system c
connected care
annual report and ﬁnancial statements for year ended 31 may 2009 system c  annual report and fi nancial statements 2009
 go online to access the
2009 annual report and 
financial statements 
wwwsystemccomannualreport2009
annual report
3 mission and goals
4 financial highlights of the year
5 operating highlights of the year
6 chairman’s report
8 chief executive ofﬁ cer’s review
12 financial review
14 corporate responsibility statement
16 board of directors
18 directors’ report
22 corporate governance statement
26 directors’ remuneration report
30 auditors’ report
financial report
32 group income statement
33 group balance sheet
34 group statement of changes 
 in  shareholders’ equity
35 group cash ﬂ ow statement
36 company balance sheet
37 company statement of changes 
 in  shareholders’ equity
38 company cash ﬂ ow statement
39 notes to the ﬁ nancial statements
75 company information
2 
contents annual report and fi nancial statements 2009  system c
3 
mission and goals
system c aims to be a leader in supporting the evolving health and social 
care agenda by developing world class software delivering effective it 
deployment services and employing innovative consulting solutions
our vision is to use the expertise gained over twenty fi ve years to help 
care providers to transform the delivery of health and social care within 
and outside the uk
remaining
an employer
of choice in 
health and
social care
continued
growth and
fi nancial
success
focusing on
what we do best 
whilst adapting
our solutions to
the needs of
the market
providing
premium and
highvalue
products
and services
our goal is to provide longterm value for all our major stakeholders
this means
system c healthcare plc “system c” a leading supplier of 
health and social care solutions announces its results for the 
year ended 31 may 2009
celebrating its 25th year in 2008 system c specialises in 
the provision of health and social care information systems 
implementation services and consulting
our aim is to help improve care through the effective use of it 
solutions and innovative consulting services
who we are system c  annual report and financial statements 2009
acquisition of bluestar for an 
initial consideration of £04m 
plus up to an additional 
£26m based on demanding 
performance criteria
profit before taxation up 
24 to £41m 2008 
£33m
 
eps up 45 at 372 
pence 2008 256p
acquisition of liquidlogic in july 2009 for an initial 
consideration of £102m based on a net asset 
value of £24m with a deferred consideration of 
up to £4m system c’s entry into the social care 
it market
total dividend increased by 22 to 066p 
for the full year
revenues increased  
by 21 to £219m
2008 £181m
strong cash generation with a 
net cash position as at 31 may 
2009 of £147m 2008 £124m
4 
financial highlights of the year annual report and financial statements 2009  system c
5 
•	strong demand from existing and new
 clients meant that services revenues 
 increased by 25 over the year to £154m   
 the delivery team continued to perform   
 well within the government’ s healthcare it  
 programme working with nhs connecting 
 for health and local service provider   
 clients at the same time the group saw 
 substantially increased demand for 
 deployment and post golive services 
 provided directly to nhs trusts 
 the services team has continued to widen  
 the range of third party products which it   
 can support system c has now deployed 
 over 30 different departmental and  
 trustwide third party solutions across the  
 primary secondary and social care  
 sectors service team members also have  
 direct deployment experience of a further  
 25 systems this wealth of expertise and   
 experience has cemented the company’ s  
 position as a flexible onestop shop for all  
 healthcare it services 
•	200809 saw a considerable expansion 
 in the group’ s product range the major   
 investment in developing next generation 
 products bore fruit with the successful 
 launch of the new medway sigma product  
 suite we have had over a dozen successful  
 deployments of medway sigma this year   
 including patient management maternity  
 and business intelligence systems and the  
 sales pipeline continues to grow 
  
 successful implementations of medway   
 sigma included nottingham nhs 
 treatment centre heatherwood and 
 wexham park hospitals nhs foundation 
 trust and nhs ayrshire and arran 
•	the acquisition of bluestar in may 2009
 brought new and complementary products 
 into the medway suite including igflow 
 a new product allowing trusts to control 
 flows of sensitive information this is 
 already being implemented in nhs trusts  
 across kent bluestar has also brought rfid  
 radio frequency identification to 
 system c a key technological addition to  
 the system c product suite 
•	system c also announced a major contract  
 with nhs connecting for health to design  
 and implement pilot clinical intelligence 
 systems in over a dozen nhs trusts across 
 all ten english strategic health authorities
•	since the year end system c has taken
 the key step in creating the uk’ s first 
 major health and social services supplier 
 with the £142m acquisition of liquidlogic 
 a provider of software and related services 
 to the social care sector system c is now 
 uniquely placed to meet the national drive 
 for high quality integrated care against a 
 backdrop of reduced public spending an 
 ageing population and improving but 
 costly treatments
operating highlights of the year
annual report and financial statements 2009  system c
200809 was another good year across the system c group
5  system c  annual report and financial statements 2009
chairman’s report 
introduction and highlights 
this has been another good year for system c we 
have achieved strong financial growth in a difficult 
economic environment revenues increased by 21 
to £219m an operating profit margin of 16 was 
achieved and the group closed the year with £147m 
cash an increase of £23m on 20078  
we have continued investing in our product range both 
through internal development and through strategic 
acquisition of complementary products and technologies 
the acquisitions of care records and iq systems in the 
previous financial year have been fully integrated and their 
products are now incorporated into the medway suite 
during the last year we successfully deployed over a dozen 
medway systems smoothly on time and within budget 
on the services side the delivery team continued to 
perform well within the government’s healthcare it 
programme for both connecting for health and local 
service provider clients at the same time the group saw 
substantially increased demand for deployment and post 
golive services provided directly to nhs trusts
during the course of the year system c also continued its 
strategic expansion beyond nhs trusts we successfully 
completed the implementation of our medway sigma 
electronic patient record and management system at 
the nottingham nhs treatment centre the largest 
independent sector treatment centre in europe for 
example we signed a fiveyear eprpas contract with a 
wiltshirebased consortium of gps which is pioneering 
government plans to provide selected acute services in 
a community setting we launched our flagship medway 
product suite into the middle east healthcare market   
acquisitions
in may we acquired bluestar uk group ltd a specialist 
developer and supplier of innovative healthcare it 
solutions for a maximum consideration of £3 million 
bluestar’s products include a radio frequency 
identification rfid system for tracking patients and 
equipment an infection control system and the igflow 
information governance product which helps healthcare 
providers manage confidential patient data  
the products are a good complement for medway sigma 
and have already been integrated with and sold alongside 
our existing product range  
 
 
since the yearend system c has completed the 
acquisition of liquidlogic an established provider of it 
solutions to the social care market in the uk for a total 
consideration of up to £142m in cash and shares through 
this acquisition we have created the first health and social 
care it company of significant scale in the uk  
“
“
during the last year we 
successfully deployed over 
a dozen medway systems 
smoothly on time and 
within budget
medway
rfid
medway
ig toolbox
medway
infection control
medway
benchmarking
6 
jim horsburgh annual report and financial statements 2009  system c
7 
in conjunction with the liquidlogic acquisition system c 
successfully raised £120m through a placing of ordinary 
shares in the company in order to fund further expansion 
the placing was undertaken at a small discount to the mid 
market price and we are very pleased to have received 
continued and enthusiastic support for our strategy from 
both our existing shareholder base and from a number of 
new institutional investors
liquidlogic is the fourth acquisition system c has 
completed in the last three years each of these has 
brought to the group complementary products and 
technology clients with a need for the wider group’s 
products and services and people who share our passion 
for health and social care and our drive for efficient 
delivery  we see scope for further acquisitions ahead 
provided they meet our investment criteria and offer the 
promise of good returns to our shareholders
people and the board 
we are primarily a people business our employees are 
dedicated professional and passionate about health and 
social care it is these qualities which have enabled us to 
build and maintain our reputation as a firstrate delivery 
organisation the board would like to take this opportunity 
to thank everyone for the commitment and hard work that 
made the year such a success
we were pleased to have achieved ”best company” status 
category under the sunday times “best companies” 
criteria again this year  we take our responsibilities to our 
staff extremely seriously and we are delighted to see our 
efforts recognised again this year
system c is also committed to high standards of corporate 
governance as an aimlisted group we are not bound by 
the combined code on corporate governance but have 
voluntarily adopted many of the provisions of the code
dividends 
the board is recommending a final dividend of 044p 
giving a total dividend of 066p for the year this represents 
an increase of 22 on 2008 and reflects the strong financial 
performance and cash generation of the business  
if approved by the shareholders at the annual general 
meeting on 3 november 2009 the final dividend will be 
paid on 9 november 2009 to those shareholders on the 
register on 9 october 2009
current trading and outlook 
this is a time of considerable political and economic 
upheaval and there is no doubt that leaner times are 
ahead for the nhs however we believe that system c 
is in a very good strategic position to help the nhs with 
its changing priorities  we have had a good start to the 
new financial year and we are on target to achieve another 
good performance in 200910  
the government’s drive towards the provision of high 
quality services within tightening budgets offers further 
opportunities to the group across the board 
system c’s products and services have been designed in 
order to help manage change and introduce efficiency in 
healthcare provision this includes our traditional patient 
management and clinical systems as well as the healthcare 
improvement business that we have been growing over 
the last year  
at the same time the national programme for it is 
introducing secondary care systems of choice for the 
three southern strategic health authorities allowing 
trusts to choose from a wider range of centrally funded 
computer systems this is an interesting development 
which is expected to speed up the deployment of acute 
community and mental health systems in the south and is 
expected to generate substantial opportunities both for 
system c’s products and for its deployment services
finally at a time when the government is exhorting 
health and social care services to work much more closely 
together system c has by acquisition become the uk’s 
first major health and social services supplier 
jim horsburgh 
chairman 
24 september 2009 system c  annual report and financial statements 2009
introduction
in 2006 we put in place a detailed strategy to 
broaden the capability of the system c group 
through a longterm investment programme aimed 
at delivering sustained profitable growth at its 
core is the need to drive organic growth through 
the development of new products and services and 
to support that organic growth with an ongoing 
programme of acquisitions 
it is a strategy which delivered for us again in 20089 
we have been successful in anticipating the direction 
of travel of the healthcare it sector and in developing 
innovative products and services to meet the 
increasingly complex requirements of our customers 
services  worldclass delivery capability and capacity
our investment programme for our services division has 
focused on the continued development of high calibre 
and adaptable delivery teams capable of working in a 
range of care settings and with a wide range of products 
in 20089 we consolidated our position as the deployment 
partner of choice the services team continued to widen 
the number of third party products which it can support 
and to establish system c as a flexible onestop shop 
for all healthcare it services we have now successfully 
deployed over 30 different departmental and trustwide 
third party solutions and service team members have 
direct deployment experience of a further 25 systems 
this breadth makes us unique in our market  
 
services growth has come from new and existing clients 
including private sector healthcare providers individual 
nhs trusts connecting for health and local service 
providers working under the government’s healthcare it 
programme we witnessed particularly high demand for 
our specialist clinical delivery teams our clinical content 
team for example has worked with hundreds of clinicians 
in complex clinical settings strong demand helped the 
services team grow significantly over the year and the 
workforce is continuing to grow further in 200910 
our healthcare consulting team previously operating as 
perigon consulting also had a good year  
it successfully completed a number of highprofile clinical 
and service change programmes covering areas such as 
patient access commissioning and contracting  
a typical project involved redesigning outpatient services 
for a major london acute trust in addition to eliminating 
breaches of the 18week waiting target outcomes 
included a 20 reduction in staff sickness a 90 drop 
in patient complaints and a 30 drop in patient ‘did not 
attend’ rates  
engage workforce and patients rce
excite and
energise teams
process flows safely
designed around clinical
and business need
learning from a
blend of improvement 
methodologies
organisationally align
business practice
with policy
review and evaluate
current systems
evidence based
evaluation and audit
e
x
p
l o
r
e
“
“
looking forward we are 
confident of further growth
the explore model  our unique healthcare  
consulting methodology
chief executive officer’s review 
8 
dr ian denley annual report and fi nancial statements 2009  system c
9 
we have supported this organic growth in services with 
two recent acquisitions both of which bring us new skills 
and new clients the acquisition of bluestar has taken 
us into the growing fi elds of pathology and diagnostic 
services modernisation and project support similarly 
the very recent acquisition of liquidlogic will support 
expansion of the services we offer across both the health 
and social care sectors 
products  new technologies for changing markets
the investment programme for our products division 
has focused on the continued development of our next 
generation medway sigma product suite this investment 
has involved both internal software development and the 
strategic acquisition of complementary products 
and technologies
medway sigma is a modular electronic patient records 
system which makes use of the most uptodate 
technologies and software development tools 
the system is based on the microsoft platform by using 
the latest technologies system c is able to develop 
attractive and highlyusable new functionality quickly and 
cost effectively 
we launched medway sigma early in 2008 and since then 
have had over a dozen successful deployments of the 
system including patient management clinical maternity 
and business intelligence systems the system is very well 
received by users and our sales pipeline continues to 
grow revenues within the products division grew by 13 
to £65m driven through organic growth
in 20078 we acquired iq systems services ltd and care 
records ltd iq provided us with advanced scheduling 
and theatre management systems for the private sector 
and care records provided us with complex clinical 
workfl ow tools the integration of these technologies and 
their respective software teams has now been completed 
successfully
the acquisition of bluestar in may 2009 brought new 
and complementary products into the medway suite 
including rfid radio frequency identifi cation a key 
technological addition to many of our products allowing 
clients to track patients equipment and documentation 
in real time other bluestar products include igflow a 
new product allowing trusts to control fl ows of sensitive 
information this product is already being implemented 
by a consortium of nhs trusts across kent 
in may 2008 system c was one of a handful of suppliers 
to secure a major additional services capability and 
capacity contracts ascc framework agreement with 
the government for a wide range of products including 
our fl agship patient administration system these four
year contracts will give nhs organisations and other 
nhsfunded establishments a faster and easier way of 
procuring it systems and services from suppliers who 
have demonstrated experience in the health sector 
we regard this as a key strategic development for the 
group  the group has already won two ascc contracts 
and we anticipate winning more as this new procurement 
process picks up speed the national programme for it 
recently announced that three southern strategic health 
authorities comprising 52 nhs trusts could go ahead 
and procure pas and clinical care systems of choice from 
holders of the framework agreement  this development 
will have the effect of accelerating deployments in the 
south providing system c with signifi cant product and 
services opportunities 
                                                                                                  
clinical dashboard examples within our medway sigma 
business intelligence module system c  annual report and financial statements 2009
acquisitions
our strategy is to identify acquisition opportunities  
which meet our investment criteria and provide  
system c with new clients in related markets andor 
strategic technologies for use within our medway sigma  
product range 
this was the rationale behind our acquisition of bluestar 
in may 2009 and liquidllogic in july 2009 both of which 
have developed strong wellregarded products that meet 
the complex requirements of the health and social care 
sectors respectively  
key performance indicators kpis 
the directors believe that the kpis of the business are 
revenues average revenue per head gross margins 
operating profit margins earnings per share and cash 
generation this information is summarised below
 year ended 31 may 2009 2008
 revenue £219m £181m
 average revenue per head
1
 £106311 £101685
 gross margin
2
 56 55
 margin on profit from operations
3
 16 13
 basic eps 372p 256p
 cash generated from operations £38m £47m
note 1   average revenue per head is defined as the total revenue 
in the year divided by the average monthly number of 
employees
note 2  gross margin is defined as gross profit divided by 
  total revenue
note 3   margin on profit from operations is defined as the profit from 
operations divided by total revenue
the board sets target measures and monitors progress 
against these measures and other operational measures 
on a regular basis

