open to everyone
spire healthcare group plc 
annual report 2014
spire healthcare group plc  annual report 2014 spire healthcare group plc is one of the 
uk’s leading independent hospital groups  
our 39 hospitals and 13 clinics delivered 
care to more than 700000 patients last 
year while maintaining high levels of 
patient staff and consultant satisfaction
we put patients at the heart of everything 
we do our 7 170 fulltime equivalent  
staff and over 3750 experienced 
consultants are committed to providing 
patients with the highest standards of 
healthcare delivered with attentiveness 
kindness and compassion in modern  
highquality facilities
our care is open to everyone whether 
funded by private medical insurance  
pmi patients selfpaying or by the nhs
a continuous programme of investment  
in our hospitals and in some of the latest 
medical technology totalling more than 
£500 million including acquisitions since 
the group was formed is increasing our 
capacity to admit and treat patients 
and broadening the services we offer
independent 
healthcare –  
open to everyone
this annual report is also available on our website 
wwwspirehealthcarecomannualreport
important information 
these materials contain certain forwardlooking statements 
relating to the business of spire healthcare group plc the 
‘company’ including with respect to the progress timing and 
completion of the company’s development the company’s 
ability to treat attract and retain patients and customers 
its ability to engage consultants and gps and to operate 
its business and increase referrals the integration of prior 
acquisitions the company’s estimates for future performance 
and its estimates regarding anticipated operating results 
future revenues capital requirements shareholder structure 
and financing in addition even if the company’s actual 
results or development are consistent with the forward
looking statements contained in this presentation those 
results or developments may not be indicative of the 
company’s results or developments in the future in some 
cases you can identify forwardlooking statements by words 
such as “could” “should” “may” “expects” “aims” “targets” 
“anticipates” “believes” “intends” “estimates” or similar 
words these forwardlooking statements are based largely 
on the company’s current expectations as of the date of 
this presentation and are subject to a number of known 
and unknown risks and uncertainties and other factors that 
may cause actual results performance or achievements to be 
materially different from any future results performance or 
achievement expressed or implied by these forwardlooking 
statements in particular the company’s expectations could 
be affected by among other things uncertainties involved in 
the integration of acquisitions or new developments changes 
in legislation or the regulatory regime governing healthcare 
in the uk poor performance by consultants who practice at 
our facilities unexpected regulatory actions or suspensions 
competition in general the impact of global economic 
changes and the company’s ability to obtain or maintain 
accreditation or approval for its facilities or service lines 
in light of these risks and uncertainties there can be no 
assurance that the forwardlooking statements made during 
this presentation will in fact be realised and no representation 
or warranty is given as to the completeness or accuracy of 
the forwardlooking statements contained in these materials
the company is providing the information in these materials 
as of this date and we disclaim any intention or obligation 
to publicly update or revise any forwardlooking statements 
whether as a result of new information future events 
or otherwise
  including outpatient inpatient daycase and individual 
patients treated at least once during the year  financial highlights
 
revenue 120
£8560m
2013 £7645 million 
operating cashflow before 
exceptional items 477 
£1642m
2013 £1112m
2014 £8560m
2013 £7645m
2012 £7389m
2011 £6740m
2014 £1642m
2013 £1112m
patient discharges 102 
inpatient and daycase 
2603k
2013 2362k
adjusted diluted earnings  
per share
183p
2603k
2362k
2326k
2231k
2014
2013
2012
2011
2009
2014 183p
 
adjusted ebitda 61 
£1592m
2013 £1500 million 
 
profit for the year
£60m
2014 £1592m
2013 £1500m
2014 £60m
operating profit before  
exceptional items 27
£1141m
2013 £1111 million 
proposed final dividend per share 
pence 
18p
2014 £1141m
2013 £1111m
2014 18p
contents
strategic report
01 financial highlights
02 spire at a glance
04 chairman’s statement
06	 c h i ef 	 e x ec ut i v e 	 o f fi c e r’ s 	 st a t e m e n t	
12 our market 
14 our business model 
16 the spire difference 
18 our strategy 
24 key performance indicators 
28 financial review 
38 clinical review 
40 operating review
42 our people
44  corporate social responsibility
48 risk management and internal control
52 principal risks
governance
56 our board of directors
58 executive management team 
59 chairman’s governance letter
60 corporate governance
67  audit and risk committee report
70  clinical governance and  
safety committee report
72 nomination committee report 
74 directors’ remuneration report
89 directors’ report
92  statement of directors’ responsibilities
financial statements
93 independent auditor’s report
9 7	 c o n s o l i d a t ed 	 fi n a n c i a l 	 st a t e m e n ts
1 0 2 	 n ot e s 	 t o 	 t h e 	 fi n a n c i a l 	 st a t e m e n ts
1 2 7	 	 p a r e n t 	 c o m p a n y 	 fi n a n c i a l	 st a t e m e n t s
shareholder information
133 additional shareholder information
135 glossary 
  operating profit adjusted to add back depreciation 
and exceptional items and to adjust the comparator to 
conform the property rental base referred to hereafter 
as ‘adjusted ebitda’ 
  calculated as proforma profit after tax divided by the 
number of ordinary shares in issue on admission proforma 
profit is calculated as earnings after tax adjusted for the 
capital restructuring exceptional items and the profit 
on asset disposal detailed on page 34
  operating cashflow adjusted to add back the cashflow 
effect of exceptional items
spire healthcare group plc annual report 2014 01
strategic report
governance
financial statements
shareholder information source company – inpatient and daycase discharges
spire at a glance
spire healthcare provides inpatient daycase and outpatient 
care from 39 hospitals 13 clinics and one specialist care centre 
throughout the uk 
we also own and operate a sports medicine physiotherapy 
and rehabilitation brand perform a screening service 
lifescan as well as national pathology services
what we provide
providing highquality patient care is our top priority to improve our patient 
offering we invest consistently in a wide range of services and treatments 
at each stage of the care pathway from initial gp referral through 
consultation diagnosis and treatment to recovery and rehabilitation
key events
• admitted to the london stock exchange following 
our successful initial public offering ipo 
•  acquisition of st anthony’s hospital in cheam
• new collaborative sixyear agreement with bupa 
starting 1 april 2015
• 	 o pe n ed 	 o u r 	 fi r st 	 st a n d a l o n e 	 r ad iot h e r a p y 	 s pec i a l i st	
care centre in bristol
•  submitted plans for a second radiotherapy centre 
to be built at great baddow near chelmsford essex 
which were approved in 2015
•  opened a cardiac catheterisation laboratory in cardiff
•  submitted plans for a new hospital in manchester  
in partnership with siemens which were approved 
in 2015
• submitted plans for a new hospital in nottingham 
which were approved in 2015
•  recognised as private hospital group of the year  
in the healthinvestor awards 
who we serve
o u r 	 h o s p it a l s 	 s p a n 	 t h e 	 c o u n t r y  	 s e r v i n g 	 a 	 d i v e r s ifi ed 	
patient mix made up of private medical insurance pmi 
selfpay and nhs patients
patient discharges
367
155
478
 pmi 478
 nhs 367
 selfpay 155
primary care
working with gps to facilitate speedy convenient  
and fully informed referrals enabling patients  
to make an informed choice at the start of their  
care pathway 
consultants
providing highquality facilities a wide range  
of services and highly trained staff so that  
our experienced consultants can deliver  
outstanding healthcare 
diagnostics
investing in the latest scanning technology skilled  
clinicians and comprehensive pathology services to  
provide prompt and accurate diagnoses giving patients 
reassurance that comes from a clear treatment plan
treatment and surgery
offering a full range of treatment and surgery  
including some of the most acute complex and  
specialist procedures across our 39 hospitals  
nationwide providing choice to patients
recovery 
from high dependency and intensive care  
units to our integrated sports injury rehabilitation  
facility getting patients back on their feet as fast  
as possible
02
strategic report
spire healthcare group plc annual report 2014 where we are
hospitals 
east of england 
1 cambridge lea
2 harpenden
3 hartswood
4 norwich
5 wellesley
london 
6 bushey
7 gatwick park
8 roding
9 st anthony’s 
10 thames valley
midlands 
11 leicester
12 little aston 
13 parkway
14 south bank 
north east  
 yorkshire 
15 elland
1 6  hu l l a n d  
east riding 
17 leeds
18 methley park
19 washington 
north west 
20 cheshire
21 fylde coast
22 liverpool
23 manchester
24 murrayfield 
25 regency
scotland 
26 murrayfield 
27 shawfair park
south east 
28 alexandra
29 clare park
30 dunedin 
31 portsmouth
32 southampton
33 st saviour’s 
34 sussex
35 tunbridge wells
36 brighton
south west 
3 7  b r i s t o l h o sp i t al 
wales 
38 cardiff
39 yale
clinics 
40 windsor 
41 droitwich
42 malvern 
43 dewsbury
44 harrogate 
45 ilkley 
46 newcastle
47 formby
48 lytham
49 hale 
50 livingston
51 whitstable
5 2  a b er ge l e
radiotherapy  
centre
5 3  t h e b r i s t o l 
specialist 
care centre
51
40
42
41
52
49
43
47
44
45
48
46
50
36
34
33
35
7
29
30
10
6
2
8
3
9
5
28
31
32
38
1
11
13
14
12
25
20
23
15
18
17
19
27
26
16
21
22
24
39
4
53
37
  spire hospitals
  spire clinics
  radiotherapy centre
03
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 2014 was a remarkable year for spire 
healthcare not only did we become 
a public company but we also bought a 
hospital in cheam greater london opened 
our first cancer treatment centre in bristol 
finalised a new agreement with bupa and 
reached the end of the two year industry
wide investigation with the competition 
and markets authority cma – all while 
providing highquality care to more patients 
than ever and achieving our highest patient 
and consultant satisfaction scores
chairman’s statement 
a remarkable year
t
his is spire healthcare’s first annual 
report following our successful 
initial public offering ipo in july 
2014 we have been well received 
as a public company the combination of a 
growing market and awardwinning clinical 
outcomes coupled with our diversified payor 
mix and strong investment strategy has led 
to a high and sustained degree of interest 
from uk and international investors
financial performance
our financial performance in 2014 was 
strong our seventh full successive year  
of growth resulted in total revenue of  
£8560 million and an operating profit 
of £1141 million we continue to invest 
significantly in new services treatments 
hospitals and equipment in the last year 
we have invested £1051 million across 
these areas developing further our key 
role in the uk healthcare economy
garry watts
chairman
 operating profit adjusted to add back exceptional items
04
strategic report
spire healthcare group plc annual report 2014 governance
as part of the ipo we appointed four 
experienced nonexecutive directors to our 
board in june 2014 they have significantly 
strengthened the range of skills and 
expertise in the boardroom and are helping 
to guide the company through its inaugural 
phase as a public entity and into the future 
john gildersleeve our deputy chairman 
has extensive retail and plc experience 
having served on the boards of lloyds 
tsb bank plc vodafone group plc and 
as a director of tesco plc for 20 years 
until he retired in 2004 he is the current 
chairman of the british land company plc 
john chairs our nomination committee
dame janet husband brings with her 
a vast range of clinical expertise she is 
emeritus professor of radiology at the 
institute of cancer research and currently 
serves on the boards of royal marsden 
nhs foundation trust and nuada medical 
group janet chairs our clinical governance 
and safety committee
robert lerwill an experienced finance 
director currently serves as a nonexecutive 
director of itc limited a large indian 
conglomerate and dji holdings plc  
his depth of experience across health  
and telecommunications means he brings  
a unique perspective on our business  
robert chairs our audit and risk committee
tony bourne is familiar with the healthcare 
sector having served as ceo at the british 
medical association for nine years he 
is currently a nonexecutive director at 
various companies including barchester 
healthcare and bioquell plc tony chairs 
the remuneration committee
further information on our governance 
can be found on pages 56 to 92
dividend
as indicated in our ipo prospectus we intend 
to adopt a progressive dividend policy based 
on a payout ratio of around 20 of profit 
after taxation each financial year in the 
approximate proportions of onethird 
interim and twothirds final respectively 
of the total annual dividend
subject to shareholder approval the 
company will pay a final dividend in respect 
of the current financial year of 18 pence per 
ordinary share 
people
i would like on behalf of the board to  
extend a heartfelt thank you to everyone  
at spire healthcare for their extraordinary 
performance during 2014 of particular  
note was the role of the management  
team during the flotation process the  
float was achieved during tricky market 
conditions and under strict timeframes 
their dedication reflects the distinct  
culture at spire and supports our value  
of driving excellence
our hospital staff continued to deliver 
excellent care throughout the year 
illustrated by further improvement in our 
patient satisfaction scores it is our culture 
supported by our values that enables us 
to continue to deliver to those that matter 
most – our patients
the future
our results this year have been strong we 
have further developed and strengthened 
our relationships with insurers and the nhs 
and we are confident of continued growth 
across all our payors the success of the ipo 
has been pleasing there will be challenges 
ahead but i know with the great team we 
have in place we can look forward to the 
future with confidence
garry watts
chairman
with the great 
team we have 
in place we can 
look forward 
to the future 
with confidence
93
patient satisfaction 2013 92
92
of staff believe what they do makes 
a positive difference 2013 91 
£1051m
invested in 2014 including st anthony’s 
acquisition 2013 £537 million 
05
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 spire has again delivered excellent results 
for its patients consultants and with 
its strong financial performance in 2014  
its investors with our dedicated staff  
and experienced management team 
a  track record of investment discipline 
and  a focus on increasing productivity 
we are well placed to build on our 
position as a market leader 
chief executive officer’s statement 
a key part of the uk’s healthcare system
s
pire healthcare aims to be the uk’s 
leading independent hospital group 
in 2014 we delivered tailored 
personalised care to over 260000 
inpatient and daycase patients an increase 
of 102 on the prior year in total including 
outpatient visits we saw over 700000 
patients in june our outstanding performance 
was recognised when spire healthcare was 
named private hospital group of the year at 
the 2014 healthinvestor awards the main 
awards for our industry
patient care – the heart  
of our business
we aim to deliver care and clinical outcomes 
of the highest quality for our patients they 
are our first priority
we had no incidents of mrsa and our  
mssa and cdifficile infection rates both  
at 030 per 10000 bed days were lower  
than the equivalent nhs rates of 079  
and 147 respectively 
rob roger
chief executive officer
06
strategic report
spire healthcare group plc annual report 2014 across all our hospitals our care quality 
commission cqc compliance rate was 
995 compared to an independent health 
sector average of 90 and a national average 
of 85
the outstanding quality of our care is 
reflected in our patient surveys where 
93 of patients rated spire as ‘excellent’ or 
‘very good’ and in our survey of consultant 
satisfaction where 79 rated us as 
‘excellent’ or ‘very good’ and 97 would 
recommend us to their friends and family 
our reputation is built on our clinical 
performance and these results are a 
testament to the leadership of our clinical 
team and the work of our staff it is their 
skills care and commitment delivered day 
and night that makes spire what it is today
further details of our clinical performance 
can be found in the clinical and operating 
reviews on pages 38 to 41 and a review of 
the board’s clinical governance and safety 
committee’s oversight can be found on 
pages 70 to 71 
strong performance
overall revenue for the year grew 120 
to £8560 million 2013 £7645 million 
with positive contributions from all three of 
our major payor groups – pmi selfpay and 
nhs even though we had a higher nhs mix 
which traditionally has a lower margin with 
continued productivity and costefficiency 
improvements this growth generated 
an increase of 61 in adjusted ebitda 
to £1592 million 2013 £1500 million 
operating profit before exceptional 
items increased 27 to £1141 million 
2013 £1111 million and cash conversion 
reached 1031
while we invested £1051 million during 
the year across the business including the 
acquisition of st anthony’s hospital capital 
restructuring at the time of the ipo reduced 
net debt to £4243 million at year end with 
a further £100 million committed undrawn 
loan facility we are well positioned to invest 
in the next phase of our development
further details of our financial performance 
can be found in simon gordon’s financial 
review on pages 28 to 35 
our year in brief
spire’s ipo in july 2014 marked a significant 
step forward in our corporate development 
while the ipo involved considerable 
management time the strength in depth of 
our team meant that the business continued 
to develop positively across all our areas of 
strategic focus 
investing in our core businesses
investment in increased capacity continued 
throughout the year
most significantly in may we completed 
the acquisition of st anthony’s a 92bed 
four theatre private hospital located in 
cheam with room for further expansion 
st anthony’s will be a central platform 
for spire’s continued growth in cardiology 
and other areas of acute care and is another 
step in our strategy to build services in and 
around greater london the acquisition 
received cma approval in september 
spire southampton hospital’s new £2 million 
perform sports medicine centre opened  
in june including the flagship facility at  
st george’s park we now have 10 perform 
centres nationwide
also in june spire cheshire hospital opened 
a new orthopaedic centre including 
onsite mri and ct scanning and upgraded 
outpatient waiting areas while spire 
cambridge lea hospital opened a new 
£14 million stateoftheart reception 
and outpatient suite
new operating theatres were opened at 
spire cardiff harpenden and south bank 
hospitals in the year significantly increasing 
our capacity in these hospitals
2014 highlights
st anthony’s – our latest hospital
acquired in 2014 st anthony’s is the 
next step in extending our coverage 
in and around london
 see pages 10 and 11 
bristol – our first standalone 
radiotherapy centre
our bristol radiotherapy specialist  
care centre is spire’s first endtoend 
cancer pathway facility 
 see pages 22 and 23
harpenden – investing in new 
capacity to meet demand
new theatre and outpatient  
areas opened in 2014 in 
response to local demand 
 see pages 36 and 37
hull and east riding –  
working with the nhs
a chronic pain infusion service and 
a specialist team of pain consultant 
anaesthetists built up to meet 
specific nhs requirements
 see pages 46 and 47
07
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 focus on key payor groups
pmi 
• deepen our relationships with 
key insurers
• increase and deepen our relationships 
with gps as referrers
• continue to expand our higher acuity 
healthcare offer 
selfpay 
• continue to engage with gps 
particularly regarding areas 
of nhs service constraint
• extend transparent pricing 
and quality reporting
• increase brand awareness
nhs 
• continue to build key 
nhs relationships
• expand our service offering 
• invest to meet specific nhs needs
chief executive officer’s statement 
continued
developing our service offering
we continued to develop our higher 
acuity services particularly in oncology 
and cardiology 
our first dedicated radiotherapy centre the 
£131 million specialist care centre in bristol 
opened in april and our £29 million cardiac 
catheterisation lab in cardiff was completed 
in may 
the launch of a new cataracts pathway 
enabled us to reduce the cost of treatment 
with the result that 93 more patients were 
attracted to our facilities during the year
we continue to offer fertility treatment at 
some of our hospitals but in line with our 
strategic focus we sold our interest in the 
standalone london fertility clinic in august
we have taken steps to further strengthen 
our operational management with the 
appointment of four operations directors 
rob anderson karen newton paul o’conor 
and nicola amery to replace the single role 
of chief operations officer formerly held 
by andrew gore further details of our 
operating performance can be found in 
my operating review on pages 40 and 41
developing relationships with key 
stakeholders
in november we concluded a new  
longterm agreement with bupa the uk’s 
leading private medical insurer following 
the conclusion of the cma review of the 
independent healthcare sector this 
represents a decisive shift to a more 
partnershipstyle approach aiming to  
build on our current excellent working 
relationship in order to drive volume  
growth in independent patient numbers 
based on affordable healthcare particularly 
for outpatients and outstanding clinical 
outcomes the agreement runs from  
1 april 2015 for a minimum of four years 
with prices agreed for up to six years
we are pursuing a range of development 
and engagement activities with our pmi 
and other stakeholders more details of 
which can be found under our strategy 
on pages 18 to 21
regulation and governance
in october 2014 the cma published its final 
order for measures to increase competition 
in the independent healthcare market after 
its inquiry we welcomed the recognition 
that there needs to be transparency of 
arrangements between hospitals and 
consultants and support the drive to 
establish an industrywide information 
organisation to be the repository for quality 
indicators and measures we fully support 
initiatives that help patients and gps feel 
confident when choosing their healthcare 
provider and we continue to work with our 
consultants to implement the final order
in march 2014 we published the findings of 
a report by independent consultancy verita 
into the work of consultant surgeon mr ian 
paterson at our spire little aston and 
parkway hospitals we commissioned the 
report in april 2013 following a separate 
nhs review into mr paterson’s work on 
breast cancer patients 
the report criticised us for failing to monitor 
mr paterson’s work properly and for our 
handling of subsequent complaints 
i immediately gave a full and unreserved 
apology to all of the patients and their 
families for any distress they suffered as 
a result of their treatment by mr paterson 
while he was a surgeon at our hospitals and 
committed spire to reviewing our processes 
in order to ensure that such a situation could 
never happen again
08
strategic report
spire healthcare group plc annual report 2014 open to everyone
the overall uk healthcare market is subject 
to three major trends – our growing and 
ageing population the increasing incidence 
of acute and chronic longterm conditions 
and the continued development of new 
often expensive technologies and treatments 
these factors contribute to independent 
forecasts of growth in healthcare demand 
exceeding 5 a year over the next five years 
set against realistic forecasts of gdp and 
public funding growth the nhs projects a 
growing supply and funding gap that could 
reach approximately £35bn per annum 
by 20202021 
we cannot provide the whole answer but 
the independent healthcare sector is in a 
position to help meet this demand working 
with the nhs as part of the overall uk 
healthcare system
strategy 
our strategy is based on four pillars 
first we will continue to focus on our 
relationships with each of our three major 
payor groups – pmi selfpay and the nhs 
– developing targeted responses to their 
individual requirements 
second we will leverage and develop our 
existing wellinvested and scalable hospitals 
maximising existing capacity and opening 
new theatres to meet growing demand 
we will continue to build relationships 
with our patients their referring gps and 
the consultants who provide treatment 
in our hospitals 
third we will develop new sites and services 
targeting identified growth areas such 
as radiotherapy and cancer care but also 
orthopaedics cardiac and general surgery 
and acquiring or building new hospitals 
in areas where spire is underrepresented 
including london
fourth we will continue to drive productivity 
improvement and cost management both 
centrally and locally
our strategy is already delivering across all 
these pillars in line with best practice for 
public company strategic reporting further 
details follow my review we include an 
analysis of our market our business model 
more detail of our strategy in action and 
the key performance indicators kpis 
we use to judge our progress 
outlook – a picture of health
as i said at the time of our ipo and in 
subsequent meetings with shareholders 
and potential investors i believe that spire 
is ideally positioned for its next phase of 
development ready to capture a growing 
share of the uk’s expanding independent 
healthcare market and provide much 
needed additional capacity in areas 
such as radiotherapy and cancer care 
we have a strong track record of investment 
and growth based on a culture of clinical 
excellence and care that is highly valued 
by consultants gps payors and patients 
we are well capitalised and able to fund 
further service and geographical growth 
and we have a clear strategy in place 
focused on meeting the requirements 
of all of our stakeholders
supported by spire’s outstanding team 
i look forward to an exciting future
rob roger
chief executive officer 
overall revenue 
for the year grew 
120 with positive 
contributions from 
all three of our major 
payor groups
revenue 120
£8560m
2013 £7645 million 
adjusted ebitda 61 
£1592m
2013 £1500 million
continued productivity and  
costefficiency improvements 
help generate an increase of 61 
operating profit before  
exceptional items 27
£1141m
2013 £1111 million
operating profit before exceptional  
items increased 27 and cash conversion 
reached 1031
rob roger and the ipo team proudly 
launches spire’s first day of trading 
09
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 building our network 
through acquisition
at st anthony’s we have inherited a uniquely caring  
ethos from the daughters of the cross our challenge  
is to develop the hospital and treat more patients  
without losing any of that spirit
 where are we 
st anthony’s in cheam surrey
open to everyone
strategic report £27m
investment plan for spire  
st anthony’s hospital
located in cheam only seven miles  
from london bridge the acquisition  
of spire st anthony’s hospital is 
part of our strategy to extend spire’s 
coverage in and around london
founded in 1904 by the daughters 
of the cross of liege st anthony’s is 
a 92bed four theatre hospital with an 
eight bed itu skilled and dedicated staff 
are able to deliver highquality healthcare 
in a calm and peaceful environment
we acquired st anthony’s in 2014 
as part of our london development 
strategy and following cma approval 
have commenced an integration and 
development programme spire protocols 
administration and procurement are 
already improving efficiency
a £27 million investment plan including 
six new stateoftheart theatres will 
provide additional facilities for complex 
surgery and high acuity treatments
 london bridge station
 st anthony’s hospital
 spire hospitals
7 miles
strategic report
governance
financial statements
shareholder information our market
the main provider for primary 
secondary and tertiary care 
throughout the country is the 
nhs – in 2013–2014 in england 
its budget was £956 billion 
in wales £58 billion and 
in scotland £107 billion 
spire’s principal market is  
private acute healthcare  
worth as a sector an estimated 
£7 17 billion in 2013 according  
to laingbuisson this figure 
includes fees paid to consultants 
as well as to private providers 
such as spire
the funding gap
public spending on the nhs has increased 
faster than general inflation for decades 
from 35 of gdp in the year after its 
establishment to 7 9 in the last year 
before the financial crisis 
since then nhs funding has tightened  
in the absence of significant tax increases  
or nonhealthcare spending cuts funding 
constraints are forecast to continue 
throughout the next parliament
at the same time the king’s fund reports 
that the population of england scotland 
and wales will grow by some five million 
over the next decade and the population 
of those aged 65 and over will grow by 
nearly half by 2032 
 source office for national statistics
as the population ages the incidence of 
longterm and chronic conditions is also 
expected to rise
as a result of these and other factors  
nhs england expects a funding gap between 
healthcare demand and projected nhs 
budgets of £30–35 billion per annum by 
2020–2021 
to put that in context funding £30 billion 
equates to approximately 55 pence on vat 
or 7 pence on the basic rate of income tax
bridging this gap presents an opportunity  
for the independent sector given its capacity 
to provide capital to play an increasing  
role in an integrated multiprovider 
healthcare system
the total uk healthcare market was estimated  
by the office for national statistics to be worth  
£144 billion in 2012 
sources of funding for  
independent acute medical 
surgical hospitals  clinics uk 2013
cancer obesity and diabetes 
incidence rates in uk 1993–2011  
per 100000
the healthcare supply gap is wide  
and growing rapidly
93 95 97 99 01 03 05 07 09 11
325
350
375
400
425
450
0
28000
24000
20000
16000
12000
8000
4000
2013–2014
2012
nhs funding progression 
£bn – ye march
2011
2020–2021
estimated 
funding gap 
c £35bn
20
55 160
110
fy2014–2021
cagr
 private medical cover 464
 nhs 297
 uk private selfpay 164
 international private funding 75
 cancer lhs 98
 obesity rhs 691
 diabetes rhs 619 nhs 2013–2014 £106bn 2020–2021 £121bn
 private 2013–2014 £5bn 2020–2021 £5bn
 market opportunity 2020–2021 £35bn
source laingbuisson private acute medical care 2013  
pesa 2013 nhs england company calculations source laingbuisson source cancer research uk hse euromonitor
12
strategic report
spire healthcare group plc annual report 2014 payors
private healthcare in the uk has three 
main payors – pmi selfpay and the nhs 
pmi
the pmi market is dominated by four 
providers bupa axa aviva and vitality 
formally pruhealth which together 
account for over 87 of the market their 
revenues are split between ‘corporate’ a 
benefit provided to employees by employers 
which accounted for an estimated 78 
of the total in 2012 laingbuisson and 
‘individual’ that is pmi taken out by private 
individuals which makes up the balance 
altogether laingbuisson estimates 108 of 
the uk population equivalent to 6890000 
people had pmi in 2012
pmi provides almost half of uk private 
hospital revenues and historically growth 
in lives covered has roughly tracked growth 
in gdp  linked to corporate performance 
and personal incomes the number of 
people covered by pmi declined slightly 
in the recession after 2008 but is forecast 
to grow as the economic recovery 
gathers momentum 
the individual pmi market largely retirees 
from corporate schemes has proved to 
be pricesensitive and has declined as 
a proportion of the market since the 
mid 1990s private medical insurers 
are responding to pressure for increased 
affordability negotiating keener prices from 
suppliers and consultants and developing 
‘white label’ selfpay products such as bupa 
on demand
selfpay 
patients without medical insurance are 
increasingly paying for private medical 
treatment themselves historically this 
growth has been disproportionately 
attributed to the purchase of cosmetic  
cardiac and orthopaedic procedures but 
there is emerging evidence that the selfpay 
sector of the market will continue to grow 
as people choose to pay for other procedures 
and treatments
factors driving growth include increasing 
nhs waiting times constraints imposed by 
nhs clinical commissioning groups ccgs 
on the reimbursement of some procedures 
the price and level of exclusions applied to 
traditional pmi products the development 
of more affordable and fixed price offerings 
and greater awareness and changing 
perceptions of selfpay medical care 
nhs 
the nhs uses the independent acute 
medical sector extensively to meet capacity 
needs and waiting time targets between 
2004 and 2012 inclusive nhs spending on 
independent sector acute medical care more 
than quadrupled reaching some £12 billion 
in 2012 laingbuisson nhs england figures 
show over 100000 patients being admitted 
to independent sector hospitals in the last 
quarter of 2013 alone with a further 160000 
gp referrals of nhs patients for independent 
sector outpatient appointments over the 
same period 
nhs patients are treated in the independent 
sector in england under the any qualified 
provider patient choice provisions introduced 
in 2007–2008 and facilitated by the online 
choose and book portal or through local 
hospitals and ccgs contracting for demand 
and waiting list management 
the nhs’s payment by results system is 
based on nationally determined currencies 
and tariffs for treatments modified 
to reflect differences in regional costs 
but applied equally to public and private 
healthcare providers 
our principal competitors
the private acute medical sector is made up 
of hospitals and clinics owned and operated 
by a variety of companies and voluntary 
organisations together with private patient 
units ppus and pay beds within the nhs
spire’s principal competitors are hca 
holdings inc hospital corporation of 
america whose seven hospitals are 
concentrated in london where it is the main 
provider bmi healthcare owned by general 
healthcare group ltd and in turn by listed 
south african hospital group netcare ltd 
and apax partners llp nuffield health a 
notforprofit provider and ramsay health 
care uk the uk subsidiary of an australian 
international healthcare group which 
handles a particularly high proportion 
of nhs work
uk pmi principal providers –  
market share 2013
public funded private acute  
care market
relative market share – uk private 
hospital networks – 2013
2013 £1524m
2012 £1307m
2011 £1085m
 bupa 380
 axa ppp healthcare 255
 aviva 135
 vitality pruhealth 100
 other 13
870
 general healthcare group 181
 spire healthcare 162
 hca holdings inc 159
 nuffield health 97
 ramsay health care uk 79
 other 322
405
2011 to 2013
source laingbuisson source laingbuisson source laingbuisson 
13
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 diagnostic 
16

 
outpatient  
services
15

inpatient daycase  
procedures
69

our business model
spire provides a range of healthcare services to patients from  
39 hospitals and 13 clinics across england wales and scotland 
each of our 39 hospitals provides  
hotelstyle accommodation uptodate 
equipment as well as dedicated doctor 
nursing and specialist staff to support the 
practice of more than 3750 consultants 
we are paid by private medical insurers 
and selfpaying patients and also direct 
by the nhs for nhsfunded patients spire 
aims to make access as easy as possible for 
all private patients while managing spare 
capacity and supporting the nhs
source company 2014 inpatient and daycase revenue
 percentage of inpatient daycase and outpatient revenue
source company 2014 revenue
  o r t hop a e d ic s 485
  gynaecology plastic surgery  
urology and others 288
  high acuity services including 
cardiology cardiothoracic neurosurgery 
oncology and general 227
key activities
• imaging
• mrict scanning
• pathology
• consulting
• minor procedures
• treatments 
• health checks
• physiotherapy
• orthopaedics
• cardiology
• neurology
• oncology 
• general surgery
key services
14
strategic report
spire healthcare group plc annual report 2014 the patient pathway to treatment in a private hospital
the group receives patients 
through multiple routes 
the patient’s journey typically 
begins with a visit to their 
gp  who will either treat the 
patient directly or provide 
a referral to a consultant 
the procedure or treatment 
provided by the consultant 
can be funded by the nhs 
a pmi provider or by the 
patient directly referred 
to as ‘selfpay’ 
the group accepts patients 
using all three funding methods 
group hospitals may obtain 
referrals for patients who 
cannot be accommodated 
at local nhs t rusts nhs 
local contract or through 
the nhs ‘‘choose and book’’ 
system and pmi and selfpay 
patients can obtain a private 
consultation where they are 
referred to a group hospital
below is a simplified illustration 
of a patient’s potential  
journey through the private 
healthcare system
our key relationships are 
with the referrers gps and 
consultants the payors 
pmi providers selfpay 
and the nhs and of course 
our patients and staff
source company
1 some selfpay patients book directly with a consultant without requiring a gp referral
local  
contracting
open direct or  
feecapped referrals
nhs hospital
including  
foundation trust
patient
consultant
spire 
hospital
selfpay
1
gp referral
nhs choose 
and book
private 
medical 
insurance
 funding sources
 nhs
 private
15
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 the spire difference 
spire is a national brand delivering excellent healthcare  
at a local level we have invested consistently in highquality 
facilities stateoftheart equipment and welltrained staff 
to deliver highquality patient care
our focus on clinical 
excellence with a robust 
governance and risk 
management system 
supported by the right 
people culture training 
and technology is at 
the heart of our success
prompt access
prompt and flexible access to diagnostics 
giving patients reassurance that comes 
from a clear treatment plan 
consultantled care
spire’s consultants are our partners in 
providing high levels of care to patients 
from start to finish of their treatment 
all our consultants are on the general 
medical council’s specialist register 
superior facilities
patients value the choice of when  
and where to be treated in hospitals  
that combine exceptional levels of 
infection control with ‘hotel’ levels  
of customer service 
excellent clinical outcomes
highquality consultants using stateof
theart equipment in modern facilities 
and supported by exceptional nursing and 
medical support staff deliver excellent 
clinical outcomes and low infection rates
vte risk assessment 2011–2014 
2014 98
2013 97
2012 96
2011 92
capital expenditure since 2009
excludes acquisitions and capitalised interest
£666m
£537m
£552m
£431m
£457m
2014
2013
2012
2011
2010
£670m 2009
 maintenance
 it
 major refurbishment
 new hospital developments
 radiotherapy – bristol
source company information
source company information
percentage of patients rating 
spire’s quality and service 
‘excellent’ or ‘very good’
infection rates vs nhs 2014  
per 10000 bed days 
spire nhs av
mrsa bacteraemia 000 012
mssa bacteraemia 030 079
c difficile 030 147
spire data collected by calendar year and nhs data collected 
by financial year
wellinvested scalable asset base
we have invested consistently in further 
capacity new hospitals equipment and 
additional services
93
92
92
92
2014
2013
2012
2011
90 2010
  a number of risk factors make vte venous 
thromboembolism more likely following 
admission to hospital assessing this risk helps 
to establish whether preventative measures 
‘prophylaxis’ should be offered to reduce 
the risk of vte
16
strategic report
spire healthcare group plc annual report 2014  
  spire hospitals
  spire clinics
  perform at st george’s park
 
 radiotherapy centre
people per sq km
  0 – 250
  250 – 500
  500 – 1000
  1000 – 1500
  1500 – 2500
  more than 2500
diversified payor mix
the quality of our care and outcomes  
and the efficiency of our delivery attracts 
patients from all major payor groups  
the diversified payor mix across pmi 
selfpay and nhsfunded provision  
offers builtin resilience 
percentage of revenue
 pmi 505
 nhs 287
 selfpay 171
 other 37
new theatre capacity
2013 115
2014 122 7
2018 131 16
broad geographic coverage  
in key population centres 
we offer national coverage to the major 
pmi providers and services and capacity 
often tailored to nhs commissioners’ 
requirements locally 
 existing
 new
17
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 our strategy
our strategy aims to build value by offering a wider 
range of treatments more efficiently to an increasing 
number of patients
1  t o drive strong growth through  
a clear focus on our three payor groups
pmi
• deepen our relationships with  
key insurers
• increase and deepen our relationships 
with gps as referrers
• continue to expand our higher acuity 
healthcare offer 
our progress
• we have contracts in place with all the 
main pmis in 2014 we agreed a new 
contract with bupa our largest pmi 
partner to run from april 2015 for a 
minimum of four years with prices 
agreed for the next six years through  
to march 2021 
• we will seek similar agreements with 
our other pmi providers aimed at 
offering improved cost effectiveness 
• in january 2014 april uk launched 
‘inspire’ a bespoke spirebased health 
insurance plan that combines high
quality healthcare with exceptional 
value for money 
selfpay
• continue to engage with gps particularly 
regarding areas of nhs service constraint
• extend transparent pricing and  
quality reporting
• increase brand awareness
our progress
• we are developing simple and transparent 
packages and offering patients procedures 
not readily funded by the nhs
• we have introduced fixed prices for our top 
15 procedures – and plan to extend this to 
at least 50 procedures – all supported by 
clear ‘plain english’ terms and conditions 
• we started tv advertising in seven regions 
during 2014 to build brand awareness and 
increase enquiries results will feed into 
future marketing plans
nhs
• continue to build key nhs relationships
• expand our service offering 
• invest to meet specific nhs needs
our progress
• our hospitals provide solutions for nhs 
trusts to manage waiting lists taking 
elective patients out of overstretched 
hospitals and helping the nhs improve 
value and deliver better outcomes 
• our hospital directors develop close 
working relationships with ccgs in 
order to respond to local commissioning 
priorities – for example spire hull and 
east riding hospital was asked by local 
commissioners to provide a chronic pain 
infusion service the purchase of three 
additional infusion pumps and the 
development of a specialist team of 
pain consultant anaesthetists and 
nurses at the hospital has seen nhs 
treatments at the pain management 
unit rise 74 between 2012 and 2014
18
strategic report
spire healthcare group plc annual report 2014 1 t o drive strong growth 
through a clear focus on  
our three payor groups
2   t o maximise utilisation  
of existing sites by growing volume
3 to develop new sites and 
services particularly for the 
treatment of cancer 
2 t o maximise utilisation  
of existing sites by  
growing volume
4 t o drive efficiency  
and improve productivity 
drive volume growth 
by continuing to build 
our relationships with 
patients and gps 
• market directly to patients 
highlighting the benefits of a private 
hospital see spire difference on 
page 16 and continue to target 
improvement in patient satisfaction 
to raise local reputation
• develop transparent fixed price offers 
for at least 50 procedures 
• provide training and information to gps 
to facilitate referrals to spire consultants 
and the use of choose and book
our progress
• we started local tv advertising in 
seven regions marketing direct to 
patients building brand awareness 
and increasing enquiries
• we have published fixed prices for 
the 15 most common procedures 
and we plan to extend this to at least 
50 procedures this approach gives 
selfpaying patients transparency 
in terms of our pricing 
• our gp toolkit and training initiatives  
are raising awareness and helping gps  
in advising their patients resulting in 
increased referrals
continue to build our 
partnership with consultants to 
improve our offering to patients 
• help younger consultants to build 
their practices and provide established 
consultants with the highquality facilities 
and welltrained staff they need to deliver 
outstanding care for their patients
• continue to target improvement in 
consultant satisfaction and timely 
response to feedback on service 
improvement opportunities 
our progress
• we see consultants as partners 
developing their practices in our hospitals 
our planned new hospital in nottingham is 
being developed with the engagement of 
70 local surgeons in response to changing 
market conditions in the area
utilise our existing  
capacity better 
• raise average theatre usage  
and optimise the mix of work
• build more theatres in 
our existing hospitals 
our progress
• on average utilisation has increased 
to 64 in the year within our portfolio 
of hospitals there is capacity to increase 
volumes without further investment 
our top four hospitals average close 
to 80
• we added seven new theatres – four 
with the acquisition of st anthony’s  
and one each at cardiff harpenden  
and south bank hospitals 
our strategic pillars
19
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 our strategy 
continued
3   t o develop new sites and services  
particularly for the treatment of cancer
acquire or build new sites 
• expand geographically to cover 
underserved areas
our progress
• we have expanded in greater london 
with the acquisition of st anthony’s 
and are planning further capacity  
in and around london 
• our plans for new hospitals in 
manchester and nottingham are 
well advanced planning permissions 
have been approved and we aim to 
commence construction in april 2015
develop and expand 
our cancer care offering 
• identify and develop standalone 
radiotherapy centres as part of 
expanding our cancer care offering 
our progress
• our stateoftheart radiotherapy 
specialist care centre opened in bristol in 
2014 it is spire’s first private endtoend 
cancer pathway facility
• plans have been approved for our second 
specialist care centre centre at great 
baddow near chelmsford in essex which 
we are aiming to open by the end of 2015
• we are planning four more newbuild 
radiotherapy centres by the end of 2017
develop capabilities in 
areas of higher acuity 
• continue to develop higher acuity 
services such as neurosurgery  
and cardiac
our progress
• spire cardiff hospital is a centre 
of excellence for orthopaedic care 
in april 2014 a £29 million cardiac 
catheterisation laboratory in cardiff 
was completed
• spire parkway hospital is the first centre 
outside london and only the second 
in the uk to offer magnetic resonance
guided focused ultrasound mrgfus 
which is currently used for the non
surgical treatment of uterine fibroids 
• spire manchester hospital is one 
of only two centres of excellence 
in the uk for bariatric and metabolic 
surgery accredited by the european 
accreditation council it was also one 
of the first hospitals to offer obalon 
an innovative weight loss treatment 
20
strategic report
spire healthcare group plc annual report 2014 4   t o drive efficiency  
and improve productivity
continue to focus on cost management optimising central and 
local provision clinicalstaffing ratios fees and consumables
our progress
• our inhouse procurement and supply 
chain model is based on a national 
distribution centre ndc in droitwich 
which aims to lower procurement and 
distribution costs across the group 
through consolidation of supplies 
• the development of bespoke clinical 
procedure packs to meet the exact 
requirement of each spire hospital 
has produced component cost savings 
enabling faster response and procedure 
setup times improving infection control 
and reducing waste and packaging
1 t o drive strong growth 
through a clear focus on  
our three payor groups
3 to develop new sites and 
services particularly for the 
treatment of cancer 
2 t o maximise utilisation  
of existing sites by  
growing volume
4 t o drive efficiency  
and improve productivity 
our strategic pillars
wellestablished kpis
• continued focus at a local level on 
established kpis to manage costs including 
staff costs and clinical consumables
• the use of peer group benchmarking 
between hospitals to share best 
practice for cost control
• investment in management reporting 
systems to improve cost control
spire’s operating model
• an optimal mix of centrally controlled 
services with local management 
flexibility reduces costs while 
maintaining focus on quality
• local management have the flexibility 
to respond to the needs of their local 
market while being given the tools 
to manage costs
21
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 our £13 million bristol specialist care centre is the first  
of a planned nationwide network offering diagnostics 
radiotherapy and ongoing care for cancer patients
broadening access  
to specialist treatment
where are we 
specialist care centre – bristol 
open to everyone
strategic report radiotherapy centres  
per million people
switzerland 33
germany 27
france 27
italy 25
uk 12
every two minutes someone in the uk 
is diagnosed with cancer 
the nhs provides treatment for a wide 
range of cancers but the incidence of 
cancer and the demand for treatment 
continues to rise 
we already work with cancer partners 
uk in the running of four specialist 
centres and offer chemotherapy in 21 of 
our 39 hospitals but in 2014 we opened 
our first wholly owned purposebuilt 
radiotherapy centre close to our hospital 
in bristol
the specialist care centre hosts a 
stateoftheart linear accelerator linac 
offering intensity modulated volumetric 
modulated arc therapy and image 
guided radiotherapy treatment its 
success shows that private provision 
can play a key role in the future of uk 
cancer treatment 
in december 2014 we announced plans 
for our second cancer treatment centre 
in great baddow near chelmsford 
essex the facility will house two linacs 
a widebore ct scanner consultant 
offices and consulting rooms and an 
eight bay chemotherapy suite 
 cancer research uk
radiotherapy is a highly effective way 
of treating cancer yet the uk trails the 
rest of europe in its use and it remains 
relatively undersupplied in the nhs with 
just 52 linacs per million of population
source oecd cancer care assuring quality to improve 
survival october 2013
source ambrafund
strategic report
governance
financial statements
shareholder information key performance indicators
we measure our strategic and operating progress 
using a range of financial and nonfinancial indicators
1  t o drive strong growth through  
a clear focus on our three payor groups
measure data how we measure this
patient discharges 102 
inpatientdaycase
2603k
we increased the volume of patients 
requiring an overnight stay or an 
inhospital recovery period by over  
10 in 2014
pmi
2014 total 2603k
1244k
nhs 955k
selfpay 404k
pmi
2013 total 2362k
1237k
nhs 765k
selfpay 360k
number of inpatientdaycase 
discharges in the period
 
