misys plc
one kingdom street
paddington
london w2 6bl uk
t 44 020 3320 5000
f 44 020 3320 1771
misys banking
one kingdom street
paddington
london w2 6bl uk
t 44 020 3320 5000
f 44 020 3320 1771 
misys treasury  capital markets
1180 avenue of the americas
4th floor
new york ny 10036 usa
t 1 212 898 9500
f 1 212 898 9510 
misys healthcare
8529 six forks road  
raleigh
north carolina 27615 usa
t 1 919 847 8102
f 1 919 846 15550 
misys open source solutions
1180 avenue of the americas
4th floor
new york ny 10036 usa
t 1 212 898 9500
f 1 212 898 9510
annual report 2008 
transformation for growth
to view the annual report online go to wwwmisyscomreport2008
misys plc annual report 2008 ‘get fit’
  achieved during  
march 2007–may 2008
  execute cost savings and productivity 
improvement ahead of expectations
  invest for the future investment made  
in products and implementing world  
class processes
  115 margin improvement  
exceeded margin improvement to 16
  flattish revenues grown revenues on a 
likeforlike basis by 6
 ‘win more’ 12 years
 
  58 revenue growth
  margin improvement build on the 16 
achieved and seek an additional 12 
margin
  global services continue innovation 
along the value chain and grow 1518
  treasury  capital markets boost 
service capability and capacity and 
achieve 1013 growth
  banking expand in growth geographies 
and increase profitability
  healthcare expand product footprint and 
return to growth
 ‘lead’ 24 years
 
 continued revenue growth
 margin expansion to 20
 installed base growth
 successfully launch new products
 note misys delivered ahead of schedule  
in the first stage of the turnaround as we  
enter the second phase we have updated  
and improved the strategic goals
started 2007 june 2008 – ongoing
misys people serving customers in 120 countries 
are delivering real and lasting value for customers
our strategy is to provide innovative integrated 
solutions and services that set us apart as the 
leading application software provider to the 
financial services and healthcare industries
the misys strategy
contents
01 performance highlights
02 chairman’s statement
04 chief executive’s review
 07  how have we progressed  
against our six strategic  
imperatives
 08 innovation
 10 highvalue services
 12 worldclass performance
14 operational review
 14 treasury  capital markets
 16 global services
 18 banking
 20 healthcare
 22 open source solutions
24 people and corporate responsibility
26 financial review
34 board of directors
36 directors’ report
39 corporate governance report
44 directors’ remuneration report
53 financial statements
 53  statement of directors’ responsibilities
 54 independent auditors’ report
 55 consolidated income statement
 55  consolidated statement of  
recognised income and expense
 56 consolidated cash flow statement
 57 consolidated balance sheet
 58 accounting policies
  
 63 notes to the financial statements
 91 independent auditors’ report
 92 company balance sheet
 93  notes to the company financial 
statements
 98 five year financial record
99 investor information
our values are  
clear they start  
with a client focus  
and end with results

client focus
leadership
excellence
aspiration
results misys plc annual report 2008  01
performance highlights
misys returns to full year growth with group revenues  
of £492m up 6 on the prior year on a likeforlike basis  
5 on a statutory basis
total order intake £259m up 7
adjusted operating profit £81m up 37
statutory operating profit £52m
adjusted basic earnings per share from continuing operations 126p
proposed merger of misys healthcare with allscripts healthcare 
solutions on track
misys delivers results ahead of expectations for phase one of the 
turnaround strategy and raises targets for the next phase of the 
turnaround plan
misys is moving into the next phase of the turnaround plan  
building a platform for growth
 126p
adjusted basic earnings per share pence  
from continuing operations
£81m
adjusted operating profit £m
£492m
revenue £m
what did misys achieve in 200708
we fulfilled our promises achieving the tough 
targets we set for the business last year  
we focused on higher growth markets  
we launched high value solutions and services  
and we’re now transforming the way we 
operate through partnerships innovation 
and an even sharper focus on meeting our 
customers’ needs
mike lawrie chief executive
q
a
performance highlights
we want to be the best 
application software and services 
company delivering results for 
the most important industries in 
the world
mike lawrie chief executive 02  misys plc annual report 2008
chairman’s  
statement
chairman’s statement
we have seen 12 months of good 
performance from all of our 
businesses and the company 
is now in much better shape to 
compete and win more
sir dominic cadbury chairman
is misys now moving in the right direction
absolutely we have completed the first 
phase of the turnaround successfully and 
the company is entering a new phase 
establishing a platform for growth
q
a
02   misys plc annual report 2008  03
t his year misys generated group revenue  
of £492m up 6 on a likeforlike basis and 
adjusted operating profit of £81m up 37  
on the prior year  on a statutory basis group 
revenue is up 5 and operating profit is 
£52m adjusted basic earnings per share 
from continuing operations were 126p  
the board recommends a final dividend  
of 495p per share bringing the full year 
dividend to 791p
fit to compete
last year’s annual report reflected the rapid 
and farreaching changes going on within the 
company my chairman’s message focused 
on the significant board and management 
changes we had made our new strategy and 
our immediate objectives
this year i am pleased to report that misys 
has moved forward and has made the 
changes required quickly and successfully 
we have seen 12 months of good 
performance from all of our businesses 
and the company is now in much better 
shape to compete and win more
last year we announced six strategic 
imperatives in order to deliver on our vision 
to be the leading application software and 
services provider to the most important 
industries in the world i am pleased to 
report good progress against each of the 
strategic imperatives
highlights this year included progress on 
the development of fundamentally 
important platforms and solutions such as 
misys bankf usion in banking where we 
announced that standard bank of south 
africa will be the first bank to implement 
misys bankf usion universal banking
in our healthcare business we filled a 
major portfolio gap with the launch of misys 
myway™ we also saw strong growth in our 
services business and with the launch of 
strategic partnerships we increased our 
access to opportunities in growth 
geographies such as china india the 
middle east and eastern europe 
throughout the year the company 
maintained a clear focus on meeting the 
needs of our clients and this has played a 
major role in our progress
this year we also saw the enduring value of 
the company’s global reach and expanded 
our presence in two important sectors 
financial services and healthcare while we 
are conscious of the effects of the economic 
and financial issues affecting north 
america and western europe we have 
benefited from the rapid growth in financial 
services across asia eastern europe and 
elsewhere meanwhile the missioncritical 
nature of the financial systems we provide 
continues to stimulate strong demand and 
in the us longterm government 
investment in healthcare is helping to 
increase demand for our services and 
solutions our global reach and strong 
recurring revenues means that the credit 
crisis to date has not affected our 
expectations for misys
accelerating growth
with the company in better shape our 
challenge now is to accelerate growth 
significantly we must take our commitment 
to customers to the next level introducing 
more innovative solutions and services  
we must ensure that we continue to focus 
on the most valuable market areas within 
financial services and healthcare while 
growing the opportunity for misys in 
emerging areas we must continue to 
strengthen our presence in growth 
geographies we must also further enhance 
our processes and systems so the revenue 
growth we achieve is translated into 
improved margins and enhanced 
shareholder value
t he proposed merger of our healthcare 
business with allscripts is a particularly 
exciting prospect the combined business 
would be a leader in its chosen markets and 
a strong platform from which to accelerate 
growth achieving faster levels of growth is 
also the rationale for our proposed change 
in dividend policy f rom 2009 the c ompany 
will retain funds that would otherwise have 
been issued as dividends to shareholders 
and we will reinvest these funds in the misys 
businesses we believe this capital structure 
will help increase our rate of growth 
creating greater longterm value for 
shareholders
a strong leadership team
the board comprises five experienced 
nonexecutive directors together with the 
chief executive mike lawrie and the chief 
financial officer jim malone the board 
has worked together very effectively this 
year and acted quickly and decisively over 
the proposed merger with allscripts 
valueact capital master f und lp provided 
an underwriting commitment for the equity 
financing for the cash portion of the 
transaction
the executive team has performed 
extremely well this year leading the 
company through the first phase of the 
turnaround and achieving levels of growth 
ahead of expectations the matrix structure 
of the company requires collaborative 
working between the senior leaders of our 
five businesses and this is operating well
i congratulate and thank the whole team at 
misys for their dedication and hard work in 
transforming misys
we believe the rewards offered to the 
executive team must continue to be aligned 
with shareholder return but their targets 
must also relate to aspects of performance 
they can influence directly with this in 
mind we propose to introduce a number of 
changes to our executive remuneration 
policies and these proposed changes to 
longterm incentives will be presented for 
shareholder approval at the annual general 
meeting
looking ahead
i am pleased by the progress made this 
year the inclusion of major global financial 
institutions on our share register suggests 
there is recognition of the strength and 
vitality of the transformed misys i believe 
we are heading in the right direction and  
i look forward to reporting on a year of 
growth and significant progress in  
12 months’ time
sir dominic cadbury
chairman chief  
executive’s  
review
chief executive’s review
why do you describe this as a year of 
transformation
in last year’s annual report i set out a new 
strategy this year i can report good progress  
we enhanced the value we deliver for customers 
and we entered a new phase focused on building 
a growth platform this is a remarkable business 
transformation
q
a
04  misys plc annual report 2008 misys plc annual report 2008  05
we promised to align misys with 
the needs of customers and the 
expectations of shareholders 
– we are executing ahead of 
schedule and our performance 
shows that we are moving in the 
right direction
mike lawrie chief executive
we are getting fit
in march 2007 we set out the misys strategy 
to turn around and improve the financial  
and operating performance of the 
company our vision is to become the 
leading application software and services 
provider to the most important industries  
in the world by providing customers with 
integrated comprehensive solutions
i am pleased to report good progress 
executing against the strategy
we have completed the sale and disposal  
of noncore operations including sesame 
and two healthcare businesses we have 
repositioned our portfolio around high
growth market areas
we have taken costs out of the organisation 
through a range of productivity 
improvements procurement savings 
reorganisation and back office offshoring 
– which has helped move us from a net 
debt position to a positive cash position
since we announced the strategy we have 
built a new leadership team which is now 
well established and has shown its ability 
to execute against our strategy
misys is fitter sharper and more 
competitive as a result of our actions and 
our key performance indicators underline 
this we have improved margins by three 
percentage points and have delivered 
revenue growth of 6 which were ahead  
of plan and expectations
our customer satisfaction levels are 
improving across all areas of the business 
and while there is still a lot more to do i am 
encouraged with the early indicators we 
achieved these improvements despite a 
challenging macroeconomic environment 
and tough competition in our markets
launched innovative solutions and services
over the last year in banking we saw the 
much anticipated launch of misys 
bankf usion a new universal banking 
platform which is able to host an array of new 
and exciting applications and services we 
started the implementation of our first misys 
bankf usion solution in spring 2008 with our 
first customer standard bank of south africa
in t reasury  capital markets tcm all  
of our key applications are now available  
or due for launch as hosted solutions and 
extend the asset classes they cover
in healthcare we launched misys myw ay™ 
which provides small physician practices 
with practice management electronic 
medical records and claims management 
applications in one solution we also 
announced our proposed merger with 
allscripts combining misys healthcare’s 
strengths in practice management and 
allscripts strengths in electronic health 
records ehr we will create a true leader 
in the fast growing ehr market which is 
forecast to be worth us5 billion by 2015 
the combined company will have an 
installed base of around 150000 physicians 
this merger will transform our healthcare 
business to a leadership position
we launched a new open source division 
during the year to help drive innovation in 
the market place t wo market opportunities 
have been identified carbon trading and 
connecting healthcare communities  
open source is working towards launching 
the first revenue generating solution  
during 2008
in global services the business has grown 
significantly by increasing the breadth and 
depth of support we provide and enabling 
customers to maximise their return on 
investment in solutions our training 
solution misys academy grew and we 
launched the innovative online training 
portal misys learning suite
developed a more resilient business model
the past year has witnessed a shift in 
economic sentiment which has brought  
with it a new and different set of challenges 
whilst we will continue to closely monitor 
the needs of our customers demand for  
our solutions and service support has been 
largely unaffected most notably in africa 
asia the middle east r ussia and the cis  
within our established markets of north 
america and western europe many 
customers are seeking solutions and service 
support to help address cost compliance 
and risk issues t his inherent geographic 
strength of our business model combined 
with 58 of our revenues being recurring 
and our growing services business means 
that not only can we take confidence in our 
ability to meet our expectations across the 
cycle but also that the credit crisis to date 
has not changed our expectations for misys 
however we have appropriate contingency 
plans in place 06  misys plc annual report 2008
chief executive’s review
established winning partnerships in new 
highgrowth markets
we increased our presence and capabilities 
in the fastest growing geographic markets 
– including the middle east china india 
and eastern europe w e launched strategic 
partnerships that further strengthen our 
offering and open up new markets as an 
example our partnership with digital china 
will open up a market of 30000 small and 
medium sized banks in china
increased efficiency and productivity
we are establishing common systems and 
processes within misys to drive 
performance cost efficiency and 
productivity improvements during the year 
we adopted and implemented worldclass 
business processes such as salesforce
com supportforcecom cognos clarity 
and others and these will help us achieve 
significant runrate savings enhanced 
development processes and faster 
response time for customers
increasing targets for the next phase
misys has delivered ahead of schedule on 
the targets for phase one of the turnaround 
that we outlined in our march 2007 strategy 
presentation we are now entering the 
second phase and in light of the progress we 
have made we think it appropriate to update 
the strategic goals for this new phase
f or the next phase of the turnaround which 
we expect will take around two years to 
execute misys is aiming to
  grow revenue at around 58 up from 
the 24 targets originally set out in 2007
  grow our global services business at 
around 1518 up from the 35 targets 
originally set
  over this same period we aim to grow 
revenue in tcm by 1013 up from the 
previous growth rates
  build on the 16 we achieved for group 
margins in phase one and seek an 
additional 12 margin improvement in 
the second phase of the turnaround
none of these targets reflect the expected 
positive impact of the allscripts merger 
with misys healthcare
getting the company fit for the future was 
just the start as we move into the next 
phase of our turnaround strategy we are 
sharpening our focus on competing harder 
winning more and increasing the longterm 
value we create for customers and 
shareholders
we are transforming the misys culture
the changes we introduced this year have 
made a positive impact due to the talent 
and commitment of our employees we 
asked our people to deliver and they did 
they responded to change with a terrific 
attitude hard work and the achievement  
of tangible results
i am delighted that our latest employee 
survey shows we are making progress on 
employee engagement it takes time to 
transform an organisation but we are 
moving in the right direction led by a 
strong and accountable leadership team 
compelling values and a high performance 
culture wherever we operate misys people 
now share a clear vision and values and 
that is having a powerful effect on how we 
work together
i have been impressed by the loyalty our 
people feel towards the customers they 
support employees tell me that the wider 
effects of our work are also important to 
them f rom helping to improve the quality of 
healthcare for millions of people to playing 
an active role in meeting the challenge of 
climate change – what we do can benefit our 
customers and the wider world
we are taking misys to the next level
t he good progress we made in executing our 
strategy ahead of plan allows us to improve 
our strategy goals the principles we set out 
at the start of our turnaround remain true 
today everything we do must be focused 
around meeting the changing needs of our 
customers we must keep driving costs 
down and efficiency up we must keep 
investing in our most valuable markets and 
launching new and better solutions and 
services our competitors are not standing 
still and we need to deliver more than ever 
before if we are to compete successfully
we have performed well this year and go 
into the second phase of our turnaround in 
good shape but there is no complacency 
here our absolute priority is clear – we 
must find more and more ways to increase 
the value we deliver to customers that is 
what will drive us forward in the future
mike lawrie
chief executive
this year we took an enormous 
step towards leadership in 
healthcare when we announced 
our proposed merger with 
allscripts
mike lawrie chief executive
group revenue

6 growth
operating profit

 improvement
37 growth
total order intake
7 growth
operating margin

13 growth

  financial performance measures 
reported on a likeforlike basis  
see page 27 for reconciliation to  
statutory measures
2008
2007
£492m
£464m
2008
2007
£81m
£59m
2008
2007
£259m
£242m
2008
2007
16
13 misys plc annual report 2008  07

  financial performance measures 
reported on a likeforlike basis  
see page 27 for reconciliation to  
statutory measures
how have we 
progressed against 
our six strategic 
imperatives
build a solutions orientation
 launched misys bankfusion universal banking
 achieved strong orders for new misys myway™ solution
 embedded bestinclass applications in our solutions
  helped customers maximise value through misys academy
deliver a focused strategy and integrated portfolio for 
each of our business units
 defined communicated and implemented clear strategy
 realigned portfolio to highergrowth segments
  completed disposals and announced proposed merger of 
misys healthcare with allscripts
develop winning partnerships and collaborations
  accessed growth markets through partners like digital 
china ibm wipro and hcl
 enhanced solutions through relationships such as sap
  improved development through partners such as 
symphony
revitalise the organisation
  we replaced 80 of senior executives and 75 of second 
line managers
  communicated and implemented a clear transformation plan
  strengthened culture with focus on values
 aligned executive reward with shareholder return
continuously innovate to capture market opportunities
 launched open source division
  added new functionality to solutions increasing value for 
customers
  deepened customer relationships through customer 
advisory boards
improve financial performance
 misys returns to growth
 revenues increased by 6

 total order intake increased by 7
 adjusted operating profit increased by 37

  adjusted basic eps from continuing operations increased 
by 67 to 126p

2
3
4
5
6
1 08  misys plc annual report 2008
chief executive’s review 
innovation
how is misys using technology innovation to drive  
business growth
the pursuit of excellence and a zest for innovation 
are firmly at the centre of where we are going with 
product development in misys
cory eaves executive vice president  
chief technology officer and chief information officer
we are progressing a proposed 
merger with allscripts creating the 
possibility of an extraordinary new 
leader in the healthcare market
we are transforming our approach developing 
and launching a range of innovative customer
focused initiatives – from a proposed merger 
to a radical open source development strategy
q
a
we are enhancing the scale and reach of our proven 
solutions in treasury  capital markets by adding new 
functionality to address new asset classes and constant 
demand for faster response times
d isco ver more about misys – wwwmisyscom misys plc annual report 2008  09
we are thriving in highgrowth 
markets such as china india 
russia and the middle east – 
introducing the new services  
and solutions customers need  
to grow rapidly and respond to  
a fastmoving world
we are embedding other bestinclass 
applications in our solutions – from 
proven partners such as ibm – to help our 
customers optimise their solutions speed 
up implementation and reduce the 
number of vendor relationships they need
we are addressing valuable market 
opportunities with new solutions like 
misys myway™ for smaller physician 
practices and misys t rade portal for 
banks and their customers
we are creating new addressable markets 
in carbon trading and connected healthcare 
communities transforming current market 
dynamics through an imaginative approach 
to open source development
we are doing even more to meet 
customers’ needs carrying out 
comprehensive research and satisfaction 
surveys introducing more customer 
advisory councils and implementing  
a companywide reorganisation of our  
sales processes
we are introducing more hosted 
solutions so customers can 
benefit from the faster more 
flexible and more costefficient 
applications and services 
delivered by software as a service
 up 300
north american voluntary carbon 
trading market has tripled in value 
in one year 20062007 and is now 
valued at us331m source new 
carbon finance 10  misys plc annual report 2008
how important are services to the misys business
services are playing a vital role in increasing our 
revenue and profitability they’re also enabling 
customers to maximise the value they get from our 
solutions which helps to increase customer loyalty 
and they’re enabling us to get closer to customers so 
we can ensure the solutions we’re developing today 
will address the challenges they will face tomorrow
eileen mcpartland executive vice president global sales  services
we are transforming our services and 
solutions developing and launching new 
and better ways for customers to improve 
performance and address opportunities 
chief executive’s review
highvalue services
we are helping customers get the 
most from our solutions through 
initiatives such as our training 
service misys academy
q
a
we are creating strategic partnerships with bestinclass 
providers like sap digital china hcl ibm and wipro 
technologies to extend our distribution in highgrowth areas 
access new markets and enhance our sales marketing 
development and internal systems
d isco ver more about misys – wwwmisyscom misys plc annual report 2008  11
up 16
global services – t otal order intake  
increased to £83m
we are redefining standards in 
banking with the successful launch 
of the misys bankf usion platform 
and a range of new bankf usion 
solutions and extensions
we are increasing the capacity 
and capability of our 
development centres around 
the world launching new and 
better ways to help customers 
upgrade and manage solutions
we are growing our five  
service lines to add value  
to customers and introducing 
innovative revenue generating 
initiatives like l earning suite 12  misys plc annual report 2008
chief executive’s review 
worldclass performance
we are adding value providing 
customers around the world with 
access to better solutions and  
better support
we are transforming our results creating 
greater value for customers a compelling offer 
for employees and partners and longterm 
value growth for shareholders
q
a
how are all these changes making misys a 
stronger business
 we’re transforming an underperforming group 
into a worldclass business healthcare has 
tremendous prospects banking and treasury  
capital markets are growing and have enormous 
potential and we’re becoming a sharper fitter 
organisation too but this is just the start over the 
next 12 months we’re looking to accelerate growth 
rapidly creating substantial longterm value for all 
of our stakeholders
peter mccullagh executive vice president and chief marketing officer
the inherent geographic strength of our business model 
combined with 57 of our revenues being recurring and our 
growing services business means that we take confidence  
in our ability to meet our expectations across the cycle
d isco ver more about misys – wwwmisyscom misys plc annual report 2008  13
we are engaging our employees 
through our global employee 
surveys transforming their 
feedback into new and better ways 
to inspire and support their work
we are executing deals and 
implementing change programmes 
on plan on time and on budget 
giving the company greater focus 
on the markets customers and 
technologies that really matter
we are setting and meeting stretching 
targets for the company with 58 
revenue growth and 20 margin growth 
during the turnaround plan
up 7
t otal order intake increased  
to £259m on a likeforlike basis 14  misys plc annual report 2008
our business
we are one of the world’s leading providers 
in our market creating comprehensive 
integrated solutions and services that help 
customers manage their capital market 
activities across all asset classes
our customers
we have an established installed base in 
europe and north america a strong 
presence in asia and a fastgrowing 
presence in the middle east africa and 
eastern europe customers’ margins are 
dependent on speed to market or volume 
so our focus is on developing fast agile and 
interoperable solutions that are innovative 
scalable and flexible our marketleading 
tc m products enabled us to win 20 new 
name customers during the year in a strong 
global market
priorities and actions
we are building a highgrowth business 
resilient to shortterm pressures
we have been conscious of the change to 
the macroeconomic climate with the credit 
crunch and liquidity issues affecting banks 
and other financial institutions in western 
europe and north america however many 
banks and institutions in highgrowth 
markets such as the emerging markets 
remain unaffected by wider issues and we 
have benefited from strong demand for our 
solutions here
we are focusing on growing our market 
share in established markets by 
capitalising on moderate expected it 
spending growth while also seeking to 
capitalise on expected increased it 
spending in highergrowth and emerging 
markets we have identified immediate 
opportunities to help address concerns 
around market and credit risk by enhancing 
compliance regulation and internal control 
functionality in our solutions we also 
continue to benefit from strong demand for 
ongoing maintenance support
we are expanding rapidly through 
partnerships and direct sales
we provide customers with everything from 
simple licensing relationships to complete 
solutions providing integrated applications 
technologies processes and services this 
year we made significant investments in 
our direct sales and distribution capability 
and we extended our reach even further 
through a series of new technology 
software development and customer 
service partnerships
partnering enables us to meet high levels 
of demand faster and provides us with 
access to both specialist expertise and 
proven commercial relationships in 
regional markets partnerships will 
generate a substantial proportion of our 
revenue over the next 12 months
we took our marketleading solutions  
to the next level
all of our key applications are now 
available or due for launch as hosted 
solutions or ‘software as a service’ this 
means customers can benefit from faster 
time to market improved operating 
efficiencies rapid scalability and reduced 
risk when launching new services hosted 
solutions also help simplify the transition 
from old to new standards as we 
demonstrated this year when we enabled 
800 customers to adjust seamlessly to new 
swift message formats
business summary

total revenue £141m up 13
total order intake £73m up 16
operating profit £32m up 10
grew revenues in highgrowth segments and geographies
launched strategic partnerships and new  
revenuegenerating services
global treasury  capital markets tcm market  
resilient with a positive outlook
operational review
ed ho
executive vice president  
and general manager 
t reasury  capital markets
treasury   
capital markets
did you know…
 we serve more than 1000 customers 
in 85 countries
 50 of the fortune global top 50 
corporations and 70 of the world’s 
top 50 banks use our solutions
 the top five banks in china all use 
misys solutions
 13 of the top 20 syndicated loan 
bookrunners use loan iq accounting 
for over one third of the world’s 
syndicated loans  
source thomson financial
 six of the top 10 us lead arrangers 
use loan iq  
source reuters
 seven of the top 10 us loan trading 
desks use loan iq  
source loan market week
this year we have grown  
our presence in emerging 
markets and developed  
winning partnerships we have  
delivered strong performance 
our services revenues grew  
by 41 and we will continue  
to increase investment  
in this growth area
ed ho executive vice president and  
general manager treasury  capital markets
  f inancial performance measures reported on a 
likeforlike basis in the operational review see 
page 27 for a reconciliation to statutory measures misys plc annual report 2008  15
this year we also
  launched a doublebyte version of our 
commercial lending solution misys loan 
iq for asian markets
  added equity derivatives and structured 
bonds functionality to our trading and risk 
management solution misys summit ft 
  extended coverage of asset classes and 
risk management in our trading solution 
misys opics plus
  rebranded misys t reasury plus as misys 
confirmation matching service to reflect  
its market leadership in confirmation 
matching
we are adding value to customers through 
enhanced services and support
our services teams are helping customers 
to achieve better results and faster 
execution we grew our services revenues 
by 41 increased services headcount and 
will continue to increase investment in this 
growth area over the next 12 months
we have increased our development 
capability significantly
we have increased headcount within our 
development teams in new y ork us 
bangalore india and bucharest romania 
helping us to respond to our customers’ 
needs better faster and at lower cost we 
are focused on developing new software as 
a service solutions and improving 
interoperability
we are supporting the misys open source 
carbon w orld portal initiative and see 
numerous potential benefits here for  
our customers and for misys we intend  
to maintain our leadership position in  
this area
china everbright bank
china’s first nationwide jointstock commercial bank has the government as its controlling 
shareholder and equity investment from international financial institutions this year  
the bank selected misys summit ft and eagleye to help deliver increased trading volumes 
and stronger risk monitoring and controls in response to a fastgrowing market and 
increasingly complex regulation a spokesperson from china everbright bank commented 
“the misys summit and eagleye solutions will provide sophisticated front to back 
integrated support for our derivatives business and we’ll benefit from more streamlined 
operations better risk management across all sectors and the ability to handle  
more trades”
geographic mix by 
new partnerships
key strategic partnerships launched  
this year
 sap – enhanced sales and distribution 
globally
 wipro technologies – enhanced sales and 
distribution in the middle east
 hcl – enhanced development sales and 
distribution in india singapore and malaysia
 numerix – integration of pricing and risk 
information to add value to solutions
 pricing partners – integration of priceit
®
 
valuation libraries and analytics with 
misys summit ft improving accuracy of 
information for customers 
awards
 number one solution provider for trading in 
rates and ias39 compliance  
2007 risk magazine rankings  
december 2007
 technology provider of the year 2007 
structured products europe awards 
november 2007
 best trade processing solution  
european banking technology readers’ 
choice awards 
misys treasury plus  
november 2007
delivery update 
what we promised what we’ve achieved
 get fit – achieved during march 2007may 2008
 expand distribution to cover more opportunities achieved
 enter new segments achieved
 win more – 12 years 
 boost services capability and capacity and achieve 1013 growth good progress
 increase usage of partnerships good progress
 lead – 24 years 
 extend into highervalue service offerings good progress
 extend product portfolio coverage and functionality good progress
western europe 50
americas 28
asia 17
middle east  africa 4
eastern europe 1 16  misys plc annual report 2008
business summary
total revenue £83m up 19  
included within business divisions
total order intake up 16
launched new revenue generating services  
including learning suite
improved quality of customer support and upgrade path
implemented successful partnership strategy
operational review
global
services
our business
we provide services that help customers to 
increase their return on investment in our 
solutions we are growing rapidly and 
profitably while generating growth 
opportunities for the entire misys business 
we create value from the company’s deep 
domain expertise substantial development 
and support resources and large installed 
base in banking t reasury  capital 
markets and healthcare
our customers
customers use our services to get better 
results from their misys solutions we 
provide the expertise and resources they 
need – direct or with best practice partners 
we also help teams within misys to grow 
their customer base and increase the value 
they deliver to customers
priorities and actions
we are increasing the scale of our training 
through misys academy
misys academy is a revenuegenerating 
education service that helps customers 
maximise the benefits of our solutions  
this year we launched a learning suite  
that enables customer employees to learn 
train and communicate with us through a 
webbased portal
t hrough misys academy we continued to 
develop the multilevel certification 
programme we introduced last year for 
providers and users of misys solutions  
we are seeing strong demand for training  
and trainingrelated services and achieved 
training revenues of over £1m this year 
we are creating more effective and cost 
efficient customer support
we are enhancing the quality of the support 
we provide by developing centres in 
highqualitylowcost locations our goal  
is to locate 80 of our customer support 
expertise in these locations by 2009 this 
year we have expanded our global support 
centre in manila to provide support for  
our healthcare business w e have also 
recruited additional experts to our service 
centre in bangalore and expect to grow  
this facility further in 2009
we are making upgrades easier and more 
valuable for customers
we have launched an upgrade service as a 
capability of our global solutions centre 
gsc – our scalable off shore and near 
shore delivery team this will help 
customers migrate to the latest versions of 
the misys software customers now have a 
streamlined upgrade path that is faster 
more predictable more cost efficient and 
better able to help them deliver tangible 
business results the gsc has teams in 
bangalore beijing and bucharest and is 
made up of both employee and partner 
resources the gsc is currently staffed with 
40 employees and 11 resources via our 
partnership with hcl t echnologies  
we are growing rapidly and 
profitably while generating 
growth opportunities for the 
entire misys business
eileen mcpartland executive vice president 
global sales  services
 did you know…
 we have over 700 professional 
services experts worldwide
 most misys banking customers use 
just 30 of a product’s functionality 
training and optimisation support can 
increase that to nearer 100
 after a typical engagement with 
misys optimisation services a 
client increases their use of system 
functionality by an average of 30
eileen mcpartland
executive vice president
global sales  services misys plc annual report 2008  17
this team will add additional staff as 
needed to support our customers’ needs 
for scalable near shore and off shore 
delivery needs
we have established a successful 
approach to developing partnerships
successful partnerships enable us to 
achieve higher revenue and profit 
increased productivity greater customer 
satisfaction and greater partner 
satisfaction and loyalty our strategy is to 
select and reward partners who will invest 
in our software solutions and provide 
excellent customer value this year we 
worked with the misys businesses to 
identify and launch a range of valuable 
strategic partnerships – see the banking 
t reasury  capital markets and healthcare 
business reviews for more details
we are transforming the way misys 
operates
we have continued to find significant 
potential cost savings within the company 
by implementing common systems and 
processes as well as taking costs out we 
are also making many profound longterm 
improvements f or example we have 
transformed our sales management 
processes this year and we expect to see 
substantial benefits from this over the next 
12 months our latest customer satisfaction 
survey results indicate our actions are 
already making a tangible difference for 
customers
services launched to date
 misys academy  
we help customers derive maximum 
benefit and return on investment from 
all misys products and solutions through 
comprehensive structured endtoend 
training programmes
 integration 
we help customers integrate and 
consolidate systems – reducing cost risk 
and downtime and improving performance 
and flexibility
 optimisation 
we help customers achieve high efficiency 
and optimal performance from their 
technology by providing everything from 
benchmarking and capacity planning to 
solution architecture and performance 
tuning
 premium support  
we help customers mitigate it operational 
risk respond to demands from their 
business more effectively and improve the 
availability of their misys applications
 upgrade solution centre 
we help customers accelerate time to 
market by up to 1520 minimise project 
risk through a repeatable predictable 
upgrade model and reduce the impact of 
upgrades on existing it teams
delivery update 
what we promised what we’ve achieved
 get fit – achieved during march 2007may 2008
 launch new service offerings achieved
 build capabilities hire retool and acquire achieved
 build common customerfacing processes channels and partners good progress
 win more – 12 years 
 grow 1518  good progress
 continue innovation along the value chain good progress
 lead – 24 years 
 continue revenue growth good progress
 continue innovation along the value chain good progress 18  misys plc annual report 2008
business summary