chief executive officer’s review 
10  future strategy 
our strategy remains a clear and consistent focus on 
achieving profi table growth while investing in the
longerterm core assets of the business – our expertise 
our employees our clients and our medway sigma 
product range  
to achieve this we need to remain fl exible and adaptable 
and continue delivering innovative and creative solutions 
to clients 
this is particularly important as we square up to the 
signifi cant challenges facing the uk economy and the 
nhs the healthcare sector is charged with delivering 
considerable effi ciency savings and the new watchwords 
are quality prevention and innovation at the same time 
the shift away from a command economy and a culture 
of targets is being replaced by an emphasis on providing 
services which are sensitive to local needs  all this places 
a premium on sensitive timely secure and high quality 
information and on systems and processes that save 
money and improve care 
the government has made it clear that another theme of 
the coming months will be the integration of health and 
social care the emphasis will be on close collaboration 
to keep people out of hospital and help them lead happy 
and full lives  our investment in liquidlogic refl ects our 
strong belief in this convergence  
looking forward we are confi dent of further growth 
system c’s products have been designed in order to help 
manage change and introduce effi ciency in healthcare 
and social care provision we believe that the drive 
towards high quality services within tightening budgets 
offers both product and consulting opportunities for 
the group  
11  system c  annual report and financial statements 2009
the system c group has achieved a year of strong 
growth in both its products and services divisions 
with group revenue up by 21 to £219m 2008 
£181m profit from operations rose by 43 to 
£34m 2008 £24m and earnings per share grew by 
116p to 372p per share 2008 256p  
revenue
the group delivered total revenues of £219m an 
increase of £38m this was driven by organic growth 
within both the services and product divisions as 
illustrated below 
 year ended 31 may  2009 2008 
 system c products £65m £58m
 system c services £154m £123m
 total group revenue £219m £181m
 gross profit £122m £101m
 profit from operations £34m £24m
 net financial income £07m £09m
 profit before tax £41m £33m
 tax £09m £11m
 profit after tax £32m £22m
 basic eps  372p 256p
we continued to focus on expansion of our client 
base within the public and private sectors during the 
year we delivered further core phases of the isle of 
man contract as well as the first phase of our clinical 
intelligence deployment the services division has also 
been expanding the work it undertakes directly for nhs 
trusts as a complement to the group’s core local service 
providers and central government contracts
gross margin 
gross margin remained at circa 56 broadly in line with 
the prior year
profit from operations 
profit from operations was £34m a 43 increase on 2008 
£24m the increase in revenues and gross margins 
combined with the continued control of operating costs 
has led to an increase in the margin on profit  
from operations to 16 from 13 in 200809
the growth in overall research and development 
expenses reflects the acceleration in investment in the 
medway product range the administrative expenses 
were largely contained with only a 5 increase which 
principally reflected increased bidding costs across  
the group 
the group continues to focus on ensuring that the core 
cost base is maintained at an appropriate level
net financial income 
interest receivable on customer contracts relates mainly 
to our long term contracts where an element of the 
charge includes a recovery for finance costs interest 
receivable also includes interest generated on our 
cash balances 
financial review 
“
“
we continued to focus on 
expansion of our client base 
within the public and private 
sectors
12 
andrew coll annual report and fi nancial statements 2009  system c
13 
the interest receivable on cash balances declined this 
year as the interest rates on deposits fell due to the 
economic situation
taxation
the taxation charge for 200809 was £09m equating 
to 22 of pbt refl ecting the benefi t of research and 
development tax credits
earnings per share
basic earnings per share increased to 372p 2008 256p 
the weighted average number of shares during the 
period used for the eps calculation was 87289846
2008 87243442
dividends
an interim dividend of 022p 2008 018p was declared 
and paid during the year the board proposes a fi nal 
dividend of 044p 2008 036p per share bringing the 
total for the year to 066p per share 2008 054p
cash and treasury
  2009  2008
  £m  £m
 cash generated from operations 38 45
 net fi nancial income 08 07
 acquisition of subsidiaries 05 18
 capital expenditure  13 06
 net cash inﬂ ow before
 fi nancing activities 28 28
 financing activities 05 09
 net cash inﬂ ow 23 19
the group continued to generate strong cashfl ow with 
net cash generated from operating activities of £38m 
2008 £45m
on 5 may 2009 the group acquired bluestar uk group 
ltd the total cash outlay in the year for this acquisition 
was £04m further consideration of up to £26m may be 
payable over three years dependent on the achievement 
of demanding performance criteria
on 15 july 2009 the group acquired liquidlogic ltd for 
an initial cash consideration of £102m the acquired net 
asset value of £24m including £23m of cash 
further consideration of up to £4m may be payable 
under the terms of a one year performancerelated earn 
out arrangement  
in conjunction with the liquidlogic acquisition the 
group undertook a placing in which £12m was raised 
through the issue of a further 25 million ordinary shares 
in system c healthcare plc at 48p this was approved 
by shareholders on monday 3 august 2009 and the 
formal admission to the aim market took place on 
5 august 2009
annual report and fi nancial statements 2009  system c
 net cash inﬂ ow 23 19
the group continued to generate strong cashfl ow with 
net cash generated from operating activities of £38m  system c  annual report and financial statements 2009
people 
system c is a business based on people from the 
teams that design and deliver our products and 
services to the patients that ultimately benefit from 
them we place a very high priority on the impact that 
we have as a business on our staff and on the health 
and social care customers and communities that we 
serve both directly and indirectly
employee recruitment and retention  
we recognise that our success is founded upon the 
commitment dedication and expertise of our employees 
our employment policy focuses on recruiting and 
retaining highcalibre candidates who have the 
appropriate skills to complement our organisational 
culture and values it is essential for all our staff to have a 
real affinity with the requirements of the modern nhs
we understand that to achieve the most from our 
employees they must receive the best support 
encouragement and supportive environment possible 
personal development and employee wellbeing are of 
paramount importance to the group
system c operates a comprehensive system of staff 
development and appraisal and this process is intended 
to benefit both the individual and the group this ensures 
that employee contributions and performance are 
measured recognised and followed up with appropriate 
development and career advancement  
we have implemented a dedicated training and 
development strategy to benefit all our staff in addition 
we have a number of ‘wellbeing’ and knowledge sharing 
initiatives amongst teams and groups from across the 
organisation to facilitate wellmotivated and  
wellinformed teams of people and a supportive 
environment system c is accredited under the investors 
in people “iip” scheme providing external recognition 
for our commitment to training and development 
equal opportunities 
we are committed to providing equal opportunities for 
all employees and applicants for employment and to 
promote an employment environment that is free from 
discrimination and harassment 
employee equity participation 
we believe in the principle of employee equity 
participation subject to the relevant share dealing 
guidelines and rules a number of employees have an 
interest in the shares of system c either directly  
or indirectly through share options and since the  
flotation of system c in june 2005 through the  
sharesave schemes
employee communication and consultation
we are committed to providing timely appropriate and 
accurate communications to our staff on an equitable 
basis several initiatives are in place to facilitate 
information sharing and communication including 
internal events newsletters and bulletins and employee 
satisfaction surveys
“
“
personal development and 
employee wellbeing are of 
paramount importance to  
the group
corporate responsibility statement 
14 
jane conner annual report and financial statements 2009  system c
15 
health and safety 
we are committed to ensuring the highest standards 
of health and safety for all our employees the group 
recognises its duty to comply with the health and 
safety at work act 1974 and the management of health 
and safety at work regulations 1999 employees are 
made aware of their responsibilities in terms of health 
and safety and we work together to ensure a safe and 
productive environment is available to employees 
whether they are based in one of system c’s offices 
travelling between sites working at customer locations  
or elsewhere
environmental  
whilst our activities have a low impact on the 
environment we believe that operating in a socially and 
environmentally conscious manner is an important part of 
the way we do business in order to conserve resources 
and reduce the impact of the group’s operations on its 
surroundings system c adheres to an environmental 
policy which is regularly updated and communicated to 
all employees 
key areas of this policy are
•		to store waste safely and securely and ensure it is
 handled by an authorised agent
•	 	 to recycle resources where possible and ensure that 
recycling facilities are made available to all office
based staff indeed a key product that we provide is 
the introduction of paperless records in hospitals a 
feature which of course lessens the need for recycling
• 	 	 to seek to meet and exceed the requirements 
 of iso 14001 
quality management system 
at the heart of our business is a commitment to quality in 
every aspect of our operations we work to fully certified 
quality standards including standards for software 
design and development documentation project 
management implementation training and support 
the working processes surrounding these standards are 
fully documented and published on the group intranet 
and a fulltime quality manager ensures our adherence 
to quality standards system c has enterprisewide 
accreditation to iso 9001 and tickit standards 
and its training academy holds the institute of it  
trainers accreditation
social and ethical 
we have always encouraged an ethos of giving not least 
since we operate in an industry dedicated to caring and 
we employ people who embrace this philosophy  
system c itself donates every year under its own 
programme of annual donations in addition many 
individuals within the organisation undertake and 
participate in charity events for a range of worthwhile 
causes often encouraged and supported financially by 
system c
investors 
following the company’s admission to aim in june 2005 
we have continued to implement procedures that assist 
in the adoption of best practice in terms of reporting 
and communication our website has been enhanced 
to include a section devoted to investors and this will be 
continually updated in 2007 we also adopted ifrs a year 
earlier than required to facilitate a greater comparability 
of our results
suppliers 
our work often involves a great degree of interaction 
with other suppliers and partners and we value a positive 
working relationship our policy is to pay suppliers 
promptly and to seek to foster constructive transparent 
and preferably longterm commercial relationships 
 
dr ian denley 
chief executive officer 
24 september 2009
jane conner
company secretary 
24 september 2009 system c  annual report and financial statements 2009
markus bolton 
sales and strategy director  
aged 52
markus is one of the uk’s leading 
specialists in the development 
and delivery of clinically focused 
enterprisewide patient management 
systems for the nhs he is the original 
architect of the medway electronic 
patient record system has published 
numerous papers and articles on 
healthcare informatics and has advised 
government on nhs it issues markus 
founded system c in 1983 and it 
has since become a uk leader in the 
development and implementation 
of healthcare it solutions at system 
c markus is responsible for sales 
strategy and for developing healthcare 
market opportunities
jane conner 
company secretary and director of 
human and corporate resources 
aged 46
jane joined system c in 1985 she 
is responsible for developing and 
implementing the group’s human 
resources strategy she oversees 
all employee relations including 
recruitment and retention she is also 
responsible for health and safety 
office management and oversees the 
general administration department 
she has held the post of company 
secretary since 1992
jane is not a statutory board director 
of system c healthcare plc
andrew coll
finance director 
aged 38
andrew qualified as a 
chartered accountant with 
pricewaterhousecoopers llp in 
1996 before moving into a senior 
finance position in cable  wireless 
plc in the uk he was seconded to 
undertake overseas strategic finance 
projects in the far east immediately 
prior to joining system c he was 
the chief operating officer of the 
education technology division of 
enterprise plc where he held 
responsibility for commercial and 
financial matters andrew joined 
system c as finance director in 
february 2006 since then he has 
been responsible for all financial 
matters and led on a number of 
key projects including the transition 
from uk gaap to reporting under 
ifrs the realignment of the group’s 
cost base and a wide range of 
commercial negotiations andrew is 
responsible for leading the group’s 
ma strategy has led negotiations 
and the execution of ma corporate 
transactions including the recent 
acquisition of liquid logic and 
subsequent placing 
board of directors
16  annual report and financial statements 2009  system c
17 
1 markus bolton
2 jane conner
3 andrew coll
4 jim horsburgh
5 dr ian denley
6 dr john forrest
7 thomas chambers
8 dr christopher mclaren
jim horsburgh 
nonexecutive chairman 
aged 57
jim has been with system c since 
2000 he was previously senior vice 
president of visio corporation which 
was listed on nasdaq and he played 
a key role in its sale to microsoft 
for approximately 15 billion in 
2000 prior to joining visio jim was 
managing director at the european 
start up central point software 
which was sold to symantec in 1993 
before that he was responsible 
for international marketing and 
business development at lotus 
development jim is responsible 
for leading the board and ensuring 
its effectiveness and moved to the 
role of nonexecutive chairman on 
1 september 2007 jim is currently 
also nonexecutive chairman in two 
other healthcare technology related 
companies 
dr ian denley
chief executive officer 
aged 45
ian has been with system c since 
1997 prior to taking on his current role 
as chief executive officer ian worked 
as director of development where 
he was responsible for the strategic 
direction of the medway product 
range and latterly as director of 
operations where he was responsible 
for the group’s implementation and 
customer support services ian was 
appointed chief executive officer in 
2003 and since then has overseen 
the group’s expansion into the 
professional services market its listing 
on aim and its continued investment 
in healthcare it products ian is 
responsible for the group’s strategic 
operations as well as leading the 
group’s ma strategy he is a member 
of the intellect healthcare council 
and has a phd in human computer 
interaction ian is responsible 
for the strategic and operational 
management of the business
dr john forrest 
nonexecutive director n a r 
aged 66
john joined system c as a non
executive director in february 2005 
he graduated with an ma from 
cambridge university and a dphil 
from oxford university in 1984 he 
joined marconi defence systems as 
technical director and later became 
director of engineering at the 
independent broadcasting authority 
he led the privatisation to create 
the communications company ntl 
becoming its first chief executive 
in 1996 he joined the venture capital 
company 3i plc and served on the 
board and its associated committees 
until 2004 john is deputy chairman 
of surrey satellite technology ltd 
and omniglobe networks ltd 
canada as well as prochancellor of 
the university of surrey john is our 
senior independent director and 
was appointed to the role of deputy 
chairman to the board on  
1 september 2007
thomas chambers  
nonexecutive director n a r  
aged 48
thomas joined system c as a 
nonexecutive director in february 
2005 and is chairman of our audit 
committee until april 2009 he was 
chief financial officer for symbian 
limited provider of operating systems 
for advanced mobile phones having 
arranged the sale to nokia oyj in 
june 2008 prior to symbian thomas 
was the chief financial officer of first 
telecom group plc arranging its 
sale to atlantic telecom group plc in 
2000 thomas was the chief financial 
officer of robert walters plc through 
its listing on the london stock 
exchange in 1996 and its acquisition 
in 1998 by the us nasdaq listed 
staffmark inc and he spent six years 
in ma and corporate finance roles 
with dresdner kleinwort benson 
limited thomas has previously held a 
number of nonexecutive roles and he 
is currently a member of council and 
finance committee of the university 
of surrey he is a fellow of the institute 
of chartered accountants having 
qualified with pricewaterhouse and he 
is an associate of the association of 
corporate treasurers
dr christopher mclaren
nonexecutive director n a r  
aged 75
christopher has been on the board 
of system c since 1988 christopher 
served as deputy chairman of the 
board of system c until 1 september 
2007 when our current senior 
independent director john forrest 
was appointed to the role he has 
an ma from cambridge university 
with first class honours in mechanical 
sciences and is a barrister at law 
he was a business consultant for 
many years and has wide commercial 
experience he was chairman of the 
board of southbank university during 
its formative years of 1989  1999 
chancellor from 1992  1999 and was 
treasurer of the english speaking 
union from 1996 2002 and from 2008 
and honorary secretary from 2005  
he is chairman of the samuel 
courtauld trust
note
n  nomination committee
a  audit committee
r  remuneration committee
1
2
3
4
5
6
8
7 system c  annual report and fi nancial statements 2009
the directors have pleasure in presenting their 
annual report and the audited fi nancial statements 
of the group for the year ended 31 may 2009 
system c healthcare plc the “company” is a public 
company incorporated and registered in england and 
wales whose shares are listed on aim a market of 
that name operated by the london stock exchange 
plc the group consists of system c healthcare 
plc and its wholly owned subsidiaries iq systems 
services limited care records limited bluestar uk 
group ltd and bluestar systems ltd these fi nancial 
statements are presented in sterling the functional 
currency of the group
principal activities review of business and future 
developments
the group’s sole activity during the year was the design 
development and implementation of computer hardware 
and software in the healthcare sector since the year end 
we now provide it solutions to the social care sector 
through the acquisition of liquidlogic ltd
the chairman’s report the chief executive offi cer’s 
review and the financial review give further information 
regarding the performance of the group during the year 
ended 31 may 2009 and the future prospects of 
the business
acquisitions
during the year the company purchased the entire 
issued share capital of bluestar uk group limited 
which is engaged in the design development and 
implementation of computer hardware and software in 
the healthcare sector further details of the acquisition 
are given in note 21
dividends
an interim dividend of 022p per ordinary share was 
declared and paid in the year 2008 018p per 
ordinary share 
the directors have recommended a fi nal dividend of 
044p per ordinary share 2008 036p per ordinary share   
the group’s accounting policy for dividends is set out in 
note 1
directors and their interests
the directors of the group who served during the year 
ended 31 may 2009 all of whom have been directors 
for the whole of the year ended on that date unless 
otherwise stated are listed below
•	 jim horsburgh
•	 dr ian denley
•	 markus bolton
•	 andrew coll 
•	 dr christopher mclaren
•	 dr john forrest
•	 thomas chambers
details of the directors’ interests in the share capital and 
share options of system c healthcare plc are given in 
the directors’ remuneration report
research and development
the board considers that the group’s research and 
development activity plays an important role in the 
operational and fi nancial success of the business
the group continues to commit resources to researching 
potential improvements in electronic patient record 
systems ongoing work includes improvements to 
patient tracking paperless procedures and practices 
and patient safety
system c has invested in the ongoing development of its 
medway software utilising the skills of qualifi ed clinicians 
and software developers expenditure on research and 
development is accounted for as stated in note 1 o to 
the fi nancial statements and the amounts incurred are 
disclosed in note 5 to the fi nancial statements
d
screenshots from medway sigma  our advanced 
clinical and patient managment system
directors’ report 
18  annual report and financial statements 2009  system c
19 
creditor payment policy 
the group has agreed a variety of payment terms with 
its suppliers it is and will remain the policy of the group 
that payments to a supplier are made in accordance 
with the general conditions of purchase agreed with the 
supplier provided the supplier complies materially with 
all relevant terms and conditions and presents invoices 
on a timely basis
the average creditor payment period for the company 
during the year ended 31 may 2009 was 30 days 2008 
21 days
financial risk management and financial instruments 
the group’s policies and strategies in relation to financial 
risk and financial instruments are explained in note 16 to 
the financial statements 
accounting policies in respect of financial instruments 
are detailed in note 16 to the financial statements
business risk factors 
our business is influenced by a number of key risks and 
the financial and operating performance of our business 
can be adversely affected by these risks and other risks 
not mentioned that may be beyond our control 
the board continually reviews risk through its own 
systems and controls and where possible mitigates the 
risks that may impact our business prospects people 
financial results and share price the more significant of 
these risks are described below
public sector spending  political changes 
there has been significant publicity recently regarding 
the tightening of public spending given the current 
economic environment we firmly believe that 
technology is an essential enabler of more effective 
patient care and can lead to considerable economic 
efficiency savings investment in it products services and 
infrastructure is key in helping the health and  
social care markets to achieve strategic objectives as  
well as the detailed targets against which it is  
constantly monitored
nevertheless we acknowledge this remains a risk and in 
order to mitigate against this we have further broadened 
the scope of services activities that we undertake 
invested in new product ranges to address different 
needs within the markets as well as expanding our client 
base which includes central government local trust 
providers social services departments as well as private 
healthcare providers
market procurement 
the national programme for it remains the 
government’s main vehicle for the delivery of 
transformational it to the healthcare sector 
the programme has undergone significant change 
since its inception and there remains speculation as to 
whether this current procurement model will be subject 
to change in the future
we remain committed to the success of the national 
programme and work closely with the lsps nhs 
connecting for health nhs trusts and strategic health 
authorities to achieve the objectives of the programme 
one potential change to the current procurement 
model could be the opening up of the market to greater 
competition to augment the national programme 
through contracts such as the ascc this will allow 
access to a broaderbased supply community and is 
aimed at complementing and supporting the work 
already underway under the national programme for it 
npfit
we believe that we are well positioned given our 
reputation and delivery capability to benefit significantly 
in the medium to long term from a broadening of direct 
suppliers to the nhs and from other changes to the 
procurement model
ability to secure new business 
the key to growth is the ability to secure new business 
we recognise that it is essential to constantly broaden 
our customer base to diminish reliance on one or two 
key customers we have achieved success in broadening 
our client base as detailed in the chief executive officer’s 
review and we will continue to focus on securing 
new business within the nhs the private and social 
care sectors we will strengthen the capabilities and 
experience of our senior team in order to achieve this
 system c  annual report and financial statements 2009
staff retention 
over the past year we have noted increased competition 
to attract the best people with the relevant it healthcare 
experience we are addressing the potential associated 
risks to the business by offering a wide range of 
remuneration benefits by investing in training and 
development and combining this with a focus on the 
individual and their career development  these efforts 
contributed towards the group’s reaccreditation to the 
investors in people scheme in may 2008
delivery 
over many years system c has built a strong reputation 
for the successful delivery of it products and services 
to the healthcare sector our products and services 
operate in intense lifecritical environments and any 
failure to meet contracted commitments andor client 
expectations could damage our reputation and impact 
on our financial resultsposition 
 
