure 11,136 9,100
Development expenditure capitalised (6,098) (5,330)
Depreciation of property, plant and equipment
– depreciation of owned assets 6,527 4,938
Amortisation of intangible assets
– purchased computer software 162 56
– internally developed computer software 1,876 621
– arising on business combinations 4,198 2,927
Operating lease rentals
– land and buildings 407 445
– plant and equipment 38 75
The total research and development cost shown above of £11,136,000 (2012: £9,100,000) consists of the direct salary and national insurance costs 
of relevant staff. Software development costs amounting to £6,098,000 (2012: £5,330,000) have been capitalised in accordance with the criteria set 
out in IAS 38.
Total fees payable by the Group during the year to KPMG LLP and to the previous auditor, Baker Tilly, in respect of the audit and other services 
provided were as follows:
2013 2012
KPMG Baker Tilly Baker Tilly
£’000 £’000 £’000
Audit of these financial statements 25 — 18
Amounts payable to the Company’s auditor and associated companies in respect of:
– Audit of the financial statements of subsidiaries of the Company 92 13 48
– Tax compliance services 41 13 17
– Other tax advisory services 38 — 15
– All other services 186 10 32
382 36 130
All other services relate primarily to due diligence costs in relation to the Ascribe acquisition.
Notes to the financial statements continued
for the year ended 31 December 2013 STRATEGIC REPORT
61
FINANCIAL STATEMENTS GOVERNANCE
8. Finance income 
2013 2012
£’000 £’000
Bank interest 20 45
Other interest — 9
20 54
9. Finance costs
2013 2012
£’000 £’000
Bank loan interest 229 100
Exchange loss — 14
Amortisation of bank loan issue costs 33 16
262 130
10. Employees
2013 2012
Number Number
The average monthly number of people (including Directors) employed by the Group during the year was as follows:
– management and administration 113 99
– software support and development 730 581
– sales, maintenance and training 445 388
– others 68 48
1,356 1,116
 
2013 2012
£’000 £’000
Staff costs for above people:
– wages and salaries 43,035 33,870
– social security costs 4,618 3,465
– pension costs – defined contribution plans 462 398
– share incentive plan (note 27) 310 325
– share option expense (note 27) 195 90
48,620 38,148
Dealt with as follows:
– charged in Group statement of comprehensive income 42,522 32,818
– capitalised development costs 6,098 5,330
48,620 38,148 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
62
11. Income tax expense
2013 2012
£’000 £’000
Income tax:
– current tax charge 6,147 5,164
Total current tax 6,147 5,164
Deferred tax:
– current period (1,441) (539)
Total deferred tax (1,441) (539)
Total tax charge in Group statement of comprehensive income 4,706 4,625
Factors affecting the tax charge for the year:
Profit before taxation 24,635 24,059
Profit before taxation multiplied by the average domestic income tax rate in the UK of 23.25% (2012: 24.5%) 5,728 5,894
Tax effects of:
– expenses not deductible for tax purposes 60 133
– research and development enhanced relief (139) (434)
– joint venture/associate reported net of tax 17 (6)
– deferred tax rate change (960) (962)
Tax charge for the year 4,706 4,625
In the UK, the Finance Act 2013, which was substantively enacted on 2 July 2013, included legislation reducing the main rate of corporation tax from 
23% to 21% from 1 April 2014 and to 20% from 1 April 2015. The impact of these changes on the deferred tax balances of the Group is included 
in the tax charge. 
The new research and development credit (RDEC) scheme was also substantively enacted on 2 July 2013. This allowed UK companies to adopt 
the RDEC on qualifying expenditure incurred since 1 April 2013, instead of the existing super-deduction rules. These financial statements assume 
that the election will be made and therefore an RDEC of £255,000 has been recognised in operating profit. Previously tax credits in this area have 
been recognised as a component of the income tax charge.