revenue by payor 
revenue increased year on year in total 
by £915 million 12 over 2013 and for 
each payor group 
the largest increase was in nhs revenue 
up £545 million 285 
2011 2012 2013 2014
0
100
200
300
400
500
£m
 pmi  nhs  selfpay  other
revenue £million by payor in the period
patient satisfaction
in 2014 we improved on a consistently 
very high patient satisfaction score to 
achieve 93
93
92
92
92
2014
2013
2012
2011
90 2010
percentage of patients who rate our 
overall quality of service as ‘excellent’ 
or ‘very good’
consultant satisfaction
consultants are our partners in delivering 
quality patient care – satisfaction levels 
have increased yearonyear to 79
79
78
78
77
2014
2013
2012
2011
percentage of consultants who rate  
the quality of service spire provides 
as ‘excellent’ or ‘very good’
24
strategic report
spire healthcare group plc annual report 2014 2  t o maximise utilisation  
of existing sites by growing volume
measure data how we measure this
theatre utilisation
64
increased by 3 with increased volumes 
largely delivered by utilising spare capacity 
2014 64
2013 61
number of utilised theatre hours divided 
by maximum theatre hours defined as  
10 hours per weekday and seven hours  
per saturday for 50 weeks of the year  
expressed as a percentage 
employee satisfaction 
 commitment
a high proportion of our staff continued 
to say that what they do at work makes 
a positive difference 
2014 92
92
2013 91
2012
the percentage of participants in 
our annual staff survey who said 
that what they do at work makes 
a positive difference 
unplanned returns by patients
we continued a low level of returns 
reflecting our strong record of 
treatment effectiveness
2011 2012 2013 2014
0
01
02
03
 unplanned returns to theatre
 unplanned readmissions
unplanned returns to theatre is the  
rate of patients returned to theatre  
per 100 theatre episodes
unplanned readmissions is the rate  
of patients readmitted to hospital  
per 100 patients
mrsa
000
there were no mrsa cases in 2014 
2014 000
2013 000
2012 008
mrsa infection rate per 10000 bed days 
cdifficile
030
infection rates were 41 down 
on the prior year
2014 030
2013 051
2012 024
c difficile infection rate per 10000  
bed days
inpatient surgical mortality  
per 10000 anaesthetic episodes
034
surgical mortality rates remain low
 not postoperative mortality
2014 034
2013 033
2012 027
mortality per 10000 
anaesthetic episodes 
25
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 key performance indicators
continued
3  t o develop new sites and services  
particularly for the treatment of cancer
measure data how we measure this
 
number of theatres
122
capacity was expanded by the addition 
of theatres at three existing hospitals 
and through the acquisition of 
st anthony’s hospital four theatres 
2014 122
2013 115
115 2012
111 2011
number of theatres in use at the end  
of the period 
number of hospitals
39
the acquisition of st anthony’s hospital 
increased the number of operating 
hospitals to 39 
2014 39
2013 38
38
2011 37
2012
number of hospitals in operation  
at the end of the period 
number of cancer centres
1
we opened our first dedicated 
radiotherapy centre in bristol in 
april 2014 with further centres 
in development
2014 1
2013
number of cancer treatment centres 
in operation at the end of the period 
26
strategic report
spire healthcare group plc annual report 2014 4  t o drive efficiency  
and improve productivity
measure data how we measure this
 
adjusted ebitda  
margin 
186
key factors adversely impacting margin 
included lower tariffs on nhs revenue 
contracts and increased governance 
costs incurred as a public company 
partly offset by operating efficiencies
2014 186
2013 196
including acquisition in 2014
2014 189
2013 196
underlying excluding acquisition in 2014 
adjusted ebitdatotal revenue 
expressed as a percentage
clinical staff costs as a  
percentage of revenue
176
increased by 01 of revenue however 
on an underlying basis clinical staff costs 
were down 01 of revenue to 17 4 
reflecting efficiencies achieved
2014 176
2013 175
including acquisition in 2014
2014 174
2013 175
underlying excluding acquisition in 2014
clinical staff coststotal revenue 
expressed as a percentage 
other direct costs as a  
percentage of revenue 
334
2014 334
2013 325
including acquisition in 2014
2014 335
2013 325
underlying excluding acquisition in 2014
other direct coststotal revenue 
expressed as a percentage 
financial measures
strong cash generation enables us to pursue our strategy for growth without increasing gearing
measure data how we measure this
net debtadjusted ebitda 
throughout the reporting period the 
group has complied with its leverage 
covenant as applicable postipo
2014 27
2013
the ratio of net debtadjusted ebitda 
conversion of adjusted ebitda 
to cash
cash conversion has increased to 1031
2014 1031
2013 741
operating cash before exceptional  
itemsadjusted ebitda expressed 
as a percentage
up 09 of revenue mainly due to 
increased nhs orthopaedic opthalmology 
activity and higher levels of complexity 
across specialties
 comprises direct costs and medical fees
27
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 financial review
a strong financial performance in 2014 
good revenue growth was maintained  
up £915 million in the year  12 on 2013  
with growth in revenue across all payor 
groups flowing through to increased profits 
operating cash flow conversion was strong 
and net debt is at a level that positions  
the group well for future investments
t
he company was admitted to the 
london stock exchange on 23 july 
2014 and therefore these results 
cover the period both prior to and 
following admission the ipo generated 
cash proceeds of £3069 million net of costs 
which combined with a restructuring of 
existing shareholder interests in the group 
and the refinancing of the bank facilities 
served to reduce overall group indebtedness 
these events fundamentally impacted the 
capital structure of the group materially 
reducing its net funding costs therefore 
various adjustments have been made to 
normalise the results for the year to reflect 
the new group financing structure the 
shares issued on ipo and to eliminate 
oneoff exceptional costs such as 
the costs associated with the ipo
simon gordon
chief financial officer
28
strategic report
spire healthcare group plc annual report 2014 highlights 
• revenue increased 120 to £8560 million 2013 £7645 million with growth delivered in all payor categories
• inpatient and daycase patient volumes up 102 on prior year to approximately 260300 patients 2013 236200 patients
• adjusted ebitda up 61 to £1592 million 2013 £1500 million
•  operating cash flow before exceptional items of £1642 million 2013 £1112 million with 1031 operating cash conversion  
before exceptional items of adjusted ebitda 2013 741
•  net debt leverage at year end 27 times adjusted ebitda
•  investment in acquisitions and capital investments totalled £1051 million 2013 £537 million including the st anthony’s  
hospital acquisition 
selected financial information
£ million
year ended 31 december
2014 2013 variance 
variance
excluding
acquisitions 
revenue 8560 7645 120 95
cost of sales 4366 3821 143 115
gross margin 4194 3824 97 74
other operating costs 3593 2828 271 240
operating profit 601 996 397 398
exceptional items included within other operating costs 540 115
operating profit before exceptional items 1141 1111 27 26
profit on sale of property plant and equipment 185 442
net finance costs 856 1957
loss before tax 70 519 865 863
taxation  130 1541
profit for the year 60 1022
adjusted ebitda 1592 1500 61 56
adjusted diluted earnings per share pence 183 –
dividends proposed per share pence 18 –
operating cash flow before exceptional items 1642 1112 477
capital investments and acquisitions 1051 537
net debt at the year end 4243 15174
 excludes the impact of st anthony’s hospital acquired on 22 may 2014 referred to as ‘underlying’ in this report 
  operating profit adjusted to add back depreciation and exceptional items and to adjust the comparator to conform the property rental base by £41 million as further described on page 33 
referred to hereafter as ‘adjusted ebitda’
   calculated as proforma profit after tax divided by the number of ordinary shares in issue on admission proforma profit is calculated as earnings after tax adjusted for the capital restructuring 
exceptional items and the net profit arising on the sale of property and other assets
 operating cash flow adjusted to add back the cash flow effect of exceptional items
29 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information financial review
continued
anal ysis by payor
£ million
year ended 31 december
2014 2013 variance 
variance
excluding
acquisitions 
total revenue 8560 7645 120 95
of which
pmi 4324 4137 45 14
nhs 2459 1914 285 273
selfpay 1461 1329 99 74
other 316 265 192 174
8560 7645 120 95
of which
inpatientdaycase 5729 5059 132 102
outpatient 2515 2321 84 69
other 316 265 192 174
8560 7645 120 95
number ‘000s
total inpatientdaycase discharges 2603 2362 102 86
of which
pmi volumes 1244 1237 06 16
nhs volumes 955 765 248 242
selfpay volumes 404 360 122 108
  excludes the impact of st anthony’s hospital acquired on 22 may 2014 referred to as ‘underlying’ in this report
   other revenue includes consultant revenue thirdparty revenue streams eg pathology services secretarial services and commissioning for quality and innovation payments earned for meeting 
quality targets on nhs work ‘cquin’
growing revenues
£ million 2013
inpatient
daycase
volume
inpatient
daycase
rate outpatient other st anthony’s 2014
total revenue 7645 428 90 159 46 192 8560
56 12 21 06 25 120
revenue for the year ended 31 december 2014 increased by £915 million or 120 to £8560 million from £7645 million for the year ended  
31 december 2013 
underlying growth excluding revenues of £192 million relating to spire st anthony’s hospital since its acquisition in may 2014 was 95 
of the underlying revenue growth of 95
• additional inpatient and daycase volumes accounted for 56
• the rate increase in inpatient and daycase average revenue per case accounted for 12 and
•  growth in outpatient revenues accounted for a further 21 increase including an increase in minor procedures undertaken in outpatient 
rooms of £7 8 million
30
strategic report
spire healthcare group plc annual report 2014 pmi
£ million 2013
inpatient
daycase
volume
inpatient
daycase
rate outpatient st anthony’s 2014
pmi 4137 43 52 47 131 4324
 10 13 11 31 45
pmi revenues for the year ended 31 december 2014 increased by £187 million or 45 from £4137 million for the year ended  
31 december 2013 to £4324 million for the year ended 31 december 2014 underlying growth excluding revenues relating to  
spire st anthony’s hospital was 14
of the underlying growth of 14 in pmi revenues
•  the decrease in the volumes of inpatient and daycase admissions accounted for a 10 decline in revenues
•  the rate increase in inpatient and daycase average revenue per case accounted for a 13 increase in revenues and offset the decline 
in volume and
•  growth in outpatient revenues accounted for a further 11 increase including an increase in minor procedures undertaken in outpatient 
treatment rooms which would previously have been undertaken in theatre
the growth in rate was adversely impacted by an increase in the proportion of surgical cases treated as daycases these procedures carry 
a lower revenue per case than inpatient admissions revenue per case of inpatient admissions increased by 64 relative to the prior year 
supported by an increase in the complexity of surgical procedures undertaken the average revenue per daycase admission increased 
by 22 in the year
nhs
£ million 2013
inpatient
daycase
volume
inpatient
daycase
rate outpatient st anthony’s 2014
nhs 1914 381 49 92 23 2459
199 26 48 12 285
nhs revenues for the year ended 31 december 2014 increased by £545 million or 285 from £1914 million for the year ended 
31 december 2013 to £2459 million for the year ended 31 december 2014 underlying growth excluding revenues relating to spire 
st anthony’s hospital was 27 3
of the underlying growth of 27 3 in nhs revenues
•  a significant increase in surgical admissions accounted for a 199 increase in revenues
•  the rate increase in inpatient and daycase average revenue per case accounted for a 26 increase in revenues notwithstanding a 225 
decline in attributable nhs tariff in the year and
•  growth in outpatient revenues accounted for a further 48 increase in revenues in the year
in 2013 the inpatient and daycase rate was adversely impacted by a temporary reduction in case mix complexity arising from the transition 
in april 2013 of local nhs commissioning to clinical commissioning groups as a result of the health and social care act the year ended 
31 december 2014 benefited from both the absence of similar effects and an increase in local contract nhs work typically more complex 
procedures attracting a higher average revenue per case
selfpay
£ million 2013
inpatient
daycase
volume
inpatient
daycase
rate outpatient st anthony’s 2014
selfpay 1329 90 11 20 33 1461
68 08 14 25 99
selfpay revenues for the year ended 31 december 2014 increased by £132 million or 99 from £1329 million for the year ended  
31 december 2013 to £1461 million for the year ended 31 december 2014 underlying growth excluding revenues from spire  
st anthony’s hospital was 7 4
31 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information financial review
continued
of the underlying growth of 7 4 in selfpay revenues
•  an increase in surgical admissions accounted for a 68 increase in revenues
•  inpatient and daycase average revenue per case accounted for a 08 decline in revenues and
•  growth in outpatient revenues accounted for a 14 increase in revenues in the year
revenue per case for inpatient admissions increased by 16 and by 15 per daycase admission however daycase admissions accounted 
for 59 of total admissions up from 57 in the previous year
from the beginning of 2012 until early 2013 the group benefited from a significant number of hip revision procedures associated with a 
patient recall undertaken by depuy these revision procedures were highly complex and priced at a substantial premium to average selfpay 
procedures the absence of similar work in 2014 had an adverse impact on rates achieved overall and masked a positive rate improvement 
in underlying recurring case mix
other revenue
other revenue which includes fees paid to the group by consultants eg for the use of group facilities and services and thirdparty revenues 
eg pathology services to third parties increased by £51 million or 192 in the year from £265 million for the year ended 31 december 2013 
to £316 million for the year ended 31 december 2014
cost of sales and gross profit 
cost of sales increased in the year by £545 million or 143 from £3821 million for the year ended 31 december 2013 to £4366 million 
for the year ended 31 december 2014 
underlying cost of sales excluding £105 million relating to spire st anthony’s hospital increased in the period by £440 million or 115 
from £3821 million for the year ended 31 december 2013 to £4261 million for the year ended 31 december 2014 
underlying gross margin for the year of 2014 was 491 compared to 500 in 2013 
gross margin has been adversely impacted by a reduction of 3 in nhs tariff applicable to the 2013–2014 fiscal year and a further 225 nhs 
tariff reduction applicable from 1 april 2014 for the 2014–2015 fiscal year and by a higher proportion of revenues from the nhs in 2014 than 
in 2013 some of this impact has been mitigated by improved operating efficiency in the period
underlying clinical staff costs as a percentage of revenues reduced by 01 to 17 4 of revenue for the year ended 31 december 2014 as 
compared to 31 december 2013 underlying direct costs of prostheses drugs and consumables as a percentage of revenues increased from 
213 for the year ended 31 december 2013 to 221 in 2014 this was due to a significant increase in nhs orthopaedic and ophthalmology 
surgical activity in the period and a general increase in inpatient case complexity across specialties relative to 2013
underlying medical fees payable to consultant surgeons and anaesthetists for services performed in connection with nhs patients grew as 
a consequence of the increase in nhs activity in the year medical fees for nhs work increased from 52 of total revenues in 2013 to 58 of 
total revenues in 2014 however as a consequence of the continued focus on cost management these fees reduced as a percentage of nhs 
revenues from 207 in 2013 to 200 in 2014
other fees payable to consultants for outpatient and diagnostic activities reduced as a percentage of revenues from 60 in 2013 to 57  
in 2014
other operating costs 
other operating costs for the year ended 31 december 2014 increased by £765 million or 27 1 from £2828 million for the year ended  
31 december 2013 to £3593 million for the year ended 31 december 2014
underlying other operating costs excluding £86 million relating to spire st anthony’s hospital increased in the period by £67 9 million 
or 240 from £2828 million for the year ended 31 december 2013 to £3507 million for the year ended 31 december 2014
included within these costs are exceptional costs of £115 million for 2013 and £540 million for 2014 relating to the business reorganisation 
corporate restructuring and regulatory and governance costs before exceptional items underlying operating costs increased by £254 million 
or 94 from £2713 million for the year ended 31 december 2013 to £2967 million for the year ended 31 december 2014 on revenue growth 
of 95 in the year
depreciation
excluding £07 million relating to spire st anthony’s hospital the charge for depreciation for the year ended 31 december 2014 has increased 
by £14 million or 33 relative to 2013 to £444 million overall depreciation arising from capital expenditure in 2014 and the acquisition 
of st anthony’s have offset the full year impact on depreciation of reductions in the fixed asset base from the sale in january 2013 of 12 
hospital properties subject to long leases ‘2013 freehold sale’ and of the sale and leaseback of the spire washington hospital premises 
in march 2014
32
strategic report
spire healthcare group plc annual report 2014 rent
rent of land and buildings for the year excluding £01 million relating to spire st anthony’s hospital increased by £57 million or 104 to 
£606 million the increase is largely the consequence of the annualised impact of the 2013 freehold sale £22 million in the year the first 
annual indexation of rental costs associated with the 2013 freehold sale £13 million in the year and the commencement of rent following 
the sale subject to lease of the spire washington hospital which was concluded on 11 march 2014 with a starting rent of £23 million per 
year £19 million in the year the impact on comparatives will not normalise until the end of the first quarter of 2015
sharebased payments in other operating costs
since admission 27 million share options comprising of 17 million directors’ share bonus award and 10 million long term incentive plan 
ltip have been awarded to executive directors and members of the senior management team these are conditional on certain market 
and other performance conditions being fulfilled further details are contained in note 28 on page 120 of the financial statements 
the charge to the income statement in the year was £28 million £37 million inclusive of ni of which £25 million £34 million inclusive of 
ni related to the directors’ share bonus award and was charged to exceptional items as it related to performance during the period prior 
to the ipo
exceptional items included in other operating costs
£ million 2014 2013
ipo costs 461 –
corporate restructuring and refinancing 39 35
business reorganisation – 30
regulatory 40 50
total 540 115
full details of exceptional items are disclosed in note 8 page 108
ebitda and adjusted ebitda
ebitda for the year ended 31 december 2014 increased by £51 million or 33 from £1541 million to £1592 million adjusted ebitda 
increased by 61 from £1500 million to £1592 million 2013 ebitda adjusted to include £41 million rental costs to include these costs on 
the same basis as for 2014 following the 2013 freehold sale and the sale subject to lease of the spire washington hospital in march 2014
operating profits before and after exceptional costs
operating profit after exceptional costs decreased by 397 in the year to £601 million before exceptional costs operating profits increased 
by 27 from £1111 million for the year ended 31 december 2013 to £1141 million for the year ended 31 december 2014
profit on disposal of property plant and equipment
the profit on disposal of £185 million for the year ended 31 december 2014 relates principally to the sale of the freehold land and buildings 
of spire washington hospital the profit in the prior year of £442 million relates principally to the profit on the 2013 freehold sale
finance costs 
finance costs in the year include those incurred in respect of borrowings drawn under the capital structure of the group prior to admission 
on admission borrowings reduced significantly and therefore finance costs also reduced 
finance costs for the year ended 31 december 2014 before exceptional finance costs totalled £859 million a reduction of £680 million or 
442 over the prior year this reduction mainly comprises £359 million of interest on shareholder debt and £321 million on bank loans net  
of the marktomarket movement on interest rate swap instruments settled on admission had the finance structure as effected on admission 
been in place throughout the 2014 financial year finance costs before exceptional items would have further reduced by £652 million to  
£207 million
in the year ended 31 december 2013 exceptional finance costs of £422 million arose from the 2013 freehold sale and relate to interest rate 
swaps being recycled to the income statement as they no longer met the criteria for hedge accounting net of the early settlement discounts 
arising on the repayment of bank borrowings
taxation
the taxation credit for the year ended 31 december 2014 consisted of a £137 million credit for deferred tax and a charge of £07 million 
for corporation tax
the uk corporation tax charge on 2014 profits was £nil 2013£ nil reflecting the significant allowable costs arising from the listing 
including the settlement of outofthemoney interest rate swaps the uk corporation tax charge in the income statement is an adjustment 
to prior years 
the credit for deferred taxation for the year ended 31 december 2014 was £137 million comprising deferred tax assets previously 
unrecognised in relation to losses carried forward following the reorganisation of the spire group into a single tax group the credit for the 
year ended 31 december 2013 relates predominantly to the release of deferred tax liabilities associated with fixed assets disposed of as part 
of the 2013 freehold sale
33 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information financial review
continued
profit after taxation
the profit after taxation for the year ended 31 december 2014 was £60 million compared with a profit after taxation for the year ended  
31 december 2013 of £1022 million the profit on assets sold as part of the 2013 freehold sale and the consequent release of associated 
deferred tax liabilities substantially contributed to the result for 2013
adjusted earnings per share eps
adjusted eps after eliminating exceptional items profit on disposal of property plant and equipment and adjusting for the effects of the 
capital restructuring on the ipo was 183 pence per share
the proforma financial information set out below has been prepared to illustrate the effect of the ipo on earnings per share it is prepared 
for illustrative purposes only and does not represent the group’s actual earnings the information is prepared on a basis consistent with the 
accounting policies of the group and as described in the notes set out below
£ million
year ended 
31 december
2014
loss before taxation 70
operating adjustments
exceptional items – ipo 461
exceptional items – other 79
profit on disposal of property plant and equipment note 1 185
financing adjustments
finance costs shareholder loans note 2 548
finance costs bank loans note 3 104
proforma profit before tax 937
taxation note 4 202
proforma profit after tax 735
number of ordinary shares in issue on admission 401081391
proforma basic earnings per share pence 183
number of ordinary shares in issue on admission weighted average note 5 401957044
proforma diluted earnings per share pence 183
note 1  profit on disposal of the freehold interest in spire washington hospital net of the loss arising on the disposal of trade and assets of the fertility business
note 2  removes finance costs in the year relating to the shareholder loans capitalised on admission
note 3 reduces bank finance costs revised costs calculated as if the bank refinancing had occurred on 1 january 2014 and the new loan facility had been entered into on that date
note 4 taxation is calculated at the statutory rate of 2150 of the proforma profit before tax before taking account of available tax losses
note 5 dilution relates to the weighted average number of share options awarded in the period
cash flow analysis of cashflows in year
£ million 2014 2013
opening cash balance 1115 1338
operating cashflow before exceptional items 1642 1112
exceptional items 512 115
operating cashflow after exceptional items 1130 997
net cash used ingenerated from investing activities 700 6471
net cash used in financing activities 800 7691
closing cash balance 745 1115
closing net indebtedness 4243 15174
34
strategic report
spire healthcare group plc annual report 2014 operating cashflows
the cash inflow from operating activities before exceptional items for the year was £1642 million which constitutes a cash conversion rate 
from adjusted ebitda for the year of 1031 2013 £1112 million or 741 the net cash inflow from movements in working capital in the 
year is £40 million a significant improvement on that reported for the year ended 31 december 2013
investing and financing cashflows
net cash used in investing activities for the year is £700 million which includes the acquisition of spire st anthony’s hospital in may 2014 for  
£385 million and other capital expenditure of £666 million offset by the proceeds from the disposal of the freehold interest subject to lease 
in spire washington hospital and the disposal of a fertility business totalling £348 million and interest received of £03 million capital 
expenditure comprises the completion of the radiotherapy centre in bristol new theatres in harpenden and south bank the completion 
of a cardiac catheterisation laboratory and theatre in cardiff mri at clare park and a major reconfiguration and development of facilities 
in tunbridge wells including investment in outpatient areas and static mri and ct machines at this hospital
net cash generated from investing activities for the year ended 31 december 2013 was £647 1 million including proceeds from the 2013 
freehold sale
net cash used in financing activities of £800 million comprises net proceeds from the issue of shares of £3069 million the net repayment 
of bank debt after cash raised from new borrowings of £3456 million and interest paid of £413 million 
on admission 150100341 new ordinary shares were issued by the company which generated cash proceeds of £3069 million the proceeds 
combined with a restructuring of existing shareholder interests in the group and the refinancing of the bank facilities served to reduce overall 
group indebtedness and materially reduce the net funding costs of the group
in the prior year in january 2013 the group completed the £7040 million 2013 freehold sale the net proceeds of which were used to  
repay debt
borrowings
at 31 december 2014 the group has bank debt of £4222 million drawn under facilities which mature in 2019 and finance lease debt 
of £766 million additionally the group has a revolving loan facility of £1000 million available until july 2019 which was undrawn at 
31 december 2014 
£ million 2014 2013
cash 745 1115
external debt incl finance leases 4988 7824
shareholder debt – 8465
net debt 4243 15174
net debt as at 31 december 2014 was 27 times adjusted ebitda 2013 101 times adjusted ebitda
risk management
the principal risks faced by the group are identified in the principal risks section on pages 52 to 55 
treasury policies and objectives
the group has established treasury policies aimed at reducing financial risk 
further information about financial risk management including interest rate credit and liquidity risks is provided in note 32 of the financial 
statements on pages 122 to 125
the consolidated cash and cash equivalents were £745 million at 31 december 2014 surplus cash balances are held with ukbased  
investmentgrade banks 
simon gordon
chief financial officer
35 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information investing in  
new capacity  
to meet demand
building within the current hospital together with 
extended parking means easy access for our patients to all 
wards theatres and patient areas we’re well positioned 
now to treat even more of our local population
where are we 
spire harpenden hospital 
open to everyone
strategic report over the last three decades spire 
harpenden hospital has grown from  
a small local hospital with fewer than  
30 beds to become the largest private 
hospital in north hertfordshire demand 
particularly from local nhs trusts 
commissioners and through nhs 
choose and book continues to grow
by 2013 theatre utilisation was up to 
76 and the hospital was beginning 
to face pinch points in theatre and 
consultant capacity
an additional theatre incorporating 
laminar flow and laparoscopic capability 
an enhanced recovery area and a further 
sevenbedded ward were opened in 
september and a fully refurbished  
main reception area was opened 
in february 2015 
harpenden now has 79 beds five main 
theatres an endoscopy theatre and 
extensive digital xray mammography 
ultrasound ct and mri facilities 
following the new investment theatre 
utilisation is 60 and the hospital now 
has capacity for future growth
planned to a 5cm tolerance spire 
harpenden hospital’s new theatre 
block was craned into position within 
the existing hospital complex the use 
of offsite modular construction enabled 
this nine month £5 million development 
to be completed with the loss of only one  
day’s operation
6 theatres
spire harpenden hospital has five complex 
theatres and one endoscopy theatre 
strategic report
governance
financial statements
shareholder information
strategic report
governance
financial statements
shareholder information clinical review
clinical quality and performance are at the 
heart of everything we do 
mrsa
000
mrsa rate per 10000 bed days
2014 000
2013 000
2012 008
c difficile
030
c difficile rate per 10000 bed days
2014 030
2013 051
2012 024
inpatient surgical mortality  
per 10000 anaesthetic episodes
034
2014 034
2013 033
2012 027
 not postoperative mortality
clinical review
dr jeanjacques de gorter 
group medical director 
while the transition to becoming a public 
company was an important milestone for 
spire in 2014 we worked hard to ensure 
that the process did not distract us from 
our primary purpose – delivering safe and 
effective care for our patients it is pleasing 
therefore that we continued to make 
improvements in clinical performance and 
that we were able to put in place a number 
of developments that will stand spire in 
good stead for the future
clinical performance
for the second year running there was not a 
single case of mrsa bacteraemia reported by 
our hospitals in addition cases of c difficile 
fell by 41 yearonyear and surgical site 
infections following hip and knee replacement 
surgery remained low we report hospital 
acquired infection data mrsa mssa 
ecoli bacteraemia and clostridium difficile 
infection to public health england and 
participate in the surveillance programme 
for hip and knee replacement surgical site 
infection our rates compare favourably 
with published national averages
in terms of treatment effectiveness in 
2014 we reported the lowestever rate 
of unplanned patient transfers and 
readmissions this is a testament to the  
care and attention to detail shown by  
our clinical teams good teamwork robust 
and uptodate care pathways and a 
our group medical director  
dr jeanjacques de gorter 
is responsible for defining 
our clinical governance and 
quality strategy and his team 
audit monitor and report on 
our quality performance in 
addition the clinical services 
team supports our hospitals 
to comply with relevant 
healthcare regulations across 
england scotland and wales
unplanned returns by patients 
rate per 100 patients
2011 2012 2013 2014
0
01
02
03
 unplanned returns to theatre
 unplanned readmissions
we continued a low level of returns 
reflecting our strong record of 
treatment effectiveness
38
strategic report
spire healthcare group plc annual report 2014 willingness to challenge together create  
the platform for reliable and highquality 
care within our hospitals
nursing teams are able to call upon over 120 
procedurespecific clinical care pathways 
clinical care pathways are standardised 
across all our 39 hospitals and are printed 
off individually to form part of each patient’s 
medical records the pathways set out the 
routine activities that must be completed 
pre and postoperatively and contribute 
to a successful clinical outcome 
we monitor compliance with our pathways 
by auditing approximately 1000 records 
every month and reporting our findings 
every quarter hospital compliance with key 
nursing processes – such as use of the early 
warning score venous thromboembolism 
risk vte assessment and the assessment 
of postoperative pain – remains 
exceptionally high 
we are not complacent and will continue to 
focus on compliance with our care pathways 
and processes
our hospitals undertake a considerable 
volume of elective surgery including many 
complex cases it is therefore particularly 
significant that postoperative mortality 
within 31 days of surgery fell by over 10 
yearonyear
over the past four years our hospitals 
have been working to improve processes 
for patient discharge and the planning 
necessary to ensure this is undertaken 
in a calm and efficient manner patient 
satisfaction with discharge processes 
increased for the fourth year in a row 
making this the greatest improving 
satisfaction measure over this period
as we develop and broaden our cancer 
treatment facilities it is important that 
we support them with modern technology 
and working practices including ensuring 
that treatment decisions are considered 
and agreed by a multidisciplinary team 
in 2014 we launched a transformation 
programme to facilitate these discussions 
and for the effectiveness of treatment 
recommendation to be recorded consistently 
in time we expect to publish our performance 
in this regard in order to enable patients to 
make more informed choices regarding their 
cancer treatment as more and more options 
become available
safety culture
at the end of 2014 we undertook our first 
safety culture survey based on one used 
by the agency for healthcare research and 
quality ahrq in the us this is helping us 
to understand the importance of systems 
and processes as well as culture and 
leadership when trying to make care safer 
for patients all employees and bank workers 
in our hospitals pathology network lifescan 
mobile imaging and perform at st george’s 
park were invited to take part in summary 
spire achieved a rating of 71 compared 
with the external benchmark of 63 
while we were pleased to achieve a score 
above the benchmark we see this as only 
the first step in reinforcing safety as being 
central to our patient offering we will 
continue to monitor our culture in this 
way on an annual basis
our clinical teams are justifiably proud 
of their care and professionalism strong 
clinical systems and processes create a 
stable foundation to build on supported by 
a healthy culture that values and prioritises 
safety and clinical quality we will continue 
to learn from the unexpected events 
that will always occur in terms of clinical 
performance it is my view that spire is well 
positioned to continue to deliver excellent 
care to increasing numbers of patients 
with evermore complex needs 
we continued to make improvements  
in clinical performance
dr jeanjacques de gorter 
group medical director
 
“i love working here and there’s nothing 
like the sound of a happy team laughing 
down the corridor to spur you on”  
elaine kennedy 
clinical nurse edinburgh
it is elaine’s responsibility to oversee one 
of the largest theatre departments in the 
group elaine and her team successfully 
discharge over 1300 patients per month 
from the six theatres across murrayfield 
and shawfair park elaine makes sure the 
department is running to its optimum 
efficiency by scheduling surgical patients 
liaising with consultants addressing 
staffing issues and attending the senior 
management meeting which is the 
opportunity to discuss the nuts and 
bolts of the business 
39 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information operating review
performance in 2014
together with clinical indicators we monitor 
our performance through a range of regular 
surveys of our patients consultants gps  
and staff
patient satisfaction levels continued to 
increase in 2014 overall quality of service 
rated ‘excellent’ and ‘very good’ rose 1 
to 93 and the proportion of patients 
who would ‘definitely’ or be ‘very likely’ 
to recommend spire to their friends 
and family also rose 1 to 88 
the proportion of consultants who 
believe that our hospitals go out of their 
way to make a difference to their working 
relationship remained at 96 and those who 
would be ‘very’ or ‘fairly likely’ to choose a 
spire hospital for their own treatment was 
constant at 94 
surveyed in april 2014 the proportion of 
gps who rated their satisfaction with spire’s 
service as ‘excellent’ or ‘very good’ dipped 
1 to 90 while the ease of referring 
patients to spire remained at 99
our 2014 staff engagement survey attracted 
a 74 response rate the response rate was 
impacted slightly by the introduction of our 
new staff culture survey which ran at the 
same time 
further details of staff engagement survey 
can be found in our people the section 
that follows this review on page 42 
regulatory compliance
during 2014 there were care quality 
commission cqc standard inspections 
at 18 of our locations in england and all 
standards have since been met 
spire southampton hospital was chosen to 
be part of the pilot programme for the new 
style of cqc inspection in october 2014 the 
hospital received a detailed report which 
was published on the cqc website but as 
it was part of the pilot it was not officially 
rated as per the cqc recommendations – 
reinspection is due to take place in 2015 
healthcare inspectorate wales inspected 
our two welsh hospitals – cardiff and yale 
– in 2014 both were approved with only 
minor actions listed
healthcare improvement scotland inspected 
our murrayfield and shawfair park hospitals 
– grades achieved were six outcomes in 
the ‘very good’ category and four in the 
‘good’ category 
operational expansion
in a year that saw the acquisition of 
st anthony’s hospital the opening of 
bristol’s specialist care centre new theatres 
in worcester and harpenden and the 
opening of the cardiac catheterisation lab 
in cardiff operational challenges centred 
on recruitment staffing and supply chain 
integration it is pleasing to report that 
all these facilities are operating ahead 
of expectations and that the integration 
of spire st anthony’s hospital is 
progressing well
more details on spire st anthony’s hospital 
can be found on pages 10 and 11 on the 
specialist care centre on pages 22 and 23 
and on the expansion of spire harpenden 
hospital on pages 36 and 37  
improving operational efficiency
balancing the advantages of our national 
scale and reach with the requirements 
of individual local hospital accountability 
we seek to maximise margins through 
operational efficiency
we seek to deliver clinical excellence as 
efficiently as possible t o do this we listen to 
all our ‘customers’ patients consultants gps 
insurers commissioners to our staff and to 
our suppliers
our new operations directors
rob anderson 
 