to mitigate this risk we monitor our performance 
continuously against contracted commitments and 
expectations and deploy a wide range of experienced 
technical specialists and programme directors to 
evaluate performance we appoint a project board for 
any high risk projects with a combination of resources 
as appropriate from technical delivery finance and 
commercial expertise
client concentration 
a large proportion of our revenue has historically been 
generated from our top five clients and the loss of a 
major client can have a negative impact on revenue  
as demonstrated this year we have focused substantial 
efforts on broadening our client base as well as 
broadening our product range and consultancy 
offerings this has been done in order to mitigate this 
risk going forward
accreditation 
much of our work relies on maintaining accreditations 
to international standards such as the iso9001tickit 
quality assurance standard system c employs a  
fulltime quality manager to ensure adherence to quality 
standards to monitor progress against improvement 
initiatives and to monitor customer satisfaction the 
group has been iso accredited since 1999 and was 
recertified in 2006
acquisitions 
we recognise that selected acquisitions will play a key 
role in future growth of the business as illustrated by the 
recent acquisition of bluestar and liquidlogic there are 
inherent risks in acquiring businesses and we are in the 
process of integrating both companies into the  
system c group in order to ensure that our strategic 
objectives and targets are achieved  

directors’ report 
20  annual report and financial statements 2009  system c
21 
share capital and share issues 
details of share capital and shares issued during the year 
are given in note 17 to the financial statements
employees health safety and environment 
these areas are discussed in detail in the corporate 
responsibility statement
political and charitable donations 
the group made no political donations during the year 
2008 £nil charitable donations amounting to £6790 
were made during the year 2008 £7951 charitable 
donations have been made to a variety of organisations 
but mainly focused in the area of healthcare
post balance sheet events 
details of post balance sheet events are given in the 
financial review and note 24 to the financial statements
directors third party indemity 
the company had provided an indemnity for its directors 
and the secretary which is a qualifying third party 
indemnity for the purpose of the companies act 2006
going concern 
after making appropriate enquiries the directors 
believe that the group and the company has adequate 
resources to continue in operational existence for the 
foreseeable future consequently the directors believe 
that it is appropriate for the consolidated and parent 
company’s financial statements to continue to be 
prepared on the going concern basis
annual general meeting 
the notice convening the annual general meeting to be 
held at brenchley house week street maidstone kent 
me14 1rf at 10am on 3 november 2009 together with 
an explanation of the resolutions to be proposed at the 
meeting is contained in a separate circular  
to shareholders
auditors 
a resolution to reappoint pricewaterhousecoopers  
llp as auditors will be proposed at the annual  
general meeting
by order of the board 
 
 
 
jane conner 
company secretary 
24 september 2009 system c  annual report and financial statements 2009
principles of good governance 
as an entity quoted on aim system c is not required 
to comply with the combined code on corporate 
governance 2006 the “code” however following the 
admission of its shares to aim in 2005 the company has 
adopted many of the best practice provisions contained 
in the code and continues to make considerable 
progress in improving its procedures in this respect
the board strongly believes in providing a framework 
for establishing good corporate governance and 
accountability and has identified the policies and 
procedures described below to support this approach 
the board 
the board has ultimate responsibility and accounatability 
for the group’s operations during the year the board 
comprised the chairman the chief executive officer 
the sales and strategy director the finance director and 
three nonexecutive directors 
during the year 10 board meetings 2 audit committee 
meetings and 4 remuneration committee meetings 
were held there were no meetings of the nominations 
committee held in this financial year the directors 
attended these meetings as follows
 director  board  audit  remuneration  nomination  
  meetings committee committee committee
 jim horsburgh 10 2 4 
 dr ian denley 9   
 markus bolton 10   
 andrew coll 10 2  
 dr christopher mclaren 10 2 4 
 dr john forrest 10 2 4 
 thomas chambers 10 2 4 
the board believes its current structure is appropriate for the scale of the business and enables the group to be 
managed efficiently
the specific responsibilities reserved to the board 
include but are not limited to 
•	 setting strategy and approving an annual budget and  
 mediumterm projections  
•	 reviewing operational and financial performance 
•	 approving any acquisitions divestments and material  
 capital expenditure  
•	 reviewing the group’s systems of financial control and  
 risk management  
•	 ensuring that appropriate management development  
 and succession plans are in place  
•	 reviewing the environmental health and safety   
 performance of the group  
•	 approving appointments to the board and the   
 company secretary  
•	 approving policies relating to ‘directors’ remuneration
 and the severance of director’s contracts and 
•	 ensuring that an appropriate and constructive   
 dialogue takes place with shareholders
corporate governance statement 
22  annual report and financial statements 2009  system c
23 
the board has a procedure through which the directors 
are able to take independent advice at the company’s 
expense in the furtherance of their responsibilities
the directors also have access to the advice and services 
of the company secretary the company secretary 
is responsible for ensuring that board procedures are 
followed and that applicable rules and regulations are 
complied with
the group has adopted a share dealing code for 
directors and senior employees on the same terms as 
the model code appended to the listing rules of the uk 
listing authority
chairman chief executive officer and independent 
nonexecutive directors
different individuals hold the posts of chairman and 
chief executive officer and there is a clear division of 
responsibilities
the chairman is responsible for leading the board and 
ensuring its effectiveness the chief executive officer 
is responsible for running the business and for ensuring 
that accurate timely and clear information is presented 
at the board meetings or when otherwise appropriate
the role of chairman was an executive role throughout 
the year ended 31 may 2007 and up until 31 august 
2007 which was a departure from the code in terms of 
the independence criteria outlined as mentioned in the 
annual reports of previous years the role of an executive 
chairman was deemed appropriate for a period following 
the admission of the company’s ordinary shares to aim  
the requirement for this role is no longer considered 
necessary and following recommendations from the 
nominations committee jim horsburgh assumed the 
role of a nonexecutive chairman on 1 september 2007
the board is balanced by an appropriate nonexecutive 
element all of the nonexecutive directors save for dr 
christopher mclaren by virtue of his significant interest 
in the ordinary shares and his longstanding involvement 
with the company are considered by the board to be 
independent and have no relationships interfering with 
their independent judgment  
professional development 
the chairman is responsible for processes to ensure 
that directors keep their skills and knowledge up to 
date and to encourage their professional development 
the group ensures that adequate time and financial 
resources are available for directors to attend 
appropriate training new directors are encouraged 
to participate in the group’s induction programme 
and to meet senior managers and staff in addition all 
directors are encouraged to attend company events 
and take a proactive role in informing themselves about 
the group through a variety of means including the 
intranet newsletters site visits the business’s events and 
attendance at appropriate stakeholder meetings
relations with shareholders 
the chairman chief executive officer and finance 
director are the principal points of contact for investors 
analysts fund managers media and other interested 
parties access is available to the nonexecutive 
directors if this is required  
meetings with analysts and institutional investors are 
held following the interim and preliminary results 
announcements
the board is kept appraised about shareholder relations 
and has full access to reports from the company’s 
nominated adviser charles stanley and financial public 
relations advisors maitland consultancy
board committees 
the board has established three committees to deal with 
matters in accordance with written terms of reference 
which are available on request from the company 
secretary they are the audit committee a remuneration 
committee and a nominations committee 
a majority of the members of the committees are 
independent nonexecutive directors 
 system c  annual report and financial statements 2009
audit committee 
the audit committee is chaired by thomas chambers 
and also comprises dr christopher mclaren and 
dr john forrest
no members of the committee have any links with 
system c’s external auditors
the audit committee formally meets two times per 
year and otherwise as required the audit committee 
considers all matters relating to financial controls and 
reporting internal and external audits the scope 
and results of the audits the independence and 
objectivity of the auditors and also keeps under review 
the effectiveness of the company’s controls and risk 
management the ultimate responsibility for reviewing 
and approving the annual report and financial statements 
and interim statements remains with the board the 
chairman chief executive officer other directors and 
representatives from the finance function may attend and 
speak at meetings of the audit committee
details of the amounts paid to the external auditors 
during the year for audit and other services are set out in 
note 5 to the financial statements
remuneration committee 
the remuneration committee is chaired by  
dr christopher mclaren and also comprises thomas 
chambers and dr john forrest since the role 
of chairman moving to a non executive position 
jim horsburgh normally attends meetings of the 
remuneration committee
the remuneration committee meets formally at least 
twice each year and otherwise as required
the role of the remuneration committee is set out in 
the directors remuneration report the remuneration 
committee considers all material elements of 
remuneration policy remuneration and incentives 
of executive directors and senior management with 
reference to independent remuneration research 
and professional advice in accordance with the 
combined code
no director is permitted to participate in discussions 
or decisions concerning his own remuneration and 
the remuneration of members of the remuneration 
committee shall be determined in accordance with good 
practice by the remaining board members details of 
directors’ service contracts are provided in the directors’ 
remuneration report
nominations committee 
the nomination committee is chaired by dr john forrest 
and also comprises dr christopher mclaren and thomas 
chambersthe nominations committee has responsibility 
for considering the size structure and composition of the 
board the retirement and appointment of directors and 
will make appropriate recommendations to the board in 
relation to these matters the nominations committee 
meets formally as required
potential candidates to the board are interviewed either 
by the nominations committee or a panel appointed by 
that committee an appointment requires final approval 
by the board prior to an offer being forwarded

corporate governance statement 
24  annual report and fi nancial statements 2009  system c
25 
internal control
in accordance with the guidance of the turnbull 
committee the board accepts responsibility for the 
group’s system of internal control sets appropriate 
policies on internal control seeks regular assurance that 
enables it to satisfy itself that the system is functioning 
effectively and ensures that the system of internal 
control is effective in managing risks in the manner which 
it has approved
the directors continue to review the effectiveness of the 
group’s system of fi nancial and nonfi nancial controls 
including operational and compliance controls risk 
management and the group’s high level internal
control arrangements these reviews include an 
assessment of internal controls and in particular internal 
fi nancial controls
the board views the careful management of risk as a key 
management activity managing business risk to deliver 
opportunities is a key element of all activities these 
business risks which may be strategic operational 
reputational fi nancial or environmental should be 
understood and visible
the board approves the group’s annual budget which
is prepared in the context of the board approved 
business plan 
the board receives monthly fi nancial reports which 
assess performance in comparison with the annual 
budget and in relation to periodic reforecasts 
key performance indicators are regularly reviewed at 
board level and by senior managers responsible for key 
areas of the business
the group has implemented a whistle blowing policy as 
part of its ongoing review of its risk policies
the group does not currently have an internal audit 
function however the board will consider the need to 
create one as the business grows 
annual report and fi nancial statements 2009  system c system c  annual report and financial statements 2009
as an entity quoted on aim system c is not required 
to comply with the directors’ remuneration report 
regulations 2002 notwithstanding this fact the 
board has adopted many of the best practice 
provisions set out in the regulations and accordingly 
has established a number of the policies and 
procedures referred to in this section
remuneration policy 
the remuneration committee makes recommendations 
to the board on the executive remuneration policy and 
determines specific remuneration packages for each of 
the executive directors with the objective of providing 
total remuneration packages that attract retain and 
motivate executive directors of the appropriate calibre 
this policy intends to reward excellent performance 
be commercially competitive and also aims to align the 
interests of the executives with those of shareholders to 
create value
this report sets out the group’s policy on executive 
remuneration the policy may change in future years as 
it is important that it should retain flexibility in view of 
possible changes in the business environment and in 
remuneration practice the policy should also allow for 
any special arrangements which may be necessary in the 
future in order to recruit a director of appropriate calibre 
the principal elements of the executive remuneration 
package are detailed here
basic salary and benefits 
basic salaries and benefits are with the help of 
external consultants where appropriate based on an 
estimate of an appropriate market level for similar 
levels of responsibility and achievement in comparable 
companies salaries and benefits are reviewed annually 
at the start of each financial year or if earlier when an 
individual changes position or responsibility
performance related bonus arrangements 
bonus arrangements are determined by the 
remuneration committee bonus entitlements are 
currently a maximum of 75 per cent of basic salary for 
executive directors and are payable on the basis of a 
sliding scale towards achievement of defined financial 
targets targets are set on the basis of advancing total 
shareholder value
in addition the committee has the discretion to make ad 
hoc bonus payments to reflect special circumstances or 
exceptional performance
the group operates a number of share option schemes 
subject to performance related vesting conditions 
established to provide a continuing incentive for 
executive directors and employees to align their 
interests with those of the shareholders and to ensure 
that the group will attract and retain directors and other 
executives of the highest calibre
further information on the above plans is given in  
note 18 to the financial statements
“
“
the group will attract and retain 
directors and other executives 
of the highest calibre
directors’ remuneration report 
26 
jim horsburgh annual report and financial statements 2009  system c
27 
pensions
the group provides access to a stakeholder pension 
scheme all staff are eligible to join the scheme upon 
commencing employment and the group makes 
matching contributions of up to 6 per cent of pensionable 
pay in relation to certain of the executive directors 
the group makes an equivalent maximum 10 per cent 
contribution into their private pension schemes
directors’ service contracts 
a non executive chairman 
until 1 september2007 jim horsburgh was employed as 
executive chairman on a parttime basis three days per 
week under a service agreement dated 17 october 2001 
as amended by a deed of variation dated 3 november 
2004 the service agreement provided system c with 
the right to place jim horsburgh on garden leave to pay 
him basic salary in lieu of notice and to summarily dismiss 
him in a number of circumstances eg persistent breach 
of the service agreement bankruptcy gross misconduct 
etc as announced from 1 september 2007 jim moved 
into the role of nonexecutive chairman under an 
annual letter of appointment or to expiry of term dated 
1 september 2007 which stipulates a minimum notice 
period of three months in september 2008 jim was re
appointed as nonexecutive chairman for a further  
12 month period jim horsburgh’s annual salary as at  
31 may 2009 was £60000
b executive directors 
the executive directors have entered into service 
agreements under which they are to remain employed on 
an ongoing basis summaries of which are set out below
dr ian denley 
dr ian denley is employed under a service agreement 
dated 20 october 2003 although his period of 
continuous employment with system c began on  
2 january 1997 under the terms of the service 
agreement dr ian denley’s employment is terminable by 
either party giving to the other not less than six months’ 
prior written notice the service agreement provides 
system c with the right to place dr ian denley on garden 
leave to pay him basic salary in lieu of notice and to 
summarily dismiss him in a number of circumstances as 
mentioned above dr ian denley’s annual salary as at  
31 may 2009 was £160000
markus bolton 
markus bolton is employed under a service agreement 
dated 17 october 2001 although his period of 
continuous employment with system c began on 
1 september 1983 under the terms of the service 
agreement markus bolton’s employment is terminable 
by either party giving to the other not less than 6 months’ 
prior written notice the service agreement provides 
system c with the right to place markus bolton on 
garden leave to pay him basic salary in lieu of notice and 
to summarily dismiss him in a number of circumstances as 
mentioned above markus bolton’s annual salary as at  
31 may 2009 was £146000
andrew coll 
andrew coll is employed under a service agreement 
dated 6 february 2006 under the terms of the service 
agreement andrew coll’s employment is terminable by 
either party giving to the other not less than 6 months’ 
prior written notice the service agreement provides 
system c with the right to place andrew on garden leave 
to pay him basic salary in lieu of notice and to summarily 
dismiss him in a number of circumstances as mentioned 
above andrew coll’s annual salary as at 31 may 2009  
was £125000
 system c  annual report and financial statements 2009
the service agreements of the executive directors also 
stipulate an automatic retirement age of 65 and provide 
for the following additional benefits
• 25 or 30 days holiday
• car allowance of between £7200 and £9000
 per annum 
• pension contributions up to 10 per cent of
 eligible salary 
• membership of any share option scheme the
 group operates 
• phi life assurance and private individualfamily
 medical insurance and 
• annual or discretionary bonuses as determined by
 the remuneration committee
c nonexecutive directors
the following nonexecutive directors term of 
employment terminated on 21 june 2009 namely
• christopher mclaren 
• john forrest and 
• thomas chambers 
all of the non executive directors have been  
reappointed to the company for a further 12 month 
period under letters of appointment which are in a similar 
format and are dated 21 june 2009
the letters which are based on the ‘sample letter of 
nonexecutive director appointment’ set out in the 
combined code provide in each case that the non
executive director’s time commitment to the business is 
approximately one day per month although in practice 
more time than that is spent further each of the  
nonexecutive directors’ appointments is terminable 
by either party giving to the other not less than one 
month’s prior written notice subject to system c having 
the right to terminate the appointment in a range of 
circumstances such as the material or persistent breach 
of the terms of their appointment
the fees paid to these nonexecutive directors are set 
at a level which will attract and retain individuals with the 
necessary experience and ability to make a significant 
contribution to the group’s affairs and reflect the time 
demands of their board duties
dr christopher mclaren is entitled to receive fees of 
£22949 per annum whereas thomas chambers and  
dr john forrest are each entitled to receive fees of 
£34423 per annum   

