synergy health plc  
annual report and accounts 2014 strategic report 
introduction
who we are 
synergy health delivers a range  
of specialist outsourced services 
to healthcare providers and  
other customers concerned  
with health management 
what we do
our services support our customers 
to improve the quality and efﬁciency 
of their activities whilst reducing 
risks to their patients and clients
forwardlooking statements 
this document contains certain forwardlooking statements with respect to the operations performance and ﬁnancial position of synergy health these forwardlooking 
statements are subject to risks uncertainties and other factors which as a result could cause synergy health’s future ﬁnancial position performance and results 
to differ materially from the plans goals and expectations set out in the forwardlooking statements such statements are made only as at the date of this document 
and except to the extent legally required synergy health undertakes no obligation to revise or update such forwardlooking statements
strategic report 
1  financial highlights
8  chairman’s statement
10  our business at a glance 
12  our business model
14  chief executive’s strategic review
17 our longterm strategy
18 key performance indicators 
20 uk  ireland
22 europe  middle east
24 americas
26 asia  africa
28 financial review
33 principal risks and uncertainties
38 corporate social responsibility
governance 
40 chairman’s introduction to governance 
42 board of directors 
43  senior executive board
44 corporate governance report
51 audit committee report
54 remuneration committee report
64 annual report on remuneration
70 nomination committee report
72 directors’ report
financial statements
75 independent auditor’s report 
77 consolidated income statement
78  consolidated statement of 
comprehensive income
79 consolidated statement of ﬁnancial position
80 consolidated cash ﬂow statement 
81 consolidated statement of changes in equity
82 accounting policies
87 notes to the consolidated ﬁnancial statements
115 company balance sheet
116 notes to the company ﬁnancial statements
124 financial calendar and advisors 2010 2011 2012 2013 2014
2864 2873
3120
3612
3805
2010 2011 2012 2013 2014
397
430
490
562
613
2010 2011 2012 2013 2014
4574
5354
6032
6558
7059
2010 2011 2012 2013 2014
1320
1584
1800
2070
2277
1
 before amortisation of acquired intangible assets and nonrecurring items as described in the financial review
adjusted
1
 operating proﬁt 
£613m
91
revenue 
£3805m
53
adjusted
1
 basic earnings per share 
7059p
7 7
dividend 
2277p
100
strategic report 
financial highlights 
how we create value
expand 
our strategy is to continue to 
expand our revenues and further 
internationalise the group through 
organic growth and through 
bolton acquisitions to improve 
the scale of our operations in 
a speciﬁc market or expand 
the depth of our services
focus
our strategy is to focus solely  
on niche services that have  
high barriers to entry signiﬁcant 
valueadded content and a  
global potential 
cost leadership
our strategy is to exercise  
groupwide cost leadership  
in order to best focus our 
resources on delivering our 
customers’ needs
differentiate
our strategy is to differentiate our 
services through our people via 
our shared values of achievement 
integrity accountability and 
innovation and through our 
investments in technology
1 synergy health plc annual report and accounts 2014 reliable costeffective sterilisation 
underpins the efﬁciency of our customers’ 
operations and ensures their medical 
instruments and devices are safe to use 
investment case
critical
synergy provides a critical service for our hospital and medical  
device manufacturing customers synergy deploys the full range of 
technologies worldwide to sterilise instruments and devices for our 
customers gamma irradiation electron ion and xray beam treatments 
plasma and ethylene oxide sterilisation these technologies provide 
niche highvalue solutions and combined with our accumulated 
expertise and the strength of our quality systems make synergy  
a critical part of the healthcare market 
by comparison inhouse sterilisation units often lack investment 
training and instrument tracking technologies research shows that high 
levels of ﬂash sterilisation in many inhouse hospital sterilisation units 
lead to higher rates of postoperative infections across many of our 
markets we can see more demanding regulatory requirements driving 
business opportunities for our services 
2 synergy health plc annual report and accounts 2014 3 synergy health plc annual report and accounts 2014 r es ilient 
we are a niche service provider  
operating globally in regulated markets  
with high barriers to entry our stable 
underlying business mitigates risk and 
provides a platform for growth
investment case
4 synergy health plc annual report and accounts 2014 synergy’s businesses enjoy signiﬁcant barriers to entry which make it 
difﬁcult for customers or potential competitors to achieve our low costs 
and efﬁciencies 
one such barrier is our extensive global network of processing facilities 
including the backup capacity that is essential to meet our customers’ 
needs this investment would be expensive and timeconsuming  
to replicate 
further  approximately 50 of the group’s revenue is derived from  
long duration contracts between three and 40 years in our applied 
sterilisation t echnologies ‘ast’ business where longterm contracts are 
not typical synergy has worked hard to build longterm relationships with 
customers and enjoys excellent retention 
our businesses have accumulated signiﬁcant technical expertise our 
ast business includes the design operation and maintenance of facilities 
utilising radioactive cobalt and electron and xray beam irradiators our 
hospital sterilisation services ‘hss’ business holds the knowledge  
data and expertise required to rapidly outsource a complex logistical 
environment whilst generating signiﬁcant operational and totalcost 
efﬁciencies for the customer  
finally all our businesses must comply with stringent regulatory 
standards which are maintained using the complex systems and  
quality procedures that synergy has developed over its 22year history
5 synergy health plc annual report and accounts 2014 growing
we are a dynamic business realising the 
growth opportunities within our global 
markets we are delivering on our growth 
strategies and leveraging our potential to 
exploit exciting future prospects
investment case
6 synergy health plc annual report and accounts 2014 synergy is the largest global provider of outsourced hospital 
sterilisation services ‘hss’ and has the scale to differentiate itself 
from inhouse solutions and commercial competitors by continuing to 
invest in new technology this presents an opportunity to revolutionise 
the assembly of surgical instrument trays as well as decrease risk 
in the operating theatre with recent wins of £48 million per annum 
in the us and china together with a reopening of the uk market 
the group is poised to see a strong return to growth 
synergy is the second largest global provider of applied sterilisation 
t echnologies ‘ast’ and the largest outside of the us our objective  
is to grow ast through a combination of organic growth and acquisitions 
whilst differentiating our services through technology and our people 
during the year we opened a new gamma facility in marcoule france 
began utilising new capacity in venlo holland and after the year end 
completed the acquisition of bioster group in italy extending our 
network further east into italy slovakia and the czech republic
7 synergy health plc annual report and accounts 2014 synergy remains well placed  
to exploit its core competitive 
strengths strong operational 
capabilities and internationally 
respected brand 
strategic report 
chairman’s statement 
dear shareholder
i am pleased to report that synergy has continued to make 
further progress with its objective to expand internationally 
win new contracts and to build a forward order book that 
will result in a sustainable increase in growth our decision 
to enter the us market has resulted in two of the largest 
contract wins in synergy’s history worth a combined  
£40 million of annualised revenues and will pave the  
way for future development of the us outsourcing market 
similar progress albeit on a smaller scale is being  
made in china with the rapid expansion of our hospital 
sterilisation network
results
our progress in 2014 delivers a robust set of results 
achieved in challenging economic conditions with 
signiﬁcant growth in operating proﬁt and earnings per 
share reported revenue of £3805 million 2013  
£3612 million was up 53 and after removing the 
impact of currency movements was up 41 adjusted 
operating proﬁt was £613 million 2013 £562 million 
representing an increase of 91 underlying adjusted 
operating proﬁt growth was 7 9 adjusted operating 
margin increased to 161 2013 156 an increase  
of 50 basis points 
over one quarter of our revenue now comes from our 
americas and asia  africa regions up from 22 in 2013 
and we expect this trend to remain in place for some time
we have continued the restructuring of our dutch linen 
business and closed and consolidated a further two 
facilities during the year the combined effects of 
acquisitionrelated expenditure and dutch restructuring 
costs resulted in nonrecurring costs of £33 million after 
taking account of amortisation nonrecurring items and 
acquisitionrelated costs proﬁt before tax increased by 
130 to £429 million 2013 restated £380 million 
shareholder return
driven by the growth in revenue and operating margin 
adjusted basic earnings per share before intangibles 
amortisation nonrecurring items and acquisitionrelated 
costs amounted to 7059p 2013 restated 6558p an 
increase of 7 6 after taking account of amortisation 
nonrecurring items and acquisitionrelated costs basic 
earnings per share were 57 81p 2013 restated 5300p 
an increase of 91 the ﬁnal dividend will be paid subject 
to shareholder approval on 4 september 2014 to 
shareholders on the register as at 8 august 2014
an interim dividend of 857p per share 2013 7 90p  
was paid to shareholders on 13 december 2013 the 
board is proposing a ﬁnal dividend of 1420p which 
together with the interim dividend would give dividends  
for the year totalling 2277p 2013 2070p representing  
a 100 increase 
8 synergy health plc annual report and accounts 2014 business development and acquisitions
in 201314 we won a number of contracts that in 
aggregate added £05 billion to our forward order book 
which now stands at £15 billion including contracts at 
preferred bidder stage in addition we opened one new 
gamma irradiation facility at marcoule france and after  
the close of this ﬁnancial year acquired the bioster group 
for €29 million net of cash and debt extending synergy’s 
applied sterilisation technologies network into italy and 
eastern europe 
further details of this acquisition and other investments are 
disclosed in the regional operating review and in the 
notes to the ﬁnancial statements our strategy of growing 
key industry sectors through acquisitions is unchanged 
and with our strong ﬁnancial position we will continue to 
consider targeted bolton acquisitions and to evaluate 
strategic acquisitions to increase shareholder value
the board
on 25 july 2013 it was announced that dr richard 
steeves group ceo would succeed me as nonexecutive 
chairman of the group upon my retirement on 31 march 
2014 and that dr adrian coward would take over from 
richard as group ceo on account of the expanding 
opportunities for growth in outsourced hospital sterilisation 
services in the us and as the group continues to grow 
there is a need to split strategic and operational oversight 
via a separate ceo and coo therefore the board has 
decided that dr steeves should defer his move from ceo  
to chairman and similarly i have delayed my retirement dr 
adrian coward formerly ceo for the uk  ireland region 
has now taken on a broader role as chief operating ofﬁcer 
for the group and joined the board on the 31 march 2014
jeff harris joined the board as the senior independent 
nonexecutive director in september 2013 jeff brings 
impressive business and governance experience from his 
time as chief executive and then chairman of alliance 
unichem plc and through serving on a number of other 
plc boards 
tim mason group company secretary is to retire at the 
conclusion of the next annual general meeting agm  
on 23 july 2014 jon turner currently head of tax and 
treasury will assume a broader role becoming group 
company secretary at that time the board would like to 
thank tim for his excellent support over the last ﬁve years 
and wish jon every success in his new role 
the board places great emphasis on governance and  
is mindful of its responsibility to promote the longterm 
interests of the company for all our stakeholders this  
is described in detail in the governance section of our 
annual report on pages 40 to 74
corporate responsibility 
we give high priority to compliance and ethics as well  
as health safety and the environment our core values  
of integrity innovation accountability and achievement  
are central to the relationships we have with all our 
stakeholders and underpin how we treat our customers 
our suppliers and the wider communities in which we 
operate details of the group’s approach to corporate  
and social responsibility are disclosed on page 38 of  
the strategic review
our people
i would like to take this opportunity to thank all staff for  
their focus and engagement throughout the year synergy’s 
wellearned reputation for operational excellence and  
its ability to deliver on its commitments to customers is 
testament to the effectiveness of those efforts and the 
shared values to which we all subscribe 
outlook
synergy remains well placed to exploit its core  
competitive strengths strong operational capabilities  
and internationally respected brand the business  
has a number of opportunities for earningsenhancing 
investment and the board is conﬁdent that these  
will deliver strong growth in shareholder value over  
the coming years
sir duncan nichol
chairman
4 june 2014
9 synergy health plc annual report and accounts 2014 1
2
3
4
1 uk  ireland £1647m
2 europe  middle east £1191m
3 americas £778m
4 asia  africa £188m
1
2
3
4
1 uk  ireland £347m
2 europe  middle east £200m
3 americas £88m
4 asia  africa £37m
1
2
3
4
1 uk  ireland 2216
2 europe  middle east 1574
3 americas 884
4 asia  africa 331
our business 
synergy’s core services are the sterilisation of 
medical devices infection control and environmental 
management services and other niche outsourced 
services such as laboratory services pathology 
toxicology food testing and microbiology 
synergy’s strategy in these markets the majority of 
which are regulated with high barriers to entry is to 
gain consolidated competitive positions with scale 
beneﬁts which enable it to leverage pricing power  
with cost leadership programmes 
in addition through the quality of its management 
team and the skills of its staff synergy seeks to offer a 
differentiated service from its competitors focusing on 
customers’ desired outcomes and business solutions 
our markets 
synergy’s four regions provide us with a mix of 
established markets where we continue to invest 
and improve our service offer to our customers 
and growth markets where we are establishing a 
signiﬁcant presence and building a strong reputation 
with local hospitals and healthcare organisations as  
a trusted sterilisation provider
strategic report 
our business at a glance 
hospital sterilisation services hss
sectors
outsourced hospital sterilisation provides a high quality 
instrument sterilisation service for reusable medical and 
surgical equipment used in operating theatres
this service also extends across other hospital 
departments primary care facilities and orthopaedic  
loan set suppliers
contribution to group 
revenue
226
financial  
highlights
£858m 
revenue
employees by market
revenue by market operating proﬁt by market
10 synergy health plc annual report and accounts 2014 healthcare solutions applied sterilisation technologies ast healthcare solutions
synergy provides the full range of sterilisation technologies 
including gamma irradiation electron ion beam and xray 
beam treatments and ethylene oxide sterilisation our 
customers are drawn from medical device pharmaceutical 
and industrial sectors 
synergy health is the worlds second largest provider 
of outsourced applied sterilisation services
our healthcare solutions segment covers a range 
of services involved in managing the environment 
in a healthcare setting 
the services primarily involve infection control with 
services such as linen management hand hygiene 
and hard surface systems occupational health and 
laboratory services
302 47 2
£1150m 
revenue
£1797m 
revenue
uk  ireland
  ast hss linen laboratory 
and medical products 
businesses
  39 sites in the uk  ireland
  2215 employees
  strong medical device market
  austerity measures holding 
back spending in national 
health services
europe  middle east
  ast hss linen and laboratory 
businesses 
  49 sites in france the 
netherlands switzerland 
germany and the uae
  1575 employees
  contracting healthcare market 
in the netherlands
  opening of new gamma  
facility in marcoule france 
and commenced utilisation  
of new capacity at venlo  
the netherlands
americas
  ast hss and linen 
businesses 
  30 sites in the us and  
costa rica
  885 employees
  ast market slowed by 
affordable care act 
uncertainty
  work progressing on new 
bethpage hss supercenter
  hss market offers signiﬁcant 
potential for growth
asia  africa
  ast and hss businesses 
  9 sites in south africa 
malaysia thailand hong kong 
and china
  330 employees
  work progressing on new 
china hss facilities at wuhan 
chengdu and nanjing
  ast growth driven by us 
multinationals outsourcing 
to asia
11 synergy health plc annual report and accounts 2014 strategic report 
our business model 
synergy delivers a range of specialist outsourced services to 
healthcare providers and other customers concerned with 
health management in performing these services synergy 
supports its customers to improve the quality and efﬁciency  
of their activities whilst reducing risks to their patients  
and clients 
in addition to core healthcare services there is a wide 
demand for our services in other markets within our applied 
sterilisation technologies business we provide services to a 
diverse range of customers including food manufacturing 
pharmaceutical manufacturing and veterinary medicine
during the year to 30 march 2014 synergy delivered services 
via a regional structure with management teams responsible 
for our businesses in the uk  ireland europe  middle east 
asia  africa and the americas on 1 april 2014 the board 
decided to restructure the group replacing the regional 
structure with a service line structure focused on three key 
global services – applied sterilisation technologies  
healthcare services and linen 
this change will enable the group to more effectively 
implement its strategic objectives and deliver the global 
organic growth we are striving for whilst maintaining our 
established reputation for operational excellence further a 
sustained focus on services and customer needs will allow the 
group to react more swiftly to emerging opportunities whilst 
the management of each business is encouraged to adopt  
an entrepreneurial style they operate within a welldeveloped 
and consistently applied framework of operational and 
ﬁnancial control
synergy’s growth over the last twenty years both organic  
and by acquisition has built the world’s largest supplier of 
outsourced hospital sterilisation services and the world’s 
second largest supplier of applied sterilisation technologies 
the group’s size structure and accumulated expertise provide 
it with a strong platform to deliver sustained technological 
development customer focus and robust quality 
management systems these strengths are critical  
to creating and enhancing sustainable value
applied sterilisation technologies
how the business works
applied sterilisation technologies ‘ast’ encompasses a range of 
sterilisation techniques including gamma irradiation electron ion and 
xray beam irradiation and ethylene oxide its customers are mainly 
drawn from the medical pharmaceutical and biologicals markets 
including a large number of multinational medical device manufacturers 
in addition our facilities typically provide sterilisation consultancy 
laboratory services and logistics services to support the customer 
relationship we operate the world’s second largest outsourced 
sterilisation business and the largest outside the us
how we build longterm value
we provide services which are missioncritical for our customers but  
at a level of efﬁciency which they cannot attain inhouse our facilities 
are capital intensive and static our success in delivering sustained 
economic value depends upon delivering exceptional customer 
satisfaction in longterm customer relationships in order to match 
capacity to longterm demand 
our locations
synergy operates 31 ast facilities in 12 countries across 4 continents 
in the us costa rica ireland the uk france the netherlands 
switzerland germany south africa malaysia thailand and china 
on 16 may 2014 synergy acquired the bioster group adding 9 facilities 
in italy slovakia and the czech republic and a small joint venture  
in egypt
creating sustainable value 
share of group revenue
12 synergy health plc annual report and accounts 2014 hospital sterilisation services healthcare solutions
how the business works
we operate the world’s largest outsourced hospital sterilisation services 
‘hss’ business synergy provides a sterilisation service for reuseable 
medical and surgical equipment used in hospital operating rooms this 
service also extends across other hospital departments primary care 
facilities dentistry practices and orthopaedic loan set suppliers our 
scale and expertise in hospital sterile services has enabled us to invest 
in the development and exploitation of potentially transformational 
technology our investment in rfid for mass instrument reading  
is a powerful advance which strengthens the economic case for 
outsourcing via improved patient safety and service quality 
how we build longterm value
synergy provides an essential service at an efﬁciency and cost which 
inhouse competitors cannot match whilst increasing operating room 
utilisation rates and reducing the incidence of hospitalacquired 
infections our ability to deliver this is built upon wellhoned operating 
procedures longterm customer contracts a proprietary instrument 
management application ‘synergytrak™’ and our global scale 
which enables us to invest in further technological innovation
how the business works
our healthcare solutions businesses provide a range of services 
involved in managing the environment in a healthcare setting the 
services primarily involve infection control incorporating hospital linen 
management hand hygiene hard surface systems occupational 
health and laboratory services our laboratory services business in 
particular is expected to be a source of future growth incorporating 
pathology toxicology food testing and microbiology 
how we build longterm value
the range of products and services delivered by our healthcare 
solutions businesses deliver value through efﬁcient excellent customer 
service a focus on innovation and a strategy of costleadership which 
enables us to target our resources on our customers’ needs 
our locations
synergy operates 48 hss facilities in 4 countries in the us the uk  
the netherlands and china work is ongoing to complete a number of 
signiﬁcant new hss facilities in the us and china on 16 may 2014 
synergy acquired the bioster group adding a number of further hss 
contracts in italy 
our locations
synergy operates healthcare solutions businesses in 4 countries the 
us the uk the netherlands and the uae our healthcare products 
business sells worldwide from its head ofﬁce in the north of england
share of group revenue share of group revenue
13 synergy health plc annual report and accounts 2014 strategic report 
chief executives strategic review 
introduction
synergy is a global leader in outsourced sterilisation 
services for medical device manufacturers hospitals and 
other industries worldwide we operate a complete range 
of sterilisation technologies including gamma ethylene 
oxide ‘eto’ electron beam xray steam and plasma 
across the healthcare industry synergy also provides other 
niche outsourced services such as laboratory services 
pathology toxicology microbiology and food and allergen 
testing and healthcare linen services all of our businesses 
have the beneﬁt of signiﬁcant barriers to entry stable 
longterm contracts and good cash generation
writing last year i anticipated that 201314 could mark an 
inﬂexion point for synergy with a return to stronger organic 
growth this year we have won new longterm contracts 
worth £39 million per annum in the us £67 million per 
annum in the uk and approximately £21 million per 
annum in asia our forward order book has jumped from 
£10 billion to £15 billion we have also progressed over 
half way to our target of having 50 of our revenue 
generated outside the uk and europe the americas  
and asia  africa regions now account for 254 of 
revenue and 204 of our adjusted operating proﬁts in the 
context of the group’s reported revenues of £3805 million 
2013 £3612 million and adjusted operating proﬁts of 
£613 million 2013 £562 million in constant currency 
revenue growth was 41 and adjusted operating proﬁt 
growth was 7 9 
although our order book has grown signiﬁcantly the new 
contracts won will commence over the next eighteen 
months and hence were not reﬂected in this year’s 
revenues in addition it has been a difﬁcult year with little  
if any healthcare volume growth in the developed 
countries caused by the affordable care act in the us and 
continued austerity measures in the uk and europe we 
have also seen a further decline in dutch linen revenues  
of 109 in constant currency terms and the last ﬁscal 
quarter which is usually our strongest was affected by 
extreme weather in the us and europe on a constant 
currency basis growth for the year was a respectable 86 
excluding linen in light of the dutch linen concerns we 
reviewed the group strategy in november and a number of 
changes are being implemented during the new ﬁscal year
our objective is to grow 
revenue and earnings 
by approximately 15  
per annum through 
a combination of organic  
and acquisitive growth
14 synergy health plc annual report and accounts 2014 strategy 
our objective is to grow revenue and earnings by 
approximately 15 per annum through a combination  
of organic and acquisitive growth with inﬂation no greater 
than 2 and volume growth in a similar 02 range for  
the next few years the growth challenge is signiﬁcant our 
addressable markets are very large however with the global 
ast market estimated to be worth £15 billion per annum 
the uk hss market worth £03 billion per annum and the 