total revenue £160m up 5
total order intake £83m up 8
operating profit £19m up 2
expanded in highgrowth markets
launched misys bankfusion universal banking
operational review
banking
our business
we are one of the world’s leading providers 
of solutions and services to retail corporate 
and wholesale banks and financial 
institutions we have the largest installed 
customer base of any banking software 
provider and have a strong presence in  
all major established and developing 
geographies we have been active in europe 
n orth america and the middle east for more 
than 25 years and in r ussia for 15 years
our customers
we support everyone from t ier 1 global 
banks and institutions to small regional 
banks c ustomers use our solutions to drive 
improvements in revenue performance and 
efficiency in retail corporate wholesale and 
universal banking
whilst the credit crunch and liquidity issues 
have affected a significant number of 
banks many of the banks’ and institutions’ 
requirements have been largely unaffected 
in the highgrowth markets of the middle 
east africa russia and the commonwealth 
of independent states cis our customers’ 
priorities have been to build capacity and 
bring new products to market quickly to 
meet the needs of their customers 
meanwhile in the established markets of 
north america and w estern europe many 
customers are seeking solutions to help 
address cost through implementing global 
processing hubs and to expand into 
highgrowth regions around the world
t hrough our new partnerships with hcl  
and digital c hina we have increased our 
penetration of the huge markets of india and 
c hina working with these partners we are 
enhancing our software to suit the needs of 
these rapidly expanding banking markets
a number of new contracts were signed 
with regional banks and we implemented 
approximately 155 solutions – referred to 
as ‘golives’
priorities and actions
our product and services strategy is 
progressing to plan and has been well 
received by our customers
we launched misys bankfusion
in last year’s annual report we said one 
critical challenge was to increase the value 
we deliver to customers by introducing 
misys bankf usion – a platform able to host 
an array of new and existing applications 
and services
we started implementation of our first 
misys bankf usion universal banking 
solution in spring 2008 and it will be live 
before the yearend in the first site built 
using serviceoriented architecture 
bankf usion’s agility enables customers to 
respond faster capitalising on emerging 
opportunities while at the same time 
reducing costs this is achieved because 
the application is driven from models – by 
changing the process flow in the model  
you can change the application with no 
programming required t he successful start 
to the implementation of misys bankf usion 
is a major milestone in our transformation 
into a provider of highvalue integrated 
platforms solutions and services
we are partnering to increase distribution 
quality and customer value
we launched a number of key partnerships 
this year each with a specific set of intended 
benefits for customers and for misys see 
opposite page we are now working with 
sap to develop launch and market an 
integrated universal banking solution based 
on the misys bankf usion and sap 
platforms we believe this will enable more 
customers to streamline their applications 
and services reducing the complexity and 
increasing the efficiency of their systems 
we are already extending this approach by 
integrating misys t rade portal misys ti plus 
20 and misys opics plus into the sap for 
banking solution
the successful start to the 
implementation of misys 
bankfusion is a major milestone 
in our transformation into a 
provider of highvalue integrated 
platforms solutions and 
services
guy warren executive vice president and  
general manager banking
guy warren
executive vice president  
and general manager  
banking
 did you know…
 we serve all of the world’s top  
50 banks
 we serve 1200 banks and financial 
institutions in 120 countries
 banking it services market in 2007 – 
£789 billion  
source gartner
 banking software market in 2007 – 
£141 billion  
source gartner
 global core banking systems market 
in 2007 – us243 billion  
source datamonitor
  f inancial performance measures reported on a 
likeforlike basis in the operational review see 
page 27 for a reconciliation to statutory measures misys plc annual report 2008  19
we launched cuttingedge service
oriented portals
we have had great success this year with 
our awardwinning misys t rade portal a 
hosted service that enables banks and their 
customers to process review and manage 
trades through one secure webbased 
portal our online corporate banking 
offering has been further strengthened by 
the launch of misys cash portal which 
allows banks to accelerate the speed to 
market for new online cash management 
services improve on customer service and 
grow their transactional banking business 
we are already seeing strong demand for 
this solution
we are listening to our customers’ needs 
and responding quickly
we have now created five c ustomer advisory 
boards – independent groups of customers 
who meet with us to share their experiences 
their views of using our solutions and their 
increasing knowledge of the markets they 
operate in this dialogue has proved 
enormously helpful and demand from our 
customers shows that they are finding the 
advisory boards extremely useful as well 
we are integrating customers’ suggestions 
into our solutions development and building 
clear customer satisfaction metrics into our 
internal performance and compensation 
programmes
in response to feedback from customers 
we have opened a new upgrade solution 
centre in bangalore india this will  
provide customers with a streamlined 
upgrade and maintenance path and faster 
response times
soyuz bank
one of the fastest growing universal banks in russia this year soyuz bank chose our  
core banking system misys equation and the latest version of our awardwinning trade 
finance system misys trade innovation to enable it to meet very strong demand vladimir 
smirnov deputy chairperson of soyuz bank commented “misys equation gives us a 
solid core platform for the overall it upgrade we need coupled with one of the best trade 
finance solutions available” customer wins like this are built on our rare combination of 
cuttingedge technology and long history in russia and the cis with misys now the 
longestserving international banking solutions provider in the region
new partnerships
 digital china – bringing to market a fully 
chinese banking system
 sap – enhancing our bankfusion platform 
and trade solutions
 hcl – colaunching an upgrade solution 
centre to expedite upgrades
 symphony – strengthening our product 
development capabilities
 ibm – helping customers speed up 
implementation and reduce complexity
awards
 best islamic core banking solutions provider  
world finance magazine  
1 october 2007 
geographic mix by 
delivery update 
what we promised what we’ve achieved
 get fit – achieved during march 2007may 2008
 deliver next generation platform misys bankfusion achieved
 expand in growth geographies india china eastern europe achieved
 win more – 12 years 
 develop and acquire components good progress
 open platform api to partners good progress
 lead – 24 years 
 grow misys bankfusion developer community good progress
 maintain addon module pipeline for crosssell good progress
western europe 39
middle east and africa 20
eastern europe 17
asia 16
americas 8 20  misys plc annual report 2008
business summary

total revenue £191m up 2
total order intake £103m up 2
operating profit £39m up 85
stabilised business and transformed for growth
focused on the ambulatory market and connected  
healthcare communities
launched misys myway
™
announced proposed merger with allscripts
operational review
healthcare
our business
we are one of the leading providers of 
healthcare it solutions and services in 
north america with a particular focus on 
the highgrowth ambulatory sector of the 
market with almost three decades of 
experience serving physicians and 
practices of all sizes we possess the 
expertise necessary to help our clients in 
delivering better healthcare our solutions 
coupled with our large customer base of 
physicians uniquely position us to build 
connected healthcare communities – 
helping our clients reduce costs and 
improve patient care across the multiple 
venues of care within a community
our customers
us healthcare is complicated by the 
decentralised nature of delivery of services 
patients access care in multiple venues 
throughout a community instead of returning 
to a central care location such as a hospital 
or clinic inpatient ‘acute’ care providers 
present different needs that are nonstrategic 
for misys at misys our focus is meeting 
customer needs in the ambulatory market 
– healthcare traditionally delivered outside 
the hospital we are particularly focused on 
solutions and services that help to connect 
the many points of care within a community 
making it easier to improve the quality of care 
and reduce costs at the same time we serve 
a range of practices from singlephysician 
offices to large multispeciality clinics and 
regional delivery systems with hundreds of 
physicians c ustomers require innovative and 
robust solutions that enable them to enhance 
clinical capability efficiency and profitability
issues with the cost and quality of 
healthcare continue to rank as a primary 
concern among the american public we 
anticipate this will add significant 
momentum to customer demand for better 
healthcare it solutions and services 
including enhanced electronic medical 
records emr  solutions
priorities and actions
we stabilised reorganised and 
repositioned the business for growth
we successfully sold our acute care
oriented businesses – diagnostic 
information lab and clinical patient 
record cpr refocused the organisation 
and started the work required to become a 
leader in the ambulatory market we felt it 
was vital to find buyers for our businesses 
who would take good care of the customers 
and employees we handed on and we were 
delighted to conclude successful 
agreements with the purchase of these 
businesses by vista and quadramed with a 
more focused approach we have been able 
to concentrate investment on solutions for 
the ambulatory market
we filled a major portfolio gap with the 
launch of misys myway™
misys myway™ is an integrated solution 
including practice management emr and 
claims management components t he 
solution offers the tools smaller physician 
practices need to operate efficiently 
l aunched in october 2007 misys myway™ is 
unique in its ability to provide an integrated 
simple complete and affordable solution for 
this substantial market segment offered 
either on demand paid for by subscription 
or on premises the solution has proved very 
attractive and at yearend we had sold 
nearly 800 initial licences
we are addressing slow market uptake  
of emr
practice management applications are 
deeply penetrated in american healthcare 
more than 90 of american physician 
practices use some type of practice 
management application and misys enjoys 
a strong share position in the category 
however while customers recognise the 
enormous potential benefits of emr total 
adoption rates across the us healthcare 
industry are slow one major barrier to 
 did you know…
 we serve more than 110000 
physicians in 18000 practice locations 
in the united states
 our physician practice solutions 
process around 480 million 
transactions a year
 2007 total healthcare spending is 
about us23 trillion – 163 of us 
total gross domestic product
our proposed merger with 
allscripts is intended to rapidly 
transform our healthcare 
business from a reemerging 
player to a market leader
vern davenport executive vice president  
and general manager healthcare
vern davenport
executive vice president  
and general manager  
healthcare
 financial performance measures reported on a 
likeforlike basis in the operational review see 
page 27 for a reconciliation to statutory measures misys plc annual report 2008  21
adoption is the proprietary nature of 
current solutions which severely limits 
opportunities to connect the emr systems 
of different vendors user consolidation 
around a few major solutions is unlikely 
given that this is a fragmented market with 
around 350 vendors cost and complexity of 
many available solutions further complicate 
the purchase process misys is offering 
creative solutions to address these issues 
such as misys connect an open source 
application which allows records stored in 
competing emr systems to be viewed 
across platforms misys myway™ also 
addresses these barriers offering a simple 
affordable solution
we announced our intention to merge  
with allscripts
our proposed merger with allscripts is 
intended to rapidly transform our 
healthcare business from a reemerging 
player to a market leader able to maximise 
the benefits of growth in emr adoption  
but we are also looking beyond the initial 
growth curve in emr to the new market 
opportunities greater connectivity will 
introduce such as demand for more 
sophisticated highvalue clinical and 
financial healthcare solutions
we kept driving growth with proven 
solutions and services
this year we
 converted around 250 customers each month to 
misys payerpath™ our webbased transactions 
solution
 grew order intake in our homecare business 
by 12 adding 65 new accounts and enhancing 
our services offerings for customers
kentwood family physicians
misys software helped kentwood family physicians achieve a revenue increase of 3 and 
free up vital physicians’ time with the implementation of electronic health records
kim edwards practice manager for kentwood family physicians knew her practice was 
ready to move from paper records and rethink how it was working “we were spending 
a substantial amount of money on transcriptions and we weren’t being very efficient 
in many areas of our practice the simple fact is that we would never ever go back to 
paper charts and i would recommend misys in a minute financially personally and 
professionally the effort and time invested in misys emr has been well worth it”
the center for community health leadership
sponsored by misys the center is establishing 
the first fully connected health communities 
in the us through grants of misys solutions 
plus hardware and support from industry 
partners this year we announced the second 
successful recipient of a us3m grant of 
technology – tampa florida the center 
selected tampa because of the area’s 
reputation for healthcare excellence and its 
commitment to making the idea of community 
data sharing a reality the first grant winner 
greater new haven connecticut has been 
successfully interconnecting physicians’ 
practices via the hospital of saint raphael  
a large teaching hospital a third winner will 
be announced in 2008
delivery update 
what we promised what we’ve achieved
 get fit – achieved during march 2007may 2008
 focus on ambulatory and connected community achieved
  revitalise product line – deliver new emr and asp offering  
for physicians  achieved
 win more – 12 years
 expand product footprint around the core ambulatory products good progress
 lead – 24 years
 create connectivity solutions across the healthcare environment good progress
 focus on clinical outcomes and quality good progress 22  misys plc annual report 2008
operational review
open
source solutions
the progress of open source solutions 
– one year later
our business
misys open source solutions was 
established in july 2007 to drive innovation 
in the market place and move toward open 
standards using open source
we are using and developing open source 
technologies to increase the value we 
deliver for customers and to enhance the 
efficiency and effectiveness of our own 
operations within the organisation we are 
integrating third party technologies into our 
platforms and incorporating open source 
development into our development 
processes at the same time we are 
growing the addressable market for misys 
solutions and services by working closely 
with potential customers partners and the 
open source community
our customers
this year we focused on two key market 
areas – connecting healthcare communities 
and carbon trading f rom sharing clinical 
healthcare information to making and 
settling carbon trades we believe there is 
growing demand for open agile and 
reliable solutions that operate seamlessly 
with others in the future along with 
revenues from enhanced misys solutions 
we expect to see strong demand for our 
services – from integration and 
connectivity to expertise maintenance and 
support we are targeting customers from 
community hospitals and regional health 
information organisations for our 
healthcare initiative and small to f ortune 
1000 corporations and government entities 
for carbon trading
transforming healthcare
we are using an open source approach to 
encourage adoption of emr
healthcare organisations recognise the 
benefits of electronic medical records 
emr and greater connectivity between  
all venues of care however many of these 
organisations are reluctant to invest in a 
proprietary emr system until it can operate 
seamlessly with other systems
we believe taking an open source approach 
to interoperability will drive down the cost 
and reduce complexity of integration which 
has been a barrier to emr adoption
we shared our code and initiated open 
source partnerships
we contributed components of misys 
connect™ source code to the open source 
community in addition we helped to form a 
new community of developers vendors and 
policy makers to tackle the problem of 
interoperability
“misys bold leadership in using open 
source is a significant step in helping to 
make interoperability a reality” said former 
speaker of the united states house of 
representatives newt gingrich f ounder of 
the center for health t ransformation
transforming carbon trading
a clear market opportunity
t he carbon markets consisting of the 
purchase and sale of allowances and credits 
of greenhouse gases denominated as c o2 
are considered by many to be the most 
effective tool for reducing greenhouse gas 
emissions but are currently highly 
fragmented t here is no consistent set of 
standards for overt hec ounter otc  
trades many of which are still made by 
phone and fax we believe this market can 
benefit from the evolution to electronic 
trading built on consistent open standards 
our initial focus is to develop ways to 
support corporate purchasers in the n orth 
american voluntary market which currently 
represents 68 of all global voluntary 
trading in 2007 the value of this market 
tripled from the previous year to us331 
million source n ew c arbon f inance
 did you know…
 healthcare
 barriers to emr adoption include 
difficulties with technology physicians’ 
attitudes high initial financial costs 
slow and uncertain payoffs high initial 
physician time costs  
source health affairs
 estimated cost savings in the us 
healthcare system created by the 
introduction of a nationwide health 
information network nhin  
is us778 billion 
source marketwatch health tracking
 carbon trading
 carbon trading has doubled in the 
past year to us60 billion the us 
congressional budget office has 
suggested it could reach us300 
billion in the us in the future  
source carbon forum america
 with the advent of a usbased cap and 
trade scheme the us market alone 
could reach us1 trillion by 2020 
source datamonitor
making open source such a big 
part of what we do and how we 
do it is also helping to attract 
great talent to misys with 
exceptional talented developers 
keen to work in an openminded 
way open source will open 
up new markets that would 
not have been available to a 
purely proprietary vendor this 
will translate into incremental 
revenue streams for misys
bob barthelmes executive vice president and 
general manager open source solutions
bob barthelmes
executive vice president  
and general manager  
open source solutions misys plc annual report 2008  23
we are taking a leading role in growing this 
addressable market and working toward  
our first revenue generating solution  
during 2008
in may 2008 we took a major step forward 
with the betalaunch of opencarbonw orld
com an information portal that will provide 
a single source for clear information on the 
carbon market as well as a venue for 
collaboration to resolve any issues inhibiting 
its growth
through this effort we are working with a 
number of highly regarded experts in the 
carbon market including the international 
carbon investors  services and morgan 
stanley with misys providing technical 
resources and management leadership
due for launch in thirdquarter 2008 
opencarbonw orldcom will enable 
corporate customers to calculate their 
carbon footprint and purchase carbon 
services and offsets this will enable misys 
to collect on transaction revenues the 
subsequent release of our code to the open 
community will enable us to engage in 
service offerings to integrate carbon 
planning with our clients’ internal systems
development – priorities and actions
we are incorporating the best open  
source technologies responsibly in our  
own systems
we source bestinclass technologies from 
other developers to enhance our own 
systems this year we moved some of  
our development tools internal systems 
intranet and website areas into open 
source some benefits are obvious – it’s 
cheaper quicker and more flexible to  
work this way 
healthcare demonstrates the benefits
at this year’s healthcare information management systems  society himss conference 
in orlando florida we demonstrated how an open source integration solution built 
with all open source components including misys connect™ components could work 
user cases demonstrated how physician referrals medical summaries and even 
patient inquires were handled electronically and seamlessly between disparate clinical 
ambulatory care and even patient home settings built by misys and its partners we were 
able to show that the complex problems of healthcare interoperability may be addressed 
using lowercost alternatives which leverage open source solutions
open carbon world – transparency for  
the carbon market
the purpose of this initiative is to provide
 clear vetted market information to counter 
the misinformation flooding the web
 forums for discussing and resolving issues 
inhibiting the growth of the carbon market
 space for collaboration between key 
industry partners
 greater momentum for the corporate 
voluntary trading market
our healthcare partners include
 center for health transformation
 regenstrief institute inc
 webreach inc
 ehealth initiative 24  misys plc annual report 2008
people and
corporate
responsibility
people and corporate responsibility
people
we are strengthening the one misys 
culture
this company has transformed itself over 
the past year and that is testament to the 
quality and commitment of our 4500 
people the improvements we saw in our 
2008 employee survey ratings underline  
the progress we have made engaging our 
employees on our strategy strengthening 
our commitment to our customers  
and building employees’ trust in the 
leadership team
communicating effectively with our 
employees will always be a priority for 
misys we have made some significant 
improvements over the last 12 months we 
have invested in our internal web portal 
inside misys where employees can learn 
about the latest developments policies and 
procedures collaborate with colleagues 
globally and provide their feedback to 
management the executive team has been 
very active in engaging with employees and 
have held a number of town hall meetings 
across the uk usa asia and india
we have maintained clear alignment 
between executive and shareholder 
reward
people here are rewarded for meeting and 
exceeding stretch targets t he financial 
incentives for the executive team remain 
directly aligned to the interests of 
shareholders and we continue to embed the 
culture of accountability we initiated last year 
we are attracting and retaining  
great people
this year we recruited more than 500 
highcalibre people individuals who  
can make a significant contribution to our 
transformation for growth with tough 
competition for talent we are committed  
to providing employees and potential 
employees with a range of incentives as 
well as personal development and growth 
opportunities to ensure that misys is seen 
as an employer of choice
we are also committed to encouraging 
employee share ownership f or many years 
we have operated taxefficient savings
related share option plans sharesave 
plans for all eligible uk employees and for 
overseas employees in jurisdictions where 
it is practical to do so cashbased phantom 
share option plans which operate in a 
similar manner to sharesave plans are 
offered in several jurisdictions where local 
regulations prohibit sharebased plans 
employees are also frequently provided 
with information about benefits such as 
pensions
we are reducing cost by creating common 
systems and processes
in the united kingdom we are consolidating 
our disparate sites into one new 
headquarters at one kingdom street 
paddington in l ondon t his is a much more 
efficient use of resources and it provides us 
with a strong symbol for the one misys 
culture we are also moving to a single 
common system for managing everything 
from accounting and pay to recruitment and 
grading n ot only will this create better ways 
of working it will enable us to reinvest the 
cost efficiencies in our solutions for 
customers and deliver the level of margin 
expected by our shareholders
we have extended our performance 
management process
at the heart of our culture is a determination 
to win l ast year we put a clear performance 
management process in place for our senior 
management team helping us to enhance 
the contribution made by every individual to 
the c ompany
t his year we have extended the process to 
all employees across the c ompany 
replacing the various processes that existed 
across the c ompany with a single process 
that clearly maps employees’ objectives to 
our strategy and emphasises the importance 
of behaving in line with our company values
employee survey
  82 response rate 5 increase on 
last year
  56 of employees responded 
favourably 27 neutral
  perceptions improving on our strategy 
up 20 leadership up 12 and 
communications up 7 all areas 
identified for improvement from last 
year’s survey results
our focus now is on sustaining this 
momentum
employment policies
we treat all employees and job 
applicants fairly and on merit 
regardless of gender sexual 
orientation age race nationality 
physical ability political beliefs 
or religion we do not tolerate 
harassment or discrimination of any 
kind people with disabilities are given 
the same consideration as others 
when applying for jobs if an employee 
becomes disabled we will make 
every effort to retain them in their 
current role or provide retraining or 
redeployment within the group 
our values are clear they start with 
client focus and end in results
 client focus we look from the 
outsidein and think about our 
customers and markets at all times
 leadership we lead by example we 
work with honesty and integrity and 
believe in plain talk based on facts
 excellence we value excellence 
quality and competence
 aspiration we aspire to be the world’s 
leading application and software 
services provider and believe that 
innovation is the lifeblood of our 
organisation
 results we are committed to success 
and have a passion for winning
highlights
driving change through the strong one misys culture
employee survey results show employee engagement  
improving in all areas
achieving major improvements by consolidating systems
supporting the community through misys foundation  
and volunteering
doreen tyburski
acting head of  
human resources misys plc annual report 2008  25
code of ethics
we believe misys our employees advisers 
and agents should meet a high ethical 
standard wherever we operate ethical 
conduct promotes trust and encourages 
collaboration we have a clear code of 
ethics a whistleblowing policy and 
reporting mechanisms for employees  
for more details please see misyscom
the misys charitable foundation
since its launch over 10 years ago the 
foundation has donated over £125m to 
support it education in the community 
and helps charities which give it 
training to the disabled 
corporate responsibility
we support education through the misys 
foundation
established in 1997 the misys f oundation 
is a charitable trust set up to support it 
education and extend the benefits of 
information and communications 
technology to the wider community  
misys is its sole funder
f or over 10 years the f oundation has 
provided funding support for
students
  the f oundation supports able students 
studying itrelated subjects at university 
in the uk and abroad with priority given 
to those in greatest financial need
  since it was established over 10 years  
ago the f oundation has supported  
362 students at home and overseas
schools
  the f oundation supports schools mainly 
primary that are finding it difficult to 
raise the money required for their it 
education programme the f oundation 
encourages employees to nominate 
schools in need of support adding an 
important employee engagement aspect 
to its work
charities
  the f oundation helps organisations 
working to further it education and the 
benefits of it to the wider community in 
particular charities giving it training to 
the disabled
during the calendar year the f oundation 
donated 
 £121000 in scholarships to students 
 £20000 to three schools 
 £22 000 to seven community projects
in total 38 misys f oundation scholarships 
were awarded to students studying at  
12 british universities and colleges and at 
three universities and colleges overseas 
eight students had their awards extended
we have a good record on the environment 
and health  safety
we have a relatively small and light 
environmental footprint but we improve  
our performance wherever we can we try 
and reduce the environmental impact of 
misys business activities and increase 
where possible the procurement of 
products equipment and utilities which 
are the most environmentally friendly  
we encourage our employees to use green 
forms of transport utilise video conference 
to reduce travel encouraging home 
working where appropriate
misys is consolidating our uk offices into 
one location which will reduce business 
travel reduce our carbon footprint and also 
lead to better collaborative working our 
new headquarters at one kingdom street 
has earned the highest possible breeam 
building research establishment’s 
environmental assessment method rating 
of “excellent” due to the focus on 
sustainability in its design and construction 
breeam is the world’s most widely used 
environmental assessment method for 
buildings at all misys locations we actively 
encourage and promote recycling
we have a consistent set of health and 
safety policies for all jurisdictions the 
policies cover people processes and 
training and we meet all current legal 
requirements wherever we operate
the misys environmental health  safety 
working group supports the board in 
meeting its legal obligations the w orking 
group also helps to identify and mitigate 
related risk and highlights performance 
improvement opportunities that might 
benefit the business and the environment 
the group met several times this year
we support the wider community
we recognise the importance of building 
and nurturing our reputation as a 
responsible corporate citizen misys has a 
giveasyouearn policy and our employees 
are active in community activities around 
the globe here are just some examples
  our staff in india identify a different 
charity in the community to support each 
month charitable efforts range from 
helping refugee and orphaned children to 
providing contributions for aged disabled 
and economicallychallenged individuals
  the employeebacked misys caring club 
in bangalore collected toys clothes 
books pens and other items to provide 
gifts for children in area schools they 
also conducted a blood donation camp in 
which 180 employees participated and 
donated blood 
  our us healthcare employees in raleigh 
were honoured as the largest corporate 
donor in the rex blood drive initiative
  f or nearly a decade our staff in raleigh 
have also organised a team of supporters 
to participate in the komen nc t riangle 
race for the cure a global charity event 
supporting breast cancer research 
education and screening and treatment 
programmes
  in the uk we support the emergency 
services magazine and our staff actively 
support children in need
over 10 years of the misys foundation 
since 1997…
£125m total funding distributed
318 university students funded
16 schools funded
29 community projects funded
ftse4good
misys is a constituent member of the 
ftse4good index companies in the 
ftse4good index series are doing more 
to manage their social ethical and 
environmental impacts and are better 
positioned to capitalise on the benefits of 
responsible business practice 26  misys plc annual report 2008
financial
review
financial review
it’s an exciting time at misys and 
i am delighted to be part of the 
team executing the turnaround 
plan and delivering real and 
lasting results for our customers 
and shareholders
jim malone chief financial officer
jim you have completed your first year at misys 
what stands out for you
this has been a year of “getting fit” of note is 
our approach to process improvement we have 
implemented software to ensure the efficient 
deployment of our professional consultants and 
development engineers we have deployed a crm 
system across the group we have improved our 
operating margin by reducing unnecessary costs and 
driving performance we have transformed misys 
from a holding company to an operating company
q
a misys plc annual report 2008  27
i  the statutory operating profit from 
continuing operations is analysed by 
business into banking £104m 2007 
£55m t reasury  c apital markets 
£315m 2007 £284m healthcare 
£305m 2007 £79m and c entral 
services £200m loss 2007 £230m loss
ii  restating the results for 2007 using the 
average exchange rates for 2008 has 
decreased 2007 revenues by £52m 
banking £31m increase t reasury  
capital markets no significant effect 
healthcare £83m decrease and 
operating profit £09m banking £08m 
decrease t reasury  capital markets 
£10m increase healthcare £10m 
decrease and central services £01m 
decrease the most significant impact 
is from the movement in the us dollar 
and the euro where the average 
exchange rates in 2008 were us200£1 
and f138£1 compared to us192£1 
and f148£1 in 2007
iii  all businesses disposed of in the current 
year were classified as discontinued 
operations the business disposed of in 
the prior year related solely to banking 
and contributed revenue of £02m and 
adjusted operating profit of £nil in the 
prior year
iv  no businesses were acquired in the 
current year the businesses acquired in 
the prior year provide services to the 
rest of the group and as such do not 
generate incremental third party 
revenues
v  exceptional items in the current year 
consist of turnaround programme 
£241m banking £74m t reasury  
capital markets £06m healthcare 
£52m and central services £109m 
and a decrease in goodwill arising from 
adjustments to deferred tax assets 
recognised on businesses acquired in 
prior periods £13m
vi other items include losses on embedded 
derivatives in banking £06m 2007 
£03m and t reasury  capital markets 
£01m 2007 £01m gain amortisation 
of acquired intangibles in banking £14m 
2007 £28m and healthcare £12m 
2007 £13m and translation exchange 
differences recycled from reserves in 
central services £01m loss 2007 £nil
t o assist the reader the table above shows 
the results for all businesses owned 
throughout both periods on a likeforlike 
basis it also reconciles these to the figures 
for revenue and operating profit on an 
adjusted basis and as reported in the 
income statement
during the year we completed the sale of 
sesame and also disposed of the cpr and 
diagnostic businesses the results for all of 
these are excluded from revenue and 
operating profit in continuing operations 
and are included at the foot of the income 
statement above attributable profits 
accordingly they do not appear in the 
reconciliation above 
adjusted results are stated before 
exceptional items gains and losses on 
embedded derivatives amortisation of 
acquired intangibles and the impact of 
translation exchange differences recycled 
from reserves
operating results for the year ended 31 may 2008
 revenue operating profit margin
 2008 2007 2008 2007 2008 2007 
 £m £m £m £m  
banking 160 151 19 19 12 12
treasury  capital markets 141 125 32 29 23 23
healthcare 191 188 39 21 20 11
central services – – 9 10
likeforlike results 492 464 81 59 16 13
changes in exchange rates – 5 – 1
adjusted results 492 469 81 60
exceptional items – – 25 37
other – – 4 4
statutory operating results from  
continuing operations 492 469 52 19 28  misys plc annual report 2008
group and divisional performance
the information in this section is presented 
on a likeforlike basis the likeforlike 
results are stated before exceptional items 
gains and losses on embedded derivatives 
amortisation of acquired intangibles 
translation exchange differences recycled 
from reserves and the impact of 
acquisitions and disposals in the current 
and prior year all figures are quoted in 
sterling using average exchange rates for 
the year ended 31 may 2008
group
revenue for the year at £492m was 6 
above that of the previous year  banking 
revenue increased by 5 t reasury  capital 
markets tc m by 13 and healthcare 
increased by 2 operating profit at £81m 
was 37 ahead of last year with the 
operating margin flat in banking and tcm 
up nine percentage points in healthcare and 
by three percentage points overall t otal 
order intake calculated on a gross basis 
includes initial licence f ees ilf 
application service provider asp orders 
t ransaction processing and global services 
contracts signed during the fiscal year  in 
2008 total order intake was £259m up 7 
compared with £242m for 2007
banking
all figures in £ millions 2008 2007
gross order intake
ilf 46 44
global services 37 33
banking total revenue at £160m was up 5 
on the prior year ilf order intake at £46m 
was 5 above the prior year ilf revenue 
decreased by 1
maintenance revenue at £76m grew by 3 
demonstrating customer loyalty global 
services revenue showed strong growth of 
19 at £41m global services order intake 
was £37m up 13 over £33m in 2007 
operating profit at £19m was 2 ahead of 
last year operating margin was 12 for the 
full year 2007 12
tcm
all figures in £ millions 2008 2007
gross order intake
ilf 42 40
global services 31 23
tcm revenue at £141m was a 13 increase 
on prior year ilf order intake was up 4 
compared to last year at £42m ilf revenue 
increasing by 12 to £45m maintenance 
revenue at £56m grew by 7 global 
services revenue showed strong growth of 
41 to £28m global services order intake 
was £31m up 36 from £23m in 2007 
operating profit at £32m was 10 ahead of 
last year operating margin for the year was 
23 2007 23
healthcare
all figures in £ millions 2008 2007
gross order intake
ilf 21 26
asp – myway 5 –
 26 26
global services 15 16
transaction  
processing 62 60
revenue at £191m was 2 above prior year 
driven by growth in maintenance revenues 
6 and t ransaction processing 4
ilf revenue was down 2 at £24m ilf order 
intake was up slightly at £26m including asp 
order intake of £5m myway customers 
represent a shift from onsite to hosted 
software solutions with this asp product
maintenance revenue showed good growth 
at £71m 6 ahead of last year 
demonstrating strong customer loyalty we 
have continued to see the benefits of the 
payerpath acquisition with t ransaction 
processing revenue growing by 4 at £72m 
order intake for t ransaction processing 
was up 4 from £60m in 2007 to £62m in 
2008 and global services order intake 
declined 5 during this period
operating profit at £39m was 85 ahead of 
last year reflecting an improvement in the 
operating margin from 11 to 20 this 
improvement was due in part to the timing 
of certain expenses and cost efficiencies 
related to the turnaround programme and 
improved operating procedures
central services
the net charge for the year was £9m 
representing a 6 reduction on prior year 
we analyse revenue under five headings
ilf
ilf is the revenue generated when misys 
sells the right to use a software product 
including significant upgrades to a 
customer ilf grew by 4 principally as a 
result of the performance within t reasury 
 capital markets
maintenance
when a customer buys software they also 
enter into either a maintenance or 
recurring licence fees contract these 
contracts provide technical support or 
troubleshooting assistance such as 
helpdesk support a maintenance contract 
will also provide routine upgrades and 
enhancements and maintenance also 
includes fees for support contracts for 
hardware on a likeforlike basis banking 
t reasury  capital markets and healthcare 
all recorded good growth rates in 
maintenance
transaction processing
misys provides transaction processing 
services based on electronic data 
interchange edi services which is an 
electronic link between parties that wish to 
exchange data t ransaction processing 
revenue has grown driven by tcm and 
healthcare
global services
global services revenues include 
professional services consulting revenues 
as well as revenues derived from education 
and training
financial review misys plc annual report 2008  29
global services showed strong growth up 
19 on prior year with strong growth in 
t reasury  capital markets offset by a 
reduction in healthcare
hardware
sales of hardware principally within 
healthcare were down by £3m on prior year 
other financial information
unless otherwise stated the information in 
this section is presented on an as reported 
basis
exceptional costs
we incurred exceptional charges of £24m 
as a result of actions taken to deliver the 
turnaround programme these costs 
primarily relate to consultancy and the 
costs arising from the rationalisation of 
office premises and establishing a single 
new office in london
in addition there was a further exceptional 
charge of £1m arising on an adjustment to 
goodwill following changes to deferred tax 
assets recognised on businesses acquired 
in prior periods
finance costs
the net finance costs charge for continuing 
operations at £3m was £12m lower than 
last year this was due mainly to the 
repayment of all loans during the year 
interest cover including results from 
discontinued operations and before 
exceptional items gains and losses on 
embedded derivatives amortisation of 
acquired intangibles and translation 
exchange differences recycled from 
reserves was over 26 times
profit before taxation and taxation
statutory profit before taxation at £49m 
was £45m higher than last year reflecting 
the improvements in operating profit and 
lower exceptional costs the tax charge on 
continuing ordinary activities at £14m is 
above last year primarily as a result of 
higher profits the underlying effective tax 
rate based on the adjusted profit before 
taxation of continuing and discontinued 
operations at 22 was above last year 
largely due to lower credits for temporary 
differences on which no deferred tax was 
recognised adjusted profit before taxation 
excludes exceptional items gains and 
losses on embedded derivatives 
amortisation of acquired intangibles and 
translation exchange differences recycled 
from reserves
discontinued operations
in june 2007 the group completed the 
disposal of the sesame business in 
september 2007 the group completed the 
disposal of the cpr business and in 
october 2007 the disposal of the 
diagnostics business all of these 
businesses are reported under 
discontinued operations in the current year 
these businesses generated profit after tax 
of £78m comprising profit on disposal 
before tax of £74m which has been included 
within exceptional items an operating 
profit of £9m and a tax charge of £5m
working capital
current assets have increased by £35m in 
the year as a result of increases in trade 
and other receivables £23m cash and 
cash equivalents £11m and other £1m 
the increase in trade and other receivables 
includes an increase in net trade 
receivables £6m other receivables £1m 
prepayments £8m accrued income 
£14m and a reduction in contract work in 
progress £6m included in the prior year 
figures were balances relating to hospital 
systems of net trade receivables £17m 
other receivables £1m prepayments 
£2m and contract work in progress £7m
the increase in net trade receivables is 
principally due to the pattern of sales in the 
year the increase in prepayments includes 
£5m of costs associated with the proposed 
allscripts transaction accrued income has 
increased as a result of the pattern of sales 
in the year and deferred invoicing terms in 
our contracts
current trade and other payables balances 
have reduced by £5m in the year included 
in the prior year however were balances in 
respect of hospital systems of £10m 
hospital systems was sold in the year 
capital expenditure research and 
development 
additions to property plant and equipment 
in the year were £11m split between 
leasehold improvements to our principal 
office locations including the new head 
office in paddington london and strategic 
investments in our computer and systems 
infrastructure
revenue profile
  2008   2008  2007 
  statutory  likeforlike  likeforlike 
 £m  £m  £m 
ilf 112 23 112 23 108 23
maintenance 203 41 203 41 192 41
transaction processing 84 17 84 17 81 18
global services 83 17 83 17 70 15
hardware 10 2 10 2 13 3
 492 100 492 100 464 100 30  misys plc annual report 2008
financial review
expenditure on research and development 
in continuing operations at £72m increased 
by £2m in the year of this amount £14m 
met the criteria to be capitalised as 
developed software 2007 £15m 
amortisation of developed software 
reduced in the year to £3m 2007 £5m
cash flow and net debt
net cash flow generated from continuing 
operations was £26m 2007 £55m  
the reduction was despite the increase  
in profitability between years and was 
principally as a result of the increases  
in trade and other receivables balances 
noted above
the net cash flow from discontinued 
operations was £8m a reduction from  
the previous year of £23m which included 
the cpr diagnostics and sesame 
businesses cash payments in respect of 
interest of £4m was lower than the previous 
year due to repayment of loans during  
the year the cash payments in respect  
of taxation at £24m was £7m higher than 
the prior year as a result net cash flow 
from operating activities of £6m was  
£50m below last year
net cash inflow from investing activities  
of £143m compared to the previous year’s 
outflow of £27m the former benefiting 
from the disposal of the cpr diagnostics 
and sesame businesses capitalised 
expenditure on developed software was at a 
similar level to the prior year other capital 
expenditure and financial investment at 
£20m was £12m higher than the prior year 
accordingly the net cash flow generated  
by operating activities after capitalised 
development costs and other capital 
expenditure was an outflow of £29m 
compared with an inflow of £32m last year 
as a result of these various cash flows net 
debt at 31 may 2008 was a net cash position 
of £26m compared to a net debt position 
last year of £159m excluding cash 
balances within sesame of £68m
earnings per share eps and  
proposed dividend
basic eps at 235p is 204p better than last 
year adjusted basic eps adjusted to 
exclude exceptional items gains and losses 
on embedded derivatives amortisation  
of acquired intangibles and translation 
exchange differences recycled from 
reserves at 140p 2007 146p was 4 
below last year adjusted basic eps from 
continuing operations at 126p 2007 75p 
showed a significant increase on prior year 
in the opinion of the directors the adjusted 
basic eps provides more comparable and 
representative information on continuing 
and established trading activities of the 
group the board is recommending a final 
dividend of 495p per share this will raise 
the full year dividend to 791p an increase 
of 5 over last year
risk factors
our business is influenced by a number of 
risks and the more significant of these are 
described below however the financial 
performance of our business could be 
adversely affected not only by these factors 
but also by the risks that we do not presently 
consider to be significant or by other risks 
that are presently unknown to us n ot all of 
the risks that are identified below are under 
the direct control of misys but in most cases 
we have built systems and controls into the 
group operations to monitor and where 
possible mitigate the potential damage that 
could result from these risks see also the 
corporate governance report
risks arising from the markets in which 
we operate
implementation of new strategic plan
as described elsewhere in this document we 
are currently early on in the second year of a 
three to five year turnaround programme 
intended to deliver increased value to our 
customers and increased returns to our 
shareholders the strategic plan includes a 
focused strategy and a simplified integrated 
portfolio for each business 
the changes will take time to implement 
and their effects will take three to five years 
to be fully evident implementation may 
result in additional costs and there is no 
guarantee that the proposed changes will 
result in an improvement to performance 
and financial position
the plan includes a set of actions with 
agreed priorities that are being 
implemented by a new management team 
that is experienced in implementing changes 
of this nature and who have personal 
incentive packages that align them very 
closely to the interests of shareholders
economic cycle
financial institutions particularly in the 
united states are currently experiencing 
significant difficulties created by the 
subprime mortgage situation and lack of 
liquidity in the overall credit and financial 
markets t he market demand for the 
products offered by the banking division is 
sensitive to an economic downturn the 
strength of its revenues is reliant upon 
banks continuing to seek competitive 
advantage and greater efficiencies from 
technology and this encourages them to 
make further investments in this area such 
investments are more likely to be made 
during periods of economic growth whilst 
most parts of asia and the middle east are 
currently somewhat insulated from the 
economic issues in the united states and  
we have not thus far experienced any 
changes to the demand for our products no 
assurances whatsoever can be given that this 
will continue to be the case going forward
the healthcare business is not considered 
to be as sensitive to the state of the 
economy as the us propensity to spend on 
healthcare has less sensitivity to the 
condition of the united states economy
market strategy
the markets in which we operate move 
quickly entering and exiting new segments 
of the market developing new products and  misys plc annual report 2008  31
discontinuing others can have substantial 
lead times t o do this successfully we need 
to predict future areas of demand and the 
future capabilities of our competitors  
the speed at which the market develops 
can sometimes make it difficult to obtain 
quality information on the changing 
demands of customers which may result  
in decisions being made with imperfect 
data f ailure in this area could result in  
us making investments in the wrong 
product or failing to invest in a product  
that will enjoy a successful market in  
view of this the strategy which has  
been developed from established market  
facts is comprehensively communicated 
throughout the senior management team 
and employees of the businesses and  
its implementation is regularly reviewed 
against delivery of defined targets
competition
we operate in highly competitive markets 
that are characterised by rapidly changing 
technology industry standards and 
customer needs as well as by frequent  
new software applications and products  
if we do not respond effectively we may lose 
market share and the business could suffer 
we believe that we have a relatively small 
number of significant competitors in each 
vertical market that we serve however 
some of these competitors could in the 
future pose a greater competitive threat 
particularly if they consolidate or form 
strategic or commercial relationships 
among themselves or with larger and 
wellfinanced companies consequently 
one of our key strategic objectives going 
forward is to seek partnerships 
collaborations strategic alliances and 
acquisition opportunities with a view to 
complementing our existing product and 
services portfolio these risks are managed 
through identifying appropriate partners 
and agreeing suitable commercial terms 
that are mutually beneficial likewise 
acquiring or disposing of companies  
gives rise to execution risks in identifying 
and valuing the target managing the 
process to best advantage and integrating 
or separating the target business these 
tasks are therefore performed to a set  
of procedures by a dedicated team that  
call upon external resources as required
the proposed merger with allscripts 
healthcare solutions inc “allscripts” 
on 18 march 2008 misys plc announced that 
it had entered into a conditional agreement 
the “merger agreement” pursuant to 
which a misys healthcare systems llc 
“misys healthcare” would be merged  
with a whollyowned subsidiary of allscripts 
b misys plc would purchase shares in 
allscripts which would result in it owning  
a controlling stake of 545 and c misys 
healthcare will become a whollyowned 
subsidiary of allscripts the “proposed 
merger” the proposed merger is 
conditional and will not proceed if the 
conditions are not satisfied or waived  
any delay in completion could diminish 
anticipated benefits of the proposed merger 
or result in additional transaction costs loss 
of revenue or other effects associated with 
uncertainty about the proposed merger  
uncertainty about the effect of the proposed 
merger on employees and customers of 
misys plc misys healthcare and allscripts 
may have an adverse effect on the respective 
companies and consequently on the 
combined company after completion 
although misys plc misys healthcare and 
allscripts intend to take steps to reduce any 
adverse effects these uncertainties may 
impair their ability to attract retain and 
motivate key personnel until the proposed 
merger is consummated and for a period of 
time thereafter and could cause their 
customers suppliers and others that deal 
with them to seek to change existing 
business relationships t he integration of 
two companies is a complex costly and 
timeconsuming process and may disrupt 
both companies’ businesses if not completed 
in a timely and efficient manner  there can 
be no assurance that the integration of 
allscripts’ business and misys healthcare’s 
business will result in the realisation of the 
full benefits anticipated to result from the 
proposed merger 
product development
there are many risks in bringing a product 
development project to a conclusion on 
schedule and within budget this process is 
managed by developing a product roadmap 
that identifies the enhancements that will 
be made to successive versions of the 
product our application software products 
and services are complex and may contain 
undetected errors failures performance 
problems or defects the early releases of  
a product will have been subjected to beta 
tests but not the more stringent test of 
widespread use by large numbers of users 
consequently despite vigorous prerelease 
testing problems may not become 
apparent until the system is used in 
production environments however the 
product development teams network 
extensively amongst themselves and 
beyond to ensure best practice is followed
changes in the industries which  
misys serves
consolidation in the industries that we serve 
could adversely affect our existing revenue 
or the potential for growing revenues t here 
has been and continues to be consolidation 
in the global financial services industry 
particularly in light of the recent subprime 
mortgage difficulties and lack of liquidity in 
the overall credit and financial markets 
f urthermore international financial 
services institutions are increasingly 
providing services from a single location 
both of which could lead to a smaller market 
for our products and services 
risks arising from operations
people
people are our greatest asset and the 
market for quality technology skills and 
management is very competitive it remains 
a constant challenge for us to attract 
retain develop incentivise manage and 
motivate our staff if we were to lose 
members of management or employees 
who possess specialised market knowledge 
and technology skills we may not be able 
to manage our operations effectively or  32  misys plc annual report 2008
develop new application software products 
and services we therefore take talent 
management very seriously and our people 
are appraised regularly and are given 
individual development plans and other 
incentive packages we are also committed 
to ongoing succession planning
contract implementation
we see ourselves as business partners to our 
customers supplying them with business 
critical systems often the system will 
transcend departmental boundaries within 
the client’s organisation and may be a part of 
a larger project involving other suppliers
the process of introducing a system in such 
an environment may be disruptive to the 
client in the short term and the 
implementation may include a protracted 
schedule which is subject to project 
management by the client or by others 
this gives an increased risk of delay in 
execution with consequential risks to 
expected cash flows and profits
key suppliers
certain of our products are dependent upon 
inputs from key suppliers we are dependent 
on the performance service and reliability  
of operating systems middleware 
databases programming language 
compilers and similar software 
infrastructure all of which we obtain from  
a large number of third party providers 
such third party applications may suffer 
from defects or errors which could adversely 
affect the performance of our application 
software products and services moreover  
if we are unable to adapt our application 
software products and services to function 
with new releases of such third party 
applications or if such third party 
applications were to be withdrawn or 
discontinued then we may incur significant 
costs in eliminating these third party 
components from our products and our 
ability to deliver new systems and maintain 
existing customers could be adversely 
affected suppliers are consequently chosen 
that have stable strategies that match  
ours and produce a mutually beneficial 
relationship that is carefully managed  
by both parties
infringement of intellectual  
property rights
we own substantial intellectual property 
rights and generally protect our proprietary 
application software products and services 
by licensing rights to use the application 
rather than selling or licensing the 
computer source code we also protect their 
proprietary software and services by 
copyright law possible infringement of our 
intellectual property rights could cause loss 
of revenue adversely affect business 
operations and damage our trademarks 
f urthermore there is always the risk that 
we have inadvertently infringed the 
intellectual property rights of a third party 
t here has been substantial litigation in the 
software applications industry regarding 
inadvertent infringement of intellectual 
property rights there may be patents 
relevant to our product line that are 
unknown to us if any such claim against us 
were successful we may need to redesign 
the product which would demand further 
investment in that product take a licence on 
the infringing intellectual property within the 
product which may not always be possible 
on acceptable commercial terms or even 
cease to sell that product and accept the 
decline in revenues an intellectual property 
claim made against us and any action taken 
by us to protect their intellectual property 
rights would be a drain on management 
attention and disruptive to our business and 
could cause delays in product development 
the risk is mitigated through our contractual 
arrangements and by the careful adherence 
to our policy on open source software
government regulation
we are subject to the laws and regulations 
of a number of countries covering a wide 
variety of areas affecting international 
transactions including export controls 
anticorruption legislation and data 
protection requirements it can sometimes 
require extra time and costs to ensure that 
local regulations are complied with
attack by it viruses
as an it business attacks by it viruses will 
always be a threat that requires sound it 
infrastructure and virus protection software 
f urthermore the banking and healthcare 
divisions both obtain significant revenues 
from online trading activity a disruption to 
service would in time result in customers 
reverting to traditional means of conducting 
business and so circumventing the service 
we provide
finally if third parties misappropriate our 
users’ information we may be liable for 
substantial damages our reputation may 
be damaged and our users may be deterred 
from using our application software 
products and services 
reliance on key locations and  
systems failures
we have operations in over 30 countries and 
customers in over 120 this geographic 
diversity reduces reliance on the success of 
any one economy and any one location but 
also exposes parts of the business to the risk 
of political unrest we maintain significant 
research and development operations in 
bangalore and manila and political or social 
instability in either of these areas could 
seriously harm the research and 
development operations likewise we have a 
number of other key locations such as 
helpdesk support transaction processing 
centres and large administrative centres all 
of our operations are vulnerable to damage 
or interruption from floods fires power loss 
telecommunications failures flu pandemic 
and similar events we have disaster recovery 
plans and business interruption insurance 
but these measures may still result in a level 
of disruption such damage and interruptions 
could reduce revenues and profits and could 
result in claims or product liability litigation 
in addition future revenues and profits could 
be harmed if customers believe that our 
systems are unreliable t his risk could be 
increased by the currently ongoing 
consolidation into one single location of all 
the misys uk offices and facilities
terrorist attacks
t errorist attacks like those of 11 september 
2001 in the united states and subsequent 
attacks in bali madrid and london could 
damage the global economy and affect our 
customers’ investment decisions over an 
extended period of time as a vendor of 
application software products and services 
to sectors including banking which are 
vulnerable to uncertainty and global 
financial review misys plc annual report 2008  33
economic conditions generally we operate 
in a sector of the economy that may be 
impacted by the effects of any such attack
software as a service saas
our new strategic plan includes the delivery 
of existing products in saas format this is 
expected to provide a robust and profitable 
revenue stream in due course but it raises 
the risk of adversely affecting the existing 
model under which customers pay an initial 
licence fee and then recurring licence fees 
this risk will be mitigated through careful 
market segmentation
financial risks
tax risks
we may be subject to tax audit in any of the 
countries in which we operate in accordance 
with the local practice this introduces an 
exposure to new tax risks such as a 
challenge to our transfer pricing policies 
and it raises the possibility of the same 
profits being taxed in more than one country 
f urthermore tax legislation is complex and 
often results in lengthy negotiations before 
certainty of the tax treatment to a complex 
transaction is achieved 
fluctuations in exchange rates
geographic diversity leaves us exposed to 
fluctuations in exchange rates with the 
highest exposure being against the us dollar 
and the euro where possible we routinely 
hedge currency exposures on trading 
transactions that would otherwise give us a 
risk from movements in the exchange rate 
for example between entering into a sales 
contract and receiving payment however 
the translation risk which arises when 
consolidating the financial results of the 
overseas entities is not hedged we also run 
the economic risk that results for example 
from the cost base of the development 
centres being unrelated to the currencies of 
the markets in which the end products are 
eventually sold
some of the countries in which we have 
operations control the repatriation of 
earnings and capital these controls may 
vary at short notice and consequently 
create a risk of delaying or even preventing 
cash flows back to the uk
treasury controls and operations 
the group has in place treasury policies 
that are reviewed annually by the board and 
more regularly by the t reasury committee 
that comprises certain executive directors 
and a nonexecutive director the policy 
covers all significant areas of treasury 
activity including foreign exchange interest 
rate liquidity and credit risk the group has 
a centralised treasury that provides a 
service to the corporate centre and to the 
operating businesses its primary function 
is to manage the foreign exchange interest 
rate liquidity and credit risks arising from 
the operations of the business it is not a 
profit centre and enters into derivative 
contracts solely for the purpose of hedging 
the exposures that arise in the normal 
course of business the group’s policy is 
not to enter into speculative transactions
the t reasury committee is responsible for 
ensuring that the group operates within the 
treasury policies agreed by the board 
regular reports are made to the board 
from the t reasurer and from the t reasury 
committee 
the group finances its operations through  
a mixture of retained profits new equity 
and bank borrowings it is policy to ensure 
that the group has sufficient financial 
resources to support the business and  
as a result substantial committed facilities 
are maintained the group also has a  
policy to ensure that it maintains a 
comfortable margin between committed 
facilities and the likely peak borrowings 
during a year 
the core debt financing of the group is 
provided by a revolving credit facility of 
us315m £159m at 31 may 2008 exchange 
rates maturing not later than march 2010 
at 31 may 2007 the facility comprised one 
tranche of us585m maturing not later than 
march 2010 and a second tranche of 
us 74m maturing not later than december 
2008 as a result of the disposals during the 
year the group has cancelled the second 
tranche and reduced the first from us 585m 
to us 315m t he facility allows the group to 
borrow funds in any major currency at the 
related floating rates of interest 
the group has substantial investments in 
the us and consequently the debt 
previously drawn under the revolving facility 
was predominantly in us dollars although 
the floating rate nature of the debt gives the 
group an inherent exposure to interest rate 
fluctuations at the balance sheet date 
there are no amounts drawn on the facility 
and thus no immediate such exposure
the group has operations in over 30 
countries and trades in over 120 
subsidiaries may trade in currencies other 
than the functional currency of their 
operation and in such cases the currency is 
usually sterling or us dollars it is the 
group’s policy to eliminate transactional 
currency exposures through forward 
foreign currency contracts as soon as the 
contractual commitments to receive or 
pay the foreign currency is known
the group is also subject to a currency 
exposure on the translation of the net 
assets of and profits earned by its 
overseas subsidiaries which are primarily 
those located in the us and europe this 
exposure is not hedged
the group invests its cash and cash 
equivalents and enters into contracts for 
derivative financial instruments with 
institutions of high credit quality and limits 
its exposure to any one counterparty the 
group’s revenue is derived from various 
industries and could be directly affected by 
the overall conditions of those industries 
the large number of customers their 
geographical distribution and the 
reasonably short collection terms mitigates 
the credit risk associated with this the 
group routinely monitors its exposure to 
credit losses and maintains an allowance 
for anticipated losses
jim malone
chief financial officer misys plc board of directors
1 sir dominic cadbury 
2346
chairman 68
sir dominic cadbury joined the 
board as senior independent 
director in may 2000 and 
held that role until november 
2005 when he was appointed 
chairman he is acting 
chairman of the nomination 
committee sir dominic’s 
career was spent at cadbury 
schweppes which he joined in 
1964 being appointed to the 
board in 1975 serving as group 
chief executive from 1983 to 
1993 then as chairman until 
may 2000 he was chairman 
of the economist group from 
1993 to 2003 he retired as 
chairman of the wellcome 
trust in april 2006 sir dominic 
is chancellor of birmingham 
university
2 mike lawrie 
456
chief executive 55
mike joined the board in 
november 2006 mike was 
previously a general partner 
with valueact capital prior to 
that he was chief executive 
officer of siebel systems inc 
the international software and 
solutions company from 2004 
2005 mike spent 27 years with 
ibm where he rose to become 
senior vice president and group 
executive with responsibility 
for sales and distribution of 
all ibm products and services 
worldwide previously at ibm 
he was the general manager 
for all operations in europe 
the middle east and africa he 
previously served on the us 
advisory board of ntt docomo 
and as a director of ssa global 
inc symbol technology inc 
and good technology inc mike 
is the lead independent non
executive director of juniper 
networks inc
3 jim malone 
45
chief financial officer 59
appointed to the board on 19 
june 2007 prior to joining 
misys jim was cfo of the 
trizetto group inc a nasdaq 
listed company providing 
information technology for 
the health insurance payer 
community which he joined 
in 2004 prior to this he was 
cfo and cao at ims health 
the nyse listed healthcare and 
pharmaceutical information 
provider from 19951997 he 
was senior vp and controller at 
cognizant he started his career 
at price waterhouse in new 
york his subsequent career 
has included roles at dun and 
bradstreet reuben donnelley 
and siemens ag
3 jim malone 4 john king
board of
directors
1 sir dominic cadbury 2 mike lawrie
34  misys plc annual report 2008  35
4 john king 
1234
nonexecutive director 69
appointed a nonexecutive 
director in november 2005 
john is chairman of the 
remuneration committee he 
has over 30 years’ experience 
of the us healthcare industry 
most recently as president and 
ceo of legacy health system 
until 1999 prior to legacy 
john was president and ceo 
of evangelical health systems 
now advocate health systems 
he is a member of the american 
hospital association and a 
fellow in the american college 
of healthcare executives 
john serves on the boards 
of the center for healthcare 
governance pacific university 
and aha services inc
5 alnoor ramji 
1234
nonexecutive director 54
appointed a nonexecutive 
director in february 2005 
alnoor ramji is chief 
executive officer of bt design 
bt plc prior to joining bt in 
2004 he was executive vice 
president cio and chief 
ecommerce officer at qwest 
communications from 1996 
to 2001 alnoor was global 
cio at dresdner kleinwort 
benson prior to which he held 
a number of senior business 
positions in csfb and ubs
6 jeff ubben 
4
nonexecutive director 47 
appointed a nonexecutive 
director in january 2007 jeff 
ubben is a cofounder chief 
executive officer and the chief 
investment officer of valueact 
capital a san franciscobased 
investment partnership prior 
to that he was a managing 
partner at blum capital 
partners a private investment 
partnership and previously 
spent eight years at fidelity 
management and research 
where he managed the fidelity 
value fund jeff is a director 
of acxiom corp and gartner 
group inc and previously 
served on the boards of per
se technologies inc and of 
catalina marketing corp he 
is a former chairman and 
director of martha stewart 
living omnimedia inc and has 
served on a number of other 
public and private companies
7 john ormerod 
123456
senior independent director 
59
appointed a nonexecutive 
director in october 2005 and 
senior independent director 
in november 2005 john 
ormerod is chairman of the 
audit committee he is a 
chartered accountant with 
over 30 years’ experience in 
practice he is a nonexecutive 
director of gemalto nv and of 
computacenter plc in january 
2008 he joined the board of itv 
plc as a nonexecutive director 
where he serves on the audit 
committee john is also a 
director and trustee of  
the design museum
notes
1 member of the audit committee
2  member of the nomination 
committee
3  member of the remuneration 
committee
4  member of the general purposes 
committee
5  member of the treasury 
committee
6  member of the executive 
committee 
 