directors’ remuneration report 
28  annual report and financial statements 2009  system c
29 
statement of directors’ responsibilities in respect of 
the annual report and the financial statements 
the directors are responsible for preparing the annual 
report and the financial statements in accordance with 
applicable law and regulations
company law requires the directors to prepare financial 
statements for each financial year under that law the 
directors have elected to prepare the group and parent 
company financial statements in accordance with 
international financial reporting standards ifrss as 
adopted by the european union in preparing these 
financial statements the directors have also elected 
to comply with ifrss issued by the international 
accounting standards board iasb 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 the company 
and of the profit or loss of the group for that period  in 
preparing these financial statements the directors are 
required to
• select suitable accounting policies and then apply   
 them consistently 
• make judgements and accounting estimates that are  
 reasonable and prudent 
• state whether applicable ifrss as adopted by the   
 european union  
• prepare the financial statements on the going concern  
 basis unless it is inappropriate to presume that the   
 company will continue in business
the directors are responsible for keeping adequate 
accounting records that are sufficient to show and 
explain the company’s transactions and disclose with 
reasonable accuracy at any time the financial position of 
the company and the group and enable them to ensure 
that the financial statements comply with the companies 
act 2006 they are also responsible for safeguarding 
the assets of the company and the group and hence for 
taking reasonable steps for the prevention and detection 
of fraud and other irregularities
the directors are responsible for the maintenance 
and integrity of the company’s website legislation in 
the united kingdom governing the preparation and 
dissemination of financial statements may differ from 
legislation in other jurisdictions
so far as the director is aware there is no relevant 
audit information of which the company’s auditors 
are unaware 
each director has taken all the steps that he ought to 
have taken as a director in order to make himself aware 
of any relevant audit information and to establish that 
the company’s auditors are aware of that information 
 
by order of the board 
 
jane conner 
company secretary 
24 september 2009 system c  annual report and financial statements 2009
auditors’ report
we have audited the group and parent company 
financial statements the ‘‘financial statements’’ of 
system c healthcare plc for the year ended 31 may 
2009 which comprise the group income statement 
the group and parent company balance sheets the 
group and parent company statements of changes 
in equity the group and parent company cash flow 
statements and the related notes the financial reporting 
framework that has been applied in their preparation 
is applicable law and international financial reporting 
standards ifrss as adopted by the european union 
and as regards the parent company financial statements 
as applied in accordance with the provisions of the 
companies act 2006
respective responsibilities of directors and auditors 
as explained more fully in the directors’ responsibilities 
statement 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 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
this report including the opinions has been prepared 
for and only for the company’s members as a body in 
accordance with sections 495 and 496 of the companies 
act 2006 and for no other purpose  we do not in giving 
these opinions accept or assume responsibility for any 
other purpose or to any other person to whom this 
report is shown or into whose hands it may come save 
where expressly agreed by our prior consent in writing
scope of the audit of the financial statements 
an audit involves obtaining evidence about the amounts 
and disclosures in the financial statements sufficient to 
give reasonable assurance that the financial statements 
are free from material misstatement whether caused by 
fraud or error this includes an assessment of whether 
the accounting policies are appropriate to the group’s 
and parent company’s circumstances and have been 
consistently applied and adequately disclosed the 
reasonableness of significant accounting estimates made 
by the directors and the overall presentation of the 
financial statements
opinion on financial statements  
in our opinion 
• 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 may 2009 and of the group’s profit and  
 the group’s and parent company’s cash flows for the  
 year then ended
• the group financial statements have been properly
 prepared in accordance with ifrss as adopted by the 
 european union
• the parent company financial statements have been
 properly prepared in accordance with ifrss as 
 adopted by the european union and as applied in   
 accordance with the provisions of the companies act  
 2006 and
• the financial statements have been prepared in
 accordance with the requirements of the companies 
 act 2006 
independent auditors’ report to the members of 
system c healthcare plc
30  annual report and financial statements 2009  system c
31 
opinion on other matter prescribed by the 
companies act 2006 
in our opinion the information given in 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 
• 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  
• the parent company financial statements are not in
 agreement with the accounting records and returns or  
• certain disclosures of directors’ remuneration specified
 by law are not made or 
• we have not received all the information and
 explanations we require for our audit
rosemary shapland
senior statutory auditor 
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors 
gatwick  
24 september 2009 system c  annual report and financial statements 2009
33 
group income statement 
note
year ended 
31 may 
2009 
£’000
year ended 
31 may 
2008 
£’000
revenue 12 21887 18128
cost of sales 9657 8075
gross proﬁt 12230 10053
research and development costs 1880 1105
amortisation of acquired intangible assets 259 183
share based payments 105 72
administration 6565 6250
proﬁt from operations before the amortisation  
of acquired intangibles impairment of 
goodwill and share based payments 3785 2698
proﬁt from operations 3421 2443
finance income 4 692 891
finance costs 4 11 48
proﬁt before taxation 5 4102 3286
taxation 6 857 1052
proﬁt for the year 3245 2234
earnings per ordinary share
– basic 7 372 256
– diluted 7 366 254
32  annual report and financial statements 2009  system c
33 
group income statement group balance sheet
note
at 31 may
2009
£’000
at 31 may
2008
£’000
assets
noncurrent assets
goodwill 8 2306 1884
other intangible assets 10 3020 2250
property plant and equipment 9 380 415
deferred tax assets 6 373                       23
trade and other receivables 12 213 428
6292 5000
current assets
trade and other receivables 12 7435 6489
cash and cash equivalents 13 14703 12427
22138 18916
total assets 28430 23916
liabilities
current liabilities
trade and other payables 14 4872 4010
deferred consideration 21 326 680
current tax liability 6 792 162
5990 4852
noncurrent liabilities
deferred consideration 21 598 670
deferred tax liability 6 818 414
provisions 15 141 104
1557 1188
total liabilities 7547 6040
net assets 20883 17876
shareholders’ equity
share capital 17 897 895
share premium account 19 9805 9766
capital redemption reserve 19 3127 3127
own shares held in trust 19 1235 1235
retained earnings 19 8289 5323
total equity 20883 17876
the financial statements on pages 32 to 73 were approved by the board of directors on 24 september 2009 and signed 
on its behalf by
dr ian denley
chief executive officer system c  annual report and financial statements 2009
35 
group statement of changes in shareholders’ equity
attributable to equity holders of the company
share 
capital 
£’000
share 
premium 
account 
£’000
capital 
redemption 
reserve 
£’000
own shares 
held in trust 
£’000
retained 
earnings 
£’000
total 
equity 
£’000
as at 31 may 2007 895 9757 3127 1235 3371 15915
profit for the year     2234 2234
share based payments charge     72 72
deferred tax      12 12
premium on issue of new shares  9    9
dividends    
 
   
 