us hss market worth £18 billion per annum to address 
the growth challenge we have implemented a fourstep plan 
that builds on our usuk operating axis the key objectives 
and strategies are to
a grow ast by at least 1012 per annum by continuing 
to internationalise the network through organic growth and 
acquisitions whilst differentiating our services through 
technology and our people 
during the year we opened the new gamma facility in 
marcoule france and after the year end acquired the bioster 
group in italy extending our network across southern and 
eastern europe with facilities in italy slovakia and the czech 
republic globally synergy’s ast business is number two  
in the world and has the largest processing capacity
b grow hss by 1020 per annum by focusing our 
outsourcing growth in the us uk and asia whilst offering 
easily scalable hss technologies to a broader market 
our own surgical instrument management software 
synergytrak™ formerly known as trakstar supported  
by radiofrequency identiﬁcation ‘rfid’ technologies will 
increase operating room utilisation and reduce patient risk 
synergy is the largest provider of healthcare outsourcing 
services globally and has the scale to differentiate itself 
from inhouse solutions and commercial competitors  
by continuing to invest in new technology for example 
synergy recently introduced a new patented rfid tunnel 
reader that can massread a large tray of instruments  
with one hundred per cent accuracy in less than 40 
seconds this presents an opportunity to revolutionise the 
assembly of instrument trays as well as decrease risk in  
the operating room we will continue to invest in research 
and development ‘rd’ with the recruitment of a chief 
technology ofﬁcer and a ringfenced rd budget of 05 
of revenue per annum 
with recent wins of £411 million per annum in the us and 
china together with a reopening of the uk market the 
group is poised to see a strong return to growth we will  
see the revenue impact of the ﬁrst of these large contracts 
starting in september 2014 and the second in may 2015
c expand the linen services into service adjacencies  
to broaden their growth prospects and reduce our 
dependency on pure linen whilst the uk service has done 
well winning contracts worth over £51 million per annum 
the dutch service is seeing a further contraction in their 
market as the dutch health service restructures longterm 
care the current strategy for this service is very much 
based on cost leadership so that at any given price we 
intend to make a higher margin than our competitors our 
focus in the new ﬁnancial year is to restore revenue growth
d expand synergy’s services into a third market with very 
strong adjacencies to both the ast and hss businesses 
our attention is broadly focused on the inspection testing 
and certiﬁcation market building on our existing laboratory 
business during the year we acquired genon limited a 
small ukbased food testing laboratory and we anticipate 
further acquisitions to help create scale in this space we 
expect this new service to gain momentum during 2015 
and beyond
leadership and a revised group structure
it remains a cornerstone of synergy’s strategy to rapidly 
internationalise our business and to decrease our reliance 
on europe however we have to recognise that the usuk 
axis is becoming increasingly important as is the need to 
extract scale beneﬁt from our global operations in each 
service line accordingly the board has decided to 
restructure the group in the new ﬁscal year replacing our 
regional structure with a service line structure in addition 
we have split the role of the group chief executive ofﬁcer 
‘ceo’ creating a chief operating ofﬁcer ‘coo’ role to 
oversee the daytoday operations whilst the ceo focuses 
on strategy and longterm planning i have remained in my 
role as group ceo and the former ceo of the uk  ireland 
region dr adrian coward has become our coo and joins 
the plc board 
our scale and expertise in hospital sterile 
services has enabled us to invest in the 
development and exploitation of potentially 
transformational technology such as rfid 
 
15 synergy health plc annual report and accounts 2014 strategic report 
chief executives strategic review continued 
we believe that this structure will enable us to implement 
the new strategy effectively and to deliver the global organic 
growth we are striving for whilst maintaining our reputation 
for operational excellence and delivering a service that 
generates outstanding value for our customers
during the year we began the search for a chief technology 
ofﬁcer to lead the rd programme elsewhere in the 
group we have made several senior leadership 
appointments to strengthen management including
  global vice president of quality assurance  
and regulatory affairs
  global vice president of human resources
  global president ast  laboratories
  us president ast 
  us president hss 
finally on 16 may 2014 we completed our acquisition  
of the bioster group bioster operates nine ast sites 
including six in italy one each in slovakia and the czech 
republic and a small joint venture in egypt all the non
italian facilities specialise in eto sterilisation whilst in italy 
electron beam sterilisation is offered at the seriate bastia di 
rovolon and poggior rusco facilities the remaining italian 
facilities also offer eto sterilisation as does poggior rusco 
providing access to both technologies at the one site in 
addition bioster engages in hss outsourcing with twelve 
facilities across milan venice florence pescara and 
naples as with previous ast acquisitions we expect that 
bioster’s rate of growth will increase as part of synergy’s 
global ast network and strong brand recognition in the 
global medical device market
financial strength
synergy is a robust business and in good shape with an 
internationally diversiﬁed business providing valueadded 
services underpinned by longterm contracts cash 
generation remains strong with adjusted ebitda 
increasing by £40 million to £1033 million 2013 £993 
million before nonrecurring items net debt reduced to 
£147 6 million reducing gearing to 15 times ebitda  
well below our internal ceiling of net debt to ebitda of  
25 times
outlook 
the board is conﬁdent that synergy’s updated strategy  
will build on the success we have seen in recent months 
with new contract wins the continued internationalisation 
of our services is broadening the available market whilst 
our new structure recent appointments and new service 
range will contribute towards a faster rate of growth we 
have a vision for how synergy’s services will integrate with 
the needs of the changing healthcare industry and are 
actively increasing our expenditure in rd to ensure that 
we remain on top of technological advancements that could 
revolutionise our sector through our global expertise and 
investment in technology and solutions delivery we have an 
increasingly attractive value proposition to help our 
customers address the challenges that they face
looking ahead our new contract wins of £43 million per 
annum will be implemented over the next sixteen months 
raising our growth rate in the short to medium term we 
expect to see a 05 reduction in operating margins as we 
channel investment into rd but this investment will be 
offset by our growing bid books and bid conversions that 
will ultimately drive topline growth we have conﬁdence  
in our strategy and in our realigned and signiﬁcantly 
expanded leadership team to implement our strategy
dr richard m steeves 
chief executive 
4 june 2014
i am conﬁdent that synergy’s updated strategy  
will build on the success we have seen in recent 
months with new contract wins the continued 
internationalisation of our services is broadening  
the available market whilst our new structure  
new talent and new service range will contribute 
towards a faster rate of growth
16 synergy health plc annual report and accounts 2014 lead
differentiate
expand
focus
growing 
sustainable  
value
principal risks and uncertainties 
to achieve sustainable growth in shareholder value we have 
a strategy to develop niche high valueadded outsourcing 
services with global potential to healthrelated markets 
our present focus is on high growth markets including asia 
and the americas where we are principally developing our 
sterilisation services 
we deliver our services more efﬁciently than our 
competitors by employing a cost leadership strategy taking 
advantage of our global scale and the deployment of 
technology we also strive to competitively differentiate 
ourselves through our people by the way we deliver our 
services reﬂected in our core values of integrity innovation 
achievement and accountability
our longterm strategy
expand the business 
internationally
our strategy is to continue to 
expand our revenues and further 
internationalise the group 
through organic growth and 
through bolton acquisitions  
to improve the scale of our 
operations in a speciﬁc market or 
expand the depth of our services
cost leadership
our strategy is to exercise 
groupwide cost leadership 
in order to best focus our 
resources on delivering our 
customers’ needs
focus on high  
valueadded services
our strategy is to focus solely 
on niche services that have 
high barriers to entry 
signiﬁcant valueadded 
content and a global potential
differentiation from 
our competitors
our strategy is to differentiate 
our services through our people 
via our shared values of 
achievement integrity 
accountability and innovation 
and through our investments  
in technology
key performance indicators kpis corporate governance 
read more page 18 read more page 33 read more page 40
our values underpin who we are as a business 
achievement
we believe our success  
comes from our focus on 
exceeding expectations and  
our commitment to go that 
extra mile however small  
the difference
integrity
we believe that the way we 
work is as important as what we 
do we care deeply about the 
quality of our work and inspire 
trust by delivering on promises
accountability
we take personal responsibility 
for our actions and are 
equipped to take the right 
course of action
innovation
we achieve the best possible 
results by working with 
customers to develop new ways 
of solving problems and 
reducing risk

17 synergy health plc annual report and accounts 2014 description
growth in total reported revenue compared 
with the previous year 
description
growth in adjusted operating proﬁt
1
 compared 
with the previous year 
description
adjusted operating proﬁt
1
 divided by total 
reported revenue
an indicator of the rate at which the group’s 
business activity is expanding
indicators which show whether existing proﬁt margins are being maintained or whether new 
acquisitions or incremental revenues are diluting established proﬁt margins
comment
synergy delivered revenue growth in 2014  
with reported revenue of £3805 million 2013 
£3612 million underlying revenue growth 
after removing the impact of currency 
movements was 41
comment
adjusted operating proﬁt was £613 million 
2013 £562 million an increase of 91 
underlying operating proﬁt growth after 
removing the impact of currency movements 
was 7 9
comment
adjusted operating margin increased to 161 
2013 156 reﬂecting a mix effect caused 
by the comparatively faster growth of the 
group’s ast businesses
description
growth in adjusted proﬁt before tax
1
 compared 
with the previous year 
description
growth in adjusted basic eps
1
 compared  
with the previous year 
description
growth in dividend per share compared with 
the previous year 
an indicator of whether proﬁtable growth is 
diluted by ﬁnancing costs
a key measure of shareholder return a key measure of shareholder return 
comment
growth in adjusted proﬁt before tax has been 
boosted by stable ﬁnance costs net ﬁnance 
costs increased by 5 and net debt reduced 
by 2 versus the previous year 
comment
eps growth is lower than the growth in 
adjusted proﬁt before tax due to a change in 
the geographical mix of the group’s proﬁts 
following the acquisition of sri a greater 
proportion of the group’s proﬁt arises in  
the us 
comment
the groups policy is to increase the total 
dividend each year in line with the increase  
in underlying earnings 
a ﬁnal dividend of 1420p is proposed if 
approved at the annual general meeting  
the year’s total dividend would be 2277p 
2013 2070p
revenue growth 
53
strategic report 
key performance indicators
strategic objectives – financial kpis 
the indicators below have been identiﬁed by the board as giving the best overall 
indication of the group’s longterm success in improving total shareholder return
2013 
158
2012 
86
adjusted operating proﬁt
12
 growth
91 
2013 
148
2012 
138
adjusted operating margin
12
 
161 
2013 
156
2012 
157
adjusted proﬁt before tax
12
 growth
 106
2013 
160
2012 
134
adjusted earnings per share
12
  
‘eps’ growth
7 6
2013 
107
2012 
127
dividend per share growth 
1 00
2013 
150
2012 
200
18 synergy health plc annual report and accounts 2014 description
growth in cash generated from operations 
compared with the previous year 
description
adjusted operating cash ﬂow divided by 
adjusted operating proﬁt before interest tax 
and noncash items
an indicator of whether proﬁtable growth is 
being converted into cash
an indicator of how changes in working capital 
have impacted operating cash ﬂows 
comment
cash generated from operations increased by 
29 reﬂecting strong free cash ﬂow after 
investment in working capital
comment
cash conversion is consistent with the levels 
seen in previous years showing ﬁrm 
management of cash invested in working 
capital balances 
description
adjusted annualised operating proﬁt divided 
by average capital employed
description
the ratio of adjusted operating proﬁt to 
ﬁnancing costs associated with borrowings 
an indicator of the historic pretax rate of return 
earned by capital invested in the group
an indicator of group’s ability to meet its 
interest payments
comment
excluding the net assets of marcoule which 
commenced operations this year roce rose 
to 123
comment
synergy remains comfortably within our limit 
for banking covenant purposes of 325 times
1
   adjusted operating proﬁt adjusted operating margin adjusted proﬁt before tax and adjusted eps exclude amortisation 
of acquired intangibles nonrecurring items and acquisitionrelated costs as shown in the group’s consolidated 
income statement and the accompanying notes operating cash ﬂow is before nonrecurring items and acquisition
related costs underlying revenueproﬁt growth excludes the impact of currency movements organic revenueproﬁt 
growth excludes the impact of acquisitions in either the current or previous year 
2
  the group’s 2014 ﬁnancial performance has been prepared under the requirements of ias 19 revised for the ﬁrst 
time for consistency 2014 growth rates have been calculated using prior year data restated to comply with the 
new requirements 
operating cash ﬂow
1 
29
2013 
120
2012 
95
cash conversion
95
2013 
96
2012 
100
return on capital employed ‘roce’
120
2013 
116
2012 
115 
net debt to ebitda ratio
153 times
2013 
176 times
2012 
195 times 
19 synergy health plc annual report and accounts 2014 2010 2011 2012 2013 2014
1580
1549
1583
1606
1647
2010 2011 2012 2013 2014
233
250
283
345 347
strategic report 
regional review
uk  ireland 
austerity measures in the uk and irish economies have 
continued to hold back spending within their respective 
national health services however there has been a distinct 
improvement in recent months that together with a pre
election boost for the nhs should feed through into a 
stronger year for synergy ast has delivered an upturn in 
underlying revenue growth of 45 compared with last 
year but hss growth was just 10 reﬂecting ﬂat patient 
volumes an extending waiting list and the absence of new 
contract starts as a result our reported revenue in the  
uk  ireland ‘uki’ region was £1647 million 2013 
£1606 million representing a 26 increase from last 
year the region posted a 08 increase in reported 
operating proﬁts reaching £347 million 2013 
£345 million
in recent months we have secured an extension and 
expansion of our existing contract with one of our signiﬁcant 
uk customers cementing our position providing services to 
many of the large nhs trusts further we have won four 
new hss contracts collectively worth £16 million per 
annum which we hope is a leading indicator that the 
outsourcing market is once again reopening 
our scale and expertise in hospital sterile services has 
enabled us to invest in the development and exploitation 
of potentially transformational technology such as rfid 
our investment in rfid technology for mass instrument 
reading is a powerful technological advancement which 
strengthens the economic case for outsourcing via 
improved outcomes for patient safety and service quality 
the ast business has shown moderate growth with a more 
buoyant medical device market in both the uk and ireland 
we are performing in line with expectations with 45 
growth in constant currency
in healthcare services linen saw another strong 
performance with revenue increasing 42 on account of 
additional contract wins which have continued into the new 
ﬁnancial year our uk labs service grew at 52 and was 
enhanced with the acquisition of genon a laboratory 
business in north yorkshire specialising in food allergen 
testing overall our healthcare products business was ﬂat 
year on year with underlying revenue growth of £1 million 
legacy noncore product streams were ended during the 
early part of the previous year but continued to strongly 
improve its proﬁtability
finally we have invested in new regional head ofﬁces in 
derby putting us closer to major infrastructure links and 
securing our position in the midlands allowing us to attract 
and retain talent in the healthcare industry
operating proﬁt
£347m
08
revenue
£1647m
26
20 synergy health plc annual report and accounts 2014 21 synergy health plc annual report and accounts 2014 2010 2011 2012 2013 2014
117 4
1188
1233
1202 1191
2010 2011 2012 2013 2014
17 8
205
195
167
200
operating proﬁt
£200m
198
revenue
£1191m
09
strategic report 
regional review
europe  middle east 
the picture in our europe  middle east region is not vastly 
different from the uk  ireland but masks a strong year for 
ast with 92 growth in constant currency offset by a 
revenue decline in our dutch linen business of 109 in 
constant currency terms overall the region’s revenue was 
largely stable with revenue of £1191 million 2013 £1202 
million but reported adjusted operating proﬁt rose 198 
to £200 million 2013 £167 million in part reﬂecting the 
stronger ast mix
the dutch economy is still very weak and this is feeding 
through to a contracting healthcare market we are 
continuing to see revenue contraction as the longterm care 
sector moves from institutional care to home healthcare 
management focus to restore operational efﬁciency in light 
of reduced volumes has been key in the short term as 
indicated last year we have completed the closure of an 
additional two facilities and have a clear strategy to deliver 
continuous incremental improvements to efﬁciency we will 
now develop a longterm strategy that allows the business 
to seek growth in adjacent services reducing its 
dependency on healthcare linen alone 
ast has had another solid year of growth in europe 
marcoule in france has ﬁnally opened following regulatory 
delays customers have begun to utilise new capacity 
added at venlo the netherlands and we have seen organic 
growth of 92 at constant currency despite severe 
weather in the fourth quarter 
after the end of the ﬁnancial year we completed the 
acquisition of the bioster group for €29 million net of cash 
and debt the acquisition has revenue of €202 million 
mainly in eto and electron beam technologies across italy 
slovakia and the czech republic 
europe has been a model for the implementation of our 
ast strategy and our focus on acquisitive and organic 
growth has delivered impressive results with our enlarged 
network comprehensive range of technologies and 
expanding geographic coverage the region is well placed  
to support its customers and to continue to grow in line  
with their success
22 synergy health plc annual report and accounts 2014 23 synergy health plc annual report and accounts 2014 2010 2011 2012 2013 2014
04
130
624
778
2010 2011 2012 2013 2014
00
32
73
88
operating proﬁt
£88m
196
revenue
£77 8m
248
strategic report 
regional review
americas
the americas region has continued to show good  
growth in what has been a largely preparatory year we 
have spent time cementing our relationship with north 
shore working on signiﬁcant contracts and making 
management changes to ensure future progress across 
both divisions gains in market share from new contract 
wins will ﬂow into the coming ﬁnancial years as these are 
initiatives that take time to deliver combined reported 
revenue growth for the region was 248 achieving 
£77 8 million 2013 £624 million with an adjusted 
operating proﬁt increase of 196 to £88 million  
2013 £7 3 million
hss revenue this year increased by 320 reaching 
£635 million 2013 £481 million this growth reﬂects 
the impact of the ﬁrst full year of revenues from the sri 
business acquired last year during 2013 we made a 
strategic change to the provider of a low margin legacy 
disposable pack service acquired with the sri business 
the new provider warranted the success of the transition 
but nonetheless revenues reduced by £4 million as 
certain contracts failed to make the transition operating 
proﬁts were unaffected however 
we are gearing up for the full commencement of the 
north shore hss partnership with the opening of our 
new york supercenter in early summer 2015 and expect 
that this deal will prove to be a catalyst for similar 
outsourcing activity in the americas the north shore 
hospital group accounts for 35 of all surgical 
procedures in new york and our contract reﬂects  
the largest outsourcing of instrument reprocessing  
by volume in the world 
we announced earlier this year that we were selected  
as preferred bidder for another large outsourcing contract 
worth approximately 40 million per annum and now 
expect this contract to be signed shortly and begin 
implementation during the summer with a bid book up 
by 40 a strengthened leadership team and the launch 
of synergytrak™ and rfid technologies the us has 
become one of our most exciting markets with prospects 
that bode well for the future
ast delivered consistent reported revenue of £142 million 
2013 £141 million representing a net growth of 02 
over last year a much stronger underlying organic growth 
was masked by the loss of one of our major costa rica 
customers as they withdrew a product from market 
excluding costa rica reported revenue growth was 60 
with efﬁciency and process improvement driving a 91 
adjusted operating proﬁt growth we have now ensured 
that we have a stable diverse customer base across the 
rest of our network with a particular focus on supporting 
the opening of our enlarged saxonburg facility we have 
gained an extremely competitive share in targeted global 
key accounts and have made good inroads implementing 
our global strategy around key multinational account 
retentions we have also considerably strengthened the 
americas ast leadership team in recent months with a 
particular focus on business development and the early 
signs of this investment are being reﬂected in an increase 
in growth
24 synergy health plc annual report and accounts 2014 25 synergy health plc annual report and accounts 2014 2010 2011 2012 2013 2014
110
133
17 4
181
188
2010 2011 2012 2013 2014
22
27
38
39
37
asia  africa 
our asia  africa region continues to make steady 
progress reported revenue this year rose to £188 million 
2013 £181 million representing a growth of 38 on  
a reported basis adjusted operating proﬁts declined to  
£37 million 2013 £39 million but increased by 46  
on a constant currency basis weakness in the margin 
arose from the expansion of the regional senior leadership 
team as well as a change in the mix with a strong increase  
in hss services 
hss showed another year of strong organic growth of 
17 3 on a constant currency basis our patience in this 
area has ﬁnally paid off as we now are making signiﬁcant 
progress towards the opening of three further chinese 
facilities later this year in chengdu wuhan and nanjing 
we have worked to perfect our operations model in the 
country understanding customer requirements and using 
our model of delivering services at a quality and price point 
the customer could not match themselves our sinopharm 
joint marketing venture has also been delivering results in 
china and we are extending this concept to other strategic 
partnerships with major medical device and drug 
distributors in asia in order to build gateways into 
established healthcare markets and to expand hss growth 
regulatory process still hinders our progress however as 
does a lack of brand awareness and the fact that hss 
outsourcing in the region is still in its formative years
ast growth was 66 on a constant currency basis 
growth has been achieved from new contracts in  
thailand and china driven by us multinationals both 
outsourcing their sterilisation requirements and closing 
inhouse facilities 
unfortunately just after the end of the ﬁscal year one of our 
gamma facilities in malaysia suffered a ﬁre that has resulted 
in the loss of the plant for the coming year the losses are 
expected to be fully insured but we are likely to suffer a 
small loss of revenue in the short term we do not expect 
this to adversely impact the ast business’ growth 
outcomes for the full year 
operating proﬁt
£37m
35
revenue
£188m
38
strategic report 
regional review
26 synergy health plc annual report and accounts 2014 27 synergy health plc annual report and accounts 2014 the business continued to progress in 2014 with reported 
revenue growing 53 to £3805 million 2013 £3612 
million and adjusted operating proﬁt increasing by 91  
to £613 million 2013 £562 million excluding currency 
effects underlying revenue growth was 41 with organic 
growth broadly ﬂat adjusted operating margin increased  
by 50 basis points to 161 adjusted basic eps grew by 
76 to 7059p
cash generated from operations before nonrecurring 
items and acquisitionrelated costs increased by 29 to 
£980 million reﬂecting a conversion of adjusted ebitda 
into operating cash ﬂow of 95 good cash generation 
reduced net debt to £147 6 million 2013 £177 3 million 
representing a net debt to ebitda ratio for banking 
covenant purposes of 153 times comfortably within  
our limit of 325 times 
adjusted operating returns on average capital employed  
on an annualised basis increased to 120 2013 116 
adjusted operating proﬁt is stated before amortisation of 
acquired intangibles nonrecurring items and acquisition
related costs
we continue to demonstrate 
the ﬁnancial strength of the 
business through sustained 
margins strong cash 
generation and progressive 
improvement in our return 
on capital employed
strategic report 
financial review 
28 synergy health plc annual report and accounts 2014 11 revenue
reported revenue of £3805 million 2013 £3612 million 