membership of committees and 
ages are as at 24 july 2008
6 jeff ubben 5 alnoor ramji 7 john ormerod 36  misys plc annual report 2008
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directors’ report
this annual report has been prepared for and only for the 
members of the company as a body and no other persons the 
company its directors employees agents or advisers do not 
accept or assume responsibility to any other person to whom this 
document is shown or into whose hands it may come and any 
such responsibility or liability is expressly disclaimed by their 
nature the statements concerning the risks and uncertainties 
facing the group in this annual report involve uncertainty since 
future events and circumstances can cause results and 
developments to differ materially from those anticipated the 
forwardlooking statements reflect knowledge and information 
available at the date of preparation of this annual report and the 
company undertakes no obligation to update these forward
looking statements nothing in this annual report should be 
construed as a profit forecast
the directors of misys plc submit their report and the audited 
financial statements for the year ended 31 may 2008
principal activities
the group’s principal activities are the development 
management and licensing of a variety of software products and 
solutions to customers in the financial services and healthcare 
industries misys also partners with worldclass companies to sell 
and distribute misys products and solutions
a review of the activities of the group its financial performance 
and its likely future business developments is provided in the 
chairman’s statement the chief executive’s review and the 
review of the businesses on pages 02 to 23 and the financial 
review on pages 26 to 33 of this annual report
disposals during the period are disclosed in note 4 on pages 66 to 67
business review
a review of the development and performance of the business of 
the group including the financial performance during the year is 
set out in the following sections of this annual report on pages 02 
to 06 14 to 23 and 26 to 33 all of which are incorporated into this 
report by reference chairman’s statement chief executive’s 
review operational review and financial review the last of which 
contains a description of the principal risks and uncertainties 
facing the group
events after the balance sheet date
there were no significant events subsequent to 31 may 2008
financial instruments
information on financial instruments is disclosed in note 25 on 
pages 79 to 80 and notes 36 to 40 on pages 86 to 90
dividends
the directors recommend a final dividend of 495p per ordinary 
share this together with the interim dividend of 296p per share 
paid on 7 april 2008 makes a total dividend of 791p per share for 
the year 2007 753p
the proposed final dividend if approved at the annual general 
meeting on 30 september 2008 the ‘agm’ will be paid on 6 
october 2008 to shareholders appearing on the register at the 
close of business on 1 august 2008
following completion of the proposed merger of the company’s 
subsidiary misys healthcare systems llc ‘misys healthcare’ 
with a whollyowned subsidiary of allscripts healthcare solutions 
inc ‘allscripts’ the board intends to alter its dividend policy in 
order to invest cash flow in its operations the company therefore 
does not intend to pay a dividend going forward but will keep this 
dividend policy under regular review
directors
details of the current directors of the company are given on 
pages 34 to 35
the following changes to the board of directors the ‘board’ took 
place during the year jim malone chief financial officer was 
appointed a director on 19 june 2007 howard evans stepped 
down as finance director on 29 june 2007 and jürgen zech 
stood down as a nonexecutive director at the close of the 2007 
agm on 19 september 2007
in accordance with the company’s current articles of association 
the ‘articles’ alnoor ramji will retire from the board and upon 
the recommendation of the nomination committee offer himself 
for reelection at the agm
biographical details of all directors including those being 
proposed for reelection are given on pages 34 to 35
details of executive directors’ service agreements nonexecutive 
directors’ letters of appointment emoluments and share 
interests can be found in the directors’ remuneration report on 
pages 44 to 52
significant contracts
with the exception of the service contracts indemnities and the 
placing and underwriting agreement referred to below during the 
year under review and up to the date of this report no director 
other than mr ubben as mentioned below has had any interest in 
any material contract with the company
mr ubben is interested in the placing and underwriting 
agreement the ‘placing agreement’ entered into on 17 march 
2008 between the company valueact capital master fund lp 
acting through its general partner va partners i llc ‘valueact’ 
and jpmorgan cazenove limited by virtue of him being one of the 
principal investors in valueact further details of the placing 
agreement can be found in the announcement issued on 18 march 
2008 available on the company’s website wwwmisyscom
indemnities and insurance
the company has granted indemnities to its directors in their 
capacity as directors of the company and in their capacity as 
directors of the subsidiaries of the company the company has 
also granted indemnities to some of the directors of its 
subsidiaries such indemnities remain in force and are qualifying 
third party indemnity provisions for the purposes of s309b 
companies act 1985 for some years the company has purchased 
insurance to cover its directors and officers against their costs in 
defending themselves in civil legal proceedings taken against 
them in that capacity and in respect of damages resulting from 
the unsuccessful defence of any proceedings neither the 
insurance nor the indemnity provide cover where the director has 
acted fraudulently or deceitfully
appointment and replacement of directors
the rules regarding the appointment retirement and removal of 
directors are contained in the company’s articles
the articles provide that directors may be appointed by ordinary 
resolution of the shareholders or by resolution of the board at 
each agm any director who has been appointed by the board 
since the previous agm or who has held office for more than 30 
months since he was appointed or last reappointed by the 
company in general meeting shall retire and offer himself for 
reelection misys plc annual report 2008  37
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powers of directors
the board is responsible for the management of the business of 
the company and may exercise all the powers of the company 
subject to the provisions of relevant law the company’s 
memorandum of association the articles and any special 
resolution of the company
for example the articles contain specific provisions and 
restrictions regarding the company’s power to borrow money 
powers relating to the issuing and buying back of shares are also 
included in the articles and such authorities are renewed by 
shareholders each year at the agm
research and development
in the markets in which the group operates effective rd is vital 
to maintaining competitive advantage and securing future income 
streams the extent of the group’s commitment to rd is 
detailed throughout the operational review on pages 14 to 23
people and corporate responsibility
information on employee engagement equal opportunities 
including policies relating to disabled persons training and 
ethical and environmental matters can be found in the section  
on people and corporate responsibility on pages 24 to 25
charitable donations
t he group’s commitment to community involvement and charitable 
donations is described in the people and corporate responsibility 
section on pages 24 to 25 in line with its policy the group made no 
political donations in the year under review 2007 nil
creditor payment policy
it is the company’s policy to agree terms and conditions for its 
business transactions with its suppliers the company seeks to 
abide by the payment terms agreed with suppliers whenever it is 
satisfied that the supplier has abided by its contractual 
obligations the trade creditors of the group at 31 may 2008 
represent 37 days 2007 31 days and of the company represent 
37 days 2007 46 days as a proportion of the total amount 
invoiced by suppliers during the year
share capital
the share capital of the company comprises ordinary shares of 
1p each the ordinary shares are listed on the london stock 
exchange and can be held in certificated or uncertificated form
t he authorised and issued share capital of the c ompany together 
with details of the movements in the c ompany’s issued share 
capital during the year are shown in note 33 on page 85 at close  
of business on 23 july 2008 the c ompany had 551727036 ordinary 
shares in issue of which 48208881 were held in treasury
purchase of own shares
at the 2007 agm shareholders authorised the directors to make 
market purchases of the company’s ordinary shares up to a 
maximum nominal value of £50306600 which represented 
approximately 10 of issued share capital and to either cancel 
the shares or hold the shares as treasury shares which may then 
be cancelled sold for cash or transferred for the purposes of the 
company’s employees’ share schemes depending on the best 
interests of the company’s shareholders at the time
pursuant to this authority in the financial year ended 31 may 2008 
the company has purchased 1300000 ordinary shares of 1p each 
at an aggregate consideration of £2503767 before expenses all 
of which were put into treasury during the year 1979186 shares 
were transferred out of treasury to meet the company’s 
obligations under its employee share plans and no shares were 
cancelled out of treasury
under the 2007 agm authority which expires at the conclusion of 
the 2008 agm the company may purchase a further 49006600 of 
its own shares it is proposed that the authority be renewed at the 
forthcoming agm
authority to allot shares
also included in the special business of the 2008 agm are 
proposals to renew the directors’ authority to allot shares for 
cash and to disapply statutory preemption rights up to 
prescribed limits further details are given in the circular 
containing the notice of agm
substantial shareholdings
as at 23 july 2008 the voting interests shown below in the 
ordinary share capital of the company disclosable under the 
financial services authority’s disclosure and transparency rules 
had been notified to the company
     issued  no of ordinary nature of 
    share capital  shares holding
legal  general group plc and its subsidiaries    400 20191164 direct
fmr llc and its group     514 25890800 indirect
schroders plc on behalf of schroder investment management ltd  
schroder investment management north america ltd and schroder  co ltd  533 26708863 indirect
valueact capital master fund lp     1660 83542576 direct
valueact capital management llc valueact capital management lp  
valueact holdings gp llc and valueact holdings lp
 