12. Earnings per share (“EPS”)
The calculation of basic and diluted earnings per share is based on the following earnings and numbers of shares:
2013 2012
Earnings £’000 £’000
Basic earnings attributable to equity holders 19,391 18,932
Exceptional transaction costs 1,144 435
Development costs capitalised (6,098) (5,330)
Amortisation of development costs and acquired intangible assets 6,074 3,604
Tax and non-controlling interest effect of above items (287) 249
Adjusted earnings attributable to equity holders 20,224 17,890
2013 2012
Number Number
Weighted average number of ordinary shares ’000 ’000
Total shares in issue 59,946 58,550
Held as own shares in Treasury by Employee Benefit Trust (506) (381)
For basic EPS calculations 59,440 58,169
Effect of potentially dilutive share options 114 79
For diluted EPS calculations 59,554 58,248
Notes to the financial statements continued
for the year ended 31 December 2013 STRATEGIC REPORT
63
FINANCIAL STATEMENTS GOVERNANCE
12. Earnings per share (“EPS”) continued
2013 2012
Earnings per share Pence Pence
Basic 32.6 32.5
Adjusted 34.0 30.8
Basic diluted 32.6 32.5
Adjusted diluted 34.0 30.7
13. Dividends
2013 2012
£’000 £’000
Final dividend for the year to 31 December 2011 of 6.2p — 3,618
Interim dividend for the year to 31 December 2012 of 7.1p — 4,117
Final dividend for the year to 31 December 2012 of 7.1p 4,120 —
Interim dividend for the year to 31 December 2013 of 8.0p 5,026 —
9,146 7,735
A final dividend for the year to 31 December 2013 of 8.0p amounting to approximately £5,030,000 will be proposed at the Annual General Meeting 
on 30 April 2014. If approved, this dividend will be paid on 2 May 2014 to shareholders on the register on 11 April 2014. The dividend is not accounted 
for as a liability in these financial statements and will be accounted for as an appropriation of revenue reserves in the year to 31 December 2014.
14. Goodwill
Group £’000
Cost and net book value
As at 1 January 2012 and 31 December 2012 21,951
Acquisition of businesses (note 32) 38,184
As at 31 December 2013 60,135
Goodwill is allocated to the Group’s cash-generating units (CGUs) as follows:
2013 2012
£’000 £’000
EMIS 15,853 15,853
Rx Systems 6,756 6,098
Digital Healthcare 2,470 —
Ascribe 35,056 —
60,135 21,951
Impairment tests for goodwill
Each allocation is tested annually for impairment and, to confirm that no impairment of the goodwill is necessary, management has compared 
the carrying value to the value in use. Goodwill generated on acquisitions in the year has not yet been tested for impairment, but will be tested 
at the next annual assessment date.
The value in use for each allocation of the existing goodwill has been calculated using internal Group budgets for the two years ending 31 December 2015 
to forecast pre-tax cash flows from each CGU. These cash flows have then been extrapolated for a further three years assuming average annual growth 
rates of 3.5% for EMIS (2012: 3.5%) and 4.0% for Rx Systems (2012: 4.0%), until 31 December 2018 and then 1% for both EMIS and Rx Systems in 
perpetuity. The pre-tax cash flows for the five year period have been discounted back to 31 December 2013 using a discount factor of 9% in relation 
to EMIS (2012: 9%) and 13% for Rx Systems (2012: 13%). The exercise has confirmed that there has been no impairment. Sensitivity analysis has 
been performed on the assumptions and this continued to indicate that no impairment was required. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
64
15. Other intangible assets
Computer
Computer Computer software
software software acquired on
purchased developed business Customer
externally internally combinations relationships Total
Group £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2012 — 10,709 8,797 18,864 38,370
Additions 521 5,330 — — 5,851
At 31 December 2012 521 16,039 8,797 18,864 44,221
Additions 524 6,098 25,327 10,653 42,602
At 31 December 2013 1,045 22,137 34,124 29,517 86,823
Accumulated amortisation and impairment
At 1 January 2012 — 158 5,202 4,419 9,779
Charged in year 56 621 1,558 1,369 3,604
At 31 December 2012 56 779 6,760 5,788 13,383
Charged in year 162 1,876 2,498 1,700 6,236
At 31 December 2013 218 2,655 9,258 7,488 19,619
Net book value
At 31 December 2013 827 19,482 24,866 22,029 67,204
At 31 December 2012 465 15,260 2,037 13,076 30,838
At 1 January 2012 — 10,551 3,595 14,445 28,591
The accounting policy for intangible assets is set out in note 2.8. The remaining average amortisation period for software developed internally is five years 
(2012: six years). At 31 December 2013 software acquired had a remaining amortisation period of less than one year for both EMIS and Rx Systems. 
The amortisation period for software acquired during the year from the Ascribe and Digital Healthcare acquisitions is eight years. Customer relationships 
have a remaining amortisation period of ten years (2012: eleven years) for EMIS and seven years (2012: eight years) for Rx Systems. The amortisation 
period for software acquired during the year from the Ascribe and Digital Healthcare acquisitions is ten years.
Notes to the financial statements continued
for the year ended 31 December 2013 STRATEGIC REPORT
65
FINANCIAL STATEMENTS GOVERNANCE
16. Property, plant and equipment
Fixtures.