366 366
as at 31 may 2008 895 9766 3127 1235 5323 17876
profit for the year     3245 3245
share based payments charge     105 105
deferred tax     122 122
issue of new shares 2     2
premium on issue of new shares  39    39
dividends     506 506
as at 31 may 2009 897 9805 3127 1235 8289 20883
further details in respect of share capital and own shares held and reserves are given in notes 17 and 19 to the 
financial statements
34  annual report and financial statements 2009  system c
35 
group cash flow statement
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
cash ﬂows from operating activities
cash generated from operations 3816 4712
finance costs 1 21
income tax paid 52 184
net cash generated by operating activities 3763 4507
cash ﬂows from investing activities
acquisition of subsidiaries net of cash acquired 458 1804
purchases of property plant and equipment 225 122
purchase of intangible software 10                       
capitalised development costs 1174 591
finance income 845 748
net cash used in investing activities 1022 1769
cash ﬂows from ﬁnancing activities
repayment of borrowings                    528
issue of share capital 41 9
dividends paid 506 366
net cash used in financing activities 465 885
net increase in cash and cash equivalents 2276 1853
cash and cash equivalents at beginning of year 12427 10574
cash and cash equivalents at end of year 14703 12427
notes to the cash ﬂow statement cash ﬂows from operating activities
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
profit for the financial year 3245 2234 
taxation 857 1052 
finance income 692 891
finance costs 11 48 
proﬁt from operations 3421 2443 
increasedecrease in trade and other receivables 208 752 
decreaseincrease in trade and other payables 537 702 
net movement on provisions 37 2 
share based payments charge 105 72 
depreciation of property plant and equipment 282 387 
amortisation of intangible assets 716 352 
loss on disposal of fixed assets                               2 
net cash inﬂow from operating activities 3816 4712  system c  annual report and financial statements 2009
37 
company balance sheet 
note
at 31 may 2009
£’000
at 31 may 2008
£’000
assets
noncurrent assets
property plant and equipment 9 353 409
investments 11 3776 2992
intangible assets 10 1504 772
deferred tax assets 6                      336 23
trade and other receivables 12                  213 428
6182 4624
current assets
trade and other receivables 12 6673 6667
cash and cash equivalents 13 14443 12219
21452 18886
total assets 27298 23510
liabilities
current liabilities
trade and other payables 14 4065 3864
current tax liability 6 728 133
deferred consideration 21 326 680
5119 4677
noncurrent liabilities
deferred consideration 21 598 670
deferred tax liability 6 394  
provisions and other liabilities 15 141 104
1133 774
total liabilities 6252 5451
net assets 21046 18059
shareholders’ equity
share capital 17 897 895
share premium account 19 9805 9766
capital redemption reserve 19 3127 3127
own shares held in trust 19 1235 1235
retained earnings 19 8452 5506
total equity 21046 18059
the financial statements on pages 32 to 73 were approved by the board of directors on 24 september 2009 and signed 
on its behalf by
dr ian denley chief executive officer
36  annual report and financial statements 2009  system c
37 
company balance sheet company statement of changes in shareholders’ equity 
share 
capital 
£’000
share 
premium 
account 
£’000
capital 
redemption 
reserve 
£’000
own 
shares 
held in 
trust 
£’000
retained 
earnings 
£’000
total 
equity 
£’000
as at 31 may 2008 895 9757 3127 1235 3371 15915
profit for the year          2417 2417
share based payments charge       72 72
deferred tax          12 12
issue of new shares                  
premium on issue of new shares   9         9
dividends            366 366
as at 31 may 2008 895 9766 3127 1235 5506 18059
profit for the year          3225 3225
share based payments charge           105 105
deferred tax           122 122
issue of new shares 2             2
premium on issue of new shares  39       39
dividends             506 506
as at 31 may 2009 897 9805 3127 1235 8452 21046
further details in respect of share capital and own shares held and reserves are given in notes 17 and 19 to the 
financial statements system c  annual report and financial statements 2009
39 
company cash flow statement 
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
cash ﬂows from operating activities
cash generated from operations 3872 4298
finance costs  21
income tax paid 132 116
net cash generated by operating activities 3740 4161
cash ﬂows from investing activities
purchase of subsidiary undertakings 490 1669
purchases of property plant and equipment 222 122
purchase of intangible software 10                       
capitalised development costs 1174 591
finance income 845 751
net cash used in investing activities 1051 1631
cash ﬂows from ﬁnancing activities
repayment of borrowings  528
issue of equity share capital 41 9
dividends paid 506 366
net cash used in financing activities 465 885
net increase in cash and cash equivalents 2224 1645
cash and cash equivalents at beginning of year 12219 10574
cash and cash equivalents at end of year 14443 12219
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
profit for the financial year 3225 2417 
taxation 930 1073 
finance income 691 889
finance costs 10 46 
profit from operations 3474 2647 
decrease in trade and other receivables 56 315 
decrease increase in trade and other payables 530 710 
net movement on provisions 37 2 
share based payments charge 105 72 
depreciation of property plant and equipment 278 380 
amortisation of intangible assets 452 170 
loss on disposal of fixed assets                       2 
net cash inﬂow from operating activities 3872 4298 
notes to the cash ﬂow statement cash ﬂows from operating activities
38  annual report and financial statements 2009  system c
39 
notes to the financial statements
1 principal accounting policies
the company is a public limited company which is listed 
on the alternative investment market and is incorporated 
and domiciled in the united kingdom 
the principal accounting policies adopted in the 
preparation of these financial statements are set out 
below unless otherwise stated these policies have been 
applied to all years presented
a basis of preparation
the financial information for the year ended 31 may 
2009 has been prepared in accordance with international 
financial reporting standards “ifrs” as adopted 
by the european union “eu” international financial 
reporting interpretations committee “ifric” 
interpretations and with those parts of the companies 
act 2006 applicable to companies reporting under ifrs 
the financial statements have been prepared under the 
historical cost convention
as permitted by section 408 of the companies act 2006 
no separate income statement has been presented in 
respect of the parent company  the profit for the year 
dealt with in the financial statements of the company 
was £3225000 2008 £2417000
the preparation of financial statements in conformity 
with generally accepted accounting principles requires 
the use of estimates and assumptions that affect the 
reported amounts of assets and liabilities at the date 
of the financial statements and the reported amounts 
of revenues and expenses during the reporting period 
although these estimates are based on management’s 
best knowledge of the amount events or actions the 
actual results ultimately may differ from those estimates
b basis of consolidation
these financial statements consolidate the financial 
statements of the company and all its subsidiary 
undertakings as at 31 may each year and are prepared 
under ifrs using consistent accounting policies  
subsidiaries are all entities including special purpose 
entities over which the group has the power to 
govern the financial and operating policies generally 
accompanying a shareholding of more than one half of 
the voting rights the existence and effect of potential 
voting rights that are currently exercisable or convertible 
are considered when assessing whether the group 
controls another entity 
subsidiaries are fully consolidated from the date on 
which control is transferred to the group they are de
consolidated from the date that control ceases
the purchase method of accounting is used to account 
for the acquisition of subsidiaries by the group the cost 
of an acquisition is measured as the fair value of the 
assets given equity instruments issued and liabilities 
incurred or assumed at the date of exchange plus costs 
directly attributable to the acquisition identifiable assets 
acquired and liabilities and contingent liabilities assumed 
in a business combination are measured initially at their 
fair values at the acquisition date irrespective of the 
extent of any minority interest the excess of the cost of 
acquisition over the fair value of the group’s share of the 
identifiable net assets acquired is recorded as goodwill 
if the cost of acquisition is less than the fair value of the 
net assets of the subsidiary acquired the difference is 
recognised directly in the income statement
intercompany transactions balances and unrealised 
gains on transactions between group companies 
are eliminated unrealised losses are also eliminated 
but considered an impairment indicator of the asset 
transferred accounting policies of subsidiaries have 
been changed where necessary to ensure consistency 
with the policies adopted by the group
c adoption of new and revised standards
there were no new standards and amendments adopted 
by the group in the current year
the following interpretation to published standards 
is mandatory for accounting periods beginning on or 
after 1 january 2008 but is not relevant to the group’s 
operations
ifric 12  service concession arrangements
d standards amendments and interpretations 
published by date of approval of these ﬁnancial 
statements which may be relevant but are not yet 
effective and have not been early adopted by  
the company system c  annual report and financial statements 2009
41 
notes to the financial statements
ifrs 1 amendment firsttime adoption
ifrs 2  amendment sharebased payments on ‘vesting 
conditions and cancellations’
ifrs 3 revised business combinations
ifrs 7  amendment financial instruments disclosures 
on the ‘reclassification of financial assets’
ifrs 8 operating segments
ias 1  revised and amended presentation of financial 
statements
ias 1  amendment presentation of financial statements 
on ‘puttable financial instruments and obligations 
arising on liquidation’
ias 23 revised borrowing costs
ias 27  revised consolidated and separate financial 
statements
ias 32  amendment financial instruments presentation
ias 36 amendment impairment of assets
ias 38 amendment intangible assets
ias 39  amendment financial instruments recognition 
and measurement
ifric 9  amendment reassessment of embedded 
derivatives
ifric 13 customer loyalty programmes
ifric 14  ias 19 – the limit on a defined benefit asset 
minimum funding requirements and their 
interaction
ifric 15 agreements for construction of real estates
ifric 16  hedges of a net investment in a foreign operation
ifric 17 distributions of noncash assets to owners
ifric 18 transfer of assets from customers
the directors are currently assessing the impact of these 
standards and interpretations on future periods but 
currently anticipate that they will have no material impact 
on the financial statements of the group other than 
the additional disclosures required by ifrs 8 which is 
applicable for accounting periods commencing on or after 
1 january 2009
e revenue recognition
revenue is measured at the fair value of consideration 
received or receivable and represents amounts receivable 
for goods and services provided to third parties in the 
normal course of business during the period net of value 
added tax and discounts and results from the principal 
activities of the group  
each element of revenue described below is recognised 
only when
•	 	 delivery	 of 	 goods 	or 	pr ovision	of	services	 has	
occurred
•	 the	consideration 	 r eceivable	is	fixed 	or 	determinable
•	 	 ther e	 ar e	 no 	 significant 	vendor	 obligations	r emaining	
and
•	 	 collection 	of	the 	 amount 	 due	fr om	 the 	 customer	 is 	
reasonably assured
revenue from the sale of software licences is recognised 
in the income statement as the system modules are 
installed typically the sale will match the project 
implementation timescale in accordance with specified 
contract milestones
revenue from the related implementation is recognised 
in the income statement proportionally over the 
implementation period as those services are provided
revenue from maintenance support and other services 
is recognised over the contracted term of supply
hardware revenue is recognised in line with and 
approximates to the depreciation charge on such assets 
as capitalised within property plant and equipment and 
disclosed as contract assets  
revenue from healthcare consultancy services is 
recognised when the service is delivered and approved 
by the client
revenue which has been recognised by the group but 
has not been invoiced as at the period end is included 
within accrued income
invoices raised in advance of the provision of goods
services to customers are recorded in the balance sheet 
as deferred income and included within trade receivables 
such amounts are recognised in the income statement as 
those goodsservices are provided to the customer
f interest receivable on contracts
an element of the amounts invoiced to certain 
customers in respect of contracts to supply electronic 
patient records “epr” systems and other ancillary 
items is disclosed within financial income as other 
interest  such amounts are based on the group’s net 
investment in the contracts taking into account payments 
received from the customer to date
40  annual report and financial statements 2009  system c
41 
notes to the financial statements notes to the financial statements
g employee beneﬁts
pension obligations
the group operates several stakeholder pension schemes 
and the assets of the scheme are held separately from 
those of the group in independently administered funds 
in addition to this the group contributes to the personal 
pension plans of certain employees  the group has no 
further obligations once the contributions have been paid
the pension cost charge for the period is reflected in the 
income statement and represents contributions payable 
to the defined contribution pension scheme plus 
amounts payable by the group to the personal pension 
plans of certain employees based on a percentage of 
basic salary
any shortfall or excess in the contributions payable by the 
group in relation to the pension cost charge for the year 
are included in accruals or prepayments as appropriate
profit sharing and bonus plans
the group recognises a liability and an expense for 
bonusesprofit sharing only where there is a contractual 
obligation or where there is a constructive obligation 
arising from past practice or other events that existed at 
the balance sheet date
termination benefits
t ermination benefits are payable when employment is 
terminated by the group before an individual’ s normal 
retirement date or whenever an employee accepts 
voluntary redundancy in exchange for those benefits  
the group recognises termination benefits when it is 
demonstrably committed to either terminating the 
employment of current employees according to a detailed 
formal plan without possibility for withdrawal or providing 
termination benefits as a result of an offer made to 
encourage voluntary redundancy  benefits falling due more 
than one year after the balance sheet date are discounted 
to their present value where material
sharebased payments
the company operates both equity settled and cash 
settled share option schemes 
for equity settled share options the services received 
from employees are measured by reference to the fair 
value of the share options granted the fair value is 
calculated at grant date and recognised in the income 
statement together with a corresponding increase in 
shareholders’ equity on a straight line basis over the 
vesting period based on an estimate of the number of 
options that will eventually vest vesting conditions other 
than market conditions are not taken into account when 
estimating the fair value  at each balance sheet date 
the entity revises its estimates of the number of options 
that are expected to vest it recognises the impact of 
the revision to original estimates if any in the income 
statement with a corresponding adjustment to equity
for cash settled arrangements the services received 
from employees are measured at the fair value of the 
liability and recognised in the income statement on a 
straight line basis over the vesting period the fair value 
of the liability is measured at each balance sheet date 
and at the date of settlement with changes in fair value 
recognised in the income statement 
ifrs 2 “sharebased payment” has been applied to equity 
settled sharebased payment arrangements granted after 
7 november 2002 that had not unconditionally vested 
with employees by the date of the company’s transition to 
ifrs and to all cash settled awards
the proceeds received net of any directly attributable 
transaction costs are credited to share capital nominal 
value and share premium when the options are exercised
h own shares held in trust
the company’s shares owned by the system c 
healthcare plc employee benefits trust are presented 
as a reduction of shareholders’ equity see note 19
i cash and cash equivalents
cash and cash equivalents include cash in hand and 
deposits held at call with banks 
bank overdrafts or loans where there is no right of setoff 
are shown within borrowings in current or noncurrent 
liabilities on the balance sheet as appropriate
j business combinations
goodwill arising on a business combination is not 
amortised but tested for impairment on an annual 
basis the carrying value of goodwill is reduced by any 
impairment amount recorded  system c  annual report and financial statements 2009
43 
notes to the financial statements 
intangible assets arising on a business combination 
are separately identified and valued and subject to 
amortisation over their estimated economic lives
k goodwill
goodwill represents the excess of the cost of an 
acquisition over the fair value of the group’s share of 
the net identifiable assets of the acquired subsidiary 
at the date of acquisition goodwill on acquisitions of 
subsidiaries is included in ‘intangible assets’ goodwill 
is tested annually for impairment and carried at cost 
less accumulated impairment losses impairment losses 
on goodwill are not reversed gains and losses on the 
disposal of an entity include the carrying amount of 
goodwill relating to the entity sold
goodwill is allocated to cashgenerating units for the 
purpose of impairment testing the allocation is made 
to those cashgenerating units or groups of cash
generating units that are expected to benefit from 
the business combination in which the goodwill arose 
identified according to operating segment
l property plant and equipment 
all property plant and equipment “ppe” is shown at 
original cost less accumulated depreciation and any 
accumulated impairment losses  the residual values and 
useful lives are reviewed and adjusted if appropriate at 
each balance sheet date ‘gains and losses’ on disposals’ 
are determined by comparing the proceeds with the 
carrying amount and are recognised within ’ other 
lossesgains – net’ in the income statement
cost includes expenditure that is directly attributable to 
the acquisition of the items 
depreciation on assets is calculated using the straight
line method to allocate the cost of each asset less its 
residual value if any over its estimated useful life  
as follows 
•	 leasehold 	 impr ovements	 over	the	 term	of 	 lease 	
•	 fixtur es	 and	fittings	 15 	per	cent	 straightline
•	 plant	and	equipment	 25	per	cent	 straightline 		
•	 computer	equipment 	 	 25	per	cent	 straightline
•	 contract 	assets	 25	per	cent	 straightline 		
   included in cost of sales
m leases
leases of property plant and equipment where the 
group has substantially all the risks and rewards of 
ownership are classified as finance leases finance leases 
are capitalised at the lease’s inception at the lower of 
the fair value of the leased asset and the present value 
of the minimum lease payments each lease payment 
is allocated between the liability and finance expenses 
so as to achieve a constant rate on the finance balance 
outstanding the corresponding rental obligations net 
of finance expenses are included within borrowings 
property plant and equipment acquired under finance 
leases is depreciated over the shorter of the asset’s 
useful life and the lease term
leases where the lessor retains substantially all the risks 
and rewards of ownership are classified as operating 
leases payments made under operating leases net of 
any incentives received from the lessor are charged to 
the income statement on a straightline basis over the 
period of the lease
n impairment of noncurrent assets
in accordance with ias 36 “impairment of assets” a 
review for impairment of noncurrent assets is carried 
out if events or changes in circumstances indicate 
that the carrying amount of such an asset may not be 
recoverable impairment reviews comprise a comparison 
of the carrying amount of the asset with its recoverable 
amount the higher of net realisable value and value in 
use to the extent that the carrying amount exceeds 
the recoverable amount the asset is impaired and an 
impairment loss is recognised in the income statement
o intangible assets 
customer contracts
existing customer contracts are capitalised at fair 
value as at the date of acquisition using the multi 
period excess earnings approach they are carried 
at their fair value less accumulated amortisation and 
any accumulated impairment losses amortisation is 
calculated using the straightline method to allocate 
the fair value of customer contracts over their estimated 
economic life of 4 to 5 years
42  annual report and financial statements 2009  system c
43 
notes to the financial statements notes to the financial statements
software
software relates to the fair value of software acquired by 
the group on purchase of subsidiary undertakings and 
the cost of internally developed software
software acquired as part of a business combination is 
capitalised at fair value at the date of acquisition using 
the relief from royalty approach such software is then 
carried at  fair value less accumulated amortisation and 
any accumulated impairment losses amortisation is 
calculated using the straightline method to allocate the 
fair value of the software over their estimated economic 
life of up to 7 years
costs relating to the design and testing of new or 
improved software products are recognised as intangible 
assets from the point it is probable that the project 
will be a success considering its commercial and 
technological feasibility and costs can be measured 
reliably software development costs primarily comprise 
employee costs and are amortised over the expected 
period over which the group is expected to benefit from 
the capitalised asset and typically range between three 
and five years  
development costs that have initially been recognised 
as an expense in the income statement as ias 38 
criteria are not met but where subsequently the ias 38 
criteria are deemed to have been satisfied are not then 
recognised as an asset in a subsequent period
research expenditure on software is recognised as an 
expense in the income statement in the period in which 
it is incurred
own software
acquired computer software licences purchased by the 
group are capitalised on the basis of the costs incurred 
to acquire and bring into use the specific software 
these costs are amortised over their estimated useful 
lives which typically do not exceed four years costs 
associated with developing and maintaining computer 
software programmes are recognised as an expense in 
the income statement as incurred
p investments 
in the company’s financial statements investments 
in subsidiary undertakings are stated at cost less any 
impairment losses
q taxation including deferred tax 
corporation tax where payable is provided on taxable 
profits at the current rate
deferred tax is provided on all temporary differences at 
the balance sheet date between the tax bases of assets 
and liabilities and their carrying amounts for financial 
reporting purposes
deferred tax assets are recognised for all deductible 
temporary differences carryforward of unused tax 
assets and unused tax losses to the extent that it is 
probable that taxable profit will be available against 
which the deductible temporary differences and the 
carryforward of unused tax assets and unused tax losses 
can be utilised the carrying amount of deferred income 
tax assets is reviewed at each balance sheet date and 
reduced to the extent that it is no longer probable that 
sufficient taxable profit will be available to allow all or 
part of the deferred income tax asset to be utilised
deferred tax assets and liabilities are measured at the 
tax rates that are expected to apply to the year when 
the asset is realised or the liability is settled based 
on tax rates and tax laws that have been enacted 
or substantively enacted at the balance sheet date 
tax relating to items recognised directly in equity is 
recognised in equity and not in the income statement  
deferred tax balances are not subject to discounting
r deferred consideration
deferred consideration is based on managements’ 
estimate of the deferred consideration payable in 
respect of any businesses acquired by the group this is 
reviewed at the end of each accounting period to reflect 
any changes in the potential payments due  system c  annual report and financial statements 2009
45 
notes to the financial statements 
s provisions
in accordance with ias 37 “provisions contingent 
liabilities and contingent assets” provisions for liabilities 
are recognised when the group has a present legal or 
constructive obligation as a result of past events and it is 
considered more likely than not that an outflow of resources 
will be required to settle that obligation and the amount 
can be reliably estimated the expense relating to any 
provision is presented in the income statement net of any 
reimbursement
provisions are measured at the present value of the 
directors’ best estimate of the expenditure required to 
settle the present obligation at the balance sheet date and 
discounted where the effect is considered material
t dividend distributions
interim dividends in respect of equity shares are recognised in 
the financial statements in the period in which they are paid
final dividends in respect of equity shares are recognised in 
the financial statements in the period that the dividends are 
formally approved by the company’ s members
u financial instruments
financial assets and financial liabilities are recognised in the 
group’ s balance sheet when the group becomes a party to 
the contractual provisions of the instrument
borrowings and borrowing costs
all borrowings are initially stated at the fair value of the 
consideration received after deduction of issue costs 
issue costs together with other finance costs such as 
premiums on redemption are charged to the income 
statement over the term of the borrowings and represent 
a constant proportion of the balance of capital repayments 
outstanding accrued finance costs attributable to 
borrowings are included in accrued charges within current 
liabilities unless the finance cost is only repayable on 
redemption in which case the accrued finance costs are 
included within the carrying value of borrowings 
trade receivables
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 there is objective evidence that the group will not be 
able to collect all amounts due according to the original 
terms of the receivables significant financial difficulties of 
the debtor probability that the debtor will enter bankruptcy 
or financial reorganisation and default or delinquency 
in payments are considered indicators that the trade 
receivable is impaired the amount of the provision is the 
difference between the asset’ s carrying amount and the 
present value of estimated future cash flows discounted 
at the original effective interest rate the carrying amount 
of the asset is reduced through the use of an allowance 
account and the amount of the loss is recognised in the 
income statement when a trade receivable is uncollectible 
it is written off against the allowance account for trade 
receivables subsequent recoveries of amounts previously 
written off are credited in the income statement
trade payables
trade payables are recognised initially at fair value and 
subsequently measured at amortised cost using the 
effective interest method
v share capital and share premium
ordinary shares issued are shown as share capital at 
nominal value  the premium received on the issue 
of shares in excess of the nominal value is credited 
to the share premium account and included within 
shareholders’ equity
w segmental reporting
a business segment is considered to be a group of assets 
and operations engaged in providing products or services 
that are subject to risks and returns that are different to those 
of other business segments  a geographical segment is 
engaged in providing products or services within a particular 
economic environment that is subject to risks and returns 
that are different to that in other economic environments
x key areas of judgement
the group makes estimates and assumptions concerning 
the future  the resulting accounting estimates will by 
definition seldom equal the related actual results  the 
estimates and assumptions that may have an element 
of risk causing an adjustment to the carrying amounts of 
assets and liabilities within the next year include those that 
relate to the capitalisation of development costs deferred 
consideration  impairments of current and non current 
assets and the components of the group’ s calculation for 
sharebased payments
44  annual report and financial statements 2009  system c
45 
notes to the financial statements notes to the financial statements
2 segmental information
the group’s primary format for segmental reporting is business segment as the business only operates in the uk the 
group does not have a secondary reporting format 
the group’s sole activity is the design development and implementation of computer hardware and software 
the directors consider it appropriate to analyse the results and financial position of the group in three distinct 
segments as this reflects how the business is managed
•	 	 the	 pr oducts	segment	r elates 	 to	the	 business	wher e	 the	gr oup	contracts 	 dir ectly 	 with 	local 	nhs	 t rusts 	and	 other 	
clinical organisations
•	 	 the 	 services	segment	r elates	to 	 the 	business	wher e 	the	 gr oup 	is	 subcontracted	to 	 perform 	work	 on	 behalf	 of	other	
organisations where the end customer is also either the nhs or other clinical organisations
•	 	 development 	 and 	shar ed 	services 	 r elates	 to 	the 	gr oup’ s 	central 	 r esear ch 	 and 	 development 	 activities 	and	support	
services provided to the products and services segments
the profitloss before taxation of each segment includes any revenue and expenses directly attributable to or able to 
be allocated to each such segment on a reasonable basis  
year ended 31 may 2009
products 
£’000
services 
£’000
development and 
shared services 
£’000
total 
£’000
revenue 6531 15356                       21887
proﬁtloss from operations 3135 7002 6716 3421
financial income 264  428 692
financial expense                 11 11
proﬁtloss before taxation 3399 7002 6299 4102
total assets 3267 4222 20568 28057
total liabilities 1328 833 3776 5937
net assets 1939 3389 16792 22120
capital expenditure  ppe 85  140 225
capital expenditure  intangible                1182 1182
depreciation of tangible assets 173  109 282
amortisation of intangible assets 462  271 733
share based payment charge                105 105
segment assets and liabilities are those assets and liabilities directly attributable or which can be allocated to each of 
the aforementioned segments system c  annual report and financial statements 2009
47 
notes to the financial statements
year ended 31 may 08
products
£’000
services
£’000
development and 
shared services
£’000
total
£’000
revenue 5790 12338  18128
proﬁt loss from operations 2316 4992 4865 2443
financial income 294  597 891
financial expense 20  28 48
proﬁt loss before taxation 2590 4992 4296 3286
total assets 3261 3267 17365 23893
total liabilities 1148 755 3561 5464
net assets 2113 2512 13804 18429
other segmental disclosures
capital expenditure – property plant and equipment 47  75 122
capital expenditure  intangible assets 27  564 591
depreciation of tangible assets 213  174 387
amortisation of intangible assets 142  210 352
sharebased payment charge   72 72
reportable assets are reconciled to total assets as follows 
 