karen newton 
 
paul o’conor 
 
nicola amery 
40
strategic report
spire healthcare group plc annual report 2014 theatre utilisation is a key performance 
indicator while theatre use is demand
driven sharing operational best practice  
can optimise capacity average utilisation 
increased to 64 from 61 across all our 
hospitals in 2014 based on maximum 
2850 hours per year ie 10 hours per 
weekday and seven hours per saturday 
250 weekdays and 50 saturdays per year
scope for further improvement remains 
– some 14 of our hospitals are currently 
running below 60 utilisation 
throughout 2014 we continued to focus on 
our supply chain and maximising efficiencies 
that support improving patient care 
our inhouse procurement and supply chain 
model is based at our in ndc in droitwich 
in 2014 we delivered over 12 million product 
lines to our hospitals with a value of around 
£50 million the central procurement team 
continues to generate cost savings
one aspect of our supply chain and 
procurement improvement is the 
development and supply from the ndc 
of hospitalspecific medical consumable 
procedure packs that contain all the 
medical consumables required for specific 
procedures in addition to specification 
modifications and negotiated component 
cost savings bespoke clinical procedure 
kits meet the exact requirement of each 
spire hospital enabling faster response and 
procedure setup times improving infection 
control and reducing waste and packaging
during 2015 we plan to link the supply of 
clinical procedure kits to our sap enterprise 
resource planning system this will be part 
of ongoing developments within our it 
offering as we further embed sap across 
the supply chain 
we began rolling out our sap system in 
2012 and had fully implemented it across all 
platforms by april 2013 in 2014 we achieved 
full nhs compliance and accreditation for 
integration and use on choose and book
the benefit of an integrated patient 
financial and warehousing supply chain 
and stock control system which our 
staff and consultants find easy to use 
is being seen in improved management 
information cost savings and streamlined 
administration processes
during 2015 sap enhancements will 
be largely targeted at improving patient 
experience by the implementation of crm 
and the expansion of the current direct 
booking capability for insurers and selfpay 
patients there is also a major ‘purchase 2 
pay’ initiative which it is hoped will produce 
major cost savings by improving the 
management of stock across the business 
and a further initiative to provide automated 
nhs discharge information for gps 
we continuously seek to improve our 
engineering governance and compliance 
processes across our facilities estates and 
engineering audits including feedback 
reports covering hard facilities management 
services were completed at all hospitals 
during 2014 helping to ensure that all 
hospitals are operating in line with spire 
policy and discharging their statutory 
responsibilities
we monitor and prioritise investment in 
the upgrade of our infrastructure through 
remedial works highlighted in these 
compliance audits recorded on our property 
risk management system prism prism 
analysis of hospital equipment maintenance 
and replacement schedules aids patient 
safety and provides costsaving 
opportunities for capital maintenance 
and planned replacement
all of these operational enhancements 
support a closer focus on cashflow 
throughout the business this was 
emphasised in 2014 and is an area 
of continued focus in 2015 
2015 priorities
we are working to develop our recruitment 
and retention strategies further details 
of our human resources approach can 
be found in the section on our people 
that follows this review on page 42 
the development and opening of our new 
hospitals in manchester and nottingham 
during 2016–2017  will require not only the 
recruitment of additional staff but also the 
support of our procurement and stock 
management teams throughout next year
the same will be true for our planned new 
specialist care centre in chelmsford and 
other sites that will follow as we roll out 
our radiotherapy services across the country 
rob roger
chief executive officer 
distribution of theatre utilisation 
by hospital
12
64
average utilisation
7  less than 50 
7  50 – 60 
12  60 – 70
8  70 – 80
3  80 – 90
1  90 – 100
source company information 
1  management assumes theatres can be utilised 
2850 hours per year 10 hours per weekday and 
seven hours per saturday totalling 250 weekdays 
and 50 saturdays per year
2  includes one joint theatre utilisation rate 
for murrayfield and shawfair hospitals
“through the spire supply chain we 
work as efficiently as possible to drive 
cost savings throughout the business”  
mathew mason 
head of supply chain 
 purchasing central 
mat oversees all aspects of spire’s 
purchasing operations – a world of 
quality efficiency and cost savings – for 
everything from surgical gloves to highly 
complex mris ct scanners and linacs
it’s mat’s job to design and develop 
corporate supply chain and purchasing 
strategies and then implement them 
across all areas of the business – and 
throughout the supply chain right 
down to our central warehouse 
and distribution operations 
mat and his team of specialist buyers 
work closely with key clinicians and 
hospital users to increase efficiency  
and provide better value for patients  
they are constantly looking to balance 
improvements in our inhouse supply 
chain reducing stock holding and freeing 
working capital with optimum availability
41 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information our people 
our people are our difference it’s the 
dedication warmth and skills of our 
people that sets spire healthcare apart 
we believe that the best service and 
patient care comes from skilled staff who 
are fully engaged and feel truly valued by the 
company they work for – staff who feel they 
make a personal contribution to the success 
of their hospital and can genuinely say that 
spire is a great place to work 
at 31 december 2014 we employed over 
8000 people over 12000 including bank 
staff – equivalent to just over 7 000 
fulltime jobs – split between nursing 
theatre staff allied health professionals 
and administration and clinical support 
staff see opposite 
our employees are predominantly female 
10113 compared to 2256 male for senior 
management we employ 27 female 
managers out of a total of 65 
continuous improvement
we fully recognise that advancing 
quality is dependent on spire acting 
as a learning organisation
we place the individual patient at the centre 
of our business this means that increasingly 
wellinformed patients are key partners 
in decision making able with the support 
of their families carers and consultants 
to manage their own health and illness
an effective and consistent patient 
experience feedback loop encouraging  
not only compliments but also constructive 
feedback and complaints is therefore a  
key component of our continuous 
improvement culture
the other key component comes from our 
staff we are committed to developing all 
our staff listening to and learning from their 
experiences to help improve nursing care 
all clinical activities are aligned to our 
strategic pillars and will be embedded within 
our job descriptions the aim is to ensure 
clinical quality standards are understood 
and consistent throughout the business 
engagement and values 
we take employee engagement seriously 
every year we invite all our employees to 
complete a survey to provide feedback 
on how we’re doing and offer suggestions 
about what action could be taken to 
make spire an even better place to work  
the survey comprises 40 questions which  
are designed to establish how effectively  
we do this 
we are very much looking to the future as 
we continue to develop new services for our 
patients maintain our excellent inpatient 
care and remain at the forefront of medical 
developments in the region
anna tchaikovsky 
hospital director spire leeds hospital
“what good leadership looks like”  
anna tchaikovsky 
hospital director spire leeds hospital 
over its 25 years and one million 
patients spire leeds has developed an 
international reputation for highquality 
healthcare across a broad range of 
medicine and surgery acting as the 
pioneers for clinical advancement 
in the north of england 
a large part of that is owed to solid 
leadership and for the past 10 years 
anna has been at the helm of the ship 
introducing a large amount of clinical 
expansion and positive change 
42
strategic report
spire healthcare group plc annual report 2014 in 2014 we received 6171 responses 
with 76 of those taking part agreeing 
that they would be likely to recommend 
spire healthcare to friends and family 
as a place to work up from 72 in 2013
other highlights from the 2014 
results included
•  92 of respondents believe what they  
do at work makes a positive difference 
91 in 2013
• 	 8 9  	 of 	 r e s po n d e n ts 	 f ee l 	 t h a t 	 t h e y 	 r e a l l y 	 fit	
in with the rest of their team 88 in 2013
•  88 of respondents agree that they  
were proud to work for spire healthcare 
86 in 2013
•  88 of respondents agree that their 
manager trusts them to make the right 
decisions at work 86 in 2013
•  88 of respondents agree that they can 
rely on colleagues in their team to be  
there for them if they need help or support 
86 in 2013
the annual employee survey results are 
published in december and each hospital 
or business unit director is responsible for 
sharing the results with their management 
and staff and agreeing actions to address 
any areas for improvement
the annual staff survey also allows us to 
gauge whether our employees experience 
our values in the way we work this is 
of 	 s i g n ifi ca n t 	 i m po r t a n c e  	 a s 	 s ee i n g 	 a n	
o r g a n i s a t io n ’ s 	 va l u e s 	 r efl ec t ed 	 i n 	 d a y t od a y	
behaviours is one of the four key drivers of 
e m p l o y ee 	 e n g a g e m e n t 	 a s 	 i d e n t ifi ed 	 i n 	 t h e	
macleod report engaging for success 
published in 2009 
our values are also central to enabling 
excellence our performance management 
and appraisal system and are part of every 
employee’s annual appraisal
improving capabilities
investment in our staff is investment for 
the future ensuring that patients and their 
families can rely upon the right staff working 
in the right place with the right skills to 
provide highquality care
in 2014 we supported around 100 people 
through our management fundamentals 
programme and 11 future leaders through 
our leadership essentials programme
management fundamentals is focused 
on developing the people skills of new 
managers it is designed to build managerial 
capability skills behaviours and attitudes 
in areas such as employee engagement 
performance management culture coaching 
and managing absence 
leadership essentials is a seven month 
four module programme designed to 
develop our leaders building their capability 
a n d 	 c o n fi d e n c e 	 t o 	 e n g a g e 	 w it h  	 a n d 	 l e ad 	
a successful team to deliver strong business 
results topic areas such as managing 
change creative leadership and managing 
s e l f  	 a r e 	 g r o u n d ed 	 i n 	 s pec ifi c 	 pr o j ec ts 	 
aimed at business growth and showing 
a return on investment
in line with spire’s devolved hospital 
management model each hospital assesses 
individual staff training needs taking into 
consideration both specialty and regulatory 
requirements and business gap analysis  
and agrees a personal development plan  
as part of annual appraisals our nurses 
undertake annual training in order to 
maintain their registration 
  the group employs ‘bank’ staff staff who do not 
work regularly scheduled hours but are directly 
employed by the group
our values
caring is our passion
succeeding together
driving excellence
doing the right thing
delivering on our promises
keeping it simple
employees including bank staff 
31 december 2014
20
11
15
54
 nursing 2529
 theatre staff 1352
 allied health professionals 1852
 clinical support  admin 6636
diversity
overall employees 
2014 2256
2013 2010
2012 1955
10113
9231
9260
senior managers 
2014 38
2013 31
2012 32
27
26
21
board
2014 8 1
 male
 female
43 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information corporate social responsibility
spire’s ethos reflects our care for the 
environment and our local communities
s p i r e 	 i s 	 a 	 s i g n ifi ca n t 	 l oca l 	 e m p l o y e r  	 i n 	 2 0 1 4 	
spire continued its fundraising activities 
for charities and local communities typical 
of the fundraising events undertaken was 
a major 620 kilometre cycling challenge 
undertaken over a series of weekends in the 
summer to raise money for walking with the 
wounded and macmillan cancer care led 
by our ceo rob roger the route went from 
spire wellesley hospital in southend up 
t o 	 s p i r e 	 m u rr a y fi e l d 	 h o s p it a l 	 i n 	 e d i n b u r g h	
across six separate legs which aimed to 
include as many spire hospitals as possible 
other examples of corporate and local 
community support during the year include
•  spire hull and east riding hospital held 
their own grand depart festivities which 
raised £6000 for marie curie cancer care 
•  through various fundraising events spire 
harpenden hospital raised £6500 for local 
and international charities 
looking after our environment 
we want to take care of the environment 
as well as our patients and we continue 
to promote a lowcarbon culture across 
our hospitals continued monitoring 
and targeting of our buildings’ energy 
consumption takes place through our 
energy remote monitoring system which 
we run with our partners schneider electric 
a r t ifi c i a l 	 l i g h t i n g 	 ac c o u n ts 	 f o r 	 a 	 s i g n ifi ca n t	
portion of electrical energy consumed 
through the operation of our buildings 
and has been selected as a key area of 
investment to reduce energy consumption
we have installed led street and car park 
lighting at 21 of our hospitals improving 
lighting and reducing energy consumption 
r e p l ac i n g 	 j u st 	 o v e r 	 5 00 	 fit t i n g s 	 h a s 	 y i e l d ed	
in excess of 70 energy savings and future 
energy solutions estimate 10year savings 
in excess of £05 million on the basis of 
energy savings reduced maintenance 
costs and environmental tax savings
spire leicester hospital is now our trial site 
for a similar investment in the upgrade of 
internal lighting systems to led technology 
comparative data from october november 
and december 2014 indicates potential 
energy savings of up to 69 are achievable 
we intend to invest further in both these 
areas during 2015 to ensure we continue 
to reduce our electricity consumption 
and realise our energy reduction targets
capital investment in our engineering plant 
c o n t i n u e s 	 t o 	 i m pr o v e 	 e n e r g y 	 ef fi c i e n c y 	
modular condensing heating and hot water 
boilers were installed at spire portsmouth 
spire clare park and spire thames valley 
hospitals in 2014 which are expected to 
deliver a reduction in gas consumption 
at those sites in future years 
our theatre ventilation plant in our hospitals 
ensures rapid air exchange within our theatre 
suites to protect our patients from infection 
by their nature these systems are energy
hungry we replaced ageing systems in 
norwich and cheshire in 2014 installing 
h i g h ef fi c i e n c y 	 c o n t r o l 	 a n d 	 h e a t 	 r ec o v e r y	
systems that help deliver this critical air 
i n 	 t h e 	 m o st 	 ef fi c i e n t 	 w a y 
reduced co
2
 emissions is also being achieved 
t h r o u g h 	 t h e 	 c o m p a n y 	 c a r 	 fl e et 	 l i st 	 t h e	
approved vehicle list is reassessed regularly to 
e n s u r e 	 t h e 	 m o st 	 ef fi c i e n t 	 a n d 	 c o st ef f e c t i v e	
models are available from a 2010 baseline 
average of 145 co
2
	 g km  	 t h e 	 fl e et 	 n o w	
averages 120 co
2
 gkm a 17 reduction
the car choice list has been revised using 
a whole life costing model the co
2
 gkm 
range on the list is now between 88 and 102 
which will further reduce the overall average 
as vehicles are replaced
energy saving opportunity 
scheme esos
a r t i c l e 	 8 	 of 	 t h e 	 e u 	 e n e r g y 	 e f fi c i e n c y 	 d i r ec t i v e	
requires all member states to introduce 
a programme of regular energy audits 
for ‘large enterprises’ the uk government 
believes that this programme offers a 
s i g n ifi ca n t 	 o ppo r t u n it y 	 f o r 	 t h e 	 u k 	 it 	 w i l l	
help drive the takeup of costeffective 
e n e r g y 	 ef fi c i e n c y 	 m e a s u r e s 	 b y 	 p a r t i c i p a n ts 	
be n efit i n g 	 t h e i r 	 c o m pet it i v e n e s s 	 a n d	
contributing to the wider growth agenda
esos is the government’s proposed 
approach to implementing this requirement 
and is a mandatory energy assessment 
scheme for organisations in the uk that 
meet certain criteria 
spire’s audits took place in december 2014 
conducted by an approved esos assessor 
a n d 	 t h e 	 r e s u lts 	 w i l l 	 be 	 n ot ifi ed 	 t o 	 t h e	
environment agency in line with the esos 
regulations the audits were carried out in 
four hospitals one clinic the ndc and the 
r e ad i n g 	 fi n a n c e 	 o f fi c e  	 t h e 	 ex pec t a t io n	
is that the esos assessments will help spire 
to identify costeffective measures to save 
energy and money
caledonian challenge – participated 
in by consultants and staff
44
strategic report
spire healthcare group plc annual report 2014 waste
the ndc provides the group with a 
collection service removing cardboard and 
paper for recycling which avoids this waste 
entering into the general waste stream 
the success of this scheme has resulted 
in an increase of cardboard and paper 
recycling by 10 or 60 tonnes 1 jan 2014 
to 31 dec 2014
central purchasing continues to work with 
our strategic waste management partners 
to help direct general waste that is generated 
b y 	 t h e 	 g r o u p 	 a w a y 	 f r o m 	 l a n dfi l l 	 a n d 	 i n t o	
energy from waste efw facilities over 80 
of our general waste 1700 tonnes is now 
being recycled utilising material recycling 
facilities and around 10 of the residue 
waste is now being sent to efw all the 
clinical waste generated by clinical facilities 
is now either incinerated or pretreated and 
the residual sent to efw
greenhouse gas emissions ghg 
this section provides the emission data  
and supporting information required by  
the companies act 2006 strategic report 
and directors’ report regulations 2013  
part 7 disclosures concerning greenhouse 
gas emissions
footprint boundary
an operational control approach has been 
u s ed 	 t o 	 d efi n e 	 t h e 	 g h g 	 e m i s s io n s 	 bo u n d a r y 	
a s 	 d efi n ed 	 i n 	 def r a ’ s 	 l a t e st 	 e n v i r o n m e n t a l	
reporting guidelines “your organisation has 
operational control over an operation if it or 
one of its subsidiaries has the full authority 
to introduce and implement its operating 
policies at the operation” 
for spire healthcare this captures emissions 
associated with the operation of all our 
hospitals and other buildings such as clinics 
of fi c e s 	 a n d 	 t h e 	 n dc 	 p l u s 	 c o m p a n yo w n ed	
and leased transport as spire has no 
overseas operations all emissions refer  
to uk operations only 
emissions sources
all material scope one and two emissions 
are included these are 
•  fuel combustion stationary natural gas 
diesel oil and mobile vehicle fuel 
•  purchased electricity and
•  fugitive emissions refrigeration fgases 
medical gases
there are no known process emissions 
and no purchased heat or steam 
methodology and emissions factors
o u r 	 fi g u r e s 	 h a v e 	 bee n 	 ca l c u l a t ed 	 u s i n g	
the methodology set out in environmental 
reporting guidelines ref pb 13944 
published by defra in june 2013 emissions 
factors are taken from deccdefra’s 
june 2014 update 
ghg emissions data
the ghg emissions for spire healthcare 
for the reporting period january–
december 2014 were 45054tco
2
e 
as 	 t h i s 	 i s 	 t h e 	 fi r st 	 r e po r t i n g 	 y e a r  	 n o 	 h i st o ri ca l	
comparison is available 
emissions intensity
for the purposes of establishing a baseline 
and ongoing comparison we are required 
to express the ghg emissions data using 
a ‘carbon intensity’ metric 
the intensity metric we have chosen is 
revenue spire healthcare’s revenue in 
2014 was £856 million giving an intensity 
of 526tco
2
e per £m revenue
2014 total emissions  
tco
2
e
230
25
145
600
 fuel combustion stationary 10360
 fuel combustion mobile 1124
 facility operation 6543
 purchased electricity 27027
alina carunto  
specialist breast care nurse  
– spire bushey hospital
alina has set up local patient support 
group pink petal club for women living 
with breast cancer in north london 
alina started the group to help women 
meet others in the same situation 
and to provide extra support by having 
specialists such as breast surgeons 
lymphedema nurses dentists 
nutritionists and hairdressers answer 
questions on treatment lifestyle 
side effects and surgery 
one patient said of the club “one of 
the most amazing afternoons since 
my diagnosis was when i was given 
the opportunity to talk to other 
women who have had similar 
experiences to me”
rob and the cycling challenge team 
at the start line 
45 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information the longterm collaboration between nhs hull clinical 
commissioning group and spire hull and east riding  
hospital works so successfully because it is based around  
a set of common objectives and shared values that put 
patients at the centre of their care
partnering  
with the nhs
where are we 
spire hull and east riding hospital
open to everyone
strategic report spire hospitals work with local 
nhs hospital trusts and clinical 
commissioning groups ccgs to provide 
s pec ifi c 	 s e r v i c e s 	 a n d 	 ad d it io n a l 	 ca p ac it y	
for nhs patients we are part of the local 
healthcare economy across the country 
our hospital directors develop close 
working relationships with nhs 
commissioners in order to respond to 
nhs capacity constraints local priorities 
and patient needs 
the chronic pain infusion service featured 
on these pages built up at spire hull and 
east riding hospital in response to a local 
ccg request is just one example 
as julia mizon of nhs hull ccg says “the 
infusion therapy service is a key example 
of our collaborative approach a clear pain 
pathway is in place across the local health 
community led by the pain management 
t e a m 	 a t 	 s p i r e  	 w h i c h 	 h a s 	 s i g n ifi ca n t l y	
improved the standard of care for this 
group of patients”
our services are complementary to the 
nhs but we share a common objective 
we are all driven by patient needs
74
nhs treatments at the pain management 
unit rise from 2012 to 2014 
investment in additional equipment and 
the development of a specialist team of 
pain consultant anaesthetists and nurses 
at spire hull and east riding hospital 
has seen nhs treatments at the pain 
management unit rise 74 between 
2012 and 2014
strategic report
governance
financial statements
shareholder information risk management and internal control
the following section describes the risk management 
and internal control processes employed by the  
group for the year to help ensure the delivery  
of its corporate objectives
group board
executive 
management 
team 
clinical governance 
and safety
audit and risk
risk management framework
48
strategic report
spire healthcare group plc annual report 2014 approach to managing risk
overall responsibility for the 
group’s risk management  
and internal control systems  
together ‘the risk management 
framework’ lies with the board 
of directors
the board has delegated key 
elements of the oversight of  
the group’s risk management 
framework to two committees 
as detailed below
board committee members committee role membership
audit and risk chair robert lerwill 
members dame 
janet husband  
tony bourne
to monitor the integrity of financial reporting and to assist 
the board in its review of the effectiveness of the group’s 
internal control and risk management systems
independent nonexecutive 
directors
clinical governance 
and safety
chair dame 
janet husband 
members tony 
bourne garry watts 
and rob roger
to promote on behalf of the board a culture of high
quality and safe patient care and to monitor the group’s 
nonfinancial risks and their associated processes policies 
and controls in the following areas
a clinical and regulatory risks
b health and safety
c facilities and plant
chair independent  
nonexecutive director
members executive and 
nonexecutive directors
the audit and risk committee with the assistance of the clinical 
governance and safety committee cgsc provides the board with 
advice on the group’s overall risk appetite and strategy and a view on 
current risk exposures the future risk strategy and the effectiveness 
of the group’s risk management and internal control processes the 
cgsc reports on the specific risks that it monitors see table below 
to the audit and risk committee and additional detail on the work 
of the cgsc in conjunction with the audit and risk committee can 
be found on pages 70 and 71
the risk management framework is designed to identify evaluate 
and mitigate the risks that the group faces the underlying process 
aims to understand and mitigate rather than eliminate the risk of 
failure to achieve business objectives and therefore can only provide 
reasonable and not absolute assurance against loss
appetite for risk is considered at board meetings whenever 
significant strategic financial or operational decisions are 
made and is a key part of ongoing discussions about strategy 
the board recognises that it has limited control over many of the 
external risks it faces such as macroeconomic events and the 
complex regulatory environment and it periodically reviews the 
potential impact of such ongoing risks on the business and actively 
considers them in its decision making see the list of principal risks 
on pages 52 to 55 including how we manage the risks 
49 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information risk management and internal controls
the adequacy of the group’s risk management and internal control 
processes was subject to detailed scrutiny by independent assessors 
as part of the ipo and was deemed as being appropriate given 
the nature and scale of the group at that time however the board 
recognises that as a listed company the group needs to conform 
to the uk corporate governance code uk code and to increasing 
regulatory expectations in consequence following the ipo the 
board has initiated reviews of existing risk management oversight 
arrangements and processes to identify where improvements 
can be made to bring the group into line with best practice 
since july the overall corporate governance structure has been 
modified and strengthened to meet the more stringent regulatory 
requirements and uk code obligations this is still being formulated 
in certain areas and is being closely monitored to ensure adherence 
to best practice
the overall risk management framework is being reviewed by the 
board and its committees during 2015 
clinical governance and safety committee
up until july 2014 clinical delivery and patient safety risk was 
subject to detailed internal scrutiny and monitoring by the executive 
management team and by a board subcommittee the clinical 
governance and risk committee whose membership comprised 
the executive chairman a nonexecutive director and the director 
of clinical services 
subsequent to the ipo this committee has been restructured and 
renamed the cgsc it is chaired by an independent nonexecutive 
director dame janet husband who possesses relevant clinical 
expertise and its membership comprises a mix of nonexecutive 
and executive directors see details on pages 70 and 71 
corporate risks
all significant risks facing the group are captured within a corporate 
risk register and are assessed in terms of likelihood and potential 
impact each such risk is owned by a member of the executive 
management team who works with the senior management 
responsible for the monitoring and mitigation of that risk since july 
2014 the corporate risk register has been subject to detailed review 
and has been updated to reflect the additional risks associated with 
being a listed group and developing issues in the wider regulatory 
environment to ensure it remains complete and relevant to support 
decision making the principal risks facing the group drawn from 
the risks listed in the corporate risk register are detailed on 
pages 52 to 55
internal control
the principal internal controls and assurance activity over the risks 
that are directly manageable by the group are
standard policies and procedures
the group has documented policies and standard procedures in place 
covering all significant activities and areas of risk which are subject 
to regular review and update 
assurance over clinical delivery and clinical regulatory 
compliance risks
as a provider of clinical services to patients the group faces a specific 
set of nonfinancial risks associated with such provision in relation 
to these risks
• the corporate clinical services team which is independent of 
the hospital operations and is led by the group medical director 
oversees a national programme of clinical audits in addition 
to conducting onsite clinical reviews of every hospital and 
nonhospital unit according to the approach taken at regulatory 
inspections as part of the overall framework for clinical governance 
and quality to ensure that clinical risk and clinical regulatory 
compliance is managed effectively across all registered sites 
the results of these activities are regularly reviewed by the 
corporate clinical services team business unit directors and 
matrons the executive management team and the cgsc 
risk management and internal control
continued
50
strategic report
spire healthcare group plc annual report 2014 • comprehensive nonfinancial management information on clinical 
performance including safety clinical effectiveness and customer 
experience is produced and reviewed quarterly against preagreed 
standards by the corporate clinical services team business unit 
directors and matrons the executive management team and the 
cgsc specific kpi measures drawn from this management 
information are given on pages 24 and 27
• the group is subject to substantial levels of external inspection and 
review both by the range of clinical regulators and through choice 
such as the rolling programme of health  safety inspections 
carried out by thirdparty specialists the outcomes of all such 
inspection activity are reviewed by management the executive 
management team and the cgsc and
• the structures and processes for internal confirmation of clinical 
regulatory compliance and the level of evidence and assurance 
required to monitor this on an ongoing basis have been further 
strengthened and formalised from early 2015
financial and operational controls
financial control is established through
• the annual process of preparing business plans and budgets 
followed up by close monitoring of operational performance 
by the executive management team and the board 
• monthly monitoring of actual results compared to budgets 
forecasts and the previous year
• all material capital expenditure is subject to an investment 
evaluation and authorisation procedure
• common accounting policies and procedures and
• the group’s treasury position and forecast liquidity are kept under 
review to ensure that borrowings are aligned with the group’s 
growth and are in compliance with banking covenants
other nonfinancial operational risk is managed by means of 
the application of best practice as defined by group policies and 
standard procedures in areas such as project management human 
resources management and it security and delivery supported by 
detailed performance monitoring of outputs and issues
internal auditinternal control assurance
the group has not historically considered it necessary to establish 
an internal audit function in part because through the way that 
hospitals and administration activities are structured the initiation 
of transactions are entirely separated from the delivery of the 
associated services and their financial recording and the low level 
of delegated authority at hospital level which limits risk reliance is 
placed on the management review process transactionlevel controls 
built into business processes and other forms of assurance activity 
and audits being performed across the group including clinical 
and health and safety audits and regulatory inspections 
the need for an internal audit function will be reviewed by the audit 
and risk committee during 2015 alongside the implementation of 
any revisions to the risk management framework taking into account 
assurance activity undertaken on clinical delivery clinical regulatory 
compliance and on the risk management framework
continuous learning
accepting that an internal control system cannot guarantee to reduce 
error or loss to zero the group takes all instances of complaints 
control failures regulatory noncompliance or other risk events very 
seriously and has detailed processes in place to take action in respect 
of each specific issue identified to understand the cause and to learn 
from the event wherever possible so that the chance of reoccurrence 
is minimised an open culture is promoted within the group that 
positively encourages the reporting of all risk events and other issues 
arising the number and nature of events arising and the operation 
of event management processes are closely monitored by hospital 
management the executive management team the cgsc and 
the audit and risk committee
the group operates an independent whistleblowing service 
to facilitate reporting of any issues or concerns that staff may 
have that they are unwilling to raise via any other channel
details of the principal risks facing the group and the controls 
and mitigating actions applied to them are set out overleaf
51 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information principal risks
risk description and impact risk change related strategic pillars how we manage the risk
macroeconomic 
conditions
approximately 70 of the group’s revenue is dependent on private patients having private 
medical insurance pmi paid by their employer or paid by the individual or being able to 
afford its services selfpay 
in an economic downturn the number of insured individuals falls with the level of 
employment and individuals have reduced real income to fund insurance or ‘selfpay’  
for procedures
this would have an adverse effect on the group’s business the results of its operations  
and prospects
down the board manages this risk by regularly reviewing market conditions and economic indicators to assess whether 
actions are required
as successfully employed in the recent economic downturn if the private market contracts the group can try to 
reduce costs and future investment to improve profit and cashflow and may be able to offer the released capacity 
to the nhs at its lower tariff reducing the impact on profit 
government policy change in the mediumterm public funding of nhs services provision andor the 
prioritisation of this funding to particular service lines over time elective healthcare 
ae community care etc could adversely reduce the flow of nhs patients 
changes in the service level requirements for providers of nhs services and service level 
commitments to members of the public served by the nhs could adversely impact the 
attractiveness of privately funded treatment
a fundamental change in the tariff structure pricing arrangements associated with the 
provision of services to the nhs could result in reduced access to patients reduced tariffs 
or reduced prices leading to reduced volumes andor margins
up the group believes that the private sector has become a fundamental partner of the nhs across the uk the 
continued use of private facilities is in spire’s view the best way to meet the challenges facing the nhs particularly 
as there is limited capacity within the nhs to take back work currently undertaken by the private sector 
the group’s service levels are confirmed by regular surveys of patients gps and consultants which provide ongoing 
feedback to ensure nhs requirements whether as providers or as commitments to its patients are met in 
addition the board regularly reviews the competitiveness of its patient offering both nhs and private patients 
the board continually monitors government policy nhs requirements and associated tariff structures to consider 
the need for cost andor investment reduction whether in the short medium or long term
see spire hull and east riding hospital’s case study on pages 46 and 47 which demonstrates a successful 
partnership with the nhs
laws regulations 
and loss of 
reputation
the group operates in a highly regulated environment including complying with the 
requirements of for example the cqc monitor and the cma 
failure to comply with laws regulations or regulatory standards may expose the group to 
patient claims fines penalties damage to reputation suspension from the treatment of nhs 
patients and loss of private patients such that the group may not be able to operate one or 
more of its hospitals causing a significant reduction in profit
in addition the group could fail to anticipate legal or regulatory changes leading to a 
significant financial or reputational impact
down following the ipo the group is in the process of implementing a new groupwide risk management framework 
and associated policies and procedures which is tasked with the review monitoring and via the executive 
management team ensuring that these risks are mitigated as far as possible during 2015 this framework will 
be further strengthened in order to monitor and react to the changing regulatory framework of a listed company 
in the healthcare sector 
emerging legal or regulatory changes are monitored by the board its executive management team and the 
risk board committees as well as consultations with external advisers and industry briefings 
clinical care spire operates in a highly complex medical sector and requires high clinical standards from 
staff consultants and thirdparty suppliers if they fail to meet the standards required the 
group may be subject to litigation andor media coverage resulting in reputational damage 
and potentially financial loss
the group’s future growth depends upon its ability to maintain its reputation for highquality 
services by meeting its quality goals poor clinical outcomes negative media comment or 
patient gp andor consultant dissatisfaction could reduce the quality ratings which could 
lead to a loss of patient referrals 
the group could receive claims arising from clinical care that could exceed its insurance limits 
of cover giving rise to additional expenses being borne by the group
level spire has implemented and continually monitors its clinical standards policies and procedures the introduction 
of the board’s clinical governance and safety committee will aid the monitoring and control of clinical risks
a number of key performance indicators are used in the assessment of clinical standards and these may be found 
in the clinical review on pages 38 and 39
the group reviews and maintains insurance to mitigate the possibility of a major loss adequacy of cover 
is reviewed annually with the group’s brokers 
the group’s principal financial and operational risks how they 
have changed and how they are managed are shown below
52
strategic report
spire healthcare group plc annual report 2014 risk description and impact risk change related strategic pillars how we manage the risk
macroeconomic 
conditions
approximately 70 of the group’s revenue is dependent on private patients having private 
medical insurance pmi paid by their employer or paid by the individual or being able to 
afford its services selfpay 
in an economic downturn the number of insured individuals falls with the level of 
employment and individuals have reduced real income to fund insurance or ‘selfpay’  
for procedures
this would have an adverse effect on the group’s business the results of its operations  
and prospects
down the board manages this risk by regularly reviewing market conditions and economic indicators to assess whether 
actions are required
as successfully employed in the recent economic downturn if the private market contracts the group can try to 
reduce costs and future investment to improve profit and cashflow and may be able to offer the released capacity 
to the nhs at its lower tariff reducing the impact on profit 
government policy change in the mediumterm public funding of nhs services provision andor the 
prioritisation of this funding to particular service lines over time elective healthcare 
ae community care etc could adversely reduce the flow of nhs patients 
changes in the service level requirements for providers of nhs services and service level 
commitments to members of the public served by the nhs could adversely impact the 
attractiveness of privately funded treatment
a fundamental change in the tariff structure pricing arrangements associated with the 
provision of services to the nhs could result in reduced access to patients reduced tariffs 
or reduced prices leading to reduced volumes andor margins
up the group believes that the private sector has become a fundamental partner of the nhs across the uk the 
continued use of private facilities is in spire’s view the best way to meet the challenges facing the nhs particularly 
as there is limited capacity within the nhs to take back work currently undertaken by the private sector 
the group’s service levels are confirmed by regular surveys of patients gps and consultants which provide ongoing 
feedback to ensure nhs requirements whether as providers or as commitments to its patients are met in 
addition the board regularly reviews the competitiveness of its patient offering both nhs and private patients 
the board continually monitors government policy nhs requirements and associated tariff structures to consider 
the need for cost andor investment reduction whether in the short medium or long term
see spire hull and east riding hospital’s case study on pages 46 and 47 which demonstrates a successful 
partnership with the nhs
laws regulations 
and loss of 
reputation
the group operates in a highly regulated environment including complying with the 
requirements of for example the cqc monitor and the cma 
failure to comply with laws regulations or regulatory standards may expose the group to 
patient claims fines penalties damage to reputation suspension from the treatment of nhs 
patients and loss of private patients such that the group may not be able to operate one or 
more of its hospitals causing a significant reduction in profit
in addition the group could fail to anticipate legal or regulatory changes leading to a 
significant financial or reputational impact
down following the ipo the group is in the process of implementing a new groupwide risk management framework 
and associated policies and procedures which is tasked with the review monitoring and via the executive 
management team ensuring that these risks are mitigated as far as possible during 2015 this framework will 
be further strengthened in order to monitor and react to the changing regulatory framework of a listed company 
in the healthcare sector 
emerging legal or regulatory changes are monitored by the board its executive management team and the 
risk board committees as well as consultations with external advisers and industry briefings 
clinical care spire operates in a highly complex medical sector and requires high clinical standards from 
staff consultants and thirdparty suppliers if they fail to meet the standards required the 
group may be subject to litigation andor media coverage resulting in reputational damage 
and potentially financial loss
the group’s future growth depends upon its ability to maintain its reputation for highquality 
services by meeting its quality goals poor clinical outcomes negative media comment or 
patient gp andor consultant dissatisfaction could reduce the quality ratings which could 
lead to a loss of patient referrals 
the group could receive claims arising from clinical care that could exceed its insurance limits 
of cover giving rise to additional expenses being borne by the group
level spire has implemented and continually monitors its clinical standards policies and procedures the introduction 
of the board’s clinical governance and safety committee will aid the monitoring and control of clinical risks
a number of key performance indicators are used in the assessment of clinical standards and these may be found 
in the clinical review on pages 38 and 39
the group reviews and maintains insurance to mitigate the possibility of a major loss adequacy of cover 
is reviewed annually with the group’s brokers 
1 t o drive strong growth 
through a clear focus on  
our three payor groups
3 to develop new sites and 
services particularly for the 
treatment of cancer 
2 t o maximise utilisation  
of existing sites by  
growing volume
4 t o drive efficiency  
and improve productivity 
our strategic pillars
53 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information principal risks
continued
risk description and impact risk change related strategic pillars how we manage the risk
competitor 
challenge
spire operates in a highly competitive market new or existing competitors may enter the 
market of one or more of our existing hospitals or offer new services reducing the market 
share for the group
the potential impact would be the loss of market share and reduced profitability  
and cashflow
level the group maintains a watching brief on new and existing competitor activity and retains the ability to react 
quickly to changes in patient and market demand
the group considers that a partial mitigation of the impact of competitor activity is ensured by providing patients 
with highquality care and by maintaining good working relationships with gps and consultants
concentration 
of pmi market 
the pmi market is concentrated with the top four companies – bupa axa aviva and 
vitalityhealth formerly pruhealth – having a market share of over 87 see page 13
loss of an existing contractual relationship with any of the key players could significantly 
reduce revenue and profit
down the group works hard to maintain good relationships and a joint productpatient health offering with the pmi 
companies which it is believed assists the healthcare sector as a whole in delivering highquality patient care 
the board believes continuing to invest in its wellplaced portfolio of hospitals should provide a natural fit to the 
local requirements of all the pmi providers
the group has entered into contracts to continue the good relationships for the long term see bupa in the 
chief executive officer’s statement on page 8 and to reduce the group’s risk
availability of key 
medical staff
due to growing demand for healthcare and a limited supply of appropriately qualified 
nursing staff the healthcare sector is seeing a rising shortage of skilled nursing staff 
profitable growth in line with the group’s strategy requires an expansion of clinical services 
in hospitals particularly including more complex surgical procedures and ongoing treatment 
of higherrisk patients which could be impacted by a shortage of key medical staff
in order to expand our directory of services at hospital level in line with our strategy 
it is  vital to have access to appropriately qualified selfemployed consultants 
the market may well see salary rates rise as competition for staff increases and 
as a result the group’s costs would increase and its profits would reduce 
up the board focuses on staff retention evidenced by very high levels of staff satisfaction and hence low staff 
turnover and its excellent reputation to attract new staff 
overseas recruitment of englishspeaking nurses is being used to mitigate the uk shortage of trained nursing staff 
and to reduce the cost of using agency staff 
the group believes consultants are attracted by its advanced facilities technology and equipment excellent brand 
and reputation the availability of a broad range of treatments skilled nursing staff and medical support staff and 
the efficiency of administrative support the group undertakes continuous investment in its equipment facilities 
and services to retain highquality consultants and also provides theatre capacity to new consultants this is 
confirmed by high consultant satisfaction levels see page 24 
an employee survey is conducted annually to establish employee satisfaction and where appropriate changes 
in working practices are made in response to the survey findings to aid retention
investment plans 
and execution
the capital investment programme which includes it system developments for the group in 
2015 and beyond consists of the largest number of parallel developments undertaken to date
the management of the programme brings risks relating to 
• delays in bringing additional facilities or it functionality on line
• cost overruns and
• change capacity and project management capability
any major cost overrun or substantial delay in delivery could impact upon the expected 
returns and the group’s planned profit growth and future cashflow
up the group ensures change and project risks are minimised by the following
• a detailed financial and operational appraisal process is in place to evaluate the expected returns on capital 
during the course of development the actual costs and estimated returns are regularly monitored 
• implementing robust bid procedures including a thorough review of the contract terms and conditions 
technical requirements and programme cost forecasting
• rigorous planning and programme and project management
• the selection of contractors and suppliers is based upon track record of delivery and credit worthiness and
• regular reviews of the programme and individual projects by the executive sponsor and the board
liquidity and 
covenant risk
the group may have insufficient liquid resources to meet its financial liabilities  
as they fall due or breach financial covenants linked to its borrowings
failure to meet its obligations or covenants would have a substantial adverse effect 
on the group’s reputation and may lead to borrowings becoming repayable earlier 
than contracted for
down the group actively monitors and manages its liquid asset position its financial liabilities falling due and the cover 
against its loan covenants
forward projections show that the group can meet its liquidity requirements from existing liquid assets and 
maintain its loan covenant obligations even in adverse scenarios in addition there is a committed undrawn 
revolving credit facility of £100 million available to meet liquidity needs if required
in an adverse scenario capital expenditure could be cut back to reduce the demand on liquidity
interest rate risk the group has liabilities outstanding under floating rate bank loan facilities 
and is therefore exposed to interest rate risk from fluctuations in market rates
cashflows would be adversely impacted due to any increases in interest rates 
reducing availability for other purposes
down on a regular basis the group reviews the cost benefit of entering into derivative financial instruments to hedge 
its exposure to interest rate volatility based on existing variable rates current and predicted interest yield curves 
and the cost of associated mediumterm derivative financial instruments
the impact of changes in market rates of interest would be partially mitigated by increased rates receivable  
on money market deposits
54
strategic report
spire healthcare group plc annual report 2014 risk description and impact risk change related strategic pillars how we manage the risk
competitor 
challenge
spire operates in a highly competitive market new or existing competitors may enter the 
market of one or more of our existing hospitals or offer new services reducing the market 
share for the group
the potential impact would be the loss of market share and reduced profitability  
and cashflow
level the group maintains a watching brief on new and existing competitor activity and retains the ability to react 
quickly to changes in patient and market demand
the group considers that a partial mitigation of the impact of competitor activity is ensured by providing patients 
with highquality care and by maintaining good working relationships with gps and consultants
concentration 
of pmi market 
the pmi market is concentrated with the top four companies – bupa axa aviva and 
vitalityhealth formerly pruhealth – having a market share of over 87 see page 13
loss of an existing contractual relationship with any of the key players could significantly 
reduce revenue and profit
down the group works hard to maintain good relationships and a joint productpatient health offering with the pmi 
companies which it is believed assists the healthcare sector as a whole in delivering highquality patient care 
the board believes continuing to invest in its wellplaced portfolio of hospitals should provide a natural fit to the 
local requirements of all the pmi providers
the group has entered into contracts to continue the good relationships for the long term see bupa in the 
chief executive officer’s statement on page 8 and to reduce the group’s risk
availability of key 
medical staff
due to growing demand for healthcare and a limited supply of appropriately qualified 
nursing staff the healthcare sector is seeing a rising shortage of skilled nursing staff 
profitable growth in line with the group’s strategy requires an expansion of clinical services 
in hospitals particularly including more complex surgical procedures and ongoing treatment 
of higherrisk patients which could be impacted by a shortage of key medical staff
in order to expand our directory of services at hospital level in line with our strategy 
it is  vital to have access to appropriately qualified selfemployed consultants 
the market may well see salary rates rise as competition for staff increases and 
as a result the group’s costs would increase and its profits would reduce 
up the board focuses on staff retention evidenced by very high levels of staff satisfaction and hence low staff 
turnover and its excellent reputation to attract new staff 
overseas recruitment of englishspeaking nurses is being used to mitigate the uk shortage of trained nursing staff 
and to reduce the cost of using agency staff 
the group believes consultants are attracted by its advanced facilities technology and equipment excellent brand 
and reputation the availability of a broad range of treatments skilled nursing staff and medical support staff and 
the efficiency of administrative support the group undertakes continuous investment in its equipment facilities 
and services to retain highquality consultants and also provides theatre capacity to new consultants this is 
confirmed by high consultant satisfaction levels see page 24 
an employee survey is conducted annually to establish employee satisfaction and where appropriate changes 
in working practices are made in response to the survey findings to aid retention
investment plans 
and execution
the capital investment programme which includes it system developments for the group in 
2015 and beyond consists of the largest number of parallel developments undertaken to date
the management of the programme brings risks relating to 
• delays in bringing additional facilities or it functionality on line
• cost overruns and
• change capacity and project management capability
any major cost overrun or substantial delay in delivery could impact upon the expected 
returns and the group’s planned profit growth and future cashflow
up the group ensures change and project risks are minimised by the following
• a detailed financial and operational appraisal process is in place to evaluate the expected returns on capital 
during the course of development the actual costs and estimated returns are regularly monitored 
• implementing robust bid procedures including a thorough review of the contract terms and conditions 
technical requirements and programme cost forecasting
• rigorous planning and programme and project management
• the selection of contractors and suppliers is based upon track record of delivery and credit worthiness and
• regular reviews of the programme and individual projects by the executive sponsor and the board
liquidity and 
covenant risk
the group may have insufficient liquid resources to meet its financial liabilities  
as they fall due or breach financial covenants linked to its borrowings
failure to meet its obligations or covenants would have a substantial adverse effect 
on the group’s reputation and may lead to borrowings becoming repayable earlier 
than contracted for
down the group actively monitors and manages its liquid asset position its financial liabilities falling due and the cover 
against its loan covenants
forward projections show that the group can meet its liquidity requirements from existing liquid assets and 
maintain its loan covenant obligations even in adverse scenarios in addition there is a committed undrawn 
revolving credit facility of £100 million available to meet liquidity needs if required
in an adverse scenario capital expenditure could be cut back to reduce the demand on liquidity
interest rate risk the group has liabilities outstanding under floating rate bank loan facilities 
and is therefore exposed to interest rate risk from fluctuations in market rates
cashflows would be adversely impacted due to any increases in interest rates 
reducing availability for other purposes
down on a regular basis the group reviews the cost benefit of entering into derivative financial instruments to hedge 
its exposure to interest rate volatility based on existing variable rates current and predicted interest yield curves 
and the cost of associated mediumterm derivative financial instruments
the impact of changes in market rates of interest would be partially mitigated by increased rates receivable  
on money market deposits
the strategic report from page 1 to page 55 was reviewed 
approved by the board and signed on its behalf on 23 march 2015 
rob roger
chief executive officer
23 march 2015
55 spire healthcare group plc annual report 2014
strategic report
governance
financial statements
shareholder information our board of directors
in preparation for the ipo  
the board of directors was 
strengthened increasing 
its experience and diversity 
in order to achieve spire’s 
strategic aspirations
garry watts 
nonexecutive chairman 
garry watts fca mbe joined the group 
as executive chairman in 2011 and became 
nonexecutive chairman at the time of the 
ipo in 2014 prior to joining spire he was 
ceo of ssl international plc for seven years 
and before that its cfo ssl was a £25 
billion international consumer healthcare brands company which 
was acquired by reckitt benckiser in late 2010 garry is also chairman 
of btg plc and of foxtons group plc deputy chairman of stagecoach 
group plc and a nonexecutive director of cocacola enterprises inc 
a chartered accountant and former partner at kpmg garry was 
previously an executive director of celltech plc and of medeva plc 
and a nonexecutive director of protherics plc other roles have 
included 17 years as a member of the uk medicines and healthcare 
products regulatory agency supervisory board
garry is a member of the clinical governance and safety committee 
rob roger
chief executive officer 
rob roger has been ceo of spire since may 
2011 previously he was appointed cfo 
when spire healthcare was formed in 2007  
prior to joining spire rob spent nine years 
with the tussauds group as cfo during this 
time he also had responsibility for business 
development was ceo acting in 2001–2002 and oversaw the 
opening of madame t ussauds in six markets he oversaw the sale of 
the tussauds group to merlin entertainment in april 2007  prior to 
this rob was cfo of first choice holidays and flights in 1995–1997 
and was cfo of pizza hut in france in 1992–1995 overseeing the 
rollout of 150 sites across france rob qualified as a chartered 
accountant with pricewaterhousecoopers llp 
rob is a member of the nomination committee and clinical 
governance and safety committee 
simon gordon 
chief financial officer 
simon gordon joined spire in july 2011 
having spent eight years as group finance 
director of leading international health and 
fitness club business virgin active during 
his time at virgin active the business grew 
from breakeven to £150 million ebitda 
operating in five countries this growth was achieved by a 
successful combination of organic development and acquisition 
prior to joining virgin active simon worked for kpmg on both 
audit and transaction advisory projects for both listed and private 
companies simon qualified as a chartered accountant with kpmg
simon does not sit on any board committees
56
governance
spire healthcare group plc annual report 2014 tony bourne 
independent nonexecutive director  
tony bourne has been a nonexecutive 
director since june 2014 he is also 
nonexecutive director at various 
companies including barchester healthcare 
limited one of the uk’s largest residential 
care home businesses and bioquell plc a 
london stock exchangelisted company with a leading position 
in biodecontamination and in testing regulatory and compliance 
services tony was chief executive of the british medical association 
for nine years until 2013 prior to that he was in investment banking 
for over 25 years including as a partner at hawkpoint and as global 
head of the equities division and a member of the managing board 
of paribas tony has also previously served as a nonexecutive director 
of southern housing group from 2004 to 2013 and scope which 
focuses on cerebral palsy and is one of the uk’s largest charities
tony is a member of the audit and risk committee the 
clinical governance and safety committee and is chair 
of the remuneration committee
john gildersleeve 
deputy chairman and  
senior independent director  
john gildersleeve has been the non
executive deputy chairman and senior 
independent director of spire since june 
2014 he has been chairman of the british 
land company plc since january 2013 prior 
to which he served as a nonexecutive director of british land from 
september 2008 and as senior independent director from november 
2010 john is also nonexecutive director of dixons carphone and 
talktalk telecom group plc john served as a director of tesco plc for 
20 years until he retired in 2004 he was formerly chairman of emi 
group and gallaher group plc and was also a nonexecutive director 
of lloyds tsb bank plc and vodafone group
john is a member of the remuneration committee and is chair of the 
nomination committee
professor dame janet husband 
independent nonexecutive director  
dame janet husband has been a non
executive director since june 2014 she 
holds the position of emeritus professor 
of radiology at the institute of cancer 
research and currently serves on the boards 
of royal marsden nhs foundation trust and 
nuada medical group as a nonexecutive director prior to her 
appointment with the group she also served as a specially 
appointed commissioner to the royal hospital chelsea was 
president of the royal college of radiologists and chaired the 
national cancer research institute in the uk she trained in medicine 
at guy’s hospital medical school and was appointed as professor 
of diagnostic radiology at the university of london institute of 
cancer research in addition to more than 20 years as a practising 
consultant radiologist
janet is a member of the audit and risk committee the 
nomination committee and is chair of the clinical governance 
and safety committee
robert lerwill 
independent nonexecutive director  
robert lerwill is a chartered accountant 
and has been a nonexecutive director since 
june 2014 he spent 13 years with arthur 
andersen and 10 at wpp as cfo he then 
joined cable  wireless as cfo in 1996 and 
subsequently became deputy ceo and ceo 
of cable  wireless regional leaving in 2003 in 2000 robert 
joined aegis plc as a nonexecutive director and chair of the audit 
committee and then served as ceo of aegis group from 2005 to 
2008 robert also served as a nonexecutive director at synergy 
health plc from 2005 to 2012 becoming chairman of the board in 
2010 and at british american tobacco plc from 2005 to 2013 where 
he was chair of the audit committee robert currently serves as a 
nonexecutive director of itc limited a large indian conglomerate 
dji holdings plc and the payments council limited robert has a 
ba degree from nottingham university industrial economics and 
has also attended the advanced management program at harvard 
business school
robert is a member of the nomination committee the remuneration 
committee and is chair of the audit and risk committee
dr supraj rajagopalan 
nonexecutive director  
dr supraj rajagopalan has been a non
executive director since june 2014 and has 
served as a nonexecutive director of the 
group since 2012 he is a partner at cinven 
where he leads the firm’s activities in the 
healthcare sector during nearly 10 years at 
cinven he has been involved in a wide variety of transactions 
most recently leading the firm’s investments in amco and medpace  
he has sat on the board of several other cinven portfolio companies 
including phadia and ahlsell prior to joining cinven in 2004 supraj 
worked at the boston consulting group in london advising corporate 
clients in the healthcare and financial services sectors before this 
he was a doctor in the nhs supraj graduated with undergraduate 
and postgraduate degrees in medical sciences from the university  
of cambridge
supraj does not sit on any board committees 
simon rowlands 
nonexecutive director  
simon rowlands has been a nonexecutive 
director since june 2014 and has served as 
a nonexecutive director of the spire group 
since 2007  his other current appointments 
include nonexecutive directorships at 
md medical group and avio simon is a 
founding partner of european private equity firm cinven partners 
which he joined in 1986 at cinven simon established and led the 
healthcare team and was involved in a number of transactions 
including general healthcare group amicus and partnerships in 
care in the uk usp in spain and générale de santé aprovia and 
medimedia in france in july 2012 simon became senior adviser at 
cinven prior to joining cinven simon worked with an international 
consulting firm on multidisciplinary engineering projects in the uk 
and southern africa he has an mba in business a bsc in engineering 
and is a chartered engineer
simon does not sit on any board committees 
57
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 executive management team
the executive management team 
consists of the chief executive 
officer  chief financial officer and 
the following senior executives
dr jeanjacques de gorter
group medical director  
dr jeanjacques de gorter is the group 
medical director and has overseen spire’s 
clinical governance and quality for the past 
nine years prior to this he served as director 
of clinical services for bupa hospitals and 
as a medical director for nhs direct he is 
currently a nonexecutive director at the milton keynes foundation 
trust and chairs its quality committee dr de gorter graduated with 
a bachelor of medicine and bachelor of surgery from charing cross 
and westminster medical school and subsequently completed his 
mba degree at cranfield school of management
daniel toner
general counsel and  
group company secretary  
previously with freshfields and the 
commercial directorate at the department 
of health daniel joined bupa hospitals as 
head of legal in 2006 becoming general 
counsel and company secretary for spire 
in september 2007 
peter kahn
commercial director  
peter joined as commercial director in 
august 2011 after being involved with 
spire as a management consultant for four 
years peter has over 18 years’ experience in 
hospital and health insurance management 
having held senior positions in several 
companies including affinity health which was the largest hospital 
group in australia before it was sold to ramsay healthcare he was 
principal of the management consulting firm intrinsix which was 
established in 2005 providing strategic advice to healthcare 
organisations in australia and internationally
 