grew by 53 representing an underlying growth rate 
excluding currency effects of 41 over the previous year 
the movement in average currency exchange rates over  
the last year notably a strengthening of the euro against 
sterling against the comparative period has increased 
reported revenue by £42 million reported revenue growth 
excluding the linen business was 86 with reported 
organic growth of 18
underlying revenue excluding currency effects grew by 
41 with the uk  ireland at 22 asia  africa at 69 
and the americas at 245 europe  middle east declined 
by 42 due to a contraction in the netherlands linen 
business our total americas business represented 205 
2013 17 3 of total reported revenue
underlying organic revenue which excludes currency 
effects and the impact of acquisitions was broadly ﬂat  
with growth of 59 in ast offset by a decline in the 
netherlands linen business
12 gross proﬁt
gross proﬁt increased by 107 to £1557 million  
2013 £1407 million representing a gross proﬁt margin  
of 409 an increase of 190 basis points over the  
previous year
13 adjusted operating proﬁt
adjusted operating proﬁt increased by 91 to £613 million 
2013 £562 million representing an adjusted operating 
proﬁt margin of 161 an improvement of 50 basis points 
over last year currency effects have increased reported 
adjusted operating proﬁt by £06 million
14 nonrecurring items
net nonrecurring items and acquisitionrelated costs 
during the period were £33 million £14 million related  
to acquisition transaction fees the most signiﬁcant 
component of this cost was £06 million net of the 
reimbursement of costs under an exclusivity agreement 
relating to an ultimately unsuccessful acquisition within  
the netherlands we have incurred restructuring costs  
of £18 million on the closure of two laundries and two  
wash centres along with the conversion of a hospital 
laundry facility into a care home wash centre
15 net ﬁnance costs 
the group’s net ﬁnance costs totalled £66 million 2013 
£67 million a decrease of 19 the decrease reﬂects 
lower pension charges offsetting a small increase in 
ﬁnancing costs this year we have a higher proportion of 
average ﬁxed debt against the comparative period following 
the issuance of additional private placement notes in 
september 2013 the notes incur a higher funding cost 
than our ﬂoating rate debt finance costs incorporate the 
impact of the amendments to ias 19 employee beneﬁts 
in both the current and prior period
1 income statement
synergy’s income statement is summarised below
table 1 income statement
year ended  
30 march 
2014  
£m
year ended  
31 march  
2013  
£m change 
revenue 3805 3612 53
gross proﬁt 1557 1407  107
administrative expenses 944 845
adjusted operating proﬁt 613 562 91
net ﬁnance costs 66 67
adjusted proﬁt before tax 547 495 106
amortisation of acquired intangibles 85 91
nonrecurring items and acquisitionrelated costs 33 24
proﬁt before tax 429 380
tax 86 7 1
proﬁt for the period 343 309 130
effective tax rate
1
236 229
adjusted earnings per share 7059p 6558p 7 6
earnings per share – basic 5781p 5300p 91
adjusted earnings per share 6966p 6430p 83
earnings per share 5705p 5197p 98
dividend per share 2277p 2070p 100
1
 the effective tax rate is calculated excluding amortisation on acquired intangibles nonrecurring items and acquisitionrelated costs
 restated to reﬂect the amendments to ias 19 employee beneﬁts
29 synergy health plc annual report and accounts 2014 16 adjusted proﬁt before tax
adjusted proﬁt before tax was £547 million 2013 £495 
million an increase of 106 the adjusted proﬁt before 
tax margin increased to 144 2013 137 the prior 
period comparative has been restated to reﬂect the impact 
of ias 19 employee beneﬁts
17 amortisation of acquired intangibles
amortisation of acquired intangibles relates to intangible 
assets identiﬁed on acquisitions being the value of 
customer relationships and brands 
18 tax
the tax charge excluding tax on nonrecurring items and 
on the amortisation of acquired intangibles of £129 million 
2013 £113 million represents an effective tax rate of 
236 2013 229 the increase in the effective tax rate 
over the comparative period primarily reﬂects the reduction 
in the uk corporation tax rate and a change in the 
geographical mix of the group’s proﬁts with a marginally 
higher proportion of proﬁts arising in the us compared  
with the previous year 
19 earnings per share
adjusted basic eps and adjusted diluted eps after 
adjusting for amortisation of intangibles and nonrecurring 
items increased by 7 6 and 83 respectively after 
amortisation of acquired intangibles nonrecurring items 
and acquisition related costs basic and diluted eps 
increased by 91 and 98 respectively as the group’s 
activities in the us increase the group’s effective tax rate is 
expected to edge upwards
undiluted weighted average shares have increased from 
57 8 million to 587 million in the period primarily due to 
the fullyear weighted impact of the placing of 28 million 
shares during 2013
2 dividend
the group’s policy is to increase the total dividend each 
year in line with the increase in underlying earnings  
the board has proposed a ﬁnal dividend of 1420p 
representing an increase on the 2013 ﬁnal dividend of 
109 and bringing the total dividend for the year to 
2277p growth of 100 the ﬁnal dividend will be paid 
subject to shareholder approval on 4 september 2014 to 
shareholders on the register as at 8 august 2014
3 cash ﬂow
the group cash ﬂow is summarised in the table opposite
table 2 cash ﬂow
year ended  
30 march 
2014  
£m
year ended  
31 march  
2013  
£m
adjusted operating proﬁt 613 562
noncash items 420 431
adjusted ebitda 1033 993
working capital movement 53 41
operating cash ﬂow before 
nonrecurring and acquisition
related costs 980 952
nonrecurring and acquisition
related cashﬂow movement 30 26
operating cash ﬂow after 
nonrecurring and  
acquisitionrelated costs 950 926
interest 52 56
tax 102 42
net maintenance expenditure 
on tangible and  
intangible assets 243 225
free cash ﬂow 553 603
net investment expenditure  
on tangible and  
intangible assets 160 258
acquisition of subsidiaries  
net of cash acquired 16 286
purchase of ﬁnancial assets – 08
payment of preacquisition 
liabilities – 61
purchase of treasury shares 30 –
proceeds from share issue 19 242
dividends paid 128 111
financing 147 94
exchange differences 20 05
net increasedecrease in 
cash and cash equivalents 71 32
strategic report 
financial review 
30 synergy health plc annual report and accounts 2014 31 cash generated from operations
cash generated from operations before nonrecurring 
items and acquisitionrelated costs in the year increased 
by 29 to £980 million 2013 £952 million reﬂecting a 
conversion of ebitda into operating cash ﬂow of 95 
2013 96 free cash ﬂow decreased by 83 to £553 
million 2013 £603 million owing to an unusually high 
cash tax refund in the prior year free cash ﬂow after the 
inclusion of investment capital expenditure increased by 
139 to £393 million 2013 £345 million
32 interest
net interest paid was £52 million 2013 £56 million 
broadly in line with the income statement charge after the 
exclusion of the following noncash charges amortisation of 
facility fees ias 19 employee beneﬁts charge and costs 
relating to the unwinding of our cobalt disposal provision
33 tax
tax paid was £102 million 2013 £42 million cash tax is 
in line with the equivalent income tax charge in the income 
statement the prior year tax payment was lower than the 
current year as a result of timing differences on payments 
and a refund of tax paid by leoni studer hard ag prior  
to acquisition
34 net expenditure on tangible and  
intangible assets
the group has increased its investment in new capacity 
during the course of the year as well as continuing to 
upgrade and maintain its existing infrastructure total net 
capital additions of £403 million 2013 £483 million  
were made during the year 
we analyse capital expenditure between ‘maintenance’ and 
‘investment’ expenditure maintenance capital expenditure 
is the capital required to sustain the revenuegenerating 
capacity of the group investment capital expenditure 
enhances the capacity or efﬁciency of the group’s  
capital base
the items of necessary ongoing capital expenditure are 
cobalt60 the radiation source for ast gamma sterilisation 
plants textiles for the linen business and reusable surgical 
products total maintenance capital expenditure was  
£243 million of which £104 million was spent on cobalt 
£93 million on textiles and £46 million on reusable 
surgical products
total investment capital expenditure was £160 million 
2013 £258 million comprising £51 million and £14 
million across the ast and hss estates respectively  
the remaining balance was spent on cobalt primarily  
for the new marcoule facility property plant and 
machinery and it principally on our erp platform  
and synergytraktm development
35 purchase of treasury shares 
on 6 august 2013 the group purchased 270500 treasury 
shares to partially satisfy the exercise of share options 
previously awarded to management under the long term 
incentive plan
36 proceeds from share issue
proceeds from share issues includes £11 million from the 
partner investor in relation to the initial capitalisation of the 
group’s 51 owned subsidiary chengdu synergy health 
laoken sterilization co ltd
37 financing 
the movement in ﬁnancing reﬂects the repayment of debt 
on our multicurrency revolving credit facilities 
4 acquisitions
with effect from 19 december 2013 the group acquired 
the remaining 50 interest it did not own in synergy health 
logistics bv from its partner for a cash consideration  
of €03 million £03 million the fee is payable in two 
installments the ﬁrst on completion and the second  
one year hence
on 31 january 2014 the group acquired genon 
laboratories ltd a specialist food testing laboratory for  
a consideration of £18 million net of cash acquired  
of which £05 million is deferred consideration 
in the previous ﬁnancial year on 6 march 2013 the group 
acquired the capital of bizworth gammarad sdn bhd 
‘bizworth’ a company incorporated in malaysia during 
this ﬁnancial year deferred contingent consideration  
of £01 million was paid in accordance with the  
acquisition agreement
51 net debt
net debt decreased in the period from £177 3 million to 
£147 6 million the decrease in net debt is primarily a result 
of the group’s free cash generation in the period partially 
offset by investment capital expenditure of £160 million 
and dividend payments of £128 million the movement  
in the net debt is reconciled below
table 3 movement in net debt
£m
net debt as at 31 march 2013 1773
free cash ﬂow 553
investment capital expenditure 160
proceeds from share issue 19
acquisitions including acquired debt 16
purchase of treasury shares 30
dividends paid 128
other items 05
exchange rate impacts 64
net debt as at 30 march 2014 1476
31 synergy health plc annual report and accounts 2014 52 funding
the group has in place a ﬁveyear unsecured multi
currency revolving facilities agreement ‘the agreement‘ 
which was signed on 26 july 2011 the agreement has 
been entered into with a group of seven banks and 
comprises a sterling denominated multicurrency facility of 
£105 million and a euro denominated multicurrency facility 
of €130 million on 1 june 2012 the group signed a 
twoyear euro denominated multicurrency facility of  
€18 million with the same covenants as in the july 2011 
agreement this facility expired on 31 may 2014
on 13 september 2012 the group issued a bilateral private 
placement note of €206 million at that time the group also 
put in place an uncommitted shelf facility with the same 
lender allowing it to draw up to 485 million over a  
25year period the ﬁnancial covenants are broadly similar 
to those in the agreement the remaining shelf facility was 
utilised during september 2013 when two further notes 
were issued one for £100 million and a second for  
€251 million
the group remains comfortably within the ﬁnancial 
covenants set out in the agreement
the debt is split between sterling euros and us dollars 
with the currency mix and level of ﬁxed interest debt within 
each currency as follows
table 4 composition of gross debt as  
at 30 march 2014
level of  
debt £m 
level of  
ﬁxed interest 
debt  
sterling 376 39
euros 764 49
us dollar 670 31
total 1810 41
the euro denominated debt which is predominantly held 
in the uk is held to hedge the group’s euro denominated 
net assets excluding goodwill and intangibles of €1611 
million the us dollar denominated debt is held as a  
hedge of the group’s us dollar denominated net assets 
excluding goodwill and intangibles of 127 4 million  
as at 30 march 2014 41 of the total debt was held  
at ﬁxed rates of interest
6 pensions
the group operates three ﬁnal salary schemes in the  
uk one in the netherlands two in germany and one  
in switzerland the group also operates several deﬁned 
contribution schemes
in the uk the group is required to maintain a ﬁnal salary 
pension scheme for employees who have transferred from 
the nhs which has to be acceptable to the government 
actuary’s department with the exception of nhs 
transferees the group’s deﬁned beneﬁt schemes are 
closed to new entrants and future accruals active members 
have been transferred to deferred status and invited to join 
the group’s uk deﬁned contribution scheme
at 30 march 2014 the net liability arising from our deﬁned 
beneﬁt scheme obligations was £169 million 2013 £160 
million on a pension scheme asset base of £598 million 
an increase in the deﬁcit from the previous year end is 
primarily due to an increase in liabilities that is not offset  
by a corresponding increase in the asset base
table 5 deﬁned beneﬁt pension schemes
year ended 
30 march 
2014 
£m
year ended  
31 march 
2013 
£m
synergy healthcare plc 
retirement beneﬁts scheme 25 24
shiloh group pension 
scheme 26 25
vernon carus limited pension 
and assurance scheme 85 79
isotron bv pension and 
assurance scheme 18 18
synergy health daniken 
switzerland 08 09
synergy health radeberg and 
alleshausen germany 07 05
balance sheet liabilities 169 160
gavin hill 
group finance director 
4 june 2014
strategic report 
financial review 
32 synergy health plc annual report and accounts 2014 risk assessment
identify
assess
mitigating actions
review
risk committees
audit committeesenior executive board
plc board
review
our risk management strategy aims 
to provide a continously improving 
increasingly proactive and embedded 
risk management capability across 
the whole organisation
strategic report 
principal risks and uncertainties 
given the scale of our business the board of directors 
recognises that the scope and potential impact of our key 
business and strategic risks are subject to constant change 
as a result the board has implemented the necessary 
framework to ensure that it has sufﬁcient oversight of the 
group’s key risks the board also has the opportunity to 
regularly review the adequacy and effectiveness of our 
mitigating controls and strategies
during the year the board has also considered the nature 
and level of risk that it is prepared to accept in order to 
deliver our business strategies and has reviewed our 
internal risk appetite
risk management at synergy health plc
risk management supports the group’s vision to build 
a lasting reputation and our core values by
  building and protecting the group’s reputation by 
championing a responsible approach to business
  achieving brand and business resilience supported by 
effective risk management
  developing the culture and capability across the group 
to manage changing risks and opportunities and
  ensuring the safety and wellbeing of employees and 
others who could be affected by our business activities
the board has the ultimate ownership of risk management 
with responsibilities cascaded into the organisation through 
the regional and functional leadership teams 
the risk management strategy enables and supports  
each service division and region to identify and manage  
its own risks this is accomplished by embedding 
risk management into the culture of the group and 
translating risk management into operational ownership 
deﬁning clear responsibilities and measuring risk 
management performance
risk management reports regularly to the plc board 
senior executive board seb and audit committee
principal risks and uncertainties
our risk management strategy seeks to address the risks 
and opportunities associated with the group’s strategic 
plan as part of the continuous review and enhancement 
of the group’s risk management systems a framework 
setting out how the group identiﬁes responds and reports 
on risk performance has been implemented this strategy 
translates into clear operational objectives the ownership 
of risks and performance measurement
following the development and implementation of the 
major risk review the focus through the last year has been 
on developing and establishing regional and functional risk 
groups and registers each business division region and 
group function is responsible for owning and managing 
risks within their area of responsibility
the regional and functional risk registers are monitored and 
reviewed by the senior executive board to ensure effective 
ongoing identiﬁcation assessment mitigation and reporting 
of risks to the group
the board considers that the tables overleaf show the 
principal risks to achieving its strategic aims
33 synergy health plc annual report and accounts 2014 key risk and uncertainty mitigation
expanding the business internationally
business 
retention and 
expansion
uncertainty surrounding the resilience of  
the global economy continues to present 
challenging trading conditions cost cutting in 
healthcare sectors and the ongoing economic 
constraints continue to provide uncertainties 
but also opportunities for the group
despite the ongoing challenges we are committed to investing in our 
mature and emerging markets to maintain and increase market share 
to ensure market leadership
where there are opportunities to expand and innovate we will do 
so based on a full understanding of the risks and opportunities
cost leadership service levels and quality continue to be key 
differentiators in the healthcare market and the group continues 
to attract and retain business
acquisition risks
as the group has continued to grow through 
acquisition the risk of inheriting legacy liabilities 
and debts remains a key uncertainty existing 
exposure includes workers’ compensation 
liabilities attached to the former sri business 
and legacy employee compensation claims for 
noiseinduced hearing loss
the risks associated with potential acquisitions are mitigated through 
extensive due diligence checks to ensure that opportunities for 
strategic growth are balanced against ﬁnancial risks the group 
is proactively managing existing workers’ compensation claims
integration planning following acquisition has been reviewed and 
enhanced in order to identify and address safety issues
compliance
the group operates across a number of 
territories with different laws and codes in 
addition regulation particularly relating to the 
environment safety and corporate governance 
is subject to change with increasingly higher 
levels of compliance required
keeping pace with and understanding  
the changing requirements of local legislation 
across the regions is essential to achieving 
compliance
mitigation depends on ensuring that the regions have ownership of 
local compliance supported by risk management oversight to ensure 
that legislative changes are highlighted and effectively implemented
the creation of the regional risk manager roles has further enhanced 
our ability to monitor and respond effectively to changing compliance 
requirements
the group’s aim is to ensure that our policies and standard  
operating procedures set best practice thereby ensuring  
compliance with legislation
focusing on high valueadded services
it infrastructure
information technology is an integral part of 
synergy’s business and operational systems
the failure of key it systems would have 
signiﬁcant impacts on business performance 
the increasing threat of cyberattack and the 
vulnerabilities of the cloud in this respect are 
included in the group’s major risk review
mitigation is being achieved through the strengthening of it resource 
and the implementation of projects to address risks associated with 
legacy systems
the key aim of these projects is to ensure that critical systems can be 
fully supported are sustainable and provide scalability as the business 
continues to grow the projects also offer added value through 
improving consistency and cost leadership
it systems and procedures are in place to support business  
continuity through the secure backing up of data and ensuring 
information security
quality 
standards 
compliance
the group provides services to highly 
regulated markets which operate to a range 
of internationally recognised quality standards 
our business also relies on maintaining the 
highest level of quality assurance to protect 
patient safety
failing to meet quality standards would  
have a signiﬁcant impact on our business  
and reputation
mitigation of these risks is dependent on having clearly established 
quality control processes in place together with ongoing review and 
procedures for implementing corrective actions where issues or 
improvements are identiﬁed
the group has a welldeveloped quality assurance structure  
the group adopts an approach of continuous improvement  
of its quality assurance procedures
strategic report 
principal risks and uncertainties continued
34 synergy health plc annual report and accounts 2014 key risk and uncertainty mitigation
deriving competitive differentiation through our people
loss of 
knowledge and 
expertise
the group has built its reputation on providing 
expertise across a range of specialist 
outsourced services the group differentiates 
itself by offering exceptional support to its 
customers and this demands that the group 
attracts and retains people of the highest 
calibre across its businesses
although employee turnover is very low the 
impact of losing knowledge and experience 
from the group is still considered sufﬁcient  
for this to remain a key risk
mitigating this risk through providing an attractive and stimulating 
working environment with opportunities for individuals to develop 
ensures that the group is well placed to continue to grow successfully 
in both existing and new markets
the group has wellestablished graduate leadership and personal 
development programmes and has implemented a global employee 
performance review system
loss of key 
person
the group chief executive ofﬁcer and other 
key individuals are integral to the business the 
loss of any of these key people could impact on 
shareholder value and the future success of 
the business
whilst it is difﬁcult to fully mitigate the consequences of losing leaders 
and others who might be viewed by stakeholders as being essential 
to the business the group aims to reduce the potential impact on the 
group through succession planning and maintaining a strong senior 
management team
cost leadership
financial control 
and reporting
the global nature of the group and its  
markets necessitates robust ﬁnancial  
control and reporting regional tax regimes 
and currency markets present additional 
complexities accurate ﬁnancial reporting  
and analysis is essential to ensuring that 
ﬁnancial performance and longterm 
shareholder value remain on track
mitigation is primarily based on ensuring that the group invests in  
and retains employees with comprehensive ﬁnancial and regional 
experience the group’s recruitment and leadership programmes 
are an important element of recruiting and developing the right talent 
local professional advisors who have worked with the group over 
a number of years provide additional assurance that regional 
requirements are fully complied with
the implementation of our new global ﬁnancial reporting tool has 
remained on track providing enhanced ﬁnancial reporting and 
cost leadership
the ﬁnancial performance of regional business units against the 
group’s strategic objectives is subject to regular peer review through 
the regional management structure
internal 
investment
major projects and other internal investments 
are equally critical to meeting the group’s 
strategic objectives and failure to achieve 
planned returns on investment or to deliver 
projects on time or agreed scope can have 
ﬁnancial operational commercial and 
reputational impacts
projects and internal investments are based on robust business cases 
these must clearly identify the associated risks and are subject to 
critical review and approval the group applies its established risk 
review processes to all major projects to ensure that risks are 
identiﬁed evaluated and reviewed through the life of the project
commodities
the cost of energy and global demand for raw 
materials can be subject to sudden change 
and are inﬂuenced by geopolitical unrest and 
natural catastrophes the economic climate 
also continues to be challenging in respect of 
prices and margins across all business sectors 
and associated logistics services
mitigation includes energy management programmes and strategic 
commodity procurement in order to ensure continuity of essential 
supplies and effective cost management process innovation and 
quality are essential to the group continuing to differentiate itself 
against its competitors
35 synergy health plc annual report and accounts 2014 key risk and uncertainty mitigation
operational risks
business 
continuity
a loss of operational capacity due to the 
unexpected failure of one or more facilities  
is potentially signiﬁcant consequently 
stakeholders’ expectations regarding  
business continuity planning are increasingly 
critical elements of their assurance and 
contractual requirements
mitigation is achieved through the continuing development review and 
testing of business continuity planning in addition to meeting required 
safe working ﬁre safety and maintenance requirements all facilities 
have localised emergency response plans in place which aim to 
minimise any disruption caused by incidents or plant failures
the risk management team also works in close partnership with 
insurers and other partners to continually review and enhance 
business continuity and disaster recovery plans
fire safety
the principal property risk is ﬁre within a linen 
facility owing to an abundance of fuel sources 
a laundry ﬁre has the potential to quickly 
escalate into a major conﬂagration leading  
to a safety hazard and loss of property  
and equipment
fire safety in the applied sterilisation 
technologies division could also cause 
signiﬁcant ﬁnancial loss and business 
continuity impacts
mitigation relies on high standards of housekeeping and ﬁre protection
the group has comprehensive ﬁre safety procedures and works 
closely with the ﬁre authorities and insurers to identify and control 
ﬁre hazards
fire risks and controls across ast are subject to global review
health and 
safety
failure to maintain a safe environment which is 
attributable to a failure of our health and safety 