2009
£’000
2008
£’000
segmental assets for reportable segments 28057 23893
unallocated 
deferred tax assets 373 23
total assets per balance sheet 28430 23916
reportable liabilities are reconciled to total liabilities as follows  
2009
£’000
2008
£’000
segmental liabilities  for reportable segments 5937 5464
unallocated 
current tax liabilities 792 162
deferred tax liabilities 818 414
total liablities per balance sheet 7547 6040
46  annual report and financial statements 2009  system c
47 
notes to the financial statements notes to the financial statements
group company
year ended 
31 may 09 
£’000
year ended 
31 may 08 
£’000
year ended 
31 may 09 
£’000
year ended 
31 may 08 
£’000
wages and salaries 10341 8221 9370 7634
social security costs 1217 892 1113 807
other pension costs see below 554 359 515 350
staff costs excluding sharebased payment charge 12112 9472 10998 8791
sharebased payment charge note 18 105 72 105 72
total staff costs 12217 9544 11103 8863
group company
year ended
31 may 2009 
number
year ended
31 may 2008 
number
year ended 
31 may 2009 
number
year ended 
31 may 2008 
number
products 76 65 55 40
services 103 97 102 97
development and shared services 27 35 26 35
206 197 183 172
staff costs
staff costs for the above persons during the year have been as follows
3 employee and director costs
staff numbers
the average monthly number of people including executive directors employed during the year is as follows system c  annual report and financial statements 2009
49 
notes to the financial statements 
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
salaries and shortterm benefits 1359 1311
post retirement benefits 69 55
share based payment 65 48
1493 1414
year ended 31 may 2009 year ended 31 may 2008
 
salary 
fees bonus
beneﬁts 
in kind subtotal pension t otal subtotal pension t otal
chairman 
jim horsburgh 59583         59583  3575  63158 77262  4069 81331 
executive   
markus bolton 145490  83375  13557  242422  15537  257959 263176 11630 274806 
dr ian denley 158327  92000  10550  260877  16908  277785 260830 9025 269855 
andrew coll 124463  71875  8230  204568  13466  218034 221292 7771 229063 
non executive 
dr christopher mclaren 22337       22337  22337  21459     21459 
dr john forrest 33973       33973  33973  32189     32189 
thomas chambers 33506       33506  33506  32189     32189 
  577679  247250  32337  857266  49486  906752  908397  32495  940892 
benefits in kind include provision of car allowance and healthcare insurance 
fees in respect of nonexecutive directors are disclosed in the directors’ remuneration report
pensions
the group operates a stakeholder pension scheme in which all employees are eligible to participate from the 
commencement of their employment the funds are invested with friends provident and are separately held 
and administered in addition to this arrangement the group also contributes to the personal pension schemes 
of certain employees
employee contributions to the stakeholder pension schemepersonal pension schemes of employees are matched by 
the group to a maximum of 4 or up to 10 in the case of certain senior executives and directors of eligible salary 
costs there are no other post retirement benefit arrangements for employees of the group
  
directors’ emoluments
a detailed numerical analysis of directors’ remuneration and share options showing the highest paid director and the 
number of directors accruing benefits under defined contribution pension schemes is included below and forms part 
of these financial statements
48 
key management compensation 
key management comprises those individuals involved in major strategic decision making and includes all directors of 
the parent company and its subsidiaries annual report and financial statements 2009  system c
49 
notes to the financial statements notes to the financial statements
5 proﬁt before taxation
the following items have been included in arriving at profit before taxation
group
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
interest receivable on bank and short term deposits 428 597
other interest 264 294
finance income 692 891
interest payable on bank loans and overdrafts 1 2
unwinding of discount on deferred consideration 10 27
interest payable on financing loans          19
finance costs 11 48
  
net finance income 681 843
4 finance income and costs
group
year ended 
31 may 2009
£’000
year ended 
31 may 2008
£’000
staff costs excluding sharebased payments note 3 12112 9472
sharebased payments charge 105 72
research and development expenditure 1880 1105
depreciation of property plant and equipment
 contract assets 173 212
 other assets 109 175
amortisation of intangible assets 716 352
operating lease rentals
 land and buildings 221 217
 motor vehicles and other leases 50 55
loss on disposal of property plant and equipment  2
in addition to the research and development expenditure disclosed above £1174000 was capitalised in respect of 
software development in accordance with ias 38 2008 £591000 system c  annual report and financial statements 2009
51 
notes to the financial statements
services provided by the company’s auditors
during the year the group obtained the following services from its auditor at cost as detailed below
6 taxation
a analysis of tax charge in the year
group
year ended 
31 may 2009
£’000
year ended 
31 may 2008 
£’000
audit services
fees payable to the group’s auditor for the audit of the group and
parent company and consolidated financial statements 69 50
fees payable to the group’s auditor for the audit of the financial
statements of the subsidiaries 25 20
nonaudit services
fees payable for services relating to taxation 24 24
fees payable for due diligence 58 
 group
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
current tax
uk corporation tax on profits for the year at 28 790 164
adjustments in respect of prior years 25 24
765 188
deferred tax
origination and reversal of temporary differences 245 822
adjustment in respect of prior years 153 42
92 864
total tax charge in the income statement 857 1052
tax on items creditedcharged to equity
deferred tax on sharebased payment 122 12
50  annual report and financial statements 2009  system c 
51 
notes to the financial statements notes to the financial statements
group
year ended 
31 may 2009
£’000
year ended 
31 may 2008
£’000
profit before taxation
4102 3286
profit before taxation multiplied by the standard rate of 1149 920
corporation tax in the uk of 28 2008 297
permanent differences 64 117
amortisation of intangibles not deductible  51
additional deduction for research and development expenditure 154 
tax relief for share option exercises 22                                 
adjustments in respect of prior years  deferred tax 153 42
adjustments in respect of prior years  current tax 25 24
rate differences on current tax 2 
total tax chargecredit per accounts 857 1052
b factors affecting the tax charge for the year
the total tax charge for the year differs from the standard rate of uk corporation tax of 28 2007 297 
as explained below
  group company
year ended 
31 may 09
£’000
year ended 
31 may 08
£’000
year ended 
31 may 09
£’000
year ended 
31 may 08
£’000
uk corporation tax liability
at 1 june 162 92 133 92
arising on acquisitions 8 66                    
charged to income statement during the year 765 188 727 157
paid during the year 143 184 132 116
at 31 may 792 162 728 133
c current tax liability system c  annual report and financial statements 2009
53 
notes to the financial statements
   group company
year ended 
31 may 
2009
year ended 
31 may 
2008
year ended 
31 may 
2009
year ended 
31 may 
2008
liability asset at 1 june net 391 927 23 927
arising on acquisitions 84 466                          
charged to income statement during the year 92 864 203 916
credited to shareholders’ equity 122 12 122 12
at 31 may 445 391 58 23
group company
year ended
31 may 2009
 £’000
year ended 31 
may 2008
£’000
year ended 31 
may 2009
£’000
year ended 31 
may 2008
£’000
deferred tax asset
accelerated capital allowances 136 98 134 99
unutilised losses 36 74  74
share options 201  202 
short term timing differences  149 9 150
373 23 336 23
deferred tax liability
short term timing differences 436  394 
intangible assets 382 414  
818 414 394 
net deferred tax liability  asset 445 391 58 23
d deferred tax reconciliation
e analyses of deferred tax balances in
the balance sheet
deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to 
deferred tax assets because it is probable that those assets will be recovered 
deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an 
intention to settle the balances net
52  annual report and financial statements 2009  system c 
53 
notes to the financial statements notes to the financial statements
7 earnings per share
basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted 
average number of ordinary shares outstanding during the year excluding those that are held in the employee share 
trust which are treated as cancelled
for diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume 
conversion of all dilutive potential ordinary shares that have satisfied the appropriate criteria as at 31 may 2009
a reconciliation between the weighted average number of shares used in the calculations of basic and diluted 
earnings per share is set out below
year ended 31 may 2009 year ended 31 may 2008
earnings
£’000
weighted 
average 
number of 
shares
number
per share 
amount
pence
earnings
£’000
weighted 
average
 number of
shares
number
per share
amount
pence
basic eps
earnings attributable to
ordinary shareholders 3245 87289846 372 2234 87243442 256
effect of dilutive shares 1395956 006 526856 002
diluted eps 3245 88685802 366 2234 87770298 254 system c  annual report and financial statements 2009
55 
notes to the financial statements
8 goodwill
group £’000
cost and net book amount
at 1 june 2008 1884
additions arising from acquisitions in the year note 21 812
at 31 may 2009 2696
aggregate impairment
at 1 june 2008 and 31 may 2009 390
net book amount as at 31 may 2009 2306
group £’000
cost and net book amount
at 1 june 2007 
additions arising from acquisitions in the year 1884
at 31 may 2008 1884
aggregate impairment
at 1 june 2007 and 31 may 2008 
net book amount as at 31 may 2008 1884
business combinations have had their intangible assets separately identified and any remaining goodwill has been 
capitalised separately in accordance with ifrs 3 “business combinations” goodwill is tested annually for impairment
on 1 may 2009 system c purchased bluestar uk group ltd which created goodwill of £812000
the adjustment to cost relates to a reduction in the deferred consideration payable to iq systems of £340000 and £50000 in 
respect of reclassifying an item that had been recognised as goodwill on acquisition of care records to a deferred tax asset
impairment tests for goodwill
an impairment review of the goodwill above has not identified any impairment of goodwill
the goodwill has been allocated in its entirety to the system c group as it is not separately identifiable due to the integrated 
nature of the products the goodwill has been allocated based on synergies each segment is expected to gain from the 
business combinations as well as the benefits of an integrated product range based on the microsoft technology platform
the recoverable amounts were based on value in use the key assumptions in the value in use calculations are those 
regarding the discount and growth rates the discount rate assumed is 15 using pre tax rates that reflect the current 
market assessments of the time value of money and the risks specific in the business using budgets approved by the 
management for the financial year 20089 and forecasts for 2 years beyond that cash flows beyond 3 years are based on a 
growth rate of between 5 and 10 the key assumptions apply for bluestar care records and iq systems 
as the value in use is greater than the carrying value there is no impairment in the year and the carrying value of goodwill 
represents the excess of acquisition over the fair value of the group’ s share of the net identifiable assets of the acquired 
subsidiaries at the date of acquisition
54  annual report and financial statements 2009  system c 
55 
notes to the financial statements notes to the financial statements
9 property plant and equipment
group
leasehold 
improvements
£’000
fixtures 
and fittings
£’000
plant and 
equipment
£’000
computers
£’000
contract 
assets
£’000
total
£’000
cost
at 1 june 2008 181 166 73 467 3229 4116
additions  3 5 132 85 225
acquisitions  1 21   22
at 31 may 2009 181 170 99 599 3314 4363
accumulated depreciation
at 1 june 2008 173 138 53 379 2958 3701
charge for the year 8 18 12 71 173 282
at 31 may 2009 181 156 65 450 3131 3983
net book amount
at 31 may 2009  14 34 149 183 380
at 31 may 2008 8 28 20 88 271 415
company
leasehold 
improvements
£’000
fixtures 
and fittings
£’000
plant and 
equipment
£’000
computers
£’000
contract 
assets
£’000
total
£’000
cost
at 1 june 2008 181 164 64 465 3229 4103
additions   5 132 85 222
at 31 may 2009 181 164 69 597 3314 4325
accumulated depreciation
at 1 june 2008 173 137 47 379 2958 3694
charge for the year 8 17 9 71 173 278
at 31 may 2009 181 154 56 450 3131 3972
net book amount
at 31 may 2009  10 13 147 183 353
at 31 may 2008 8 27 17 86 271 409
depreciation is charged to the following lines in the income statement
                                                     group
year ended year ended
31 may 09 31 may 08
£’000 £’000
cost of sales 173 212
administration and general overheads 109 175
282 387 system c  annual report and financial statements 2009
57 
notes to the financial statements
group
leasehold 
improvements
£’000
fixtures  
fittings
£’000
plant  
equipment
£’000
computers
£’000
contract 
assets
£’000
total
£’000
cost
at 1 june 2007 181 164 55 692 3183 4275
additions   11 65   46 122
acquisitions  2 7   9
disposals    290  290
at 31 may 2008 181 166 73 467 3229 4116
depreciation
at 1 june 2007 136 119 46 555 2746 3602
charge for the year 37 19 7 112 212 387
disposals    288  288
at 31 may 2008 173 138 53 379 2958 3701
net book amount
at 31 may 2008 8 28 20 88 271 415
at 31 may 2007 45 45 9 137 437 673
company
leasehold 
improvements
£’000
fixtures  
fittings
£’000
plant  
equipment
£’000
computers
£’000
contract 
assets
£’000
total
£’000
cost
at 1 june 2007 181 164 55 692 3183 4275
additions   9 63   46 118
disposals    290  290
at 31 may 2008 181 164 64 465 3229 4103
depreciation
at 1 june 2007 136 119 46 555 2746 3602
charge for the year 37 18 1 112 212 380
disposals    288  288
at 31 may 2008 173 137 47 379 2958 3694
net book amount
at 31 may 2008 8 27 17 86 271 409
at 31 may 2007 45 45 9 137 437 673
56  annual report and financial statements 2009  system c 
57 
notes to the financial statements notes to the financial statements
10 intangible assets
group
customer 
contracts
£’000
software
£’000
own 
software
£’000
contract
software
£’000
total
£’000
cost
at 1 june 2008 212 2517 120 144 2993
additions at cost  1174 8 2 1184
acquisitions see note 21 26 276   302
at 31 may 2009 238 3967 128 146 4479
accumulated amortisation
at 1 june 2008 45 446 110 142 743
charged in the year 52 650 12 2 716
at 31 may 2009 97 1096 122 144 1459
net book value
at 31 may 2009 141 2871 6 2 3020
at 31 may 2008 167 2071 10 2 2250
software relates to the cost of internally developed software and the fair value of software acquired by the group on 
the purchase of subsidiary undertakings 
company
software
£
own 
software
£
contract
software
£
total
£
cost
at 1 june 2008 1069 120 144 1333
additions at cost 1174 8 2 1184
at 31 may 2009 2243 128 146 2517
accumulated amortisation
at 1 june 2008 309 110 142 561
charged in the year 438 12 2 452
at 31 may 2009 747 122 144 1013
net book value
at 31 may 2009 1496 6 2 1504
at 31 may 2008 760 10 2 772
group
year ended
31 may
2009
£’000
year ended
31 may
2008
£’000
cost of sales 442 142
administration and general overheads 274 210
716 352
amortisation is charged to the following lines in the income statement system c  annual report and financial statements 2009
59 
notes to the financial statements
group
customer 
contracts
£’000
software
£’000
own 
software
£’000
contract
software
£’000
total
£’000
cost
at 1 june 2007  808 120 144 1072
additions at cost  591   591
acquisitions see note 21 212 1448   1660
disposals  330   330
at 31 may 2008 212 2517 120 144 2993
amortisation
at 1 june 2007  495 88 138 721
charged in the year 45 281 22 4 352
disposals  330   330
at 31 may 2008 45 446 110 142 743
carrying value
at 31 may 2008 167 2071 10 2 2250
at 31 may 2007  313 32 6 351
company
software
£
own 
software
£
contract
software
£
total
£
cost
at 1 june 2007 808 120 144 1072
additions at cost 591   591
disposals 330   330
at 31 may 2008 1069 120 144 1333
amortisation
at 1 june 2007 495 88 138 721
charged in the year 144 22 4 170
disposals 330   330
at 31 may 2008 309 110 142 561
carrying value
at 31 may 2008 760 10 2 772
at 31 may 2007 313 32 6 351
58  annual report and financial statements 2009  system c 
59 
notes to the financial statements notes to the financial statements
cost and net book amount at 1 june 2007 
additions 2992
cost and net book amount at 31 may 2008 2992
11 investments
the additions comprise of £1124000 in respect of bluestar uk group ltd and a reduction of £340000 of the deferred 
consideration paid to iq systems limited
the additions comprise of £2145000 in respect of iq systems services limited and £847000 in respect of care 
records limited
principal subsidiary undertakings
details of the principal subsidiary undertakings of the company which are included in these consolidated financial 
statements are set out below
company
interests in subsidiary undertakings 
£000
cost and net book amount at 1 june 2008 2992
additions 784
cost and net book amount at 31 may 2009 3776
country of 
incorporation
description of 
shares held
proportion of nominal value 
of shares held
group