 
 
antony mannion
investorpublic relations director 
antony joined spire as investor and public 
relations director in march 2012 having 
spent seven years at ssl international 
plc ending in its acquisition by reckitt 
benckiser in 2010 as group legal director 
and head of acquisitions prior to ssl 
antony had started his career as a corporate lawyer at freshfields 
in london and paris and had then worked as an investment banker 
at citicorp investment bank in london and new york and latterly 
at standard chartered in singapore antony has a wide range of 
experience in all areas of corporate finance and has worked on 
significant acquisition and ipo transactions in the uk europe the us 
south america asia pacific india china and russia immediately prior 
to joining spire antony had worked as a consultant at hawkpoint
neil mccullough
business development director  
following an early career in accounting 
and finance neil moved into healthcare in 
1993 working with bupa uk membership 
where he held a number of senior sales and 
relationship management roles neil moved 
into the bupa hospitals business in 1998 
holding hospital general manager roles in birmingham and east 
anglia he then moved into preventative healthcare with bupa 
wellness in 2002 where as sales director he led the rapid expansion 
of the business for five years
neil joined spire healthcare on its formation in 2007 as hospital 
director at cambridge lea before joining the executive team in 
2011 in his role neil oversees spire’s business development strategy 
both at the local hospital level and corporately – in the uk as well 
as internationally
neil also oversees sales and marketing for spire healthcare 
leading spire’s online and offline marketing brand development 
and communications while supporting spire’s local sales and 
marketing activity
58
governance
spire healthcare group plc annual report 2014 chairman’s governance letter
 f
ollowing the significant changes in narrative reporting recently 
introduced we now present our annual report within the 
expanded reporting requirements including our strategic 
report and the remuneration audit and risk and the new 
clinical governance and safety committee reports together with 
our greenhouse gas emissions and diversity data 
we have used the reporting structure to explain the spire healthcare 
story its strategy and the active ongoing management of our 
successful business model
board 
on admission we formed a new board which will assist in ensuring 
we deliver the group’s strategy for the future
the new independent nonexecutive directors have each taken 
specific responsibility for a board committee and report within 
the following corporate governance section upon the activities 
of the board committee that they have chaired since admission
i consider that the board’s composition addresses our current 
requirements for expertise diversity and experience and as such  
is wellequipped to face the challenge of setting and managing  
the strategic direction of the business 
evaluation
as the group was listed on 23 july 2014 the board decided that an 
evaluation of the board committees and individual directors was 
inappropriate as the board had not been in place for a sufficient 
length of time to provide a meaningful review across the group’s 
annual business cycle the first evaluation will be carried out  
during 2015
this will be an informal evaluation and will include strategy 
succession planning and board composition as well as the changing 
governance and compliance obligations placed on plc boards 
as a new board with diverse commercial skills and experience 
i believe we have already developed good working relationships 
and board synergies which will aid our future stewardship of the 
company and its overall governance we look forward to meeting 
the strategic challenges that the rapidly evolving healthcare sector 
poses for the group
the board is committed to an open dialogue with our shareholders 
and stakeholders i and john gildersleeve our deputy chairman 
ensure we are available for effective engagement whether at 
the annual general meeting or other investor relations activities 
the ongoing programme of meetings in 2014 with investors 
led by the chief executive officer and the chief financial officer 
covered in excess of 130 meetings and presentations of which 
74 were subsequent to the ipo process
finally my board colleagues and i look forward to meeting 
shareholders at our first agm at 11am on 21 may 2015 in freshfields 
bruckhaus deringer’s offices at 65 fleet street london ec4y 1hs
garry watts
chairman
dear shareholder  
welcome to the first annual 
report in which your board 
supported by the executive 
management team embraced 
the challenges of governance  
as an independent public 
company following admission  
to the london stock exchange  
on 23 july 2014
garry watts
chairman 
59
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 corporate governance
compliance with the uk corporate governance code 
uk code
the group has complied with and will continue to comply with the 
principles and code provisions of the uk code except as described 
below from the date of admission
independence is determined by ensuring that apart from receiving 
their fees for acting as directors or owning shares nonexecutive 
directors do not have any other material relationship or additional 
remuneration from or transactions with the group its promoters  
its management or its subsidiaries which in the judgement of the 
board may affect or could appear to affect their independence  
of judgement
the uk code recommends that at least half the board of directors 
of a uklisted company excluding the chairman should comprise 
nonexecutive directors determined by the board to be independent 
in character and judgement and free from relationships or 
circumstances that may affect or could appear to affect the 
directors’ judgement
the group complies with this recommendation of the uk code 
notwithstanding that simon rowlands and dr supraj rajagopalan  
are not independent as they have been nominated to act as 
nonexecutive directors by cinven funds the principal shareholder  
who entered into a relationship agreement with the company on  
7 july 2014 under the terms of that agreement for as long as they 
and their associates control in excess of 30 of the votes able to 
be cast they are entitled to appoint two nonexecutive directors 
when cinven funds control between 15 and 30 of votes they 
will be entitled to appoint one nonexecutive director they control 
4835 of votes as at 23 march 2015
the directors believe that the terms of the relationship agreement 
will enable the group to carry on its business independently  
of cinven funds
the uk code also recommends that the chairman of the board of 
directors should meet the independence criteria set out in the code 
on appointment
garry watts was not independent on appointment having previously 
served as executive chairman of spire following his appointment  
as nonexecutive chairman garry is responsible for the leadership 
and overall effectiveness of the board and setting the board’s agenda 
but he is no longer responsible for the daytoday management of  
the group
conflicts of interest
simon rowlands and dr supraj rajagopalan are partners at cinven 
funds which controls 4835 of the voting rights in the company 
as at 23 march 2015 
save as set out in the paragraph above there are no actual or 
potential conflicts of interest between any duties owed by the 
directors or senior management to the company and their private 
interests or other duties
the group complies with the 
uk corporate governance code 
except as noted 
60
governance
spire healthcare group plc annual report 2014 board and committee structure
ultimate responsibility for the management of the group rests 
with the board of directors
the board focuses primarily upon strategic and policy issues 
and is responsible for
• leadership of the group 
• implementing and monitoring effective controls to assess 
and manage risk
• supporting the executive management team to formulate 
and execute the group’s strategy
• monitoring the performance of the group and
• setting the group’s values and standards
there is a specific schedule of matters reserved for the board
the chairman and the chief executive officer
the division of responsibilities between the chairman and the 
chief executive officer is set out in writing and was reviewed 
and approved by the board during the admission process 
the nonexecutive directors
the nonexecutive directors bring a wide range of skills and 
experience to the board the independent nonexecutive directors 
represent a strong independent element on the board and are well 
placed to constructively challenge and support management they 
help to shape the group’s strategy scrutinise the performance of 
management in meeting the group’s objectives and monitor the 
reporting of performance 
their role is also to satisfy themselves with regard to the integrity  
of the group’s financial information and to ensure that the  
group’s internal controls and risk management systems are robust 
and defensible 
the independent nonexecutive directors oversee the adequacy 
of the risk management and internal control systems from 
their membership of the audit and risk committee and clinical 
governance and safety committee cgsc as well as the 
remuneration for the executive directors from their membership 
of the remuneration committee 
as members of the nomination committee the nonexecutive 
directors also play a pivotal role in board succession planning 
and the appointment of new executive directors
key roles and responsibilities
garry watts 
chairman
the chairman leads the board he is responsible for
• the leadership and overall effectiveness of the board
• a clear structure for the operation of the board and 
its committees
• setting the board agenda in conjunction with the company 
secretary and chief executive and
• ensuring that the board receives accurate relevant and timely 
information about the group’s affairs 
john gildersleeve 
deputy chairman and senior independent director
the board nominates one of the nonexecutive directors 
to act as senior independent director he is responsible for
• being an alternative contact for shareholders at board level other 
than the chairman
• acting as a sounding board for the chairman
• if required being an intermediary for nonexecutive 
directors’ concerns
• undertaking the annual chairman’s performance evaluation and
• when required leading the recruitment process 
for a new chairman 
rob roger 
chief executive officer
the chief executive officer manages the group he is 
responsible for
• developing the group’s strategic direction for consideration  
and approval by the board
• daytoday management of the group’s operations
• the application of the group’s policies
• the implementation of the agreed strategy and
• being accountable to and reporting to the board on the 
performance of the business
daniel toner 
general counsel and group company secretary
the company secretary supports the chairman on board corporate 
governance matters he is responsible for
• planning the agenda for the annual cycles of board  
and committee meetings
• making appropriate information available to the board in a timely 
manner
• ensuring an appropriate level of communication between 
the board and its committees
• ensuring an appropriate level of communication between senior 
management and the nonexecutive directors
• keeping the board appraised of developments in relevant 
legislative regulatory and governance matters and
• facilitating a new director’s induction and assisting with 
professional development as required
61
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 share schemes committee
in addition the board delegates certain responsibilities on an ad hoc basis to the share schemes committee which operates in accordance 
with the delegation of authority agreed by the board
committee role chair of committee membership
share schemes 
committee
to facilitate the administration  
of the company’s share schemes
any member any one executive director
corporate governance
continued
your board in 2014
since the date of admission the board met on four scheduled 
occasions including one by telephone conference for the year 
ended 31 december 2014
the agenda at scheduled meetings in 2014 covered standing agenda 
items including a review on the group’s performance by the chief 
executive officer the current month’s and ytd financial statistics 
by the cfo and a report from the chair of the clinical governance 
and safety committee including a clinical performance report in 
addition the board received a verbal report from other committee 
chairmen where the committee met immediately in advance of the 
scheduled board meeting and the board regularly received reports 
on legal and statutory matters
also in 2014 the board focused upon major elements of the group’s 
operations by
• reviewing and approving the group’s fiveyear strategic plan
• considering a draft 2015 annual operating plan and
• receiving reviewing and approving major capital  
expenditure proposals
the board has a formal schedule of matters reserved to it and 
delegates certain matters to committees as outlined elsewhere 
specific matters reserved for the board considered during the period 
to 31 december 2014 included reviewing the group’s performance 
monthly and ytd approving capital expenditure setting and 
approving the group’s strategy and annual budget and a review 
of the draft dividend policy 
the board’s plan for 2015
it is planned that the board will convene on eight formal scheduled 
occasions including one by telephone conference during 2015 as 
well as holding any necessary ad hoc board and committee meetings 
to consider nonroutine business 
the chairman and the other nonexecutive directors are scheduled 
to meet on their own without the executive directors present 
in addition the nonexecutive directors will also meet without 
the chairman present to discuss matters such as the 
chairman’s performance
the board will maintain its focus on the group’s pursuit of its 
2015 targets and during the year its activities will include
• review and approve the 2014 annual report
• review the proposed final dividend for 2014
• approve the 2015 annual operating plan 
• consider specific major themes
• review the risk management framework and
• follow a rolling agenda ensuring proper time for strategic debate
the board will enhance and streamline information flows to the 
board and committees via an online portal with board documents 
briefing papers and a library of relevant information about the 
group and its activities will meet the senior leadership across the 
group and will review the delegation of its authority as appropriate
furthermore the board will consider clinical safety matters 
and maintain overall responsibility for the group’s system 
of internal control and risk management processes via the 
relevant board committees 
62
governance
spire healthcare group plc annual report 2014 executive management team
the group also operates an executive management team convened and chaired by the chief executive officer the 
team generally meets weekly as operational activities allow and its members are as follows chief executive officer 
chief financial officer general counsel and group company secretary group medical director investorpublic 
relations director commercial director and business development director
key objectives
• assists the chief executive officer in discharging his responsibilities
• ensures a direct line of authority from any member of staff to the chief executive officer and
• assists in making executive decisions affecting the company
garry watts 
chairman
key objectives
•  ensure effectiveness of the board
•  promote high standards of corporate governance
•  ensure clear structure for the operation of the board  
and its committees and
•  encourage open communication between all directors
clinical governance 
and safety committee
tony bourne the chairman 
chief executive officer  
chair is dame janet husband
key objectives
•  promotes on behalf of the 
board a culture of high
quality and safe patient care
•  monitors specific non
financial risks and their 
associated processes 
policies and controls
i clinical and regulatory risks
ii health and safety and
iii facilities and plant
audit and risk committee
tony bourne 
dame janet husband 
chair is robert lerwill
key objectives
•  monitors the integrity of 
financial reporting and
•  assists the board in its 
review of the effectiveness 
of the group’s internal 
control and risk 
management systems
nomination committee
dame janet husband robert 
lerwill chief executive officer 
chair is john gildersleeve
key objectives
•  advises the board on 
appointments retirements 
and resignations from the 
board and its committees 
and
•  reviews succession planning 
for the board
remuneration committee
john gildersleeve  
robert lerwill  
chair is tony bourne
key objectives
• determines the appropriate 
remuneration packages for 
the chairman executive 
directors and company 
secretary and
•  recommends and monitors 
the level and structure for 
other senior management 
remuneration
the board of spire healthcare group plc
the board comprises nine directors – the nonexecutive chairman garry watts the chief executive officer rob roger the chief 
financial officer simon gordon and six nonexecutive directors four of whom are deemed to be independent for the purposes 
of the uk code daniel toner serves the board as general counsel and group company secretary 
key objectives
• leads the group 
• oversees the group’s system of risk management and internal controls
•  supports the executive management team to formulate and execute the group’s strategy
•  monitors the performance of the group and
•  sets the group’s values and standards
governance framework
63
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 board and committee attendance
the attendance of the directors who served between the date of admission 23 july 2014 and 31 december 2014 at the board and principal 
committee meetings held during this period is shown in the table below the number of meetings in the period when the individual was a 
board or committee member is shown in brackets 
committees
board audit and risk
clinical governance  
and safety nomination
1
remuneration
chairman
garry watts 44 33
deputy chairman 
john gildersleeve 44 33
executive directors
rob roger 44 33
simon gordon 44
nonexecutive directors
tony bourne 44 22 33 33
robert lerwill 44 22 33
dame janet husband 44 22 33
simon rowlands 34
dr supraj rajagopalan 34
1
  the nomination committee has to ensure the best possible leadership and as the onexecutive directors were appointed for the first time on 24 june 2014 there has been no meeting of this 
committee in 2014 two meetings have been scheduled in 2015
to the extent that directors are unable to attend scheduled meetings 
or additional meetings called on short notice they will receive the 
papers in advance and relay their comments to the chairman for 
communication at the meeting the chairman will follow up after 
the  meeting in relation to the decisions taken
effectiveness
board composition
the board seeks to ensure that both it and its committees have the 
appropriate range of skills experience independence and knowledge 
of the group to enable them to discharge their respective duties 
and responsibilities effectively for example the 2015 board calendar 
includes board development training sessions on the role and 
regulatory powers of the cqc
the number of nonexecutive directors and their range of skills and 
experience were carefully reviewed and agreed as part of the ipo 
process the continuing requirements and the number of directors 
together with the group’s succession plans will form part of the 
nomination committee activities and the board’s evaluation process 
in 2015 the board considers its size and composition to be 
appropriate for the current requirements of the business 
committee composition is set out in the relevant committee 
reports noone other than committee chairs and members of 
the committees is entitled to participate in meetings of the audit 
and risk nomination remuneration and clinical governance and 
safety committees unless by invitation of the committee chair 
the board considers that half of the board is independent of 
management and free from any business or other relationship  
that could affect the exercise of their independent judgement  
simon rowlands and dr supraj rajagopalan are remunerated by 
cinven funds and are not considered to be independent 
as the chairman was previously the executive chairman prior 
to admission he did not satisfy the independence criteria on 
his appointment to the board john gildersleeve was appointed 
as the senior independent director and deputy chairman 
biographical details of the directors are set out on pages 56 and 57
appointments to the board
recommendations for appointments to the board are made by 
the nomination committee the committee will follow a formal 
rigorous and transparent procedure for the appointment of 
new directors to the board further information is set out 
in the nomination committee report on pages 72 and 73
corporate governance
continued
64
governance
spire healthcare group plc annual report 2014 time commitment of the chairman  
and the nonexecutive directors
the chairman and nonexecutive directors each have a letter 
of appointment which sets out the terms and conditions of their 
directorship an indication of the anticipated time commitment is 
provided in any recruitment role specification and each director’s 
letter of appointment provides details of the meetings that they 
are expected to attend
nonexecutive directors are required to set aside sufficient time to 
prepare for meetings and to regularly refresh and update their skills 
and knowledge in signing their letters of appointment all directors 
have consequently agreed to commit sufficient time for the proper 
performance of their responsibilities acknowledging that this will 
vary from year to year depending on the group’s activities 
directors are expected to attend all board and committee meetings 
and any additional meetings as required each director’s other 
significant commitments were disclosed to the board at the time 
of their appointment and they are required to notify the board of 
any subsequent changes the group has reviewed the availability 
of the nonexecutive directors and considers that each of them is 
able to and in practice does devote the necessary amount of time 
to the group’s business 
induction and training
an induction programme was used in 2014 for the initial introduction 
of all nonexecutive directors to the group’s activities
generally reference materials are provided including information 
about the board its committees directors’ duties procedures for 
dealing in the group’s shares and other regulatory and governance 
matters and directors are advised of their legal and other duties 
and obligations as directors of a listed company 
the company secretary ensures that any additional request for 
information is promptly supplied whilst the chairman through 
the company secretary ensures that there is an ongoing process 
to review any internal or external training and development needs 
as already noted in the event of a general training need inhouse 
training will be provided to the entire board necessary and relevant 
regulatory updates are provided as a standing item at each board 
meeting in the group company secretary’s report and board briefing 
by external advisers where appropriate 
information and support
the board ensures that it receives in a timely manner information 
of an appropriate quality to enable it to adequately discharge its 
responsibilities papers are provided to the directors in advance of 
the relevant board or committee meeting to enable them to make 
further enquiries about any matters prior to the meeting should they 
so wish this also allows directors who are unable to attend to submit 
views in advance of the meeting 
outside the board papers process the chief executive provides 
written updates to nonexecutive directors on important business 
issues including financial and commercial information in addition 
relevant updates on shareholder matters including analyst’s reports 
are also provided to the board 
all directors have access to the advice and services of the company 
secretary there is also an agreed procedure in place for directors 
in the furtherance of their duties to take independent legal advice 
if necessary at the group’s expense
performance evaluation
the uk code requires main principle b6 that the board should 
undertake a formal and rigorous evaluation of its own performance 
and that of its committees and individual directors
as the date of admission was 23 july 2014 the board had not yet 
had sufficient time working together for an evaluation of their 
performance to be sufficiently wideranging across the full business 
cycle of the group
hence no board evaluation was performed in 2014
the board will undertake an informal evaluation of its performance 
and that of its committees in 2015 
election of directors
all the directors offer themselves for election at the first agm and 
in future will be reelected in accordance with the requirements 
of the uk code the biographical details of each of the directors 
are set out in the 2015 notice of agm the board believes that each 
of the directors standing for election is effective and demonstrates 
commitment to their respective roles accordingly the board 
recommends that shareholders approve the resolutions to be 
proposed at the 2015 agm relating to the election of the directors
directors’ indemnities 
the directors of the group have the benefit of a thirdparty 
indemnity provision as defined by section 236 of the companies 
act 2006 in the group’s articles of association in addition directors  
and officers of the group are covered by directors’ and officers’ 
liability insurance 
directors’ conflicts of interest
the board has established a formal system to authorise situations 
where a director has an interest that conflicts or may possibly 
conflict with the interests of the company situational conflicts 
directors declare situational conflicts so that they can be considered 
for authorisation by the nonconflicted directors 
in considering a situational conflict these directors act in the 
way they consider would be most likely to promote the success 
of the group and may impose limits or conditions when giving 
authorisation or subsequently if they think this is appropriate 
the company secretary records the consideration of any conflict  
and any authorisations granted the board believes that the  
system it has in place for reporting situational conflicts continue  
to operate effectively
65
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 accountability
the audit and risk committee 
the committee’s report is set out on pages 67 to 69 and identifies 
its members whose details are set out on pages 56 and 57
the report describes its work in discharging its responsibilities in 
the period ended 31 december 2014 and its terms of reference 
can be found on the group’s website wwwspirehealthcarecom
risk management and internal control 
the board has overall responsibility for establishing and maintaining 
a sound system of risk management and internal control and for 
reviewing its effectiveness this system is designed to manage rather 
than eliminate the risks facing the group and safeguard its assets 
no system of internal control can provide absolute assurance against 
material misstatement or loss the group’s system is designed to 
provide the directors with reasonable assurance that issues are 
identified on a timely basis and are dealt with appropriately 
the audit and risk committee and the clinical governance and 
safety committee whose reports are set out on pages 67 to 69 
and pages 70 and 71 respectively assist the board in reviewing 
the effectiveness of the group’s risk management system and 
internal controls including financial clinical operational and 
compliance controls
executive compensation and risk 
only independent nonexecutive directors are allowed to serve 
on both the audit and risk and remuneration committees the 
nonexecutive directors are therefore able to bring their experience 
and knowledge of the activities of each committee to bear when 
considering the critical judgements of the other 
this means that the directors are in a position to consider carefully 
the impact of incentive arrangements on the group’s risk profile 
and to ensure the group’s remuneration policy and programme 
are structured so as to accord with the longterm objectives and 
risk appetite of the group 
financial and nonfinancial risk
independent nonexecutive directors serve on the clinical 
governance and safety committee as well as the chief executive 
officer in conjunction with the independent members of the 
audit and risk committee both committees aim to ensure that 
the control and monitoring of both financial and nonfinancial 
risks is satisfactory 
in addition the committees jointly seek to ensure as far as 
practicable there are no elements omitted or unnecessarily 
duplicated and that all critical judgements receive the correct 
level of challenge 
relations with shareholders
the board is committed to communicating with shareholders 
and stakeholders in a clear and open manner and seeks to ensure 
effective engagement through the group’s regular communications 
the agm and other investor relations activities 
the group undertakes an ongoing programme of meetings 
with investors which is managed by the chief executive officer 
and chief financial officer the majority of meetings with investors 
are led by them 
during the year there were in excess of 130 individual meetings 
conference presentations group lunches and telephone briefings 
with investors attended by one or both of the ceo and cfo 
supported by the investor relations director of which 74 were 
subsequent to the ipo process 
the chairman senior independent director and committee chairs 
remain open for discussion with shareholders on matters under 
their areas of responsibility either through contacting the company 
secretary or directly at the agm
the company reports its financial results to shareholders twice  
a year with the publication of its annual and halfyearly  
financial reports 
it also currently issues further trading updates each year with the 
publication of an interim management statement in conjunction 
with these announcements presentations or teleconference calls 
are held with institutional investors and analysts and copies of any 
presentation materials issued are made available on the company’s 
website wwwspirehealthcarecom 
all directors are expected to attend the company’s agm  
providing shareholders with the opportunity to question them  
about issues relating to the group either during the meeting  
or informally afterwards
corporate governance
continued
66
governance
spire healthcare group plc annual report 2014 audit and risk committee report 
welcome to the group’s 
first audit and risk 
committee report
robert lerwill 
chair audit and risk committee 
other members dame janet husband tony bourne 
all the members of the audit and risk committee the ‘committee’
were appointed in july in accordance with the uk code the board 
has determined that the chairman robert lerwill has recent and 
relevant financial experience 
the committee members’ biographies are on page 57 and its terms 
of reference approved by the board can be found on the group’s 
website wwwspirehealthcarecom
the company secretary or his deputy is secretary to the committee
the committee will normally meet at least three times a year 
it met twice in the short period between the ipo and 31 december 
2014 with attendance disclosed on page 64 the committee 
normally invites the external auditor and the chief financial officer 
to attend each meeting and other members of the management 
team attend as and when invited representatives of the group’s 
external auditor have a private session with the committee
chairman of the committee 
external financial reporting
the committee is responsible for monitoring reviewing and 
challenging the integrity of the financial statements and ensuring 
compliance with legal regulatory and statutory requirements 
giving due consideration to the provisions of the uk code 
the external auditor provided reports for the halfyear and year 
end reporting including all significant issues with an assessment 
of the prudence of management’s judgements the committee 
considered that management’s judgements were cautious 
but not overly prudent a view shared by the external auditor  
ernst  young llp ey
ey proposed no material audit adjustments arising from their 
audit work which provided additional comfort to the committee 
at the request of the board the committee considered whether 
the 2014 annual report and accounts was fair balanced and 
understandable and whether it provided the necessary information 
for the shareholders to assess the group’s performance business 
model and strategy the committee was satisfied that taken 
as a whole the annual report and accounts is fair balanced and 
understandable and has affirmed that view to the full board
roles and responsibilities
the committee has responsibility for overseeing the financial reporting and internal financial controls of the group for reviewing 
the group’s internal control and risk management systems and for maintaining an appropriate relationship with the external auditor 
of the group and for reporting its findings and recommendations to the board
these comprise
• receiving and reviewing the annual report and accounts of the group and halfyearly financial statements and any public financial 
announcements and advising the board on whether the annual report and accounts is fair balanced and understandable
• receiving and reviewing reports from the external auditor monitoring their effectiveness and independence and approving their 
appointment and their terms of engagement 
•  monitoring the effectiveness of the risk management system 
•  reviewing the effectiveness of the group’s system of internal financial controls and internal control systems assessing and advising 
the board on the internal financial operational and compliance controls and
•  overseeing the group’s procedures for detecting fraud and relating to whistleblowing 
67
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 audit and risk committee report 
continued
activities
the main activities were as follows
• adopting the committee’s terms of reference which are set out on our website  
httpinvestorsspirehealthcarecomcorporategovernancecommittees
• agreeing the committee’s rolling agenda for 2014
• approving the terms of engagement of the external auditor including its remuneration and reviewing its independence
• approving the plan for the external audit for 2014
• reviewing changes to the group’s capital structure in preparation for the ipo
• challenging and reviewing the financial and regulatory reporting relating to the ipo including the combined historical financial 
information included within the price range prospectus
• discussing and reviewing the group’s accounting policies and critical estimates and judgements
• receiving and approving the interim report and the 2014 annual report and accounts
• reviewing the systems of internal control including assessing the requirement for an internal audit function
• agreeing the policy for approval of nonaudit services provided by the external auditor – details are on our website  
httpinvestorsspirehealthcarecomcorporategovernancecommittees
• considering the adequacy of the risk management systems of the group and
• receiving a report on the it function and how its risks are managed with particular focus on it security
significant issues and material judgements
the committee assesses whether suitable accounting policies have been adopted and whether management has made appropriate estimates 
and judgements the table below summarises the matters where the most significant judgements have been made in relation to reporting 
in 2014 ey also identified these matters in its audit report commenting that they had the greatest effect on the overall audit strategy 
the allocation of resources and in directing the efforts of the engagement team
matters judgement and estimation required how the committee gained comfort on the matter
revenue recognition the complexity of the pricing structures and the  
high volume of procedures undertaken present  
a risk in relation to the accuracy and completeness  
of revenue recognition
by assessing the internal measures taken in the 
analytical review of revenues and procedures relating 
to the controls over the invoicing process in addition 
ey tested key manual controls and performed 
extensive substantive testing with no issues 
being noted by it during this work 
goodwill carrying amounts the carrying value of goodwill was significant 
£5191 million as at 31 december 2014 it is 
tested by reference to its value in use which 
involves judgements by management as regards 
the assumptions used in forecasting cash flows 
in particular regarding growth rates and the 
discount rate applied
by challenging the reasonableness of assumptions 
used in impairment calculations by management 
and the appropriateness of the judgements and 
forecasts used the growth rate and discount rate 
and reviewing the sensitivity analyses as applied 
to the key assumptions
recognition of deferred tax 
balances
the reorganisation of the group’s ownership 
structure prior to ipo results in a higher inherent 
risk associated with the calculation of tax balances
there are judgements required in estimating the 
liability to deferred tax on the property portfolio 
£917 million as at 31 december 2014 and in the 
recognition of deferred tax assets £436 million as 
at 31 december 2014 in accordance with ias 12 
particularly in respect of available losses
by reviewing the key assumptions adopted by 
management in the calculation of deferred tax in 
particular the assumptions about the future use or 
disposal of properties and the deductibility of items 
yet to be approved by the relevant tax authority
ey reviewed the tax calculations in detail testing 
key assumptions with no issues being noted
treatment of costs directly 
attributable to the group’s ipo
management has exercised judgement about  
how the ipo costs are presented in the financial 
statements exceptional costs of £54 million mainly 
related to the ipo were classified as exceptional 
in accordance with the group’s definition thereof  
and charged to the income statement costs arising 
from the ipo directly related to the issue of shares 
have not been expensed but netted to equity in 
accordance with ias 32
by reviewing management’s approach to identifying 
costs as directly attributable to the issue of shares 
as netted to equity
careful consideration was given by management  
to the frc guidance issued on 13 december 2013  
as regards consistency in reporting exceptional  
items as it relates to items arising in 2014 particular 
attention was given to the nature and magnitude  
of the costs incurred
68
governance
spire healthcare group plc annual report 2014 external auditor 
the committee oversees the group’s relationship with the external 
auditor and formally reviews the relationship policies and procedures 
to ensure independence
the committee adheres to the auditing practices board’s ethical 
standard 3 which requires the rotation of the audit partner for listed 
companies every five years ey has audited the financial statements 
of spire since 2008 under the same audit engagement partner david 
hales and therefore his term will end in 2015 as a ftse 250 group 
we will comply with the new provisions requiring an audit tender 
at least every 10 years and our approach to this will be considered 
further in 2015
as noted we reviewed the independence and effectiveness of the 
external auditor we did this by
• reviewing its proposed plan for the 2014 audit
• discussing the results of its audit including its views about 
material accounting issues and key judgements and estimates 
and its audit report
• reviewing the quality of the people and service provided by ey and
• evaluating all of the relationships between the external auditor and 
the group to determine whether these impair or appear to impair 
the auditor’s independence
nonaudit services and independence
the details of our policy in relation to nonaudit services are set 
out on our website wwwinvestorsspirehealthcarecomcorporate
governancecommittees  in summary there are certain services 
termed ‘excluded services’ that are not permitted to be provided 
by the external auditor including where the auditor may be required 
to audit its own work would participate in activities that would 
normally be undertaken by management or is remunerated through 
a ‘success fee’ structure
total nonaudit services provided by ey to the group for the year 
ended 31 december 2014 totalled £05 million the majority of the 
services related to the ipo in july 2014 ipo services are typically 
performed by auditors as they are mostly assurancerelated the fee 
was not contingent or successbased excluding the fees in relation 
to the ipo nonaudit fees principally related to tax advisory and 
compliance services and they represent less than 20 of the recurring 
base fee and will remain subject to scrutiny and approval by the 
committee a full breakdown of nonaudit fees paid during the year 
is disclosed within note 12 to the financial statements on page 109
the committee considers the requirements of the uk code and 
the appropriateness of tendering the external audit contract as 
part of normal business practice based on an ongoing assessment 
for example of the quality of the external auditor’s report to the 
committee and the audit partner’s interaction with the committee 
the committee remains satisfied with the efficiency and 
effectiveness of the audit the committee therefore has not 
considered it necessary to require the audit to be put to tender
the committee has recommended and the board has agreed  
that subject to shareholder approval ey will be reappointed at  
the 2015 agm 
risk management and internal controls
an overview of the risk management and internal controls processes 
are contained on pages 48 to 51 the committee with the assistance 
of the clinical governance and safety committee cgsc which 
focuses on key nonfinancial risks including patient and clinical risks 
carried out the following
• reviewed the work carried out by the cgsc in relation to the risks 
within its remit
• reviewed the group’s system of internal control
• monitored the risks and associated controls over the financial 
reporting processes including the process by which the group’s 
financial statements are prepared for publication and
• reviewed reports from the external auditor on any issues  
identified during the course of its work including a report  
on control weaknesses
the overall risk management framework including the board’s 
appetite for risk and the underlying process for capturing and 
reporting risk and control data will be reviewed by the board 
and its committees during 2015 to ensure as far as possible 
that changes to reflect the new regulatory environment and 
best practice are incorporated
whistleblowing
the committee also continued its monitoring and oversight of the 
procedures for the receipt retention and treatment of qualifying 
disclosures by staff 
the group offers its staff an independent and confidential service 
where staff may register any concerns about any wrongdoing or 
safety at work the general counsel is as whistleblowing officer 
responsible for the investigation of any concerns arising and 
reporting directly to the committee
accountability 
at the yearend following a detailed review by the committee of 
the corporate risk register and the principal risks drawn from it 
consideration of reports on the operation of the risk management 
and internal control systems from senior management the results 
of all external audit review and inspection activity and all reported 
risk events the directors confirmed that no material failings or 
weaknesses were identified
annual evaluation of the committee’s performance
as the committee has only been in existence for a short period 
of time an evaluation of its performance has not been undertaken 
the first evaluation is scheduled for 2015
on behalf of the committee
robert lerwill
chair audit and risk committee 
23 march 2015
69
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 clinical governance and  
safety committee report
dear shareholder
on behalf of the board i am pleased to present our first report of 
the clinical governance and safety committee the ‘committee’ 
or ‘cgsc’ since spire was admitted to the london stock exchange 
in july 2014
committee purpose
the group’s mission is to bring together the best people dedicated 
to developing excellent clinical environments and delivering the 
highestquality patient care the cgsc oversees reviews and 
monitors the quality of our clinical services with the aim of ensuring 
that the highest standards of governance are consistently met and 
that clinical outcomes patient safety and patient experience 
continuously improve in support of this mission 
the committee also has an important role in identifying areas of 
clinical risk and of ensuring that controls are in place to mitigate 
such risk as far as possible close links between the cgsc and the 
audit and risk committee have been developed to support the 
company’s robust approach to risk management 
committee membership
since listing the committee has been reconstituted bringing 
together nonexecutive directors and senior management to further 
develop a sound framework of clinical governance within spire with 
my recent relevant and broad clinical experience acquired during 
a long medical career i have the required experience to chair this 
committee of the board
the cgsc members during the period since admission were
dame  
janet husband
independent  
nonexecutive director committee chair
tony bourne independent  
nonexecutive director
rob roger chief executive officer
garry watts group chairman
members’ biographies and details of committee attendance are  
on pages 56 and 57 and page 64 respectively 
the group company secretary or his appointed nominee is secretary 
to the committee 
the committee operates in an inclusive manner the company’s 
group medical director and chief nursing officer attend each 
meeting with other management and board members invited as 
appropriate this openness supports the quality and transparency 
of the committee’s work and the communication of its deliberations 
with the audit and risk committee the board and the hospitals’ 
executive management teams
committee meetings
the committee will meet eight times in 2015 in accordance with 
its terms of reference with meetings scheduled to take place before 
each board meeting so that there is a timely flow of information 
on clinical governance matters to the board 
from the above meetings schedule the committee will hold four 
meetings at spire’s head office in london and four in a designated 
spire hospital thereby providing the opportunity for the committee 
to meet hospital directors matrons and other frontline staff and 
to tour the hospital facilities this will aid a ‘ward to board’ approach  
to clinical governance and also permits the hospital management 
team to present its own strategic developments and challenges  
and to focus on specific aspects of clinical governance relevant 
to its own experience 
the work of this committee in 
overseeing the delivery of clinical 
governance patient safety and 
care quality is central to the 
success of spire healthcare
professor dame janet husband
chair clinical governance and safety committee
other members tony bourne garry watts rob roger
70
governance
spire healthcare group plc annual report 2014 principal activities
the committee reviews a number of standing items including
• the group medical director’s review of performance in the form 
of a clinical governance and safety report and on a quarterly 
basis a review of serious adverse events
• health and safety 
• information governance and
• whistleblowing 
in 2014 the committee developed its strategy which not only 
focuses on monitoring clinical performance and trends in practice 
but also on a programme of themed reviews to address key strategic 
quality areas in a rolling agenda over the next two years 
themed reviews planned for 2015 include 
• a programme of preparation and training for the new cqc 
inspections regime
• a review of our complaints process and its compliance with 
national guidance 
• a review of spire’s inhouse clinical review process of individual 
hospitals which will enable us to benchmark our hospitals against 
welldefined standards and
• a review of the quality of service provided by resident medical 
officers at each of our 39 hospitals 
we will also undertake specific ‘deep dives’ to investigate compliance 
with best practice guidance and to take action where needed  
this approach will ensure that the committee has a detailed 
understanding of contemporary clinical issues and of the  
challenges of delivering the highest standards of modern  
hospitalbased healthcare 
2014 activities
the committee held two meetings at head office and one offsite 
meeting in 2014
apart from standing review activities the committee conducted 
its first themed review examining the clinical governance structure 
across spire information flows the escalation of issues through 
the executive management to the board and ensuring that 
the structures and processes comply with best practice across 
healthcare organisations in the uk 
in future the committee intends to review its clinical governance 
framework in the light of developing practice on a regular basis 
the offsite meeting was held at spire bristol hospital in november 
hospital staff including management clinicians and nurses met 
members of the committee and were able to highlight particular 
successes and discuss areas targeted for further improvement 
members of the committee were able to see the hospital’s levels of 
care for themselves and to meet the chair of the hospital’s medical 
advisory committee and a number of other specialist consultants
personal experience
in order to better understand the business culture and ethos within 
spire’s diverse group of hospitals i am also undertaking a programme 
of informal visits to all of our hospitals these visits will enable me 
to engage more closely with senior clinical and managerial staff 
and to be ‘visible’ as chair of the cgsc in 2014 i visited 13 of 
our 39 hospitals and plan to complete my tour during 2015 
these hospital visits have allowed me to question the hospital 
management teams on various issues to learn about their aspirations 
and challenges and to gather ideas and suggestions that may have 
an impact on the future strategy of both the committee and the 
group i have also learnt an enormous amount about the complexity 
and variety of spire’s healthcare business and of the influences that 
drive change and development in the local environment 
equally important i have been able to talk to individual patients on 
a onetoone basis and have learnt about their experience of being 
a patient at a spire hospital and how they viewed the quality of 
care they have received 
i am pleased to report that the feedback from the patients i have 
met has been overwhelmingly positive 
terms of reference and evaluation 
the committee operates under formal terms of reference that were 
approved by the board during the year the terms of reference are 
available on the group’s website wwwspirehealthcarecom 
within these terms the committee and its individual members are 
empowered to obtain outside legal or other independent professional 
advice at the cost of the group such powers were not required 
during the period 
as the committee has only been in existence for a short period of 
time an evaluation of its performance has not been undertaken 
the first evaluation is scheduled for 2015
details of the risk management and internal control processes 
are contained on pages 48 to 51
the committee believes that it has received sufficient relevant and 
reliable information from management and the clinical executive 
team to enable us to discharge our responsibilities 
future development
in this report our aim has been to present information in a 
simple and transparent way and i hope that shareholders will 
find it informative
as chair of the clinical governance and safety committee i am 
committed to ensuring an open dialogue with our shareholders if 
you have any questions about clinical governance or safety generally 
or the contents of this report please contact me via the company 
secretary – companysecretaryspirehealthcarecom
the work of this committee in maintaining the highest standards 
of clinical governance patient safety and care quality is central to 
the success of spire healthcare it is part of a governance structure 
that seeks to balance central and common standards and processes 
with the unique circumstances of each of our hospitals as a process 
seeking continuous improvement i look forward to reporting on 
our further progress in a year’s time
professor dame janet husband dbe fmedsci frcp  frcr
chair clinical governance and safety committee
23 march 2015
71
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 nomination committee report
the nomination committee
the nomination committee the ‘committee’ must have at 
least three members of which a majority must be independent 
nonexecutive directors the board appoints the chairman of the 
committee who must be either the chairman of the board or an 
independent nonexecutive director during the year i was appointed 
to the role of chairman of the committee though in my absence 
the committee will be chaired by an independent nonexecutive 
director the company secretary or in his absence the deputy 
company secretary is secretary to the committee 
meetings
the committee meets as and when required but did not meet in 
the period following the ipo as the appointments of all independent 
nonexecutive directors were made on the same date and there was 
no immediate requirement for further consideration of the board’s 
diversity of skill and experience nor that of succession planning at 
the board and below
meetings of the committee are scheduled to take place twice in  
2015 and the committee will invite other senior executives to assist 
their discussions
the meetings will consider any standing items of business together 
with ad hoc discussion between committee meetings in the event 
of new director recruitment and i will report the outcome of our 
meetings to the board
the committee operates under formal terms of reference which 
were reviewed and approved by the board the terms of reference 
are available on the group’s website wwwspirehealthcarecom 
the committee and its members are also empowered to obtain 
outside legal or other independent professional advice at the cost 
of the group in relation to its deliberations which were not exercised 
during the period and to secure the attendance at its meetings of 
any employee or other parties should it be considered necessary 
role and responsibilities 