management systems could result in a major 
incident or fatality this would impact on 
colleagues and other stakeholders as well  
as on our reputation
robust health and safety systems are a priority the board is 
committed to creating and maintaining a safe environment and 
regularly reviews and challenges health and safety performance 
standards and targets across our business
compliance with health and safety standards is monitored across the 
group through an assurance process of selfassessments and health 
and safety audits with issues reported to the senior executive board 
where necessary
environmental or 
ethical failure
the impact from a major environmental or 
ethical failure corporate fraud or material 
noncompliance with legislative or regulatory 
requirements would be damaging to synergy 
health’s reputation and brand 
the business is committed to carrying on our business ethically and 
in line with good business practices
our commitment to sustainability remains a key value and where 
possible we integrate sustainable policies into our business models 
and our property logistics and distribution strategies
strategic report 
principal risks and uncertainties continued
36 synergy health plc annual report and accounts 2014 health and safety
the synergy health plc board and seb are fully committed 
to providing a safe workplace and managing risk the safety 
of our colleagues customers and other people who may be 
affected by our activities remains a key priority 
although the group has had extensive safety procedures 
in place for many years we constantly strive to improve and 
adopt an approach of continuous review and enhancement 
this has led to a number of initiatives including the 
implementation of a webbased risk management 
information system online incident reporting the ongoing 
development of global safety standards and associated 
assurance programme 
over the last year a groupwide safety campaign ‘focus on 
safety’ has been conceived developed and implemented 
to support the launch of the new safety systems reﬂect 
the group’s commitment to safety and be the lasting 
internal ‘brand’ for promoting safer working our safety 
culture and future safety initiatives making focus on 
safety our priority helps to achieve our aim of preventing 
and reducing accidents
an effective health and safety communication strategy 
is critical to our success and this has included key 
safety≈messages from the group chief executive ofﬁcer 
regional leadership and business management teams being 
communicated through the business we have carried out 
a safety survey of all employees globally and engagement 
with health and safety is being driven through new initiatives 
including the launch of the annual ceo safety award
incidents and claims
in spite of health and safety management procedures 
and safe working systems being in place a small number  
of accidents incidents and claims are inevitable minor 
accidents including slips trips and falls cuts and lacerations 
are the leading cause of injuries to employees and the 
risk management team is continuing to work on further 
reducing the risk of injuries and ill health
claims management has been a particular focus area  
with the team working closely with insurers to enhance 
investigation defensibility and management of claims 
in order to reduce costs and claims experience
risk ﬁnancing
the group ensures that all relevant insurance cover is 
maintained and has completed our objective to carry out 
a full strategic review of risk ﬁnancing within three years of 
implementing the global programme with effect from april 
2014 all of the group’s operations will be included in the 
global insurance programme with appropriate local policies 
in place where required
code of ethics 
the group is committed to carrying on our business 
ethically and in line with good business practices the 
group maintains a strict code of ethics and subsidiary 
anticorruption gifts and corporate hospitality policies 
which are available to all employees the group has 
continued to deliver bribery act training across the business 
using a range of taught and elearning training materials 
whistleblower reporting arrangements are also maintained
risk management strategy 201415
the risk management strategy aims to provide a 
continuously  improving increasingly proactive and 
embedded risk management capability across the 
organisation this is based on devolving ownership of 
risks to the relevant operational and functional teams 
and developing globally consistent safety standards 
systems and assurance processes
the beneﬁts and importance of robust and proactive 
risk management are clear with risk management enabling 
the group to achieve our strategic objectives and protect 
and enhance our assets including our reputation 
37 synergy health plc annual report and accounts 2014 strategic report 
corporate social responsibility
at synergy health we recognise the importance of 
corporate social responsibility csr and understand 
that we have an obligation to run our business in a 
responsible and sustainable way for all our stakeholders 
we are committed to upholding the highest professional 
and ethical standards and we encourage and support all 
our people in having a positive impact in everything they 
do whether it is in the workplace or the local community 
we recognise the importance of managing daytoday 
activities in a responsible way being accountable for the 
impact of all operational activities on the environment and 
on those around us and creating a working environment 
in which our colleagues can ﬂourish our regional teams 
incorporate csr within their roles and responsibilities
we categorise our csr efforts into the following three areas
  caring for our people
  caring for tomorrow
  caring for our stakeholders
caring for our people 
employee training and development
our success is based on being able to attract develop  
and retain talented people at every level of the organisation 
we have a proven track record of developing careers and 
helping employees fulﬁl their potential this provides an 
exciting environment for ambitious people and is central 
to attracting talented individuals our approach is focused 
on developing and enhancing the leadership and 
management capability of the entire organisation
synergy continues to invest in its graduate programme 
established in 2008 our graduates perform a variety 
of roles over a twoyear period and report to a senior 
manager to ensure they receive the necessary development 
a number of employees in senior and middle management 
positions were recruited through this programme
employee engagement 
regular twoway communication with our employees  
is vital in ensuring that we all share common goals and 
values foster innovation and deliver service excellence 
we have a number of systems in place that enable us to 
understand the opinions of our employees our annual 
employee engagement survey is a useful tool for feedback 
and we also hold employee forums and works councils 
within the group we continue to utilise an internal social 
media platform to communicate company achievements 
our daily challenges insights into the different business 
units and access to thought leadership across the 
business 
diversity
our policy is to recruit the best available people who are 
aligned with and embody our core values of innovation 
accountability achievement and integrity and these 
values apply throughout the group regardless of seniority 
of position synergy is committed to equality judging 
applications for employment neither by race nationality 
gender age disability sexual orientation nor political bias 
we passionately believe that our future success is 
dependent on attracting and retaining people from a 
crosssection of our communities and in doing so we 
will create competitive advantage for synergy our recent 
growth in asia and the americas has helped diversify our 
senior leadership community
we promote a supportive and inclusive culture for all our 
employees and third party business partners however 
we also recognise that there is a need to create the right 
environment to support our diversity strategy the senior 
leadership team continues to look at developing our 
business to improve its attractiveness to new recruits 
as well as to provide support networks for minority 
groups to positively support their personal development
our values
achievement – we believe our success comes from our 
focus on exceeding expectations and our commitment to 
go that extra mile however small the difference may seem
accountability – we take personal responsibility for our 
actions and are equipped to take the right course of action
integrity – we believe that the way we work is as important 
as what we do we care deeply about the quality of our 
work and inspire trust by delivering on promises
innovation – we achieve the best possible results by 
working with customers to develop new ways of solving 
problems and reducing risk
healthcare4africa
synergy health donated over 120000 bottles of assure
hand sanitisers to healthcare4africa a ukbased charity 
involved in the delivery of medical aid to people in great 
need this donation has been distributed to regional 
hospitals and local health posts in ghana 
mr leonard torsu a director of healthcare4africa said
“this donation will make an important contribution to 
improving the public health of the beneﬁciaries simple
steps to improve hand hygiene can make a signiﬁcant 
impact in reducing the spread of infection we hope to 
build a long lasting partnership with synergy health
working together to support african healthcare needs”
38 synergy health plc annual report and accounts 2014 ethics
our ethics policy can be found online at www
synergyhealthplccominvestorrelationscodeofethics
caring for tomorrow
synergy is committed to taking reasonable actions to 
minimise the risk of adverse impact on the environment 
from our business as a consequence of the services we 
supply to the healthcare market the demand for energy  
in our business is high however we continue to reduce 
carbon emissions and our environmental impact per unit  
by striving for greater energy efﬁciency 
energy and carbon reduction
synergy’s utility consumption has decreased by 05 in the 
past year due to our continuing focus on energy efﬁciency 
there has been a reduction in electricity consumption of 
108 and a reduction in gas consumption of 034 
there has been an increase in the use of oil but this forms 
only 056 of total energy consumed by the group
total mwh in thousands 
2013 2014
gas 177802 177194
electricity 70037 69281
oil 1317 1376
total 249156 247851
our initiatives in this area include
  energy efﬁcient lighting for new and existing installations
  heat recovery and ﬂash steam recovery systems
  voltage optimisation technology at pilot sites in the uk
  installation of combined heat and power technology at a 
number of sites with feasibility studies running at others
  exploring solar power generation in the uk as an 
alternative energy source to reduce purchased energy 
and our carbon footprint
data on the group’s carbon emissions is shown on page 72 
of the directors’ report
transport pollution
our delivery network is important to the service we offer  
our customers especially where we directly serve hospital 
customers each of our facilities has an objective to provide 
our logistics services as efﬁciently as possible reducing the 
impact of vehicle pollution to achieve this we continued 
our programme to electronically monitor driver fuel 
efﬁciency and we have broadened our focus on route 
management improving efﬁciencies 
caring for our stakeholders
our business depends on healthy relationships with 
customers business partners and suppliers we build and 
nurture strong relationships that are mutually beneﬁcial  
we make sure that we understand the needs of the people 
we deal with so that we can anticipate their requirements 
and always aim to exceed their expectations 
our relationships with our customers grow through delivering 
service excellence open and honest communication and 
building trust our success in this area is demonstrated by 
the longterm relationships we have fostered with customers 
around the world
quality management
synergy health is heavily regulated by international 
healthcare standards and our facilities are certiﬁed to the 
applicable standards by internationally recognised notiﬁed 
bodies across all regions regulatory bodies such as the 
us fda and mhra routinely inspect us and all our 
facilities across all regions have implemented effective 
quality management systems maintained by fulltime 
quality professionals we take pride in the level of 
compliance we achieve and this is valued by our hospital 
customers and the many multinational healthcare medical 
device manufacturers that use our services
we have a pool of technical expertise within our 
management team and we harness this expertise using 
technical working groups so that we can continue to develop 
and improve our quality management system in addition 
this expertise can be called upon to help ﬁnd solutions for 
customers in relation to the processing of their products 
during the year we have introduced two major computer 
software systems in our ast and hss business units 
which will improve the quality of our systems and enhance 
our service offering 
financial responsibility
we expect our shareholders to receive fair reward for our 
business performance we demonstrate cost leadership 
and carefully manage our own and our customers’ costs 
we manage ﬁnancial risk systematically and communicate 
our ﬁnancial performance in a clear concise manner 
securing fair reward for our shareholders allows us to invest 
in the future of the group reward our investors and satisfy 
our suppliers and lenders appropriately 
as a public company we proactively communicate our 
ﬁnancial performance and future expectations in a clear 
and concise manner managing this ﬂow of information 
helps ensure that we are valued fairly in the market we 
understand the importance of maintaining relationships 
with the ﬁnancial community that are built on trust 
including with investors analysts and the ﬁnancial media 
we seek investor feedback throughout the year both 
informally through our investor relations team as well as 
through investor roadshows and onetoone sessions with 
our ceo and cfo 
our next annual general meeting to be held on 23 july 
2014 will provide an opportunity for shareholders to raise 
questions to the board we will continue to communicate 
regular formal updates during the course of the year 
including ﬁnal and interim results interim management 
statements and trading updates 
our policy is to recruit the best 
available people who are aligned 
with and embody our core values  
of innovation accountability 
achievement and integrity
39 synergy health plc annual report and accounts 2014 dear shareholder 
on behalf of the board i am pleased to present the corporate governance report 
for the ﬁnancial year ended 30 march 2014 the board as always is committed  
to maintaining the highest standards of corporate governance
this report sets out the framework of governance and the approach the board of 
synergy health plc has taken during 2014 to achieve and maintain the standards  
of good corporate governance for which it is accountable and which the group’s 
shareholders expect
the year has seen considerable changes to narrative and remuneration reporting 
regulations and we have identiﬁed in the report how the board has met the 
requirements of these new regulations we also conﬁrm the group’s compliance 
with the principles and provisions set out in the revised requirements of the uk 
corporate governance code ‘the code’
our corporate governance framework enables effective and efﬁcient decision 
making and ensures that there is the right balance of skills and experience to assess 
and manage the risks in the international markets in which the group operates 
this year in line with corporate governance best practice the group has engaged 
lintstock ltd to undertake an external evaluation of the performance of the board 
further details of the evaluation are set out on page 46
we have strengthened the board with the appointment of jeff harris as the senior 
independent director who brings to the board signiﬁcant corporate governance 
experience we will be making a further nonexecutive director appointment in  
the near future to expand the current skills of the board
this corporate governance report is structured in order to demonstrate to 
shareholders that the board has complied in all respects with each section  
of the code during 2014
remuneration is dealt with in the separate directors’ remuneration report
sir duncan nichol
chairman 
4 june 2014
governance 
chairmans introduction to governance 
40 synergy health plc annual report and accounts 2014 41 synergy health plc annual report and accounts 2014
our governance framework 
sir duncan nichol 
nonexecutive chairman
dr richard steeves 
group chief executive 
ofﬁcer
gavin hill 
group finance director
dr adrian coward
group chief operating 
ofﬁcer 
jeff harris
senior independent 
director 
constance baroudel
nonexecutive director
liz hewitt
nonexecutive director
the board of directors membership as at 4 june 2014 
meetings held during the year 13
for full biographies turn to page 42
liz hewitt
committee chairman 
jeff harris constance baroudel
audit committee membership as at 4 june 2014
meetings held during the year 4
constance baroudel
committee chairman 
sir duncan nichol jeff harris
liz hewitt
remuneration committee membership as at 4 june 2014
meetings held during the year 6
sir duncan nichol 
committee chairman
jeff harris constance baroudel
liz hewitt
nomination committee membership as at 4 june 2014
meetings held during the year 2
for full biographies turn to page 42
for full biographies turn to page 42
the senior executive board seb is the key management committee and comprises
dr richard steeves
group chief executive 
ofﬁcer
gavin hill
group finance director
dr adrian coward
group chief operating 
ofﬁcer
tim mason
group company secretary
andrew mclean
president ast americas
niclas olsson
ceo asia  africa
ray reilly
group hr director
senior executive board membership as at 4 june 2014 
meetings held during the year 7
for full biographies turn to page 42
ac
rc
nc
seb
1
2
3
1 chairman 1 142
2 executive 3 429
3 nonexecutive 3 429
board composition 
gender ratios 
how we govern the company
our governance structure comprises the functions shown below 
supported by the group’s standard policies and controls which are 
described on the following pages in more detail
1
2
1 male 5 714
2 female 2 286 constance baroudel
nonexecutive director
constance was appointed to the board 
as a nonexecutive director in 
september 2010 and is chairman of 
the remuneration committee and a 
member of the audit and nomination 
committees she is currently the 
managing director of the solution 
business at de la rue plc prior to de 
la rue she was a senior consultant for 
strategic decisions group constance 
attended l’institut d’etudes politiques 
de paris where she majored in 
corporate finance and international 
relations constance also has an 
msc in international accounting 
and finance from the london school 
of economics
governance 
board of directors 
rc ac nc rc ac nc
liz hewitt
nonexecutive director
liz was appointed to the board as a 
nonexecutive director in september 
2011 and is chairman of the audit 
committee and a member of the 
remuneration and nomination 
committees she is also a non
executive director of novo nordisk 
as a nonexecutive director of 
melrose industries plc and an 
external member of the house of 
lords audit committee she was 
previously a nonexecutive director 
of an nhs trust and a trustee of 
cancer research uk liz has 
extensive experience in ﬁnance 
healthcare and private equity having 
worked at cvc 3i group plc and 
smith  nephew plc she is a 
chartered accountant and has a 
degree in economics from university 
college london
seb
dr adrian coward
group chief operating ofﬁcer
adrian joined the group in 2004 as 
director of it and was later appointed 
managing director for the uk hss 
division adrian previously worked for a 
scientiﬁc and it consultancy company 
providing solutions to engineering and 
rd companies adrian has a bsc 
in mathematics and a phd in applied 
mathematics adrian was appointed 
ceo uk  ireland in june 2010 before 
taking up the role of group chief 
operating ofﬁcer in march 2014
dr richard steeves
group chief executive ofﬁcer
richard founded the business in 1991 
and was appointed chief executive 
ofﬁcer in 1992 previously he was 
corporate development manager for 
braithwaite plc a plant hire company 
and associate consultant with strategic 
consultants lek consulting richard 
has a phd in biochemistry from st 
john’s college cambridge and a bsc 
1st class hons in human physiology 
from the university of british columbia 
in vancouver canada richard was 
recently appointed nonexecutive 
chairman of toumaz plc a uk 
semiconductor company focusing 
on digital radio connected audio 
and wireless healthcare
gavin hill
group finance director
gavin joined synergy health as group 
finance director in april 2010 he was 
previously director corporate finance 
for serco group plc following a 
number of divisional ﬁnance director 
and commercial roles prior to serco 
gavin worked for syngenta ag and 
astrazeneca plc in both finance 
and corporate treasury gavin is a 
chartered accountant and associate 
member of the association of 
corporate treasurers gavin is also 
a trustee of the group’s three deﬁned 
beneﬁt pension schemes
seb
sir duncan nichol
chairman
sir duncan became a nonexecutive 
director in november 2002 he was 
chief executive of the national health 
service management executive 
between 1989 and 1994 a non
executive director of bupa between 
1994 and 2002 and a nonexecutive 
director at the christie nhs 
foundation trust between 2008 and 
2012 sir duncan is currently 
chairman of lorica employee beneﬁts 
ltd chairman of the countess of 
chester nhs trust and a non
executive director of deltex medical 
group plc and ukas he is also 
chairman of skills for justice and 
the academy for healthcare science 
he is chairman of the nomination 
committee and a member of the 
remuneration committee sir duncan 
was appointed as chairman of the 
board in june 2012
rc nc seb
jeff harris
senior independent director
jeff was appointed to the board as 
senior independent director in 
september 2013 jeff read zoology 
at southampton university and is 
a chartered accountant he joined 
unichem a cooperative uk 
pharmaceutical wholesaler in 1985 as 
chief accountant and worked his way 
up to be chief executive and then 
chairman of alliance unichem plc 
during that time the cooperative 
became a plc and ﬂoated on the 
london stock exchange jeff has 
served on a number of boards as 
a nonexecutive director senior 
independent director and chairman 
including filtrona plc now essentra 
plc cookson plc w h smith plc 
bunzl plc and associated british 
foods plc he has also served as 
the chairman of trustees for various 
charities
rc ac nc
42 synergy health plc annual report and accounts 2014 board key
rc
 
remuneration committee
ac
 
audit committee
nc
 
nomination committee

 
committee chairman
seb
 
senior executive board
changes to the synergy 
health plc board of 
directors in 2014 
  sir duncan nichol will 
continue as chairman
  dr richard steeves will 
continue as group chief 
executive ofﬁcer
  dr adrian coward was 
appointed group chief 
operating ofﬁcer with effect 
from 31 march 2014
  jeff harris was appointed 
senior independent director 
with effect from 
1 september 2013
seb
niclas olsson
ceo asia  africa 
niclas was appointed ceo of the asia 
 africa region in june 2012 niclas 
worked for the getinge group for 10 
years in a variety of management 
positions culminating in ﬁve years  
as president of getinge china his 
speciality is infection control in 
emerging markets with experience  
in eastern europe india south east 
asia and china prior to joining 
getinge he was marketing director  
for sanminasci a world leading 
outsourcing company and business 
area manager industrial automation 
for mannesman rexroth in sweden 
niclas has a mechanical engineering 
degree and is a graduate of the 
university of lund
andrew mclean
president ast americas
andrew holds the dual role of  
vice president ast business 
development and president ast 
americas andrew joined synergy 
health in june 2013 from becton 
dickinson and previously pﬁzer 
during his employment with both 
organisations andrew’s career 
spanned multiple global geographies 
and business leadership roles  
andrew holds a bachelor’s degree  
in economics a masters of 
management and an mba  
from macquarie university in  
sydney australia
seb
tim mason 
group company secretary
tim joined the group in september 
2009 he was previously group 
company secretary of compass group 
plc as well as being director and 
company secretary of their uk  
ireland holding company previously 
tim held senior corporate secretariat 
positions with hp bulmer holdings plc 
amec plc and grand metropolitan plc 
tim is a fellow of the institute of 
chartered secretaries and 
administrators and holds an  
ma in professional administration  
tim is also secretary of the  
companys audit remuneration  
and nomination committees and 
chairman of trustees for each of 
the group’s three deﬁned beneﬁt 
pension schemes
senior executive board 
ray reilly
group hr director
ray joined synergy health in july 
2012 as part the sri surgical express 
inc acquisition in the americas in 
may 2014 ray was promoted to the 
position of executive vice president 
global human resources he was 
previously employed in regional 
human resource roles with sodexo  
as well as healthcare operations 
management roles with both sodexo 
and marriott management services 
ray holds a bachelors of science 
degree in hotel restaurant and 
institutional management from indiana 
university of pennsylvania and a 
masters of science in human 
resources and industrial relations 
from saint francis university
seb
seb
43 synergy health plc annual report and accounts 2014 the role of the board
the board is the principal decision making forum for the group 
providing entrepreneurial leadership both directly and through its 
committees as well as delegating authority for the daytoday 
management of the group to the seb
the board is responsible for organising and directing the affairs of the 
group in a manner most likely to achieve success for the beneﬁt of its 
shareholders the board is accountable to the shareholders for
  setting the group’s strategic objectives
  the creation and delivery of strong sustainable ﬁnancial and 
operational performance
  ensuring that in carrying out its duties the group’s legal and 
regulatory obligations are being met and
  ensuring that the group operates within appropriately established 
risk parameters
the group’s ukregulated entities are accountable to the financial 
conduct authority ‘fca’
uk corporate governance code compliance
the board is committed to the highest standards of corporate 