company

iq systems services limited great britain ordinary 100 100
care records limited great britain ordinary 100 100
perigon limited great britain ordinary 100 100
bluestar uk group ltd great britain ordinary 100 100
iq systems services limited provides patient administration systems to the independent healthcare sector whilst 
care records limited provides maternity information systems to the nhs bluestar uk group ltd provides healthcare 
it solutions to the nhs
perigon limited was incorporated on 28 january 2008 and has not traded in the year to 31 may 2009 or the prior year system c  annual report and financial statements 2009
61 
notes to the financial statements
  
group company
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
current
trade receivables 3348 2850 2229 2525
other receivables 49 173 481 703
prepayments 508 335 465 308
accrued income 3530 3131 3498 3131
total current 7435 6489 6673 6667
31 may 2009
£’000
31 may 2008
£’000
31 may 2009
£’000
31 may 2008
£’000
noncurrent
accrued income 213 428 213 428
group company
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
gross trade receivables can be 
analysed as follows
fully performing 1728 1738 1294 1451
past due 1620 1112 935 1074
3348 2850 2229 2525
ageing of past due and not 
impaired receivables
1 to 90 days 1601 1112 929 1074
over 90 days 19  6 
1620 1112 935 1074
12 trade and other receivables
60  annual report and financial statements 2009  system c 
61 
notes to the financial statements
group company
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
cash at bank and in hand 14703 3427 14443 3219
cash on short term deposit  9000  9000
14703 12427 14443 12219
13 cash and cash equivalents
14 trade and other payables
group company
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
current
trade payables 557 196 468 188
taxation and social security 1357 1047 1094 980
accruals 2042 2076 1840 2038
deferred income 916 691 663 658
4872 4010 4065 3864
15 provisions
group and company
property 
dilapidations
£’000
national insurance 
provision for share
based payments
£’000
total
£’000
at 1 june 2008 80 24 104
charged during the year 11 36 47
utilised in year  10 10
at 31 may 2009 91 50 141
a dilapidations provisions is recognised for the present value of costs to be incurred to return the leasehold properties 
to their original form this is being built up over the period to the next break clauses within the relevant lease 
the national insurance provision is expected to be utilised as employees exercise share options system c  annual report and financial statements 2009
63 
notes to the financial statements
16 financial instruments
the group’s accounting policies in respect of financial instruments is given in note 1u
the group’s financial liabilities comprise deferred consideration and trade and other payables the group also has 
other financial liabilities which are disclosed as provisions in note 15 and relate to amounts provided for leasehold 
property dilapidations and national insurance charges relating to sharebased payment incentives
the group’s financial assets comprise cash and cash equivalents amounts on short term deposit which are repayable 
within three months without penalty trade receivables and other receivables which arise directly from its operations 
the company’s financial assets also include amounts receivable from subsidiaries
the group does not enter into derivative transactions such as interest rate swaps and forward contracts and it is 
and has been throughout the year under review the group’s policy that no trading in financial instruments shall be 
undertaken
the group has not engaged in any foreign currency transactions during the year and accordingly all information in 
respect of financial instruments relates to items denominated entirely in sterling
the main risks arising from the group’s financial instruments are interest rates on financial assets risk and credit risk 
the board reviews and agrees policies for managing each of these risks as summarised below
interest rate risk on financial assets risk
the group’s interest rate risk arises from bank deposits or borrowings where necessary it is the group’s policy to 
maintain a mixture of variable and fixed interest rates in order to mitigate any potential exposure the interest rates 
received within the year were a mixture of floating and fixed rates between 1 and 6
credit risk
the group’s primary credit risk is attributable to its trade receivables it has policies in place to ensure sales are made 
to customers with appropriate credit histories management believe no further credit risk provision is required  
borrowing facilities
the group had no undrawn committed borrowing facilities during the year 2008 £nil
fair values of nonderivative financial assets and liabilities
where market values are not available fair values have been calculated by discounting expected cash flows at 
appropriate rates of interest set out below is a summary of methods and assumptions used for each category of 
financial instruments
62  annual report and financial statements 2009  system c 
63 
notes to the financial statements
group company
31 may 2009 31 may 2008 31 may 2009 31 may 2008
book 
value
£’000
fair 
value
£’000
book 
value
£’000
fair 
value
£’000
book 
value
£’000
fair 
value
£’000
book 
value
£’000
fair 
value
£’000
primary financial instruments  
held or issued to finance the  
company’s operations
trade and other payables 
current
557 557 196 196 468 468 188 188
deferred consideration 
current
326 326 680 680 326 326 680 680
deferred consideration 
noncurrent
598 598 670 670 598 598 670 670
trade and other receivables 
current
3348 3348 2850 2850 2229 2229 2525 2525
amounts due from subsidiary 
undertakings current
    465 465 542 542
cash and cash equivalents 14703 14703 12427 12427 14443 14443 12219 12219 system c  annual report and financial statements 2009
65 
notes to the financial statements
summary of methods and assumptions
trade and other receivablespayables and cash and cash equivalents
the fair value of the current portion of such amounts is deemed to equate to the book value as such items can be 
realised or fall due for payment in less than one year  
cash and cash equivalents are deposited with banks or similar institutions and attract a variable rate of interest based 
on market rates the fair value is deemed to equate to the cash values deposited
the fair value of the noncurrent portion of trade and other receivables has been calculated by discounting the 
balance by 8 the book value of the noncurrent portion of deferred consideration is equal to the fair value as it has 
been subject to discounting
capital risk management
the group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in 
order to generate returns for shareholders and benefits for other stakeholders and to maintain an optimum capital 
structure for investment
in order to maintain or adjust the capital structure the group may adjust the amount of dividends paid to 
shareholders return capital to shareholders issue new shares or sell assets to reduce net debt or increase net cash
17 share capital
group and company
authorised
31 may 2009 31 may 2008
number £’000 number £’000
1p ordinary shares 405000000 4050 405000000 4050
31 may 2009 31 may 2008
allotted called up and fully paid number £’000 number £’000
1p ordinary shares
 at beginning of year 89548464 895 89480964 895
 allotments 290000 2 67500 
 at end of year 89838464 897 89548464 895
290000 ordinary shares were issued during the year as a result of the exercise of share options as disclosed in note 18  
the total cash consideration received on the exercise of such options was £41000 which resulted in a credit of £2000 
to the share capital account and £39000 to the share premium account
64  annual report and financial statements 2009  system c 
65 
notes to the financial statements
18 sharebased payment
sharebased payment incentives have been granted to 
certain employees and shareholders to acquire ordinary 
shares of 1p each under the system c healthcare 
plc employee share option scheme the system 
c healthcare plc enterprise management incentive 
scheme the system c healthcare plc company share 
option plan the system c healthcare plc sharesave 
plans and various stand alone option agreements
a the system c healthcare plc employee share 
option scheme “esos”
this scheme provides for the grant of unapproved options 
to acquire ordinary shares in the company to employees 
and executive directors of the group
options were granted with an exercise price equal to 
the market value of the shares at the time of grant and in 
relation to options to subscribe for shares the exercise 
price could not be less than the nominal value of the shares 
under the rules of the unapproved scheme the 
unapproved options become exercisable between 
the third and tenth anniversary of the relevant date of 
grant unless otherwise stated in the relevant option 
certificate as a condition of exercise the unapproved 
option holders must make a payment to the company 
of the aggregate exercise price due income tax and 
employee national insurance contributions will be due 
on exercise of the unapproved options which must be 
recovered from the option holders employer’s national 
insurance contributions will be payable by the group on 
the exercise of such options by an employee 
b the system c healthcare plc enterprise 
management incentive scheme “emi”
the company entered into agreements for the grant of 
enterprise management incentive options to certain of its 
key executives and employees subject to the emi legislation 
over ordinary shares in the company the emi plan rules 
were adopted by the company on 16 january 2008
in january 2008 options were granted under the emi 
scheme to the executive directors subject to the emi 
legislation over ordinary shares in the company 
the price at which the options were granted was based 
on average market value on the date of grant  
this method was approved by hmrc
the conditions of the emi provide that the options be 
granted on terms that their exercise will be subject to the 
satisfaction of performance criteria the board will be 
required to be satisfied that over a period of three years 
commencing on the date of grant of the option there has 
been an increase in the company’s earnings per share 
after inflation rpi of 4  
the emi option holders must make a payment to the 
company of 295 pence to exercise the options together 
with a payment or evidence satisfactory to the board of 
arrangements for the payment of any tax and employee 
national insurance liability due on exercise of the emi 
options
c the system c healthcare plc company share 
option plan “csop”
the csop was adopted on 2 june 2005 and is split into 
two parts
part 1
part 1 of the csop has been approved by hmrc under 
schedule 4 to the income tax earnings and pensions 
act 2003 and provides for the grant of approved options  
this scheme is open to all employees of the group and 
those executive directors that are required to work not 
less than 25 hours per week
the conditions of the csop provide that options may be 
granted on terms that their exercise will be subject to the 
satisfaction of performance criteria following admission to 
aim that earnings per share increases on average over 
three years by 4 per annum above the growth in the retail 
price index options may be granted on terms that their 
exercise will be subject to the option holder paying any 
employee’ s national insurance liability arising pursuant to 
the exercise additionally options may be granted by the 
trustees of the group’ s employee benefit trust
the price at which an option holder may acquire ordinary 
shares on the exercise of an option is determined by 
the board but shall be not less than the greater of the 
market value of an ordinary share at the time of grant 
and its nominal value system c  annual report and financial statements 2009
67 
notes to the financial statements
the terms of the csop may be amended by the board in 
any way subject to certain conditions and prior approval 
from hmrc
part ii
part ii of the csop provides for the grant of unapproved 
share options this enables options to be granted 
under the same terms as part i of the csop but without 
complying with the particular requirements of the 
legislation applicable to hmrc approved company 
share option plans the provisions of the csop that 
do not apply under part ii include the £30000 limit the 
requirements for executive directors to work not less 
than 25 hours per week and the need to seek approval 
from hmrc for the scheme and any subsequent 
amendments to it
d the system c healthcare plc sharesave plan 1 
“ssp1”
the system c healthcare plc sharesave plan 1 was 
established on 2 june 2005 the rules of this plan 
have been approved by hmrc under schedule 3 to 
the income tax earnings and pensions act 2003 and 
provide for the grant of approved share options
all employees and fulltime directors of the group who 
have been in continuous service for such period of time 
not exceeding five years as may be determined by the 
board prior to the relevant date of grant of an option 
and who are liable to uk income tax will be eligible to 
participate in this plan participation may also be offered 
at the discretion of the board to other employees or 
directors who otherwise do not satisfy all of the above 
criteria although nonexecutive directors are not eligible 
to participate
the price at which an option holder may acquire ordinary 
shares on the exercise of an option shall be determined 
by the board but shall not be less than the greater of 
80 of the market value of an ordinary share at the time 
of grant and its nominal value
under the terms of this plan options may be granted by 
the board or the trustee of an employee benefit trust 
upon applying for an option the participant is required 
to enter into an approved sharesave contract with a 
no option may be granted to an eligible employee 
under part i which would result in the aggregate exercise 
prices of ordinary shares comprised in all outstanding 
options granted to himher under the csop when 
aggregated with outstanding options held under 
any hmrc approved executive share option scheme 
established by the group exceeding the hmrc limit 
currently £30000 in addition both under part i and 
part ii the aggregate exercise price of options granted 
to an individual under any discretionary share option 
scheme operated by the group in any calendar year shall 
not exceed one times hisher annual salary for that year 
ignoring where relevant options to rights to acquire 
shares granted before or on admission of the company’s 
ordinary shares to aim
options will normally only be exercisable by an option 
holder who is still an eligible employee of the group 
after the third anniversary of its date of grant and before 
the tenth anniversary of its date of grant
earlier exercise is permitted if the option holder dies or 
leaves the group through injury disability redundancy 
or retirement on or after reaching the age of 55 in such 
circumstances options can be exercised notwithstanding 
the fact that fewer than three years have passed since 
the date of grant additionally early exercise may 
be allowed at the discretion of the board in other 
circumstances early exercise is also permitted in the 
event of a takeover reconstruction or voluntary winding 
up of the company
in the event of an early exercise the remuneration 
committee shall determine whether and the extent to 
which options may be exercised taking account of the 
group’s performance up to that time
if the performance conditions attaching to an option 
have not been satisfied at the end of a performance 
period then the option will lapse two months after 
that date or if earlier on the date the board subject 
to guidance from the remuneration committee 
determines that the performance conditions have not 
been satisfied
66  annual report and financial statements 2009  system c 
67 
notes to the financial statements
savings institution nominated by the group which lasts for 
a period of either three five or seven years participants 
will be required to make contributions to the plan of a 
minimum of £5 per month and a maximum of £250 per 
month the total exercise price of the ordinary shares over 
which the option is granted may not exceed the aggregate 
of the monthly contributions and the bonus payable at the 
end of the participant’ s related sharesave contract
options will normally be exercisable during a period of six 
months following the allocation of a bonus under the related 
sharesave contract and will normally lapse on cessation 
of employment earlier exercise is however permitted if 
the participant dies or leaves employment through injury 
disability redundancy or retirement or in the event of a 
takeover or voluntary winding up of the company
the number of ordinary shares over which options may 
be granted under the plan on any date of grant shall 
be limited so that the total number of ordinary shares 
issued or capable of being issued in any ten year period 
under all the company’s employee share schemes is 
restricted to 10 of the company’s issued ordinary 
shares calculated at the relevant time any options or 
rights to acquire shares granted before or on admission 
of the company’s ordinary shares to aim are excluded 
from this limit
the terms of the plan may be amended by the board in 
any way subject to certain conditions and prior approval 
from hmrc
e the system c healthcare plc sharesave plan 2 
“ssp2”
the system c healthcare plc sharesave plan 2 was 
established on 16 february 2007 and operates in a 
manner that is substantially similar to that of the system 
c healthcare plc sharesave plan 1
f the system c healthcare plc sharesave plan 3 
“ssp3”
the system c healthcare plc sharesave plan 2 was 
established on 23 october 2008 and operates in a 
manner that is substantially similar to that of the system 
c healthcare plc sharesave plans 1 and 2
g sharebased payment incentives for nonexecutive 
directors
in addition to the schemes above the group had 
established a sharebased payment incentive for two of 
its nonexecutive directors thomas chambers and dr 
john forrest
under the terms of this arrangement the two individuals 
were entitled to a cash payment based on the increase 
in the share price of the company at the end of each of 
the three financial years ended on 31 may 2008 subject 
to a minimum share price of 54p being the market 
price of the ordinary shares on the admission to aim 
and a maximum cash payment not to exceed the total 
fees payable to these individuals for their services as 
nonexecutive directors over the same 3 year period 
other than this scheme which is a cash settled share
based payment transaction in accordance with ifrs 2 
“sharebased payment” all other sharebased payment 
incentives are deemed to be equity settled
no payments have been made to the nonexecutive 
directors under this arrangement as the requisite 
performance criteria were not met system c  annual report and financial statements 2009
69 
notes to the financial statements
further details of all the share options granted by the group under its various schemes and standalone arrangements 
are given in the tables below
number of ordinary shares of 1p each
date of 
grant period of exercise
exercise price 
in pence
 at 31  
may 2008 exercised granted lapsed
at 31  
may 2009 scheme
25 may 1999 1 apr 2002  31 mar 2009 14031 130000 130000    esop
2 jul 1999 1 mar 2003  27 feb 2010 14031 160000 160000    esop
10 aug 2001 no time limit imposed 33 50000    50000 
10 aug 2001 no time limit imposed 33 50000    50000 
1 oct 2001 4 oct 2004  3 oct 2011 14 109000    109000 esop
1 jul 2002 1 jul 2005  30 jun 2012 14 29000    29000 esop
24 nov 2004 before 24 nov 2014 14 50000    50000 esop
2 jun 2005 1 sep 2008 44 82683   82683  saye
22 jun 2005 22 jun 2008  21 jun 2015 54 1370000   1370000  csop
25 may 2006 25 may 2008  24 may 2015 235 300000    300000 csop
20 sep 2006 20 sep 2010  19 sep 2019 245 700000    700000 csop
16 feb 2007 1 apr 2010 20 1096200    1096200 ssp2
6 jul 2007 6 jul 2010  5 jul 2017 34 450000    450000 csop
18 oct 2007 18 oct 2010  17 oct 2017 28 1486857    1486857 csop
29 jan 2008 29 jan 2011 28 jan 2018 295 813559    813559 emi
29 jan 2008 29 jan 2011 28 jan 2018 295 597694    597694 csop
10 sep 2008 10 sep 2011 – 9 sep 2018 43   1002326  1002326 csop
23 oct 2008 1 jan 2011 26   1335842 26583 1309259 ssp3
7474993 290000 2338168 1479266 8043895
68  annual report and financial statements 2009  system c 
69 
notes to the financial statements
number of ordinary shares of 1p each
date of 
grant period of exercise
exercise price 
in pence
 at 31  
may 2008 exercised granted lapsed
at 31  
may 2009 scheme
25 may 1999 1 apr 2002  31 mar 2009 14031 130000 130000    esop
2 jul 1999 1 mar 2003  27 feb 2010 14031 160000 160000    esop
10 aug 2001 no time limit imposed 33 50000    50000 
10 aug 2001 no time limit imposed 33 50000    50000 
1 oct 2001 4 oct 2004  3 oct 2011 14 109000    109000 esop
1 jul 2002 1 jul 2005  30 jun 2012 14 29000    29000 esop
24 nov 2004 before 24 nov 2014 14 50000    50000 esop
2 jun 2005 1 sep 2008 44 82683   82683  saye
22 jun 2005 22 jun 2008  21 jun 2015 54 1370000   1370000  csop
25 may 2006 25 may 2008  24 may 2015 235 300000    300000 csop
20 sep 2006 20 sep 2010  19 sep 2019 245 700000    700000 csop
16 feb 2007 1 apr 2010 20 1096200    1096200 ssp2
6 jul 2007 6 jul 2010  5 jul 2017 34 450000    450000 csop
18 oct 2007 18 oct 2010  17 oct 2017 28 1486857    1486857 csop
29 jan 2008 29 jan 2011 28 jan 2018 295 813559    813559 emi
29 jan 2008 29 jan 2011 28 jan 2018 295 597694    597694 csop
10 sep 2008 10 sep 2011 – 9 sep 2018 43   1002326  1002326 csop
23 oct 2008 1 jan 2011 26   1335842 26583 1309259 ssp3
7474993 290000 2338168 1479266 8043895
the total number of share options outstanding as at 31 may 2009 represent approximately 90 of the issued share 
capital of the parent company 2008 84
the company’s sharebased payment incentive plans are subject to continued employment and employee share 
options generally lapse 1 year after an individual’s employment with the group has ceased unless a different 
arrangement has been mutually agreed the lapses disclosed in the table above include voluntary withdrawals by 
employees from the company’s sharesave plans
to the extent that shares in such plans are to be purchased by employees below fair value a charge calculated in 
accordance with ifrs 2 “sharebased payment” is included within administration and general overheads in the income 
statement with the corresponding entry being to provisions in the case of cashsettled arrangements or a credit to 
retained earnings in the case of equitysettled arrangements a charge to the income statement of £105000 arose for 
the year ended 31 may 2009 2008 £72000 and relates entirely to equitysettled arrangements 
in calculating the amounts above the group has taken advantage of the exemption allowed under ifrs 2 “share
based payment” and only applied this standard to equitysettled awards made since 7 november 2002 but that have 
not vested by 1 june 2005 the date of its transition to ifrs
share options were exercised by employees at various times during the year the weighted average share price at the 
time of the exercise of the options was 417p 2008 315p
the group has a provision for national insurance contributions of £50000 2008 £24000 in respect of liabilities arising 
from the above sharebased payment transactions in respect of its employees
the following table summarises the key assumptions used in calculating the sharebased payment charge for the year
sharebased payment incentives
references are to schemes detailed above
esos emi csop csop ssp1 ssp2 ssp3 other
option pricing model used
black 
scholes
black 
scholes
black 
scholes
black 
scholes
black 
scholes
black 
scholes
black 
scholes
black 
scholes
weighted average fair value 5p 5p 19p 8p 13p 6p 8p 4p
weighted average share price 12p 23p 45p 35p 45p 21p 28p 20p
weighted average exercise price 14p 28p 54p 43p 44p 20p 26p 25p
basis of expected volatility 60 40 60 40 40 40 40 40
riskfree rate 43 5 43 50 43 43 43 43
expected option term years 5  5 3 3 3 3 3
expected dividends per year 2 2 2 2 2 2 2 2
assumptions on expected volatility and expected option term have been made on the basis of historical data 
wherever available for the year corresponding with the vesting period of the option best estimates have been used 
where historical data is not available in this respect system c  annual report and financial statements 2009
71 
notes to the financial statements
19 reserves
the movement on individual reserves is set out in the statement of changes in shareholders’ equity on pages 34 
and 37 
own shares held in trust 
the system c healthcare plc employee benefit trust the “trust” holds 2287741 ordinary shares of 1p each with 
a cost of £1235000 2007 £1235000and a market value as at 31 may 2009 of £1121000 2008 £806000 the trust 
acquired these shares at 54p each on the placing and admission of the company’s ordinary shares to aim in june 2005
the trust used the funds loaned to it by system c healthcare plc to meet the obligations under the various share 
option schemes that the company operates share options are granted to the employees at the full discretion of the 
trustees after consultation with the company although the trustees are not legally bound to follow the advice arising 
from such consultations with the company the loan provided to the trust will be repaid from the proceeds payable by 
employees to exercise share options which are equal to the placing price of 54p
as at 31 may 2009 300000 2008 1830000 of the total ordinary shares held by the trust had been allocated to the 
directors and senior management under the csop with a nominal value of 1p each 2008 1p and a market value of 
235p for those options allotted on 24 may 2006 respectively all of these shares had vested with the employees as at 
31 may 2009 the trust has waived its right to dividends
20 dividends
group and company
year ended
31 may 2009
£’000
year ended
31 may 2008
£’000
1p ordinary shares
final paid 036p per share in relation to year ended 31 may 2008
 2008 024p in relation to the year ended 31 may 2007 314 209
interim paid 022p per share in relation to the year ended 31 may 2009
2008 paid 018p per share in relation to the year ended 31 may 2008 192 157
506 366
in addition the directors are proposing a final dividend in respect of the financial year ended 31 may 2009 of 044p 
per share which will absorb an estimated £480000 of shareholders’ equity
if approved it will be paid on 9 november 2009 to those shareholders who are on the register of members on 
9 october 2009
70  annual report and financial statements 2009  system c 
71 
notes to the financial statements
21 acquisitions
bluestar uk group limited
on 1 may 2009 the company purchased the entire issued share capital of bluestar uk group ltd for £490000 in cash 
including acquisition expenses of £90000 plus further potential deferred consideration of £2600000 dependent on 
the achievement of certain performance criteria 
the table below sets out the group’s assessment of the fair values of assets and liabilities acquired adjustments have 
been made to separately identify intangible assets acquired
book value per 
management accounts
£’000
adjustments to
fair values
£’000
provisional fair 
value to the group
£’000
intangible assets
 software  intellectual property 158 118 276
 customer contracts  26 26
property plant and equipment 22  22
trade and other receivables 663  663
cash and cash equivalents 32  32
trade and other payables 623  623
deferred tax on intangible assets 44 40 84
net assets acquired 208 104 312
goodwill note 8 812
consideration 1124
in its last financial period of 12 months to 31 october 2008 bluestar uk group limited made a profit before tax 
of £287000 
between the date of acquisition and 31 may 2009 bluestar uk group limited’s results were as follows
£’000
revenue 234
cost of sales 43
gross profit 191
operating expenses 210
loss from operations 19
financial income 
financial expense 
loss before taxation 19
taxation 6
loss for the period after taxation 13
if bluestar uk group limited had been included in the group from the start of the financial year it is expected that 
revenue and profit before tax would have been approximately £3163000 and £157000 system c  annual report and financial statements 2009
73 
notes to the financial statements
group company
31 may 2009
£’000
31 may 2008
£’000
31 may 2009
£’000
31 may 2008
£’000
land and buildings leases
within one year 218 217 189 190
within two to five years 122 159 105 120
340 376 294 310
motor vehicle and other leases
within one year 50 55 50 55
within two to five years 31 44 31 44
81 99 81 99
total
within one year 268 272 239 245
within two to five years 153 203 136 164
421 475 375 409
23 related party transactions
the following transactions with related parties occurred during the year ended 31 may 2009
a transactions with shareholders
during the year professional services were provided to the group by medical information research limited of which 
s w smith a shareholder of the parent company is a director total fees levied by medical information research 
limited in the year amounted to £11000 2008 £26000 at the year end the balance due from the group to 
s w smith amounted to £11000 2008 £nil
during the year legal services were provided to the group by a shareholder l brooks total fees levied by l brooks 
in the year amounted to £11000 2008 £106000 at the year end the balance due from the group to l brooks 
amounted to £nil 2008 £nil
during the year ad hoc services were provided to the company by a shareholder t sackville a consultant specialising 
in healthcare opportunities total fees levied by t sackville in the year amounted to £8000 2008 £8000 at the year 
end the balance due from the group to t sackville amounted to £nil 2008 £7500
during the year professional services were provided to the company by endava limited of which m kinton a 
shareholder of the parent company is a director total fees charged by endava limited in the year amounted to £412000 
2008 £272000 at the year end the balance due from the group to endava limited amounted to £42000 2008 £nil
b transactions with directors during the prior year
during the year professional services were provided to the company by n willmore a consultant specialising in public 
relations and spouse of m s bolton a director of the parent company t otal fees levied by n willmore in the year amounted 
to £nil 2008 £20000 at the year end the balance due from the group to n wilmore amounted to £nil 2008 £1950
there are no other transactions that require disclosure in accordance with the requirements of ias 24 “related party 
disclosures”
22 operating lease commitments
the total future minimum lease payments for the company in respect of noncancellable leases based on date of 
expiry are as follows
72  annual report and financial statements 2009  system c 
73 
c transactions with subsidiaries
the group has taken advantage of the exemption under ias 24 ‘related party disclosures’ not to disclose transactions 
and balances between group entities that have been eliminated on consolidation
at the year end balances due from subsidiaries to the company amounted to £465000 2008 £542000 the amounts 
due from subsidiary undertakings are unsecured interest free and repayable on demand
24 post balance sheet events
details of dividends proposed after the balance sheet date are given in note 20
on 15 july 2009 the company acquired liquidlogic limited a provider of software and related services to the social 
care sector for a total consideration of up to £142 million including an initial consideration of £102 million and up to 
£40 million in deferred consideration since the work on the completion balance sheet is still to be finalised it would 
be impractible to provide any further financial information
on 3 august 2009 the company undertook a placing of 25 million of the company’s 1p ordinary shares to new and 
existing institutional shareholders admission to aim of 25000000 new ordinary shares took place on 5 august 2009 
the net proceeds received from the placing were £96 million after paying fees and commissions and providing loans to 
the ebt to acquire shares
notes to the financial statements  annual report and financial statements 2009  system c
75 
company information
directors
markus bolton
andrew coll
dr ian denley
jim horsburgh
thomas chambers
dr john forrest
dr christopher mclaren
company secretary
jane conner
registered number
01754990
registered office
brenchley house
week street
maidstone
kent me14 1rf
tel 01622 691616
fax 01622 691241
email investorssystemccom
independent auditors
chartered accountants and statutory auditors
pricewaterhousecoopers llp
first point buckingham gate
gatwick  rh6 0pp
principal bankers
barclays bank plc
maidstone corporate banking centre
po box 427
4046 high street
maidstone kent me14 1tw
nominated advisor and broker
charles stanley securities 
131 finsbury pavement 
london  ec2a 1nt
registrars and transfer office
computershare investor services plc
po box 859 corporate actions
the pavilions bridgwater road
bristol bs99 1xz
share quotation
the company’s shares are listed on aim a market of that 
name operated by the london stock exchange plc
solicitors
travers smith
10 snow hill
london ec1a 2al system c healthcare plc 
brenchley house 
week street 
maidstone 
kent me14 1rf
01622 691616 
wwwsystemccom 
infosystemccom
© system c healthcare plc 2009 
information correct at time of going to press september 2009 
system c
connected care
system c