the committee’s foremost priorities are to ensure that the group 
has the best possible leadership and a clear plan for both executive 
and nonexecutive director succession its prime focus is therefore to 
concentrate upon the strength of the board for which appointments 
will be made on merit against objective criteria selecting the best 
candidate for the post the nomination committee advises the board 
on these appointments and also on retirements and resignations 
from the board and its other committees 
the committee’s key objectives can be found on page 63 
the committee did not 
meet in the period following 
admission as the appointments 
of all independent nonexecutive 
directors took place at the  
same time
john gildersleeve 
chair nomination committee
other members dame janet husband  
robert lerwill rob roger
72
governance
spire healthcare group plc annual report 2014 board composition
all the executive and independent nonexecutive directors have 
served at a very senior level in global and ukbased organisations 
have international experience across a variety of industries and most 
have financial experience at present one of the seven executive and 
independent nonexecutive directors is female
it should be noted that in lord davies’ original recommendation 
on women on boards he stated that listed companies in the 
ftse 100 should aim for a minimum of 25 female board member 
representation by 2015 he also recommended that ftse 350 
companies should be setting their own challenging targets and 
expected that many would achieve a much higher figure than 
this minimum we note this requirement and aim to move 
towards this target as soon as practicable
process for board appointments
when considering board recruitment the committee will draw up  
a specification for a director taking into consideration the balance  
of skills knowledge and experience of its existing board members 
the diversity of the board the independence of continuing board 
members together with the ongoing requirements and strategic 
development of the group the search process can then focus on 
appointing a candidate with a balance of skills that will enhance  
the board
the committee will utilise the services of an executive search firm 
to identify appropriate candidates ensuring that the search firm 
appointed does not have any other connection with the group in 
addition the committee will only use those firms that have adopted 
the voluntary code of conduct addressing gender diversity and best 
practice in search assignments a ‘long list’ of potential appointees 
will then be reviewed followed by the shortlisting of candidates for 
interview based upon the objective criteria identified at inception 
care is taken to ensure that all proposed appointees will have 
sufficient time to devote to the role and do not have any conflicts of 
interest the committee will then recommend a preferred candidate 
and the directors not on the committee will meet the candidate 
following these meetings and assuming acceptance the committee 
will make a formal recommendation to the board on the 
appointment wherever possible the nomination committee 
will arrange for all directors to meet the preferred candidate 
board succession
the committee will regularly examine succession planning based 
on the board’s balance of skills and overall diversity led by the 
committee succession planning of the board will form an integral 
part of the board’s annual strategy meeting
senior management succession
during 2015 it is anticipated that the executive directors will submit 
succession plans in respect of senior executives to the board for 
review the board also actively seeks to meet with key executives 
throughout the group in order to gain a greater understanding of the 
breadth and depth of management talent during 2015 this process 
will be augmented to include a series of formal presentations to the 
board by relevant members of the executive management team 
and of the senior leadership team this will allow members of the 
committee to adopt a more informed approach to the requirements 
of board andor group succession planning in 2015
committee evaluation
as the committee has only been in existence for a short period of 
time and did not meet in 2014 an evaluation of its performance 
has not been undertaken the first evaluation is scheduled for 2015
reelection of directors
the committee met in march 2015 and reviewed the continuation 
in office and potential reappointment of all members of the board 
following this review the committee recommended to the board 
that all directors should be reappointed and hence all directors 
will seek reelection at the agm
on behalf of the nomination committee 
john gildersleeve
chair nomination committee 
23 march 2015
73
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 directors’ remuneration report
tony bourne 
chair remuneration committee 
other members john gildersleeve robert lerwill
annual statement from the remuneration  
committee chairman
dear shareholder 
on behalf of the board i am pleased to present our first directors’ 
remuneration report ‘drr’ following the ipo in july 2014 which 
has been prepared in accordance with the relevant legislation 
including schedule 8 of the large and mediumsized companies 
and groups accounts and reports regulations 2008 as amended 
and the listing rules this report is therefore set out in two parts
i  policy report – this sets out our remuneration policy ‘policy’  
for all directors of the group which will be subject to a binding 
shareholder vote at our 2015 agm
ii  annual report on remuneration – this sets out how our directors 
were paid in 2014 and how we will apply our policy in 2015 there 
will be an advisory shareholder vote on this section of the report 
at the 2015 agm
our approach to remuneration
the overall remuneration structure was designed prior to the ipo 
and detailed in the prospectus the approach was intended to 
provide a simple and transparent structure that reflected our 
business operations and future strategy the structure also 
took into account evolving market norms and best practices 
the committee has spent considerable time focusing on how the 
remuneration structure adopted prior to ipo should be implemented 
in practice the committee wanted to enshrine core behaviours and 
values that have been integral to spire healthcare’s success to date 
and to tie variable pay to future group success with performance
related payments being aligned with sustainable shareholder value 
and subject to the achievement of rigorous and stretching targets 
the committee considers that our new policy provides a well
balanced remuneration package that will continue to attract and 
retain people of the right calibre and incentivise our executive 
directors and senior executives to achieve the short and longerterm 
business targets of the group and to deliver shareholder value 
the committee operates under terms of reference approved by the 
board available on the group’s website wwwspirehealthcare com
remuneration decisions in respect of 2014
as described elsewhere in the strategic report and in the financial 
highlights on page 1 during our first year as a listed group we 
achieved a strong financial performance and continue to deliver 
on our strategic and operational priorities 
the 2014 annual bonus awards were based on a mix of financial and 
nonfinancial metrics on the basis of the reported ebitdar outcome 
of £2199 million and the achievement of strategic and personal 
objectives including delivering a successful ipo of the group 
approximately 34 of the maximum bonus potential was paid to the 
executive directors of which onethird will be deferred into shares
during the year the committee also considered the terms of the 
company’s long term incentive plan ‘ltip’ adopted at ipo the 
first awards were granted in september 2014 the committee has 
determined that these 2014 awards to senior executives including 
executive directors are based on stretching relative total shareholder 
return ‘tsr’ and earnings per share ‘eps’ performance targets 
subject to achievement of the relevant targets these awards will 
vest in early 2017 in accordance with the normal business cycle 
the committee is satisfied that the targets are appropriately linked 
to delivery of demanding longterm financial goals and the creation 
of shareholder value 
as noted in the prospectus executive directors are expected to build 
and retain a shareholding at least equivalent to twice their salary 
this will create further alignment with shareholders both executive 
directors meet this guideline
remuneration decisions for 2015
in relation to remuneration arrangements for the executive directors 
in respect of 2015 performance and beyond the only structural 
change is to introduce clawback provisions for both the annual bonus 
and ltip awards see page 77 for more detail the committee is of 
the view that this change further strengthens the existing malus 
provision that already applies to our incentive plans
apart from a change to the annual bonus metrics replacing ebitdar 
with ebitda measures and introducing a balanced scorecard of 
strategic objectives and weightings no other changes are proposed 
in respect of 2015 bonus awards ltip awards to be granted in 2015 
will continue to be subject to eps and relative tsr targets
shareholder communication
as chairman of the remuneration committee i am committed 
to ensuring an open dialogue with our shareholders
if you have any questions about remuneration generally the 
presentation or contents of this report please contact me via 
companysecretaryspirehealthcarecom 
the drr and the agm
the committee recommends both elements to you for approval 
and we look forward to your support at the 2015 agm
tony bourne
chair remuneration committee
23 march 2015
74
governance
spire healthcare group plc annual report 2014 policy report
the following sections set out our directors’ remuneration policy ‘policy’ which will be put forward for shareholder approval at the 2015 
agm subject to shareholder approval the policy will take effect from the date of the agm on 21 may 2015
remuneration policy table
fixed remuneration
element 
purpose and  
link to strategy operation maximum opportunity
performance 
measures
salary • to provide fixed 
remuneration 
that is 
appropriate 
for the role 
and to secure 
and retain the 
talent required 
by the group
• the committee takes into account 
a number of factors when setting 
salaries including
 − scope and responsibility of the role
 − the skills and experience  
of the individual
 − salary levels for similar roles 
within appropriate comparators 
 − overall structure of the remuneration 
package and
 − pay and conditions elsewhere  
in the group
• salaries are normally reviewed annually 
with any increase usually taking effect 
in january
•  while there is no defined maximum 
opportunity salary increases normally 
take into account increases for fulltime 
employees across the group
•  the committee retains discretion to make 
higher increases in certain circumstances 
for example following an increase in the 
scope andor responsibility of the role or a 
significant change in market practice or the 
development of the individual in the role
•  the current salaries effective from  
1 january 2015 are
 − ceo £525000
 − c f o  £ 3 5 0  000
• none
benefits • fixed element 
of remuneration 
providing 
market 
competitive 
benefits to 
both support 
retention and 
recruit people 
of the necessary 
calibre
•  a range of roleappropriate benefits 
may be provided to executive directors 
including such items as private medical 
insurance for the executive director and 
their family permanent health assurance 
participation in an income protection 
scheme life assurance an annual health 
assessment for the executive director and 
their spouse and a car allowance 
•  additional oneoff benefits may also be 
provided where the committee considers 
this appropriate eg on relocation 
•  executive directors are also eligible to 
participate in any allemployee share 
plans operated by the company from  
time to time on the same basis as other 
eligible colleagues
•  the committee keeps the benefits 
package offered to existing and new 
executive directors under review
• whilst no maximum limit exists individual 
benefit arrangements take into account 
a number of factors including market 
practice for comparable roles within 
appropriate pay comparators
• participation in any hmrc approved 
allemployee share plan is subject to  
the maximum permitted by the 
relevant tax legislation
• none
retirement 
benefits
•  f i x e d el em en t 
of remuneration 
to assist with 
retirement 
planning
•  r e t i r em en t 
benefits are 
provided to 
both support 
retention and 
recruit people 
of the necessary 
calibre
•  executive directors can opt to join the 
company’s defined contribution scheme 
receive a contribution into a personal 
pension scheme take a cash supplement 
or any combination of the three
•  the employer defined contribution level 
the contribution into a personal pension 
scheme andor cash supplement are 
kept under review by the committee
•  the retirement benefits are not included 
in calculating bonus and longterm 
incentive quantum
•  the maximum level of retirement benefits 
is 25 of base salary and the current 
provision for the executive directors 
is 18 of base salary
•  they are set by taking into account a 
number of factors including market 
practice for comparable roles at 
appropriate pay comparators
•  for new executive directors the nature and 
value of any retirement benefits provided 
will be in the committee’s view reasonable 
in the context of market practice for 
comparable roles and take account of both 
the individual’s circumstances and the cost 
to the group
• none
75
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 variable remuneration
element 
purpose and  
link to strategy operation maximum opportunity performance measures
annual 
bonus
•  t o i n c e n t i vi s e 
and reward the 
achievement of 
annual financial 
operational 
and individual 
objectives that 
are key to the 
delivery of 
the group’s 
strategy
•  objectives are set annually to ensure that 
they remain targeted and focused on the 
delivery of strategic goals 
•  the committee sets targets that require 
appropriate levels of performance taking 
into account internal and external 
expectations of performance
•  as soon as practicable after the year 
end the committee meets to review 
performance against objectives and 
determines payout levels the committee 
may adjust payments to ensure they are 
reflective of overall performance
•  a portion of any bonus as determined by 
the committee is normally deferred into 
an award of shares under the deferred 
bonus plan dbp currently onethird of  
any bonus is deferred for a period of three 
years although the committee may vary 
this approach 
•  dbp awards may be in the form of 
conditional share awards or nilcost options 
or any other form allowed by the plan 
rules this deferred bonus element is 
not normally subject to any further 
performance conditions although it 
is subject to continued employment 
•  further details of the malus and 
clawback provisions applicable 
are set out on page 77 
• maximum 
award 
opportunity 
for executive 
directors is 
150 of base 
salary for each 
financial year 
a portion 
of which 
is normally 
deferred into an 
award of shares 
under the dbp 
currently 
onethird 
•  awards are based on a combination  
of financial operational and  
individual goals measured over  
one financial year
•  at least 50 of the award will be 
assessed against group financial 
metrics the remainder of the  
award will be based on performance 
against strategic objectives andor 
individual objectives details of the 
performance measures for 2014 and 
2015 are set out in the annual report 
on remuneration
•  a sliding scale between 0 and 100 
of the maximum award pays out for 
achievement between the minimum 
and maximum performance 
thresholds 
•  for annual bonuses in respect of  
2015 the targets will be based on 
ebitda and a balanced scorecard 
of strategic metrics 
•  the details of measures targets 
and weightings may be varied by 
the committee yearonyear based  
on the group’s strategic priorities
long term 
incentive 
plan ltip
• to incentivise 
and reward 
the delivery 
of longterm 
strategic 
objectives
•  to align the 
interests of 
the executive 
directors 
with those of 
shareholders
•  t o as s is t 
recruitment 
and retention 
of executive 
directors
•  awards granted under the ltip vest 
subject to achievement of performance 
conditions measured over a period of at 
least three years unless the committee 
determines otherwise
•  awards may be in the form of conditional 
share awards or nilcost options or any 
other form allowed by the plan rules
•  further details of the malus and 
clawback provisions applicable 
are set out on page 77 
•  t h e ma x i m um 
award 
opportunity 
at grant 
for executive 
directors in 
respect of a 
financial year 
is 200 of 
base salary 
•  vesting of awards will be dependent 
on a range of financial operational 
or share price measures as set by the 
committee which are aligned with the 
longterm strategic objectives of the 
group and shareholder value creation
•  not less than 30 of an award will 
be based on share price measures 
the remainder will be based on either 
financial andor operational measures
•  at the threshold performance no more 
than 25 of the award will vest rising 
to 100 for maximum performance
•  for awards granted in 2015 vesting 
will be based on eps 50 and relative 
tsr 50 targets
•  the details of measures targets 
and weightings may be varied by the 
committee prior to grant based on  
the group’s strategic objectives
directors’ remuneration report
continued
76
governance
spire healthcare group plc annual report 2014 notes to the policy table
performance measures and targets
annual bonus
the annual bonus performance measures are designed to provide 
an appropriate balance between incentivising executive directors 
to meet financial targets for the year and to deliver specific strategic 
operational and personal goals this balance allows the committee 
to review the group’s performance in the round against the key 
elements of our strategy and appropriately incentivise and reward 
the executive directors 
bonus targets are set by the committee each year to ensure that 
executive directors are focused on the key financial and strategic 
objectives for the financial year in doing so the committee usually 
takes into account a number of internal and external reference 
points including the group’s business plan
ltip
the committee believes it is important that the performance 
conditions applying to ltip awards support the longterm ambitions 
of the group and the creation of shareholder value the committee 
currently considers that a combination of relative tsr and financial 
metrics currently eps are the most appropriate measures to assess 
the underlying performance of the business while creating alignment 
with shareholders and rewarding longterm value creation
the committee will keep the measures and weightings under review 
to ensure that the most appropriate measures to incentivise the 
longterm success of the group are used
recovery provisions malus and clawback
prior to vesting the committee may cancel or reduce the number 
of shares subject to or impose additional conditions on ltip  dbp 
awards and directors’ share bonus awards in circumstances 
where the committee considers it to be appropriate ‘malus’ such 
circumstances may include a serious misstatement of the group’s 
audited financial results a serious miscalculation of any relevant 
performance measure a serious failure of risk management or 
regulatory compliance by a relevant entity serious reputational 
damage to the group or the participant’s material misconduct
in addition for cash bonus awards in respect of 2015 and future 
years and for ltip awards granted after 1 january 2015 the 
committee may also claw back vested awards in certain extreme 
circumstances including those listed above for up to two years 
following the determination of the relevant performance outcome 
prior to applying malus or clawback the committee will take into 
account all relevant factors including where a serious failure of 
risk management or regulatory compliance or serious reputational 
damage has occurred the degree of involvement of the employee 
in that failure or damage in question and the employee’s level 
of responsibility in deciding whether and to what extent it is 
reasonable to operate malus andor clawback the committee 
is satisfied that the above provisions provide robust safeguards 
against inappropriate payment of incentive awards
legacy arrangements
directors’ share bonus plan awards ‘awards’ were granted to 
rob roger simon gordon and garry watts in recognition of his 
performance as executive chairman to reflect their contribution 
to the company prior to admission these awards were made over 
shares in the form of nilcost options the awards are split into two 
equal tranches which normally become exercisable on the first and 
second anniversary of admission respectively
although these awards were made in recognition of services 
provided to the company prior to admission the awards will only 
be exercisable in full if the 90day average share price prior to the 
first and second anniversary of admission is at least 359 pence if 
at the relevant anniversary the average share price is at or below 
224 pence then the number of shares in the relevant tranche to 
which the options relate will be reduced by approximately 35 
where the average share price at the relevant anniversary is 
between 224 pence and 359 pence the proportion exercisable 
will be reduced on a prorata basis
recruitment policy
in determining remuneration for new executive directors the 
committee will consider all relevant factors including the calibre of 
the individual and the external market while aiming not to pay more 
than is necessary to secure the required talent the committee would 
seek to act in what it considers to be the best interests of the group 
and its shareholders normally the committee will seek to align the 
new executive director’s remuneration package to the remuneration 
policy as set out above 
salary and benefits including any retirement benefits will be 
determined in accordance with the policy table above in certain 
instances the committee may decide to appoint an executive 
director to the board on a lowerthantypical salary with the 
intention of gradually increasing the salary to move closer to market 
level as they build experience in the role normally benefits will be 
limited to those outlined in the policy table above including a 
relocation allowance in certain circumstances
the maximum level of variable pay excluding any buyouts that may 
be awarded to a new executive director will be limited to 350 of 
base salary which is consistent with the policy table above incentives 
will normally be granted under the existing plans however where 
appropriate the committee may tailor the award eg timeframe 
form performance criteria based on the commercial circumstances 
the committee may ‘buyout’ remuneration terms a new hire has 
had to forfeit on joining the group buyout awards are intended 
to be of comparable commercial value and capped accordingly 
the committee will take into account all relevant factors when 
determining the quantum and formstructure of any buyout 
including any performance conditions attached to any forfeited 
awards the likelihood of those conditions being met and the 
proportion of the vestingperformance period remaining 
the service contracts for new appointments will be consistent with 
the policy described below where an executive director is appointed 
from within the organisation the policy of the group is that any 
legacy arrangements would be honoured in line with the original 
terms and conditions similarly if an executive is appointed following 
an acquisition of or merger with another company legacy terms and 
conditions would be honoured 
77
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 executive director service contracts and payments for loss of office
the key employment terms and other conditions of the current executive directors as stipulated in their service contracts are set out below
provision policy
notice period •  12 months’ notice by either the group or the executive director this is also the policy for new recruits
benefits •  the group may agree that certain benefits will be specified within the executive directors’  
service contracts 
•  the current executive directors are contractually entitled to private medical insurance for the executive 
director and his family permanent health assurance income protection life assurance an annual health 
assessment for the executive director and their spouse and a car allowance
termination payment •  it is the group’s policy that service contracts contain provisions that allow the group to terminate 
employment by making a payment in lieu of notice pilon equivalent to i 12 months’ base salary 
and ii the cost of specific benefits including retirement benefits 
•  upon termination by the group the group can determine whether a pilon is made as a single lump sum or 
paid in instalments subject to mitigation where the sum is paid in instalments the executive director has 
a duty to use reasonable endeavours to secure alternative employment as soon as reasonably practicable 
in the event the executive director commences alternative employment with an annual salary of greater 
than £30000 there will be a prorata reduction in the pilon payments
immediate termination • the service contract of an executive director may also be terminated immediately and with no liability to 
make payment in certain circumstances such as the executive director bringing the group into disrepute  
or committing a fundamental breach of their employment obligations
external appointments • executive directors may accept one position as a nonexecutive director of another publically listed 
company that is not a competitor of the group subject to prior approval of the board external 
appointments to any other company and treatment of any fees are also subject to the prior approval 
of the board
in the event that the employment of an executive director is terminated any compensation payable will be determined in accordance with 
the terms of the service contract between the group and the employee as well as the rules of any incentive plans in which they participate 
where an executive director’s employment with the group ceases prior to the payment of the annual bonus in respect of a financial year 
the committee in its absolute discretion will determine whether any bonus should be paid and the extent to which deferral into shares 
should be applied any awards would normally be prorated for bonuses in respect of 2015 onwards clawback provisions will also apply 
for the avoidance of doubt in the event the executive director is dismissed for misconduct no bonus will be payable
directors’ remuneration report
continued
78
governance
spire healthcare group plc annual report 2014 the treatment of share awards made by the company is governed by the relevant share plan rules the following table summarises the leaver 
provisions of share plans under which executive directors may currently hold awards
plan leaver reasons where awards may continue to vest vesting arrangements
deferred bonus plan 
dbp and ltip  
• death
• injury ill health or disability
•  r e t i r em en t 
•  the transfer of the individual’s employing company 
or business out of the group
• any other scenario in which the committee 
determines good leaver treatment is justified
•  ltip awards will vest to the extent determined by the 
committee which unless the committee determines 
otherwise will be calculated on the basis of the 
achievement of any performance conditions at the relevant 
vesting date and unless the committee determines 
otherwise the period of time that has elapsed between 
grant and cessation of employmentdirectorship
•  the vesting date for such awards will normally be the 
original vesting date although the committee has the 
flexibility to determine that awards can vest upon 
cessation of employment
•  dbp awards will normally vest in full on the original 
vesting date although the committee has the flexibility 
to determine that awards can vest earlier
•  dbp and ltip awards will continue to be subject to the 
malus provisions outlined on page 77 until the vesting of 
the awards ltip awards granted from 2015 onwards will 
also be subject to a clawback provision as described above
• any other reason • awards lapse in full
directors’ share  
bonus plan 
legacy arrangements 
granted prior to 
admission
•  any circumstance other than dismissal for cause •  these awards were made in recognition of services 
provided to the company prior to admission and as such 
are not subject to continued employment except in the 
case of dismissal for cause
•  awards vest on the first and second anniversary of 
admission to the extent the share price performance 
targets have been met
•  awards will continue to be subject to the malus provisions 
outlined on page 77 until the vesting of the awards
• dismissal for cause • awards lapse in full
where directors participate in any hmrc approved allemployee share plans the leaver treatment will be consistent with the relevant 
legislation on the same terms as all other employees
79
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 chairman and nonexecutive directors
the group seeks to appoint nonexecutive directors who have relevant professional knowledge andor specific technical skills to support 
the current expertise of the board and to match the healthcare sector within which the group operates
in the event of the appointment of a new chairman andor nonexecutive director remuneration arrangements will normally be in line  
with those detailed in the relevant table below fees to nonexecutive directors will not include share options or other performance 
related elements
remuneration of independent nonexecutive directors with the exception of the chairman is determined by the chairman and the executive 
directors the remuneration of the chairman is determined by the committee directors are not involved in any decisions in relation to their 
own remuneration 
the table below sets out the remuneration policy with respect to nonexecutive directors nonexecutive directors do not participate 
in the group’s bonus arrangements share incentive schemes or retirement benefit plans 
approach to setting remuneration  
for nonexecutive directors opportunity
•  fees are set at appropriate levels to ensure 
nonexecutive directors are paid to reflect 
the individual responsibility taken as 
well as the skills and experience of the 
individual fees are reviewed periodically 
•  when setting fee levels consideration is 
given to a number of factors including 
responsibilities and market positioning 
•  where appropriate benefits to the role 
may be provided travel and other 
reasonable expenses including fees 
incurred in obtaining professional advice  
in the furtherance of their duties and any 
associated taxes incurred in the course  
of performing their duties may be paid  
by the group or reimbursed to non
executive directors
• the total fees paid to nonexecutive directors will remain within the limit stated 
in the articles of association of the company
•  individual fees reflect responsibility and time commitment as well as the skills and 
experience of the individual additional fees may be paid for further responsibilities 
such as chairmanship of committees
•  any benefits provided will be reasonable in the market context and take account of the 
individual circumstances and benefits provided to comparable roles expenses reasonably 
incurred in the performance of the role may be reimbursed or paid for directly by the group 
as appropriate including any tax due on the benefits nonexecutive directors will also be 
covered by the group’s indemnity insurance
•  the fees as at 31 december 2014 were 
 − chairman £257 000
 − deputy chairman and senior independent director £140000
 − nonexecutive director basic fee £50000
 − committee chairmanship £10000
• individuals appointed to the board by cinven funds pursuant to the relationship agreement 
do not currently receive any annual fees from the company
under the terms of his appointment garry watts is entitled to private medical expenses insurance for both himself and his spouse and any 
dependent children life assurance annual health assessment for both himself and his spouse and office facilities to perform his duties as 
chairman medical expenses insurance and life assurance will be provided under the group’s arrangements or if he obtains equivalent benefits 
directly the group will meet his costs up to a specified cap
chairman and nonexecutive directors’ letters of appointment
the chairman and nonexecutive directors have letters of appointment that set out their duties and responsibilities they do not have service 
contracts with either the group or any of its subsidiaries 
the key terms of the appointments are set out in the table below this is the policy for current and any new nonexecutive directors
provision policy
period •  in line with the uk code the chairman and all independent nonexecutive directors are subject to annual reelection 
by shareholders at each agm
•  after the initial threeyear term the chairman and the nonexecutive directors are typically expected to serve a further 
threeyear term
termination •  the appointment of the chairman is terminable by either the group or the director by giving 12 months’ notice
•  the appointment of the deputy chairman is terminable by either the group or the director by giving three 
months’ notice
•  the appointment of any independent nonexecutive directors is terminable by either the group or the director by giving 
two months’ notice
•  the nonexecutive directors nominated by cinven funds pursuant to the terms of the relationship agreement are 
terminable without notice
directors’ remuneration report
continued
80
governance
spire healthcare group plc annual report 2014 further detailed provisions
the dbp and ltip  as well as the outstanding legacy directors’ share bonus awards will be operated in accordance with the relevant plan 
rules which were summarised for shareholders in the prospectus the committee may adjust or amend awards only in accordance with the 
provisions of the relevant plan rules this includes making adjustments to awards to reflect oneoff corporate events such as a change in the 
group’s capital structure in accordance with the plan rules awards may be settled in cash rather than shares where the committee considers 
this appropriate
the performance conditions applicable to incentive awards may be amended on an appropriate basis determined by the committee 
if an event occurs or circumstances arise that cause the committee to consider the performance condition is no longer a fair measure of 
performance and in the case of the directors’ share bonus award the committee determines fairly and reasonably that the circumstances 
prevailing at grant have changed for ltip and directors’ share bonus awards the amended performance condition will be at least as 
challenging as the original condition
under the dbp  ltip and directors’ share bonus awards participants may receive an additional amount in cash or shares to take account 
of the value of dividends the participant would have received on the shares that vest
in the event of a change of control of the company ltip awards may vest to the extent that the committee determines taking into account 
the extent to which any performance conditions have been satisfied and such other factors as the committee considers relevant in the 
circumstances provided that unless the committee determines otherwise awards will be adjusted to reflect the period of time that has 
elapsed between grant and cessation of employmentdirectorship dbp awards will normally vest in full and legacy share bonus awards 
may vest based on the pershare price payable to shareholders on the relevant transaction or in the case of a windingup the share price 
at the time alternatively awards may be exchanged for equivalent awards in the acquiring company
the committee may make any remuneration payments including vesting of incentives and payments for loss of office notwithstanding that 
they are not in line with the policy set out above where the terms of that payment were agreed before this policy came into effect or at a time 
when the relevant individual was not a director of the company and in the opinion of the committee the payment was not in consideration 
for the individual becoming a director of the company
the dbp and ltip incorporate dilution limits these limits are 10 in any rolling 10year period for all plans and 5 in any rolling 10year 
period for executive share plans shares issued out of treasury will count towards these limits for so long as this is required under institutional 
shareholder guidelines shares issued or to be issued pursuant to any awards granted on or before the date of admission will not count 
towards these limits in addition awards that lapse shall be disregarded for the purposes of these limits
the committee may make minor amendments to the policy set out above for regulatory exchange control tax or administrative purposes 
or to take account of a change in legislation without obtaining shareholder approval for that amendment
illustration of the remuneration policy
the remuneration arrangements have been designed to ensure that a significant proportion of pay is dependent on the delivery of stretching 
shortterm and longterm performance targets aligned with the group’s objectives and on delivering shareholder value the committee 
considers the level of remuneration that may be received under different performance outcomes to ensure that this is appropriate in the 
context of the performance delivered and the value added for shareholders 
the charts that follow provide illustrative values of the annual remuneration packages for executive directors in 2015 under three assumed 
performance scenarios these charts are for illustrative purposes only and actual outcomes may differ from those shown 
chief executive officer – rob roger chief financial officer – simon gordon
£3000k
£2500k
£2000k
£1500k
£1000k
£500k
£0k
0
500
1000
1500
2000
2500
3000
£2473k
26
21
11
41 100
17
8
34
42
£1554k
maximum
performance
midpoint
£636k
minimum 
performance
£3000k
£2500k
£2000k
£1500k
£1000k
£500k
£0k
0
500
1000
1500
2000
2500
3000
£1652k
26
21
11
41 100
17
8
34
42
£1040k
maximum
performance
midpoint
£427k
minimum 
performance
 salarybenefits   cash bonus   deferred shares   ltip
81
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 assumed performance assumptions used
fixed pay all performance scenarios • consists of total fixed pay including base salary benefits and retirement benefits 
• base salary – salary effective as at 1 january 2015
• benefits – based on 2014 values
• retirement benefits – 18 of 2015 salary
variable pay minimum performance • no payout under the annual bonus
• no vesting under the ltip 
midpoint • 50 of the maximum payout under the annual bonus this represents 75 of base salary  
for both executive directors onethird of the bonus payable is deferred into shares under  
the dbp
•  50 vesting under the ltip  this represents 100 of base salary for both executive directors
maximum performance •  100 of the maximum payout under the annual bonus this represents 150 of base  
salary for both executive directors onethird of the bonus payable is deferred into shares 
under the dbp 
•  100 vesting under the ltip  this represents 200 of base salary for both executive directors
dbp and ltip awards have been shown at face value with no share price growth dividend accrual or discount rate assumptions  
excludes payouts under the legacy share bonus award which were granted to the executive directors in recognition of services prior to admission
remuneration arrangements throughout the company
the policy for our executive directors is designed in line with the remuneration philosophy and principles that underpin remuneration across 
the group when making decisions in respect of the executive director remuneration arrangements the committee takes into consideration 
the pay and conditions for employees throughout the group as stated in the policy table salary increases are in practice normally aligned 
to the general employee population the committee does not directly consult with our employees as part of the process of determining 
executive pay
differences in remuneration policy for all employees
the remuneration of the wider employee population is based on the same reward philosophy whilst the components of remuneration 
vary with seniority all employees including executive directors receive a salary and role appropriate benefits rolespecific annual bonus 
arrangements are operated across the group for more senior roles a portion of the bonus is deferred on a similar basis to executive directors 
only senior individuals who can have significant influence on the performance of the group as a whole are invited to participate in the 
longterm incentive plans this provides those individuals with an incentive to help achieve the group’s medium and longterm objectives 
and create shareholder value whilst ensuring their remuneration varies to the extent these goals are achieved
consideration of shareholder views
the structure of remuneration for board members was presented to shareholders in the prospectus prior to admission
the committee is mindful of shareholder views when evaluating and setting ongoing remuneration strategy and intends to appropriately 
consult with shareholders prior to any significant proposed changes to the remuneration policy
directors’ remuneration report
continued
82
governance
spire healthcare group plc annual report 2014 annual report on remuneration
single total figure of remuneration – executive directors audited
the following table sets out the total remuneration for the executive directors for the year ended 31 december 2014 this comprises the total 
remuneration received over the full year from 1 january 2014 to 31 december 2014 including remuneration received from the group prior to 
admission and the incorporation of the company on 12 june 2014
as spire healthcare group plc was a newly listed company during 2014 there is no disclosure in this report of prior year information 
£000’s
rob roger 
ceo
simon gordon
cfo
salary 4500 3021
benefits 161 144
retirement benefits 805 541
annual bonus including deferred element 1954 1182
longterm incentives – –
subtotal 7420 4888
legacy – accrued incentive payments 44500
1
20504
1
legacy – share bonus award
2
10311 5624
total 62231 31016
1 the accrued incentive payment for r roger was paid wholly in cash and for s gordon was paid half in cash less the repayment of a loan of £12890 and half in shares as noted on page 84
2 the value of the share bonus award is calculated at the date of admission based on a share price of £210
additional notes to the table
salary
on admission the salary for the chief executive officer was £525000 and the salary for the chief financial officer was £350000 and their 
salary for 2015 remains unchanged
benefits
the benefits consist of private medical insurance for the executive director and their family permanent health assurance life assurance  
and a car allowance under his contractual terms simon gordon also has an annual health assessment for himself and his spouse 
under his contractual terms rob roger also has income protection cover
retirement benefits
the amount set out in the table represents the group contribution to the directors’ retirement planning at a rate of 18 of base salary  
simon gordon is a member of the the spire healthcare pension plan and rob roger has a personal pension scheme
annual bonus
the executive directors’ annual bonus targets were set at the beginning of the financial year prior to admission and were amended on 
admission by prorating to reflect the new circumstances of the company the ebitdar reported for the full year of £2199m was ahead 
of the amended threshold target additionally both rob roger and simon gordon achieved their strategic and personal objectives in full 
including the successful delivery of the ipo such that each has earned in total a bonus of 343 of their maximum potential annual bonus
the committee is satisfied that the resulting payments of £195400 and £118200 to rob roger and simon gordon respectively are fully 
merited the performance targets in relation to the 2014 awards which were set prior to admission are considered to be commercially 
sensitive the committee have implemented a revised bonus framework for 2015 as set out on page 86 
twothirds of the bonus will be paid in cash the remaining onethird of the bonus in respect of 2014 will be deferred into shares under  
the dbp  these shares will be deferred for a period of three years conditional on continued employment these shares will remain subject  
to a malus provision
longterm incentives
no awards under the ltip vested in the 2014 financial year and subsequently no award is shown in the single figure table above 
the first awards under the ltip were granted on 30 september 2014 these awards were granted in the form of nilcost options over spire 
healthcare group plc shares with the number of shares that may vest conditional on performance to the end of the 2016 financial year  
the maximum award granted to executive directors was equivalent to 200 of base salary
shortly following admission the committee considered the key longterm objectives over the 2014 to 2016 performance period 
the committee determined that the awards for the performance period to 31 december 2016 should be linked to the value created 
for shareholders over the period and as a consequence that the awards should be equally weighted against relative tsr and eps 
performance targets further details of the performance conditions are set out on page 84
83
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 eps – 50 of award
vesting of this element is based on the adjusted eps outcome  
for the 2016 financial year
relative tsr – 50 of award
vesting of this element is based on tsr performance measured 
against the constituents of the ftse 250 excluding investment trusts
2016 eps
percentage of the 
element vesting tsr performance
percentage of the 
element vesting
less than 206 pence 0 below median 0
206 pence 25 median 25
239 pence or more 100 upper quartile 100
straightline vesting operates between these points straightline vesting operates between these points based on relative tsr performance  
from admission to 31 december 2016
the following table provides details of the awards made on 30 september 2014
name type of award number of shares face value at grant end of performance period
rob roger ceo
conditional share award  
in the form of nilcost options
372340 £1050000
31 december 2016
simon gordon cfo 248226 £700000
the share price used to determine the number of shares under awards was £2823 the average of the middle market quotation at close of business over the last five dealing days prior to the date of 
grant the face value is equivalent to 200 of base salary
legacy arrangements – variable incentives relating to the period prior to admission
as disclosed in the prospectus the company granted conditional on admission accrued incentive payments and share bonus plan awards 
these are legacy arrangements that were adopted and operated prior to admission these figures have been included in the singlefigure 
table above in the interests of transparency however it should be noted that they relate to performance delivered prior to admission
legacy arrangement – accrued incentive payments
bonus awards were made to approximately 160 current and former employees of the group including the executive directors rob roger 
simon gordon and garry watts in respect of his preadmission role of executive chairman half of the award made to simon gordon was 
delivered in shares all remaining awards were paid in cash 
legacy arrangement – directors’ share bonus plan awards
awards were granted to rob roger simon gordon and garry watts in recognition of his performance in his preadmission role of executive 
chairman to reflect their contribution to the company prior to admission details of these awards are set out below in order to create further 
alignment with shareholders these awards were made over shares in the form of nilcost options and split into two equal tranches which 
become exercisable on the first and second anniversary of admission respectively 
although these awards were made in recognition of services provided to the company prior to admission and as such are not subject to 
continued employment the share bonus awards will only remain exercisable in full if the 90 day average share price prior to the first and 
second anniversary of admission is at least 359 pence if at the relevant anniversary the average share price is at or below 224 pence then 
the number of shares in the relevant tranche to which the awards relate will be reduced by approximately 35 where the average share 
price at the relevant anniversary is between 224 pence and 359 pence then the proportion exercisable will be reduced on a prorata basis
as the awards were made in respect of the period prior to admission they are not subject to continued employment except in the case of 
dismissal for cause and remain subject to the malus provisions detailed in the remuneration policy the amounts shown in the singlefigure 
tables is the minimum number of shares that may vest valued at the share price on admission 210 pence 
no further awards will be made under this arrangement
the following table provides details of the directors’ share bonus awards
name type of award
minimum 
exercisable award
no of shares
maximum 
exercisable award
no of shares
face value 
of maximum vesting date
rob roger ceo
conditional share  
award in the form  
of nilcost options
491000 766000 £1608600 vesting date for all 
participants
50 – 23 july 2015
50 – 23 july 2016
simon gordon cfo 267800 417800 £877380
garry watts in respect of previous 
role as executive chairman 312500 487400 £1023540
these awards were granted on 4 july 2014 the face value shown is based on the maximum number of shares exercisable valued at the share price on admission £210
directors’ remuneration report
continued
84
governance
spire healthcare group plc annual report 2014 single total figure of remuneration – nonexecutive directors audited
the following table sets out the total remuneration for the nonexecutive directors for the year ended 31 december 2014 this comprises the 
total remuneration received by them since the incorporation of the company on 12 june 2014 full year information is shown for the chairman 
including detail relating to his preadmission role as executive chairman
as spire healthcare group plc was a newly listed company during 2014 there is no disclosure in this report of prior year information 
£000’s fees benefits total
john gildersleeve 750 – 750
simon rowlands – – –
dr supraj rajagopalan – – –
tony bourne 300 – 300
dame janet husband 300 – 300
robert lerwill 300 – 300
total 1650 – 1650
chairman
£000’s
garry watts
as executive
chairman
garry watts
as nonexecutive
chairman
salaryfees 1433 1140
benefits 22 10
retirement benefits – –
annual bonus 1442 –
longterm incentives – –
subtotal 2897 1150
variable incentives prior to admission
legacy – accrued incentive payment 12987 –
legacy – share bonus award
1
6563 –
total 22447 1150
1 the value of the share bonus award is calculated at the date of admission based on a share price of £210
notes to the table
fees
the fees shown are paid to the nonexecutive director from the date of their appointment the nonexecutive directors nominated  
by cinven funds subject to the relationship agreement do not receive any fees
benefits
only garry watts has a contractual entitlement to benefits which consist of private medical insurance for himself and family life cover  
for himself only annual health assessment for himself and spouse and office facilities to enable him to perform his duties as chairman 
reasonable expenses incurred by any nonexecutive director will be reimbursed by the company
chairman
as disclosed in the prospectus garry watts was entitled to a time prorated bonus for the period prior to admission in respect of his previous 
role as executive chairman the amount shown is equivalent to 100 of his previous salary prorated for the period from 1 january 2014 to the 
date of admission 
details of the legacy awards relating to performance prior to admission are set out on page 84
following admission garry watts was appointed as a nonexecutive chairman and in line with corporate governance guidelines he will not 
participate in any future incentive plans
85
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 implementation for 2015 
the following table summarises how remuneration arrangements will be operated for 2015 shareholders will note
• salaries remain unchanged for the year and
• the maximum opportunity under the incentive plans will remain unchanged
salary and benefits •  following the year end the committee reviewed the base salary for executive directors as part of the annual salary 
review process and decided not to increase them at this point in time 
on admission 2015 salary
rob roger £525000 £525000
simon gordon £350000 £350000
•  no changes to benefits for 2015 – benefits include private medical insurance permanent health assurance income 
protection life assurance an annual health assessment and car allowance company contributions to the executive 
directors’ retirement benefits remain at 18 of salary
annual bonus •  the maximum opportunity for both executive directors will remain at 150 of salary
•  the performance targets in respect of the 2015 bonus will be based on ebitda and a balanced scorecard based 
on strategic targets linked to productivity customer quality and staff measures the detail of targets for the coming 
year is commercially sensitive however the committee will look to provide expanded disclosure regarding bonus 
outcomes in next year’s report
•  onethird of any bonus earned will be deferred into shares for three years
ltip • conditional award over shares will be made in 2015 of 200 of base salary in the form of nilcost options
• performance will be measured over the period from 1 january 2015 to 31 december 2017 
• awards conditional on relative tsr and adjusted eps targets
threshold 
25 vests
full vesting
100 vests
tsr v ftse 250 excluding investment trusts 50 median upper
quartile
adjusted eps – outcome in 2017 50 238 pence 275 pence
 straightline vesting between points shown no vesting of element for performance below threshold
shareholding guideline •  executive directors are expected to build up and maintain over a period of five years a shareholding equivalent 
to twice their respective base salaries
• as at the date of this report both executive directors have holdings that exceed this guideline
nonexecutive 
directors
•  the current fees payable to the chairman and nonexecutive directors are shown in the following table these fees 
will be subject to review on the appointed date
role fee
chairman £257000
deputy chairmansenior independent director £140000
basic fee for other nonexecutive directors £50000
additional fee for chair of a board committee £10000
 