governance set out in the code and is accountable to the company’s 
shareholders for good governance this report describes how the board 
has applied the main principles of good governance set out in the code 
during the year under review
compliance statement
the directors are of the opinion that the company has been in 
compliance with the principles of the code up to the date of this  
report except where any noncompliance is disclosed and explained
the company’s auditor kpmg llp  is required to review whether the 
above statement reﬂects the company’s compliance with the provisions 
of the code speciﬁed for their review by the listing rules of the uk 
listing authority and to report if it does not reﬂect compliance no such 
report has been made by kpmg llp 
the following statements set out the principles and methods to which 
they adhere
the statement of directors’ responsibilities in respect of the annual 
report and the ﬁnancial statements is set out in the directors’ report  
on page 74
the board
as at 30 march 2014 the board of directors was made up of  
six members comprising a nonexecutive chairman who was 
independent on his appointment three further nonexecutive  
directors and two executive directors
on 25 july 2013 following consultation with a number of major 
shareholders it was announced that dr richard steeves groupchief 
executive ofﬁcer would succeed sir duncan nichol as nonexecutive 
chairman of the group upon sir duncan nichol’s retirement on 31 
march 2014 and that dr adrian coward would take over as group chief 
executive ofﬁcer however due to the expanding opportunity for the 
growth in outsourced hospital sterilisation services in the us the board 
has decided that dr richard steeves should defer his move from group 
chief executive ofﬁcer to chairman and sir duncan nichol should 
similarly delay his retirement
dr adrian coward who was regional ceo for the uk  ireland region 
will now take on a broader role as group chief operating ofﬁcer for the 
group as a whole and joined the board with effect from 31 march 
2014 notwithstanding that sir duncan nichol has been a non
executive director since november 2002 the board believes  
sir duncan nichol is independent for the purposes of the code  
he brings to the board signiﬁcant experience of the wider health  
sector and by his conduct has displayed the highest corporate 
governance standards finally the board believes that sir duncan 
nichol will play a pivotal role in the development and succession 
planning of the board particularly given the relatively recent 
appointments to the board whilst not directly involved in the 
discussions surrounding the potential appointment of dr richard 
steeves as his successor in the role of chairman sir duncan nichol 
was involved in the discussions surrounding the potential replacement 
of dr richard steeves by dr adrian coward as ceo designate with 
effect from 1 september 2013 jeff harris was appointed as a  
nonexecutive director and senior independent director
schedule of matters reserved for the board
the board has a formal schedule of matters reserved to it for decision 
which it reviews and agrees annually but also delegates speciﬁc 
responsibilities to a senior committee the seb and certain board 
committees speciﬁc responsibilities reserved for the board include
  setting and amending the group’s overall business strategy strategic 
business plan and the annual operating budget
  approval of the annual report and ﬁnancial statements interim 
dividends and recommendation of the ﬁnal dividend
  approval of any changes to the company’s capital structure 
including the raising of additional capital and the purchase of the 
company’s shares
  approval of any signiﬁcant changes in accounting policies or 
practices
  approval of contracts with annual revenue in excess of £5 million
  approval of any investment or disposal of the share capital of another 
company greater than 5 of the company’s market value
  approval of the acquisition of assets with a consideration in excess 
of £10 million and any disposal of assets greater than £25 million
  approval of any capital expenditure in excess of £10 million
  major changes in the rules of the company pension schemes 
or changes of trustees or fund management arrangements
  approval of changes to the employee share and other incentive 
schemes and the allocation of executive share options
  all stock exchange related issues including approval of 
communications to the stock exchange
  establishing board membership and powers including the 
appointment and removal of board members and the group 
company secretary
  establishing terms of reference and membership of the  
board committees
  approval of all related party transactions
  setting the remuneration of the auditors and making 
recommendations for the appointment or removal of auditors
  approving any major changes in policy with respect to risks covered 
by insurance
  approving all treasury matters including the setting of policies to 
enter into contracts that are not in the ordinary course of business 
and authorising bank facilities including bank borrowing other loans 
and internal rate swaps and approval of all foreign currency 
transactions in excess of £5 million
governance 
corporate governance report
44 synergy health plc annual report and accounts 2014 board meeting attendance 
board 
audit 
committee
remuneration 
committee
nomination
committee
total number of meetings 13 4 6 2
sir duncan nichol 13 of 13 1 of 1 6 of 6 2 of 2
dr richard steeves 13 of 13 – – –
gavin hill 13 of 13 – – –
jeff harris¹

² 7 of 8 3 of 4 2 of 2 1 of 1
constance baroudel 13 of 13 4 of 4 6 of 6 2 of 2
liz hewitt 13 of 13 4 of 4 6 of 6 2 of 2
1
 jeff harris was appointed to the board on 1 september 2013
2
  the meetings not attended by jeff harris were held on the same day jeff was unable to attend due to a prearranged commitment agreed before his 
appointment to the board
  overseeing the group’s main controls and their effectiveness
  other matters including health and safety and risk management
  the review of the group’s overall corporate governance 
arrangements and
  the annual review of its own performance and that of its committees
board activity during 2014
at each scheduled meeting the board received updates from the 
executive directors on the operational and ﬁnancial performance  
of the group 
board meetings are structured around the following areas
  operational and functional updates
  financial updates
  strategy and risk
  progress against strategy including potential acquisitions
  human resources
  other reporting and items for approval and
  feedback from the committees
the board composition ensures that the above areas are carefully 
considered and that best and independent judgement is applied 
to them
for 2015 items that are required to be considered on an annual basis 
will be included on an annual schedule of rolling agenda items to ensure 
that they are not overlooked and are considered at the appropriate point 
in the ﬁnancial and regulatory cycle
strategy
the board sets aside at least two consecutive days each year to 
conduct a review of its strategy with the seb and other senior executives 
in attendance for certain sessions as appropriate
strategic items are also discussed at each board meeting risk and risk 
management is considered side by side with strategy and is included in 
our operational reporting
meetings and attendance
directors are expected to attend all meetings of the board and the 
committees on which they serve and to devote sufﬁcient time to the 
group to perform their duties where directors are unable to attend 
meetings they receive papers for that meeting giving them the 
opportunity to raise any issues with the chairman in advance of the 
meeting the number of scheduled board and committee meetings of 
which they are a member attended by each director during 2014 is 
provided in the table below
directors receive papers several days in advance of board meetings 
by means of an electronic board pad facility which provides greater 
ﬂexibility for the directors to access papers and also have access 
to the advice and services of the company’s advisors
all board and committee meetings during the year were held in an open 
atmosphere conducive to constructive challenge and debate additional 
meetings are called when required and there is contact between 
meetings where necessary to progress the group’s business
the company secretary
all the directors have access to the advice and services of the group 
company secretary he has responsibility for ensuring that board 
procedures are followed and for advising the board through the 
chairman on governance matters the group company secretary 
provides updates to the board on regulatory and corporate governance 
issues new legislation and directors’ duties and obligations the 
appointment and removal of the group company secretary is one 
of the matters reserved for the board
the board is the principal 
decision making forum for the 
group providing entrepreneurial 
leadership both directly and 
through its committees as well  
as delegating authority for dayto
day management of the group  
to the seb
45 synergy health plc annual report and accounts 2014 the board has established a procedure for directors if deemed 
necessary to take independent professional advice at the company’s 
expense in the furtherance of their duties this is in addition to the 
access that every director has to the group company secretary in the 
year under review as well as advice from the external auditors kpmg 
llp  and grant thornton uk llp  advice was also taken from deloitte 
llp by the remuneration committee
board effectiveness
as stated in the 2013 annual report it was the company’s intention 
to carry out an independent external evaluation of the board’s 
performance and all of its committees in 2014 in order to comply 
with the code
the board has appointed lintstock ltd lintstock an independent 
external consultant which has conducted external evaluations for a 
number of ftse 250 companies to undertake a board evaluation 
exercise lintstock has had no connection with the company previously
the ﬁrst stage of the review has commenced with lintstock engaging 
with the chairman company secretary and chief executive in order to 
set the context of the evaluation and to tailor the questionnaires used  
to the speciﬁc circumstances of the company
all respondents will then be requested to complete an online 
questionnaire addressing board committee chairman and individual 
performance the anonymity of all respondents is ensured throughout 
the process in order to promote the open and frank exchange of views
lintstock will subsequently produce a report addressing the areas 
covered in the questionnaire it is also envisaged that lintstock will 
conduct a followup appraisal next year involving an interview 
component to follow up on any issues raised in this year’s process  
the review content for each subsequent evaluation is designed to  
build upon learning gained in the previous year to ensure that the 
recommendations agreed in the review are implemented and that 
yearonyear progress will be measured
roles of the chairman and group chief executive ofﬁcer
the roles of chairman and group chief executive ofﬁcer are separate 
and clearly deﬁned with the division of responsibilities set out in writing 
and approved by the board the chairman’s principal responsibilities 
are to chair the board and shareholder meetings and to ensure the 
effective running of the board the group chief executive ofﬁcer’s 
principal responsibility is leading the seb in the daytoday running of 
the group’s business the chairman and the group chief executive 
ofﬁcer meet regularly between meetings
meetings between the nonexecutive directors both with and without 
the presence of the group chief executive ofﬁcer take place regularly 
the board has arranged to hold board meetings at group business 
locations to help all board members gain a deeper understanding of the 
business this also provides senior managers from across the group 
with the opportunity to present to the board as well as to meet the 
directors on more informal occasions the nonexecutive directors  
are also invited to attend the group’s leadership conference which  
is normally held annually
board balance
the board continues to give careful consideration to its structure and 
the balance of the board the board remains satisﬁed that it has the 
appropriate balance of skills experience independence and knowledge 
of the group to enable it and its committees to discharge their duties 
and responsibilities effectively as required by the code the table 
opposite details the length of service of the chairman and each of the 
nonexecutive directors 
the board will in the near future be making a further nonexecutive 
directorship appointment to expand the current skills and experience  
of the board the company has engaged a ﬁrm of external search 
consultants to assist with the appointment the recruitment process  
is being led by sir duncan nichol as chairman of the nomination 
committee supported by the committee and the group company 
secretary
biographical details of the directors currently in ofﬁce are shown on 
page 42 the company’s policy relating to the terms of appointment and 
the remuneration of both executive and nonexecutive directors is set 
out in the remuneration report on page 54
the directors’ biographies demonstrate the broad range of skills and 
experience on the board
the procedure for appointing directors is detailed in the nomination 
committee section below
in accordance with the code all directors submit themselves for annual 
reelection by shareholders new directors may be appointed by the 
board but are subject to election by shareholders at the ﬁrst opportunity 
following their appointment
independent nonexecutive directors are currently appointed for ﬁxed 
periods of three years subject to annual reelection by shareholders 
the initial threeyear period may be extended for two further threeyear 
periods subject to reelection by shareholders their letters of 
appointment may be inspected at the company’s registered ofﬁce  
or can be obtained on request from the company secretary
the chairman performs a number of other nonexecutive roles outside 
the group and details of these are included in the chairman’s biography 
the board continues to be satisﬁed that these other commitments are 
not such as to interfere with the performance of his duties for the group 
and will not impact on his ability to allocate sufﬁcient time to discharge 
effectively his responsibilities to the group
governance 
corporate governance report continued
46 synergy health plc annual report and accounts 2014 jeff harris is the senior independent nonexecutive director he is 
available to shareholders if they have concerns that contact through the 
normal channels of chairman group chief executive ofﬁcer or group 
finance director has failed to resolve or for which such contact is 
inappropriate he is also responsible for leading the board’s discussion 
on the chairman’s performance and the appointment of a new 
chairman as and when appropriate
independence of nonexecutive directors
the company requires nonexecutive directors to be independent of 
management so that they are able to exercise independent oversight 
and effectively challenge management the company continually 
assesses the independence of each of the nonexecutive directors 
the company has determined that all of the nonexecutive directors 
are independent in accordance with the code requirements none of 
the nonexecutive directors or their immediate families has ever had a 
material relationship with the group none of them receive additional 
remuneration apart from directors’ fees nor do they participate in the 
group’s share plans or pension schemes none of them serve as 
directors of any companies or afﬁliates in which any other director 
is a director
more importantly each of the nonexecutive directors is prepared 
to question and challenge management to request more information 
and to pursue difﬁcult questions they insist on robust responses 
both within the boardroom and sometimes between board meetings 
the group chief executive ofﬁcer is open to challenge from the non
executive directors and uses this positively to provide more detail and 
to reﬂect further on issues
professional development
on appointment directors take part in a comprehensive induction 
programme whereby they receive ﬁnancial and operational information 
about the group as well as information about their responsibilities and 
duties and an introduction to the group’s governance regulatory and 
control environment
this induction is supplemented by visits to the group’s head ofﬁce  
in swindon and the european head ofﬁce in derby overseas ofﬁces 
and meetings with members of the senior management team and their 
departments development and training of directors is an ongoing 
process throughout their period in ofﬁce the directors are regularly 
updated on the group’s business legal matters concerning their role 
and duties the competitive environments in which the group operates 
and any other signiﬁcant changes affecting the group and the industry 
of which it is a part where appropriate the board receives 
presentations from senior managers within the group
employee engagement
the group recognises the impact that positive employee engagement 
has on developing a culture of excellence maintaining organisational 
stability and fostering an environment in which people feel valued 
and included 
the group is an equal opportunities employer equal opportunities are 
offered to all regardless of race colour nationality ethnic origin sex 
including gender reassignment marital or civil partnership status 
disability religion or belief sexual orientation age or trade union 
membership 
the group gives full and fair consideration to applications for 
employment from people with disabilities the policy is to offer equal 
opportunity to all disabled candidates and employees who have a 
disability or become disabled in any way during the course of their 
employment a full assessment of the individual’s needs is undertaken 
and reasonable adjustments are made to the work environment or 
practices in order to assist those with disabilities 
all candidates and employees are treated equally in respect of 
recruitment promotion training pay and other employment policies 
and conditions all decisions are based on relative merits and abilities 
the group continues to employ multiple channels of communication 
and is committed to improving these channels so that all employees 
have access to information as well as having an opportunity to express 
their views and ideas on matters affecting their employment and 
the group 
channels include 
  employee forums and where appropriate works councils
  ‘touch point’ the group intranet site
  ethics hotline
  regular leadership brieﬁngs – followed by communication  
cascadesteam brieﬁngs
  employee satisfaction surveys
  health and safety surveys
  regular business updates via circulars and
  communication via ‘yammer’ a professional social networking tool
employment policies are updated in a timely way to reﬂect legislative 
changes and training to communicate or embed change is developed 
and rolled out as appropriate
training is provided as required to ensure that we have a skilled 
workforce this requires a balance of training for the work our employees 
do now and developing and preparing people for the future
for several years the company has operated a savings related share 
option scheme for ukbased employees which gives employees an 
opportunity to enter into a savings contract for a ﬁxed period with an 
opportunity to acquire shares in the company at the end of that period
current length of service 
director date of appointment length of service
sir duncan nichol 01112002 11 years 7 months
constance baroudel 01092010 3 years 9 months
liz hewitt 01092011 2 years 9 months
jeff harris 01092013 9 months
47 synergy health plc annual report and accounts 2014 governance 
corporate governance report continued
women on boards
the board has discussed the guidance issued by lord davies of 
abersoch in his report ‘women on boards’ and the code women 
currently comprise 286 of the members of the board the board 
hopes the group will be in a position to maintain this level of 
representation when renewing board membership over the coming 
years however this will always be subject to the overriding need to 
ensure that appointments are made on merit and having regard to an 
appropriate balance of skills experience independence and knowledge 
required on the board the davies report also examines the gender 
diversity at management levels below the board and has asked that 
chairmen in consultation with their ceos identify two female 
candidates from their senior management team and give them the 
opportunity to serve as nonexecutive directors on other company 
boards the group has a number of initiatives to improve diversity at a 
senior management level but recognises that these will take time to be 
reﬂected in the number of women in the senior management team to 
accelerate the number of women in senior management positions the 
group has set up ‘synergy for women’
synergy for women has a vision to
  secure increased representation of women in senior leadership  
roles in the group
and a mission to
  promote a working environment which encourages women to aspire 
to senior positions within the group
the initiative started in the uk  ireland region with representatives 
from all divisions and functions the initiative has recently been 
extended to operate globally and an international steering group has 
been set up to encourage similar women’s groups in europe  middle 
east the americas and asia  africa the initiative is also being 
sponsored internally by dr adrian coward group chief operating 
ofﬁcer and dr richard steeves group chief executive ofﬁcer as a 
result of the initiative female employees can expect to see amongst 
other things growing opportunities for networking career support and 
conﬁdential counselling
female employees make up approximately 465 of all employees 
within the group
the board will continue to review its approach on gender diversity 
particularly in the context of any developing guidance in this area
relations with shareholders
the group chief executive ofﬁcer group finance director and  
group company secretary are responsible for ensuring effective 
communication with shareholders the company places considerable 
importance on communication with the shareholders including its 
employee shareholders and all other stakeholders
apart from the annual general meeting ‘agm’ the company 
communicates with its shareholders by way of the annual report and 
ﬁnancial statements which are available to all shareholders either in 
paper form or electronically and can be accessed via the company’s 
website the group’s annual and interim results as well as all 
announcements issued by the london stock exchange are  
published on the company’s website
the company also communicates with its institutional shareholders 
through a combination of analysts’ brieﬁngs throughout the year but 
particularly at the interim and year end results stage
the chairman as required will hold meetings during the year with 
major shareholders and other stakeholders and will discuss with the 
board any matters raised with him
external analysts’ reports are circulated to all directors and investec the 
company’s brokers produce a monthly investor relations report which 
is circulated to the board the report contains details of any signiﬁcant 
changes to the shareholders’ register
it is proposed that the next agm be held at the ofﬁces of investec bank 
plc 2 gresham street london ec2v 7qp on wednesday 23 july 2014 
at 1030am notice of which will be sent to shareholders with the 
annual report
business at the company’s 2014 agm will cover the annual report  
and ﬁnancial statements the remuneration report the directors’ 
remuneration policy the declaration of a ﬁnal dividend election and 
reelection of directors appointment and remuneration of auditors 
political donations and political expenditure authority to allot shares 
disapplication of preemption rights purchase by the company of its 
own shares and the notice period for general meetings 
full details and an explanation of these resolutions are set out in the 
notice of meeting the proxy votes for and against each resolution as 
well as abstentions are counted before the agm and the results will be 
made available at the meeting after shareholders have voted on each 
resolution on a show of hands
all shareholders are invited to the agm the chairmen of the audit 
remuneration and nomination committees attend the agm along with 
the other directors and are available to answer shareholders’ questions 
on the activities of the committees they chair shareholders also have  
an opportunity to meet with directors after the formal business of the 
meeting has been concluded details of proxy voting by shareholders 
are made available on request and are placed on the company’s 
website following the meeting
results of 2013 agm 
the table below details the voting results of the previous agm
total votes  
for 
total votes 
against  
1 company’s annual report and accounts 1000 00
2 directors’ remuneration report 993 07
3 final dividend 1000 00
4 reelect sir duncan nichol 97 1 29
5 reelect dr richard steeves 998 02
6 reelect gavin hill 998 02
7 reelect constance baroudel 999 01
8 reelect liz hewitt 999 01
9 appointment of auditors 1000 00
10 auditors’ remuneration 999 01
11 allow political donations 993 07
12 allot relevant securities 993 07
13 allot equity securities 1000 00
14 make market purchases 999 01
15 14 days’ notice of general meetings 954 46
48 synergy health plc annual report and accounts 2014 conﬂicts of interest
there are procedures in place to deal with directors’ conﬂicts of interest 
arising under the companies act 2006 and such procedures have 
operated effectively during the year
internal control
the directors acknowledge that they have overall responsibility for the 
group systems of internal control and for reviewing the effectiveness of 
those controls 
the board has taken into account the relevant provisions of the code 
the turnbull report and the listing rules and an ongoing process has 
been established for identifying managing and evaluating the risks 
faced by the group
the systems are designed to manage rather than eliminate risk 
of failure to achieve the group’s objectives the systems provide 
reasonable not absolute assurances against material misstatement 
or loss such systems are reviewed by the board to deal with 
changing circumstances
the group appointed grant thornton uk llp during the year to provide 
internal audit services across the group
the group has a group ﬁnance function that reports to the group 
finance director and is independent of the business units to ensure 
objectivity and control when preparing group ﬁnancial information
the group ﬁnance function undertakes ﬁnancial reviews of the regional 
ﬁnance functions on an ad hoc basis and provides technical and 