    1910 96287074 indirect

 this notification has been reported on an aggregated basis and includes the 166 holding of valueact capital master fund lp shown above 38  misys plc annual report 2008
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directors’ report
shareholders’ rights
the rights and obligations attaching to the company’s ordinary 
shares in addition to those conferred by law are set out in  
the articles
the holders of ordinary shares are entitled to receive the 
company’s report and accounts to attend and speak at general 
meetings of the company to appoint proxies and to exercise 
voting rights further details regarding voting at the agm and 
procedures for the appointment of a proxy can be found in the 
notes to the notice of agm and on the agm proxy form itself
there are no shares carrying special control rights with regard to 
control of the company shares to be acquired through the 
company’s employee share plans rank equally with the ordinary 
shares in issue and have no special rights there are no known 
arrangements under which financial rights are held by a person 
other than the holder of the ordinary shares
details of certain restrictions on transfer or voting rights 
attaching to the company’s ordinary shares are also included in 
the articles the company is not aware of any agreements 
between shareholders that may result in restrictions on the 
transfer of ordinary shares or voting rights
significant agreements and change of control
there are a number of agreements that take effect alter or 
terminate upon a change of control of the company following a 
takeover bid such as commercial contracts bank loan 
agreements property lease arrangements directors’ service 
agreements and employees’ share plans none of these are 
deemed to be significant in terms of their potential impact on the 
business of the group as a whole in addition there exist 
agreements between the company and its directors and certain 
senior employees which provide for compensation for loss of 
office or employment due to a takeover bid
as announced on 18 march 2008 the company entered into an 
agreement and plan of merger on 17 march 2008 the ‘merger 
agreement’ pursuant to which misys healthcare would be 
merged with allscripts and the company would purchase shares 
of allscripts’ common stock resulting in the company owning a 
controlling stake of allscripts pursuant to the terms of the 
merger agreement it is possible for either the company or 
allscripts to terminate the merger agreement prior to completion 
under certain circumstances which could include those in 
connection with a change of control of the other
articles of association
the company’s articles may be amended by special resolution of 
the shareholders passed at a general meeting of the company at 
the forthcoming agm a resolution will be put to the shareholders 
proposing the adoption of new articles a summary of the 
principal proposed changes can be found in the circular 
containing the notice of agm a copy of the current articles is 
available to view on the company’s website and a copy of the 
proposed new articles will be available to view at the company’s 
registered office and at the agm
annual general meeting
the 2008 agm will take place at 12 noon on tuesday 30 
september 2008 at the lincoln centre 18 lincoln’s inn fields 
london wc2a 3ed
a separate circular accompanying this report contains the notice 
of agm and explains the business to be considered at the 
meeting a copy of the notice is also published on the company’s 
website
going concern
after making due enquiries embracing the normal forecasting 
process the directors consider that the group and the company 
has adequate resources and committed borrowing facilities to 
continue in operational existence for the foreseeable future 
consequently they have continued to adopt the going concern 
basis in preparing the financial statements
auditors
each of the company’s directors in office as at the date of this 
report confirms that so far as he is aware there is no relevant 
audit information that is information needed by the company’s 
auditors in connection with preparing their report of which the 
company’s auditors are unaware and that he has taken all steps 
which he ought to have taken as a director in order to make 
himself aware of any relevant audit information and to establish 
that the auditors are aware of that information
pricewaterhousecoopers llp have expressed their willingness to 
continue in office as auditors and a resolution to reappoint them 
and authorise the directors to fix their remuneration will be 
proposed at the forthcoming agm
by order of the board
dan fitz
evp general counsel and company secretary
24 july 2008 misys plc annual report 2008  39
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corporate governance report
the board is committed to the highest standards of corporate 
governance it is accountable to the company’s shareholders for 
good governance in its management of the affairs of the group 
the board confirms that the company was fully compliant with all 
the provisions of the 2006 combined code on corporate 
governance the code throughout the year ended 31 may 2008 
except as indicated and explained below alphanumeric 
references are to provisions of the code
a31 this provision requires that the board identify in the annual 
report all the nonexecutive directors it considers to be 
‘independent’ taking into consideration the existence of certain 
relationships and circumstances which might affect their 
judgement having conducted a review the board considers all 
the nonexecutive directors to be ‘independent’ in accordance 
with provision a31 of the code save as explained below in doing 
so the board weighed a number of factors including whether 
each nonexecutive director is objective provides a challenge to 
management is prepared to challenge the views of others 
demonstrates a good understanding of the business has the best 
interests of the company in mind and has no relationships or 
circumstances that are likely to affect his judgement
the board specifically considered the independence of jeff ubben 
on his appointment to the board in january 2007 in view of his 
connection with one of the company’s significant shareholders 
valueact and determined then that this relationship would not 
affect his independence judgement or frankness in march 2008 
valueact entered into a placing and underwriting agreement with 
the company in relation to the proposed merger of misys 
healthcare systems llc with a subsidiary of allscripts healthcare 
solutions inc the ‘merger’ jeff ubben attended the meetings at 
which the board deliberated on the merger but did not count in the 
quorum or vote on any matters related to the merger and this will 
continue to be the position until and if the merger formally 
completes if the placing completes valueact’s holding in the 
company is expected to increase to approximately 25 in light  
of this in july 2008 the board again reviewed mr ubben’s 
independence and determined that on balance for combined  
code purposes it would no longer treat him as independent
c31 this provision requires that all the members of the audit 
committee must be ‘independent’ under the code jeff ubben has 
been a nonvoting member of that committee for the greater part 
of the year under review in view of the board’s determination in 
july 2008 that jeff ubben is no longer ‘independent’ under the 
code it has been agreed that he will step down from the audit 
committee and be replaced by alnoor ramji with effect from  
22 july 2008
as described below in the section on the work of the nomination 
committee the board is actively seeking to recruit at least one 
additional independent nonexecutive director
the board
composition
at the date of this report the board comprises the chairman two 
executive directors and four nonexecutive directors their 
biographies appear on pages 34 to 35 the changes in the 
composition of the board are set out in the directors’ report on 
pages 36 to 38 the board collectively has a wide range of 
relevant business financial and international experience which is 
vital to the successful direction of a global company
responsibilities
the board is responsible to the shareholders for the conduct of 
the company’s business and determines group strategy reviews 
trading performance ensures adequate funding and examines 
major investments it has a formal schedule of matters reserved 
for its decision including approval of the accounts and dividends 
significant strategic decisions fixed forecast transactions 
settlement of litigation over a certain threshold fundamental 
changes to the internal control system the adoption of new 
employee incentivisation plans and the delegation of authority to 
committees individual directors and officers the full schedule is 
available on the company’s website
in light of the integrity of the individual directors and of the 
current balance of two executive directors the nonexecutive 
chairman and four nonexecutive directors the board is of the 
view that no individual or small group of individuals can dominate 
the board’s decision taking
the chairman is responsible for running the board and carrying 
out the duties enumerated under the code including ensuring 
effective communications with shareholders the senior 
independent director provides an alternative to the chairman as a 
boardlevel contact for shareholders
the chief executive is supported in the management of the 
business and in particular in the implementation of the 
turnaround strategy launched in march 2007 by a team of senior 
executives including the cfo an executive director who 
constitute the executive vice presidents ‘evps’ the evps report 
to the chief executive and meet with him in person or by 
telephone as a group every two weeks to discuss operational 
matters operational responsibility for the strategic development 
of the group is shared among the chief executive and the evps 
with input from other senior managers around the group
the chief executive and the evps report regularly to the board on 
all significant operational and strategic initiatives
a formal procedure exists to allow the directors in appropriate 
circumstances to take independent professional advice in respect 
of their duties with any fees incurred being paid by the company 
in addition all directors may seek advice from the company 
secretary who also acts as general counsel
independence
the nonexecutive directors fulfil a vital role in corporate 
accountability by bringing their independent judgement to bear on 
issues brought before the board and board committees they 
bring considerable knowledge and experience from other areas of 
business and public life together with an international 
perspective and their views carry significant weight in the board’s 
decisions at least once a year they also meet as a group without 
executive directors being present
the question of jeff ubben’s ‘independence’ under provision a31 
of the code has been addressed above sir dominic cadbury was 
considered to be independent on his appointment as chairman 
under the code after appointment the test of independence is no 
longer appropriate in relation to a chairman
the nonexecutive directors met as a group in may 2008 for two 
primary reasons the first was to discuss with the chairman 
present the results of the performance evaluation of the  
c hief executive the second was to discuss in the absence of the  40  misys plc annual report 2008
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chairman and led by the senior independent director the 
performance of the chairman and other issues as and when 
required there are update calls for members of the board in 
between board meetings
as part of its evaluation of the performance of the board the 
board has reviewed the availability of the nonexecutive directors 
including the chairman alnoor ramji a nonexecutive director 
is the only director due for reelection at the 2008 agm and the 
board considers that he is able to devote the necessary amount  
of time to the business of the company
no executive director has a nonexecutive directorship with a 
ftse 100 company mike lawrie is a nonexecutive director of 
juniper networks inc
board processes
one of the responsibilities of the chairman is to ensure that 
board members receive sufficient and timely information 
regarding corporate and business issues to enable them to 
discharge their duties and to enable them to make further 
enquiries where necessary the board regularly reviews the 
quality and quantity of this information and recommends 
adjustments as necessary or advisable on a regular basis the 
board receives detailed presentations from senior management 
from around the group on the businesses product strategy 
partnerships new opportunities for the group and other matters 
of significance the board meets at least eight times a year 
mainly in person but occasionally by telephone and aims to hold 
two meetings each year overseas one of which is combined with 
a twoday conference involving an indepth review of group 
strategy as well as meetings with senior management during the 
year three meetings were held in the us in addition to the 
scheduled meetings during the year the board held a number of 
meetings to consider the merger
the board also reviews periodically whether the format and 
number of regularly scheduled meetings is appropriate for the 
anticipated needs of the business
training
the chairman is also charged with ensuring that all new board 
members are equipped to fulfil their duties and responsibilities 
as part of the early familiarisation programme new non
executive directors are encouraged to meet the executive 
directors individually and engage in an induction programme of 
visits to different businesses within the group where they have 
the opportunity to meet the senior management all directors 
receive training about their duties significant changes in the law 
and the sectors in which the company operates
board evaluation
during the second half of the year the directors conducted by 
way of a detailed questionnaire and discussion an evaluation of 
the performance of the board collectively of its four principal 
committees audit nomination remuneration and executive of 
the chairman of the chief executive and of individual directors 
as part of this latter evaluation the chairman makes himself 
available to discuss any issues regarding individual performance 
or any areas of concern the company secretary analysed the 
questionnaires and provided initial feedback to the chairman and 
the senior independent director the board received and reviewed 
the overall average scores these results formed one of the bases 
for further discussion by the board collectively and by the non
executive directors in respect of the evaluation of the 
committees the performance of the chairman and the chief 
executive the review identified a few areas which should be 
addressed including widening the composition of the board as 
well as continuing to improve the flow and types of management 
information made available to the nonexecutive directors
board committees
responsibilities at board level are divided among six standing 
board committees these committees operate within formally 
defined written terms of reference that are available on request 
and from the company’s website these oversight roles are 
complemented by an active internal audit function further  
details on internal control are provided in the section below 
details of membership of the board committees are set out  
on pages 34 to 35
during the year the board reviewed the composition of its 
standing committees it was agreed to leave the membership of 
the committees unchanged for now but to revisit this as and 
when new nonexecutive directors join the board
the audit committee was chaired by john ormerod who has 
recent and relevant financial experience its other members during 
the year were john king and jeff ubben a nonvoting member  
dr jürgen zech served on the committee until his retirement on  
19 september 2007 as described above jeff ubben has stepped 
down from the committee and been replaced by alnoor ramji 
with effect from 22 july 2008 the committee met eight times 
during 200708 200607 five times with the c fo group financial 
controller group treasurer representatives from internal audit 
and the external auditors pricewaterhousecoopers llp ‘pwc’ 
invited to attend as appropriate
during the year the committee took the decision to outsource the 
internal audit function and appointed kpmg llp ‘kpmg’ to this 
role shortly thereafter the existing head of internal audit 
resigned to take up another role and left the company in january 
2008 jenny morgan a partner of kpmg acts as head of internal 
audit and has direct access to the committee chairman
during the year the committee met in private session with pwc 
three times the head of internal audit once and with the cfo 
and other senior management on four occasions the committee 
also met kpmg in july 2008 on a number of occasions during the 
year the committee chairman has held meetings with pwc and 
separately with the head of internal audit and with kpmg
the committee’s duties include to receive reports from the 
group’s external and internal auditors to review and to report to 
the board on draft financial information prior to publication to 
oversee and keep under review the relationship with the group’s 
external auditors to review the effectiveness and reliability of the 
group’s system of internal control and the internal audit function 
to review any changes to financial reporting requirements and to 
consider matters arising from the annual group audit
the committee recognises that the independence of the group’s 
auditors is of paramount importance to shareholders and has 
established a policy for monitoring and approving the level of non misys plc annual report 2008  41
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audit fees eg accounting tax or other financial consultancy 
related work paid to the group auditors in order to identify and 
minimise any potential conflicts of interest the policy prohibits 
using pwc in projects which represent a real threat to the 
independence of the audit team such as where the external 
auditor would be in a position where it is auditing its own work 
eg financial systems implementations or where there is evident 
selfinterest for example where an interest in the outcome of 
their work might conflict with the auditor’s objectivity if pwc is to 
be considered for the provision of nonaudit services such as tax 
advice and compliance due diligence work in relation to 
acquisitions the scope and fees must be approved in advance by 
the cfo and the committee secretary and in the case of fees in 
excess of £50000 for a single project by the committee 
chairman this may involve a competitive tender process unless 
there are compelling commercial or timescale reasons to use 
pwc at each meeting the committee is advised of any significant 
nonaudit work awarded to pwc since the previous meeting 
which will already have been approved by the committee 
chairman as described above at its july meeting the committee 
receives a full report of pwc’s fees both audit and nonaudit fees 
during the past financial year the nonaudit fees paid to pwc 
amounted to £32m or 73 of total fees paid the bulk of these 
fees £23m is for services in relation to the merger the 
committee believes that the quality of the audit process was not 
adversely affected by pwc’s nonaudit work for the group
the committee has a policy prohibiting the hiring of former 
employees of the external auditor into certain roles within the 
group within two years following their association with the audit 
unless the chairman of the audit committee gives prior consent 
annually the committee is advised of any new hires caught by  
this policy no such circumstances arose in the year ended  
31 may 2008
during the year the committee’s work has included
• reviewing the group’s draft 2007 financial statements and 
2008 interim results and related announcements prior to 
board approval together with p wc ’s reports thereon
• reviewing the appropriateness of the group’s accounting 
policies
• receiving and reviewing reports on the group’s risk 
management processes and the key risks associated with the 
group’s businesses
• reviewing periodic reports from the internal audit function
• reviewing and approving p wc ’s terms of engagement fees 
and nonaudit fees and
• reviewing p wc ’s strategy for the audit of the 2008 financial 
statements
the nomination committee has sir dominic cadbury as its acting 
chairman it consists of all the nonexecutive directors including 
the chairman other than jeff ubben it meets as necessary 
liaising closely with the chief executive it met twice during 
200708 three times during 200607 it assesses the suitability of 
persons for appointment as directors and when appropriate 
nominates new candidates for the approval of the board the 
committee plays an important role in succession planning for the 
board and key senior executives and performs regular 
assessments of the requirements of the board as a whole under 
its terms of reference the committee oversees the search and 
selection process for new directors and aims to do so in 
compliance with the recommendations under the code as such 
the committee seeks to make appointments on merit and against 
objective criteria the committee also seeks to satisfy itself that 
there are in place plans for orderly succession of appointments to 
the board and to senior management positions in the latter part 
of the year the committee launched a search via a recruitment 
firm for at least one additional independent nonexecutive 
director with relevant financial or managerial experience and who 
will be ukbased committee members will be invited to meet the 
shortlisted candidates
the remuneration committee was chaired by john king the 
committee consists of all the nonexecutive directors other than 
jeff ubben and meets when necessary but at least three times a 
year it met five times during the year nine times during 200607 
and participants attended either in person or by telephone the 
chief executive and other directors are invited to attend the 
committee’s meetings as the members consider appropriate 
details of the committee’s main functions and its remuneration 
policies for the company’s directors and senior executives are 
provided in the remuneration report on pages 44 to 52
the treasury committee was established by the board to review 
the function and operation of the group’s centralised treasury 
whose primary role is to manage the foreign exchange interest 
rate liquidity and credit risks arising from the operation of the 
business the committee is governed by written terms of 
reference and meets as necessary reporting its decisions to the 
next meeting of the board its membership comprises the chief 
executive the cfo the group treasurer and john ormerod as 
the nonexecutive director nominated by the board the minimum 
attendance required for a quorum is two directors one of whom 
must be the chief executive or the cfo
the executive committee was established by the board in january 
2007 to facilitate the management of the business and affairs of  
the c ompany in the interim between meetings of the board of 
directors its membership comprises three or more directors and 
its current members are the c hief executive the c hairman of the 
board and the senior independent director it is chaired by the 
c hief executive it may exercise all of the powers and authority of 
the board within certain parameters set out in its terms of 
reference the minutes of the executive committee meetings  
are circulated to all members of the board for information
the general purposes committee transacts routine business of 
the board principally in relation to the company’s employee 
share plans the committee operates within clearly defined 
written terms of reference and financial limits it meets when 
necessary and reports to the board on its decisions on a regular 
basis all the directors together with the company secretary are 
members of the committee with a minimum of two directors 
required to attend 42  misys plc annual report 2008
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the executive committee general purposes committee and 
treasury committee hold a number of ad hoc meetings attended 
by the directors and accordingly are not included in the above 
table all the directors attended the 2007 agm
relations with shareholders
the company acknowledges the importance of maintaining a 
purposeful relationship with its investors the chairman and 
executive directors hold briefing meetings with financial analysts 
and institutional shareholders including presentations following 
the interim and final results announcements and their views are 
communicated to the board
in addition business and market briefings are held periodically to 
ensure that the analysts and investing community receive a 
broader view of the group’s operations and the issues faced by 
the business during the year the following seminars were held to 
provide an opportunity for analysts and investors to gain a deeper 
understanding of various areas of the business in november 2007 
in new york on misys treasury  capital markets in april 2008 in 
london on misys banking and in may 2008 in raleigh north 
carolina on misys healthcare
the executive directors regularly conduct oneonone andor 
group meetings with institutional shareholders the chairman 
the senior independent director and the nonexecutive directors 
are available to meet with shareholders on request during the 
year a number of meetings with major shareholders were held to 
discuss the disposal of misys hospital systems inc the merger 
the proposals for new share plans which will be put to the 2008 
agm for approval and other strategic issues
the board including the nonexecutive directors has access to 
the services of makinson cowell which provides independent 
advice concerning the relationship between the company and its 
institutional investors and produces regular written reports to 
the board
the principal communications with private investors are through 
the company’s website wwwmisyscom the annual report and 
financial statements the interim report the interim management 
statements and the agm all the directors aim to attend the agm 
which provides shareholders with the opportunity to question the 
chairman and the board the company responds as necessary to 
enquiries from individual shareholders on a wide range of issues
the financial and other information including presentations to 
analysts and investors in audio video and text formats are made 
available on the company’s website further details are contained 
in the investor information section on page 99
internal control
the board of directors has responsibility for the system of 
internal control which covers all aspects of the business in 
recognition of that responsibility the directors set policies and 
seek assurance that the system of internal control is operating 
effectively strategic operational financial and compliance areas 
are all within the scope of these activities which also includes 
identifying evaluating and managing the related risks
the following section summarises the group’s system of internal 
control which comprises a number of distinct individual processes 
and procedures that when taken together provide a reasonable 
but not absolute assurance against material misstatement  
or loss
the audit committee reviews the system of internal control on 
behalf of the board it carries out this review principally through 
reports from management on the significant risks facing the 
group and a specific review of plans for and the results of 
internal and external audit work and other relevant reports up to 
the signing of the annual report and accounts the audit 
committee considers any significant control matters raised in 
reports from management and by the internal and external 
auditors where weaknesses are identified the audit committee 
requires appropriate action to be taken by management and 
receives periodic reports on the implementation of those actions 
the audit committee reports its findings regularly to the board
the directors acknowledge that they have overall responsibility 
for the group’s system of internal control and for reviewing its 
effectiveness and confirm that they have reviewed its 
effectiveness during the year
the attendance record of each director during the year is set out below
    audit nomination remuneration 
   board committee committee committee
number of meetings held during the year   12 8 2  5
sir dominic cadbury    12 – 2 5
j g king    11 8 2 5
j ormerod   11 8 2 5
a ramji   10 – 2 3
j ubben   12 7 – –
dr j zech to 19 september 2007   33 44 11 22
m lawrie   12 – – –
j malone appointed 19 june 2007   12 – – –
h evans to 29 june 2007   01 – – –
for each of those directors who joined or stepped down from the board during the year the figure in brackets indicates the maximum number of meetings he  
could have attended misys plc annual report 2008  43
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risk management
the development and update of the group’s strategic plan which is 
reviewed by the board is based in part on the periodic identification 
and management of key risks and opportunities the turnaround 
programme which is in its second year of implementation is 
bringing about changes to the group’s operations purchasing 
procedures and supply chain products and services as expected 
these changes have started to alter the risk profile of the business 
kpmg was commissioned to undertake an assessment of the key 
risks facing the group and presented their findings to the audit 
committee in september 2007
in response to the changes in the business the group continues 
to enhance its risk management processes which are designed to 
identify evaluate and manage the key business operational 
financial and compliance risks that are considered to be 
important to the group
the risk management process involves each division periodically 
reviewing the most important risks to which the business is 
exposed and the control processes in place that manage andor 
mitigate the potential exposure to those risks
the business risks and controls are then evaluated by the senior 
management team who determine which risks in their opinion 
are the most significant to the group overall senior executives 
are given responsibility to deal with any items requiring action 
and decisions are then taken as to the most appropriate method 
of managing them
financial monitoring and reporting
once a year the board approves a budget the group operates a 
system of rolling forecasts such that forecasts covering the next 
12 months are always available to management the actual 
results including key performance indicators are reported on a 
monthly basis and both the monthly and cumulative results are 
compared with the budget the latest forecast and with the prior 
year results there is a high emphasis placed on cash generation 
with cash flows and balances monitored at business divisional 
and group level by a system of weekly and monthly cash reports 
treasury and taxation policies are reviewed at least annually and 
are themselves subject to regular reporting to the board
authority levels
a clearly defined management and organisational structure has 
been established there are defined responsibilities which are 
retained by the board defined levels of authority delegated to 
management at group divisional and business unit level are 
established for the approval of major development projects 
contractual and other commitments of a revenue nature and 
capital expenditure authority levels are reviewed periodically and 
approved by the group or divisional board as appropriate
investment appraisal
potential capital investment or acquisition opportunities are 
reviewed rigorously against the group’s standards for investment 
return growth potential and normal terms and conditions before 
contractual commitment
system of operating unit control procedures
business unit performance and internal control are monitored by 
regular divisional management meetings which are attended 
periodically by misys group executives financial controls and 
procedures are detailed in a group finance manual which is 
regularly updated circulated to all business units and published 
on the group’s intranet in addition the monitoring role of the 
central finance function has been strengthened in the year 
focusing on higher risk areas such as revenue recognition and 
fixed fee contracts each operating unit’s general manager and 
chief financial officer is also required to certify in writing 
compliance or identify cases of noncompliance with the group’s 
policies and procedures including the internal financial control 
and the whistleblowing policies
internal audit
the group utilises internal audit resource supplied by kpmg 
under an outsourcing agreement the internal audit function 
facilitates management’s strategic risk assessment this is 
approved by the audit committee and forms the basis of a risk
based internal audit plan
the reviews performed by internal audit as part of the plan 
provide objective assurance over the processes and controls in 
place to manage the selected key strategic risks making 
recommendations for business and control improvements as 
required actions are agreed in response to its recommendations 
and these are followed up by the audit committee to ensure that 
satisfactory control is maintained closeddoor meetings between 
the committee and the head of internal audit outside the 
presence of management are also periodically held on an annual 
basis the audit committee reviews the remit and effectiveness of 
the internal audit function
the process and systems described above have been in place 
during the financial year ended 31 may 2008 or were adopted 
during the year in response to changes in the risk profile all 
remained in place up to the date of the approval of the annual 
report and accounts
on behalf of the board
dan fitz
evp general counsel and company secretary
24 july 2008 44  misys plc annual report 2008
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directors’ remuneration report
dear shareholder
as chairman of the remuneration committee i am pleased to present the directors’ remuneration 
report for misys plc
as our results for the year ended 200708 indicate the company is on track to deliver the improved 
performance set out in its turnaround strategy to achieve this performance and to help secure the 
continuing improvements that will be necessary to make the turnaround a success we have attracted 
new talent to key leadership and management roles many of these recruits are us executives and 
professionals which is not surprising given that over 50 of our revenue comes from the americas and 
some of the best talent in our sector is found in this market in line with this change the remuneration 
committee has undertaken a comprehensive review of executive remuneration policy which has brought 
about some key changes to our overall remuneration strategy so as to ensure that we continue to attract 
and retain the best people in our changing business environment
the committee is mindful that we wish to retain the overall reward package at existing levels which  
are already competitive for our market but that changes to the breakdown of this package are 
necessary to drive results to achieve this a greater emphasis will be put on ‘at risk’ remuneration  
such as performancerelated bonuses as opposed to base salary we are also reshaping share incentive 
arrangements to reward delivery in the short medium and long term in line with our turnaround  
for more detailed information on these changes please see the remuneration principles section of  
the remuneration report
as the most significant changes to remuneration policy for executive directors relate to share 
incentives it is worth providing a brief history of what was done in the previous financial year and  
what is proposed going forward
the transformation incentive plan which was approved at the extraordinary general meeting in march 
2007 was designed as a oneoff incentive plan and no further awards can be made under this plan after 
january 2009 additionally as mentioned in the committee’s report last year the option scheme and the 
ltip expire this year
in addition to being asked to approve the remuneration report at the annual general meeting agm 
shareholders will also be asked to approve the introduction of the following new share plans
• a new o mnibus plan which will allow for the following types of awards to be made
• performance shares – awards to acquire shares for no cost
• share options – traditional market value share options
• matching shares – an award of shares at no cost linked to the award of deferred shares under  
the c ompany’s annual bonus plan the misys senior executive bonus plan mse bp
• a new share incentive plan for uk employees plus similar arrangements for employees in other 
countries
details of these proposals are included in the shareholders’ circular for the agm on 30 september 2008
i hope that you will support these resolutions
john king
chairman remuneration committee
24 july 2008 misys plc annual report 2008  45
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directors’ remuneration report
the remuneration report from page 44 up to and including 49 is 
unaudited the disclosures on pages 50 to 52 have been audited
this report has been prepared by the remuneration committee 
the ‘committee’ and has been approved by the board it has 
been drawn up in accordance with the combined code on 
corporate governance schedule 7a to the companies act 1985 
and the uk listing authority listing rules
shareholders will be given the opportunity to approve the report 
at the 2008 agm
the committee
during the year the members of the committee were
• john king c ommittee c hairman
• sir dominic c adbury
• john o rmerod
• alnoor ramji
• dr jürgen zech retired from the board on 19 september 2007
each of the nonexecutive directors on the committee is regarded 
by the board as independent sir dominic cadbury was independent 
at the time of his appointment as chairman of the board
during the year the committee met on five occasions and all 
participants attended either in person or by telephone with the 
exception of alnoor ramji who was unable to attend on two 
occasions
the committee is responsible for determining the policy on 
remuneration for the executive directors and other senior 
executives and based on this policy it determines the individual 
remuneration and benefits package for each of the executive 
directors the committee is responsible for approving all awards 
and option grants under the company’s discretionary share 
incentive plans and sets the broad policy for share incentive 
grants to the senior executive team the committee is also 
responsible for reviewing and setting the fees of the chairman 
although the chairman is not present during any discussion 
around his remuneration
the committee has the flexibility to use different sources of 
external advice as appropriate during the year the committee 
sought advice from the following
• watson wyatt limited who provided advice in relation to 
market practice remuneration strategy and incentive plan 
design
• deloitte and t ouche llp who advised on share award 
performance condition monitoring
• pinsent masons who advised on share plans and general 
employment policy
• hewitt new bridge street who advised on share award 
performance condition monitoring
watson wyatt also advises the company on its uk pension 
arrangements pinsent masons legal advisers also advised the 
company on share plans and employment matters
the committee also has access to advice from the evp for group 
human resources the company secretary and the chief 
executive no member of the committee nor any party from 
whom advice was sought participated in discussions relating to 
their own remuneration
remuneration principles
the committee seeks to provide packages for executive directors 
and other senior executives that are appropriate to the needs of 
misys as a global software business and that are competitive in 
the markets in which misys operates and recruits to help in 
achieving this the committee has updated and revised the key 
reward principles set out in last year’s report as follows
general reward principles
• reward policies are designed to support the development  
of ‘o ne misys’ as a global employer of choice
• t otal remuneration opportunity should be targeted at market 
competitive levels for the relevant local employment market
• t here should be differential rewards for high performers
• subject to the c ompany’s ability to do so employees should 
have the opportunity to share in the c ompany’s success and 
participate in ownership of misys shares
• employee benefits should be aligned with local markets and 
should be designed and delivered to enhance the local 
employment brand while being maintained as a modest 
proportion of total reward
reward principles for executive vice presidents and above
• a significant proportion of total compensation should be 
performance related and therefore ‘at risk’
• business performance measures must be based on 
challenging sliding scale targets which are relevant to the 
business and aligned with shareholders’ interests
• e vps and executive directors are expected to build and 
maintain over time a meaningful shareholding in the c ompany 
in order to provide further alignment of their interests with 
those of shareholders 46  misys plc annual report 2008
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directors’ remuneration report
remuneration policy for executive directors
the table below summarises the company’s policies in respect of each of the key elements of executive directors’ 
remuneration
element  policy  details
base salary • provides the fixed element  • benchmarked against the  
  of the remuneration package  relevant local market 
 
 • set at market competitive  • normally reviewed annually 
  levels in order to recruit and  and set for the 12 months 
  retain the best people for  commencing 1 august 
  our business  moved from 1 june
annual bonus • incentivises the achievement  • targets based on group 
  of specific goals over the  operating profit and 
  short term  specific operational and 
    individual objectives 
 • element of deferral aids 
  retention and provides • normally 50 of bonus 
  alignment with shareholders  is deferred into shares
medium and  • incentivises executives to • the new omnibus plan 
longterm incentives   achieve medium term   designed to deliver a 
  financial performance  combination of matching 
  improvement and superior  shares performance 
  returns for shareholders  shares and share options 
    will be proposed to 
 • aligns the interests of  shareholders at the agm 
  executives and shareholders  
   