directors’ remuneration report
continued
86
governance
spire healthcare group plc annual report 2014 statement of directors’ shareholding and share interests audited
the table below sets out the directors’ shareholdings in the group as noted above executive directors are expected to build up and maintain 
a holding equivalent to twice their base salary 
shareholding guidelines
as at 31 december 2014
proportion of shareholding 
guideline achieved
1
 
executive directors
rob roger  518216 188
simon gordon 262596 143
nonexecutive directors
garry watts 266532 na
john gildersleeve  4761 na
simon rowlands 0 na
dr supraj rajagopalan 0 na
tony bourne 11904 na
dame janet husband 4761 na
robert lerwill 23809 na
1  calculated based upon the closing share price on 31 december 2014 of £380 both executive directors significantly exceed the guideline of 200 of salary
the table below sets out the directors’ interests in shares of the group which remain unvested as at the year end
name
shares
unvested and subject 
to performance conditions
1
unvested and not subject 
to performance conditions
2
executive directors
rob roger 647340 491000
simon gordon 398226 267800
nonexecutive directors
garry watts 174900 312500
john gildersleeve – –
simon rowlands – –
dr supraj rajagopalan – –
tony bourne – –
dame janet husband – –
robert lerwill – –
1  awards granted under the ltip 372340 for rob roger and 248226 for simon gordon plus the proportion of the directors’ share bonus plan that is delivered dependent on share price performance 
275000 for rob roger 150000 for simon gordon and 174900 for garry watts
2  consists of the proportion of the directors’ share bonus award that is not subject to performance 491000 for rob roger 267800 for simon gordon and 312500 for garry watts
unvested awards are structured as nilcost options 
87
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 letters of appointment
nonexecutive director date of appointment notice period date of expiry 
g watts 4 july 2014 12 months 23 july 2017
j gildersleeve 24 june 2014 3 months 23 july 2017
t bourne 24 june 2014 2 months 21 may 2018
r lerwill 24 june 2014 2 months 21 may 2018
j husband 24 june 2014 2 months 21 may 2018
service contracts
each of the executive directors who both put themselves up for reelection at the agm to be held on 21 may 2015 are employed under 
ongoing service contracts with the group these contracts do not have a fixed term of appointment a copy of each executive director’s 
service contract is available at the registered office for inspection
performance table 
the table below illustrates spire healthcare’s tsr performance against the ftse 250 excluding investment trusts since listing 
23 july 2014 31 dec 2014
ftse 250 100 107
spire healthcare 100 148
the table below shows the total remuneration paid to the chief executive officer since admission 
chief executive officer’s remuneration 2014
ceo single figure of remuneration £000’s 3986
annual bonus payout  of maximum 34
ltip vesting  of maximum na
percentage change in remuneration of the director undertaking the role of chief executive officer
there is no comparative data from previous year as shown in the singlefigure table hence there will be no percentage changes in salary 
benefits and annual bonus for the ceo or for the comparator group of all uk permanent employees
relative importance of spend on pay
the table below illustrates the yearonyear change in the total remuneration costs for all employees and shareholder distributions 
£million 2013 2014  change
total remuneration 2109 2831
1
34
distributions to shareholders – – na
1 included in total remuneration for the year ended 31 december 2014 are exceptional ipo bonuses see notes 7 and 8 on pages 107 and 108 of the notes to the financial statements for further detail
advice provided to the remuneration committee
during the course of the year deloitte llp was appointed by the committee to provide external advice its total fees for advice provided to the 
remuneration committee were £60500 deloitte has voluntarily signed up to the remuneration consultants’ code of conduct in relation to 
executive remuneration consulting during the year the committee is comfortable that the deloitte llp engagement partner and team that 
provides remuneration advice to the committee do not have connections with the company that may impair their independence during the 
year deloitte also provided unrelated tax and consultancy services to the group 
the chairman ceo cfo and simon rowlands attended committee meetings by invitation in order to provide the committee with additional 
context the company secretary or in his absence the deputy company secretary act as the committee’s secretary no individual 
participates in discussions regarding their own remuneration
on behalf of the remuneration committee
tony bourne
chair remuneration committee
23 march 2015
directors’ remuneration report
continued
88
governance
spire healthcare group plc annual report 2014 directors’ report
the directors submit their annual report together with the 
audited financial statements of the group and of the company 
spire healthcare group plc for the year ended 31 december 2014
certain disclosure requirements for inclusion in this report have been 
incorporated by way of cross reference to the strategic report on 
pages 1 to 55 and the directors’ remuneration report on pages 74 to 
88 and should be read in conjunction with this report the following 
included in the strategic report also form part of this report
• greenhouse gas emissions which can be found in corporate social 
responsibility on page 45
• employees which can be found in our people on pages 42 and 43
• the corporate governance statement set out on pages 59 to 66 
and
• our strategy set out on pages 18 to 21
information regarding the company’s charitable donations can 
be found in the corporate social responsibility section on pages 
44 and 45
listing on the london stock exchange
the company’s registered office and principal place of business is  
at 3 dorset rise london ec4y 8en on 23 july 2014 the entire issued 
ordinary share capital of the company was admitted to the premium 
listing segment of the official list of the financial conduct authority 
and to unconditional trading on the london stock exchange plc’s 
main market for listed securities
dividend
the directors are recommending a final dividend in respect of 2014 
of 18 pence per ordinary share which if approved by shareholders at 
the agm will be paid on 30 june 2015 to shareholders on the register 
at 5 june 2015
board of directors
the directors of the company were all appointed in june 2014 prior 
to admission to listing and their biographical information is set out 
on pages 56 and 57  all directors will retire at the agm and offer 
themselves for reelection further information on the contractual 
arrangements of the executive directors is given on page 88 the 
nonexecutive directors do not have service agreements 
powers of the directors
the business of the company is managed by the directors who 
may exercise all the powers of the company subject to any relevant 
legislation any directions given by the company by passing a special 
resolution and to the company’s articles of association the articles 
for example contain specific provisions concerning the company’s 
power to borrow money and issue shares
appointment and removal of directors
rules relating to the appointment and removal of the directors 
are contained within the company’s articles of association
director’s indemnities 
see page 65 in the corporate governance section
amendment of articles of association
the company may only make amendments to the articles 
of association of the company by way of special resolution 
of the shareholders in accordance with the companies act 
employees 
the group is an equal opportunities employer and is committed 
to creating an environment which will attract retain and motivate 
its people by creating a working environment in which individuals 
are able to make best use of their skills free from discrimination 
or harassment and in which all decisions are based on merit spire 
healthcare employs people who consider themselves to have a 
disability a physical or mental impairment which has a substantial 
and long term adverse effect on their ability to carry out normal 
day to day activities employees who consider themselves to have 
a disability are under no obligation to inform their employer of this 
however we are fully aware of and comply with our obligations 
in accordance with the relevant provisions of the equality act 2010 
the group gives full and fair consideration to applications for 
employment from disabled persons should an employee become 
disabled during their employment with spire healthcare every effort 
is made to enable them to continue their service with the group
further information on our employees can be found in our people 
on pages 42 and 43 
political donations and expenditure
the group made no political donations in the period since admission 
although the company does not make and does not intend to make 
donations to political parties within the normal meaning of that 
expression the definition of political donations under the companies 
act 2006 is very broad and includes expenses legitimately incurred as 
part of the process of talking to members of parliament and opinion 
formers to ensure that the issues and concerns of the group are 
considered and addressed these activities are not intended to 
support any political party and the group’s policy is not to make 
any donations for political purposes in the normally accepted sense
a resolution continuing the approval granted by shareholders 
as part of the ipo will therefore be proposed at the agm seeking 
shareholder approval for the directors to be given authority to make 
donations and incur expenditure which might otherwise be caught 
by the terms of the companies act 2006 the authority sought will 
be limited to a maximum amount of £100000
89
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 share capital
as at the date of this report the company had an issued share 
capital of 401081391 ordinary shares of 1 pence each being the 
total number of spire healthcare group plc shares with voting rights 
the rights attaching to the shares are set out in the articles of 
association there are no restrictions on the transfer of ordinary 
shares in the capital of the company other than those which may be 
imposed by law from time to time there are no special control rights 
in relation to the company’s shares and the company is not aware 
of any agreements between holders of securities that may result 
in restrictions on the transfer of securities or on voting rights except 
for the lockins agreed at the time of admission as set out in the 
prosepctus in accordance with the disclosure and transparency 
rules certain employees are required to seek approval to deal 
in spire shares 
further information relating to the company’s issued share capital 
can be found in note 27 to the company financial statements on 
page 119
allot shares and preemption rights
resolutions giving the directors the authority to allot further shares 
and make allotments of shares to persons other than existing 
shareholders in certain circumstances will be proposed for the first 
time at the agm see the notice of meeting contained within the 
agm circular for additional detail
voting rights
in a general meeting of the company on a show of hands every 
member who is present in person or by proxy and entitled to vote shall 
have one vote on a poll every member who is present in person or by 
proxy shall have one vote for every share of which they are the holder 
restrictions on voting
unless the directors otherwise determine a shareholder 
shall not be entitled to vote either personally or by proxy
• if any call or other sum presently payable to the company 
in respect of that share remains unpaid or
• having been duly served with a notice to provide the company 
with information under section 793 of the companies act and has 
failed to do so within 14 days for so long as the default continues
directors’ interests in share
the directors’ share interests in the company are detailed on page 87  
material interests in shares
the group has been notified in accordance with dtr 5 of the 
disclosure and transparency rules of the following interests 
in its issued ordinary shares as at 23 march 2015 
current 
cinven funds 4835
woodford investment management 1021
blackrock investment management 418
lazard asset management 384
capital world investors 382
significant agreements 
the following agreements are considered to be significant in terms 
of their potential impact on the business of the group as a whole 
and could alter or terminate on a change of control of the group
• the group’s bank facility agreement contains provisions entitling 
the counterparties to exercise termination or other rights in the 
event of a change of control
• there are a number of contracts which allow the counterparties 
to alter or terminate those arrangements in the event of a change 
of control of the company these arrangements are commercially 
sensitive and confidential and their disclosure could be seriously 
prejudicial to the group and
• the company’s share incentive plans contain provisions relating 
to a change of control and full details of these plans are provided in 
the directors’ remuneration report on pages 75 to 88 outstanding 
options and awards would normally vest and become exercisable 
on a change of control subject to the satisfaction of performance 
conditions if applicable at that time
as disclosed in the prospectus the relationship agreement is a 
material agreement between the company and cinven funds as the 
principal shareholder the agreement does not include a change of 
control provision but does terminate upon the earlier of the shares 
ceasing to be listed and traded on the london stock exchange’s main 
market for listed securities and the principal shareholder’s ceasing 
to be entitled in aggregate to exercise or to control the exercise 
of 15 per cent or more of the votes to be cast on all or substantially 
all matters of a general meeting of the company
compensation for loss of office
there are no agreements between the group and its directors 
or employees providing for compensation for loss of office 
or employment that occurs as a result of change of control
directors’ report
continued
90
governance
spire healthcare group plc annual report 2014 disclosures required under listing rule 984r 
the following table is included to meet the requirements of listing rule 
section 984r the information required to be disclosed by that section 
where applicable to the company can be located in the annual report 
and financial statements at the references set out below
information required location in annual report
amount of interest capitalised note 11 on page 109
longterm incentive schemes see drr pages 74–88
equity securities allotted for cash note 27 on page 119
parent and subsidiary undertakings note 18 on page 114
subsisting significant contracts note 33 on page 125
controlling shareholder relationships pages 60 and 90
events after the reporting period
there have been no material events affecting the group or company 
since 31 december 2014 
going concern
on admission on 23 july 2014 the group refinanced its bank loan 
facilities with a facility that matures in 2019 the proceeds from the 
issue of new ordinary shares existing resources and £4250 million 
from the new term loans were applied in the repayment of all of 
the existing bank loan and interest rate swap liabilities loans from 
former parent undertakings were settled through the issue of new 
shares in the company
the directors have considered the group’s forecasts and projections 
and the risks associated with their delivery and are satisfied that the 
group will be able to operate within the covenants imposed by the 
new bank loan facility for the foreseeable future in relation to available 
cash resources the directors have had regard to both cash at bank 
and a £100 million committed undrawn revolving credit facility
accordingly they have adopted the going concern basis in preparing 
these financial statements
disclosure of information to auditor
having made enquiries of fellow directors and of the company’s 
auditor each of the directors confirms that
• to the best of their knowledge and belief there is no relevant audit 
information of which the company’s auditor is unaware and 
• they have taken all the steps a director might reasonably 
be expected to have taken to be aware of relevant audit 
information and to establish that the company’s auditor 
is aware of that information 
reappointment of auditor
resolutions for the reappointment of ernst  young llp as the 
auditor of the company and to authorise the directors to determine 
its remuneration are to be proposed at the agm 
annual general meeting the ‘agm’
the annual general meeting of spire healthcare group plc will be 
held at freshfields bruckhaus deringer 65 fleet street london ec4y 
1hs on thursday 21 may 2015 at 1100 am the notice of meeting 
is contained within the agm circular
the directors’ report has been approved by the board and is signed 
on its behalf by
daniel toner 
general counsel and group company secretary
23 march 2015
91
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014 statement of directors’ responsibilities
the directors are responsible for preparing the annual report 
and accounts including the consolidated financial statements 
and the company financial statements directors’ report including 
the directors’ remuneration report and the strategic report in 
accordance with applicable law and regulations under that law the 
directors are required to prepare the group financial statements in 
accordance with international financial reporting standards ifrs 
as adopted by the european union and article 4 of the ias regulation 
and have elected to prepare the parent company financial statements 
in accordance with ifrs as adopted by the eu
company law requires the directors to prepare such financial 
statements for each financial year under company law the directors 
must not approve the financial statements unless they are satisfied 
that they give a true and fair view of the state of affairs of the 
company on a consolidated and individual basis and of the profit 
or loss of the company on a consolidated basis for that period 
in preparing these financial statements the directors are required to
•  select suitable accounting policies in accordance with ias 8 
accounting policies changes in accounting estimates and 
errors and then apply them consistently
•  make judgements and estimates that are reasonable and prudent
• present information including accounting policies in 
a manner that provides relevant reliable comparable 
and understandable information
• provide additional disclosures when compliance with the specific 
requirements in ifrss as adopted by the eu is insufficient to enable 
users to understand the impact of particular transactions other 
events and conditions on the group’s and company’s financial 
position and financial performance
•  state that the group’s and company’s financial statements have 
complied with ifrss as adopted by eu subject to any material 
departures disclosed and explained in the financial statements and
•  prepare the financial statements on a goingconcern basis unless  
it is not appropriate to presume that the company will continue  
in business
the directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time the 
company’s financial position and enable them to ensure compliance 
with the companies act 2006 they are also responsible for 
safeguarding the company’s assets and for taking reasonable steps 
for the prevention and detection of fraud and other irregularities 
each of the directors whose names and functions are listed on pages 
56 and 57 confirms that
•  to the best of their knowledge the consolidated financial 
statements and the company financial statements which have 
been prepared in accordance with ifrs as adopted by the eu give  
a true and fair view of the assets liabilities financial position and 
profit of the company on a consolidated and individual basis
•  to the best of their knowledge the strategic report and the 
directors’ report include a fair review of the development and 
performance of the business and the position of the company on  
a consolidated and individual basis together with a description  
of the principal risks and uncertainties that it faces and
•  they consider that the annual report and accounts taken as 
a whole is fair balanced and understandable and provides the 
information necessary for shareholders to assess the company’s 
performance business model and strategy 
by order of the board
rob roger 
chief executive officer 
simon gordon
chief financial officer
23 march 2015
92
governance
spire healthcare group plc annual report 2014 93
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
our opinion on the financial statements is unmodified
we have audited the financial statements of spire healthcare group 
plc for the year ended 31 december 2014 which comprise the group 
income statement the group statement of comprehensive income 
the group and parent company balance sheets the group and 
parent company statements of changes in equity the group and 
parent company cash flow statements and the related notes 1 to 
34 the financial reporting framework that has been applied in their 
preparation is applicable law and international financial reporting 
standards ifrss as adopted by the european union and as regards 
the parent company financial statements as applied in accordance 
with the provisions of the companies act 2006
this report is made solely to the company’s members as a body 
in accordance with chapter 3 of part 16 of the companies act 2006 
our audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to 
them in an auditor’s report and for no other purpose to the fullest 
extent permitted by law we do not accept or assume responsibility 
to anyone other than the company and the company’s members 
as a body for our audit work for this report or for the opinions 
we have formed
in our opinion
•  the financial statements give a true and fair view of the state of the 
group’s and of the parent company’s affairs as at 31 december 2014 
and of the group’s profit for the year then ended
•  the group and parent company financial statements have 
been properly prepared in accordance with ifrss as adopted 
by the european union and for the parent company as applied in 
accordance with the provisions of the companies act 2006 and
•  the financial statements have been prepared in accordance with 
the requirements of the companies act 2006 and as regards the 
group financial statements article 4 of the ias regulation
respective responsibilities of directors and auditor 
as explained more fully in the directors’ responsibilities statement 
set out on page 92 the directors are responsible for the preparation 
of the financial statements and for being satisfied that they give 
a true and fair view our responsibility is to audit and express an 
opinion on the group financial statements in accordance with 
applicable law and international standards on auditing isas 
uk and ireland those standards require us to comply with 
the auditing practices board’s ethical standards for auditors 
our audit of the financial statements 
an audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material 
misstatement whether caused by fraud or error this includes an 
assessment of whether the accounting policies are appropriate to 
the group’s and the parent company’s circumstances and have been 
consistently applied and adequately disclosed the reasonableness 
of significant accounting estimates made by the directors and the 
overall presentation of the financial statements in addition we read 
all the financial and nonfinancial information in the annual report 
and accounts to identify material inconsistencies with the audited 
financial statements and to identify any information that is 
apparently materially incorrect based on or materially inconsistent 
with the knowledge acquired by us in the course of performing the 
audit if we become aware of any apparent material misstatements 
or inconsistencies we consider the implications for our report 
our application of materiality 
we apply the concept of materiality both in planning and performing 
our audit and in evaluating the effect of misstatements on our audit 
and on the financial statements for the purposes of determining 
whether the financial statements are free from material 
misstatement we define materiality as the magnitude of 
misstatement that makes it probable that the economic decisions 
of a reasonably knowledgeable person relying on the financial 
statements would be changed or influenced
we then determine a lower level of performance materiality 
which we use to determine the extent of testing needed to reduce 
to an appropriately low level the probability that the aggregate of 
uncorrected and undetected misstatements exceeds materiality 
for the financial statements as a whole
when establishing our overall audit strategy we determined a 
magnitude of uncorrected misstatements that we judged would 
be material for the financial statements as a whole we determined 
materiality for the group to be £42 million 2013 £36 million which 
is calculated as 5 2013 5 of adjusted profit before tax we adjust 
the loss before tax as reported by the group to exclude the impact of
• exceptional items of £540 million note 8 to the 
financial statements
•  profit on disposal of hospital properties of £185 million 
note 9 to the financial statements and
•  interest on loans from former ultimate parent undertakings and 
management of £548 million note 11 to the financial statements
we exclude exceptional items and the profit on disposal of hospital 
properties with the intention of avoiding inappropriate fluctuations 
in our materiality from year to year as a result of nonrecurring items 
that do not reflect the underlying trading performance of the group 
similarly interest paid to the former shareholders prior to the group 
being admitted to the london stock exchange on 23 july 2014 is 
excluded so that the pretax profit reflects the trading performance 
of the newly restructured group as a result of excluding these items 
adjusted pretax profit from which we have calculated the 5 basis 
for materiality is £833 million
on the basis of our risk assessments together with our assessment 
of the group’s overall control environment our judgement is that 
performance materiality for the group should be 75 2013 75 
of materiality namely £29 million 2013 £27 million which reflects 
our assessment of the overall control environment and the history of 
no or very few audit adjustments our approach is designed to have 
a reasonable probability of ensuring that the total of uncorrected 
and undetected audit differences does not exceed our materiality 
of £42 million 2013 £36 million for the financial statements 
as a whole
independent auditor’s report
t o the members of spire healthcare group plc 94
financial statements
spire healthcare group plc annual report 2014
independent auditor’s report
t o the members of spire healthcare group plc continued
we evaluated any uncorrected misstatements against both the 
quantitative measures of materiality discussed above and in light 
of other relevant qualitative considerations
an overview of the scope of our audit
the group continues to operate solely in the uk and with common 
financial systems processes and controls covering all of its operations 
two trading entities account for 96 of the group’s revenue 
and both were subject to full scope audits for the year ended 
31 december 2014 two other nontrading entities were also included 
within full scope audit procedures resulting in 963 of the group’s 
revenue 100 of the group’s operating profit before exceptionals 
and 465 of the group’s assets being covered through full scope 
audit procedures 
specific scope audit procedures were performed for 26 other entities 
the majority of which comprise the group’s head office and property 
functions and covered 526 of the group’s asset base these entities 
were selected for specific scope audit procedures for which the 
extent of audit work was based on our assessment of the risks of 
material misstatement and of the materiality of those locations 
to the group’s business operations
combined full and specific scope audit procedures performed across 
the group for the year ended 31 december 2014 covered over 99 
of the group’s revenue 100 of the group’s operating profit before 
exceptional items and 99 of the group’s total assets the audits of 
all these components are performed at a materiality level calculated 
by reference to a proportion of the group performance materiality 
appropriate to the relevant scale of the business concerned the 
components were allocated a performance materiality threshold 
ranging between £06 million and £29 million
the audit of all of the components within the group is undertaken 
by one audit team which is led by the senior statutory auditor 
due to the nature of the main risk areas noted below the audit 
team is supported by experts in taxation property valuations 
and the evaluation of appropriate discount rates used within 
valueinuse calculations
our assessment of risks of material misstatement
we consider that the following areas present the greatest risk of 
material misstatement in the financial statements and consequently 
have had the greatest impact on our audit strategy the allocation 
of resources and the efforts of the engagement team including 
the more senior members of the team this is not a complete list 
of all risks identified and addressed through our audit procedures 
principal risk area and rationale audit response
revenue recognition
consistent with the significant issues as identified by the audit and 
risk committee we considered that the complexity of the pricing 
structure specifically the high volume of different procedures that 
are undertaken across the patient revenue streams creates a risk that 
systematic errors or manipulation of pricing could lead to an error in 
reported revenues £8560 million for the year ended 31 december 2014 
2013 £7645 million 
this risk is considered to be higher in recording pmi and nhs related 
revenues where the extent of pricing variations is most significant 
and requires clinical input as appropriate 
the group’s accounting policies themselves in respect of revenue 
recognition are not considered to present any significant risk of 
misstatement because revenue is recognised only on completion 
of medical procedures
we identified the controls over the occurrence of revenue to 
be the most appropriate to test the remaining audit procedures 
over revenue measurement and validation utilised a substantive 
approach to address the risks of misstatement in relation 
to the revenue recognition we performed a number of 
procedures including
• transactional level pricing validation was performed on a 
sample of invoices across the group and agreed back to source 
pricing documentation and evidence of input from clinical 
review as applicable
• post year end credit note testing to validate that pre year 
end revenue was not inappropriately recognised 
• analysis of credit notes raised during through the period to 
consider if prior history indicated trends of errors in invoicing
• consideration and support of any payor pricing disputes or 
likelihood thereof during the period to gain evidence that there 
was no material inappropriate billing during the period under 
review and
• analytical review at a hospital level to consider unusual trends 
that could indicate material misstatement to revenue 95
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
principal risk area and rationale audit response
goodwill carrying amounts
we focused on this area due to i the significance of the 
carrying value of the goodwill being assessed £5191 million as 
at 31 december 2014 and ii as a result of the level of subjectivity 
associated with the forecast assumptions which underpin 
management’s assessment of valueinuse including the degree 
of subjectivity of cash flow forecasts associated growth rates 
and the appropriateness of the discount rate applied
we examined the group’s forecast cash flows which underpin 
management’s impairment review we tested the basis of 
preparing those forecasts taking into account the accuracy 
of previous forecasts and the historic evidence supporting 
underlying assumptions 
future cash flow assumptions were challenged through comparison 
of current trading performance seeking corroborative evidence 
and enquiry with management in respect of key growth and 
trading assumptions
the reasonableness of other key assumptions such as the discount 
rate and long term growth rate were tested with appropriate input 
from ey valuation experts and applying an independent assessment 
on general market indicators to conclude on the appropriateness 
of these assumptions
we also tested the mathematical integrity of management’s 
model and carried out audit procedures on management’s 
sensitivity calculations
we also tested management’s assessment on whether any 
reasonably possible change in these key assumptions would result 
in an impairment of goodwill and therefore require disclosure under 
ias 36 impairment of assets
appropriate recognition of deferred tax balances
we consider that the group’s structure including the changes arising 
during the year as a result of the group reconstruction prior to ipo 
results in there being a higher inherent risk associated with the 
calculation of current and deferred tax balances and the resulting tax 
position adopted by the group this is consistent with both the 
significant issue as identified by the audit and risk committee and 
the significant judgement as set out in note 4 to these financial 
statements
we consider that there is a level of estimation in assessing the tax 
base of the property portfolio for the purposes of calculating the 
associated deferred tax liability £917 million as at 31 december 
2014 such calculations are dependent on management’s assumption 
on use or possible disposal of properties in the future
the scope for recognition of the group’s deferred tax assets  
£436 million as at 31 december 2014 in accordance with 
ias 12 particularly in respect of available losses is also a 
matter of judgement 
we considered the status of any recent and current tax audits and 
enquiries and reperformed management’s true up to the corporation 
tax calculations from the tax returns submitted for the prior year
we understood and verified management’s assumptions supporting 
the calculation of the deferred tax liability arising in respect of 
the property portfolio through our enquiries with management 
we assessed the appropriateness of how the carrying amounts 
are assumed to be recovered with regard to group’s business 
plans and known developments
in respect of both current and deferred tax we tested 
management’s estimates of appropriate levels of allowed tax 
deductions where the final tax treatment is yet to be agreed by 
the relevant tax authority this included examining any available 
correspondence with tax authorities or tax advisors at the time 
of our audit procedures to corroborate the treatment adopted 
by management
we considered the appropriateness of the taxation disclosures 
made in the financial statements
treatment of costs directly attributable to the group’s ipo
we considered the judgement management has exercised in 
appropriately presenting significant costs incurred in respect of the ipo
costs that are directly attributable to the issuance of new share 
capital may be allocated directly against share premium this presents 
the risk that management may allocate costs to equity that are not 
directly attributable to the ipo resulting a misstatement of profit in 
addition costs directly incurred in raising new debt are required to be 
presented set off against the associated loan balance this increases 
the risk that management may present costs in the balance sheet 
that are not directly related to raising new debt
we also considered the classification of employee bonus charges 
and other expenses incurred as a consequence of the ipo process 
as exceptional
we have audited costs that are reported by management to be 
related to the ipo and in particular tested management’s allocation 
of such costs that are presented as directly attributable to the 
share issuance £114 million for the year ended 31 december 2014 
or new debt £56 million for the year ended 31 december 2014
we also considered the appropriateness of presenting the other ipo 
related costs as exceptional costs £461 million for the year ended 
31 december 2014 and concluded that such presentation was in 
accordance with the group’s accounting policy and the relevant 
2013 frc guidance 96
financial statements
spire healthcare group plc annual report 2014
  
opinion on other matters prescribed by the companies  
act 2006 
in our opinion
• the part of the directors’ remuneration report to be audited has 
been properly prepared in accordance with the companies act 
2006 and
•  the information given in the strategic report and the directors’ 
report for the financial year for which the group financial 
statements are prepared is consistent with the group 
financial statements
matters on which we are required to report by exception 
under the isas uk and ireland we are required to report to you if 
in our opinion information in the annual report is 
•  materially inconsistent with the information in the audited 
financial statements or 
• apparently materially incorrect based on or materially inconsistent 
with our knowledge of the group acquired in the course of 
performing our audit or 
• is otherwise misleading 
in particular we are required to consider whether we have identified 
any inconsistencies between our knowledge acquired during the 
audit and the directors’ statement that they consider the annual 
report is fair balanced and understandable and whether the 
annual report appropriately discloses those matters that we 
communicated to the audit committee which we consider 
should have been disclosed 
under the companies act 2006 we are required to report to you if 
in our opinion 
•  adequate accounting records have not been kept by the parent 
company or returns adequate for our audit have not been received 
from branches not visited by us or
•  the parent company financial statements and the part of the 
directors’ remuneration report to be audited are not in agreement 
with the accounting records and returns or
•  certain disclosures of directors’ remuneration specified by law 
are not made or 
•  we have not received all the information and explanations 
we require for our audit 
under the listing rules we are required to review 
•  the statement of directors’ responsibilities set out on page 92 
in relation to going concern and 
•  the part of the corporate governance statement relating 
to the company’s compliance with the nine provisions of 
the uk corporate governance code specified for our review 
david hales 
senior statutory auditor
for and on behalf of ernst  young llp  statutory auditor 
london
23 march 2015
1  the maintenance and integrity of the spire healthcare group plc web site is the responsibility 
of the directors the work carried out by the auditors does not involve consideration of these 
matters and accordingly the auditors accept no responsibility for any changes that may have 
occurred to the financial statements since they were initially presented on the web site
2  legislation in the united kingdom governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions
independent auditor’s report
t o the members of spire healthcare group plc continued 97
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
£ million notes 2014 2013
revenue 6 8560 7645
cost of sales 4366 3821
gross profit 4194 3824
other operating costs 3593 2828
operating profit 5 601 996
exceptional items included within other operating costs 8 540 115
operating profit before exceptional items 1141 1111
profit on disposal of property plant and equipment 9 185 442
interest income 10 03 04
finance costs 11 859 1539
exceptional finance costs 11 – 422
total finance costs 859 1961
loss before taxation 70 519
taxation 13 130 1541
profit for the year 60 1022
 
profit for the year attributable to owners of the parent 60 1022
 
earnings per share – basic and diluted in pence per share 14 19 409
consolidated income statement
for the year ended 31 december 2014 98
financial statements
spire healthcare group plc annual report 2014
  
consolidated statement of comprehensive income
for the year ended 31 december 2014
£ million 2014 2013
profit for the year 60 1022
other comprehensive income for the year
net gain on cash flow hedges – 394
deferred tax on cash flow hedges taken to hedge reserve – 111
hedge loss recycled to income statement note 11 – 688
deferred tax on recycled cash flow hedge losses – 138
other comprehensive income net of tax – 833
total comprehensive income for the year 60 1855
total comprehensive income for the year attributable to owners of the parent 60 1855
all other comprehensive income will recycle to profit or loss in this or future periods 99
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
consolidated statement of changes in equity
for the year ended 31 december 2014
£ million
share 
capital
share 
premium
hedging 
reserve
capital 
reserves
retained 
earnings total equity
as at 1 january 2013 – – 833 – 3585 4418
profit for the year – – – – 1022 1022
other comprehensive income – – 833 – – 833
total comprehensive income – – 833 – 1022 1855
employee benefit trust – – – – 01 01
as at 1 january 2014 – – – – 2562 2562
profit for the year – – – – 60 60
total comprehensive income – – – – 60 60
group reorganisation 25 5250 – 3761 – 9036
shares issued on admission 15 3133 – – – 3148
transaction costs of shares issued – 114 – – – 114
sharebased payments – – – – 28 28
deferred tax on sharebased payments – – – – 04 04
balance at 31 december 2014 40 8269 – 3761 2470 9600 100
financial statements
spire healthcare group plc annual report 2014
  
consolidated balance sheet
as at 31 december 2014
£ million notes 2014 2013
assets
noncurrent assets
intangible assets 16 5191 5149
property plant and equipment 17 8519 8139
deferred tax asset 24 – 171
13710 13459
current assets
inventories 19 260 262
trade and other receivables 20 1399 1312
cash and cash equivalents 21 745 1115
2404 2689
total assets 16114 16148
equity and liabilities
equity
share capital 27 40 –
share premium 8269 –
capital reserves 27 3761 –
retained earnings 2470 2562
equity attributable to owners of the parent 9600 2562
noncontrolling interests – –
total equity 9600 2562
noncurrent liabilities
borrowings 22 4935 8821
derivative financial instruments 25 – 524
deferred tax liability 24 481 774
5416 10119
current liabilities
provisions 23 62 32
borrowings 22 53 7468
derivative financial instruments 25 – 221
trade and other payables 26 983 870
1098 8591
total liabilities 6514 18710
total equity and liabilities 16114 16148
these consolidated financial statements and the accompanying notes were approved for issue by the board of directors on 23 march 2015 
and were signed on its behalf by
rob roger  
chief executive officer   
simon gordon
chief financial officer 101
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
consolidated statement of cash flows
for the year ended 31 december 2014
£ million notes 2014 2013
cash flows from operating activities
loss before taxation 70 519
adjustments for
depreciation 5 451 430
goodwill impairment 16 10 09
sharebased payments 28 28 –
profit on disposal of property plant and equipment 9 185 442
interest income 10 03 04
finance costs 11 859 1539
exceptional finance costs 11 – 422
1090 1435
movements in working capital
increase in trade and other receivables 93 320
decreaseincrease in inventories 15 07
increasedecrease in trade and other payables 95 107
increasedecrease in provisions 23 04
net cash from operating activities 1130 997
 
cash flows from investing activities
acquisition of subsidiary net of cash acquired 15 385 –
purchase of property plant and equipment 666 537
proceeds from disposal of property plant and equipment 348 7004
interest received 03 04
net cash used ingenerated from investing activities 700 6471
 