Land and Computer fittings and Motor
buildings equipment equipment vehicles Total
Group £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2012 5,453 11,954 1,592 3,904 22,903 
Additions 1,126 8,661 610 2,094 12,491
Disposals — (4) — (749) (753)
At 31 December 2012 6,579 20,611 2,202 5,249 34,641
Additions 1,753 5,799 219 632 8,403
Acquisition of businesses 208 561 44 — 813
Disposals — (35) (14) (793) (842)
Exchange differences (4) (12) (4) — (20)
At 31 December 2013 8,536 26,924 2,447 5,088 42,995
Accumulated depreciation and impairment
At 1 January 2012 307 6,170 667 923 8,067 
Charged in year 205 3,526 217 990 4,938
On disposals — (1) — (507) (508)
At 31 December 2012 512 9,695 884 1,406 12,497
Charged in year 266 4,847 260 1,154 6,527
On disposals — (35) (14) (574) (623)
Exchange differences (3) (10) (3) — (16)
At 31 December 2013 775 14,497 1,127 1,986 18,385
Net book value
At 31 December 2013 7,761 12,427 1,320 3,102 24,610
At 31 December 2012 6,067 10,916 1,318 3,843 22,144
At 1 January 2012 5,146 5,784 925 2,981 14,836 
Included within property, plant and equipment are assets (“contract assets”) allocated to the data centre hosting services contract (see note 2.6 
Revenue recognition for further details) with an original cost of £18,006,000 (2012: £12,693,000) and accumulated depreciation of £9,910,000 
(2012: £6,669,000), including depreciation of £3,241,000 (2012: £2,589,000) charged in other operating expenses in the year. The net book 
value of these assets amounts to £8,096,000 (2012: £6,024,000). 
17. Investments in subsidiaries
Company £’000
Cost and net book value
As at 1 January 2012 and 31 December 2012 48,165
Acquisition of businesses 23,076 
As at 31 December 2013 71,241  EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
66
17. Investments in subsidiaries continued
Details of the principal subsidiary companies are as follows:
Country of %
Nature registration of issued ordinary
of operations and operation shares held
Egton Medical Information Systems Limited (EMIS) Primary & Community Care 
Software and Support Services
England 100*
Rx Systems Limited Community Pharmacy 
Software and Support Services
England 78.9*
Digital Healthcare Limited Secondary & Specialist Care 
Software and Support Services
England 100*
Digital Healthcare Inc. Secondary & Specialist Care 
Software and Support Services
USA 100
Ascribe Group Limited Holding company England 100*
Scroll Bidco Limited Holding company England 100
Ascribe Limited Secondary & Specialist Care 
Software and Support Services
England 100
Ascribe Holdings Limited Holding company England 100
ASC Computer Software PTY Limited Secondary & Specialist Care 
Software and Support Services
Australia 100 
* Held directly by EMIS Group plc.
All subsidiary undertakings are included in the consolidated financial statements of the Group.
18. Investment in associates and joint venture
Associates
2013 2012
Group £’000 £’000
Associates
As at 1 January 2,740 2,742
Share of result for year 20 (2)
As at 31 December 2,760 2,740
The results above relate to Pharmacy 2U Limited (P2U), an unlisted company incorporated in the UK in which the Group has a 20% ownership 
and voting interest. The principal activity of P2U is the operation of an internet mail order pharmacy.
Aggregate amounts relating to P2U are as follows:
2013 2012
£’000 £’000
Non-current assets 2,748 2,843
Current assets 3,697 4,084
Current liabilities (3,014) (3,638)
Revenues 16,589 17,717
Profit/(loss) before taxation 117 (12)
Profit/(loss) after taxation 100 (10)
The Group’s other associate in the year, Multepos Computer Systems Limited, became a full subsidiary of the Group on 14 January 2013 when the 
Group acquired the 75% of share capital which it did not already own. It subsequently hived up its trade, assets and liabilities into Rx Systems Limited. 
Joint venture
Healthcare Gateway Limited (HGL) is a joint venture formed with In Practice Systems Limited. Its purpose is to enable the sharing of patient data 
via a medical interoperability gateway. 
The Group has a 50% interest in the ordinary share capital of HGL, acquired on formation for £1. The venture has to date been funded by loans 
from each joint venture party and at 31 December 2013 the Group is owed £373,000 (2012: £291,000).