 • retains key individuals
pension • provides postretirement  • employerfinanced retirement 
  benefits for participants in   benefit scheme for m lawrie 
  a costefficient manner  and a defined contribution 
    scheme for j malone
shareholding guidelines • encourages executives to  • policy of 100 of base salary 
  build an interest in misys   for executive directors 
  shares and supports alignment   
  with shareholders’ interests  misys plc annual report 2008  47
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the intended relative proportion of fixed and variable 
remuneration for the chief executive at ‘target’ and ‘stretch’ 
performance under the ongoing incentive arrangements is 
illustrated below
figures are based on the assumption that the proposed new 
omnibus plan is in place sharebased awards are shown at 
expected value and half of the bonus is normally deferred  
into shares
components of the remuneration package
salary
the committee normally reviews base salaries on an annual 
basis taking into account the value of the package as a whole in 
considering the base salaries for the executive director roles the 
committee has regard to practice in the uk of companies of 
similar size and international complexity the executive directors’ 
annual base salaries during the year and with effect from 1 
august 2008 are shown in the table below
 from 1 june 2007 from 1 august 2008 
 or date of appointment if later 
mike lawrie chief executive £570000 £570000
jim malone c fo 500000 500000
 jim malone joined the board on 19 june 2007
base salary is the only element of the remuneration package 
which is pensionable increases in salary below board level were 
broadly in line with inflation in the relevant markets
annual bonus
the misys senior executive bonus plan msebp provides a short
term incentive for executive directors based on stretching 
financial operational and personal objectives over the year at 
least half of any annual award will normally be deferred into 
shares it is intended that from this year onwards the deferral 
period will be one year whereas it has previously been two years
t he maximum annual bonus award for the c hief executive is 200 
of salary with an ontarget award of 100–120 of salary t he 
maximum bonus for the c fo is 150 of salary with an ontarget 
award of 100 of salary a bonus will be paid to the c hief executive 
and c fo in 2008 to the extent they met or exceeded performance 
targets in respect of the 200708 financial year
the targets for the annual bonus are established by the 
committee at the commencement of each financial year for 
200809 the overall annual bonus potential for executive directors 
is dependent upon their meeting or exceeding a threshold group 
operating profit target with the actual level of payment then 
dependent upon the extent to which targets are met in respect of 
group operating profit revenue cost savings customer 
satisfaction scores and personal objectives
for the year just ended the remuneration committee determined 
the annual bonus payment for the executive directors by 
reference to specific targets set at the beginning of the year
• group financial targets were met or exceeded
• c ost reduction targets were met or exceeded
• c ustomer satisfaction levels improved to above target levels
• both the ceo and c fo met their personal performance 
targets
as a result taking into account the extent to which individual 
performance objectives were met the remuneration committee 
approved annual bonus payments of 180 of base salary for the 
ceo and 130 for the cfo for 2008 half of which will be satisfied 
in cash and half of which will normally be deferred into shares
medium and longterm share incentives
as explained in the committee chairman’s letter at the beginning 
of this report a proposal to introduce a new omnibus plan is to 
be brought to the agm on 30 september 2008 details of this plan 
which will provide medium and longterm share incentives for 
executive directors and evps in 200809 and future financial 
years are set out in the shareholders’ circular for the agm
details of longterm incentive awards granted to executive 
directors in 200708 are disclosed in the tables on pages 51 to 52
the ceo received awards of type 1 executive share options ltip 
performance shares and shares under the bonus deferral 
arrangements
t he c fo was granted a oneoff award of 344000 restricted stock 
units in misys securities on 10 august 2007 to compensate for 
forfeited share awards from his previous employer on 31 march 
2008 172000 of these vested with the balance due to vest on 31 
march 2009 t he c fo was also granted an award under the 
t ransformation incentive plan tip in 200708 in line with the 
commitment made to shareholders when the tip was introduced in 
march 2007 no other share awards were made to tip participants 
other than to the ceo and c fo as described above in 200708
dilution limits
the company operates within the dilution limits set out in its 
share plans which restrict dilution to 10 of issued share capital 
over 10 years awards over new shares are further limited to no 
more than 2 of issued share capital in any year to ensure 
smooth phasing of awards the company sources shares for 
share awards through a mixture of newly issued shares shares 
held in treasury and shares acquired and held in the company’s 
employees’ share trust
pensions
the company’s pension policy is to provide a defined contribution 
to executive directors either through the company’s defined 
contribution pension plan or as an allowance for use in their 
personal pension plans the chief executive receives a 
contribution equivalent to 20 of his base salary to a deferred 
compensation plan established in the us for uk purposes this 
plan is treated as an employer financed retirement benefit 
scheme the cfo receives matching contributions for any 
contributions he makes to the normal uk company pension plan 
up to a maximum equivalent to 12 of base salary
salary cash 
bonus
shares 
bonus
medium and longterm 
incentives
 48  misys plc annual report 2008
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other benefits
executive directors are eligible to receive certain benefits 
including a car allowance private health insurance and life 
insurance cover they are also eligible to participate in the 
savingsrelated share option schemes operated in the uk and 
overseas on the same terms as other employees the chief 
executive and cfo also receive certain benefits in relation to their 
relocation including accommodation and expatriate tax advice
shareholding guidelines
executive directors are encouraged to build and maintain over 
time a shareholding in the company equivalent to at least 100 of 
base salary this policy is supported by the tip which requires a 
significant personal investment by executivelevel participants 
both the chief executive and cfo maintain a shareholding in 
excess of this target
chairman and nonexecutive directors
the chairman and nonexecutive directors have letters of 
appointment for a threeyear term which may be extended by 
mutual agreement
the chairman receives an annual fee of £180000 and non
executive directors are paid a basic annual fee with additional 
fees for the senior independent director and for chairing a board 
committee as set out below during the year the chairman was 
acting chair of the nomination committee but did not receive a 
fee in this respect there is also flexibility to pay additional fees 
for special duties
the fee policy for the nonexecutive roles was reviewed during 
the prior year and the following changes were made with effect 
from 1 june 2007
basic fee £40000
additional fee for the senior independent director  £20000
additional fee for chairing the audit committee £8000
additional fee for chairing the remuneration committee £8000
additional fee for chairing the nomination committee £5000
nonexecutive directors are entitled to reimbursement of travel 
and accommodation costs in connection with the performance of 
their duties they are not eligible for pensions or incentives or for 
compensation for early termination of their appointment period
executive directors’ service contracts
mike lawrie’s contract provides that he may terminate his 
employment with the company by giving three months’ written 
notice and the company may terminate employment by giving  
12 months’ written notice on termination misys has a contractual 
obligation to pay in lieu of at least six months of the notice period 
other than in the case of summary dismissal in the event of a 
change of control if the contract is terminated within the 
following 12month period he will be entitled to receive a sum 
equal to 12 months’ salary ontarget bonus pension contribution 
and health insurance change of control would also bring forward 
the vesting date for the chief executive transformation incentive 
plan at which point performance conditions would be applied to 
the outstanding award with no time prorating
jim malone’s contract provides that he may terminate his 
employment with the company by giving six months’ written 
notice and the company may also terminate employment by giving 
12 months’ written notice in the event of a change of control if 
the contract is terminated within the following 12month period 
he will be entitled to receive a sum equal to 12 months’ salary 
and ontarget bonus change of control would also bring forward 
the vesting date for the transformation incentive plan at which 
point performance conditions would be applied to the outstanding 
award with no time prorating
directors’ contracts
the contractual arrangements with each executive and nonexecutive director who served in the year are summarised below
 date of current contract 
 letter of appointment notice periodunexpired term of appointment
m lawrie 13 october 2006 12 months elected at the 2007 agm
j malone 18 june 2007 12 months elected at the 2007 agm
h evans 17 july 2002 resigned from the board on 29 june 2007
sir dominic cadbury 13 march 2000 appointed as chairman for an initial threeyear term expiring 22 march 2009
j ormerod 21 september 2005 1 month elected at the 2006 agm
j g king  2 november 2005 1 month elected at the 2006 agm
a ramji 25 january 2005 1 month elected at the 2005 agm 
  to be put forward for reelection at the 2008 agm
dr j zech 19 september 2002 resigned from the board at the 2007 agm
j ubben 16 january 2007 1 month elected at the 2007 agm
  nonexecutive directors appointed before 2005 do not have a formal notice period within their letters of appointment from 2005 terms of appointment for  
nonexecutive directors include a notice period of one month misys plc annual report 2008  49
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performance graph
the graph below measures the company’s total shareholder 
return tsr performance over a fiveyear period as required  
by the companies act this is compared against the tsr 
performance of the ftse techmark allshare index the directors 
believe this is the most appropriate broad equity market index 
available against which tsr should be measured as it is made up 
of companies in similar markets and geographic locations to misys 
however the directors do not believe it is a particularly 
representative comparator
total shareholder return
external directorships
the company recognises that executive directors may broaden 
their experience by serving as nonexecutive directors of other 
companies and they are permitted to accept such appointments 
by prior agreement with the board it is normal practice for 
executive directors to retain fees received for nonexecutive 
appointments during the year mike lawrie served as a non
executive director of juniper networks inc for which he received 
a fee of us56875 in addition he also participates in its share 
option plan under which he holds 74712 share options
directors’ interests in shares
the interests of directors in ordinary shares of the company are 
set out below and include changes between 31 may 2007 and 24 
july 2008 all interests are beneficial
   at 31 may 2008  
  at 1 june 2007 or date ceased  
  or date of to be a 
  appointment director if  
number of shares  if later earlier
m lawrie 
i
  298657 553355
j malone  50000 322000
h evans  124917 124917
ii
sir dominic cadbury  150000 275000
j ormerod  5000 50000
j g king   57000 150000
a ramji  24536 24536
j ubben
 i iii iv
  47687074 97907499
dr j zech  25000 25000 
v
i mr lawrie and mr ubben are investors in valueact capital partners lp 
which has an interest in valueact capital master fund lp and valueact 
capital partners iii lp which has an interest in valueact capital master 
fund iii lp and as such have an interest in respectively 117771 and 
2931850 ordinary shares being their proportionate interest in the total 
number of ordinary shares held by valueact capital master fund lp and 
valueact capital master fund iii lp these ordinary shares are shown in 
their interests in the table above
ii this figure is as at 29 june 2007 when h evans ceased to be a director
iii 85163001 shares are owned directly by valueact capital master fund lp 
and may be deemed to be beneficially owned by i va partners i llc as 
general partner of valueact capital master fund lp ii valueact capital 
management lp as the manager of valueact capital master fund lp  
iii valueact capital management llc as general partner of valueact 
capital management lp iv valueact holdings lp as the sole owner of 
the limited partnership interests of valueact capital management lp and 
the membership interests of valueact capital management llc and as the 
majority owner of the membership interests of va partners i llc and v 
valueact holdings gp llc as general partner of valueact holdings lp 
mr ubben disclaims beneficial ownership of the reported stock except to 
the extent of his pecuniary interest therein
iv 12744498 shares are owned directly by valueact capital master fund iii 
lp and may be deemed to be beneficially owned by i va partners iii llc 
as general partner of valueact capital master fund iii lp ii valueact 
capital management lp as the manager of valueact capital master fund 
iii lp iii valueact capital management llc as general partner of 
valueact capital management lp iv valueact holdings lp as the sole 
owner of the limited partnership interests of valueact capital management 
lp and the membership interests of valueact capital management llc 
and as the majority owner of the membership interests of va partners iii 
llc and v valueact holdings gp llc as general partner of valueact 
holdings lp mr ubben disclaims beneficial ownership of the reported 
stock except to the extent of his pecuniary interest therein
v the shareholding figure for dr j zech is as at 19 september 2007 when  
he ceased to be a director
there have been no changes in directors’ interests in the shares 
of the company between 31 may 2008 and 24 july 2008
may 03 may 04 may 05 may 06 may 07 may 08
source thomson financial
misys plc ftse techmark allshare index
this graph shows the value by 31 may 2008 of £100 invested in misys plc on 31 may 2003 
compared with the value of £100 invested in the ftse techmark allshare index 
the other points plotted are the values at intervening financial yearends
0
20
40
60
80
100
120
140
160
180
200
220
value £ 50  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
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directors’ remuneration report
directors’ emoluments
the amounts payable by the company to each director for the financial year 200708 are set out below these figures exclude share 
benefits which are shown separately no director has waived any emoluments
       total 2008 
    benefits  other or from   
  base bonus in kind car payments date of  pension 
  salaryfee i ii allowances iii appointment total contributions
       2008 2007 2008 2007 
         iv
executive directors
m lawrie  570000 1026000 31681 – – 1627681 983543 114000 64167
j malone  259562 328282
v
 6449 – 46000 640293 – 30443 –
h evans 
vi
  39991 – – 1208 343247 384446 860929 – 137114
former directors 
vii
j k lomax  – – 598 – 353780 354378 850246 – 69757
j mcmahon  – – 823 – 100000 100823 622205  40991
t skelton  – – 4285 – 353909 358194 553766  59406
i martin  – – – – – – – – –
nonexecutive directors
sir dominic cadbury  180000 – – – – 180000 164167 – –
j ormerod  68000 – – – – 68000 55000 – –
j g king   48000 – – – – 48000 40833 – –
a ramji  40000 – – – – 40000 35000 – –
dr j zech  13333 – – – – 13333 35000 – –
j ubben  40000 – – – – 40000 13282 – –
total  1258886 1354282 43836 1208 1196936 3855148 4213971 144443 371435
i half of the bonus is payable in cash and half is normally deferred in cash or shares the performance conditions for the 200708 annual bonus plan for  
m lawrie and j malone were based on a range of group operating profit targets and specific operational and individual objectives set at the beginning of  
the financial year
ii benefits in kind include all taxable benefits arising from employment by the company such as car fuel provision private healthcare and use of home telephone 
and the cost of providing lump sum life cover for mike lawrie only this also includes accommodation whilst working in london the benefits in kind figure for 
j malone is a close estimation
iii payment to j malone is a uk housing allowance all other payments represent amounts paid to former directors as part of their separation agreements
iv the amount paid for m lawrie is paid into a deferred compensation plan in the us the amount for j malone is paid into the normal uk company pension 
scheme
v j malone was paid a bonus of us650000 which is converted at a rate of us198 to the pound
vi h evans left the company on 14 july 2007 all payments made to h evans were agreed in his compromise agreement the amount disclosed as bonus in last 
year’s report was paid in this financial year
vii all former directors left the company prior to the start of the financial year and payments made in the year were agreed in their compromise agreements misys plc annual report 2008  51
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share options and longterm incentive plan
     average 
  at 1 june   market  at 31 may weighted 
  2007 or granted exercised price at lapsed 2008 or average earliest 
  date of during during date of during  date of exercise date of 
  appointment the year the year exercise the year resignation price exercise expiry date
m lawrie
transformation incentive plan  
– option award 
ii
  1013069  – – – – 1013069 20800 03112009 03112016
savings related  – 989 – – – 989 19100 01102010 01042011
98 unapproved t1 
iii
  – 485451 – – – 485451 24100 10082010 10082017
j malone         
transformation incentive plan  
– option award 
iv
  – 262574 – – – 262574 24100 09082010 09082017
h evans 
v
         
91 esos  93340 – – – 93340 – – – –
ltip  490407 – – – 233559 256848 – 28072008 31102016
98 unapproved t1   490407 – – – 233559 256848 22244 28072008 31102016
89 esop  6660 – – – 6660 – – – –
msebp  84681 – 84681 22675 – – – – –
savings related  6024 – 5762 2245 262 – 14782 – –
i the closing share price on 31 may was 159p the highest and lowest closing prices during the year were 251p and 136p
ii grant to m lawrie under the transformation incentive plan was made on 3 november 2006 the value of the award is equal to £2m based on the misys share 
price at the time of grant and is equal to four times the amount of personal investment he was required to make in the business as a condition of receiving the 
award the performance targets applied to this award are based on share price growth over a fiveyear period with vesting opportunities on the third fourth 
and fifth year anniversaries of the grant date as per the following table with straightline vesting between each point
share price  of award that vests
£225 0
£225 125
£250 25
£300 50
£350 75
£400 100
iii grant to m lawrie under the 1998 unapproved plan – ti was made on 10 august 2007 at 200 of base salary the performance targets applied to this award  
are based on compound annual growth in adjusted earnings per share over a fixed threeyear period as follows
 of salary annual compound growth  
 rate in adjusted eps
up to 50 rpi  3 pa
51 to 100 rpi  3 to 6 pa
100 to 200 rpi  6 to 9 pa
iv grant to j malone under the transformation incentive plan was made on 9 august 2007 at 250 of base salary the performance targets applied to this award 
are the same as those described in footnote ii with the following exceptions entry level vesting at 125 occurs at a share price of £249 and vesting 
opportunities occur on the third anniversary of the award and then again on 1 november 2010 and 2011 the share price must be £225 or higher on the vesting 
date and j malone must maintain a level of personal investment in misys shares equal to 50 of his annual base salary at the time of grant for any portion of 
the award to vest
v h evans’ employment ceased on 14 july 2007 details of his share incentive exercises are as follows
 84681 msebp nil cost options exercised on 23 august 2007 at a market price of £227 resulting in a taxable gain of £16743635
 5062 saye options exercised on 2 october 2007 at a market price of £230 resulting in a gain of £455580
 700 saye options exercised on 2 january 2008 at a market price of £185 resulting in a loss of £2975 52  misys plc annual report 2008
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share awards
   at 1 june     at 31 may market market 
   2007 or allocations  released lapsed 2008 or price at price at final 
   date of  during during during date of date of date of vesting 
   appointment the year the year the year resignation allocation release date
m lawrie
transformation incentive plan 
i 
  1013069 – – – 1013069 20800 – 03112011
ltip 
ii
   – 242725 – – 242725 24400 – 10082010
msebp 
iii
   – 136622 – – 136622 24400 – 10082009
j malone
transformation incentive plan 
ii
  – 262574 – – 262574 24800 – 01112011
rsu contract 
iv
   – 344000 172000 – 172000 24400 13850 30032009
i see footnote ii of the share options and longterm incentive plan table for details on performance conditions for this award
ii awards made to m lawrie under the misys longterm incentive plan on 10 august 2007 were in the form of contingent share awards and are based on the 
company’s total shareholder return tsr over a threeyear period as per the following table the comparator group is the top 30 techmark companies 
ranked by market capitalisation at the date of grant of the award awards will only vest if the committee is satisfied that company’s tsr growth is an accurate 
reflection of the c ompany’s underlying financial performance
tsr performance  of award receivable 
ranking 
top quartile 100
between median  pro rata between 
and top quartile 30 and 100
median 30
below median 0
iii the award made to m lawrie on 10 august 2007 under the misys senior executive bonus plan is a deferral of half of the annual bonus disclosed in the 2007 
remuneration report
iv j malone was granted a oneoff award on 10 august 2007 of 344000 restricted stock units in misys shares to compensate for forfeited share awards from his 
previous employer 172000 of these units were exercised on 31 march 2008 at a market price of £138 resulting in a taxable gain of £236500
approved by the board
john king
chairman remuneration committee
24 july 2008 misys plc annual report 2008  53
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financial statements
the directors are responsible for preparing the annual report  
the directors’ remuneration report and the group and parent 
company 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 prepared the group financial statements in accordance with 
international financial reporting standards ifrss as adopted by 
the european union and the parent company financial statements 
and the directors’ remuneration report in accordance with 
applicable law and united kingdom accounting standards united 
kingdom generally accepted accounting practice the group and 
parent company financial statements are required by law to give a 
true and fair view of the state of affairs of the company and the 
group and of the profit or loss of the group for that period
in preparing those financial statements the directors are 
required to
• select suitable accounting policies and then apply them 
consistently
• make judgements and estimates that are reasonable and 
prudent
• state that the group financial statements comply with ifrss 
as adopted by the european union and with regard to the 
parent company financial statements that applicable united 
kingdom accounting standards have been followed subject to 
any material departures disclosed and explained in the 
financial statements and
• prepare the group and parent company financial statements 
on the going concern basis unless it is inappropriate to 
presume that the group will continue in business in which 
case there should be supporting assumptions or qualifications 
as necessary
the directors confirm that they have complied with the above 
requirements in preparing the financial statements
the directors are responsible for keeping proper accounting 
records that disclose with reasonable accuracy at any time the 
financial position of the company and the group and to enable 
them to ensure that the group financial statements comply with 
the companies act 1985 and article 4 of the ias regulation and 
the parent company financial statements and the directors’ 
remuneration report comply with the companies act 1985 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
statement of directors’ responsibilities in respect of the annual report 
the directors’ remuneration report and the financial statements financial statements
54  misys plc annual report 2008
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audit opinion for the misys plc group
independent auditors’ report to the members of misys plc
we have audited the group financial statements of misys plc for 
the year ended 31 may 2008 which comprise the consolidated 
income statement the consolidated balance sheet the 
consolidated cash flow statement the consolidated statement of 
recognised income and expense and the related notes these 
group financial statements have been prepared under the 
accounting policies set out therein
we have reported separately on the parent company financial 
statements of misys plc for the year ended 31 may 2008 and on 
the information in the directors’ remuneration report that is 
described as having been audited
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report 
and the group financial statements in accordance with applicable 
law and international financial reporting standards ifrss as 
adopted by the european union are set out in the statement of 
directors’ responsibilities
our responsibility is to audit the group financial statements in 
accordance with relevant legal and regulatory requirements and 
international standards on auditing uk and ireland this report 
including the opinion has been prepared for and only for the 
company’s members as a body in accordance with section 235 of 
the companies act 1985 and for no other purpose we do not in 
giving this opinion 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
we report to you our opinion as to whether the group financial 
statements give a true and fair view and whether the group 
financial statements have been properly prepared in accordance 
with the companies act 1985 and article 4 of the ias regulation 
we also report to you whether in our opinion the information 
given in the directors’ report is consistent with the group 
financial statements the information given in the directors’ 
report includes that specific information presented in the 
chairman’s statement chief executive’s review operational 
review and financial review that is cross referred from the 
business review section of the directors’ report
in addition we report to you if in our opinion we have not received 
all the information and explanations we require for our audit or if 
information specified by law regarding director’s remuneration 
and other transactions is not disclosed
we review whether the corporate governance statement reflects 
the company’s compliance with the nine provisions of the 
combined code 2006 specified for our review by the listing rules 
of the financial services authority and we report if it does not 
we are not required to consider whether the board’s statements 
on internal control cover all risks and controls or form an opinion 
on the effectiveness of the group’s corporate governance 
procedures or its risk and control procedures
we read other information contained in the annual report and 
consider whether it is consistent with the audited group financial 
statements the other information comprises only the information 
listed on the contents page of the annual report we consider the 
implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the parent 
company financial statements our responsibilities do not extend 
to any other information
basis of audit opinion
we conducted our audit in accordance with international 
standards on auditing uk and ireland issued by the auditing 
practices board an audit includes examination on a test basis of 
evidence relevant to the amounts and disclosures in the group 
financial statements it also includes an assessment of the 
significant estimates and judgments made by the directors in the 
preparation of the group financial statements and of whether the 
accounting policies are appropriate to the group’s circumstances 
consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the 
information and explanations which we considered necessary in 
order to provide us with sufficient evidence to give reasonable 
assurance that the group financial statements are free from 
material misstatement whether caused by fraud or other 
irregularity or error in forming our opinion we also evaluated the 
overall adequacy of the presentation of information in the group 
financial statements
opinion
in our opinion
• the group financial statements give a true and fair view in 
accordance with ifrss as adopted by the european union of 
the state of the group’s affairs as at 31 may 2008 and of its 
profit and cash flows for the year then ended
• the group financial statements have been properly prepared 
in accordance with the c ompanies act 1985 and article 4 of 
the ias regulation and
• the information given in the directors’ report is consistent 
with the group financial statements
pricewaterhousecoopers llp
chartered accountants and registered auditors
london
24 july 2008 misys plc annual report 2008  55
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consolidated income statement
for the year ended 31 may 2008
all figures in £ millions    note 2008 2007
continuing operations
revenue    1 4923 4697
 
operating profit before exceptional items     778 558
exceptional items    2 254 370
operating profit    1 524 188
 
finance costs     50 152
finance income     15 04
net finance costs    7 35 148
profit before taxation     489 40
taxation    8 138 31
profit after taxation from continuing operations     351 09
 
discontinued operations
profit after taxation and before exceptional items     69 340
exceptional items    2 713 199
profit after taxation from discontinued operations    4 782 141
profit for the year and attributable to shareholders     1133 150
     pence pence
basic earnings per share    10 235 31
diluted earnings per share    10 233 31
the notes on pages 63 to 90 form part of the consolidated financial statements
consolidated statement of recognised income and expense
for the year ended 31 may 2008
all figures in £ millions    note 2008 2007
exchange differences on translation of foreign operations     14 08
actuarial losses on defined benefit pension schemes    29 06 11
taxation credit on items taken directly to or transferred from equity   27 – 02
net income expense recognised directly in equity     08 17
profit for the year     1133 150
total income recognised in the year     1141 133 56  misys plc annual report 2008
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financial statements
consolidated cash flow statement
for the year ended 31 may 2008
all figures in £ millions    note 2008 2007
operating activities
net cash flow generated from operations     337 855
net interest paid    11 35 126
taxation paid     243 171
net cash flow from operating activities     59 558
investing activities
acquisitions and disposals of businesses    12 1771 38
capitalised expenditure on developed software     142 156
other capital expenditure and financial investment    13 204 80
net cash flow from investing activities     1425 274
net cash flow from financing activities    14 2101 466
net cash flow from operating investing and financing activities    617 182
differences on exchange     15 22
decrease in cash and cash equivalents in the year     602 204
net cash and cash equivalents at the start of the year     873 1077
net cash and cash equivalents at the end of the year    16 271 873
all figures in £ millions     2008 2007
continuing operations
profit after taxation     351 09
net finance costs     35 148
taxation charge     138 31
amortisation and impairment net of profit loss on disposal of intangible assets   90 308
adjustment to goodwill recognised in prior years     13 –
depreciation and impairment charge net of profit loss on disposal of property plant and equipment  54 53
sharebased payment charge     51 42
difference between pension charge and cash contributions     06 02
net profit on disposal of businesses     – 10
increase decrease in inventories     04 03
increase in trade and other receivables     484 142
increase in payables and provisions     17 82
decrease increase in deferred income     22 20
other noncash movements     12 06
net cash flow generated from continuing operations     257 548
discontinued operations
profit after taxation     782 141
net finance income     – 34
taxation charge     46 47
amortisation and impairment net of profit loss on disposal of intangible assets   01 210
depreciation charge net of profit loss on disposal of property plant and equipment   03 19
sharebased payment charge     02 07
net profit on disposal of businesses     736 –
decrease in trade and other receivables     30 231
decrease in payables and provisions     28 381
decrease increase in deferred income     18 66
other noncash movements     02 01
net cash flow generated from discontinued operations     80 307
net cash flow generated from operations     337 855 misys plc annual report 2008  57
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
all figures in £ millions    note 2008 2007
non current assets
goodwill    17 649 1982
other intangible assets    18 426 304
property plant and equipment    19 176 152
investments    20 71 26
trade and other receivables    21 45 12
derivative financial instruments    24 09 05
deferred tax assets    27 214 245
     1590 2726
current assets
inventories     10 06
trade and other receivables    21 1474 1241
derivative financial instruments    24 09 08
current tax assets     34 32
cash and cash equivalents    16 320 211
     1847 1498
assets classified as held for sale    4 – 1448
     1847 2946
current liabilities
trade and other payables    22 1062 1108
loans and overdrafts    23 55 31
derivative financial instruments    24 18 12
current tax liabilities     323 401
provisions    26 106 69
deferred income    28 928 1170
     2492 2791
liabilities classified as held for sale    4 – 933
     2492 3724
net current liabilities     645 778
total assets less current liabilities     945 1948
non current liabilities
trade and other payables    22 30 37
loans and overdrafts    23 05 1769
derivative financial instruments    24 32 21
deferred tax liabilities    27 02 07
provisions    26 77 105
deferred income    28 01 32
retirement benefit obligations    29 15 11
     162 1982
net assets liabilities     783 34
 