cash flows from financing activities
proceeds from issue of share capital 3172 –
share issue costs 103 –
acquisition of minority interest – 06
interest paid 413 592
repayments of borrowings 8050 7893
proceeds from drawdown of longterm borrowing 4650 800
debt issuance costs 56 –
net cash used in financing activities 800 7691
net decrease in cash and cash equivalents 370 223
cash and cash equivalents at beginning of year 1115 1338
cash and cash equivalents at end of year 745 1115
 
exceptional costs
exceptional costs included in the cash flow from operating activities 512 115
total exceptional costs 512 115 102
financial statements
spire healthcare group plc annual report 2014
  
notes to the financial statements
1 general information
spire healthcare group plc the ‘company’ and its subsidiaries collectively ‘the group’ owns and operates private hospitals and clinics 
in the uk and provides a range of private healthcare services
the financial statements for the year ended 31 december 2014 were authorised for issue by the board of directors of the company on  
23 march 2015
the company is a public limited company which is listed on the london stock exchange and incorporated and domiciled in the uk 
registered number 9084066 the address of its registered office is 3 dorset rise london ec4y 8en
2 basis of preparation 
the financial statements are prepared in accordance with international financial reporting standards as adopted by the european union 
‘ifrs’ and on an historical cost basis except for derivative financial instruments that are measured at fair value 
group reorganisation during 2014
spire healthcare group limited was incorporated on 12 june 2014 and was subsequently reregistered as a public company on 23 june 2014 
with the name spire healthcare group plc
with effect from 18 july 2014 the company became the legal parent of spire healthcare group uk limited and spire uk holdco 2a limited 
and their respective subsidiary undertakings the group was admitted to the premium segment of the london stock exchange on 23 july 2014 
the ‘admission’
these companies were under common management and control throughout the years presented and therefore these financial statements 
have been prepared as if the reorganisation had taken place as at the beginning of the earliest year presented herein 
the comparative financial statements comprised spire healthcare group uk limited and spire uk holdco 2a limited together with each 
of their subsidiaries as included in note 18 and until 17 january 2013 the comparative financial statements also included spire uk holdco 
1a limited spire uk holdco 3a limited and their subsidiaries
as the group reorganisation did not lead to a change in control of the companies included in the group it has been accounted for using the 
poolingofinterest method by aggregating the assets liabilities results share capital and reserves after eliminating intercompany balances 
and unrealised profits the financial information therefore reflects the assets liabilities and results of operations of the components of the 
group that constituted the property ownership and trading businesses 
transactions with cinven funds the controlling party until admission on 23 july 2014 and other entities under common control that were 
not acquired and therefore are not part of the group are disclosed as transactions with related parties see note 33 for further information 
on related party transactions
going concern
on admission on 23 july 2014 the group refinanced its bank loan facilities with a facility that matures in 2019 the proceeds from the issue of 
new ordinary shares existing resources and £4250 million from the new term loans were applied in the repayment of all of the existing bank 
loan and interest rate swap liabilities loans from former parent undertakings were settled through the issue of new shares in the company
the directors have considered the group’s forecasts and projections and the risks associated with their delivery and are satisfied that the 
group will be able to operate within the covenants imposed by the new bank loan facility for the foreseeable future in relation to available 
cash resources the directors have had regard to both cash at bank and a £1000 million committed undrawn revolving credit facility 
accordingly they have adopted the going concern basis in preparing these financial statements
3 accounting policies
significant accounting policies applied
the principal accounting policies adopted are described below and were consistently applied for all periods presented except as noted below
revenue recognition
the group derives its revenue primarily from providing private health care services to both the public sector and private patients in the uk
revenue from charges to patients is recognised when the treatment is provided
interest income
interest is recognised on an effective interest rate basis
cost of sales
cost of sales principally comprises salaries of clinical staff consultant and clinical fees medical services and inventories including drugs 
consumables and prostheses  103
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
3 accounting policies continued
other operating costs
other operating costs mainly comprise nonclinical staff costs rent associated with properties leased under operating leases depreciation 
maintenance and running costs of properties and equipment it also includes administrative expenses including the provision of central 
support services it and other administrative costs 
operating profit
operating profit is the profit arising from the normal recurring operations of the business and after charging exceptional items 
as defined below
operating profit is adjusted to exclude exceptional items to calculate the key performance indicator ‘operating profit before exceptional 
items’ which is utilised in measuring performance before the impact of nonrecurring exceptional items in the income statement
exceptional items
exceptional items are those items which by virtue of their size or incidence either individually or in aggregate need to be disclosed separately 
to allow a full understanding of the underlying performance of the group
consolidation
the results of all subsidiary undertakings are included in the consolidated financial statements the results of subsidiary undertakings 
acquired during the period are brought into the accounts from the date of purchase being the date on which the group obtains control 
the results of subsidiaries disposed of during the period are included in the accounts until the date of disposal or the group’s control ceases
control is achieved when the group is exposed or has rights to variable returns from its involvement with the investee and has the ability 
to affect those returns through its power over the investee specifically the group controls an investee if and only if the group has
• power over the investee ie existing rights that give it the current ability to direct the relevant activities of the investee 
• exposure or rights to variable returns from its involvement with the investee and
• the ability to use its power over the investee to affect its returns 
business combination and goodwill
business combinations are accounted for using the acquisition method the cost of an acquisition is measured as the aggregate of the 
consideration transferred measured at acquisition date fair value and the amount of any noncontrolling interests in the acquiree for each 
business combination the group elects whether to measure the noncontrolling interests in the acquiree at fair value or at the proportionate 
share of the acquiree’s identifiable net assets acquisitionrelated costs are expensed as incurred and included in other operating costs 
when the group acquires a business it assesses the financial assets and liabilities assumed for appropriate classification and designation 
in accordance with the contractual terms economic circumstances and pertinent conditions as at the acquisition date 
goodwill represents the excess of the cost of acquisition over the fair value of the assets liabilities and contingent liabilities of acquired 
businesses at the date of acquisition goodwill is stated at cost less accumulated impairment losses
goodwill is allocated to cashgenerating units and is not amortised but is tested annually for impairment or more frequently if there 
is an indication that the value of the goodwill may be impaired
property plant and equipment
property plant and equipment is stated at cost less accumulated depreciation
no depreciation is charged on freehold land or properties under construction other assets are depreciated so as to write off the carrying 
amounts of the assets over their expected useful lives as follows 
freehold buildings and improvements – 550 years
leasehold buildings and improvements –  lower of unexpired lease term or expected 
life with a maximum of 35 years
plant and machinery – 510 years
fixtures fittings and equipment – 310 years
the expected useful lives of property plant and equipment are reviewed annually and revised as appropriate the review of the asset lives 
and residual values of properties takes into consideration the plans of the business and levels of expenditure incurred on an ongoing basis 
to maintain the properties in a fit and proper state for their ongoing use as hospitals and the forecast timing of disposal 104
financial statements
spire healthcare group plc annual report 2014
  
3 accounting policies continued
inventories
inventories are stated at the lower of cost and net realisable value cost means purchase price less trade discounts calculated on an 
average basis net realisable value means estimated selling price less trade discounts and less all costs to be incurred in marketing 
selling and distribution
cash and cash equivalents
cash and cash equivalents comprise cash balances and call deposits bank overdrafts that are repayable on demand and form an integral 
part of the group’s cash management are included as a component of cash and cash equivalents for the purpose only of the statement 
of cash flows
interestbearing borrowings
interestbearing borrowings are recognised initially at fair value less attributable transaction costs subsequent to initial recognition  
interestbearing borrowings are stated at amortised cost on an effective interest basis
borrowing costs
borrowing costs that are directly attributable to the acquisition and construction of qualifying assets which are assets that necessarily 
take a substantial period of time to get ready for their intended use or sale are added to the cost of those assets until such time as the 
assets are substantially ready for their intended use or sale
all other borrowing costs are recognised as an expense in the period in which they are incurred
pensions
the group operates the spire healthcare pension a defined contribution scheme the assets of the scheme are held separately from those 
of the group in independently administered funds
obligations for contributions to defined contribution pension schemes are recognised as an expense in the income statement as incurred
other employee benefits
shortterm employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided a 
provision is recognised for the amount expected to be paid under shortterm cash bonuses if the group has a present legal or constructive 
obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably
sharebased payments
the group operates a number of equitysettled sharebased payment schemes under which the group receives services from employees 
as consideration for equity instruments options of the group the fair value of the employee services received in exchange for the grant 
of the options is recognised as an expense where the share awards have nonmarket related performance criteria the group has used 
the black scholes valuation model to establish the relevant fair values where the share awards have total shareholder return ‘tsr’ market 
related performance criteria the group has used the monte carlo simulation valuation model to establish the relevant fair values see note 28 
the resulting fair values are recognised in the income statement over the vesting period of the options
at the end of each year the group revises its estimates of the number of options that are expected to vest based on the nonmarket conditions 
and recognises the impact of the revision to original estimates if any in the income statement with a corresponding adjustment to equity
the social security contributions payable in connection with the grant of the share options is considered to be an integral part of the grant 
itself and the charge will be treated as a cashsettled transaction
provisions
a provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a past event and 
it is probable that an outflow of economic benefits will be required to settle the obligation if the effect is material provisions are determined 
by discounting the expected risk adjusted future cash flows at a pretax riskfree rate
leases
leasing arrangements which transfer to the group substantially all the risks and rewards of ownership of an asset are treated as if the asset 
had been purchased outright the assets are included in tangible assets and depreciated over their estimated economic lives or over the term 
of the lease whichever is the shorter
the capital element of the leasing commitments is included in liabilities as obligations under finance leases the lease rentals are treated 
as consisting of capital and interest elements the capital element is applied to reduce the outstanding obligation and the interest element 
is charged to the income statement in proportion to the capital element outstanding
operating lease payments are recognised as an expense on a straightline basis over the lease term
notes to the financial statements 
continued 105
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
3 accounting policies continued
taxation including deferred taxation
total income tax on the result for the year comprises current and deferred tax income tax is recognised in the income statement except 
to the extent that it relates to items recognised directly in equity and other comprehensive income in which case it is recognised directly 
in equity and other comprehensive income
current tax is the expected tax payable on the taxable result for the year using tax rates enacted or substantively enacted at the balance 
sheet date and any adjustments to tax payable in respect of previous years
deferred tax is provided on all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes 
and the amounts used for taxation purposes except for 
• goodwill not deductible for tax purposes
• the initial recognition of an asset or liability in a transaction that is not a business combination and which at the time of the transaction 
affects neither the accounting profit nor the taxable profit or loss and
• investments in subsidiary companies where the timing of the reversal of the temporary difference is controlled by the group and 
it is probable that the temporary difference will not reverse in the foreseeable future
the amount of deferred tax recognised is based on the expected manner of realisation or settlement of the carrying amounts of assets 
and liabilities using tax rates enacted or substantively enacted at the balance sheet date a deferred tax asset is only recognised to the 
extent that it is probable that future taxable profits will be available against which the asset can be used
derivative financial instruments
the group may enter into derivative financial instrument arrangements to manage its exposure to interest rate risk 
derivatives are initially recognised at fair value at the date a derivative contract is entered into and subsequently remeasured to their  
fair value at each balance sheet date
the group applies cash flow hedge accounting to such derivatives if the criteria for doing so are met
the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are deferred in 
other comprehensive income the gain or loss relating to the ineffective portion is recognised immediately in the income statement
amounts deferred in equity are recycled in the income statement in the periods when the hedged item is recognised in the same 
line of the income statement as the recognised hedged item
hedge accounting is discontinued when the group revokes the hedging relationship the hedging instrument expires or is sold terminated 
or exercised or no longer qualifies for hedge accounting any cumulative gain or loss deferred in equity at that time remains in other 
comprehensive income and is recognised when the forecast transaction is ultimately recognised in the income statement when a forecast 
transaction is no longer expected to occur the cumulative gain or loss that was deferred in equity is recognised immediately in profit or loss
share capital
ordinary shares are classified as equity incremental costs directly attributable to the issue of new shares are deducted from share premium 
where the employee benefit trust purchases the company’s equity share capital treasury shares the consideration paid including any 
directly attributable incremental costs is deducted from equity attributable to the company’s equity holders in both the company and 
the consolidated balance sheet until the shares are cancelled or reissued
dividend distribution
dividend distribution to the company’s shareholders is recognised as a liability in the group’s financial statements in the period in which 
the dividends are approved by the company’s shareholders interim dividends are recognised when paid
new and amended standards and interpretations 
the following new and amended ifrs and ifric interpretations that are applicable to the group and are effective from 1 january 2014 
and have been applied to these financial statements
• ifrs 10 consolidated financial statements
• ifrs 11 joint arrangements
• ifrs 12 disclosure of interests in other entities
• ias 32 financial instruments presentation may 2012 annual improvements
• ias 39 novation of derivatives and continuation of hedge accounting – amendments to ias 39
• ias 32 offsetting financial assets and financial liabilities – amendments to ias 32
these new and amended standards and interpretations did not have any significant effect on the financial position of the group or result in 
changes in accounting policy or any significant additional disclosure there have been other new and amended standards and interpretations 
issued or have come into effect from 1 january 2014 however they are not applicable to the group and hence not included above 106
financial statements
spire healthcare group plc annual report 2014
  
3 accounting policies continued
standards and interpretations issued but not yet applied
the standards and interpretations issued but only effective for annual periods beginning on or after 1 january 2015 or later which are 
considered applicable and may have significant impact on the group financial statements are disclosed below the group intends to adopt 
these standards if applicable when they become effective 
• ifrs 9 financial instruments – the standard introduces new requirements for classification and measurement impairment and 
hedge accounting subject to endorsement for use in the european union ifrs 9 is effective for annual periods beginning on or after 
1 january 2018 with earlier application permitted retrospective application is required but comparative information is not compulsory 
the impact of the standard on the group’s performance and financial position will be evaluated
• ifrs 15 revenue from contracts with customers – the standard replaces all existing ifrs standards and interpretations that currently 
govern revenue recognition under ifrs and provides a single principles based fivestep model to be applied to all contracts with 
customers it does not apply to insurance contracts to financial instruments or to lease contracts which fall within the scope of other 
ifrss the standard also requires entities to provide users of financial statements with more disclosures subject to endorsement for 
use in the european union ifrs 15 is effective for annual periods beginning on or after 1 january 2017 and is to be applied retrospectively 
with earlier application permitted the impact of the standard on the group’s performance and financial position is being evaluated
4 significant judgements and estimates
in the application of the group’s accounting policies the directors are required to make judgements and estimates about the carrying 
amounts of assets and liabilities that are not readily apparent from other sources the estimates and associated assumptions are based 
on historical experience and other factors that are considered to be relevant actual results may differ from these estimates the following 
accounting policies have been identified as involving particularly complex judgements or subjective estimates
judgements
• deferred tax
deferred tax assets are recognised to the extent that it is probable that taxable income will be available in future against which they can be 
utilised future taxable profits are estimated based on business plans which include estimates and assumptions regarding economic growth 
interest inflation rates and taxation rates
the group owns a portfolio of freehold and leasehold property interests the group has recognised a deferred tax liability in its financial 
statements in respect of capital gains tax and other taxes based on the assumption that a proportion of the freehold properties will be 
disposed of in future years with the remaining properties being realised through use this calculation requires judgement about the timing 
and number of the related property disposals which is potentially impacted by changes to plans made by the business over time and in 
particular changes in business plans in respect of the holding or disposing of properties
• leases
in the determination of the classification of a number of leases over hospital properties as operating leases assumptions have been made 
about the discount rate applied to the annual rent payable over the remainder of the lease term and of the useful economic life of the 
hospitals further information about commitments under these leases is given in note 29
•  e x c ep t i o n a l i tem s 
judgements are required as to whether items that are material in size unusual or infrequent in nature should be disclosed as exceptional 
deciding which items meet this definition requires the group to exercise its judgement details of these items categorised as exceptional 
are outlined in note 8
estimates
• estimation of useful lives and residual values
property plant and equipment are depreciated over their useful lives taking into account residual values where appropriate the actual lives 
of the assets and residual values are assessed annually and may vary depending on a number of factors in reassessing asset lives factors 
such as technological innovation product life cycles and maintenance programmes are taken into account residual value assessments 
consider issues such as future market conditions the remaining lives of the assets and projected disposal values the estimated useful 
lives of property plant and equipment are set out in note 3
• goodwill
goodwill is considered for impairment at least annually or more frequently if there is an indication that goodwill may be impaired this 
is achieved by comparing the valueinuse of the goodwill with its carrying value in the accounts the valueinuse calculations require 
the group to estimate future cash flows expected to arise in the future taking into account market conditions the present value of these 
cash flows is determined using an appropriate discount rate
the assumptions considered to be most critical in reviewing goodwill for impairment are contained in note 16 
• sharebased payments
at the end of each reporting period the group revises its estimates of the number of options that are expected to vest based on  
the nonmarket vesting conditions it recognises the impact of the revision to original estimates if any in the income statement 
with a corresponding adjustment to equity 
notes to the financial statements
continued 107
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
5 operating profit
operating profit has been arrived at after charging
£ million 2014 2013
rent of land and buildings under operating leases 607 549
depreciation of property plant and equipment 451 430
impairment of intangible assets 10 –
staff costs see note 7 2831 2109
6 segmental reporting
in determining the group’s operating segment management has primarily considered the financial information in the internal reports that 
are reviewed and used by the executive management team and the board of directors in aggregate the chief operating decision maker in 
assessing performance and in determining the allocation of resources the financial information in those internal reports in respect of revenue 
and expenses has led management to conclude that the group has a single operating segment being the provision of healthcare services
all revenue is attributable to and all noncurrent assets are located in the united kingdom
revenue by wider customer payor group is shown below
£ million 2014 2013
insured 4324 4137
nhs 2459 1914
selfpay 1461 1329
other 316 265
total 8560 7645
7  staff costs
employees
the average number of fulltime equivalent persons employed by the group during the year analysed by category was as follows
no 2014 2013
clinical 3762 3650
nonclinical 3408 3294
7170 6944
the aggregate payroll costs of these persons were as follows
£ million 2014 2013
wages and salaries 2441 1809
social security costs 240 158
other pension costs 150 142
2831 2109
included in wages and salaries social security costs and sharebased payments for year ended 31 december 2014 are exceptional items 
of £389 million £58 million and £25 million respectively refer to note 8 for further details
other pension costs are in respect of the defined contribution scheme unpaid contributions at 31 december 2014 were £15 million  
2013 £13 million 108
financial statements
spire healthcare group plc annual report 2014
  
8 exceptional items
£ million 2014 2013
initial public offering ‘ipo’ related
costs incurred in relation to the ipo 436 –
sharebased payment directors’ share bonus award note 28 25 –
461 –
nonipo related
business reorganisation and hospital set up costs 39 30
corporate restructuring and financing costs – 35
regulatory costs 40 50
79 115
total exceptional costs 540 115
ipo related
in july 2014 the group was listed on the london stock exchange the costs charged to the income statement relate to costs incurred  
as a result of the listing but not directly related to the issues of new shares these costs include such items as ipo bonuses marketing 
expenditure professional and other services these costs were largely tax deductible a deferred tax asset was recognised in relation 
to the sharebased payments
nonipo related
in the year ended 31 december 2014 reorganisation and set up costs were mainly associated with the costs of acquisition of st anthony’s 
hospital which as a material acquisition in the current year has been treated as exceptional regulatory costs include costs relating to the 
competition and markets authority ‘cma’ enquiry and £33 million of estimated liabilities payable to third parties arising from uninsured 
or partly uninsured claims for damages in respect of the supply of medical products and other legal claims made in respect of services 
previously supplied to patients these costs were largely tax deductible except for the costs of acquisition of st anthony’s hospital
in the year ended 31 december 2013 reorganisation and set up costs were mainly associated with the dual running it costs and an onerous 
lease corporate restructuring and refinancing costs related to advisers’ fees associated with the sale of twelve property owning companies 
on 17 january 2013 subject to leases ‘2013 freehold sale’ and other refinancing activity regulatory costs mainly comprised the costs of 
the cma enquiry
9 profit on disposal of property  plant and equipment
on 15 august 2014 the group completed the disposal of the assets of spire fertility disposal limited formerly london fertility centre 
limited for a consideration of £30 million the assets had a net book value at the disposal date of £38 million
on 11 march 2014 the group completed the sale of a long leasehold interest in the land and buildings of the spire washington hospital 
washington tyne and wear for a consideration of £323 million the property and associated plant and equipment had a net book value 
at the disposal date of £123 million
for the year ended 31 december 2013 the profit on disposal included that arising on the 2013 freehold sale on 17 january 2013 
total consideration received was £7040 million and the net cash proceeds of the transaction were used to repay bank borrowings 
and interest rate swaps
10 interest income
£ million 2014 2013
interest income on bank deposits 03 04
notes to the financial statements
continued 109
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
11 finance costs
£ million 2014 2013
interest on loans from former ultimate parent undertakings and management 548 907
interest on bank facilities 269 566
finance charges payable under finance leases 76 75
change in fair value of interest rate derivatives 28 01
865 1547
finance costs capitalised in the year 06 08
859 1539
exceptional finance costs – 422
total finance costs 859 1961
finance costs capitalised during the year were calculated based on a weighted cost of borrowing of 8 2013 8
exceptional finance costs
in the year ended 31 december 2013 following the extension of the group’s bank loan facilities and reflecting the group’s revised strategy 
for future refinancing it was determined that the remaining interest rate swap contracts no longer met the criteria for hedge accounting 
and therefore the noncash fair value of swap losses of £688 million previously accumulated in the hedging reserve were recycled to the 
income statement
other items arising in the year ended 31 december 2013 include a credit related to the partial waiver of bank debt and interest rate swap 
liabilities on settlement net of the unamortised debt costs this resulted in a total net credit of £266 million
12 auditor’s remuneration
during the year the group including its subsidiaries obtained the following services from the group’s external auditors as detailed below
£ million 2014 2013
amounts receivable by auditor and their associates in respect of
audit of the company’s annual financial statements 03 –
audit of the company’s subsidiaries 02 04
other assurance services ipo related services 05 –
other services – 01
10 05
 other services relates to financial and accounting advice
13 tax on loss 
i analysis of tax credit in the year
£ million 2014 2013
current tax
uk corporation tax arising in subsidiaries on loss for the year – –
adjustments in respect of prior years 07 74
total current tax 07 74
deferred tax
released on disposal of property – 1023
origination and reversal of other temporary differences 119 134
change in tax rates – 155
adjustments in respect of prior years 18 17
total excluding deferred tax on recycling of ineffective hedges 137 1329
recycling of deferred tax relating to ineffective hedges – 138
total deferred tax 137 1467
tax on loss 130 1541
corporation tax is calculated at 215 2013 2325 of the estimated taxable profit or loss for the year 110
financial statements
spire healthcare group plc annual report 2014
  
13 tax on loss continued
ii factors affecting the tax credit
the effective tax assessed for the year all of which arises in the uk differs from the standard weighted rate of corporation tax in the uk 
the differences are explained below
£ million 2014 2013
weighted rate of corporation tax 215 2325
loss before taxation 70 519
tax credit on loss at weighted rate of corporation tax 15 121
effects of
deferred tax released on disposal of property – 1308
expenses not deductible for tax purposes 104 201
deferred tax credit on property assets 37 122
nontaxable profit on disposal of property plant and equipment 33 108
movements on deferred tax asset previously not recognised 137 –
difference in tax rates – 23
adjustments to prior years 11 91
other items 01 15
total tax credit for the year 130 1541
as at 31 december 2014 subsidiary undertakings of the group have the following to offset against future trading profits
• unused capital allowances of £2776 million 31 december 2013 £2376 million and 
• unutilised losses totalling £1555 million 2013 £1172 million
with effect from admission the group was restructured this allows the recognition for deferred tax of previously unrecognised losses 
and results in the overall tax credit for the year 
the amounts described above relating to unused capital allowances and carried forward losses include amounts recognised as deferred tax assets
14 earnings per share
basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number 
of ordinary shares for year ended 31 december 2014 the calculation is based on the 401081391 shares that were in issue on admission on 
23 july 2014 for shares prior to the admission date as a proxy the calculation is based on the 250000000 shares that were issued to cinven 
the former ultimate parent undertaking of the group and current and former management on admission on 23 july 2014 in exchange for 
the liabilities to the former ultimate shareholders and management 
for year ended 31 december 2013 the calculation is based on the 250000000 shares mentioned above 
£ million 2014 2013
profit for the year attributable to owners of the parent 60 1022
weighted average number of ordinary shares in issue 317055302 250000000
basic earnings per share in pence per share 19 409
for dilutive earnings per share the weighted average number of ordinary shares in issue is adjusted to include all dilutive potential ordinary 
shares arising from share options
£ million 2014 2013
profit for the year attributable to owners of the parent 60 1022
weighted average number of ordinary shares in issue 317055302 250000000
adjustment for weighted average number of contingently issuable shares 875653 –
317930955 250000000
diluted earnings per share in pence per share 19 409
notes to the financial statements
continued 111
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
14 earnings per share continued
proforma adjusted earnings per share
proforma adjusted earnings per share is calculated by dividing the proforma adjusted profit after taxation for the year by the number of 
ordinary shares in issue on admission on 23 july 2014 there have been no changes to the number of ordinary shares in issue since admission 
to the london stock exchange
£ million
loss before taxation 70
adjustments
exceptional items – ipo 461
exceptional items – other 79
profit on disposal of property plant and equipment
1
185
financing adjustments
finance costs shareholder loans
2
548
finance costs bank loans
3
104
proforma profit before taxation 937
taxation
4
202
proforma profit after taxation 735
number of ordinary shares in issue on admission 401081391
proforma basic earnings per share pence 183
number of ordinary shares in issue on admission weighted average
5
401957044
proforma diluted earnings per share pence 183
1 profit on disposal of spire washington hospital net of the loss arising on the disposal of trade and assets of the fertility business
2 removes finance costs in the year relating to shareholder loans capitalised on admission
3 reduces bank finance costs revised costs calculated as if the bank refinancing had occurred on 1 january 2014 and the new loan facility had been entered into on that date
4 taxation is calculated at the statutory rate of 2150 of the proforma profit before taxation before taking account of available tax losses
5 dilution relates to weighted average number of share options awarded in the period
15 business combination
on 22 may 2014 the group acquired st anthony’s hospital for a total consideration of £385 million st anthony’s hospital is a 92bed private 
hospital based in cheam surrey this acquisition supports the group’s strategy of increasing its presence in the greater london region 
the fair values of the identifiable assets and liabilities as at the acquisition date are set out below accounting standards permit up to 
12 months for provisional acquisition accounting to be finalised following the acquisition date if any subsequent information provides 
better evidence of the item’s fair value at the date of acquisition
fair value of identifiable assets and liabilities acquired
£ million
property and equipment 305
inventory 12
trade and other receivables 27
trade and other payables 06
deferred tax liability 19
fair value of net assets acquired 319
goodwill 66
net assets acquired 385
cash consideration 385
total consideration 385 112
financial statements
spire healthcare group plc annual report 2014
15 business combination continued
the total consideration of £385 million comprised of the following
• a cash payment of £380 million which was made in may 2014 and
• a deferred consideration contingent upon the working capital of the business on completion date this amount was determined 
to be £05 million by the parties involved in august 2014 and the amount was settled at that time
goodwill arises on the acquisition primarily because of the geographical location of the established hospital procurement and other 
synergies relationships with consultants and other clinical personnel as well as deferred tax liability recognition on the property 
st anthony’s hospital contributed revenue of £192 million and an operating profit of £01 million in the period from the date of acquisition 
to the balance sheet date
if the acquisition had taken place on 1 january 2014 the first day of the financial year revenue would have been £312 million management is 
not disclosing the profit or loss of the combined entity for the current reporting year due to impracticability as this disclosure could potentially 
be misleading and does not reflect the actual results that would have arisen if the hospital had been trading under the ownership of the spire 
group st anthony’s hospital was previously a notforprofit organisation 
acquisition costs of £20 million have been expensed in the income statement
16 intangible assets
£ million goodwill
cost
at 1 january 2013 5162
additions in the year –
at 1 january 2014 5162
additions in the year 66
disposal in the year 27
at 31 december 2014 5201
 
impairment
at 1 january 2013 04
charge for the year 09
at 1 january 2014 13
charge for the year 10
disposal in the year 13
at 31 december 2014 10
 
net book value
at 31 december 2014 5191
at 31 december 2013 5149
the goodwill arising on acquisitions is reviewed annually for impairment or when there is an event that may indicate impairment in the year 
the group’s goodwill in relation to an investment in a medical practice of £10 million was impaired following a cma final order whereby 
consultants are allowed to practise wherever they wish the prior year’s impairment of £09 million relates to spire fertility disposal limited 
formerly london fertility centre limited a business disposed of by the group during the year the directors do not believe that any further 
impairment is required in the financial period
impairment testing 
goodwill arose principally from separate acquisitions of two hospital businesses
• £4225 million from the acquisition of hospitals from bupa in 2007 and
• £826 million on the acquisition of the classic hospitals group in 2008
the balance of £140 million arose on subsequent acquisitions
the recoverable amount of goodwill is calculated by reference to its estimated value in use
in order to estimate the valueinuse management have used trading projections covering the four year period to december 2018 
which were extended to cover the five year period to december 2019
notes to the financial statements
continued 113
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
16 intangible assets continued
management identified a number of key assumptions relevant to the valueinuse calculations being revenue growth which is impacted by an 
interaction of a number of elements of the operating model including pricing trends volume growth and the mix and complexity of discharges 
assumptions regarding cost inflation and discount rates these variables are interdependent and the forecast cash flows reflect management’s 
expectations based on current market trends revenue growth is projected to be in line with past experience and expectations of future 
performance averaging 59 for the five year period 2013 65 cost assumptions are consistent with the group’s historic track record 
after taking account of headline inflation at 33 2013 33
a longterm growth rate of 225 2013 225 has been applied to cash flows beyond 2019 which is based on historic growth rates achieved 
by the sector which have typically exceeded rpi pretax discount rates were based on the capital asset pricing model utilising a sector specific 
beta in arriving at the equity premium and cost of debt based on current bank lending rates a specific pretax discount rate was calculated 
to reflect the profile of cash flows inherent to that specific cashgenerating unit and this was 102 2013 102
the recoverable amount from acquisitions is calculated based on cash flow forecasts that reflect the assumptions stated above a sensitivity 
analysis has been performed in order to review the impact of changes in key assumptions for example an increase of 3 in the pretax 
discount rate to 132 with all other assumptions held constant did not identify any impairments similarly zero growth in the period beyond 
2019 with all other assumptions held constant or combined with a 1 increase in the pretax discount rate did not identify any impairments
as at the balance sheet date it is not considered to be reasonably possible that circumstances will change so that the key assumptions made 
in assessing the recoverable amount relating to each of the acquisitions will be revised to the point where the goodwill is considered impaired
17  property  plant and equipment
£ million freehold property
long leasehold
property equipment
assets in the
course of
construction total
cost
at 1 january 2013 11785 2921 2203 – 16909
additions 01 111 371 62 545
disposals 6108 1167 230 – 7505
at 1 january 2014 5678 1865 2344 62 9949
additions 231 102 325 14 672
additions on business combination 271 – 34 – 305
disposals 02 174 73 – 249
transfers 61 – 01 62 –
at 31 december 2014 6239 1793 2631 14 10677
 
depreciation
at 1 january 2013 1198 313 768 – 2279
charge for the year 127 47 256 – 430
disposals 640 74 185 – 899
at 1 january 2014 685 286 839 – 1810
charge for the year 156 94 201 – 451
disposals 02 38 63 – 103
at 31 december 2014 839 342 977 – 2158
 
net book value
at 31 december 2014 5400 1451 1654 14 8519
at 31 december 2013 4993 1579 1505 62 8139
on 17 january 2013 twelve hospital properties with a net book value of £6610 million were disposed of as a result of the 2013 freehold sale 
on 11 march 2014 the long leasehold interest in the spire washington hospital with a net book value of £123 million was disposed of
as at 31 december 2014 included in the net book value of property plant and equipment above is £290 million 2013 £325 million 
relating to assets held under finance leases on which there was a depreciation charge of £15 million in the year 2013 £12 million 114
financial statements
spire healthcare group plc annual report 2014
  
18 subsidiary undertakings
the group comprises a large number of companies most of which are incorporated in and whose operations are conducted in the united 
kingdom it is not practical to include all of them in a list in this report therefore the group discloses below only those companies that have 
a more significant impact on the profit or assets of the group a full list of group companies will be included in the company’s annual return 
to the registrar of companies these companies are whollyowned unless otherwise stated
incorporated and registered in the uk principal activity class of share 
spire healthcare finance limited holding company ordinary 
spire healthcare group uk limited holding company ordinary
spire uk holdco 2a limited holding company ordinary 
spire uk holdco 4 limited holding company ordinary 
spire healthcare holdings 1 formerly spire uk holdco 6 holding company ordinary 
spire healthcare holdings 2 limited formerly spire uk finance limited holding company ordinary 
spire healthcare holdings 3 limited formerly spire healthcare group limited holding company ordinary 
spire healthcare holdings limited holding company ordinary 
shc holdings limited  holding company ordinary 
spire healthcare limited health provision ordinary 
spire healthcare properties limited hospital leasing ordinary 
fox healthcare holdco 1 limited holding company ordinary 
fox healthcare holdco 2 limited holding company ordinary 
fox healthcare acquisitions limited holding company ordinary 
classic hospitals group limited  holding company ordinary 
classic hospitals property limited  property company ordinary 
classic hospitals limited  health provision ordinary 
gx holdco limited holding company ordinary 
lifescan limited health provision ordinary 
spire fertility disposal limited formerly london fertility centre limited  nontrading company  ordinary 
montefiore house limited
† health provision ordinary 
medicainsure limited holding company ordinary 
the richard villar practice limited health provision ordinary 
spire thames valley hospital limited health provision ordinary 
spire thames valley hospital propco limited property company ordinary 
spire links 2 limited holding company ordinary 
spire property 1 limited property company ordinary 
spire property 4 limited property company ordinary 
spire property 5 limited property company ordinary 
spire property 6 limited property company ordinary 
spire property 9 limited property company ordinary 
spire property 13 limited property company ordinary 
spire property 16 limited property company ordinary 
spire property 17 limited property company ordinary 
spire property 18 limited property company ordinary 
spire property 19 limited property company ordinary 
spire property 23 limited property company ordinary 
   direct shareholding of the company
†  ownership interest is 501
notes to the financial statements
continued 115
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
19 inventories
£ million 2014 2013
prostheses drugs medical and other consumables 260 262
cost of sales for the year ended 31 december 2014 includes inventories recognised as an expense amounting to £1600 million  
2013 £1341 million
20 trade and other receivables
£ million 2014 2013
amounts falling due within one year 
trade receivables 1080 879
other receivables 40 209
prepayments 279 224
1399 1312
trade receivables comprise amounts due from private medical insurers the nhs patients and consultants and other third parties who use 
the group’s facilities invoices to customers fall due within 60 days of the date of issue some of the agreements with nhs customers operate 
on the basis of monthly payments on account with quarterly reconciliations which can lead to invoices being paid after their due date 
the ageing of trade receivables is shown below and shows amounts that are past due at the reporting date a provision for doubtful 
receivables has been recognised at the reporting date through consideration of the ageing profile of the group’s receivables and the 
perceived credit quality of its customers the carrying amount of trade receivables is considered to be an approximation to its fair value
the ageing of trade receivables at the reporting date was
£ million 2014 2013
not past due and not impaired 620 551
past due 0–30 days not impaired 201 172
past due 31–90 days not impaired 131 118
more than 3 months not impaired 128 38
total 1080 879
trade receivables comprise the following wider customerpayor groups
£ million 2014 2013
private medical insurers 480 393
nhs 499 375
patient debt 10 08
other 91 103
total 1080 879
the movement in the allowance for impairment in respect of trade receivables during the year was as follows
£ million 2014 2013
at 1 january 50 35
provided in the year 24 34
utilised during the year 15 19
at 31 december 59 50 116
financial statements
spire healthcare group plc annual report 2014
  
21 cash and cash equivalents
£ million 2014 2013
cash at bank 654 339
shortterm investments 91 776
745 1115
shortterm investments are money market deposits
22 borrowings
£ million 2014 2013
unsecured borrowings
amount due to former ultimate parent undertaking and management – 8465
 
secured borrowings
bank loans 4222 7027
obligations under finance leases 766 797
4988 7824
the bank loans are secured on fixed and floating charges over both the present and future assets of material subsidiaries of the group
total borrowings measured at amortised cost
£ million 2014 2013
amount due for settlement within 12 months 53 7468
amount due for settlement after 12 months 4935 8821
4988 16289
obligations under finance leases
the group has finance leases in respect of three hospital properties and medical equipment future minimum lease payments under finance 
leases are as follows
2014 2013
£ million
minimum
payments
present
value of
payments
minimum
payments
present
value of
payments
within one year 73 41 77 49
after one year but not more than five years  291 135 319 171
more than five years  1742 590 1814 577
total minimum lease payments 2106 766 2210 797
less amounts representing finance charges  1340 – 1413 – 
present value of minimum lease payments 766 766 797 797
property leases with a present value liability of £751 million 2013 £749 million expire in 2040 and carry an implicit interest rate of 91 
2013 91
notes to the financial statements
continued 117
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
22 borrowings continued 
terms and debt repayment schedule
the maturity date is the date on which the relevant bank loans are due to be fully repaid as at the balance sheet date
the carrying amounts drawn after issue costs and including interest accrued under facilities in place at the balance sheet date were 
as follows
£ million maturity margin over libor 2014 2013
senior finance facility a
july 2019 225 4222 –
term loan – operating companies b
june 2015 175 – 30 – 1045
term loan – operating companies b
 june 2015 30 – 801
capex loan – operating companies b
june 2015 175 – 500
term loan – property companies b
june 2015 125 – 235 – 4214
pik loan – property companies b june 2015 705 – 467
4222 7027
revolving credit facility undrawn committed facility 1000 285
a    on admission on 23 july 2014 the group was refinanced and it entered into a new bank loan facility with a syndicate of banks 
comprising a 5 year £4250 million term loan and a 5 year £1000 million revolving facility the proceeds of these facilities together with 
existing funds of the group have been used in the full repayment of the existing bank debt and interest rate swap liabilities the new 
loans are nonamortising and carry interest at an initial margin of 225 over libor on the same date the amounts due to the former 
ultimate parent undertakings and management were capitalised in exchange for the issue of ordinary shares
b    on 17 january 2013 following a partial refinancing of the spire group under the 2013 freehold sale term loans with a total value 
of £6064 million were either repaid or waived
      on 18 december 2013 one of the spire operating groups was refinanced following which all of the liabilities outstanding under 
its bank facilities were repaid 
the carrying amounts drawn after issue costs and including interest accrued under facilities in place at the previous balance sheet date 
were as follows
£ million maturity 2014 2013
former ultimate parent undertaking august 2037 – 7076
former ultimate parent undertaking march 2038 – 1389
– 8465
the principal amounts drawn under these facilities were partially settled on admission via the issuance and exchange of the company’s 
new ordinary shares these loans were unsecured and interest bearing at 12 per annum
23 provisions
£ million 2014 2013
at beginning of year 32 36
acquired on acquisition of subsidiary undertaking 07 –
charge for the year 35 –
utilised during the year 12 04
at end of year 62 32
provisions relate to onerous tenancy contracts end of life dilapidations under leases commitments to patients in respect of the removal 
or replacement of the pip brand of breast implants and estimated liabilities arising from claims for damages in respect of services previously 
supplied to patients
provisions as at 31 december 2014 are expected to be utilised within 3 years 118
financial statements
spire healthcare group plc annual report 2014
  