Notes to the financial statements continued
for the year ended 31 December 2013 STRATEGIC REPORT
67
FINANCIAL STATEMENTS GOVERNANCE
18. Investment in associates and joint venture continued
Aggregate amounts relating to HGL are as follows:
2013 2012
£’000 £’000
Current assets 562 336
Current liabilities (1,012) (609)
Revenues 404 154
(Loss)/profit before taxation (231) 71
(Loss)/profit after taxation (176) 52
Share of (loss)/profit for year (88) 26
The HGL liabilities consist principally of loans owing to the joint venture partners. In these consolidated accounts the Group’s share of the losses 
to date has been set off in the consolidated balance sheet against the amount owing to the Group.
19. Inventories
2013 2012
Group £’000 £’000
Finished goods 1,431 1,243
20. Trade and other receivables
Group Company
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Trade and other receivables 12,031 10,415 — —
Prepayments and accrued income 9,417 4,773 17 2
Loan to Employee Benefits Trust — — 2,379 3,444
Income tax — — 277 170
21,448 15,188 2,673 3,616
21. Credit quality of financial assets
The amounts of the maximum exposure to credit risk at the reporting date are as follows:
Group Company
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Trade and other receivables 12,031 10,415 — —
Cash at bank 4,167 11,107 — 82
16,198 21,522 — 82
No collateral security is held.
Trade and other receivables
Reporting date balances fall within the following categories:
Group
2013 2012
£’000 £’000
UK governmental health bodies 6,577 6,737
Group and independent high street pharmacies 926 1,746
Other third party receivables 4,528 1,932
12,031 10,415 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
68
21. Credit quality of financial assets continued
Trade and other receivables are mainly due one month following the date of the invoice. At the reporting date the aged analysis of trade and other 
receivables is as follows:
2013 2012
 £’000 £’000
December 7,280 7,524
November 2,050 1,027
October and earlier 2,701 1,864
12,031 10,415
Other than trivial amounts, no provision for impairment of trade receivables has been required.
Cash at bank
The Moody’s long-term credit ratings and balances are as follows:
Group
2013 2012
£’000 £’000
A2 1,585 10,555
A3 268 552
Aa2 479 —
Aa3 190 —
Baa2 1,645 —
4,167 11,107
22. Trade and other payables
Group Company
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Trade payables 6,808 6,530 — —
Accrued expenses 5,561 2,935 172 60
Other tax and social security 4,336 2,961 — —
16,705 12,426 172 60
23. Borrowings
2013 2012
Company and Group £’000 £’000
Non-current
Unsecured bank loans 9,756 —
Secured bank loans — 3,000
9,756 3,000
Current
Unsecured bank loans 7,902 —
Secured bank loans — 396
7,902 396
Notes to the financial statements continued
for the year ended 31 December 2013 STRATEGIC REPORT
69
FINANCIAL STATEMENTS GOVERNANCE
23. Borrowings continued
On 13 September 2013 a new bank facility was established, consisting of a £16,000,000 term loan and a £16,000,000 revolving credit facility, 
both bearing an interest rate of 1.60% above LIBOR. At the same time the security over the outstanding mortgage loan of £3,000,000 was released, 
with the repayment date of 31 March 2014 unchanged. Interest on this loan is at 1.75% above LIBOR.
The £16,000,000 term loan is repayable by equal quarterly instalments of £1,000,000, with a final maturity date of 30 June 2017. The revolving credit 
facility is committed until 30 June 2017. At 31 December 2013 £15,000,000 of this facility was undrawn.
Arrangement fees of £370,000 are being amortised over the life of the new facilities.
The financial covenants in place for these facilities are: EBITA interest cover; net debt to adjusted EBITDA senior leverage; and cash flow to senior 
debt cash flow cover.
Excluding unamortised arrangement fees the non-current borrowings of £10,000,000 (2012: £3,000,000) are estimated to have a fair value 
of £10,004,000 (2012: £3,009,000), based on cash flows discounted using a rate based on the borrowing rate of 2.01% (2012: 2.08%).
The fair value of current borrowings approximates to their carrying amount, as the impact of discounting is not significant.