equity
share capital    34 55 55
share premium account    34 673 673
capital redemption reserve    34 03 03
other reserves    35 52 765
equity shareholders’ funds deficit     783 34
approved by the board
mike lawrie
jim malone
24 july 2008
consolidated balance sheet
as at 31 may 2008 58  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
accounting policies
basis of preparation
the financial statements have been prepared in accordance with 
international financial reporting standards ifrss and 
international financial reporting interpretations committee 
ifric interpretations as adopted by the european union eu  
and with those parts of the companies act 1985 that are 
applicable to companies reporting under ifrs
the following ifrss and ifric interpretations and amendments 
have been adopted in the financial statements none had any 
impact on the group results or financial position
• ifrs 7 ‘financial instruments disclosures’ and the related 
amendment to ias 1 ‘presentation of financial statements – 
c apital disclosures’
• ifric 7 ‘applying the restatement approach under ias 29 
financial reporting in hyperinflationary economies’
• ifric 8 ‘ scope of ifrs 2’
• ifric 9 ‘reassessment of embedded derivatives’
• ifric 10 ‘ interim financial reporting and impairment’
• ifric 11 ‘ ifrs 2 – group and t reasury share t ransactions’
t he following ifrss ifric interpretations and amendments have 
been issued by the international accounting standards board but 
are not yet effective and have not been early adopted by the group
ifric 12 ‘service concession arrangements’ effective for annual 
periods beginning on or after 1 january 2008 management does 
not expect this interpretation to impact the group
ifric 13 ‘customer loyalty programmes’ effective for annual 
periods beginning on or after 1 july 2008 management does not 
expect this interpretation to impact the group
ifric 14 ‘ias 19 – the limit on a defined benefit asset minimum 
funding requirements and their interaction’ was issued in july 
2007 and is effective for the group from 1 june 2008 the 
interpretation aims to clarify how to determine the amount of 
pension scheme surpluses to be recognised as a defined benefit 
asset in the balance sheet and when a funding requirement may 
oblige recognition of additional liabilities management does not 
expect this interpretation to have a material impact on the group 
results or financial position
ifric 15 ‘agreements for the construction of real estate’ was 
issued in july 2008 and is effective for periods beginning on or 
after 1 january 2009 it applies to the construction of real estate 
it clarifies when an agreement meets the definition of a 
construction contract with revenue being recognised under ias 
11 ‘construction contracts’ and when an agreement constitutes a 
sale of goods with revenue being recognised under ias 18 
‘revenue’ though specifically addressing construction of real 
estate the basis for conclusions suggests that it might be applied 
more widely by analogy management does not expect this 
interpretation to have a material impact on the group results  
or financial position
ias 1 revised ‘presentation of financial statements’ was issued 
in january 2008 it affects the presentation of owner changes in 
equity and of comprehensive income it does not change the 
recognition measurement or disclosure of specific transactions 
and other events required by other ifrss it is required to be 
implemented by the group from 1 june 2009 management does 
not expect this interpretation to have a material impact on the 
group results or financial position
amendment to ifrs 2 ‘sharebased payment’ clarifies that 
vesting conditions are service conditions and performance 
conditions only other features of a sharebased payment are not 
vesting conditions and would need to be included in the grant date 
fair value it also specifies that all cancellations whether by the 
entity or by other parties should receive the same accounting 
treatment management do not expect this amendment to have  
a material impact on the group results or financial position
ifrs 3 revised ‘business combinations’ was issued in january 
2008 it addresses the guidance for applying the acquisition 
method of accounting it is required to be implemented 
prospectively to business combinations on or after 1 june 2010
amendment to ias 27 revised ‘consolidated and separate 
financial statements’ was issued in january 2008 the 
amendments relate primarily to accounting for noncontrolling 
interests and the loss of control of a subsidiary it is required to 
be implemented by the group from 1 june 2010
ifrs 8 ‘operating segments’ which will replace ias 14 
‘segmental reporting’ adopts a ‘management approach’ under 
which segmental information is presented on the same basis as  
that used for internal reporting purposes it is effective from  
1 january 2009 whilst the standard will not impact the financial 
position of the group it is possible that future segment reporting 
disclosures may change
amendment to ias 23 ‘borrowing c osts’ removes the option of 
immediately recognising as an expense borrowing costs that relate 
to assets that take a substantial period of time to get ready for use 
or sale the revised standard applies to borrowing costs relating to 
qualifying assets for which the commencement date is on or after  
1 january 2009 it is not anticipated that this amendment will have 
a material impact on the group’s financial statements
the financial effect of ifrs 3 revised and ias 27 revised will be 
dependent on the circumstances surrounding the future 
transactions to which they will apply that are at present unknown
a summary of the group’s accounting policies is given below
accounting convention
t he consolidated financial information has been prepared under the 
historical cost convention except for certain items which are 
measured at fair value as disclosed in the accounting policies below
basis of consolidation
the group’s financial statements consolidate the financial 
statements of misys plc and its subsidiary undertakings  
on acquisition the assets liabilities and contingent liabilities  
of a subsidiary are measured at their fair value at the date  
of acquisition
any excess of the cost of acquisition over the fair values of the 
identifiable net assets acquired is recognised as goodwill any 
deficiency of the cost of acquisition below the fair values of 
identifiable net assets acquired ie discount on acquisition is 
credited to income in the period of acquisition
subsidiary undertakings acquired during the period have been 
included in the financial statements from the date of acquisition 
subsidiary undertakings disposed of are included in the financial 
statements up to the date of disposal accordingly the consolidated 
income statement the consolidated statement of recognised 
income and expense and the consolidated cash flow statement 
include the results and cash flows for the period of ownership
critical accounting estimates and judgements
estimates and judgements are continually evaluated and are 
based on historical experience and other factors including 
expectation of future events that are believed to be reasonable 
under the circumstances due to inherent uncertainty involved in 
making estimates and assumptions actual outcomes could differ  misys plc annual report 2008  59
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from those assumptions and estimates the critical judgements 
that have been made in arriving at the amounts recognised in the 
group’s financial statements and the key sources of estimation 
uncertainty that have a significant risk of causing a material 
adjustment to the carrying values of assets and liabilities within 
the next financial year are discussed below
revenue recognition
the revenue and profit of fixed price contracts is recognised on  
a percentage of completion basis when the outcome of a contract 
can be estimated reliably management exercises judgement  
in determining whether a contract’s outcome can be estimated 
reliably management also makes some estimates in the 
calculation of future contract costs which are used in 
determining the value of amounts recoverable on contracts 
estimates are continually revised based on changes in the facts 
relating to each contract
impairment of goodwill and intangible assets
goodwill is reviewed annually for impairment and other intangible 
assets are reviewed for impairment whenever events or changes 
in circumstances indicate that the carrying amount may not be 
recoverable an impairment review requires an estimate to be 
made of the ‘value in use’ or the ‘fair value less costs to sell’ as 
appropriate the value in use calculation includes estimates about 
the future financial performance of the cash generating units 
including management’s estimates of longterm operating 
margins and longterm growth rates
onerous property contracts
the property provisions require an estimate to be made of the net 
present value of the future costs of vacant and sublet properties 
the calculation includes estimates of future cost involved 
including management’s estimates of the longterm letting 
potential of the properties
taxation
the group is subject to income taxes in numerous jurisdictions 
management is required to exercise significant judgement in 
determining the worldwide provision for income taxes certain 
transactions require the use of estimates and judgements to 
determine the financial effect where the ultimate tax determination 
is uncertain when the final outcome of such matters is different 
or expected to be different from previous estimates such 
differences will impact on the income tax in the period in which the 
determination is made
the group recognises deferred tax assets on temporary 
differences where it is probable that future profits will be 
available against which the deferred tax asset can be utilised 
where the future results differ from expectations such 
differences will impact on the deferred tax asset recognised in the 
period in which the determination is made
business combinations
the group recognises transaction costs in prepayments at the 
balance sheet date in respect of costs incurred on acquisitions  
or disposals of subsidiaries where it is considered probable that 
the transaction will complete after the balance sheet date 
management must exercise judgement in determining the 
probability that the transaction will complete should 
circumstances change and the transactions not complete as 
envisaged the costs on the balance sheet would require to be 
charged to the income statement
revenue recognition
revenue represents the fair value of consideration received or 
receivable from clients for goods and services provided by the 
group net of discounts and sales taxes revenue is recognised 
when a signed contract exists delivery to a customer has occurred 
with no significant vendor obligations remaining and where the 
collection of the resulting receivable is considered probable
where these circumstances exist but no invoice to the customer 
has been raised under the terms of the contract revenue is 
recognised as normal but the corresponding receivable is shown 
as ‘accrued income’ on the balance sheet
initial licence fees from sales of standard unmodified software 
are recognised when a signed contract exists delivery to a 
customer has occurred with no significant vendor obligations 
remaining and where the collection of the resulting receivable is 
considered probable in instances where a significant vendor 
obligation exists revenue recognition is delayed until the 
obligation has been satisfied no revenue is recognised for 
multiple deliveries or multiple element products if an element of 
the contract remains undelivered and is essential to the 
functionality of the elements already delivered
licence and installation fees from sales of standard software sold 
on an application service provider asp model are recognised 
over the expected life of the contract
revenue from professional services such as implementation 
training and consultancy is recognised as the services are 
performed in certain circumstances the percentage of 
completion method is used to determine the degree of completion 
of a contract this involves a comparison of the costs incurred on 
the contract to date with the total expected costs of the contract 
losses on contracts are recognised as soon as a loss is foreseen 
by reference to the estimated costs of completion
initial licence fees on sales of bespoke or heavily customised 
software together with revenue from the associated professional 
services contract are recognised on a percentage of completion 
basis over the period from the commencement of performance on 
the contract to customer acceptance
maintenance fees are recognised rateably over the period of the 
contract revenue from electronic data interchange edi and 
remote processing services transaction processing is recognised 
as the services are performed
share incentive schemes
the group operates several equitysettled sharebased
compensation plans the fair value of the employee services 
received in exchange for the grant of the options is recognised as 
an expense the total amount to be expensed over the vesting 
period is determined by reference to the fair value of the options 
granted excluding the impact of any nonmarket vesting 
conditions for example profitability and sales growth targets 
nonmarket vesting conditions are included in assumptions about 
the number of options that are expected to become exercisable
at each balance sheet date a revised estimate is made of the 
number of options that are expected to become exercisable  
if the revised estimate differs from the original estimate the 
charge to the income statement is adjusted over the remaining 
vesting period of the options
pensions
the group operates a number of defined contribution pension 
schemes covering the majority of its employees the costs of 
these pension schemes are charged to the income statement as 
incurred in addition the group has a closed funded defined 
benefit pension scheme in the uk as well as a number of other 
smaller defined benefit arrangements outside the uk 60  misys plc annual report 2008
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accounting policies
the remaining active members of the closed uk defined benefit 
scheme now contribute to a defined contribution section of the 
scheme full independent actuarial valuations are carried out on a 
regular basis and updated to each balance sheet date the assets 
of the schemes are held separately from those of the group
pension scheme assets are measured using market values 
pension scheme liabilities are measured using a projected unit 
method and discounted at the current rate of return on a high
quality corporate bond of equivalent term and currency to the 
liability the pension scheme surplus to the extent that it is 
recoverable or deficit is recognised in full on the balance sheet 
any current or past service cost is recognised in the income 
statement t he net of the expected increase in the present value of 
the schemes’ liabilities and the group’s longterm expected return 
on its schemes’ assets are included in the income statement any 
difference arising from experience or assumption changes and 
differences between the expected return on assets and those 
actually achieved are charged or credited to the statement of total 
recognised income and expense as they arise
leases
leases are classified as finance leases whenever the terms of  
the lease transfer substantially all the risks and rewards of 
ownership to the lessee all other leases are classified as 
operating leases
property plant and equipment held under finance leases is 
capitalised in the balance sheet at the lower of cost or present 
value of the minimum lease payments and is depreciated over its 
useful life the capital elements of future obligations under 
leases are included as liabilities in the balance sheet
the interest elements of the lease obligations are charged to 
income on an actuarial basis over the period of the lease
rentals paid under operating leases are charged to income on  
a straight line basis over the lease term
taxation
t axation is that chargeable on the profits for the period together 
with deferred taxation deferred taxation is recognised using the 
liability method in respect of all temporary differences that have 
originated but not reversed at the balance sheet date where 
transactions or events have occurred at that date that will result in 
an obligation to pay more or a right to pay less tax in the future
resultant deferred tax assets are recognised only to the extent 
that it is probable that there will be sufficient taxable profits from 
which the underlying temporary differences can be deducted or 
where there are deferred tax liabilities against which the assets 
can be recovered
deferred tax is measured on an undiscounted basis at the tax 
rates that are expected to apply in the periods in which the 
related deferred tax asset is realised or the deferred tax liability 
is settled based on tax rates and laws enacted at the balance 
sheet date
current and deferred tax is recognised in the income statement 
except when the tax relates to items charged or credited directly 
to equity in which case the tax is also recognised in equity
foreign currencies
items included in the financial statements of group companies are 
measured using the currency of the primary economic environment 
in which each entity operates their functional currency the 
consolidated financial statements are presented in sterling
each subsidiary translates foreign currency transactions into their 
own functional currency at rates ruling at the date of each 
transaction foreign currency monetary assets and liabilities are 
retranslated at rates ruling at the balance sheet date and currency 
translation differences are recognised in the income statement
on consolidation the results of overseas operations are 
translated to sterling at the average exchange rate for the period 
assets and liabilities of overseas operations are translated at 
exchange rates prevailing on the balance sheet date the 
currency translation differences arising on both elements are 
recognised in the translation reserve
exchange gains and losses on foreign currency borrowings used 
to finance an equity investment in an overseas operation are 
offset in reserves against the exchange differences arising on the 
retranslation of the net investment up to the level of the 
investment the exchange differences on any ineffective portion 
are recognised in the income statement
goodwill and fair value adjustments arising on the acquisition of a 
foreign entity are treated as assets and liabilities of the foreign 
entity and translated at the closing rate
when a foreign operation is disposed of the cumulative translation 
differences that relate to it including changes to any longterm 
intragroup borrowing are removed from equity and recognised 
in the income statement as part of the gain or loss on disposal
the group hedges its exposure to certain foreign exchange risks 
using derivatives and foreign currency borrowings
details of the accounting policies in respect of these are given in 
the derivative financial instruments and hedge accounting section
business combinations
goodwill arising on consolidation represents the consideration 
net of costs less the group’s interest in the fair value of the 
identifiable assets and liabilities acquired goodwill is recognised 
as an intangible asset it is not amortised but is reviewed for 
impairment annually and whenever there is a potential indicator 
of impairment any impairment is recognised immediately in the 
income statement and is not subsequently reversed
on the disposal of a previously acquired subsidiary the 
attributable amount of goodwill is included in the determination  
of the gain or loss on disposal
transaction costs
the group recognises transaction costs in ‘prepayments’ at the 
balance sheet date in respect of costs incurred on acquisitions or 
disposals of subsidiaries where it is considered probable that the 
transaction will complete after the balance sheet date
contingent consideration
where part or all of the amount of purchase consideration is 
contingent on future events the cost of acquisition initially 
recorded is a reasonable estimate of the fair value of amounts 
expected to be payable in the future
the cost of acquisition is adjusted when revised estimates are 
made with corresponding adjustments continuing to be made to 
goodwill until the ultimate outcome is known these liabilities are 
reported under provisions in the balance sheet
discontinued operations and assets held for sale
where the group expects to recover the carrying amount of a 
group of assets through a sale transaction rather than through 
continuing use and a sale is considered highly probable at the  misys plc annual report 2008  61
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account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
balance sheet date the assets are classified as held for sale and 
measured at lower of cost and fair value less costs to sell no 
depreciation or amortisation is charged in respect of non current 
assets classified as held for sale
if the group of assets constitutes a separate major line of 
business it is classified as a discontinued operation
other intangible assets and research and development 
expenditure
research expenditure including the cost of inhouse software 
research is expensed in the period in which it is incurred
expenditure on developed software is capitalised when the  
group is able to demonstrate all of the following the technical 
feasibility of the resulting asset the ability and intention to 
complete the development and use or sell it how the asset will 
generate probable future economic benefits and the ability to 
measure reliably the expenditure attributable to the asset  
during its development
development costs which do not meet these criteria are 
recognised in the income statement as incurred and are not 
subsequently capitalised
c apitalised expenditure on developed software is normally 
amortised on a straight line basis over the useful economic life 
once the related software product is available for use intangible 
assets purchased separately such as software licences that do not 
form an integral part of related hardware are capitalised at cost 
and amortised over their useful economic lives intangible assets 
acquired through a business combination are initially measured at 
fair value and amortised over their useful economic lives
estimated useful lives by major class of assets are as follows 
with amortisation made on a straight line basis
acquired intangibles   410 years
developed software   35 years
third party software   35 years
property plant and equipment
property plant and equipment is stated at cost less accumulated 
depreciation depreciation is calculated on a straight line basis  
so as to write off the cost less estimated residual value of  
each asset over its expected useful life the residual values  
and useful economic lives of property plant and equipment are 
reviewed annually
freehold land is not depreciated the useful lives by major
class of asset applied from the date of purchase are
freehold and leasehold property   50 years
short leasehold property   over lease term
computer and other equipment   410 years
impairment of assets
assets that are subject to depreciation or amortisation are reviewed 
for impairment whenever events or changes in circumstances 
indicate that the carrying amount may not be recoverable
goodwill and developed software not yet brought into use are 
reviewed for impairment annually an impairment loss is 
recognised for the amount by which the asset’s carrying amount 
exceeds its recoverable amount the recoverable amount is the 
higher of an asset’s fair value less costs to sell and its value in use
for the purposes of assessing impairment assets are grouped at 
the lowest levels for which there are separately identifiable cash 
flows cash generating units
an asset is derecognised upon disposal or when no future 
economic benefits are expected from its future use or disposal
any gain or loss arising on derecognition of the asset is included 
in the income statement in the year the asset is derecognised
financial assets
financial assets are classified in the following categories ‘at fair 
value through profit or loss’ ‘loans and receivables’ and ‘available 
for sale’
financial assets ‘at fair value through profit or loss’ are financial 
assets held for trading derivatives are also classified as held for 
trading unless they are designated as hedges gains and losses 
arising from changes in fair value of financial assets ‘at fair value 
through profit or loss’ are included in the income statement in the 
period in which they arise financial assets ‘at fair value through 
profit or loss’ are subsequently held at fair value
‘loans and receivables’ are nonderivative financial assets with 
fixed or determinable payments that are not quoted in an active 
market and are carried at amortised cost
‘available for sale’ financial assets are measured at fair value 
unrealised gains and losses are recognised in equity except for 
impairment losses interest and dividends arising from those 
assets which are recognised in the consolidated income 
statement
trade and other receivables
trade receivables are recognised initially at fair value and 
subsequently measured at amortised cost using the effective 
interest method less provision for impairment
where there is objective evidence that there is an impairment 
loss the amount of loss is measured as the difference between 
the carrying amount and the present value of the estimated future 
cash flows discounted at the effective interest rate the amount of 
loss is recognised in the income statement within ‘administrative 
and other operating charges’ the carrying amount of a receivable 
is reduced by appropriate allowances for estimated irrecoverable 
amounts through the use of an allowance account for trade 
receivables amounts charged to the allowance account are 
written off when there is no expectation of further recovery 
subsequent recoveries of amounts previously written off are 
credited against ‘administrative and other operating charges’ in 
the income statement
investments
investments in associate companies and equity instruments that 
do not have a quoted market price in an active market and whose 
fair value cannot be reliably measured are stated at cost subject 
to review for impairment impairment losses recognised in the 
income statement on equity instruments are not subsequently 
reversed through the income statement
financial liabilities and equity
financial liabilities and equity instruments are classified 
according to the substance of the contractual arrangements 
entered into an equity instrument is any contract that evidences 
a residual interest in the assets of the group after deducting all of 
its liabilities 62  misys plc annual report 2008
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final  proofreader      final  ac manager
accounting policies
bank loans and overdrafts
bank loans and overdrafts are initially recognised at fair value 
less directly attributable transaction costs and are subsequently 
measured at amortised cost using the effective interest rate 
method the difference between the proceeds net of transaction 
costs and the redemption value is recognised in the income 
statement over the period of the borrowings borrowings are 
classified as current liabilities unless the group has an 
unconditional right to defer settlement of the liability for at least 
12 months after the balance sheet date
trade payables
trade payables are recognised initially at fair value and 
subsequently measured at amortised cost using the effective 
interest method
equity instruments
ordinary shares are classified as equity incremental costs 
directly attributable to the issue of new shares or options are 
shown in equity as a deduction net of tax from the proceeds
where any group company purchases the company’s equity share 
capital treasury shares the consideration paid including any 
directly attributable costs net of income taxes is deducted from 
equity attributable to the company’s equity holders until the 
shares are cancelled or reissued
derivative financial instruments and hedge accounting
derivatives are initially recognised at fair value on the date a 
derivative contract is entered into and are subsequently 
remeasured at fair value the method of recognising the resulting 
gain or loss depends on whether the derivative is designated as a 
hedging instrument and if so the nature of the item being hedged 
changes in the fair value of derivative financial instruments where 
they are not designated as hedging instruments are recognised in 
the income statement
hedge accounting
the business activities of the group expose it to financial risks 
that arise from changes in both foreign exchange rates and 
interest rates the group uses forward currency contracts and 
interest rate caps to hedge these exposures in accordance with 
its treasury policy the group does not enter into derivatives for 
speculative purposes
the group designates certain derivatives as either
a hedges of the fair value of recognised assets or liabilities or a 
firm commitment fair value hedges
b hedges of a particular risk associated with a recognised 
asset or liability or a highly probable forecast transaction 
cash flow hedge or
c hedges of a net investment in a foreign operation
changes in the fair value of derivative financial instruments that 
are designated and effective as hedges of future cash flows are 
recognised directly in equity and any ineffective portion is 
recognised immediately in the income statement
if the item being hedged is a nonfinancial asset or liability then 
the gains or losses on the associated derivative that had 
previously been recognised in equity are included in the 
measurement of the asset or liability at the time it is recognised
conversely if the item being hedged is a financial asset or liability 
any amounts arising from changes in fair value that are deferred 
in equity are subsequently recognised in the income statement  
in the same accounting period in which the hedged item affects 
net income
hedge accounting of a transaction is discontinued when the 
hedging instrument is sold terminated or exercised or when the 
hedging instrument no longer qualifies for hedge accounting
under these circumstances any cumulative gain or loss on the 
hedging instrument which has already been recognised in equity 
is retained in equity until the transaction occurs however if a 
hedged transaction is no longer expected to occur any net 
cumulative gain or loss that has already been recognised in equity 
is immediately transferred to the income statement
a derivative that is embedded in another financial instrument or 
in a host contract is treated as a separate derivative if its risks 
and characteristics are not closely related to those of the host 
contract under these circumstances the host contract is not 
carried at fair value but any unrealised gains or losses on the 
derivative are reported in the income statement
provisions
provisions are recognised when the group has a present legal or 
constructive obligation as a result of past events and it is 
probable that an outflow of resources will be required to settle 
the obligation and if this amount is capable of being reliably 
estimated if such an obligation is not capable of being reliably 
estimated no provision is recognised and the item is disclosed as 
a contingent liability where material
onerous property contracts
provision for onerous lease commitments on property contracts 
is based on an estimate of the net unavoidable lease and other 
payments in respect of these properties these comprise rental 
and other property costs payable plus any termination costs less 
any income expected to be derived from the properties being 
sublet the provisions are discounted at an appropriate rate to 
take into account the effect of the time value of money
exceptional items
where certain expense or revenue items recorded in a period are 
material by their size or incidence these are disclosed as 
exceptional within a separate line on the income statement 
examples of items classified as ‘exceptional’ include
a profit or loss on the disposal of a business
b restructuring costs associated with the ‘turnaround 
programme’
c acquisition integration costs
cash and cash equivalents
cash and cash equivalents include cash held at bank and in hand 
together with shortterm highly liquid investments with an 
original maturity of less than three months that are readily 
convertible to known amounts of cash and subject to an 
insignificant change in value
segmental reporting
the group’s primary segmental analysis is by business sector 
which reflects the basis on which operations are managed the 
business sectors are defined by distinctly separate product 
offerings or markets geographical reporting is the secondary 
segmental analysis misys plc annual report 2008  63
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final  proofreader      final  ac manager
notes to the financial statements
1 segmental analysis
the group’s primary segment reporting is by business sector with geographical reporting being the secondary format the business 
sectors within continuing operations consist of banking treasury  capital markets tcm healthcare and central services 
previously banking and tcm were managed and reported together as banking in the current year the businesses have been managed 
as separate divisions and hence are reported as separate ‘segments’ the prior year comparatives have been restated accordingly
discontinued operations consist of hospital systems and sesame in both years
revenue and operating profit loss by business
all figures in £ millions         central 2008 
continuing operations      banking tcm healthcare services total
revenue      1598 1417 1908 – 4923
 
operating profit before exceptional items     172 321 376 91 778
exceptional items      68 06 71 109 254
operating profit      104 315 305 200 524
net finance costs      35
profit before taxation      489
 
taxation before exceptional items      169
exceptional taxation items      31
taxation      138
profit for the year from continuing operations      351
profit for the year from discontinued operations      782
profit for the year      1133
all figures in £ millions         central 2007 
continuing operations      banking tcm healthcare services total
revenue      1486 1251 1960 – 4697
 
operating profit before exceptional items     163 284 206 95 558
exceptional items      108 – 127 135 370
operating profit      55 284 79 230 188
net finance costs      148
profit before taxation      40
 