commercial support when required
assessment of business risk
existing and emerging business risks have been identiﬁed assessed 
and evaluated during the year as part of the group’s management 
processes the formal risk management framework led by the group 
risk management director ensures that risks are effectively and 
consistently managed and reported on the corporate risk management 
system is covered in the report of principal risks and uncertainties on 
page 33 the board regularly reviews strategic risks
control environment
the group’s operating procedures include a comprehensive system for 
reporting ﬁnancial and nonﬁnancial information to the board including
  the deﬁnition of authorisation limits both ﬁnancial and otherwise 
detailed appraisal documents are produced for any major  
capital projects
  a review of annual budgets and forecasts against budgets that are 
produced at least twice a year
  a review of monthly management accounts at group and operational 
level including ﬁnancial performance together with balance sheet 
and cash ﬂow analysis which are reported against budget forecasts 
and prior year with major variances explained and
  a risk management report for each board meeting focusing on any 
new risks arising and management of existing risks
on an annual basis the group ﬁnance function undertakes a review of 
ﬁnancial controls as part of its year end process which is considered by 
the board the annual review gives a comprehensive update on the 
previous year’s report and outlines actions taken to redress any 
weaknesses in each regional business and across group functions  
the review also highlights areas where improved controls have been 
implemented and key actions to be addressed in the coming ﬁnancial 
year which are monitored by both the board and the audit committee
control procedures
detailed operational procedures that embody key controls have been 
developed for each of the group’s businesses the implications of change 
in law and regulations are taken into account in those procedures
monitoring process
there are clear procedures for monitoring the system of key controls 
the signiﬁcant components are
  cyclical and random reviews of operational and ﬁnancial controls  
by the group risk management director the group quality director 
the group it director senior ﬁnance managers and the group 
finance team and
  review by the audit committee of the process for identifying 
and assessing risks and of the effectiveness of controls via 
the work of external audit and direct access to group and 
operational management
the board conﬁrms that it has considered the effectiveness of the 
group’s system of internal controls described above for the ﬁnancial 
year and up to the date of this report
board committees
the board has delegated authority to a number of permanent 
committees to deal with matters in accordance with written terms  
of reference as well as the seb
senior executive board
the seb is the key management committee and comprises the group 
chief executive ofﬁcer group finance director group chief operating 
ofﬁcer group hr director group company secretary and the ceos  
of each of the geographic regions of the group
the seb meets regularly and is primarily responsible for
  the management of all the group’s businesses
  delivering the strategy and the agreed business plans and budgets 
which have been approved by the board
  implementing group policy
  making key commercial decisions within the framework of the 
agreed business plan and strategy
  monitoring all risks operational ﬁnancial and reputational
  reviewing and maintaining the effectiveness of the group’s system 
of internal control on a daytoday basis and
  managing the business in a manner appropriate for a  
ftse 250 company
49 synergy health plc annual report and accounts 2014 principal committees
the principal committees of the board – audit remuneration and 
nomination – all comply fully with the requirements of the code all 
committees are chaired by an independent nonexecutive director 
except the nomination committee which comprises nonexecutive 
directors and is chaired by the chairman of the board whom the 
company deems independent appointments to the committees are 
made on the recommendation of the nomination committee and are  
for a period of up to three years which may be extended for two further 
threeyear periods provided the director remains independent the 
committees are constituted with written terms of reference that are 
reviewed annually to ensure that they remain appropriate and reﬂect any 
changes in good practice and governance these terms of reference are 
available on request from the group company secretary and can also 
be found on the company’s website directors are fully informed of all 
committee matters by the committee chairmen reporting on the 
proceedings of their committee at the subsequent board meeting 
copies of committee minutes are also distributed to the board 
committees are authorised to obtain outside legal or other independent 
professional advice if they consider it necessary the chairman of each 
committee attends the agm to respond to any shareholder questions 
that might be raised on the committee’s activities the group company 
secretary acts as secretary to all of the committees
sir duncan nichol
chairman 
4 june 2014
governance 
corporate governance report continued
stayuptodate 
investors can ﬁnd all the latest company updates and regulatory 
announcements on the investor relations section of the 
company’s website at wwwsynergyhealthplccom
board 
senior
executive
board
nomination
committee 
audit
committee 
remuneration
committee 
50 synergy health plc annual report and accounts 2014 governance 
audit committee report 
dear shareholder 
on behalf of the board i am pleased to present the audit committee report for the 
year we increased the number of meetings to four this year in order to complete 
our work given the changes in regulation and reporting for audit committees this 
year’s report contains some new disclosures such as our policy on the balance of 
audit and nonaudit work to be undertaken by the external auditors our policy on 
auditor tendering the establishment of an internal audit function and our view of the 
key reporting risks
my thanks go to the audit committee members the finance team and the internal 
and external auditors for their work this year particularly given the additional work 
we have undertaken as well as for their input to the important work done by 
the committee
liz hewitt
chairman of the audit committee 
4 june 2014
51 synergy health plc annual report and accounts 2014 audit committee members
liz hewitt chairman
constance baroudel
jeff harris appointed 1 september 2013
sir duncan nichol resigned from the committee 1 september 2013
responsibilities
the audit committee’s terms of reference include all matters indicated 
by disclosure and transparency rule 7 1 and the code the terms of 
reference are considered annually by the audit committee and are then 
referred to the board for approval the full terms of reference were 
updated during 2014 in line with the revised recommendations of the 
september 2012 code and can be found on the company’s website 
or can be obtained from the company secretary
the primary responsibilities of the audit committee are to 
  monitor the integrity of the ﬁnancial statements of the group  
and any formal announcements relating to the group’s ﬁnancial 
performance and review signiﬁcant ﬁnancial reporting judgements 
contained therein
  have oversight of risk management including the review of the 
group’s ﬁnancial operational and compliance internal controls 
bribery act 2010 compliance and whistleblowing and fraud 
prevention procedures
  make recommendations to the board for a resolution to be put to 
the shareholders for their approval at the general meeting on the 
appointment of the external auditors and the approval of the 
remuneration and terms of engagement of the external auditor
  review and monitor the external auditor’s independence and 
objectivity and the effectiveness of the audit process taking into 
consideration the periodic rotation of audit personnel and relevant 
uk professional and regulatory requirements and 
  develop and implement a policy on the engagement of the external 
auditor to supply nonaudit services taking into account relevant 
guidance regarding the provision of nonaudit services by the 
external audit ﬁrm
key issues and activities
the committee reviews the ﬁnancial reporting of the company and the 
effectiveness of the group’s internal control process combined with the 
committee’s review of the internal and external audit functions and 
review of speciﬁc issues with management as required it is able to 
obtain sufﬁcient information to discharge its responsibilities 
signiﬁcant audit issues
the committee is mindful of the areas of signiﬁcant risk disclosed in the 
auditor’s report on page 75 the committee has carried out its own 
review of these risks agrees with their classiﬁcation as ‘key’ and is 
satisﬁed that they have been effectively managed during the period
our view of them is set out below
  carrying value of dutch linen business assets and chinese 
sterilisation business assets the dutch linen business has been 
experiencing tough trading conditions during the last two years 
this business is undergoing an improvement programme which is 
showing some signs of success if this programme is not successful 
we may reconsider the asset carrying value the chinese sterilisation 
business is a ﬂedgling business if this business does not develop as 
expected then the asset carrying value may be revisited during the 
year the audit committee reviewed management’s approach to 
carrying out impairment reviews and the adequacy of the ﬁnancial 
controls in place over this area in addition the committee reviewed 
the conclusions drawn from management’s impairment reviews and 
satisﬁed themselves that these were valid the board’s judgement  
is that this year these assets are not in need of impairment as 
operational activities are ongoing which support the asset  
carrying values
  nonrecurring items in the income statement nonrecurring items 
have arisen in the context of acquisitions and restructuring activities 
during the year the audit committee reviewed management’s 
approach to accounting for nonrecurring items and the adequacy 
of ﬁnancial controls in place over this area the board has discussed 
these items and is satisﬁed that these are nonrecurring in nature 
and have been correctly identiﬁed as such
during the year the committee increased the number of annual 
meetings from three to four in order to address an increased workload 
the committee looked at speciﬁc topics as detailed below
governance 
audit committee report continued
financial statements and reports  
about 45 of the committee’s time
  reviewed the annual report and accounts the half year report 
and the interim management statements issued in the year as 
part of these reviews the committee received a report from the 
external auditors on their audit of the annual report and accounts 
  reviewed both internal and external reports on the effectiveness of 
the group’s internal controls
  reviewed regulatory developments in the ﬁelds of ifrs and 
corporate reporting
  considered the group’s acquisition valuation methodology and
  considered the group’s impairment review methodology
risk management  
about 18 of the committee’s time
  considered the output from the groupwide risk review process to 
identify evaluate and mitigate risks the group’s changing risk 
proﬁle and future risk reports
  reviewed the group major risk register
  monitored the deployment of the ‘focus on safety’ campaign 
the safeguard application and the risk management learning 
management system
  reviewed the level of management attention and local resource 
focused on risk management across the group and
  reviewed the group’s whistleblowing policy which allows the audit 
committee to receive complaints on accounting risk issues internal 
controls auditing issues and related matters in conﬁdence
internal audit  
about 12 of the committee’s time
  initiated a contracted out internal audit function evaluated its 
scope of work and the effectiveness of its delivery
  reviewed the it security and the internal control environment of 
the group’s new enterprise resource planning ‘erp’ system 
  reviewed and considered management responses to audit reports 
issued during the year and
  reviewed the resourcing of internal audit
external auditors and nonaudit work  
about 15 of the committee’s time
  reviewed considered and agreed the scope and methodology of 
the audit work to be undertaken by the external auditors including 
setting the policy for the ratio of audit to nonaudit work
  evaluated the independence and objectivity of the external 
auditors and
  agreed the terms of engagement and fees to be paid to the 
external auditors for their audit of the 30 march 2014 ﬁnancial 
statements
52 synergy health plc annual report and accounts 2014 governance
the audit committee is appointed by the board from the nonexecutive 
directors of the group the committee comprises members with a 
broad range of business and ﬁnancial experience to effectively fulﬁl its 
programme of work the board considers that liz hewitt is suitably 
qualiﬁed to chair the committee in accordance with the requirements 
of the code and each of the members is independent in accordance 
with the deﬁnition set out in the code the expertise and the experience 
of each of the members of the committee are summarised on page 42
the committee met four times during the year and routinely meets  
the auditors without the involvement of the executive directors the 
chairman of the committee meets with the auditors prior to each audit 
committee meeting the committee has met with the internal auditor 
on a regular basis throughout the year the group chief executive 
ofﬁcer group finance director members of the group finance 
function and representatives from the external auditors attend 
committee meetings by invitation in order to provide appropriate advice 
the group finance director works closely with the chairman of the 
audit committee to ensure open communication between them
the audit committee is allowed to obtain at the company’s expense 
outside legal or other professional advice on any matter within its terms 
of reference no external independent advice has been considered 
necessary or sought in the year to 30 march 2014 outside of the normal 
discussions with the external auditors
auditor independence
kpmg llp previously kpmg audit plc was appointed as auditor to 
the group in 2007  and is reappointed annually by shareholders an 
annual review of the independence of kpmg llp is undertaken and 
includes a review of the policy of hiring of exaudit staff at the year  
end the auditor formally conﬁrmed their independence and that their 
objectivity has been maintained the committee has concluded  
that the requirement for independence continues to be met 
the auditor is required to rotate the audit partner responsible for  
the group audit every ﬁve years the incumbent audit partner was 
appointed in 2011 the committee has noted the revisions to the code 
introduced by the financial reporting council frc in september 
2012 in particular the recommendation to put the group’s external 
audit out to tender at least every 10 years the committee noted the 
proposed transitional arrangements with respect to audit tendering to ﬁt 
the ﬁveyearly cycle of partner rotation the audit committee agreed 
that a full tender was not required for the 2014 audit consequently  
the committee will consider its external tendering arrangements in 
anticipation of the next audit partner rotation which is expected to take 
place in 2016 and will provide an update in the 2015 annual report 
the committee reviewed its policy on the supply of nonaudit services 
by the external auditors to ensure their continued objectivity and 
independence and set a ratio of 7030 for audit and nonaudit work 
the committee set a monetary limit for the group to operate within  
other areas of interest  
about 10 of the committee’s time
  considered the audit committee’s terms of reference which were 
then approved by the board 
  held private meetings with the external auditor
  reviewed and updated the company’s ethics and whistleblowing 
policies
  monitored progress on the rollout of the group’s new erp system
  evaluated postinvestment appraisals of a recent acquisition and 
  contributed to the management’s review of the group’s cyber
security risks and controls and completed the uk government’s 
cybersecurity review 
and later approved the exceeding of this limit and the 7030 ratio for a 
speciﬁc transaction the committee is satisﬁed that the provision by 
kpmg llp of nonaudit services does not impair their independence  
or objectivity the committee has approved the range of services that 
may be provided by kpmg llp  these include transaction due diligence 
and accountancy assistance for speciﬁc projects subject to approved 
authorisation limits the services require prior authority from either the 
group finance director the chairman of the audit committee or the  
full audit committee 
auditor evaluation
during the year the committee reviewed kpmg llp’s fees 
effectiveness and the fulﬁllment of the agreed audit plan and the 
reasons for any variation from the plan the committee also considered 
the audit plan’s robustness proposed audit materiality the degree to 
which kpmg llp was able to assess key accounting and audit 
judgements the recommendations of the external auditor in connection 
with internal controls and the content of the management letter 
details of the current criteria for judging the effectiveness of the external 
auditors are set out below 
  deliver a smoothrunning thorough and efﬁciently executed audit 
  provide accurate uptodate knowledge of technical issues on 
a timely basis and
  deliver a focused and consistent audit approach globally that reﬂects 
local risks and materiality
an evaluation of the performance of kpmg llp was conducted during 
the year through the circulation of an internal questionnaire to members 
of the audit committee and to key customers within the business the 
results of the evaluation were satisfactory and showed an improvement 
on the prior year the committee will continue to focus on the 
effectiveness objectivity and independence of the auditor in its reviews 
auditor fees 
before agreeing the audit fee proposed by the external auditors which is 
reviewed by management the committee considered cost comparisons 
to ensure that it was fair and appropriate the audit fees payable to 
kpmg llp during 2014 were £448000 2013 £469000 and non
audit service fees were £1010000 2013 £178000 the principal 
nonaudit service was for transactionrelated advisory fees the 
committee considered the appropriateness of using the external auditor 
for this work and concluded that it was appropriate to work  
with the external auditor as the beneﬁts of doing so outweighed the 
implications of exceeding the policy for the ratio of audit to nonaudit 
fees a summary of fees paid to the external auditor is set out in note 4 
to the accounts on page 89 in accordance with international standards 
on auditing uk  ireland 260 and ethical standard 1 issued by the 
accounting practices board and as a matter of best practice the 
external auditor has conﬁrmed their independence as auditor of 
the company in a letter addressed to the directors
accordingly the committee unanimously recommended to the board 
that a resolution for the reappointment of kpmg llp as the company’s 
independent auditor be proposed to shareholders at the agm in july 
2014 and the board has accepted and endorsed this recommendation
liz hewitt 
chairman of the audit committee 
4 june 2014
53 synergy health plc annual report and accounts 2014 governance 
remuneration committee report
dear shareholder 
on behalf of the board i am pleased to present our remuneration report for 2014 
which sets out the remuneration policy for the executive directors of the group  
and the amounts earned in respect of the year ended 30 march 2014 new 
regulations have come into effect which have an impact on the presentation and 
disclosure of directors’ remuneration and the layout of this report reﬂects those 
new regulations this report is therefore presented in two sections the directors’ 
remuneration policy report and the annual report on remuneration the 
directors’ remuneration policy report sets out the forwardlooking remuneration 
policy that will be subject to a binding vote at the agm on 23 july 2014 the 
annual report on remuneration provides details of the amounts earned in respect 
of the year ended 30 march 2014 and how the directors’ remuneration policy  
will be operated for the year commencing 31 march 2014 and will be subject  
to an advisory vote at the agm
the committee believes that a signiﬁcant proportion of senior executives’ 
remuneration should be made up of performancerelated incentives so that overall 
reward is closely aligned to the creation of longterm shareholder value this year’s 
remuneration again reﬂects the delivery of strong performance in challenging 
economic circumstances 
incentive outturns 
the group’s performance during the year is reported in detail throughout the 
annual report and in the view of the committee justiﬁes the payments to 
executive directors under the annual bonus plan as set out on page 64
executive directors are encouraged to invest an amount up to the value of their 
annual bonus in shares in the group in return for an opportunity to earn a matching 
share award under the coinvest element of the long term incentive plan ‘ltip’ 
the matching share award granted in 2011 will vest on a onetoone basis in  
july 2014 based on achievement of compound annual growth in adjusted  
earnings per share ‘eps’ of 1208 over the threeyear performance period  
to 30 march 2014
the long term incentive options granted in 2010 vested at 724 in july 2013 
based on achievement of compound annual growth in adjusted eps of 158 to  
31 march 2013 and second quartile total shareholder return ‘tsr’ performance 
over the threeyear period to 14 june 2013 long term incentive options granted  
in 2011 are expected to vest at 362 in july 2014 based on achievement of 
compound annual growth in adjusted eps of 1208 to 30 march 2014 and  
an expected second quartile tsr performance to 27 june 2014
54 synergy health plc annual report and accounts 2014 2014 decisions
on 25 july 2013 it was announced that dr richard steeves group chief  
executive ofﬁcer would succeed sir duncan nichol as nonexecutive chairman  
of the group upon his retirement on 31 march 2014 and that dr adrian coward 
would take over from dr richard steeves as group chief executive ofﬁcer as a 
result of the expanding opportunity for the growth in outsourced hospital sterilisation 
services in the us the board has decided that dr richard steeves should defer his 
move from group chief executive ofﬁcer to chairman and sir duncan nichol has 
similarly delayed his retirement dr adrian coward who was regional chief executive 
ofﬁcer for the uk  ireland took on a broader role as group chief operating ofﬁcer 
for the group as a whole and joined the board with effect from 31 march 2014
for the ﬁnancial year that commenced 31 march 2014 the base salaries for the 
executive directors have been increased to £480000 for dr richard steeves  
and £290000 for gavin hill and the base salary for adrian coward has been  
set at £290000 reﬂecting his promotion to group chief operating ofﬁcer on  
2 june 2014 richard steeves entered into a new contract to reﬂect his return  
to the sole role as group chief executive ofﬁcer
we have continued to monitor our executive remuneration policy to take  
account of evolving market practice whilst also seeking to ensure that a fair and 
stable framework is maintained and avoiding making unnecessary and frequent 
changes to the structure of pay accordingly the existing remuneration policy and 
fundamental structure of the package remains largely unchanged and the overall 
quantum of the incentives has not changed we believe this ensures a continued 
alignment to business strategy and encourages the creation of shareholder value 
the rules of the group’s ltip expire in 2015 therefore the grant of awards in 
respect of the year ending 29 march 2015 is likely to be the ﬁnal grant of awards 
under the ltip  during the year ending 29 march 2015 the committee will review 
the ltip and the overall executive directors’ remuneration package with a view to 
seeking shareholder approval at the 2015 agm for a new ltip  aligned with the 
company’s ongoing strategy
for ltip awards to be granted in respect of the year ending 29 march 2015 the 
committee has introduced a ‘malus’ provision enabling the committee to reduce  
or cancel unvested awards in certain circumstances as referred to on page 56
governance
we remain committed to a responsible approach in respect of executive pay  
the committee will continue to engage actively with and seek to incorporate  
the views of its shareholders in any major changes to the executive directors’ 
remuneration policy 
constance baroudel
chairman of the remuneration committee
4 june 2014
55 synergy health plc annual report and accounts 2014 element purpose and link to strategy operation
base salary core element of ﬁxed remuneration reﬂecting the individual’s 
role and experience
salary levels are set to both support retention and reward 
performance at a competitive level
base salaries are normally reviewed once a year
salaries are determined by the committee with reference to a number  
of factors including but not limited to
  the size and scope of the role
  the experience and performance of the individual
  performance of the group 
  average change in broader workforce salary and
  group proﬁtability and prevailing market conditions
beneﬁts fixed element of remuneration providing market competitive 
beneﬁts
executive directors receive beneﬁts in line with market practice and 
principally include private healthcare life assurance and a car or car 
allowance
other beneﬁts may be provided based on individual circumstances such as 
relocation allowances
beneﬁts do not form part of pensionable earnings
allemployee 
uk share 
schemes
to encourage all employees to make a longterm investment  
in the company’s shares in a tax efﬁcient way
executive directors are entitled to participate in a tax qualifying allemployee 
savings related share option scheme ‘sharesave’ under which they make 
monthly savings over a period of three or ﬁve years linked to the grant of an 
option over the company’s shares with an option price which can be at a 
discount of up to 20 of the market value of shares on grant
retirement 
beneﬁts
help recruit and retain employees
ensure adequate income in retirement
executive directors are eligible to participate in the deﬁned contribution 
pension plan or can opt to take a cash supplement
annual bonus 
scheme
incentivise performance on an annual basis against the 
achievement of key ﬁnancial business targets and delivery  