24. Liquidity risk
The following are the contractual maturities of the Group’s borrowings, including estimated interest payments:
Carrying Contractual Less than
amount cash flow 1 year 1–2 years 2–3 years 3–4 years
£’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2013
Trade and other payables due within one year 16,705 (16,705) (16,705) — — —
External borrowings 17,658 (18,569) (8,281) (4,178) (4,094) (2,016)
Contingent acquisition consideration 3,994 (3,994) (3,000) — — (994)
38,357 (39,268) (27,986) (4,178) (4,094) (3,010)
At 31 December 2012
Trade and other payables due within one year 12,426 (12,426) (12,426) — — —
External borrowings 3,396 (3,487) (470) (3,017) — —
15,822 (15,913) (12,896) (3,017) — —
25. Deferred tax
Property Other
plant and Intangible temporary
equipment assets differences Total
Group £’000 £’000 £’000 £’000
At 1 January 2012 (653) (7,434) — (8,087)
Credited to statement of comprehensive income 91 448 — 539
At 31 December 2012 (562) (6,986) — (7,548)
Credited to statement of comprehensive income 357 1,059 25 1,441
Credited to equity — — 6 6
Acquisition of businesses 131 (7,196) 1,687 (5,378)
Exchange differences — — (2) (2)
At 31 December 2013 (74) (13,123) 1,716 (11,481) EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
70
25. Deferred tax continued
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
2013 2012
£’000 £’000
Deferred tax liabilities (13,594) (7,576)
Deferred tax assets 2,113 28
(11,481) (7,548)
26. Share capital and premium
Share
premium
£’000
Ordinary shares of 1p each
Number £’000
At 1 January and 31 December 2012 58,550,017 586 24,767
Shares issued in the year 4,761,379 47 28,497
At 31 December 2013 63,311,396 633 53,264
All issued shares are fully paid. Shares issued in the year relate to the acquisition of Ascribe Group Limited on 16 September 2013 and were issued 
at £6.15 per share. 4,400,000 shares were issued as a result of a vendor placing and 361,379 were issued as consideration to certain vendors of Ascribe. 
Costs of £738,000 relating to the placing have been charged to share premium. At 31 December 2013 the EMIS Group plc Employee Benefit Trust 
held 446,960 shares in the Company (2012: 529,130 shares).
27. Share-based payments
At 31 December 2013 outstanding awards to subscribe for ordinary shares of 1p each in the Company, granted in accordance with the rules 
of the EMIS share option schemes and the EMIS LTIP , were as follows:
At 1 January At 1 January At 31 December
Date of grant 2012 Granted Lapsed 2013 Granted Lapsed 2013
2011 Share Option Plan
11 October 2011 66,225  — (2,370)  63,855  — (1,419)  62,436 
1 October 2012 —  42,130  42,130  — (2,461)  39,669 
2 May 2013 —  —  —  —  5,476  —  5,476 
18 October 2013 —  —  —  —  99,060  —  99,060 
 66,225  42,130 (2,370)  105,985  104,536 (3,880)  206,641 
Weighted average exercise price 528p 812p 528p 641p 660p 708p 649p
Unapproved Option Scheme
11 October 2011 12,298  —  —  12,298  —  —  12,298 
1 October 2012 —  65,500  —  65,500  — (6,000)  59,500 
18 October 2013 —  —  —  —  138,000  —  138,000 
 12,298  65,500  —  77,798  138,000 (6,000)  209,798 
Weighted average exercise price 528p 812p — 767p 656p 812p 693p
EMIS LTIP
29 June 2012 —  400,000  —  400,000  —  —  400,000 
2 May 2013 —  —  —  —  50,000  —  50,000 
 —  400,000  —  400,000  50,000  —  450,000 
Weighted average exercise price — 547p — 547p 710p — 565p
There were no share options exercisable at 31 December 2013.
The parent company operates share option schemes, (the HMRC approved EMIS Group plc 2011 Share Option Plan and the EMIS Group plc 
Unapproved Option Scheme) and an LTIP scheme. Tranches of options have been granted at market value to senior members of management. 
Performance conditions apply to the 2012 and 2013 awards under the Unapproved Option Scheme and the EMIS LTIP .
Notes to the financial statements continued
for the year ended 31 December 2013 STRATEGIC REPORT
71
FINANCIAL STATEMENTS GOVERNANCE
27. Share-based payments continued
Options are conditional on the employee completing three years’ service, other than in certain limited circumstances. The Group has no legal 
or constructive obligation to repurchase or settle any of the options for cash.
The key assumptions used in the valuations are shown below. The fair values of options with performance conditions have been determined using 
the Monte Carlo Model. The fair values of options without performance conditions have been determined using the Black Scholes Model.