taxation before exceptional items      93
exceptional taxation items      62
taxation      31
profit for the year from continuing operations      09
profit for the year from discontinued operations      141
profit for the year      150
included within banking are losses on embedded derivatives of £06m 2007 £03m and amortisation of acquired intangibles of £14m 
2007 £28m included within tcm are losses on embedded derivatives of £01m 2007 £01m gain included within healthcare is 
amortisation of acquired intangibles of £12m 2007 £13m included within central services are translation exchange losses recycled 
from reserves of £01m 2007 £nil
all revenue is derived from external customers
excluded from the above are the following items relating to discontinued operations revenue £307m 2007 £4351m operating profit 
before exceptional items £92m 2007 £356m and operating profit £828m 2007 £154m
all figures in £ millions      2008    2007 
continuing operations   banking tcm healthcare total banking tcm healthcare total
initial licence fees   428 451 239 1118 425 405 254 1084
maintenance   756 561 708 2025 719 522 695 1936
transaction processing   – 122 721 843 – 124 721 845
global services   414 283 138 835 341 200 157 698
hardware   – – 102 102 01 – 133 134
   1598 1417 1908 4923 1486 1251 1960 4697 64  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
1 segmental analysis continued
other segment information
    central continuing discontinued 2008 
all figures in £ millions banking tcm healthcare services operations operations total
net assets liabilities
assets 1015 971 676 775 3437 – 3437
liabilities 927 700 340 687 2654 – 2654
 88  271  336  88  783 – 783
capital investment
goodwill and acquired intangibles – – – – – – –
developed software 70  37  35  – 142 – 142
other 48  37  09  71 165  02 167
 118  74  44  71 307  02 309
depreciation amortisation and impairment
acquired intangibles 30  – 12  – 42  – 42
developed software 20  13 01  – 34  – 34
other  30  16 17  06  69  04 73
 80  29 30  06  145  04 149
sharebased payment charge – 08 11  32  51 02 53
employees average number 1788 1066 1601 81 4536 439 4975
    central continuing discontinued 2007 
all figures in £ millions banking tcm healthcare services operations operations total
net assets liabilities
assets 1039  484  182  545  2250  3422  5672
liabilities 934 561 473 2410 4378 1328 5706
 105  77 291 1865 2128 2094  34
capital investment
goodwill and acquired intangibles 13  29  – – 42 – 42
developed software 60  26  64  – 150  06 156
other 25  23  13  01  62  28 90
 98  78  77  01  254  34 288
depreciation amortisation and impairment
acquired intangibles 68  – 13  – 81 – 81
developed software 12  12  117  – 141  10  151
other  27  20  21  04 72  19  91
 107  32  151  04 294  29  323
sharebased payment charge 13  05  05  19 42  07  49
employees average number 1790  892  1597  70 4349  1732 6081
capital investment comprises expenditure on goodwill other intangible assets and property plant and equipment banking tcm and 
healthcare assets consist primarily of goodwill other intangible assets property plant and equipment and trade and other 
receivables and exclude cash balances corporation tax recoverable and deferred tax assets which are included within central 
services
banking tcm and healthcare liabilities consist primarily of trade and other payables and provisions and exclude bank overdrafts loans 
corporation tax payable deferred tax liabilities and retirement benefit obligations which are included within central services
all figures in £ millions     united rest of asia   2008 
continuing operations     kingdom europe pacific americas other total
revenue by destination     417 1165 489 2460 392 4923
assets by location of operations     892 734 284 1366 161 3437
capital investment by location of operations   121 67 14 100 05 307
employees by location of operations average number   700 470 712 2038 616 4536
notes to the financial statements misys plc annual report 2008  65
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
1 segmental analysis continued
all figures in £ millions     united rest of asia   2007 
continuing operations     kingdom europe pacific americas other total
revenue by destination     405 1049 429 2487 327 4697
assets by location of operations     951 409 168 573 149 2250
capital investment by location of operations   66 61 05 118 04 254
employees by location of operations average number   671 458 647 2111 462 4349
excluded from the above analysis are the following items relating to discontinued operations revenue by destination united kingdom 
£13m 2007 £3449m americas £294m 2007 £902m assets by location of operation united kingdom £nil 2007 £1482m 
americas £nil 2007 £1925m and other £nil 2007 £15m capital investment by location of operation united kingdom £nil 2007 
£03m americas £02m 2007 £24m and other £nil 2007 £07m and employees by location of operation united kingdom 5 2007 
610 americas 274 2007 711 and other 160 2007 411
2 exceptional items
all figures in £ millions     2008 2007
turnaround programme     241 308
adjustment to goodwill     13 –
terminated offer process and executive team     – 72
profit on disposal of business     – 10
exceptional items within continuing operations     254 370
exceptional taxation items within continuing operations note 8    31 62
exceptional items after taxation within continuing operations    223 308
profit on disposal of businesses note 4     736 –
impairment of goodwill note 4     – 170
turnaround programme     – 32
exceptional taxation items within discontinued operations     23 03
exceptional items within discontinued operations     713 199
total exceptional items after taxation     490 507
turnaround programme
a total charge of £241m banking £74m tcm £06m healthcare £52m and central services £109m 2007 £308m continuing 
banking £118m healthcare £127m and central services £63m £32m discontinued operations has been recognised relating to 
costs incurred in the groupwide turnaround programme these costs primarily relate to consultancy services severance costs 
property costs associated with the closure of a number of offices in the united kingdom and establishing a new headquarters in 
london and impairment of assets in the prior year the charge included impairment and derecognition of assets of £228m the 
balance being represented mainly by consultancy services contract cancellation and recruitment costs there was a related cash 
outflow of £163m in the current year 2007 £65m
adjustment to goodwill
a total charge of £13m has been recognised in respect of goodwill the charge arises principally as a result of recognition of deferred 
tax assets on acquisitions in prior periods
terminated offer process and executive team
in the prior period a charge of £72m was recognised within central services relating to the terminated offer process and severance 
of the previous executive team with a related cash outflow in the current year of £13m 2007 £50m
profit on disposal of businesses
the prior period profit on disposal within banking of £10m relates to the disposal of the 100 holding in misys asset management 
systems sa in july 2006 there was no cash flow in respect of this item in the current period 2007 £09m
taxation
included within current taxation is a credit of £31m in continuing operations and a charge of £23m in discontinued operations 2007 
credit of £62m continuing credit of £03m discontinued operations in respect of taxation on exceptional items 66  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
3 operating costs
all figures in £ millions 
continuing operations     2008 2007
cost of sales     2683 2709
occupancy costs     217 208
sales and marketing costs     497 476
administrative and other operating charges     748 746
exceptional items note 2     254 370
     4399 4509
included within operating costs are the following items by nature
all figures in £ millions 
continuing operations     2008 2007
research and development expenditure
1
     721 700
capitalisation of developed software     142 150
     579 550
amortisation of developed software     34 48
amortisation of other intangible assets     40 59
impairment and derecognition of intangible assets     16 200
impairment and depreciation of property plant and equipment    55 53
gain loss on disposal of property plant and equipment     01 01
operating lease costs  land and buildings     133 132
  plant and equipment     15 17
¹ the prior year figure has been restated to exclude £38m of costs where the development has been charged to a customer
the following fees were paid to the auditors
all figures in £ millions     2008 2007
fees payable to pwc llp for the audit of the consolidated financial statements   04 04
statutory audit fees payable to associate members of pwc llp    07 10
     11 14
other fees in respect of services required by legislation     01 01
tax services     07 08
other services     24 02
     43 25
total fees of £23m 2007 £nil relate to the proposed allscripts transaction in the above £nil 2007 £03m statutory audit fees relate 
to discontinued operations
4 discontinued operations
all figures in £ millions     2008 2007
revenue     307 4351
operating costs     215 4197
profit on disposal of businesses     736 –
operating profit for the period     828 154
net finance income     – 34
profit before tax from discontinued operations     828 188
tax     46 47
profit after tax from discontinued operations     782 141
notes to the financial statements misys plc annual report 2008  67
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
4 discontinued operations continued
cash flows from discontinued operations
all figures in £ millions     2008 2007
net cash flows from operating activities     20 309
net cash flows from investing activities     1770 26
net cash flows from financing activities     – 01
     1790 282
on 23 july 2007 the group announced its decision to exit from hospital systems part of the healthcare division to be completed 
through two separate transactions during the year the disposal of cpr was completed on 24 september 2007 for a total cash 
consideration of £163m realising a profit on disposal of £117m the disposal of the diagnostic information business was completed 
on 11 october 2007 for a total cash consideration of £1824m realising a profit on disposal of £612m a tax charge of £23m has been 
recognised in respect of this item the hospital systems business has been classified as a discontinued operation for the year ended 
31 may 2008 with the comparative period being restated
on 15 may 2007 the group announced it had sold its ifa business sesame subject to fsa approval and this transaction was 
completed on 8 june 2007 for a total cash consideration of £843m a profit on disposal of £07m was recognised an impairment 
charge on goodwill of £170m was recognised in 2007 sesame was classified as a discontinued operation in the income statement  
for the year ended 31 may 2007
all figures in £ millions   cpr diagnostics sesame total
proceeds on disposal net of expenses   158 1776 792 2726
cash at bank and in hand disposed of   – – 955 955
other net assets liabilities disposed of   41 132 357 448
foreign exchange recycling from reserves   – 09 – 09
goodwill disposed of ¹   – 1305 187 1492
profit on disposal   117 612 07 736
¹ includes £187m of goodwill recorded within ‘assets held for sale’ at may 2007
the major classes of sesame’s assets and liabilities comprising operations classified as held for sale at 31 may 2007 were as follows
all figures in £ millions          2007
goodwill          187
property plant and equipment          18
investments          07
trade and other receivables          553
cash and cash equivalents          683
total assets held for sale          1448
trade and other payables          359
deferred income          23
provisions for liabilities and charges         551
total liabilities associated with assets held for sale        933
net assets of discontinued operation         515 68  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
5 sharebased payments
during the period ended 31 may 2008 the following material sharebased payment arrangements existed
  number of  number of fair value fair value 
  options options per share per share 
  granted granted of 2008 of 2007 contractual 
  in 2008 in 2007 grant grant life 
type of arrangement  ‘000 ‘000 £ £ years
longterm incentive plan  243 591 143 084 8
misys 1998 unapproved share option plan type i  486 591 104 089 10
misys share award plan  1156 1859 177 ¹ 191 ¹ 10
misys senior executive bonus plan  414 – 220 – 5
sharesave uk  199 321 067 086 3
sharesave non uk  202 118 049 ¹ 073 3
transformation incentive plan
 – tip nil cost  2642 3028 110 ¹ 142 ¹ 10
 – tip market value  722 3028 070 070 ¹ 10
restricted stock units contract  344 – 236 ¹ – 2
1
 where several grants were made in the year the weighted average fair value has been provided
details of the longterm incentive plan ltip  the misys senior executive bonus plan msebp the misys 1998 unapproved share 
option plan type i and the transformation incentive plan tip are shown in the directors’ remuneration report
in the years ended 31 may 2007 and 31 may 2008 grants under the misys share award plan msap were made to senior managers  
at nil cost
the sharesave schemes provide for a yearly award of options at a discount to the market price and are eligible to all group 
employees
in the tables below similar sharebased payment arrangements have been aggregated as follows
• share option schemes – nil cost includes ltip  ms ap mse bp tip nil cost and restricted stock units contract
• share option schemes – market value includes t ype i and tip market value
• s avingsrelated share option schemes includes the sharesave uk and sharesave non uk schemes
sharebased payment charges
sharebased payment charges are calculated by spreading the fair value of an option over the vesting period having taken into account 
any performance conditions when estimating the number of options expected to vest the vesting period is typically three years from 
date of grant or the beginning of the bonus year in respect of grants under the msebp
all options are valued using the blackscholes option pricing model except grants under the ltip and tip which use the monte carlo 
option pricing model as they have market performance conditions which are included in the fair value calculation
the following assumptions have been used in the option pricing models
    2008 2007 2006
riskfree interest rate     38 – 58 46 – 50 41 – 42
dividend yield     0 – 33 32 33
volatility
1
 of misys plc ordinary shares 
share option schemes – nil cost    23 – 40 33 – 37 47
share option schemes – market value    40 – 51 37 – 56 61
savingsrelated share option schemes    32 – 36 34 – 36 47
expected lives years of options granted under
share option schemes – nil cost    06 – 32 3 3
share option schemes – market value    43 – 65 5 – 65 65
savingsrelated share option schemes    31 – 34 3 3
1
 expected volatility was calculated using the share price history for the period equivalent to the expected life
notes to the financial statements misys plc annual report 2008  69
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
5 sharebased payments continued
the following additional assumptions have been used for the monte carlo option pricing model
ltip – total shareholder return    2008 2007 2006
volatility
1
 of the top 30 techmark companies     33 32 44
correlation coefficient 
2
    016 017 016
1
 expected volatility was calculated using the share price history for the period equivalent to the expected life
2
  the share price correlation between the top 30 techmark companies was determined by the historical correlation of the share price movements over the same 
period as the volatility
all models incorporate the share price at the date of grant the weighted average share price of options granted during the year was 
£212 2007 £222 2006 £235
options outstanding
at 31 may 2008 options and awards outstanding and a reconciliation of movements between balance sheet dates is shown in respect  
of the company’s ordinary shares of 1p each under the following schemes
 share option schemes –  share option schemes – savingsrelated 
 nil cost market value share option schemes
      weighted   weighted 
    weighted  exercise weighted  exercise weighted 
   number fair value number price fair value number price fair value 
   ‘000 £ ‘000 £ £ ‘000 £ £
at 1 june 2005   5353 – 41198 271 – 3509 190 –
options granted   4161 199 832 235 110 457 189 086
options exercised   1112 – 2261 191 – 460 171 –
options lapsed or expired   1706 – 7322 235 – 672 239 –
at 31 may 2006   6696 – 32447 284 – 2834 182 –
options granted   5478 151 3619 226 074 439 194 082
options exercised   1666 – 2783 193 – 543 173 –
options lapsed or expired   1975 – 9205 289 – 845 190 –
at 31 may 2007   8533 – 24078 284 – 1885 176 –
options granted   4799 146 1208 241 084 401 165 058
options exercised   1390 – 1002 192 – 653 152 –
options lapsed or expired   1924 – 6128 304 – 573 185 –
at 31 may 2008   10018 – 18156 279 – 1060 181 –
range of exercise prices    –  £174  £1055  £132  £275
weighted average remaining life   59 years   37 years   21 years
the average share price during the year ended 31 may 2008 was £197
the outstanding nil cost share options and awards at 31 may 2008 include nil 2007 nil shares held by the trustee to the sole benefit  
of the participants
weighted average exercise information is excluded for nil cost schemes 70  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
notes to the financial statements
5 sharebased payments continued
options outstanding at 31 may 2008 are further analysed as follows
 share option schemes –  share option schemes – savingsrelated 
 nil cost market value share option schemes
      weighted   weighted 
    latest  exercise latest  exercise latest 
grant   number exercise number price exercise number price exercise 
year ended 31 may   ‘000 date ‘000 £ date ‘000 £ date
1999   – – 254 434 271108 – – –
2000   – – 347 549 170310 – – –
2001   – – 1289 658 091010 – – –
2002   7 091008 2115 337 141111 16 275 010409
2003   17 250709 1267 201 030210 – – –
2004   – – 4782 248 090311 – – –
2005   – – 3142 194 090515 166 181 010909
2006   1384 100216 560 235 280715 264 190 010110
2007   4022 170517 3193 227 170517 255 194 010311
2008   4588 190318 1207 241 100817 359 162 010112
at 31 may 2008   10018  18156 279  1060 181 
options exercisable
at the balance sheet date the following options and awards had vested
 share option schemes share option schemes savingsrelated share 
 – nil cost – market value option schemes
    weighted  weighted 
    exercise  exercise 
  number number price number price 
at 31 may  ‘000 ‘000 £ ‘000 £
2006  267 18097 331 107 250
2007  104 17786 309 25 166
2008  25 13195 296 1 140
6 directors and employees
directors’ remuneration
details of the directors’ remuneration are given in the directors’ remuneration report
employee costs
the comparative figures for 2007 below have been restated to reflect continuing operations
all figures in £ millions 
continuing operations     2008 2007
wages and salaries     1990 1936
social security costs     162 170
pension costs     71 93
sharebased payment benefits     51 42
     2274 2241
excluded from the above are total employee costs of £101m 2007 £585m in respect of discontinued operations misys plc annual report 2008  71
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
7 finance costs
the comparative figures for 2007 below have been restated to reflect continuing operations
all figures in £ millions 
continuing operations     2008 2007
bank loans and overdraft interest payable     45 144
amortisation of issue costs on financing     05 04
other interest payable     03 04
expected return on pension scheme assets note 29     30 27
interest on pension scheme liabilities note 29     21 20
unwinding of discount on provisions note 26     06 07
finance costs     50 152
finance income     15 04
net finance costs     35 148
8 taxation
all figures in £ millions 
continuing operations     2008 2007
current taxation
uk corporation tax at 297 2007 30     07 17
uk prior year items     22 12
overseas taxation     134 66
overseas prior year items     11 38
irrecoverable withholding taxes     02 03
current taxation including tax relating to continuing operations’ exceptional items   110 36
deferred taxation note 27     28 05
tax expense – continuing operations     138 31
included within current taxation is a £31m credit 2007 £62m in respect of tax on exceptional items
the taxation charge for the current year based on profit before taxation is lower 2007 higher than the standard rate of uk 
corporation tax for the following reasons
all figures in £ millions 
continuing and discontinued operations     2008 2007
profit on ordinary activities before taxation     1317 228
tax on profit on ordinary activities at the standard rate of uk tax of 297 2007 30   391 68
effects of
permanent differences primarily exemption on disposal of businesses    124 120
profits arising overseas which are subject to rates of tax other than the uk standard rate   34 27
effects of temporary differences on which deferred tax is not recognised    41 89
adjustments to uk taxation charge in respect of prior periods    22 12
uk and overseas research and development tax credits     – 01
impact of changes in tax rates     01 –
adjustments to overseas taxation charge in respect of prior periods    11 38
irrecoverable withholding tax     02  03
deferred tax effect of prior periods     44 –
total tax charge     184 78
all figures in £ millions     2008 2007
total tax charge
continuing operations     138 31
discontinued operations     46 47
     184 78
as a uk reporting entity misys plc is uk tax resident and therefore the applicable rate for the reconciliation is considered to be the 
weighted standard rate of uk corporation tax applying over the year ended 31 may 2008 of 297 2007 30 72  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
notes to the financial statements
9 equity dividends
all figures in £ millions     2008 2007
amounts recognised as distributions to equity holders in the period
interim dividend for the year ended 31 may 2008 of 296p per share    143 –
final dividend for the year ended 31 may 2007 of 471p per share    227 –
interim dividend for the year ended 31 may 2007 of 282p per share    – 135
final dividend for the year ended 31 may 2006 of 449p per share    – 214
     370 349
proposed final dividend for the year ended 31 may 2008 of 495p per share    239
the proposed final dividend of 495p 2007 471p together with the interim dividend of 296p 2007 282p total 791p 2007 753p  
the proposed final dividend is not included within the results for 2008
dividends amounting to £16m 2007 £16m in respect of the company’s shares held by employee share trusts have been deducted  
in arriving at the amounts recognised and proposed as distributions to equity holders
10 earnings per share
earnings per share eps have been calculated by dividing profit attributable to shareholders by the weighted average number of 
shares in issue during the period
adjusted basic and adjusted diluted eps are presented to provide more comparable and representative information on continuing and 
established trading activities accordingly the adjusted basic and adjusted diluted eps figures exclude exceptional items gains and 
losses on embedded derivatives amortisation of acquired intangibles and translation exchange differences recycled from reserves 
adjusted basic and adjusted diluted eps for continuing operations excludes the adjusted profit attributable to shareholders derived 
from discontinued operations
 continuing discontinued 2008 continuing discontinued 2007 
all figures in £ millions operations operations total operations operations total
profit attributable to shareholders 351 782 1133 09 141 150
exceptional items after taxation 223 713 490 308 199 507
losses on embedded derivatives 07 – 07 02 – 02
amortisation of acquired intangibles 26 – 26 41 – 41
translation exchange differences recycled  
from reserves 01 – 01 – – –
adjusted profit attributable to shareholders 608 69 677 360 340 700
 pence pence pence pence pence pence
basic earnings per share 73 162 235 02 29 31
diluted earnings per share 72 161 233 02 29 31
adjusted basic earnings per share 126 14 140 75 71 146
adjusted diluted earnings per share 126 14 140 75 70 145
the weighted average numbers of basic and diluted shares in issue during the period were 4827m and 4853m respectively  
2007 4787m and 4829m dilution arises as a result of outstanding share options
11 net interest paid
all figures in £ millions     2008 2007
interest received     15 37
bank loans and overdraft interest paid     50 163
net cash flow from interest paid     35 126
net interest received and recognised within discontinued operations during the period included in the above was £nil 2007 £34m misys plc annual report 2008  73
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
12 acquisitions and disposals of businesses
all figures in £ millions     2008 2007
cash consideration paid in respect of prior year acquisitions including expenses   – 37
cash consideration received in respect of current year disposals net of expenses   2726 09
cash at bank and in hand disposed of     955 10
net cash flow from acquisitions and disposals     1771 38
13 other capital expenditure and financial investment
all figures in £ millions     2008 2007
purchase of third party software     62 23
purchase of property plant and equipment     99 57
purchase of investments     48 04
sale of property plant and equipment     05 –
sale of investments     – 04
net cash flow from other capital expenditure and financial investment    204 80
other capital expenditure and financial investment recognised within discontinued operations during the period included in the above 
was an outflow of £01m 2007 £22m
14 financing activities
all figures in £ millions     2008 2007
dividends paid     370 349
decrease in borrowings note 15     1722 162
capital element of finance leases     09 11
payments for the purchase of own shares     29 09
share options exercised     29 65
net cash flow from financing activities     2101 466
15 movement in borrowings
all figures in £ millions     2008 2007
repayment of bank loans     2642 1159
receipt of bank loans     920 1009
repayment of loan notes     – 12
decrease in borrowings     1722 162
16 analysis of net funds debt
  at 1 june   non cash differences at 31 may 
all figures in £ millions  2007 cash flow movements on exchange 2008
cash  211 94 – 15 320
cash classified as held for sale  683 683 – – –
bank overdraft  21 28 – – 49
  873 617 – 15 271
bank loan  1760 1722 05 43 –
interest bearing considerations  05 – – – 05
finance leases  19 09 01 – 11
net debt funds  911 1114 06 58 255
included in the above amounts are cash balances of £26m 2007 £24m not available for the general use of the group 74  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
notes to the financial statements
17 goodwill
all figures in £ millions     2008 2007
cost and net book value at 1 june     1982 2411
differences on exchange     15 102
additions through business combinations completed in the year    – 30
disposals note 4     1305 –
impairments note 4     – 170
adjustment to goodwill note 2     13 –
transferred to ‘assets held for sale’     – 187
cost and net book value at 31 may     649 1982
significant cash generating units
goodwill relating to banking £185m 2007 £160 tcm £302m 2007 £300m and healthcare £162m 2007 £181m cash generating 
units cgus are considered significant in comparison to the total carrying amount of goodwill assets at 31 may 2008 the recoverable 
amounts of the cgus were determined based on value in use calculations and no impairment was identified during the year
cash flows for each cgu were based on approved budgets which are consistent with the recent financial performance of the relevant 
cgu it was not necessary to look at cash flows beyond five years as cash flows within this time horizon were significantly in excess of 
the carrying amounts of the cgus and hence the calculation is not sensitive to the discount rate used
the goodwill held in the hospital systems cgu was disposed of during the year as part of the disposal of that business see note 4 
the goodwill relating to sesame of £187m was transferred to ‘assets held for sale’ in the prior year and is therefore not included in 
the net book value of goodwill at 1 june 2007 goodwill disposed of £1305m relates entirely to hospital systems
18 other intangible assets
     customer trade total  third 
    complete relation names and acquired developed party 
all figures in £ millions    technology ships brands intangibles  software software total
cost
at 1 june 2007    182 38 04 224 378 126 728
differences on exchange    19 02 01 20 10 01 31
on disposal of subsidiary undertakings   – – – – 39 29 68
additions    – – – – 142 62 204
at 31 may 2008    201 40 03 244 491 160 895
amortisation and impairment
at 1 june 2007    98 08 01 107 220 97 424
differences on exchange    14 01 – 15 04 01 20
charge for the year    21 04 01 26 34 15 75
on disposal of subsidiary undertakings   – – – – 39 27 66
impairment    16 – – 16 – – 16
at 31 may 2008    149 13 02 164 219 86 469
net book value
at 31 may 2008    52 27 01 80 272 74 426 misys plc annual report 2008  75
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
18 other intangible assets continued
     customer trade total  third 
    complete relation names and acquired developed party 
all figures in £ millions    technology ships brands intangibles software software total
cost
at 1 june 2006    177 40 04 221 324 121 666
differences on exchange    03 02 – 05 08 05 18
on disposal of subsidiary undertakings   – – – – – 01 01
additions    12 – – 12 156 23 191
assets derecognised    04 – – 04 94 12 110
at 31 may 2007    182 38 04 224 378 126 728
amortisation and impairment
at 1 june 2006    25 02 – 27 77 92 196
differences on exchange    01 – – 01 03 05 09
charge for the year    35 05 01 41 58 21 120
on disposal of subsidiary undertakings   – – – – – 01 01
impairment    39 01 – 40 93 – 133
assets derecognised    – – – – 05 10 15
at 31 may 2007    98 08 01 107 220 97 424
net book value
at 31 may 2007    84 30 03 117 158 29 304
included within third party software are additions of £nil 2007 £01m amortisation charge of £01m 2007 £03m and derecognition 
of £nil 2007 £01m and included within developed software are additions of £nil 2007 £06m amortisation of £nil 2007 £10m and 
derecognition of £nil 2007 £27m in respect of discontinued operations
19 property plant and equipment
         computer 
       freehold leasehold and other 
all figures in £ millions       properties properties equipment total
cost
at 1 june 2007       17 74 438 529
differences on exchange       – 02 08 10
on disposal of subsidiary undertakings      – 10 83 93
additions       – 51 54 105
disposals       – 04 48 52
at 31 may 2008       17 113 369 499
depreciation and impairment
at 1 june 2007       04 34 339 377
differences on exchange       – 01 06 07
charge for the year       – 07 45 52
impairment       01 – 05 06
on disposal of subsidiary undertakings      – 03 68 71
disposals       – 04 44 48
at 31 may 2008       05 35 283 323
net book value
at 31 may 2008       12 78 86 176 76  misys plc annual report 2008
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notes to the financial statements
19 property plant and equipment continued
         computer 
       freehold leasehold and other 
all figures in £ millions       properties properties equipment total
cost
at 1 june 2006       31 79 520 630
differences on exchange       – 03 10 13
on disposal of subsidiary undertakings      – – 07 07
additions       – 13 54 67
disposals       – 15 86 101
transferred to ‘assets held for sale’      14 – 33 47
at 31 may 2007       17 74 438 529
depreciation
at 1 june 2006       07 44 399 450
differences on exchange       – – 09 09
charge for the year       01 05 64 70
on disposal of subsidiary undertakings      – – 06 06
disposals       – 15 84 99
transferred to ‘assets held for sale’      04 – 25 29
at 31 may 2007       04 34 339 377
net book value
at 31 may 2007       13 40 99 152
included in the above analysis is plant and equipment acquired under finance leases with a net book value of £10m 2007 £18m 
after accumulated depreciation of £28m 2007 £28m the net book value of leasehold properties comprises long leasehold £nil 
2007 £01m and short leasehold £78m 2007 £39m
included within additions for the year is £02m 2007 £27m and within the depreciation charge for the year is £03m 2007 £17m in 
respect of discontinued operations
20 investments
all figures in £ millions     2008 2007
at 1 june     26 38
additions     48 04
disposals     – 04
movements in fair value     03 05
transferred to ‘assets held for sale’     – 07
at 31 may     71 26
the group investments primarily comprise investments in us and european technology funds which are classified as ‘at fair value 
through profit or loss’ the investments are denominated in us dollars and euros and are non interest bearing the group has entered 
into agreements whereby these funds can make further calls on misys to increase their investment a total of £01m of this 
commitment remains undrawn at 31 may 2008
additions to investments in the period is primarily an equity interest in imedica corp a u s based developer of healthcare software 
solutions for small physician practices on 28 august 2007 misys entered into a strategic partnership with imedica whereby it invested 
80m £40m and obtained an 184 stake on a fully diluted basis no market exists for trading in these shares this investment is 
classified as ‘available for sale’ misys plc annual report 2008  77
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21 trade and other receivables
all figures in £ millions     2008 2007
trade receivables     905 808
less provision for impairment of receivables     83 48
     822 760
other receivables     109 100
prepayments     201 118
contract work in progress     13 72
accrued income     329 191
current trade and other receivables     1474 1241
other receivables     10 01
accrued income     32 11
prepayments     03 –
non current trade and other receivables     45 12
total trade and other receivables     1519 1253
included within the balances for the prior year are £168m net trade receivables £05m other receivables £15m prepayments £65m 
contract work in progress and £03m accrued income relating to discontinued operations
the credit quality of trade receivables that are neither past due nor impaired can be assessed by reference to the historic default rate 
for the preceeding 365 days at 14 2007 21
the carrying value of trade receivables that would otherwise be past due or impaired but whose terms were renegotiated were £04m 
2007 £nil
as at 31 may 2008 gross trade receivables of £93m 2007 £55m were impaired the amount of provision against these receivables 
as at 31 may 2008 was £83m 2007 £48m the individually impaired receivables relate to receivables over 365 days customers in 
financial difficulty customer acceptance issues and cancelled contracts
as of 31 may 2008 trade receivables of £334m 2007 £312m were past due but not impaired these relate to a number of 
independent customers for whom there is no recent history of default the ageing analysis of net trade receivables is as follows
all figures in £ millions     2008 2007
030 days     488 448
3060 days     136 116
6090 days     75 59
90120 days     41 44
over 120 days     82 93
     822 760
the maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above the group 
does not hold any collateral as security
movements in the group’s provision for impairment of trade receivables are as follows
all figures in £ millions     2008 2007
at 1 june     48 142
provision for impairment of receivables     57 93
receivables written off during the year as uncollectible     11 31
unused amounts reversed     08 26
transferred to ‘assets held for sale’     – 125
other     03 05
at 31 may     83 48 78  misys plc annual report 2008
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notes to the financial statements
22 trade and other payables
all figures in £ millions     2008 2007
trade payables     233 202
other taxation and social security     75 52
other payables     57 82
accruals     697 772
current trade and other payables     1062 1108
other payables     – 16
accruals     30 21
non current trade and other payables     30 37
total trade and other payables     1092 1145
included within the balances for the prior year are £33m trade payables £05m other taxation and social security £03m other 
payables and £54m accruals and £02m non current other payables relating to discontinued operations
accruals comprise
all figures in £ millions     2008 2007
cost of sales excluding staff related costs     181 238
staff related costs including sales commissions and bonuses    473 504
other     73 51
     727 793
23 loans and overdrafts
all figures in £ millions     2008 2007
bank overdrafts     49 21
finance leases     06 10
current loans and overdrafts     55 31
bank loans     – 1760
finance leases     05 09
non current loans and overdrafts     05 1769
total loans and overdrafts     60 1800
the group has a revolving credit facility with a syndicate of banks at 31 may 2007 the facility comprised one tranche of 585m 
maturing not later than march 2010 and a second tranche of 74m which was scheduled to mature not later than december 2008 
however following disposals made during the year to 31 may 2008 the credit needs of the group have reduced the second tranche 
has been cancelled and the first tranche reduced to 315m
bank loans
at 31 may 2008 there were no loans drawn down under the revolving credit facility
arrangement fees in respect of this facility were included in the original carrying value of the loan and these are now classified as 
prepayments these costs are amortised in the income statement over the expected term of the facility the amount of unamortised 
facility arrangement fees at 31 may 2008 is £02m the facility is guaranteed by certain companies within the group
the group is subject to certain financial covenants under the revolving credit facility these include a minimum ratio of operating 
profit before depreciation and amortisation to net interest and a maximum ratio of net debt to operating profit before depreciation 
and amortisation these covenants have not been breached during the year misys plc annual report 2008  79
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24 derivative financial instruments
all derivative financial instruments are measured at their fair value and are calculated by reference to the net present value of future 
cash flows based on exchange rates and interest rates quoted on international financial markets at the balance sheet date
    31 may 2008  31 may 2007 
all figures in £ millions   assets liabilities assets liabilities
interest rate caps   – – 01 –
forward foreign currency contracts   08 07 06 05
embedded derivatives   10 43 06 28
   18 50 13 33
analysed as follows
current   09 18 08 12
non current   09 32 05 21
   18 50 13 33
forward currency contracts used to hedge fair value and cash flow risks
financial assets and liabilities which are denominated in currencies other than those of the functional currencies of the entities 
concerned are hedged using forward currency contracts gains and losses on these contracts are recorded in the income statement 
unless these are derivatives in designated hedging instruments together with offsetting gains and losses on the underlying items
further information on derivatives in designated hedging relationships is shown in note 37
embedded derivatives
certain longterm software licensing contracts are priced in currencies usually us dollars sterling or euros other than those of the 
functional currencies of the entities entering into the contracts under ias 39 such contracts may contain an embedded foreign 
currency derivative which must be extracted from the host contract and measured separately at each balance sheet date gains or 
losses on these derivatives are charged or credited to the income statement the contracts are generally of up to 10 years’ duration 
and this is therefore the period over which the assets and liabilities recognised in the balance sheet are expected to crystallise
25 financial instruments
the analysis below gives the maturity profile of finance leases bank overdrafts bank loans contingent considerations and property 
provisions
    floating fixed non interest 
    rate rate bearing 
all figures in £ millions   total liabilities liabilities liabilities
at 31 may 2008
denominated in sterling   134 25 109 –
denominated in us dollars   43 29 13 01
denominated in euros and other   38 – 38 –
   215 54 160 01
due within one year   133 54 78 01
due within one to two years   34 – 34 –
due within two to five years   20 – 20 –
due after more than five years   28 – 28 –
   215 54 160 01
at 31 may 2007
denominated in sterling   442 321 113 08
denominated in us dollars   1482 1465 16 01
denominated in euros and other   38 – 38 –
   1962 1786 167 09
due within one year   90 21 60 09
due within one to two years   37 – 37 –
due within two to five years   1822 1765 57 –
due after more than five years   13 – 13 –
   1962 1786 167 09
in both years the carrying value of the group’s financial liabilities are equal to their fair value 80  misys plc annual report 2008
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25 financial instruments continued
floating rate liabilities comprise bank loans overdrafts and interest bearing contingent consideration and bear interest at rates linked 
to uk and us libor or uk base rates depending on the denomination of the loan fixed rate liabilities comprise property provisions 
and finance leases the liabilities on which no interest is paid comprise non interest bearing contingent consideration and property 
provisions these financial liabilities are disclosed in notes 23 and 26
financial assets
financial assets primarily comprise cash deposits and investments cash which bears interest at nominal rates comprises £121m  
2007 £13m denominated in sterling £68m 2007 £43m in us dollars £81m 2007 £116m in euros and £50m 2007 £39m in other 
currencies investments of £71m 2007 £26m primarily comprise of a strategic partnership with imedica and contractual rights to receive 
financial assets of us and european technology funds which are non interest bearing full details of these assets are given in note 20  
in addition the group has other financial assets of £13m 2007 £12m in respect of receivables falling due in more than one year
26 provisions for liabilities and charges
    contingent 
all figures in £ millions   property consideration other total
at 1 june 2007   156 06 12 174
additional provisions charged to income statement   38 – 26 64
unwinding of discount   06 – – 06
utilisation of provisions   58 – 10 68
foreign exchange movements   07 – – 07
at 31 may 2008   149 06 28 183
analysis of total provision
current   72 06 28 106
non current   77 – – 77
   149 06 28 183
the property provisions comprise the net present value of the estimated future costs of vacant and sublet properties and the excess rent 
over market value for occupied properties of subsidiaries acquired in previous years the provision relating to vacant and sublet properties  
is expected to be utilised on average over the next eight years and the excess over market value provision over the next six years
included in other provisions are amounts in respect of litigation and non property related onerous contracts
27 deferred taxation
     other 
     deductible 
     temporary  
all figures in £ millions    losses differences total
at 1 june 2007    114 124 238
charged to the income statement – continuing operations note 8   22 06 28
credited to the income statement – discontinued operations   – 06 06
charged to equity in respect of sharebased payments    – 07 07
impact of rate changes on deferred tax assets     – 01 01
currency translation differences    – 02 02
at 31 may 2008    92 120 212
     other 
     deductable 
     temporary  
all figures in £ millions    losses differences total
at 1 june 2006    155 72 227
c harged credited to the income statement – continuing operations note 8  40 45 05
credited to equity in respect of sharebased payments    – 07 07
other credit to equity    – 02 02
currency translation differences    01 02 03
at 31 may 2007    114 124 238 misys plc annual report 2008  81
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27 deferred taxation continued
certain deferred tax assets and liabilities have been offset the following is an analysis of the deferred tax balances after offset for 
financial reporting purposes
  other   other 
  deductible   deductible 
  temporary 2008  temporary 2007 
all figures in £ millions losses differences total losses differences total
deferred tax assets 92 122 214 114 131 245
deferred tax liabilities – 02 02 – 07 07
as shown above 92 120 212 114 124 238
deferred tax assets recoverable within one year are £41m 2007 £18m
deferred tax assets of £92m 2007 £114m have been recognised in respect of carried forward losses which on the basis of the 
latest forecasts are expected to be recovered against future profits deferred tax assets of £330m 2007 £327m in respect of other 
losses have not been recognised due to uncertainty with respect to the unwind against future profit streams
deferred tax assets on other temporary differences of £120m 2007 £124m have been recognised in respect of deductions which on 
the basis of the latest forecasts are more likely than not to be utilised deferred tax assets relating to other deductible temporary 
differences of £91m 2007 £160m and accelerated capital allowances of £16m 2007 £47m have not been recognised due to the 
unpredictability of future profits when these temporary differences will unwind
there would be no additional cost of repatriation of unremitted earnings of subsidiaries to the uk because of the availability of foreign 
tax credits against any uk tax liability arising
there is an unrecognised deductible temporary difference of £2139m 2007 £2139m in respect of capital losses in the uk
these losses can only be utilised against specific types of future capital gains
28 deferred income
all figures in £ millions     2008 2007
current
maintenance fees     722 868
other income     206 302
     928 1170
non current
maintenance fees     01 11
other income     – 21
     01 32
included within the balance sheet for discontinued operations in the prior year are £229m current deferred income relating to 
maintenance fees £66m relating to other deferred income and £05m relating to non current other deferred income
deferred maintenance fees represent amounts invoiced in advance for contracts which provide technical support and trouble shooting 
assistance helpdesk etc in addition to upgrades and enhancements to the group’s software products and hardware maintenance
maintenance fees are recognised as revenue rateably as the services are provided over the period of the contract other deferred 
income represents amounts invoiced including deposits primarily in respect of initial licence fees for software products and 
professional services for which the revenue recognition criteria have yet to be satisfied 82  misys plc annual report 2008
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notes to the financial statements
29 retirement benefit obligations
defined contribution schemes
the group operates a number of defined contribution pension schemes covering the majority of its employees the cost of these 
pension schemes was £61m 2007 £114m and was charged to the income statement as incurred there were no outstanding or 
prepaid contributions at either the beginning or the end of the financial year
defined benefit schemes
in 200304 the active members of the uk final salary scheme ceased to accrue benefits on the basis of their final salary during the 
year thereafter the benefits of the active members accrue on a money purchase defined contribution basis in addition the group 
operates a number of other smaller defined benefit arrangements
the latest full actuarial valuation of the uk scheme was carried out as at 31 may 2005 the assumptions of which have been updated to 
31 may 2008 by qualified independent actuaries the last full actuarial valuations of the other group schemes were carried out on a 
number of different dates these assumptions have been updated to 31 may 2008 by qualified independent actuaries
the principal assumptions used in the valuations of the uk scheme only are
     2008 2007 
      