of personal objectives relevant to the group’s strategy
bonuses are awarded annually bonus level is determined by the committee 
after the year end based on performance against targets
the committee has the discretion to amend the bonus payout should any 
formulaic outputs not produce a fair result for either the executive director  
or the company taking into account overall business performance
executive directors have the opportunity to invest an amount up to the value 
of their annual bonus in shares in the company in return for an opportunity  
to earn a matching share award under the coinvest element of the ltip as 
described below
governance 
remuneration committee report continued
remuneration committee members
constance baroudel chairman
sir duncan nichol
jeff harris 
liz hewitt
introduction
the remuneration report has been prepared in accordance with the large and mediumsized companies and groups accounts and reports 
regulations 2013 and meets the relevant requirements of the fca listing rules 
policy report
this part of the report sets out the directors’ remuneration policy which subject to shareholder approval at the 2014 agm shall take binding 
effect from the date of that meeting the policy has been determined by the committee information on how the committee intends to implement 
the policy for the current ﬁnancial year is set out in the annual report on remuneration on pages 64 to 69
key elements of pay
an overview of the main elements of the executive directors’ remuneration is set out below
56 synergy health plc annual report and accounts 2014 opportunity performance measures
no maximum salary opportunity has been set out in this policy to avoid setting 
expectations for executive directors and employees the base salaries effective 
as at 30 march 2014 are shown on page 64
salary increases are reviewed in the context of the wider workforce increases 
and the committee considers any increase out of line with this carefully  
higher increases may be awarded in circumstances such as
  increase in scope and responsibility
  promotional increase to executive director and 
  a salary falling below market positioning
none although performance of the individual is one of the considerations  
in setting salary levels
whilst the committee has not set an absolute maximum on the levels of  
beneﬁt executive directors receive the value of beneﬁts is set at a level which 
the committee considers appropriate and provides sufﬁcient level of beneﬁt 
based on individual circumstances 
not applicable
participation limits are those set by the uk tax authorities from time to time no performance conditions are attached to awards in line with hmrc practice
contribution rates are up to 15 of base salary not applicable
maximum bonus opportunity is 100 of base salary stretching targets are set each year reﬂecting business priorities which underpin 
the group’s strategy and align with ﬁnancial key performance indicators
targets whilst stretching do not encourage inappropriate business risks  
to be taken
at least 60 of total bonus opportunity is based on ﬁnancial performance  
set by the committee and the remainder based on nonﬁnancial strategic 
measures andor individual performance reviewed and approved by the 
committee at the start of the ﬁnancial year and clearly aligned to the strategic 
objectives of the group
vesting will apply on a scale between 0 and 100 based on the committee’s 
assessment of the extent to which a performance metric has been met
57 synergy health plc annual report and accounts 2014 element purpose and link to strategy operation
ltip incentivise executive performance over the longer term
supports retention and promote share ownership
supports creation of shareholder value
awards under the ltip comprise two elements
  ltip option annual awards of nominal cost options with vesting dependent 
on the achievement of performance over a threeyear period
  ltip coinvest executive directors are encouraged to invest their annual 
bonus in shares in the company in return for an opportunity to earn  
a matching share award granted in the form of a nominal cost option  
the vesting of the matching shares is dependent on the achievement  
of performance over a threeyear measurement period and the retention  
of the investment shares throughout this measurement period
the committee will regularly review the performance conditions and targets 
for awards to ensure they are aligned with the group’s business strategy and 
remain challenging any ltip options and ltip coinvest awards granted in 
2014 will be subject to a malus provision such that at the discretion of the 
committee unvested awards may be reduced or cancelled in certain 
circumstances such as misstatement of results material failure of risk 
management by a group company or information coming to light which had 
it been known at the relevant time would have affected a vesting decision or 
reputational damage to the company
explanation of chosen performance measures and how targets are set
performance measures have been selected that reﬂect the key performance indicators for the company and are aligned to the company’s strategy 
stretching performance targets are set each year for the annual incentive and long term incentive awards in setting these stretching performance 
targets the committee will take into account a number of different reference points which may include the company’s business plans and strategy 
the annual bonus is assessed against both ﬁnancial and individual strategic targets as determined by the committee this incentivises executive 
directors to focus on delivering the key ﬁnancial goals of the group as well as speciﬁc strategic objectives for each director which are aligned to the 
delivery of the overall business strategy
long term incentive performance conditions are chosen by the committee to provide a robust and transparent basis on which to measure the 
group’s performance over a longer term timeframe the committee considers that eps is closely aligned to the company’s key performance 
metrics and in conjunction with the annual bonus performance metrics provides a balanced measurement of performance that encourages 
sustainable growth tsr aligns management’s objectives to those of shareholders and rewards for the delivery of yearonyear growth and delivery 
of value to shareholders for the relative tsr performance condition there will be no vesting for performance below median compared with the 
comparator group in addition no part of the long term incentive will vest unless the committee is satisﬁed that vesting is justiﬁed by the underlying 
ﬁnancial performance of the group over the measurement period
the remuneration committee retains the discretion to adjust the performance targets and measures where it considers it appropriate to do so –  
for example to reﬂect changes in the structure of the business and to assess performance on a fair and consistent basis from year to year 
awards may be adjusted in the event of a variation of capital in accordance with the scheme rules
governance 
remuneration committee report continued
58 synergy health plc annual report and accounts 2014 opportunity performance measures
the maximum opportunities for the ltip option and ltip coinvest are set out 
separately below
in addition to the performance conditions detailed below the vesting of any  
ltip award is also subject to an additional test based on the committee’s 
assessment of and satisfaction that vesting is justiﬁed by the underlying  
ﬁnancial performance of the group over the measurement period
ltip option awards are typically up to 150 of base salary  50 of the ltip option is based on the achievement of stretching annual 
growth in eps targets 25 of this element vests for threshold performance 
50 for target performance and 100 for maximum performance vesting  
is on a straightline basis between these points 
  50 of the ltip option is based on relative tsr of the company 25 of  
this element vests for minimum performance and 100 for maximum with 
straightline vesting between these points
under the ltip coinvest element an amount up to 100 of the bonus  
earned may be invested in shares in the company and matched up to a  
twoforone basis
  vesting of the ltip coinvest is based on the achievement of stretching 
annual growth in eps for maximum eps growth or above two shares vest  
for every share invested for eps growth between minimum and maximum 
performance one share vests for every share invested
nonexecutive directors
element purpose and link to strategy operation opportunity
nonexecutive director fees sole element of nonexecutive director 
remuneration set at a level sufﬁcient  
to attract individuals with sufﬁcient 
knowledge and experience 
fees are reviewed periodically
the committee determines the fees  
of the chairman of the board and  
the remuneration of each of the  
other nonexecutive directors is 
established by the whole board
fees may be paid solely or partly  
in shares 
the nonexecutive directors do not 
participate in any of share incentive 
plans nor do they receive any pension 
contributions
nonexecutive directors may be  
eligible to beneﬁts such as the use  
of secretarial support travel costs  
or other beneﬁts as appropriate
based on the level of fees paid to 
nonexecutive directors serving on 
boards of similarlysized uk listed 
companies and the time commitment 
and contribution expected for the role
fees are subject to an overall cap as  
set out in the articles of association 
currently £375000
actual fee levels are disclosed in the 
annual report on remuneration on 
page 64
59 synergy health plc annual report and accounts 2014 remuneration policy for new hires
when hiring a new executive director the committee will typically seek to use the policy detailed in the policy table above to determine the 
executive director’s ongoing remuneration package
however subject to the principles and limits set out below to facilitate the hiring of candidates of the appropriate calibre required to implement  
the group’s strategy the committee retains the discretion to make remuneration decisions which are outside the policy in determining appropriate 
remuneration the committee will take into consideration all relevant factors including quantum the nature of remuneration and the jurisdiction  
the candidate was recruited from to ensure that arrangements are in the best interests of both the group and its shareholders 
this may for example include but is not limited to the following circumstances
  an interim appointment being made to ﬁll an executive director role on a shortterm basis
  exceptional circumstances require that the chairman or a nonexecutive director takes on an executive function on a shortterm basis
  an executive director is recruited at a time in the year when it would be inappropriate to provide a bonus or long term incentive award for that 
year as there would not be sufﬁcient time to assess performance the quantum in respect of the months employed during the year may be 
transferred to the subsequent year so that reward is provided on a fair and appropriate basis or
  the executive director received beneﬁts at his previous employer which the remuneration committee considers it appropriate to offer
appropriate costs and support will be covered if the recruitment requires the relocation of the individual 
the committee will ensure that awards within the maximum variable remuneration limit set out below are linked to the achievement of appropriate 
and challenging performance measures the committee does not intend to use this discretion to make a nonperformancerelated incentive 
payment for example a ‘golden hello’ the committee may also alter the performance measures performance period and vesting period of the 
annual bonus or long term incentive subject to the rules of the scheme if the remuneration committee determines that the circumstances of the 
recruitment merit such alteration the rationale will be clearly explained
the committee may make an award or payment to ‘buyout’ incentive remuneration arrangements forfeited on leaving a previous employer  
in doing so the committee will take account of relevant factors regarding the forfeited arrangements which may include the form of any forfeited 
awards eg cash or shares any performance conditions attached to these awards and the likelihood of meeting those conditions and the time 
over which they would have vested it will generally seek to structure buyout awards and payments on a comparable basis to remuneration 
arrangements forfeited the committee would seek to incorporate buyout awards to be in line with the company’s remuneration framework  
as far as is practical these awards or payments are excluded from the maximum level of variable pay referred to below however the  
committee’s intention is that the value awarded or paid would be no higher than the expected value of the forfeited arrangements 
all recruitment awards buyout awards and payments will normally be liable to forfeiture or ‘clawback’ on early departure ie within one year
the maximum level of variable pay which may be awarded to new executive directors excluding buyout arrangements would normally be in line 
with the maximum level of variable pay that may be awarded under the annual bonus plan and ltip  but in any event the committee would not 
make an award of annual variable pay above 450 of salary the committee will ensure that such awards will be forfeited if performance or 
continued employment conditions are not met
any share awards referred to in this section will be granted as far as possible under the company’s existing share plans if necessary and subject  
to the limits referred to above in order to facilitate the awards mentioned above the committee may rely on exemption 942 of the listing rules 
which allows for the grant of awards to facilitate in exceptional circumstances the recruitment of a director
where a position is ﬁlled internally any ongoing remuneration obligations or outstanding variable pay elements shall be allowed to continue 
according to the original terms
fees payable to a newlyappointed chairman or nonexecutive director will be in line with the fee policy in place at the time of appointment
pay policy for other employees
the remuneration policy applied to the most senior executives in the group is similar to the policy for the executive directors in that a signiﬁcant 
element of remuneration is dependent on group and individual performance the key principles of the remuneration philosophy are applied 
consistently across the group below this level taking account of seniority and local market practice in addition a uk allemployee share  
scheme is offered to all uk employees encouraging share ownership throughout the group
governance 
remuneration committee report continued
60 synergy health plc annual report and accounts 2014 executive director pay mix £’000
0
500
100
£553
minimum in line with 
expectations
maximum
 long term 
   incentive
 annual 
   bonus
 fixed 
   remuneration
42
21
37
18
18
64
£3042
£1313
1000
1500
2000
2500
3500
3000
dr richard steeves
0
500
100
£320
minimum in line with 
expectations
maximum
 long term 
   incentive
 annual 
   bonus
 fixed 
   remuneration
42
21
37
18
18
64
£1760
£760
1000
1500
2000
dr adrian coward
0
500
100
£320
minimum in line with 
expectations
maximum
 long term 
   incentive
 annual 
   bonus
 fixed 
   remuneration
42
21
37
18
18
64
£1760
£760
1000
1500
2000
gavin hill
three scenarios have been illustrated for each executive director
fixed pay annual bonus ltip
minimum performance
fixed elements of remuneration –  
base salary beneﬁts and  
pension only
base salary is the latest known  
salary ie the salary effective from  
31 march 2014 and the value for 
beneﬁts has been calculated as per 
the single ﬁgure table on page 64
pension is up to 15 of the latest  
known salary
no bonus no ltip vesting
performance in line  
with expectations
for illustrative purposes assumed  
50 of salary awarded
25 of maximum ltip option  
award vesting ie 37 5 of salary  
for achieving target performance  
based on a maximum potential  
of 150 of salary 
11 match for the ltip coinvest  
based on investment of the entire 
bonus earned for performance in  
line with expectations ie 50  
of salary
maximum performance for illustrative purposes assumed 
100 of salary awarded 
100 of maximum award vesting  
ie 150 of salary for achieving 
maximum performance 
21 match for the ltip coinvest based 
on investment of the maximum bonus 
potential ie 200 of salary
service contracts 
the contract details for the current executive directors are as follows
effective date expiry notice period by group notice period by executive director
dr richard steeves 02062014 one year rolling 12 months 12 months
gavin hill 26042010 one year rolling 12 months 12 months
dr adrian coward 31032014 one year rolling 12 months 12 months
the committee believes that this arrangement provides a measure of stability in that it provides an opportunity for the recruitment of replacement 
executives and an orderly handover of duties
  as disclosed last year following the acquisition of sri and reﬂecting the importance of the americas region to the group dr richard steeves spent a substantial amount of  
time working in the us the company formalised dr richard steeves’ role as chief executive ofﬁcer of the americas region and his role as group chief executive ofﬁcer under two 
separate contracts effective 3 november 2012 the contract in the uk for the group chief executive ofﬁcer role replaced the original agreement in the uk dated 1 november 1999 
with effect from 2 june 2014 dr richard steeves entered into a new contract with the group to reﬂect his return full time to his role as group chief executive ofﬁcer replacing the  
two previous contracts which were effective from 3 november 2012 no changes have been made to the notice period in his new contract or to the policy set out below relating to 
termination of an executive director’s service contract
61 synergy health plc annual report and accounts 2014 the policy below is applied in the event of termination of an executive director’s service contract
policy
general principles the service contracts of all the executive directors contain a provision exercisable at the option of the group to pay an 
amount on early termination of employment the committee’s policy is that payments to executive directors on termination 
should reﬂect the circumstances that prevail at that time also taking account of if applicable and appropriate the director’s 
duty to mitigate
other than the maximum limits set out below no predetermined compensation is payable 
payment in lieu of notice payments in lieu of notice are equivalent to one year’s base salary and pension contributions consideration will also be 
given to the inclusion of beneﬁts 
the group will use the pay in lieu of notice provisions when the speed certainty and protection of restrictive covenants 
afforded by such clauses are thought to be in the best interests of the group and the circumstances surrounding the 
departure of the relevant director justify their use
annual bonus the committee has the discretion to determine appropriate bonus amounts taking into consideration the circumstances  
in which the executive director leaves typically ‘good leavers ’ bonus amounts will be determined by reference to the 
applicable performance targets prorated for time in service to termination and paid at the usual time the committee may 
decide to pay a good leaver’s bonus earlier than the usual time in appropriate circumstances typically for ‘good leavers ’ 
bonus amounts as estimated by the committee will be prorated for time in service to termination and will be subject to 
performance paid at the usual time 
‘good leavers ’ typically include leavers due to death illness injury disability redundancy retirement with the consent of the 
company or any other reason as determined by the remuneration committee 
ltip the extent to which any award under the ltip will vest would be determined based on the leaver provisions contained within 
the ltip rules 
if the participant leaves before the end of the measurement period applying to an award’s performance condition other  
than as a result of his death that award will lapse 30 days after cessation unless the committee determines otherwise  
if the committee determines otherwise the award shall be exercisable in such period as the committee determines and to 
the extent the committee shall determine taking into account such factors as it considers relevant including the increase  
in the value of a share over the measurement period the underlying ﬁnancial performance of the company and the length  
of time for which the participant was an employee if the participant leaves due to death the committee shall determine  
the extent to which the award may be exercised if the participant ceases employment for any reason after the end of the 
measurement period relating to an award the participant may exercise that award to the extent vested in the period of  
six months after the date of cessation
change of control awards under the ltip will vest to the extent determined by the committee in the event of a change of control of the 
company the committee will determine the level of vesting taking account of performance conditions and unless the 
committee determines otherwise prorating for time where applicable alternatively participants may be allowed or 
required to exchange their awards for awards over shares in the acquiring company awards under the sharesave  
scheme will vest on a change of control
mitigation the executive directors’ service contracts do not provide for any reduction in payments for mitigation or for early payment 
other payments in appropriate circumstances payments may also be made in respect of accrued holiday outplacement and legal fees 
awards under the sharesave scheme will vest if a participant ceases employment due to death injury disability 
redundancy retirement or the transfer of his employer out of the group 
where a buyout award is made under the listing rules then the leaver provisions would be determined at the time of the award
the committee reserves the right to make additional exit payments where such payments are made in good faith in discharge of an existing legal 
obligation or by way of damages for breach of such an obligation or by way of settlement or compromise of any claim arising in connection with 
the termination of a director’s ofﬁce or employment in doing so the committee will recognise and balance the interests of shareholders and the 
departing executive director as well as the interests of the remaining directors 
where the committee retains discretion it will be used to provide ﬂexibility in certain situations taking into account the particular circumstances  
of the executive director’s departure and performance
governance 
remuneration committee report continued
62 synergy health plc annual report and accounts 2014 nonexecutive directors – terms of appointment
all nonexecutive directors are engaged on letters of appointment that set out their duties and responsibilities and conﬁrm their remuneration  
the appointment details for the current nonexecutive directors are as follows
date of current letter  
of appointment expiry of current term notice period by group
notice period by  
nonexecutive director
sir duncan nichol 01112002 30102014 3 months 3 months
jeff harris 01092013 31082016 3 months 3 months
constance baroudel 01092010 31082016 3 months 3 months
liz hewitt 01092011 31082014 3 months 3 months
the group may terminate each of these appointments at any time without the payment of compensation other than the notice payment
statement of consideration of employment conditions elsewhere in the company 
salary beneﬁts and performancerelated reward provided to employees is taken into account when setting policy for executive directors’ 
remuneration although employees are not formally consulted in relation to the setting of the policy this includes consideration of
  salary increases for the general employee population
  companywide beneﬁt including pension offerings
  overall spend and participation levels in the annual bonus and ltip and
  the remuneration committee taking into account relevant ad hoc information
existing contractual arrangements
the committee reserves the right to make any remuneration payments and payments for loss of ofﬁce notwithstanding that they are not in line with 
the policy set out below where the terms of the payment were agreed 
i  before the policy came into effect including the vesting and exercise of long term incentive awards in line with the ltip rules under which these 
awards were made or 
ii  at a time when the relevant individual was not a director of the group and in the opinion of the committee the payment was not in 
consideration for the individual becoming a director of the company 
for these purposes ‘payments’ include the committee satisfying awards of variable remuneration and in relation to an award over shares the terms 
of the payment are ‘agreed’ at the time the award is granted
the committee may make minor changes to this policy which do not have a material advantage to directors to aid in its operation or 
implementation without seeking shareholder approval but taking into account the interests of shareholders
statement of consideration of shareholders’ views
the group is committed to ongoing dialogue and seeks shareholder views ahead of making signiﬁcant changes to its remuneration policies 
 
63 synergy health plc annual report and accounts 2014 governance
when appropriate the committee invites the views of the executive directors and the group company secretary 
the terms of reference for the remuneration committee can be found on the company’s website at wwwsynergyhealthplccom
for the year ended 30 march 2014 the activities of the committee included
  review and implementation of the new department for business innovation and skills proposals for the directors’ remuneration report
  setting executive directors’ bonus objectives for 2014
  review of executive directors’ salaries and agreement of nil salary increases for 2014
  review of overall group pay proposals for 2014
  review and signoff of the vesting calculation for the 2010 ltip grant
  review and agreement of ltip scheme rule amendments
  assessment and agreement of 2013 bonus payments for executive directors and senior executives
  agreement of participants to be eligible for the 2013 ltip grant and
  review of remuneration implications following board changes
all members of the committee are nonexecutive directors of the company are regarded as independent and do not participate in any form  
of performancerelatedpay or pension arrangements 
no director or executive plays a part in any discussion about his own remuneration 
advisors deloitte llp
deloitte llp is retained to provide independent advice to the committee as required deloitte is a member of the remuneration consultants group 
and as such voluntarily operates under the code of conduct in relation to executive remuneration consulting in the uk deloitte llp were appointed 
by the company secretary on behalf of the committee deloitte’s fees for providing remuneration advice to the committee amounted to £11750 for 