 Unapproved Option Scheme LTIP
Grant date 11 October 2011 1 October 2012 18 October 2013 29 June 2012 2 May 2013
Exercise period October 2014 – 
October 2016
June 2015 –
July 2016
July 2016 –
October 2018
July 2015 –
July 2017
July 2015 –
July 2017
Share price at grant date 528p 812p 656p 547p 710p
Expected volatility 36% 30% 35% 30% 30%
Expected life (years) 3 3 3 4 3
Risk-free rate 2.75% 1.00% 1.40% 1.00% 1.00%
Expected dividend yield 2.35% 1.64% 2.20% 2.30% 1.90%
Fair value per option 109p 75p 89p 85p 177p
2011 Share Option Plan
Grant date 11 October 2011 1 October 2012 2 May 2013 18 October 2013
Exercise period October 2014 – 
October 2016
October 2015 – 
October 2017
May 2016 – 
May 2018
October 2016 – 
October 2018
Share price at grant date 528p 812p 730p 656p
Expected volatility 36% 30% 35% 35%
Expected life (years) 3 3 3 3
Risk-free rate 2.75% 1.00% 1.40% 1.40%
Expected dividend yield 2.35% 1.64% 2.20% 2.20%
Fair value per option 109p 153p 157p 141p
The expected volatility assumption is based on statistical analysis of the historical volatility of the Company’s share price.
The Company also operates an HMRC approved Share Incentive Plan, which is open to all UK employees with at least one year’s service. Those 
joining contribute a maximum of £1,500 a year, or 10% of salary, whichever is smaller, which is used to acquire shares in the Company at market price 
from the EMIS Group plc Employee Benefits Trust, which holds shares in the Company to satisfy Share Incentive Plan and other employee share 
scheme requirements.
For every three shares acquired by an employee the Company adds one free “matching” share. The matching shares, together with further free shares 
allocated to members under the scheme during the year, had a value of £310,000 (2012: £325,000).
28. Operating lease commitments
The future aggregate minimum lease commitments under non-cancellable operating leases are as follows:
2013 2012
Group £’000 £’000
Land and buildings
– due within one year 607 327
– due between one and five years 1,174 92
Plant, machinery and motor vehicles
– due within one year 26 27
– due between one and five years 46 22
– due after five years 8 —
1,861 468 EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
72
29. Capital commitments
At 31 December 2013 the Group had capital commitments in respect of motor vehicles amounting to £125,000 (2012: £41,000).
30. Cash generated from operations
Group Company
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Profit/(loss) before taxation 24,635 24,059 (1,942) (1,405)
Finance income (20) (54) — —
Finance costs 262 130 12 116
Share of result of associates (20) 2 — —
Share of result of joint venture 88 (26) — —
Operating profit/(loss) 24,945 24,111 (1,930) (1,289)
Adjustment for non-cash items:
Amortisation of intangible assets 6,236 3,604 — —
Depreciation of property, plant and equipment 6,527 4,938 — —
Share-based payments 195 90 — 90
Operating cash flow before changes in working capital 37,903 32,743 (1,930) (1,199)
Changes in working capital:
(Increase)/decrease in inventory (174) 179 — —
Decrease/(increase) in trade and other receivables 1,132 (3,191) (15) —
(Decrease)/increase in trade and other payables (177) 3,282 112 (7)
Increase/(decrease) in deferred income 41 (281) — —
Cash generated from operations 38,725 32,732 (1,833) (1,206)
31. Change in net (debt)/cash
2012 Cash flow 2013
Group £’000 £’000 £’000
Cash and cash equivalents 11,107 (6,940) 4,167
Bank loans due within one year (396) (7,506) (7,902)
Bank loans due after one year (3,000) (6,756) (9,756)
Net cash/(debt) 7,711 (21,202) (13,491)
32. Business combinations
On 14 January 2013 the Group acquired the 75% of share capital of Multepos Computer Systems Limited (Multepos), which it did not already own, 
to enable further expansion of electronic point-of-sale services to the community pharmacy customer base. Multepos had not previously been 
consolidated as it was not material to the financial statements.
On 3 August 2013 the Group acquired 100% of the share capital Digital Healthcare Limited, a leading provider of diabetic eye screening software 
and services, giving the Group a strong position in a niche market adjacent to the Group’s core presence in GP and community pharmacy systems.
On 16 September 2013 the Group completed the acquisition of 100% of the share capital of Ascribe Group Limited (Ascribe), a well-established 
software and IT services provider to the UK’s secondary healthcare market, giving the Group a significant market position in several areas strategically 
adjacent to but not overlapping with its existing core offerings.
These acquisitions are consistent with EMIS Group’s strategy of providing integrated cross-organisational healthcare systems.
Notes to the financial statements continued
for the year ended 31 December 2013 STRATEGIC REPORT
73
FINANCIAL STATEMENTS GOVERNANCE
32. Business combinations continued
The provisional fair values of the net assets acquired, consideration paid and goodwill arising on these transactions is shown in the table below.