24 deferred taxation
deferred tax liabilitiesassets are analysed as follows
£ million 2014 2013
temporary differences on
property plant and equipment 917 999
derivative financial instruments  – 149
losses and other items 436 247
481 603
presented as 
deferred tax asset – 171
deferred tax liability 481 774
481 603
deferred tax on property plant and equipment has arisen on differences between the carrying value of the relevant assets and the tax base 
other deferred tax items relate to temporary differences on nonspecific provisions and expense accruals deferred tax assets and liabilities 
are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability settled based on tax rates 
that have been enacted or substantively enacted at the balance sheet date
the group has unrecognised deferred tax assets as at 31 december 2014 of £114 million comprising £19 million of trading losses and 
£95 million of capital losses 2013 £17 1 million comprising £14 million of trading losses and £157 million of capital losses a deferred 
tax asset has not been recognised in respect of these amounts due to uncertainties as to the timing of future profits that the trading 
losses could be set against and whether capital gains will arise against which the capital losses could be utilised
the movement for the year in the net deferred tax liability is as follows
£ million
property 
plant and
equipment
derivative
financial
instruments
losses 
and other total
at 1 january 2013 2508 546 141 1821
recognised in profit or loss 1509 148 106 1467
recognised in other comprehensive income – 249 – 249
at 1 january 2014 999 149 247 603
recognised in profit or loss 101 149 185 137
additions on business combination 19 – – 19
recognised in equity – – 04 04
at 31 december 2014 917 – 436 481
25 derivative financial instruments
£ million 2014 2013
amounts arising within 12 months – 221
amounts arising after 12 months – 524
– 745
on 23 july 2014 interest rate swap liabilities with a value of £592 million were repaid and the related instruments were terminated 
further information regarding the interest rate swap contracts is contained in note 32
26 trade and other payables
£ million 2014 2013
trade payables 508 380
other payables 48 96
corporation tax 07 –
other taxation and social security 61 52
accruals 359 342
983 870
notes to the financial statements
continued 119
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
27  share capital and reserves
share capital of spire healthcare group plc
2014
£001 ordinary shares £1 redeemable preference shares
shares £’000 shares £’000
issued and fully paid
at date of incorporation a 100 – 49999 50
acquisition of a subsidiary undertaking b 1 – – –
on capitalisation of loans
– shareholder loans c 248699063 2487 – –
– managers’ loan notes c 1300836 13 – –
new shares issued
directors’ and managers’ accrued incentive payments d 1036156 10 – –
subscribed for by nonexecutive directors e 45235 – – –
new shares f 150000000 1500 – –
redemption a – – 49999 50
at 31 december 2014 401081391 4010 – –
group reorganisation
a    on 12 june 2014 the company issued 100 ordinary shares of £001 each to the initial shareholder spire healthcare limited partnership
      on 12 june 2014 the company issued 49999 nonvoting redeemable preference shares of £1 each to spire healthcare limited partnership 
these shares were subsequently redeemed on 23 july 2014
b    on 23 july 2014 the company acquired the entire issued share capital of spire healthcare group uk limited in exchange for the issue 
of 1 new ordinary share of £001 to spire healthcare limited partnership
c    the company subsequently reorganised its share capital on 23 july 2014 the company issued 248699063 ordinary shares and 
1300836 ordinary shares of £001 each at a premium of £209 per share to rozier sà rl in exchange for settlement of the former 
ultimate parent loan notes and to the management team in exchange for settlement of the management loan notes respectively
d    on 23 july 2014 the company issued 1036156 ordinary £001 shares at a premium of £209 each to members of the executive 
management team and a director simon gordon in order to reflect their contribution to the past performance of the group and 
to the group achieving admission ‘accrued incentive payments’
e    on 23 july 2014 the company issued 45235 ordinary £001 shares at a premium of £209 each to certain nonexecutive directors 
namely john gildersleeve tony bourne dame janet husband and robert lerwill
f    on admission on 23 july 2014 the company issued 150000000 new ordinary shares generating cash proceeds of £3069 million 
net of costs
capital reserves
this reserve represents the loans of £3761 million due to the former ultimate parent undertaking and management that were forgiven 
by those counterparties as part of the reorganisation of the group prior to the listing in 2014 120
financial statements
spire healthcare group plc annual report 2014
  
28 sharebased payments
the group operates a number of sharebased payment schemes for executive directors and other employees all of which are equity settled 
the group has no legal or constructive obligation to repurchase or settle any of the options in cash the total cost recognised in the income 
statement was £28 million in the year ended 31 december 2014 2013 £nil employer’s ni is being accrued where applicable at the rate of 
138 which management expects to be the prevailing rate at the time the options are exercised based on the share price at the reporting 
date the total ni charge for the year was £09 million 2013 £nil
the following table analyses the total cost between each of the relevant schemes together with the number of options outstanding
2014
£ million charge £m
number of
options
thousands
directors’ share bonus award 25 1671
long term incentive plan 03 1063
deferred bonus plan – –
28 2734
 disclosed as an exceptional item – see note 8
a summary of the main features of the scheme is shown below 
directors’ share bonus award
at the time of the ipo on 23 july 2014 the company granted nil cost share options to executive directors to reflect their contribution prior 
to admission the maximum number of shares underlying the awards total 1671200 each award has been divided into two equal tranches 
which will become exercisable on the first and second anniversaries of admission the number of options that will vest will depend on 
conditions relating to share price on the relevant date for further details see the directors’ remuneration report on pages 74 to 88
long term incentive plan
the long term incentive plan ‘ltip’ is open to executive directors and designated senior managers and awards are made at the discretion 
of the remuneration committee awards are subject to market and nonmarket performance criteria and vest over a 24 year period
deferred bonus plan
the deferred bonus plan is a discretionary executive share bonus plan under which the remuneration committee determines that 
a proportion of a participant’s annual bonus will be deferred the market value of the shares granted to any employee will be equal  
to onethird of the total annual bonus that would otherwise have been payable to the individual the awards will be granted on the  
day after the announcement of the group’s annual results the awards will normally vest over a three year period
the aggregate number of share awards outstanding for the group and their weighted average exercise price is shown below
as at 31 december 2014
directors’ share
bonus award
thousands
ltip 
tsr condition
thousands
ltip 
eps condition
thousands
deferred 
bonus plan
thousands
at 1 january – – – –
granted 1671 531 531 –
at 31 december 1671 531 531 –
grant date 23072014 30092014 30092014 na
vesting date
immediately
upon grant 31122016 31122016 –
expiry date  23072024 30092024 30092024 –
 divided into two equal tranches
notes to the financial statements
continued 121
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
28 sharebased payments continued
the following information is relevant to the determination of the fair value of the awards granted during the year under the schemes
directors’ share
bonus award
ltip 
tsr condition
ltip 
eps condition
deferred 
bonus plan
option pricing model
modified
blackscholes monte carlo
fair value at
grant date na
weighted average share price at grant date 21 285 285 na
exercise price £224–359 0p 0p na
weighted average contractual life 1–2 years 24 years 24 years na
expected dividend yield 16 na na na
riskfree interest rate 05–10 11 na na
volatility 26 26 na na
the expected volatility is based on the historical volatility of the company and a comparator group of other international 
healthcare companies 
29 commitments
a operating leases
the group had future minimum lease payments under noncancellable operating leases as set out below
2014 2013
£ million
land and 
buildings other
land and 
buildings other
not later than one year 619 07 563 – 
later than one year and not later than five years  2440 14 2297 07
later than five years  13530 – 13409 22
16589 21 16269 29
on 17 january 2013 the group sold twelve of its propertyowning companies to a consortium of investors comprising malaysia’s employees 
provident fund epf affiliated funds of ochziff capital management group and moor park capital this sale involved varying the terms 
of lease agreements which until that date had been in place between these propertyowning companies and other operating companies 
in the group 
as a result of the sale the group has longterm institutional lease arrangements up to december 2042 subject to renewal or extension 
with the landlord for each of the 12 properties the leases include key terms such as annual rental covenants and minimum levels of capital 
expenditure invested by the group rent is indexed annually in line with rpi subject to a floor of 00 and a cap of 50 the capital 
expenditure covenants measured on an average basis over each fiveyear period during the term of the leases require the group to incur 
in total £50 million of maintenance capital expenditure and £30 million of additional capital expenditure on the portfolio of 12 hospitals 
each year such being subject to indexation in line with rpi
b consignment stock
at 31 december 2014 the group held consignment stock on sale or return of £193 million 31 december 2013 £17 6 million
c capital expenditure commitments
capital commitments comprise amounts payable under capital contracts which are duly authorised and in progress at the balance sheet date 
they include the full cost of goods and services to be provided under the contracts through to completion the group has rights within its 
contracts to terminate at short notice and therefore cancellation payments are minimal
capital commitments at the end of the year were as follows
£ million 2014 2013
contracted but not provided for 64 250 122
financial statements
spire healthcare group plc annual report 2014
  
30 contingent liabilities
the group had the following guarantees at 31 december 2014
• spire healthcare limited a subsidiary undertaking of the group has entered into an authorised guarantee agreement aga with regard to 
the premises of the former customer contact centre at victoria harbour city manchester under the aga spire healthcare limited will act 
as a guarantor to the new tenants until the end of the lease term january 2016 the maximum contingent liability at the balance sheet date 
was £08 million 2013 £13 million
• the bankers to spire healthcare limited have issued a letter of credit in the maximum amount of £15 million 2013 £15 million in relation 
to contractual pension obligations and statutory insurance cover in respect of the group’s potential liability to claims made by employees 
under the employers’ liability compulsory insurance act 1969
• under certain lease agreements entered into on 26 january 2010 the group has given undertakings relating to obligations in the lease 
documentation and the assets of the group are subject to a fixed and floating charge
31 capital management
the group’s objective is to maintain an appropriate balance of debt and equity financing to enable the group to continue as a going 
concern to continue the future development of the business and to optimise returns to shareholders and benefits to other stakeholders
the board closely manages trading capital defined as net assets plus net debt the group’s net assets at 31 december 2014 were £9600 
million 2013 £2562 million net liabilities and net debt calculated as total debt comprising obligations under finance leases and borrowings 
less cash and cash equivalents amounted to £4243 million 2013 £6709 million
principal focus of capital management revolves around working capital management and compliance with externally imposed financial 
covenants throughout the period the group complied with all covenants required by our lending group
major investment decisions are based on reviewing the expected future cash flows and all major capital expenditure requires approval 
by the board 
at the balance sheet date the group’s committed undrawn facilities and cash and cash equivalents were as follows
£ million 2014 2013
committed undrawn revolving credit facility 1000 285
cash and cash equivalents 745 1115
32 financial risk management
the group has exposure to the following risks from its use of financial instruments
• credit risk
• liquidity risk and
• market risk
this note presents information about the group’s exposure to each of the above risks the group’s objectives policies and 
processes for measuring and managing risk further quantitative disclosures are included throughout these financial statements
the directors have overall responsibility for the establishment and oversight of the group’s risk management framework
the group’s risk management policies are established to identify and analyse the risks faced by the group to set appropriate risk limits 
and controls and to monitor risks and adherence to limits
credit risk
credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual 
obligations and arises principally from the group’s receivables from customers and investment securities
• trade and other receivables
the group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer the group’s exposure to credit risk 
from trade receivables is considered to be low because of the nature of its customers and policies in place to prevent credit risk occurring
most revenues arise from insured patients’ business and the nhs insured revenues give rise to trade receivables which are mainly due 
from large insurance institutions which have high credit worthiness the remainder of revenues arise from individual selfpay patients 
and consultants
notes to the financial statements
continued 123
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
32 financial risk management continued
the group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables 
this allowance is composed of specific losses that relate to individual exposures and also a collective loss component established in respect 
of losses that have been incurred but not yet identified determined based on historical data of payment statistics
note 20 shows the ageing and customer profiles of trade receivables outstanding at the year end
• investments
the group limits its exposure to credit risk by only investing in shortterm money market deposits with large financial institutions 
which must be rated at least investment grade by key rating agencies
liquidity risk
liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due the group’s approach to managing 
liquidity is to ensure as far as possible that it will always have sufficient liquidity to meet its liabilities when due under both normal and 
stressed conditions without incurring unacceptable losses or risking damage to the group’s reputation
liquidity is managed across the group and consideration is taken of the segregation of accounts for regulatory purposes shortterm 
operational working capital requirements are met by cash in hand and overdraft facilities
typically the group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of at least 90 days 
including the servicing of financial obligations in addition to cash on demand the group has available the following lines of credit
• £100 million of revolving credit facility which was fully undrawn as at 31 december 2014
the following are the contractual maturities as at the balance sheet date of financial liabilities including interest payments and excluding 
the impact of netting arrangements
at 31 december 2014 
£ million
carrying 
amount
contractual 
cash flows
1 year 
or less 1–2 years
more than 
2 years
nonderivative financial liabilities 
secured bank facility 4222 4991 129 142 4720
obligations under finance leases  766 2106 73 73 1960
trade and other payables 545 545 545 – –
 
derivative financial liabilities 
interest rate swaps – – – – –
as at 31 december 2014 5533 7642 747 215 6680
at 31 december 2013 
£ million
carrying 
amount
contractual 
cash flows
1 year 
or less 1–2 years
more than 
2 years
nonderivative financial liabilities 
amount due to former ultimate parent undertakings 8465 9269 – – 9269
secured bank facilities 7027 7213 7213 – – 
obligations under finance leases  797 2210 77 79 2054
trade and other payables 476 476 476 – – 
 
derivative financial liabilities 
interest rate swaps 745 817 243 231 343
17510 19985 8009 310 11666
the amounts due to the former ultimate parent undertakings were repayable on the occurrence of predetermined conditions of the loans 
which were assumed to occur no later than the maturity date of the former bank facility 124
financial statements
spire healthcare group plc annual report 2014
 
32 financial risk management continued
fair value hierarchy
the group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique
level 1 quoted unadjusted prices in active markets for identical assets or liabilities
level 2 other techniques for which all inputs which have a significant effect on the recorded fair value are observable either directly 
or indirectly and
level 3 techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data
bases of valuation
as of 31 december 2014 the group did not hold financial instruments that are included in level 1 2 or 3 of the hierarchy interest rate swaps 
existing on 31 december 2013 were repaid in full on admission
the management assessed that cash and shortterm deposits trade receivables trade payables and other current liabilities approximate their 
carrying amounts largely due to the shortterm maturities of these instruments
the carrying value of the other financial instruments being finance leases and debt is approximately equal to their fair value except for 
floating rate debt which is after the deduction of £51 million 2013 £1 million of issue costs based on a review of current terms against 
market and expected short term settlements 
as at 31 december 2014 the group did not hold any financial instruments measured at fair value
during the year ended 31 december 2014 there were no transfers between the levels in the fair value hierarchy
as at 31 december 2013 the group held the following financial instruments measured at fair value
liabilities measured at fair value
£ million
value as at
31 december 2013 level 1 level 2 level 3
financial liabilities at fair value through profit or loss
interest rate swaps 745 – 745 – 
financial liabilities at fair value using hedge accounting
interest rate swaps – – – – 
745 – 745 – 
during the year ended 31 december 2013 there were no transfers between the levels in the fair value hierarchy
market risk
market risk is the risk that changes in market prices such as interest rates will affect the group’s income or the value of its holdings 
of financial instruments the objective of market risk management is to manage and control market risk exposures within acceptable 
parameters while optimising the return on risk
interest rate risk
the group is exposed to interest rate risk arising from fluctuations in market rates this affects future cash flows from money market 
investments and the cost of floating rate borrowings
from time to time the group considers the cost benefit of entering into derivative financial instruments to hedge its exposure to interest 
rate volatility based on existing variable rates current and predicted interest yield curves and the cost of associated medium term derivative 
financial instruments
interest rates on variable rate loans are determined by libor fixings on a quarterly basis interest is settled on all loans in line with agreements 
and is settled at least annually
 £ million variable fixed total undrawn facility
31 december 2014 4250 – 4250 1000
effective interest rate  280 – 280
31 december 2013 2608 4422 7030 285
effective interest rate  306 797 615
the following derivative contracts were in place at 31 december 2013
£ million interest rate maturity date notional amount carrying value
interest rate swaps 59735 august 2017 4422 745
745
notes to the financial statements
continued 125
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
32 financial risk management continued
sensitivity analysis
a change of 25 basis points in interest rates at the reporting date would have increaseddecreased equity and reported results 
by the amounts shown below this analysis assumes that all other variables remain constant
profit or loss equity
£ million 25 bp increase 25 bp decrease 25 bp increase 25 bp decrease
at 31 december 2014
variable rate instruments 03 03 03 03
interest rate swaps – – – –
sensitivity net 03 03 03 03
profit or loss equity
£ million 25 bp increase 25 bp decrease 25 bp increase 25 bp decrease
at 31 december 2013
variable rate instruments 04 04 04 04
interest rate swaps 02 02 43 43
sensitivity net 02 02 39 39
33 related party transactions
relationship agreement
on 7 july 2014 the group and cinven funds the former ultimate parent undertakings entered into the relationship agreement which upon 
admission regulates the ongoing relationship between the group and cinven funds the principal purpose of the relationship agreement is 
to ensure that the group is capable of carrying on its business independently of cinven funds that transactions and relationships with cinven 
funds including any transactions and relationships with any member of the group are at arm’s length and on normal commercial terms 
and that the goodwill reputation and commercial interests of the group are maintained
the directors believe that the terms of the relationship agreement will enable the group to carry on its business independently 
of cinven funds
trading transactions
group companies entered into the following transactions
£ million
counterparty nature of transaction 2014 2013
former parent undertakings
cinven limited monitoring fees 04 06
rozier finco limited interest payable 451 758
rozier finco 2 limited interest payable 91 149
other related party
management team of spire group interest payable 03 05
subsidiary undertakings 
montefiore house limited management services 05 03
montefiore house limited  property rentals 18 17
montefiore house limited interest receivable 10 15
   in respect of the monitoring of the performance of the group on behalf of cinven funds
     montefiore house limited ‘mhl’ is a hospital operating company which is owned 501 by the group a subsidiary company of the group provides management services to mhl leases the hospital 
property to mhl in exchange for the payment of rent by mhl and loan finance 126
financial statements
spire healthcare group plc annual report 2014
33 related party transactions continued
amounts owed toby related parties
£ million nature of relationship 2014 2013
cinven limited former parent undertakings – 01
rozier no 1a limited partnership former parent undertakings – 126
montefiore house limited  subsidiary undertaking 221 186
loans due to related parties
£ million nature of relationship 2014 2013
spire healthcare limited partnership former parent undertakings – 26
rozier finco limited former parent undertakings – 7076
rozier finco 2 limited former parent undertakings – 1389
management team other related party – 44
as part of admission the loans due to former parent undertakings and the management team were either capitalised or repaid
for year ended 31 december 2013 amounts payable to rozier finco limited rozier finco 2 limited and management carried interest 
of 12 per annum
transactions with key management personnel
key management personnel are those persons having authority and responsibility for planning directing and controlling the activities 
of the group directly or indirectly they include the board and executive management team as identified on pages 56 to 58
compensation for key management personnel is set out in the table below
£ million notes 2014 2013
shortterm employee benefits 173 15
postemployment pension  03 02
sharebased payments 28 28 –
total 204 17
included within shortterm employee benefits are ipo bonuses of £142 million
34 events after the reporting period
2014 final dividend
for 2014 the board has recommended a final dividend of 18 pence per share amounting to approximately £7 2 million to be paid 
on 30 june 2015 to shareholders on the register at the close of business on 5 june 2015
notes to the financial statements
continued 127
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
company balance sheet
as at 31 december 2014
registered number 9084066
£ million notes 2014
assets
noncurrent assets
investments c10 8300
8300
current assets
other receivables c7 78
cash and cash equivalents c6 386
464
total assets 8764
equity and liabilities
equity
share capital 27 40
share premium 8269
retained earnings 389
total equity 8698
current liabilities
trade and other payables c8 66
66
total liabilities 66
total equity and liabilities 8764
the financial statements on pages 127 to 132 were approved by the board of directors on 23 march 2015 and signed on its behalf by
rob roger
chief executive officer   
simon gordon
chief financial officer 128
financial statements
spire healthcare group plc annual report 2014
  
company statement of changes in equity
for the period ended 31 december 2014
£ million
share 
capital
share 
premium
retained 
earnings total
at date of incorporation – – – –
profit for the year – – 361 361
other comprehensive income – – 361 361
group reorganisation 25 5250 – 5275
shares issued on admission 15 3133 – 3148
transaction costs of shares issued – 114 – 114
sharebased payment – – 28 28
balance at 31 december 2014 40 8269 389 8698 129
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
company statement of cash flows
for the period ended 31 december 2014
£ million notes 2014
cash flows from operating activities
loss before taxation 02
adjustments for
interest income 01
03
movements in working capital
increase in trade and other receivables 77
increase in trade and other payables 55
net cash used in operating activities 25
 
cash flows from investing activities
additional investment in subsidiary 3022
interest received 01
dividends received 363
net cash used in investing activities 2658
 
cash flows from financing activities
proceeds from issue of share capital 3172
share issue costs 103
net cash generated from financing activities 3069
net increase in cash and cash equivalents 386
cash and cash equivalents at beginning of period –
cash and cash equivalents at end of period 386 130
financial statements
spire healthcare group plc annual report 2014
  
notes to the parent company financial statements
this section contains the notes to the company financial statements
the issued share capital is consistent with the spire healthcare group plc group financial statements 
refer to note 27 of the group financial statements
c1 basis of preparation
the financial statements have been prepared in accordance with international financial reporting standards ifrs as adopted 
by the european union
spire healthcare group limited was incorporated on 12 june 2014 and was subsequently reregistered as a public company 
on 23 june 2014 with the name spire healthcare group plc
the company applies consistent accounting policies as applied by the group to the extent that an accounting policy is relevant to both 
group and company financial statements refer to the group financial statements for disclosure of the accounting policy material policies 
that apply to the company only are included as appropriate
spire has used the exemption granted under s408 of the companies act 2006 that allows for the nondisclosure of the income statement 
of the parent company
the company did not have items to be reported as other comprehensive income therefore no statement of comprehensive income 
was prepared
the profit attributable to the company for the period ended 31 december 2014 was £361 million
these financial statements have been prepared for the period from the company’s incorporation 12 june 2014 to 31 december 2014
c2 significant accounting policies in this section
investment in subsidiaries
the company’s investments in subsidiaries are carried at cost less provisions resulting from impairment in testing for impairment the carrying 
value of the investment is compared to its recoverable amount being its fair value less costs of disposal the fair value is calculated using the 
same assumptions as noted for the testing of goodwill impairment in note 16 to the group financial statements
sharebased payments
the financial effect of awards by the company of options over its equity shares to employees of subsidiary undertakings is recognised by the 
company in its individual financial statements as an increase in its investment in subsidiaries with a credit to equity equivalent to the ifrs 2 
cost in subsidiary undertakings the subsidiary in turn will recognise the ifrs 2 cost in its income statement with a credit to equity to reflect 
the deemed capital contribution from the company
c3 key estimates and assumptions in this section
impairment testing of investments in subsidiaries
the company’s investments in subsidiaries have been tested for impairment by comparison against the underlying value of the subsidiaries’ 
assets based on fair values calculated using the same assumptions as noted for the testing of goodwill impairment in note 16 of the group 
financial statements
c4 staff costs and directors’ remuneration
the company had no employees during the period except for the directors the information on compensation for the directors is disclosed 
in note c13
c5 auditor’s remuneration
during the period the company obtained the following services from the company’s external auditors as detailed below
£ million 2014
amounts receivable by auditor and their associates in respect of
audit of the company’s annual financial statements –
other assurance services ipo related services 05
05
c6 cash and cash equivalents
£ million 2014
cash at bank 386
386
c7  other receivables
£ million 2014
amounts owed by subsidiary undertakings 78
78
the amounts owed by subsidiary undertakings bear interest at libor plus 225 the amounts are unsecured and repayable on demand 131
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
c8 trade and other payables
£ million 2014
amounts owed to subsidiary undertakings 55
accruals 11
66
the amounts owed to subsidiary undertakings bear interest at libor plus 225 the amounts are unsecured and repayable on demand
c9 financial instruments
£ million 2014
financial assets carrying amount and fair value
loans and receivables
cash and cash equivalents 386
amounts owed by subsidiary undertakings 78
464
all of the above financial assets are current and unimpaired
£ million 2014
financial liabilities carrying amount and fair value
amortised cost
accruals 11
amounts owed to subsidiary undertakings 55
66
the fair value of financial assets and liabilities approximates their carrying value
maturity analysis
all of the company’s financial liabilities have a maturity of less than one year
c10 investment in subsidiaries
£ million
subsidiary
undertakings total
net book value
at date of incorporation – – 
additions 8300 8300
at 31 december 2014 8300 8300
details of the company’s principal subsidiaries at the balance sheet date are in note 18 a full list of subsidiaries can be found on the 
annual return
during 2014 the company acquired 100 of the share capital of spire healthcare finance limited 
on 23 july 2014 the company acquired the entire issued share capital of spire healthcare group uk limited in exchange for the issue of 
1 new ordinary share of £001 to spire healthcare limited partnership subsequently the company sold the entire issued share capital of spire 
healthcare group uk limited to spire healthcare finance limited in exchange for the issue of 1 new ordinary share of £001 to the company 
on 23 july 2014 spire healthcare finance limited issued 52500000000 ordinary shares of £001 each as consideration for the assignment 
of the amounts due to former ultimate parent undertaking and management
on admission on 23 july 2014 the company subscribed to a further 30221906259 ordinary shares of £001 each in spire healthcare 
finance limited in exchange for cash of £3022 million 
a further £28 million was recognised as additions relating to spire healthcare limited for the awards of share options of the company 
to the employees of spire healthcare limited 
at the year end investments in subsidiaries were reviewed for indicators of impairment and no indicators for impairment were found
c11 contingent liabilities
lease arrangements with a consortium of investors
the company has given a guarantee to a consortium of investors comprising malaysia’s employees provident fund epf affiliated funds 
of ochziff capital management group and moor park capital in relation to the sale of twelve of the spire group’s propertyowning 
companies on 17 january 2013 with effect from 17 january 2013 the total thirdparty annual commitments of the group under these 
operating leases increased by £513 million per annum 132
financial statements
spire healthcare group plc annual report 2014
  
c11 contingent liabilities continued 
as a result of the sale the group has longterm institutional lease arrangements up to december 2042 subject to renewal or extension 
with the landlord for each of the 12 properties the leases include key terms such as annual rental covenants and minimum levels of capital 
expenditure invested by the group the capital expenditure covenants measured on an average basis over each fiveyear period during the 
term of the leases require the group to incur in total £50 million of maintenance capital expenditure and £30 million of additional capital 
expenditure on the portfolio of 12 hospitals each year such being subject to indexation in line with rpi if the minimum capital expenditure 
levels are not met the group is required to enter into a recovery plan in order to comply with the covenants but no default would be deemed 
to have occurred
the company is a party to this guarantee
lease agreements entered into by classic hospitals limited
under lease agreements entered into on 26 january 2010 by classic hospitals limited a subsidiary undertaking of the company the company 
has undertaken to guarantee the payment of rentals over the lease term to august 2040 and to ensure that the other covenants in the lease 
are observed the initial rentals payable under the leases in 2010 were £63 million per annum which will be subject to an increase in future 
years as part of these arrangements the assets of the company are subject to a fixed and floating charge
c12 capital management
the objective and management of the company’s capital structure is consistent with the group see note 31 to the group 
financial statements
the company’s net assets at 31 december 2014 were £8698 million and cash amounted to £386 million
c13 related party transactions
the company’s principal subsidiaries are listed in note 18 to the group financial statements the following table provides the company’s 
balances which are outstanding with subsidiary companies at the balance sheet date
£ million 2014
amounts owed from subsidiary undertakings 78
amounts owed to subsidiary undertakings 55
23
the amounts outstanding are unsecured and repayable on demand 
the following table provides the company’s transactions with subsidiary companies recorded in the profit for the year
£ million 2014
amounts invoiced to subsidiaries 78
amounts invoiced by subsidiaries 55
dividend received from subsidiaries 363
directors’ remuneration
the remuneration of the nonexecutive directors of the company is set out below further information about the remuneration of individual 
directors is provided in the audited part of the directors’ remuneration report on pages 74 to 88
£ million 2014
emoluments 03
pension contributions –
sharebased payments –
total 03
 emoluments and sharebased payment charge for the executive directors and executive chairman prior to admission are borne by a subsidiary company spire healthcare limited
directors’ interests in sharebased payment schemes
refer to note 28 to the group financial statements for further details of the share options held by the chairman and executive members 
of the board of directors 
other transactions
during the period the company did not make any purchases in the ordinary course of business from an entity under common control
c14 events after the reporting period
2014 final dividend
for 2014 the board has recommended a final dividend of 18 pence per share amounting to approximately £72 million to be paid 
on 30 june 2015 to shareholders on the register at the close of business on 5 june 2015
notes to the parent company financial statements
continued 133
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
registered office and group head office 
spire healthcare group plc  
3 dorset rise 
london ec4y 8en  
tel 44 020 7427 9000  
fax 44 020 7427 9001  
registered in england  wales no 09084066 
corporate website 
shareholder and other information about the company can be accessed on the company’s website wwwspirehealthcarecom
corporate advisers
auditor
ernst  young llp  1 more london place london se1 2af
brokers
bank of america merrill lynch 2 king edward street london ec1a 1hq
jpmorgan cazenove 25 bank street canary wharf london e14 5jp
legal advisers
freshfields bruckhaus deringer llp  65 fleet street london ec4y 1hs
remuneration consul tants
deloitte llp  2 new street square london ec4a 3bz
registrars 
equiniti limited aspect house spencer road lancing west sussex bn99 6da 
enquiries 
shareholder enquiries should be addressed to the company’s share registrar at the above address or as follows 
equiniti limited 
tel uk only 0871 384 2030  
tel nonuk 44 0121 415 7047 
for the hard of hearing equiniti offers a special textel service that can be accessed by dialling 0871 384 2255 or 44 0121 415 7028 
from outside the uk 
all other shareholder enquiries not related to the share register should be addressed to the company secretary at the registered office 
or emailed to companysecretaryspirehealthcarecom
shareview 
a website wwwshareviewcouk is operated by equiniti limited enabling shareholders to access details of their shareholdings online 
the website provides information useful to the management of investments together with an extensive schedule of frequently asked 
questions in order to gain access to information on shareholdings the shareholder reference number is required which can be found 
at the top of the company’s share certificates 
dealing services 
uk resident shareholders can now sell shares on the internet or by phone using equiniti’s shareview dealing facility by either logging onto 
wwwshareviewcoukdealing or by calling 0845 603 7037 between 800am and 430pm on any business day excluding bank holidays 
in order to gain access to this service the shareholder reference number is required which can be found at the top of the company’s 
share certificates
overseas payment service
equiniti provides a dividend payment service in over 30 countries that automatically converts payments into the local currency by an 
arrangement with citibank europe plc further details including an application form and terms and conditions of the service are available on 
wwwshareviewcouk or from equiniti by calling 44 0121 415 7047 or writing to equiniti aspect house spencer road lancing west sussex 
bn99 6da united kingdom please quote overseas payment service with details of the company and your shareholder reference number
additional shareholder information 134
shareholder information
spire healthcare group plc annual report 2014
  
“boiler room” scams
in recent years many companies have become aware that their shareholders have received unsolicited phone calls or correspondence 
concerning investment matters these are typically from overseasbased “brokers” who target uk shareholders using persuasive and 
highpressure tactics to lure investors into scams in what often turn out to be worthless nonexistent or highrisk shares in us or uk 
investments these operations are commonly known as “boiler rooms” 
a firm authorised by the fca will not contact you out of the blue with an offer to either buy or sell shares
shareholders are advised to be very wary of any unsolicited advice offers to buy shares at a discount or offers of free company reports 
always
check the financial services register from wwwfcaorguk to see if the person contacting you is authorised by the fca
make sure you get the correct name of the person and organisation
use the contact details from the register to call them back – not those given to you
report the matter to the fca by calling 0800 111 6768 and 
if the calls persist hang up
if approached by fraudsters please tell the fca using the share fraud reporting form at wwwfcaorgukscams
financial calendar
2015 annual general meeting 21 may 2015
exdiv date for final 2014 dividend 4 june 2015
record date for final 2014 dividend 5 june 2015
payment date of final 2014 dividend 30 june 2015
announcement of 2015 half year results august 2015
anal ysis of ordinary shareholders 
as at 31 december 2014 
investor type shareholdings
private
institutional
and other total 1–1000
1001–
50000
50001–
500000 500001
number of holders 30 309 339 45 167 69 58
percentage of holders 885 9115 100 1328 4926 2035 1711
percentage of shares held 023 9977 100 001 050 313 9636
additional shareholder information 
continued 135
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014
glossary
the following definitions apply throughout the annual report unless the context requires otherwise
2013 freehold sale sale in 2013 of the companies holding 
freehold and leasehold interests 
subject to long term institutional 
leases in 12 of spire’s hospitals
act the companies act 2006 as amended
acute care active but shortterm treatment for  
a severe injury or episode of illness
adjusted ebitda represents the group’s operating profit 
adjusted to add back depreciation and 
exceptional operating items
admission the admission of the shares to the premium 
listing segment of the official list and to 
trading on the london stock exchange’s 
main market for listed securities
agm annual general meeting
articles the articles of association of the company
audit committee audit and risk committee
board the board of directors of the company
cdifficile clostridium difficile
cagr compound annual growth rate
cardiac catheterisation insertion of a catheter into a 
chamber or vessel of the heart
cardiology speciality which encompasses the treatment 
of patients with cardiovascular disease 
ccg clinical commissioning group
ceo chief executive officer 
cfo chief financial officer 
cgsc clinical governance and safety committee
cinven cinven partners llp
cinven funds fourth cinven fund no1 limited 
partnership fourth cinven fund no2 
limited partnership fourth cinven fund 
no3—vcoc limited partnership fourth 
cinven fund no4 limited partnership 
fourth cinven fund fcpr fourth cinven 
fund ubti limited partnership fourth 
cinven fund coinvestment partnership and 
fourth cinven macif limited partnership
city code the city code on takeovers and mergers
cma the uk competition and markets authority
cnst the nhs clinical negligence scheme 
for trusts administered by the nhs 
litigation authority
company or group spire healthcare group plc
cqc care quality commission
co 2e carbon dioxide equivalent
cquin commissioning for quality and innovation 
payment which is earned for meeting 
quality targets on nhs work
crest the ukbased system for the paperless 
settlement of trades in listed securities 
of which euroclear uk and ireland  
limited is the operator
crm customer relationship management  
system software
ct computerised tomography
dbp deferred bonus plan
directors the executive and nonexecutive directors
ebit earnings before interest and taxes 
represents the group’s operating profit
ebitda earnings before interest taxes  
depreciation and amortisation 
represents the group’s operating profit 
adjusted to add back depreciation
ebitdar earnings before interest taxes 
depreciation amortisation and rent 
represents adjusted ebitda adjusted 
to add back rent expense
efw energy from waste 
eps earnings per share
esos energy saving opportunity scheme
eu the european union 
executive directors the executive directors of the company
ey ernst and young llp  the external auditor
fca the financial conduct authority
final order the private healthcare market investigation 
order 2014 issued by the cma 
gdp gross domestic product
ghg greenhouse gas 
gp general practitioner 
hca holdings inc hospital corporation of america 
hd hospital director
health  safety act the health  safety at work etc act 1974
hmrc hm revenue  customs
ifrs international financial reporting  
standards as adopted by the eu
ipo initial public offering of shares to certain 
institutional and other investors
itu intensive therapy unit 
kpi key performance indicator
lifescan part of spire healthcare offering 
advanced healthcare ct scans 
health checks and blood tests
legacy award directors’ share bonus plan awards
legacy award accrued incentive payments
linac linear accelerator enabling 
intensity modulated and image 
guided radiotherapy treatment  136
shareholder information
spire healthcare group plc annual report 2014
  
listing rules the listing rules of the fca made 
under section 744 of the fsma
london stock 
exchange
london stock exchange plc
ltip long term incentive plan
mac medical advisory committee
monitor an executive nondepartmental public  
body of the department of health that  
acts as the sector regulator for health 
services in england
mrgfus magnetic resonance guided 
focused ultrasound treatment
mri magnetic resonance imaging
mrsa methicillinresistant staphylococcus aureus
mssa methicillinsensitive staphylococcus aureus
ndc spire’s national distribution 
centre in droitwich
nhs the national health services 
in england scotland wales and 
northern ireland collectively
ni national insurance
nice the national institute for 
health and care excellence
nonexecutive 
directors or neds
the nonexecutive directors  
of the company
official list the record of whether a company’s 
shares are officially listed maintained 
by the fca the ukla official list
oncology speciality which encompasses the 
treatment of people with cancer
perform part of spire healthcare specialises 
in sports medicine rehabilitation 
and human performance
pik payment in kind 
pilon payment in lieu of notice
pip claims the claims relating to the supply 
of alleged faulty pip breast implants
pmi private medical insuranceinsurer
ppe property plant and equipment 
ppu private patient unit
prism property and risk management system
prospectus the final prospectus of the company 
approved by the fca as a prospectus 
prepared in accordance with the prospectus 
rules made under section 73a of the fsma
glossary
continued
public health england the executive agency whose purpose is to 
protect and improve the nation’s health and 
wellbeing and reduce wealth inequalities
registrars equiniti limited
registration 
regulations
the care quality commission 
registration regulations 2009
regulated activities 
regulations
the health and social care act 2008 
regulated activities regulations 2010
relationship 
agreement
the relationship agreement dated 
7 july 2014 entered into between 
the company and cinven funds
reorganisation the reorganisation of the group 
in preparation for the ipo
riddor reporting of injuries diseases and 
dangerous occurrences regulations
rnoh royal national orthopaedic hospital
roce return on capital employed
rqia the independent health and social 
care regulator for northern ireland 
is the regulation and quality 
improvement authority
sac standard acute contract issued 
by nhs england
sap global software developersoftware
selfpay when a procedure or treatment provided 
is funded by the patient directly
shareholders the holders of shares in the capital 
of the company
shares the ordinary shares of the company 
having the rights set out in the articles
tco 2e tonnes of equivalent carbon dioxide 
tsr total shareholder return
uk the united kingdom of great britain 
and northern ireland
uk code the uk corporate governance code 
issued by the financial reporting council  
as amended from time to time
vte venous thromboembolism the impact of a 
loose blood clot travelling within the blood
ytd year to date designed and produced by
copywriter chrisnorthconsultingcom
printed by park communications on fsc® certified paper
park is an emas certified company and its environmental 
management system is certified to iso 14001
100 of the inks used are vegetable oil based 95 of press 
chemicals are recycled for further use and on average 99 
of any waste associated with this production will be recycled
this document is printed on amadeus 50 silk a paper containing 50 
recycled fibre 25 post consumer waste and 25 pre consumer 
waste and 50 virgin fibre sourced from wellmanaged responsible 
fsc® certified forests and munken polar a paper containing fibre 
sourced from wellmanaged responsible fsc® certified forests the 
pulp used in this product is bleached using an elemental chlorine 
free ecf process spire healthcare group plc
3 dorset rise 
london 
ec4y 8en
spirehealthcarecom
spire healthcare group plc  annual report 2014


Summary:
 source company – inpatient and daycase discharges
spire at a glance
spire healthcare provides inpatient daycase and outpatient 
care from 39 hospitals 13 clinics and one specialist care centre 
throughout the uk 
we also own and operate a sports medicine physiotherapy 
and rehabilitation brand perform a screening service 
lifescan as well as national pathology services
what we provide
providing highquality patient care is our top priority to improve our patient 
offering we invest consistently in a wide range of services and treatments 
at each stage of the care pathway from initial gp referral through 
consultation diagnosis and treatment to recovery and rehabilitation
key events
• admitted to the london stock exchange following 
our successful initial public offering ipo 
•  acquisition of st anthony’s hospital in cheam
• new collaborative sixyear agreement with bupa 
starting 1 april 2015
• 	 o pe n ed 	 o u r 	 fi r st 	 st a n d a l o n e 	 r ad iot h e r a p y 	 s pec i a l i st	
care centre in bristol
•  submitted plans for a second radiotherapy centre 
to be built at great baddow near chelmsford essex 
which were approved in 2015
•  opened a cardiac catheterisation laboratory in cardiff
•  submitted plans for a new hospital in manchester  
in partnership with siemens which were approved 
in 2015
• submitted plans for a new hospital in nottingham 
which were approved in 2015
•  recognised as private hospital group of the year  
in the healthinvestor awards 
who we serve
o u r 	 h o s p it a l s 	 s p a n 	 t h e 	 c o u n t r y  	 s e r v i n g 	 a 	 d i v e r s ifi ed 	
patient mix made up of private medical insurance pmi 
selfpay and nhs patients
patient discharges
367
155
478
 pmi 478
 nhs 367
 selfpay 155
primary care
working with gps to facilitate speedy convenient  
and fully informed referrals enabling patients  
to make an informed choice at the start of their  
care pathway 
consultants
providing highquality facilities a wide range  
of services and highly trained staff so that  
our experienced consultants can deliver  
outstanding healthcare 
diagnostics
investing in the latest scanning technology skilled  
clinicians and comprehensive pathology services to  
provide prompt and accurate diagnoses giving patients 
reassurance that comes from a clear treatment plan
treatment and surgery
offering a full range of treatment and surgery  
including some of the most acute complex and  
specialist procedures across our 39 hospitals  
nationwide providing choice to patients
recovery 
from high dependency and intensive care  
units to our integrated sports injury rehabilitation  
facility getting patients back on their feet as fast  
as possible
02
strategic report
spire healthcare group plc annual report 2014 where we are
hospitals 
east of england 
1 cambridge lea
2 harpenden
3 hartswood
4 norwich
5 wellesley
london 
6 bushey
7 gatwick park
8 roding
9 st anthony’s 
10 thames valley
midlands 
11 leicester
12 little aston 
13 parkway
14 south bank 
north east  
 yorkshire 
15 elland
1 6  hu l l a n d  
east riding 
17 leeds
18 methley park
19 washington 
north west 
20 cheshire
21 fylde coast
22 liverpool
23 manchester
24 murrayfield 
25 regency
scotland 
26 murrayfield 
27 shawfair park
south east 
28 alexandra
29 clare park
30 dunedin 
31 portsmouth
32 southampton
33 st saviour’s 
34 sussex
35 tunbridge wells
36 brighton
south west 
3 7  b r i s t o l h o sp i t al 
wales 
38 cardiff
39 yale
clinics 
40 windsor 
41 droitwich
42 malvern 
43 dewsbury
44 harrogate 
45 ilkley 
46 newcastle
47 formby
48 lytham
49 hale 
50 livingston
51 whitstable
5 2  a b er ge l e
radiotherapy  
centre
5 3  t h e b r i s t o l 
specialist 
care centre
51
40
42
41
52
49
43
47
44
45
48
46
50
36
34
33
35
7
29
30
10
6
2
8
3
9
5
28
31
32
38
1
11
13
14
12
25
20
23
15
18
17
19
27
26
16
21
22
24
39
4
53
37
  spire hospitals
  spire clinics
  radiotherapy centre
03
strategic report
governance
financial statements
shareholder information
spire healthcare group plc annual report 2014