rate of increase in salaries     na na
rate of increase in pensions payment     35 35
discount rate     60 55
inflation assumption     38 32
mortality rates age     years years
current pensioner – male     88 85
current pensioner – female     91 88
future retiree – male     91 86
future retiree – female     92 89
the expected rates of return on scheme assets are based on the longterm expected rates of return for each asset class
mortality assumptions are based on the pa92 standard mortality tables
the year end assets in the schemes and the expected rates of return were
   longterm  longterm  
   expected  expected   
   rate 2008 rate 2007 
   of return value of return value 
    £m  £m
equities   79 125 79 365
government bonds   49 166 49 44
corporate bonds   65 134 55 44
cash   60 01 55 01
market value of assets    424  452
adjustment for unrecoverable surplus    01  70
total market value of assets    423  382
actuarial value of liabilities    438  393
deficit in the schemes    15  11
related deferred tax asset    04  04
pension liability    11  07 misys plc annual report 2008  83
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29 retirement benefit obligations continued
movement in deficit during the year
all figures in £ millions     2008 2007
plan assets
fair value at 1 june     382 399
expected return on plan assets note 7     30 27
actuarial gain loss     23 37
contributions paid by employer     03 02
net benefits paid out     16 09
foreign exchange     01 –
fair value at 31 may     423 382
benefit obligations
present value at 1 june     393 406
current service cost     12 02
interest cost note 7     21 20
actuarial loss gain     29 26
net benefits paid out     16 09
foreign exchange     01 –
present value at 31 may     438 393
net liability     15 11
an asset of £01m 2007 £70m in respect of the uk final salary scheme has not been recognised as the group would not be able to 
derive future economic benefit from it
the actual return on schemes’ assets was a loss of £16m 2007 £59m gain the total loss recognised in the statement of recognised 
income and expenditure was £06m 2007 £11m the cumulative amount of loss recognised in the statement of recognised income 
and expenditure was £13m 2007 £07m
history of experience gains and losses in the uk scheme
   2008 2007 2006 2005
experience gains losses on schemes’ assets
amount £m   45 32 30 20
percentage of schemes’ assets   109 83 75 65
experience gains losses on schemes’ liabilities
amount £m   23 – 41 –
percentage of schemes’ liabilities   56 – 101 –
history of asset values benefit obligation and deficit in schemes
all figures in £ millions  2008 2007 2006 2005 2004
fair value of plan assets  423 382 399 306 271
defined benefit obligation  438 393 406 394 335
deficit in scheme  15 11 07 88 64 84  misys plc annual report 2008
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notes to the financial statements
30 contingent liabilities
contingent liabilities that are quantifiable arise from property rental guarantees that have been issued in the normal course of  
business and also from bonds that have been issued in support of tenders submitted to prospective customers these amount to 
£144m 2007 £133m
as set out in note 30 of the financial statements for the year ended 31 may 2007 the group had applied to the irs to correct a number of 
administrative errors in the operation of part of the us defined contribution pension schemes the irs issued a compliance statement on 
21 september 2007 in respect of this issue the implementation of which was due by 21 february 2008 misys believes the matters 
covered by the administrative errors notified to the irs have been concluded this was done without material cost to the group
the group’s subsidiaries and the company can be parties to legal actions and claims arising in the ordinary course of business whilst 
the outcome of current outstanding actions and claims remains uncertain it is expected that they will be resolved without a material 
impact to the group’s financial position
31 commitments
commitments of the group under non cancellable operating leases at 31 may
    2008  2007 
   land and plant and land and plant and 
all figures in £ millions   buildings equipment buildings equipment
rental payments due within one year   134 05 156 10
rental payments due between one and five years   558 06 469 09
rental payments due after five years   638 – 401 –
total   1330 11 1026 19
capital expenditure on property plant and equipment committed by the group at 31 may 2008 was £09m 2007 £01m
32 related party transactions
transactions between misys plc and its subsidiaries which are related parties have been eliminated on consolidation and are not 
disclosed in this note
remuneration of key management personnel
the key management personnel of the group comprise the company directors and executive vice presidents their remuneration is 
set out below in aggregate
all figures in £ millions     2008 2007
shortterm employment benefits     61 55
post employment benefits     03 05
other longterm benefits     03 01
termination benefits     02 21
sharebased payment benefits     38 19
valueact capital has a holding of approximately 19 in the company on an aggregated basis mr ubben who is a nonexecutive 
director of the company is chief executive officer and chief investment officer of valueact capital accordingly mr ubben is 
interested in the placing and underwriting agreement the ‘placing agreement’ entered into on 17 march 2008 between the company 
valueact capital master fund lp acting through its general partner va partners i llc ‘valueact’ and jpmorgan cazenove limited 
by virtue of him being one of the principal investors in valueact misys plc annual report 2008  85
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33 called up share capital
the company has an authorised share capital of 750000000 1p ordinary shares 2007 750000000 the table below reconciles the 
allotted and fully paid share capital to those shares not held by the company
  allotted  
  fully paid  
all figures in numbers  share capital treasury mest esop net
at 1 june 2007  551727036 48906640 21333891 103272 481383233
purchase of own shares  – 1300000 173034 – 1473034
share options exercised  – 1979186 1065838 – 3045024
at 31 may 2008  551727036 48227454 20441087 103272 482955223
during the year 1300000 2007 nil ordinary shares were purchased by the company representing 024 2007 nil of the issued 
share capital of misys plc for a total cost including expenses of £25m 2007 £nil these are held as treasury shares within reserves 
and represent a deduction from shareholders’ funds
during the year 1979186 2007 3486796 treasury shares with a cost of £40m 2007 £70m were utilised to satisfy share awards
the misys employee share trust mest purchases shares in the market using funds contributed by the respective group employing 
companies these shares are used to satisfy awards made under the group’s share incentive arrangements at 31 may 2008 the mest 
held 20441087 2007 21333891 shares purchased for a cost of £484m 2007 £506m and with a market value of £325m 2007 
£536m during the year it utilised shares with a cost of £25m 2007 £34m to satisfy share awards
the employee share ownership plan esop purchases shares in the market using funds loaned by the company share purchases 
are timed to ensure that the esop has sufficient shares to satisfy its requirements as and when its obligations fall due the trustees 
of the esop have waived its rights to dividends at 31 may 2008 the esop held 103272 2007 103272 shares purchased for a cost of 
£02m 2007 £02m and with a market value of £02m 2007 £03m
34 share capital and reserves
     capital  equity 
  share share redemption  other shareholders’ 
all figures in £ millions  capital premium reserve reserves funds
at 1 june 2007  55 673 03 765 34
total recognised income and expense for the period  – – – 1141 1141
dividends paid  – – – 370 370
share options settled from own shares  – – – 29 29
purchase of and other movements in own shares  – – – 29 29
sharebased payments  – – – 53 53
deferred tax on sharebased payments  – – – 07 07
at 31 may 2008  55 673 03 52 783
     capital  equity 
  share share redemption  other shareholders’ 
all figures in £ millions  capital premium reserve reserves funds
at 1 june 2006  55 672 03 660 70
total recognised income and expense for the period  – – – 133 133
dividends paid  – – – 349 349
share options settled from own shares  – 01 – 64 65
purchase of and other movements in own shares  – – – 09 09
sharebased payments  – – – 49 49
deferred tax on sharebased payments  – – – 07 07
at 31 may 2007  55 673 03 765 34 86  misys plc annual report 2008
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notes to the financial statements
35 other reserves
  retained treasury own translation 
all figures in £ millions  earnings shares shares reserve total
at 1 june 2007  730 992 508 05 765
total recognised income and expense for the period  1127 – – 14 1141
dividends paid  370 – – – 370
share options settled from own shares  37 40 26 – 29
purchase of and other movements in own shares  – 25 04 – 29
sharebased payments  53 – – – 53
deferred tax on sharebased payments  07 – – – 07
at 31 may 2008  1496 977 486 19 52
  retained treasury own translation 
all figures in £ millions  earnings shares shares reserve total
at 1 june 2006  923 1062 534 13 660
total recognised income and expense for the period  141 – – 08 133
dividends paid  349 – – – 349
share options settled from own shares  41 70 35 – 64
purchase of and other movements in own shares  – – 09 – 09
sharebased payments  49 – – – 49
deferred tax on sharebased payments  07 – – – 07
at 31 may 2007  730 992 508 05 765
36 financial instruments risk management
misys operates a centralised treasury function which is responsible for managing the liquidity interest and foreign currency risks 
associated with the group’s activities under policies approved by the board of directors as part of its strategy for the management of 
these risks the group uses derivative financial instruments in accordance with the group’s treasury policy derivative instruments are 
not entered into for speculative purposes treasury policy is reviewed and approved by the board and specifies the parameters within 
which treasury operations must be conducted including authorised counterparties instrument types transaction limits and principles 
governing the management of liquidity interest and foreign currency risks
the group’s principal financial instruments other than derivatives are cash shortterm deposits bank loans overdrafts trade  
and other receivables and trade and other payables the main purpose of these financial instruments is to raise finance for the 
group’s operations
foreign exchange risk
the group operates internationally and is exposed to foreign exchange risk arising from various currency exposures primarily with 
respect to the euro and the us dollar foreign exchange risk arises from future commercial transactions recognised assets and 
liabilities and net investment in foreign operations
management has established a policy requiring group companies to manage their foreign exchange risk against their functional 
currency the group companies must manage their exposure to exchange differences both recognised and anticipated the group 
companies are required to hedge any significant transactions which create foreign exchange exposures with group treasury when a 
transaction becomes a contractual commitment to pay or receive funds at a future date the group defines a significant transaction as 
any individual or series of transactions that are in excess of the equivalent of £50000 in any currency group treasury reviews these 
exposures on a regular basis to manage their foreign exchange risk arising from future commercial transactions and recognised 
assets and liabilities the entities in the group use forward currency contracts transacted with group treasury foreign exchange risk 
arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s 
functional currency
external foreign exchange contracts are designated at group level as hedges of foreign exchange risk on specific assets liabilities or 
future transactions on a gross basis the consolidated foreign exchange exposure of group treasury activities will be hedged by group 
treasury within limits specified in the group treasury policy
the group’s net exposure to foreign currency risk is illustrated by the sensitivity analysis in note 40 misys plc annual report 2008  87
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36 financial instruments risk management continued
interest rate risk
the group is exposed to cash flow interest rate risk on floating rate bank loans overdrafts and cash held on deposit the group’s 
borrowings are primarily at variable interest rates set for periods of six months or less based on the various scenarios the group 
manages its cash flow interest rate risk by using interest rate caps which are used to protect the group against significant increases 
in interest rates under the interest rate caps the group agrees with other parties to exchange at specified intervals primarily 
quarterly the difference between the specified exercise rate and floating rate interest amounts calculated by reference to the agreed 
notional amounts
the group’s cash balances are kept in interest bearing current accounts and on shortterm deposit to maximise the level of return 
while maintaining an adequate level of liquidity the group does not invest surplus funds in longterm fixed interest securities and 
therefore its exposure to fair value interest rate risk is not significant
the group’s net exposure to interest rate risk is illustrated by the sensitivity analysis in note 40
credit risk
credit risk arises from cash and cash equivalents derivative financial instruments and deposits with banks and financial institutions 
but primarily from outstanding trade receivables and committed transactions the group has policies in place to ensure that sales are 
made to customers with an appropriate credit history
derivative and cash transactions are limited to highquality financial institutions the group has policies that limit the amount of credit 
exposure to any financial institution for banks and financial institutions only independently rated parties with a minimum rating of ‘a’ 
are accepted a maximum investment threshold has been set for investments with a single counterparty based on its investment 
rating for customer contracts the group and each reporting subsidiary have specified risk control and authorisation procedures in 
place to assess the credit quality of a customer where there is no independent risk rating for a customer such an assessment takes 
into account financial position past experience and other factors
the group has no significant concentrations of credit risk with exposures spread over a large number of customers and 
counterparties
liquidity risk
the group manages its cash and borrowing requirements centrally to minimise net interest expense within risk parameters set by the 
board whilst ensuring that the group has sufficient liquid resources to meet the operating needs of the business the forecast cash 
and borrowings profile of the group is monitored to ensure that adequate headroom remains under committed borrowing facilities
the table below shows the maturity analysis of the undiscounted remaining contractual cash flows of the group’s financial liabilities
  less than   over 2008 
all figures in £ millions  1 year 1 to 2 years 2 to 5 years 5 years total
bank loans and overdrafts  49 – – – 49
trade and other payables  930 25 04 01 960
other taxation and social security  75 – – – 75
finance lease liabilities  06 04 01 – 11
other liabilities  57 – – – 57
derivative financial instruments gross settled – inflows  226 06 – – 232
derivative financial instruments gross settled – outflows  225 06 – – 231
total cash flows  1116 29 05 01 1151
  less than   over 2007 
all figures in £ millions  1 year 1 to 2 years 2 to 5 years 5 years total
bank loans and overdrafts  152 131 1869 – 2152
trade and other payables  974 16 – 05 995
other taxation and social security  52 – – – 52
finance lease liabilities  10 07 02 – 19
other liabilities  82 16 – – 98
derivative financial instruments gross settled – inflows  221 – – – 221
derivative financial instruments gross settled – outflows  221 – – – 221
total cash flows  1270 170 1871 05 3316 88  misys plc annual report 2008
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account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
notes to the financial statements
36 financial instruments risk management continued
capital risk
the capital structure of the group consists of debt and equity attributable to equity holders of the company comprising issued capital 
reserves and retained earnings as shown in note 35 the group manages its capital with the objective that all entities within the group 
continue as a going concern while maintaining an efficient structure to minimise the cost of capital
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 debt
the group is subject to certain financial covenants on its funding facility and monitors capital largely on this basis this includes a 
maximum ratio of net borrowings to operating profit before depreciation and amortisation of 30 times at 31 may 2008 this ratio was 
nil 2007 10 times
37 financial instruments hedging activities
the group uses derivative instruments in order to manage foreign currency exchange risk arising from future commercial 
transactions recognised assets and liabilities and net investment in foreign operations the group is also exposed to cash flow 
interest rate risk from floating rate bank loans overdrafts and cash held on deposit
forward foreign exchange contracts
the fair value of foreign exchange derivatives at 31 may 2008 was £01m 2007 £01m
the notional principal amounts of outstanding forward foreign exchange contracts in designated hedging relationships at 31 may 2008 
were £nil 2007 £nil
interest rate caps
the fair value of interest rate caps at 31 may 2008 was £nil 2007 £01m the notional principal amount of the outstanding interest 
rate cap contracts at 31 may 2008 was £1010m 2007 £505m
hedge of a net investment in a foreign operation
during the year the group’s us dollar denominated borrowing was designated as a hedge of the net investment in the group’s us 
subsidiaries however following the disposals during the year the loan was repaid in full the carrying value of the borrowing at 31 
may 2008 was £nil 2007 £1460m
there was no ineffectiveness to be recorded from net investment in foreign entity hedges in the current or prior year misys plc annual report 2008  89
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38 financial instruments categories
    fair value     not a 
    through  loans and available amortised financial  non 
all figures in £ millions    pl  receivables for sale cost instrument
1
 current current
at 31 may 2008
financial assets
investments    26 – 45 – – – 71
derivative financial instruments    18 – – – – 09 09
trade and other receivables    – 1302 – – 217 1474 45
cash and cash equivalents    – 320 – – – 320 –
    44 1622 45 – 217 1803 125
financial liabilities
derivative financial instruments    50 – – – – 18 32
borrowings    – – – 60 – 55 05
trade and other payables    – – – 1092 – 1062 30
    50 – – 1152 – 1135 67
    fair value     not a 
    through  loans and available amortised financial  non 
all figures in £ millions    pl  receivables for sale cost instrument
1
 current current
at 31 may 2007
financial assets
investments    26 – – – – – 26
derivative financial instruments    13 – – – – 08 05
trade and other receivables    – 1063 – – 190 1241 12
cash and cash equivalents    – 211 – – – 211 –
    39 1274 – – 190 1460 43
financial liabilities
derivative financial instruments    33 – – – – 12 21
borrowings    – – – 1800 – 31 1769
trade and other payables    – – – 1145 – 1108 37
    33 – – 2945 – 1151 1827
¹ assets that do not qualify as a financial instrument include prepayments £204m 2007 £118m and contract work in progress £13m 2007 £72m
39 financial instruments fair values
the fair values of each category of the group’s financial instruments approximate their carrying values in the group balance sheet 90  misys plc annual report 2008
salterbaxter 7925 misys annual report acc 07 august 2008
account manager – vw  designer – sc  setting – lm proof 4
final  proofreader      final  ac manager
notes to the financial statements
40 financial instruments sensitivity analysis
foreign currency sensitivity analysis
the group’s principal foreign currency exposures are to the us dollar and the euro the table below illustrates the hypothetical 
sensitivity of the group’s reported profit and equity to a 10 increase and decrease in the us dollarsterling and eurosterling 
exchange rates at the year end date assuming all other variables remain unchanged the sensitivity rate of 10 represents the 
directors’ assessment of a reasonably possible change
positive figures represent an increase in profit
         income statement
all figures in £ millions     2008 2007
sterling strengthens by 10
us dollar     03 42
euro     04 06
sterling weakens by 10
us dollar     03 42
euro     04 06
year end exchange rates applied in the above analysis are us dollar 198 2007 198 and euro 127 2007 147
interest rate sensitivity analysis
the table below illustrates the hypothetical sensitivity of the group’s reported profit to a 05 increase or decrease in interest rates 
assuming all other variables were unchanged the sensitivity rate of 05 represents the directors’ assessment of a reasonably 
possible change
the analysis has been prepared using the following assumptions
for floating rate assets and liabilities the amount of asset or liability outstanding at the balance sheet date is assumed to have been 
outstanding for the whole year
fixed rate financial instruments that are carried at amortised cost are not subject to interest rate risk for the purpose of this analysis
         income statement
all figures in £ millions     2008 2007
interest rate increase of 05     02 06
interest rate decrease of 05     02 06
41 principal subsidiary undertakings
information on the principal subsidiary undertakings included in the consolidated accounts at 31 may 2008 is provided in note d of  
the company accounts misys plc annual report 2008  91
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account manager – vw  designer – sc  setting – lm proof 4
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audit opinion for the misys plc parent company only
independent auditors’ report to the members of misys plc
we have audited the parent company financial statements of 
misys plc for the year ended 31 may 2008 which comprise the 
balance sheet and the related notes these parent company 
financial statements have been prepared under the accounting 
policies set out therein we have also audited the information in 
the directors’ remuneration report that is described as having 
been audited we have reported separately on the group financial 
statements of misys plc for the year ended 31 may 2008
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report 
the directors’ remuneration report and the parent company 
financial statements in accordance with applicable law and united 
kingdom accounting standards united kingdom generally 
accepted accounting practice are set out in the statement of 
directors’ responsibilities
our responsibility is to audit the parent company financial 
statements and the part of the directors’ remuneration report to 
be audited in accordance with relevant legal and regulatory 
requirements and international standards on auditing uk and 
ireland this report including the opinion has been prepared for 
and only for the company’s members as a body in accordance 
with section 235 of the companies act 1985 and for no other 
purpose we do not in giving this opinion 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
we report to you our opinion as to whether the parent company 
financial statements give a true and fair view and whether the 
parent company financial statements and the part of the 
directors’ remuneration report to be audited have been properly 
prepared in accordance with the companies act 1985 we also 
report to you whether in our opinion the information given in the 
directors’ report is consistent with the parent company financial 
statements the information given in the directors’ report 
includes that specific information presented in the chairman’s 
statement chief executive’s review operational review and 
financial review that is cross referred from the business review 
section of the directors’ report
in addition we report to you if in our opinion the company has 
not kept proper accounting records if we have not received all the 
information and explanations we require for our audit or if 
information specified by law regarding directors’ remuneration 
and other transactions is not disclosed we read other information 
contained in the annual report and consider whether it is 
consistent with the audited parent company financial statements 
the other information comprises only the information listed on 
the contents page of the annual report we consider the 
implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the parent 
company financial statements our responsibilities do not extend 
to any other information
basis of audit opinion
we conducted our audit in accordance with international 
standards on auditing uk and ireland issued by the auditing 
practices board an audit includes examination on a test basis  
of evidence relevant to the amounts and disclosures in the  
parent company financial statements and the part of the 
directors’ remuneration report to be audited it also includes  
an assessment of the significant estimates and judgments  
made by the directors in the preparation of the parent company 
financial statements and of whether the accounting policies  
are appropriate to the company’s circumstances consistently 
applied and adequately disclosed
we planned and performed our audit so as to obtain all the 
information and explanations which we considered necessary in 
order to provide us with sufficient evidence to give reasonable 
assurance that the parent company financial statements and the 
part of the directors’ remuneration report to be audited are free 
from material misstatement whether caused by fraud or other 
irregularity or error in forming our opinion we also evaluated the 
overall adequacy of the presentation of information in the parent 
company financial statements and the part of the directors’ 
remuneration report to be audited
opinion
in our opinion
• the parent company financial statements give a true and fair 
view in accordance with united kingdom generally accepted 
accounting practice of the state of the c ompany’s affairs as  
at 31 may 2008 and of its loss for the year then ended
• the parent company financial statements and the part of the 
directors’ remuneration report to be audited have been 
properly prepared in accordance with the c ompanies act 
1985 and
• the information given in the directors’ report is consistent 
with the parent company financial statements
pricewaterhousecoopers llp
chartered accountants and registered auditors
london
24 july 2008
 
financial statements 92  misys plc annual report 2008
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financial statements
company balance sheet
as at 31 may 2008
all figures in £ millions    note 2008 2007
fixed assets
tangible assets    c 40 11
investments in subsidiary undertakings    d 892 893
amounts due from subsidiary undertakings     4663 6746
     5595 7650
current assets
debtors    e 2597 231
derivative financial instruments    f 15 10
cash at bank and in hand     110 27
     2722 268
creditors falling due within one year
loans and overdrafts    g 125 431
derivative financial instruments    f 10 08
other creditors    h 2598 695
provisions for liabilities and charges     26 –
     2759 1134
net current liabilities     37 866
total assets less current liabilities     5558 6784
creditors falling due after more than one year
bank loans    g – 1760
amounts due to subsidiary undertakings     2830 1982
provisions for liabilities and charges     35 –
net assets     2693 3042
capital and reserves
called up share capital    k 55 55
share premium account    k 673 673
capital redemption reserve    k 03 03
profit and loss account    l 1962 2311
equity shareholders’ funds     2693 3042
approved by the board
mike lawrie
jim malone
24 july 2008 misys plc annual report 2008  93
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notes to the company financial statements
a accounting convention and policies
accounting convention
the financial statements have been prepared under the historical 
cost convention except as described under the headings ‘share 
incentive schemes’ and ’derivative financial instruments and 
hedge accounting’ in accordance with the applicable united 
kingdom accounting standards the companies act 1985 and  
the accounting policies set out below
share incentive schemes
the group operates several equitysettled sharebased 
compensation plans the fair value of the employee services 
received in exchange for the grant of the options is recognised as 
an expense the total amount to be expensed over the vesting 
period is determined by reference to the fair value of the options 
granted excluding the impact of any nonmarket vesting 
conditions for example profitability and sales growth targets 
nonmarket vesting conditions are included in assumptions about 
the number of options that are expected to become exercisable
at each balance sheet date a revised estimate is made of the 
number of options that are expected to become exercisable if the 
revised estimate differs from the original estimate the charge to 
the profit and loss account is adjusted over the remaining vesting 
period of the options
the sharebased payment charge is recharged as an expense to 
the relevant employing subsidiary
taxation
t axation is that chargeable on the profits for the period together 
with deferred taxation deferred taxation is recognised using the 
liability method in respect of all temporary differences that have 
originated but not reversed at the balance sheet date where 
transactions or events have occurred at that date that will result in 
an obligation to pay more or a right to pay less tax in the future
fixed assets
fixed assets are stated at cost less accumulated depreciation 
depreciation is calculated on a straight line basis so as to write 
off the cost less estimated residual value of each asset over its 
expected useful life the residual values and useful economic 
lives of fixed assets are reviewed annually freehold land is not 
depreciated the useful lives by major class of asset applied from 
the date of purchase are
freehold and leasehold property   50 years
short leasehold property   over lease term
investments
investments are shown at cost less any provision considered 
necessary for impairment the need for any impairment write down 
is assessed by comparison of the carrying value of the asset against 
the higher of net realisable value or value in use the value in use is 
determined from estimated discounted future cash flows discount 
rates used are based on the cost of capital of the company
prepayments
t he c ompany recognises transaction costs in ‘prepayments’ at the 
balance sheet date in respect of costs incurred on acquisitions or 
disposals of subsidiaries where it is considered probable that the 
transaction will complete after the balance sheet date
bank loans and overdrafts
bank loans and overdrafts are initially recognised at fair value 
less directly attributable transaction costs and are subsequently 
measured at amortised cost using the effective interest method 
the difference between the proceeds net of transaction costs 
and the redemption value is recognised in the profit and loss 
account over the period of the borrowings
derivative financial instruments and hedge accounting
derivatives are initially recognised at fair value on the date a 
derivative contract is entered into and are subsequently 
remeasured at fair value the method of recognising the resulting 
gain or loss depends on whether the derivative is designated as a 
hedging instrument and if so the nature of the item being 
hedged changes in the fair value of derivative financial 
instruments where they are not designated as hedging 
instruments are recognised in the profit and loss account
hedge accounting
the business activities of the group expose it to financial risks 
that arise from changes in both foreign exchange rates and 
interest rates the company on behalf of the group uses forward 
currency contracts and interest rate caps to hedge these 
exposures in accordance with its treasury policy the group does 
not enter into derivatives for speculative purposes
the group designates certain derivatives as either
a hedges of the fair value of recognised assets or liabilities  
or a firm commitment fair value hedges
b hedges of a particular risk associated with a recognised  
asset or liability or a highly probable forecast transaction 
cash flow hedge or
c hedges of a net investment in a foreign operation
changes in the fair value of derivative financial instruments that 
are designated and effective as hedges of future cash flows are 
recognised directly in equity and any ineffective portion is 
recognised immediately in the profit and loss account if the item 
being hedged is a nonfinancial asset or liability then the gains or 
losses on the associated derivative that had previously been 
recognised in equity are included in the measurement of the asset 
or liability at the time it is recognised
conversely if the item being hedged is a financial asset or liability 
any amounts arising from changes in fair value that are deferred 
in equity are subsequently recognised in the profit and loss 
account in the same accounting period in which the hedged item 
affects net income
changes in the fair value of derivative financial instruments 
where they are not designated as effective hedges of future cash 
flows are recognised in the profit and loss account any changes 
in the fair value of the underlying transaction are also recognised 
in the profit and loss account where a financial instrument does 
not qualify for hedge accounting any changes in the fair value are 
recognised in the profit and loss account as it arises
hedge accounting of a transaction is discontinued when the 
hedging instrument is sold terminated or exercised or when the 
hedging instrument no longer qualifies for hedge accounting
under these circumstances any cumulative gain or loss on the 
hedging instrument which has already been recognised in equity 
is retained in equity until the transaction occurs however if a 
hedged transaction is no longer expected to occur any net 
cumulative gain or loss that has already been recognised in equity 
is immediately transferred to the profit and loss account
cash flow disclosure
the company is included within the consolidated financial 
statements of misys plc which are publicly available 
consequently the company has taken advantage of the exemption 
from preparing a cash flow statement under the terms of frs 1 
revised 1996 ‘cash flow statements’ 94  misys plc annual report 2008
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notes to the company financial statements
b profit for the year
as permitted by section 230 of the companies act 1985 the profit and loss account of the company is not presented as part of these 
financial statements the loss attributable to shareholders for the year is £32m 2007 profit of £1485m which includes auditors’ 
remuneration of £01m 2007 £01m
c tangible assets
all figures in £ millions     2008 2007
cost
at 1 june     15 15
additions     30 –
at 31 may     45 15
depreciation
at 1 june     04 03
charge for the year     01 01
at 31 may     05 04
net book value
at 31 may     40 11
included in the above analysis is £15m cost 2007 £15m and £05m accumulated depreciation 2007 £04m relating to freehold land 
and properties and costs of £nil 2007 £nil additions of £30m 2007 £nil and accumulated depreciation of £nil 2007 £nil relating to 
leasehold improvements
d investments in subsidiary undertakings
all figures in £ millions     2008 2007
cost
at 1 june     935 935
disposals     01 –
at 31 may     934 935
provisions for impairment
at 1 june     42 42
charge for the year     – –
at 31 may     42 42
net book value
at 31 may     892 893 misys plc annual report 2008  95
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principal subsidiary undertakings
the company is the beneficial owner of and has 100 of the nominal value and voting rights over all the equity share capital through 
subsidiary undertakings of the following principal operating subsidiary undertakings these develop and license application software 
products to customers in well defined vertical markets together with undertaking transaction processing professional services and 
ecommerce activities
 country of incorporation  
company name and operation markets served
banking and tcm
misys international banking systems gmbh germany global products and services in the
misys international banking systems inc usa following areas
misys international banking systems limited england and wales • wholesale international banking
misys international banking systems limited republic of ireland • retail and universal banking
misys international banking systems limited hong kong • enterprise risk management
misys international financial systems pte limited singapore • treasury and capital markets
misys international banking systems sa france • integration technology
misys international banking systems sa luxembourg • enterprisewide compliance
misys software solutions india private limited india    management
summit systems sa france 
summit systems inc usa 
summit systems international limited england and wales 
misys iq llc usa 
 country of incorporation  
company name and operation markets served
healthcare
misys healthcare systems llc usa us products and services in the
  following areas
  •  practice management systems 
for physicians
  • electronic medical records
  • mobile applications
  • patient scheduling
  • transaction services
  • homecare
in addition to the companies shown above the group also holds investments in a number of other subsidiary undertakings which in the 
directors’ opinion do not significantly affect the figures in the consolidated financial statements details of all group companies will be 
annexed to the company’s next annual return in compliance with section 231 and parts i and ii of schedule 5 of the companies act 1985
e debtors falling due within one year
all figures in £ millions     2008 2007
amounts due from subsidiary undertakings     2533 212
other debtors     09 11
prepayments     55 08
     2597 231 96  misys plc annual report 2008
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f derivative financial instruments
    31 may 2008  31 may 2007 
all figures in £ millions   assets liabilities assets liabilities
interest rate caps   – – 01 –
forward foreign currency contracts   15 10 09 08
   15 10 10 08
g loans and overdrafts
all figures in £ millions     2008 2007
bank loans and overdrafts     125 431
total falling due within one year     125 431
bank loans payable within two to five years     – 1760
total falling due after more than one year     – 1760
total     125 2191
h other creditors falling due within one year
all figures in £ millions     2008 2007
trade creditors     43 26
amounts due to subsidiary undertakings     2496 563
corporation tax     07 44
other taxation and social security     05 01
other creditors     08 09
accruals     39 52
     2598 695
i contingent liabilities
the company has entered into a netting arrangement with its bankers under which certain of the group’s liabilities may be offset by 
the funds held at bank by other group undertakings the directors are of the opinion that this arrangement does not have a material 
impact on the results and financial position of the company
contingent liabilities that are quantifiable arise from property rental guarantees that have been issued in the normal course of 
business and also from bonds that have been issued in support of tenders submitted to prospective customers these amount to 
£144m 2007 £133m
there are contingent liabilities that arise in the normal course of business in respect of guarantees in relation to subsidiaries these 
are not expected to result in a material gain or loss to the company
j called up share capital
the company has authorised share capital of 750000000 1p ordinary shares 2007 750000000 the table below reconciles the 
allotted and fully paid share capital to those shares not held by the company
  allotted fully paid  
all figures in numbers  share capital treasury mest esop net
at 1 june 2007  551727036 48906640 21333891 103272 481383233
purchase of own shares  – 1300000 173034 – 1473034
share options exercised  – 1979186 1065838 – 3045024
at 31 may 2008  551727036 48227454 20441087 103272 482955223
further information is provided in note 33 of the group accounts
notes to the co mpany financial statements misys plc annual report 2008  97
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misys plc annual report 2008  97
k share capital and reserves
    share capital profit 
   share premium redemption and loss 
all figures in £ millions   capital account reserve account
at 1 june 2007   55 673 03 2311
loss retained for the year   – – – 32
dividends paid   – – – 370
purchase of and other movements in own shares   – – – 29
share options settled from own shares   – – – 29
sharebased payments   – – – 53
at 31 may 2008   55 673 03 1962
    share capital profit 
   share premium redemption and loss 
all figures in £ millions   capital account reserve account
at 1 june 2006   55 672 03 1071
profit retained for the year   – – – 1485
dividends paid   – – – 349
purchase of and other movements in own shares   – – – 09
share options settled from own shares   – 01 – 64
sharebased payments   – – – 49
at 31 may 2007   55 673 03 2311
l profit and loss account
   retained  treasury own  
all figures in £ millions   earnings shares shares total
at 1 june 2007   3811 992 508 2311
total recognised income and expense for the period   32 – – 32
dividends paid   370 – – 370
share options settled from own shares   37 40 26 29
purchase of and other movements in own shares   – 25 04 29
sharebased payments   53 – – 53
at 31 may 2008   3425 977 486 1962 98  misys plc annual report 2008
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final  proofreader      final  ac manager
98  misys plc annual report 2008
five year financial record
 prepared under ifrs prepared under uk gaap
all figures in £ millions 2008 2007 2006 2005 2005 2004
revenue
banking 1598 1486 2666 2450 2450 2402
tcm¹ 1417 1251 – – – –
healthcare 1908 1960 2138 1942 1942 1931
continuing operations 4923 4697 4804 4392 4392 4333
discontinued operations uk gaap – – – – 4492 4666
 4923 4697 4804 4392 8884 8999
operating profit
banking 172 163 362 409 439 384
tcm¹ 321 284 – – – –
healthcare 376 206 326 281 295 304
central services 91 95 86 64 63 53
c ontinuing operations excluding  
exceptional items 778 558 602 626 671 635
exceptional items 254 370 173 – – –
goodwill amortisation for continuing operations – – – – 299 343
discontinued operations uk gaap – – – – 34 10
 524 188 429 626 406 302
non operating exceptional items – – – – 27 04
interest and other finance costs 35 148 192 133 103 75
profit on ordinary activities before taxation 489 40 237 493 276 231
tax on profit on ordinary activities 138 31 79 92 128 14
profit on ordinary activities after taxation 351 09 158 401 148 245
profit attributable to discontinued  
operations ifrs 782 141 1973 223 – –
equity minority interests – – – 04 04 06
profit attributable to shareholders 1133 150 2131 620 144 239
net funds debt 255 911 947 2188 2188 1832
 pence pence pence pence pence pence
adjusted basic earnings per share 140 146 143 148 156 148
adjusted diluted earnings per share 140 145 142 147 154 146
dividends per share 791 753 718 684 684 652
 number number number number number number
average number of employees
banking 1788 1790 2537 2521 2521 2629
tcm¹ 1066 892 – – – –
healthcare 1601 1597 1567 1497 1497 1446
central services 81 70 54 56 56 59
continuing operations 4536 4349 4158 4074 4074 4134
¹ results for tcm prior to 2007 are included within banking misys plc annual report 2008  99
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investor information
financial calendar
exdividend date for 2008 final dividend 30 july 2008
record date for 2008 final dividend 1 august 2008
annual general meeting 30 september 2008
final dividend of 495p per ordinary  
share to be paid 6 october 2008
announcement of 2009  
interim results provisional january 2009
preliminary announcement  
of 2009 results  provisional july 2009
annual general meeting
the agm will take place at 12 noon on tuesday 30 september 
2008 at the lincoln centre 18 lincoln’s inn fields london  
wc2a 3ed the notice of agm accompanies this report and  
will also be displayed on the corporate website
electronic communications
at the agm in 2007 shareholders passed a resolution enabling 
the company to take advantage of the electronic communications 
provisions in the companies act 2006
shareholder documents are only sent in hard copy to those 
shareholders who have made an election to receive documents in 
this form this allows the company to reduce costs and its impact 
on the environment
shareholders who have not elected to receive documents in hard 
copy will receive a letter at the time of their publication or 
notification by email if they have chosen this option advising that 
they are available electronically and how to access them
shareholders who have elected to receive documents in hard copy 
and wish to change to electronic communications should refer to 
the corporate website on how to do so
corporate website
this report and more information about the company’s activities 
and financial information is available on the corporate website at 
wwwmisyscom
misys share price
the misys share price is quoted in most uk daily national 
newspapers under ‘software  computer services’ ‘support 
services’ or ‘information technology’ sections
company secretary and registered office
dan fitz misys plc one kingdom street paddington  
london w2 6bl tel 44 0 20 3320 5000  
the company is registered in england no 1360027
registrar
equiniti aspect house spencer road lancing west sussex 
bn99 6da telephone from uk 0871 384 2070 from outside 
uk 44 0 121 433 8000 wwwshareviewcouk  
enquiries about holdings of misys plc shares should be  
directed in the first instance to the registrar
sharedealing services
this service has been established with jpmorgan cazenove 
limited and is designed to provide shareholders with a simple 
way of buying and selling misys shares by post further 
information can be obtained from jpmorgan cazenove limited  
at the address below
alternatively shareholders can make use of equiniti sharedealing 
facilities either by telephoning equiniti on 0871 384 2020  
uk only or by logging on to wwwshareviewcoukdealing
at the date of this report calls to 0871 numbers are charged at 8p per minute 
from a bt landline other telephony providers’ costs may vary
bankers
lloyds tsb bank plc
25 gresham street
london ec2v 7hn uk
legal advisers
allen  overy llp
one bishops square
london e1 6ao uk
debevoise  plimpton llp
919 third avenue
new york
new york 10022 usa
joint corporate brokers
jpmorgan cazenove limited 
20 moorgate london
ec2r 6da uk
deutsche bank ag london
winchester house
1 great winchester street
london ec2n 2db uk 
misys plc annual report 2008  99 100  misys plc annual report 2008
notes printed on heaven 42 which is produced using virgin wood fibre from fully sustainable forests 
in brazil sweden and germany with fsc certification 
all pulps used are elemental chlorine free ecf and manufactured at a mill that has been 
awarded the iso14001 and emas certificates for environmental management
the use of the fsc logo identifies products which contain wood from
wellmanaged forests certified in accordance with the rules of the forest stewardship council
designed and produced by salterbaxter
printed by granite colour
ttcoc002238 misys plc
one kingdom street
paddington
london w2 6bl uk
t 44 020 3320 5000
f 44 020 3320 1771
misys banking
one kingdom street
paddington
london w2 6bl uk
t 44 020 3320 5000
f 44 020 3320 1771 
misys treasury  capital markets
1180 avenue of the americas
4th floor
new york ny 10036 usa
t 1 212 898 9500
f 1 212 898 9510 
misys healthcare
8529 six forks road  
raleigh
north carolina 27615 usa
t 1 919 847 8102
f 1 919 846 15550 
misys open source solutions
1180 avenue of the americas
4th floor
new york ny 10036 usa
t 1 212 898 9500
f 1 212 898 9510
annual report 2008 
transformation for growth
to view the annual report online go to wwwmisyscomreport2008
misys plc annual report 2008


Summary:
 misys plc annual report 2008  01
performance highlights
misys returns to full year growth with group revenues  
of £492m up 6 on the prior year on a likeforlike basis  
5 on a statutory basis
total order intake £259m up 7
adjusted operating profit £81m up 37
statutory operating profit £52m
adjusted basic earnings per share from continuing operations 126p
proposed merger of misys healthcare with allscripts healthcare 
solutions on track
misys delivers results ahead of expectations for phase one of the 
turnaround strategy and raises targets for the next phase of the 
turnaround plan
misys is moving into the next phase of the turnaround plan  
building a platform for growth
 126p
adjusted basic earnings per share pence  
from continuing operations
£81m
adjusted operating profit £m
£492m
revenue £m
what did misys achieve in 200708
we fulfilled our promises achieving the tough 
targets we set for the business last year  
we focused on higher growth markets  
we launched high value solutions and services  
and we’re now transforming the way we 
operate through partnerships innovation 
and an even sharper focus on meeting our 
customers’ needs
mike lawrie chief executive
q
a
performance highlights
we want to be the best 
application software and services 
company delivering results for 
the most important industries in 
the world
mike lawrie chief executive