Digital
Multepos Healthcare Ascribe Total
Group £’000 £’000 £’000 £’000
Goodwill 658 2,470 35,056 38,184
Intangible assets acquired:
– Computer software — 1,011 24,316 25,327
– Customer relationships — 1,711 8,942 10,653
Property, plant and equipment 3 22 788 813
Inventories 8 6 — 14
Trade and other receivables 61 754 7,198 8,013
Cash and cash equivalents 103 1,837 3,031 4,971
Trade and other payables (67) (852) (3,404) (4,323)
Deferred income — (1,525) (8,030) (9,555)
Deferred tax — (544) (4,832) (5,376)
Total net assets 766 4,890 63,065 68,721
Consideration:
Cash consideration 766 4,890 56,849 62,505
New share capital issued to vendors — — 2,222 2,222
Contingent consideration — — 3,994 3,994
Total consideration 766 4,890 63,065 68,721
Cash and cash equivalent balances acquired (103) (1,837) (3,031) (4,971)
New share capital issued to vendors — — (2,222) (2,222)
Contingent consideration — — (3,994) (3,994)
Net proceeds from share placing — — (26,322) (26,322)
Net cash cost of acquisition 663 3,053 27,496 31,212
Goodwill relates principally to the experienced staff within the business.
Provisional fair values of assets and liabilities represent the best estimate of the fair values at the dates of acquisition. As permitted by IFRS 3 (Revised) 
‘Business Combinations’, these provisional amounts can be amended for a period of up to 12 months following acquisition if subsequent information 
becomes available which changes the estimates of fair values at the dates of acquisition.
Since acquisition the contribution of the acquired businesses to Group revenue and Group adjusted operating profit has been: Multepos £730,000 
and £102,000; Digital Healthcare £1,309,000 and £200,000; and Ascribe £7,188,000 and £622,000.
Had all acquisitions occurred on 1 January 2013 the revenue and adjusted operating profit for the year would have been: Multepos £762,000 
and £107,000; Digital Healthcare £3,249,000 and £348,000; and Ascribe £24,927,000 and £3,037,000.
Contingent consideration for the Ascribe acquisition consists of payments of up to £3,000,000 contingent upon Ascribe achieving certain key operational 
and financial milestones in the 12 month period post acquisition. A further £994,000 is contingent on the realisation of a specific tax claim, to the extent 
that the Group is able to realise such claim for cash within an agreed timeframe.
Of the total Ascribe consideration, £40,400,000 was used to discharge all outstanding shareholder loan notes, preference shares and other entitlements 
and £4,600,000 was paid to clear external bank debt (net of certain working capital adjustments). The shareholder loan notes have been replaced with 
repayable on demand loan note instruments between the Company and the relevant Ascribe entities.
In relation to the acquisitions and their financing, costs of £1,144,000 have been expensed in the statement of comprehensive income, £738,000 
of share placing costs have been charged to share premium and £370,000 of bank arrangement fees have been recorded on the balance sheet 
and are being amortised over the life of the Group’s bank facilities. EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
74
33. Pension commitments
Pension contributions of £462,000 (2012: £398,000) represent contributions to various defined contribution schemes operated by the Group. 
In 2014 the pension costs will reflect the obligation to auto-enrol eligible employees across the Group.
34. Related party transactions
Key management compensation
Key management includes Directors (Executive and Non-executive) of the parent and UK subsidiary companies, the Company secretary and certain 
departmental heads. The compensation paid or payable to key management for employee services is shown below:
2013 2012
£’000 £’000
Salaries and other short-term employee benefits 2,966 2,137
Post retirement benefits 154 306
3,120 2,443
2013 2012
Directors’ emoluments £’000 £’000
Aggregate emoluments 995 644
Pension costs – defined contribution plans 49 120
1,044 764
Retirement benefits are accruing to two (2012: four) Directors under defined contribution personal pension schemes.
2013 2012
Highest paid Director £’000 £’000
Aggregate emoluments 288 188
Pension costs – defined contribution plans 17 18
305 206
Other related party transactions
2013 2012
Transactions between the Group and: £’000 £’000
Associate – Pharmacy 2U Limited 
Sales of goods and services in year 29 31
Amounts owed at year end — —
Joint venture – Healthcare Gateway Limited
Sales of goods and services in year 373 7
Amounts owed by related party at year end 373 291
Key management personnel
Sale of motor vehicles at market value — 34
Notes to the financial statements continued
for the year ended 31 December 2013 STRATEGIC REPORT
75
FINANCIAL STATEMENTS GOVERNANCE
Shareholder information
Internet
The Group operates a website which can be found at www.emis-online.com/investors. This site is regularly updated to provide information about 
the Group. In particular, the share price and all of the Group’s press releases and announcements can be found on the site. The annual report and 
accounts will be published on www.emis-online.com/investors. The maintenance and integrity of the website is the responsibility of the Directors. 