Summary:
 system c  annual report and financial statements 2009
chairman’s report 
introduction and highlights 
this has been another good year for system c we 
have achieved strong financial growth in a difficult 
economic environment revenues increased by 21 
to £219m an operating profit margin of 16 was 
achieved and the group closed the year with £147m 
cash an increase of £23m on 20078  
we have continued investing in our product range both 
through internal development and through strategic 
acquisition of complementary products and technologies 
the acquisitions of care records and iq systems in the 
previous financial year have been fully integrated and their 
products are now incorporated into the medway suite 
during the last year we successfully deployed over a dozen 
medway systems smoothly on time and within budget 
on the services side the delivery team continued to 
perform well within the government’s healthcare it 
programme for both connecting for health and local 
service provider clients at the same time the group saw 
substantially increased demand for deployment and post 
golive services provided directly to nhs trusts
during the course of the year system c also continued its 
strategic expansion beyond nhs trusts we successfully 
completed the implementation of our medway sigma 
electronic patient record and management system at 
the nottingham nhs treatment centre the largest 
independent sector treatment centre in europe for 
example we signed a fiveyear eprpas contract with a 
wiltshirebased consortium of gps which is pioneering 
government plans to provide selected acute services in 
a community setting we launched our flagship medway 
product suite into the middle east healthcare market   
acquisitions
in may we acquired bluestar uk group ltd a specialist 
developer and supplier of innovative healthcare it 
solutions for a maximum consideration of £3 million 
bluestar’s products include a radio frequency 
identification rfid system for tracking patients and 
equipment an infection control system and the igflow 
information governance product which helps healthcare 
providers manage confidential patient data  
the products are a good complement for medway sigma 
and have already been integrated with and sold alongside 
our existing product range  
 
 
since the yearend system c has completed the 
acquisition of liquidlogic an established provider of it 
solutions to the social care market in the uk for a total 
consideration of up to £142m in cash and shares through 
this acquisition we have created the first health and social 
care it company of significant scale in the uk  
“
“
during the last year we 
successfully deployed over 
a dozen medway systems 
smoothly on time and 
within budget
medway
rfid
medway
ig toolbox
medway
infection control
medway
benchmarking
6 
jim horsburgh annual report and financial statements 2009  system c
7 
in conjunction with the liquidlogic acquisition system c 
successfully raised £120m through a placing of ordinary 
shares in the company in order to fund further expansion 
the placing was undertaken at a small discount to the mid 
market price and we are very pleased to have received 
continued and enthusiastic support for our strategy from 
both our existing shareholder base and from a number of 
new institutional investors
liquidlogic is the fourth acquisition system c has 
completed in the last three years each of these has 
brought to the group complementary products and 
technology clients with a need for the wider group’s 
products and services and people who share our passion 
for health and social care and our drive for efficient 
delivery  we see scope for further acquisitions ahead 
provided they meet our investment criteria and offer the 
promise of good returns to our shareholders
people and the board 
we are primarily a people business our employees are 
dedicated professional and passionate about health and 
social care it is these qualities which have enabled us to 
build and maintain our reputation as a firstrate delivery 
organisation the board would like to take this opportunity 
to thank everyone for the commitment and hard work that 
made the year such a success
we were pleased to have achieved ”best company” status 
category under the sunday times “best companies” 
criteria again this year  we take our responsibilities to our 
staff extremely seriously and we are delighted to see our 
efforts recognised again this year
system c is also committed to high standards of corporate 
governance as an aimlisted group we are not bound by 
the combined code on corporate governance but have 
voluntarily adopted many of the provisions of the code
dividends 
the board is recommending a final dividend of 044p 
giving a total dividend of 066p for the year this represents 
an increase of 22 on 2008 and reflects the strong financial 
performance and cash generation of the business  
if approved by the shareholders at the annual general 
meeting on 3 november 2009 the final dividend will be 
paid on 9 november 2009 to those shareholders on the 
register on 9 october 2009
current trading and outlook 
this is a time of considerable political and economic 
upheaval and there is no doubt that leaner times are 
ahead for the nhs however we believe that system c 
is in a very good strategic position to help the nhs with 
its changing priorities  we have had a good start to the 
new financial year and we are on target to achieve another 
good performance in 200910  
the government’s drive towards the provision of high 
quality services within tightening budgets offers further 
opportunities to the group across the board 
system c’s products and services have been designed in 
order to help manage change and introduce efficiency in 
healthcare provision this includes our traditional patient 
management and clinical systems as well as the healthcare 
improvement business that we have been growing over 
the last year  
at the same time the national programme for it is 
introducing secondary care systems of choice for the 
three southern strategic health authorities allowing 
trusts to choose from a wider range of centrally funded 
computer systems this is an interesting development 
which is expected to speed up the deployment of acute 
community and mental health systems in the south and is 
expected to generate substantial opportunities both for 
system c’s products and for its deployment services
finally at a time when the government is exhorting 
health and social care services to work much more closely 
together system c has by acquisition become the uk’s 
first major health and social services supplier 
jim horsburgh 
chairman 
24 september 2009