The auditor does not consider these matters.
Registrar
Any enquiries concerning your shareholding should be addressed to the Company’s registrar. The registrar should be notified promptly of any change 
in a shareholder’s address or other details: Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham BR3 4TU, tel: 0871 664 0300, 
lines are open 8.30am to 5.30pm Monday–Friday. The registrar’s website is www.capitashareportal.com. This will give you access to your personal 
shareholding by means of your investor code which is printed on your share certificate or statement of holding. A user ID and password will be sent 
to you once you have registered on the site. 
Shareholder security
Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount, or offers of free reports about the Company. 
Details of any share dealing facilities that the Company endorses will be included in Company mailings or on our website. More detailed information 
can be found at www.moneymadeclear.org.uk.
Payment of dividends
Shareholders may find it more convenient to make arrangements to have dividends paid direct into their bank account. The advantages of this are 
that the dividend is credited to a shareholder’s bank account on the payment date, there is no need to present cheques for payment and there is no 
risk of cheques being lost in the post. To set up a dividend mandate or to change an existing mandate, please contact Capita Registrars, our registrar, 
whose contact details appear on this page.
Share dealing services
The sale or purchase of shares must be done through a stockbroker or share dealing service provider. The London Stock Exchange provides a 
“Locate a broker” facility on its website which gives details of a number of companies offering share dealing services. For more information, please visit 
the private investors section at www.londonstockexchange.com. Please note that the Directors of the Company are not seeking to encourage shareholders 
to either buy or to sell shares. Shareholders in any doubt about what action to take are recommended to seek financial advice from an independent 
financial adviser authorised pursuant to the Financial Services and Markets Act 2000.
Share price information
The latest information on the share price is available at www.emis-online.com/investors.
Directors and Advisers
Directors
Executive
C M K Spencer – Chief Executive Officer  
P J Southby – Chief Financial Officer
Non-executive
M K O’Leary – Chairman  
R F Taylor – Non-executive Director
A J McKeon – Non-executive Director  
S D Riddell – Non-executive Director
Company Secretary
C L Farbridge
Company number
06553923 (England and Wales)
Registered Office
Rawdon House 
Green Lane 
Yeadon 
Leeds LS19 7BY
Auditor
KPMG LLP
Chartered Accountants 
1 The Embankment 
Neville Street 
Leeds LS1 4DW
Nominated adviser and broker
Numis Securities Limited 
The London Stock Exchange Building 
10 Paternoster Square 
London EC4M 7LT
Registrars
Capita Asset Services
The Registry 
34 Beckenham Road 
Beckenham BR3 4TU
Financial PR
MHP Communications
60 Great Portland Street 
London W1W 7RT
Legal advisers to the Company
DWF LLP
Bridgewater Place 
Water Lane 
Leeds LS11 5DY
Pinsent Masons LLP
1 Park Row 
Leeds LS1 5AB EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013 WWW.EMIS-ONLINE.COM
76
2013 2012 2011 2010
£’000 £’000 £’000 £’000
Revenue 105,542 86,333 73,238 61,900
Adjusted operating profit
1
26,065 22,820 20,769 18,223
Profit before tax 24,635 24,059 21,435 18,067
Earnings per share – basic 32.6p 32.5p 25.4p 19.8p
Earnings per share – adjusted
1
34.0p 30.8p 27.7p 21.8p
Dividends paid to Company’s shareholders 10,056 8,237 7,248 6,554
Dividends per ordinary share 16.0p 14.2p 12.4p 11.2p
Total equity 104,123 64,065 54,092 46,782
Cash generated from operations
2
32,627 27,402 27,083 20,212
Net (debt)/cash (13,491) 7,711 8,026 1,678
Average number of employees 1,356 1,116 898 791
1.  Excludes exceptional items, capitalisation and amortisation of development costs and amortisation of acquired intangibles. EPS calculations also adjust for the related 
tax and non-controlling interest impact.
2. Stated after deduction of capitalised development costs. 
Group financial summary  EMIS Group plc
Registered Office 
Rawdon House 
Green Lane 
Yeadon 
Leeds LS19 7BY
Tel: 0113 380 3000 
www.emis-online.com
EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013  EMIS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2013