the year ended 30 march 2014 and have been charged on a time and materials basis the committee assesses from time to time whether this 
appointment remains appropriate or should be put out to tender and took into account the remuneration consultants group code of conduct when 
reviewing the ongoing appointment of deloitte the committee is satisﬁed that deloitte’s appointment continues to be independent and appropriate 
deloitte was appointed by the committee and has provided share scheme advice to management and corporation tax advice to the company 
summary of remuneration policy
the main objectives of the group’s remuneration policy are
key principles remuneration policy
paying competitively in setting executive salaries the committee takes into account a number of factors including market conditions salaries  
in comparable companies in similar industries and affordability in order to attract and retain competent executives 
the committee also considers general pay and employment conditions of all employees within the group and is sensitive to 
them to prevailing market conditions and to governance trends when assessing the level of salaries and the remuneration 
packages of executive directors
pay for performance a substantial proportion of executive director remuneration is variable linked to the group’s performance in particular to 
the delivery of sustained proﬁtable growth as well as individual performance
the committee does not consider that the targets that are included in the remuneration package are incompatible with the 
executive director’s responsibility for environmental social and governance matters whilst the committee’s terms of reference 
do not require speciﬁc targets on these matters the committee is obliged to ensure that when setting remuneration policy 
appropriate incentives are provided to encourage enhanced performance in a fair and reasonable manner
alignment with interests  
of shareholders
a substantial proportion of the package is delivered in shares in the company to ensure that the interests of executives are 
aligned with those of shareholders the coinvest element to the annual bonus also encourages prolonged share ownership
directors’ remuneration audited
the remuneration of the directors for the period to 30 march 2014 was as follows
salaryfees 
£’000
beneﬁts
 £’000
bonus 
£’000
long term 
incentive
 £’000
pension
 £’000
total 
remuneration 
£’000
dr richard steeves
1
466 53 357 1066 70 2012
gavin hill 280 18 214 243 28 783
sir duncan nichol 80 – – – – 80
jeff harris
2
29 –––– 29
constance baroudel 45 – – – – 45
liz hewitt 45 – – – – 45
notes
1
  the amounts shown in the table above have been aggregated and converted into sterling at an exchange rate of 16131£100 in respect of salary beneﬁts paid in the us have been 
converted using the prevailing rate at the time of payment
2
 jeff harris joined the board on 1 september 2013
governance 
annual report on remuneration
64 synergy health plc annual report and accounts 2014 the remuneration of directors who served throughout the period except where indicated for the period to 31 march 2013 is as follows
salaryfees 
£’000
beneﬁts  
£’000
bonus  
 £’000
 long term 
incentive  
£’000 pension £’000
total 
remuneration 
£’000
dr richard steeves
1
466 31 312 1037 70 1916
gavin hill 280 22 216 392 28 938
sir duncan nichol 74 – – – – 74
constance baroudel 45 – – – – 45
liz hewitt 45 – – – – 45
robert lerwill
2
20 –––– 20
1
 the amounts shown in the table above have been aggregated and converted into sterling at an exchange rate of 16131£100 
2
 resigned 7 june 2012 
the ﬁgures in the single ﬁgure table above are derived from the following
salary and fees the amount of salary and fees received in the period further details provided below
beneﬁts the taxable value of beneﬁts received in the period further details provided below 
bonus bonus is the cash value of the bonus earned in respect of the year a description of the performance targets against which 
the bonus payout was determined is provided on page 66
long term incentives the value of performancerelated incentives vesting in respect of the ﬁnancial year
for the year ended 31 march 2013 comparative ﬁgures
  the company’s threeyear eps growth to 31 march 2013 was 158 and therefore 54 of the eps element of the ltip 
option vested and one share for every share invested under the ltip coinvest vested and
  for the threeyear period to 14 june 2013 the company was positioned second quartile compared with the ftse 250 
and 908 of the ltip element vested
for the year ended 30 march 2014
  the company’s threeyear eps growth to 30 march 2014 was 1208 and therefore 354 of the eps element of the 
ltip option vested and one share for every share invested under the ltip coinvest vested and
  for the threeyear period to 27 june 2014 the company is expected to be positioned around second quartile compared 
with the ftse 250 and 37 of the tsr element is expected to vest based on tsr performance to 30 march 2014
  the estimated face value of the vested shares is based on the three month average share price to 30 march 2014
pension the pension ﬁgure represents the cash value of pension contributions received by the executive directors this includes the 
company’s contribution to the deﬁned contribution pension scheme and any salary supplement in lieu of a company 
pension contribution
individual elements of remuneration
base salary
as disclosed in the directors’ remuneration report last year the base salaries for the executive directors were frozen for the year commencing  
1 april 2013 the following table shows the base salaries of the executive directors at 1 april 2013 and 31 march 2014
base salary as at 
1 april 2013
£’000
base salary as at 
31 march 2014
£’000 salary increase
dr richard steeves
1
£466 £480 3
gavin hill £280 £290 36
dr adrian coward
2
na £290 na
1
  in the period ending 30 march 2014 and prior period ending 31 march 2013 the total base salary paid to dr richard steeves included a base salary of 566190 in respect of his us 
role and £115000 in respect of his group chief executive ofﬁcer role
2
 dr adrian coward became group chief operating ofﬁcer on 31 march 2014 
65 synergy health plc annual report and accounts 2014 nonexecutive director fees
the nonexecutive directors have letters of appointment and fees for nonexecutive directors are determined by the board as a whole in light of 
market best practice and with reference to the time commitment and responsibilities associated with the role the nonexecutive directors do not 
participate in any decision in relation to the determination of their fees
the fees of the nonexecutive directors have been reviewed with effect from 31 march 2014 and it has been decided to pay a ﬂat fee to cover 
their basic duties and an additional fee to cover any additional committee chairmanships or to act as senior independent director
the nonexecutive directors are not eligible for performancerelated bonuses or the grant of awards under the company’s ltip  no pension 
contributions are made on their behalf 
nonexecutive director fees 
as at 1 april 
2013
£’000
as at 31 march 
2014
£’000
basic fee 45 45
committee chairmanship – 5
senior independent directorship – 5
fees to be paid to the chairman effective 31 march 2014 are £90000 an increase of 125 from £80000 for the year ending 30 march 2014 
he does not receive any additional fees for committee memberships
beneﬁtsinkind audited
as noted in the table on page 56 executive directors are entitled to participate in other regular employee beneﬁt plans and other beneﬁts may be 
provided based on individual circumstances beneﬁts provided to directors were carcar allowance fuel private medical insurance life assurance 
and group income protection
during the year dr richard steeves received an allowance to cover reasonable living expenses 4327 per month and a ﬂight allowance for the 
purposes of family visits related to the time he has spent working in the us the ﬂight allowance consisted of six ﬂights for his spouse and three for 
each of his children the ﬂights were in line with the group’s travel policy these payments do not form part of pensionable earnings
annual bonus plan payouts audited
the directors consider that the eps adjusted operating proﬁt and free cash ﬂow targets are matters which are commercially sensitive and should 
therefore remain conﬁdential to the group they provide our competitors with insight into our business plans and expectations however the 
following table sets out the ﬁnancial corporate and personal performance conditions for the annual bonus the maximum amount that each 
executive director could achieve and the level of annual bonus obtained
performance conditions weightings targets set level of achievement resulting level of award
financial 
performance
eps 20 of salary  a budget at constant 
currency
100 20 of salary
adjusted operating proﬁt 20 of salary  a budget at constant 
currency
100 20 of salary
free cash ﬂow 20 of salary  a budget of free cash ﬂow 
after maintenance capex 
interest and tax
30 4 of salary
corporate  
and personal 
performance
corporate and personal 
objectives
for dr richard steeves for dr richard steeves dr richard steeves
125 of salary  americas growth budget 100 125 of salary
125 of salary  securing the senior 
management team
100 125 of salary
15 of salary  new business stream 50 7 5 of salary
for gavin hill for gavin hill gavin hill
125 of salary  successful completion of 
erp implementation
100 125 of salary
125 of salary   new forecasting model 100 125 of salary
15 of salary  new business stream 50 7 5 of salary
total dr richard steeves 765
gavin hill 765
summary of 201415 bonus operation 
the remuneration committee is not making any changes to the annual bonus policy and structure for 201415 the bonus design for 201415 will 
mirror that of the 201314 scheme and the maximum annual bonus opportunity remains at 100 of base salary the remuneration committee 
considers that the actual annual bonus targets are commercially sensitive and should therefore remain conﬁdential to the company they provide 
our competitors with insight into our business plans expectations and our strategic actions however the remuneration committee will continue to 
disclose how the bonus payout delivered relates to performance against the targets on a retrospective basis
governance 
annual report on remuneration continued
66 synergy health plc annual report and accounts 2014 value earned from long term incentive awards during the year audited
for ltip option awards due to vest on 27 june 2014 in respect of the year ended 30 march 2014 this was based on the following
performance conditions weightings targets set level of achievement resulting level of award
adjusted eps 50 of maximum average annual compound eps growth 1208 354
20 growth 100 vesting
15 growth 50 vesting
10 growth 25 vesting
10 growth 0 vesting
straightline vesting between these points
total shareholder return 50 of maximum position in the tsr table second quartile 37 0
upper quartile 100 vesting
median 25 vesting
below median 0 vesting
straightline vesting 
between these points
362
  adjusted eps – adjusted for amortisation of intangibles nonrecurring items share option charges and any other items deemed reasonable by 
the committee growth in adjusted eps is measured for the three years to 30 march 2014
  total shareholder return – tsr is compared with the constituents of the ftse 250 index excluding investment trusts tsr is measured over 
the threeyear period to 27 june 2014 and an estimated vesting based on performance to 30 march 2014 has been used to estimate the 
vesting amount in the table above
in july 2011 dr richard steeves invested in 44210 shares that were allocated to the ltip coinvest as a result he was granted an ltip coinvest 
award over 88420 shares in july 2010 gavin hill invested 8000 shares that were allocated to the ltip coinvest as a result he was granted a 
ltip coinvest award over 16000 shares the table below summarises the vesting in respect of this award
performance conditions targets set level of achievement resulting level of award
adjusted eps average annual compound eps growth
  two shares for each one purchased 
over 15 each year
  one share for each one purchased 
between 10 and 15
1208 one share for each share purchased
  adjusted eps – adjusted for amortisation of intangibles nonrecurring items share option charges and any other items deemed reasonable by 
the committee growth in adjusted earnings per share is measured for the three years to 30 march 2014
long term incentive awards granted during the year audited
ltip option
for the year ended 30 march 2014 the table below outlines awards granted under the ltip option
grant date director basis of award
face value of award based 
on a share price of £984
vesting at threshold 
performance measurement period
1 august 2013 dr richard steeves 150 of salary £618257 25 of maximum threeyear period from date of grant
1 august 2013 gavin hill 100 of salary £247 663 25 of maximum threeyear period from date of grant
the performance conditions attaching to these awards are the same as those details above on pages 56 to 59
ltip coinvest
for the year ended 30 march 2014 the table below outlines awards made under the ltip coinvest
grant date director basis of award
face value of award based 
on a share price of £985
vesting at threshold 
performance measurement period
6 august 2013 gavin hill based on the amount 
of bonus voluntarily 
invested in shares 
38760 shares
£381786 11 vesting threeyear period from date of grant
  the ltip coinvest award provides a maximum award of 2x the number of shares invested by an executive director subject to eps performance during the measurement period 
gavin hill invested 38760 shares
the performance conditions attaching to these awards are the same as those details above on pages 56 to 59 
67 synergy health plc annual report and accounts 2014 long term incentive awards for the year ending 29 march 2015
the performance conditions for any awards which may be granted in the year ending 29 march 2015 will continue to be as set above  
for awards made in the year ended 30 march 2014 for the avoidance of doubt no changes are being proposed to the normal maximum  
incentive opportunity
total pension entitlements
dr richard steeves is entitled to 15 of base salary gavin hill is entitled to 10 of base salary dr adrian coward will be entitled to 10  
of base salary
relative importance of spend on pay audited
the following table shows the relative importance of spend on pay against other cash outﬂows for the years ending 30 march 2014  
and 31 march 2013
2014 2013  change
distribution to shareholders 2277p 2070p 100
employee remuneration £1424m £1390m 24
payments to past directors
there were no payments made to past directors during the year ended 30 march 2014
payments for loss of ofﬁce
no payments for loss of ofﬁce payments were made during the year ended 30 march 2014 
group performance
the graph below shows the group’s performance for the ﬁveyear period to 30 march 2014 measured by tsr compared with the performance 
of the ftse 250 index excluding investment trusts also measured by tsr which is deﬁned as share price growth plus reinvested dividends 
the ftse 250 index has been chosen because it provides a basis for comparison against companies in a relevant broadbased equity index 
in which the group is a constituent member 
0
100
apr 09 oct 09 apr 10 oct 10 apr 11 oct 11 apr 12 oct 12 apr 13 apr 14 oct 13
 synergy health plc ftse 250 ex investment trust
250
200
150
400
350
300
500
450
table of historical group chief executive ofﬁcer data
year ceo
ceo single ﬁgure of total 
remuneration
annual variable element award 
rates against maximum 
opportunity
long term incentive vesting rates 
against maximum opportunity
2014 dr richard steeves 2012096 765 67 6
2013 dr richard steeves 1915541 669 862
2012 dr richard steeves 1545863 95 938
2011 dr richard steeves 1375688 100 413
2010 dr richard steeves 1003150 100 743 
governance 
annual report on remuneration continued
68 synergy health plc annual report and accounts 2014 percentage change in group chief executive ofﬁcer remuneration
the table below sets out in relation to salary taxable beneﬁts and annual bonus the percentage increase in pay for dr richard steeves compared 
with the group’s uk workforce
 increase ceo wider workforce
salary 30 19
taxable beneﬁts 717 0
annual bonus 143 20 
the group’s uk workforce has been used as comparator group in recognition of the company’s uk listing and to discount any variation in 
economic and currency ﬂuctuations that may be present across the group’s worldwide operations
statement of directors’ interests in shares audited
there are no formal shareholding guidelines for executive directors however the executive directors are encouraged to invest and hold shares in 
the company dr richard steeves has an interest in excess of 3 of the issued share capital and gavin hill has an interest in shares with a value 
equivalent to more than 100 of base salary as at 30 march 2014
name type of share owned outright
unvested subject 
to performance 
condition
unvested not 
subject to 
performance 
condition
vested but  
not exercised
total
interests
exercised 
during year
dr richard steeves shares 1832472 – – – 1832472 339311
ltip – 210483 – – 210483 193815
ltip coinvest – 185736 – – 185736 145496
sharesave – – 2950 – 2950 –
gavin hill shares 33480 – – – 33480 57 530
ltip – 84274 – – 84274 28010
ltip coinvest – 66960 – – 66960 32600
sharesave –– 2313– 2313–
sir duncan nichol – – – – – –
jeff harris – – – – – –
constance baroudel shares 735 – – – 735 –
liz hewitt shares 2000 – – – 2000 –
statement of directors’ shareholding 
the present directors of the group are shown on page 41 in accordance with the recommendations set out in the uk corporate governance 
code all the elected directors will submit themselves for reelection at the agm details of the directors’ service contracts are shown on page 61
the interests of the directors and each of their connected persons in the shares of the group as at 1 april 2013 and 30 march 2014 were  
as follows
30 march 2014 
ordinary shares 
of 0625p each
1 april 2013 
ordinary shares 
of 0625p each
dr richard steeves 1832472 1832472
gavin hil 33480 30400
dr adrian coward 31298 na
sir duncan nichol ––
jeff harris ––
constance baroudel 735 735
liz hewitt 2000 2000
there was no change in the shareholding of any director between the end of the ﬁnancial period and the date of this report
shareholder voting on the directors’ remuneration report for the year ended 31 march 2013
votes cast for against abstentions
47000164 46662159 338005 591533
993 07 –
constance baroudel
chairman of the remuneration committee
4 june 2014
69 synergy health plc annual report and accounts 2014 governance 
nomination committee report 
dear shareholder 
part of the committee’s remit is to review on a regular basis the composition and 
experience of the board its committees and senior management to ensure that  
the range of skills breadth of experience and diversity are fully accommodated  
to this end i am delighted that we have been able to appoint jeff harris as senior 
independent director jeff is a chartered accountant and brings with him experience 
beneﬁcial to the company in addition we have commenced a search for an 
additional nonexecutive director with the help of a ﬁrm of external search 
consultants which will add to and underpin the board’s skills base and experience
as you will see from the corporate governance report we have a good mix of skills 
experience and length of service amongst your board of directors and i expect this 
to continue
we have commissioned an externally led independent board evaluation which will 
be reviewed by the board and will form the basis for the overall succession planning 
for the board and its committees the outcome of this review will be included in the 
2015 annual report
sir duncan nichol
chairman of the nomination committee
4 june 2014
70 synergy health plc annual report and accounts 2014 nomination committee members
sir duncan nichol chairman
jeff harris 
constance baroudel
liz hewitt
committee activity
jeff harris the senior independent director was appointed to the 
committee on 1 september 2013 only members of the committee  
are entitled to be present at meetings but others may be invited by  
the committee to attend if appropriate
the nomination committee is responsible for considering all potential 
appointments to the board and for making suitable proposals to the 
board in relation to potential appointments it meets as and when board 
appointments or other senior positions within the group are made
the board has agreed formal rigorous and transparent procedures  
to be followed by the committee in making its recommendations  
and appointments to the board the committee has access to such 
information and advice both within the group and externally at the  
cost of the company as it considers necessary this may include  
the appointment of external executive search consultants where 
considered appropriate the committee met twice during the year
for the proposed new nonexecutive director role the company has 
engaged a ﬁrm of external search consultants to handle the search and 
recruitment process the nomination committee will be fully involved 
with both the recruitment and assessment of potential candidates 
a shortlist of candidates will be put through a rigorous assessment 
process and ﬁnal candidates will be interviewed by the whole 
nomination committee
the nomination committee reviews the senior leadership needs  
of the group to enable it to compete effectively in the market place  
the nomination committee also advises the board on succession 
planning for executive board appointments although the board is  
itself responsible for succession generally
the board’s diversity and equal opportunities policies are set out in  
the employee engagement and women on boards sections of the 
corporate governance report on pages 47 and 48 respectively
71 synergy health plc annual report and accounts 2014 governance 
directors’ report
the directors submit their annual report and the audited consolidated 
accounts of the company and its subsidiaries for the year ended  
30 march 2014
statutory disclosures
group results and dividends
there was a proﬁt for the period after taxation amounting to 
£34265000 2013 £31564000 an interim dividend of £5042213 
2013 £4614000 was paid on 13 december 2013 a ﬁnal dividend of 
2277p is proposed by the board for the period ended 30 march 2014 
the ﬁnal dividend will subject to shareholders’ approval be paid on 4 
september 2014 to shareholders on the register at 8 august 2014 the 
shares will be quoted exdividend from 6 august 2014 a review of the 
group’s performance for the period ended 30 march 2014 is contained 
in the strategic report
bribery
the company has further reviewed and updated its policies in light 
of the enactment of the bribery act 2010 the company remains 
committed to the highest standards of business conduct and insists 
all its employees act accordingly
the audit committee has reviewed and updated the company’s ethics 
and whistleblowing policies and the policies are available on the 
company’s website 
pensions
the group operates a deﬁned contribution group personal pension 
plan ‘gpp’ which permanent employees are invited to join the 
provision of the gpp is via aviva
all those employees who transfer from the public sector under the 
transfer of undertakings protection of employment regulations 2006 
are eligible to join the synergy health plc retirement beneﬁt scheme  
a deﬁned beneﬁt pension arrangement which is otherwise closed to 
new entrants the group company secretary is the chairman of the 
trustees there are two other company nominated trustees and  
one member nominated trustee there is a vacancy for one member 
nominated trustee details of all group pension schemes are  
contained in note 27 to the accounts on page 110
the company became subject to the occupational and personal 
pension schemes automatic enrolment regulations 2010 for 
employees in the uk on 1 september 2013 the gpp is compliant  
and is used for the purposes of these regulations and was registered 
accordingly
permanent employees outside the uk are usually offered membership 
of local pension arrangements where they exist
directors’ indemnity
in accordance with the company’s articles of association directors 
have been granted a continuing indemnity issued by the company to 
the extent permitted by law in respect of liabilities incurred as a result of 
their ofﬁce the indemnity would not provide any coverage to the extent 
that the director is proved to have acted fraudulently or dishonestly
directors’ and ofﬁcers’ liability insurance
during the period the company maintained insurance cover for 
directors’ and ofﬁcers’ liability as permitted under the companies  
act 2006
directors and directors’ interests
the present directors of the company are shown on page 41 of this 
report no other director served during the period the directors’ 
interests in the share capital of the company are set out in the  
directors’ remuneration report on page 69
corporate social responsibility
the statement on corporate social responsibility on page 38 contains 
disclosures concerning environmental matters employee involvement 
and social and community issues
contractual relationships or other arrangements
the company has no contractual relationships or other arrangements 
with contractors customers or suppliers that are critical to the business
the company has a number of signiﬁcant agreements the only 
agreements considered to be essential to the group as a whole concern 
its bank facilities which include change of control provisions in the 
event of a change in ownership of the company these provisions could 
result in renegotiation or withdrawal of the relevant facilities
policy and practice on payment of creditors
all group companies are responsible for establishing terms and 
conditions with their suppliers and it is group policy that payments are 
made within such agreed terms and conditions trade creditors at the 
period end amount to 44 days 2013 48 days of average supplies for 
the period
political and charitable donations
during the period the group made charitable donations totalling 
£88000 2013 £5000 no political donations were made during the 
period 2013 £nil
treasury and risk management
the group’s treasury and ﬁnancial risk management objectives and 
details in respect of the group’s exposure to these risks are detailed in 
note 19 to the ﬁnancial statements
greenhouse gas emissions
the table below details our global greenhouse gas ‘ghg’ emissions 
data for 2014
emissions
1
tonnes of co
2
e
combustion of fuel and operation of facilities 
ghg protocol scope 1 56961
electricity heat steam and cooling purchased for own use 
ghg protocol scope 2 41301
total 98262
intensity metric tonnes co2e  thousand gbp revenue £ 0258
1
 assessment results exclude transmission and distribution losses
we have reported on all of the emission sources required under the 
companies act 2006 strategic report and directors’ report 
regulations 2013 these sources fall within our consolidated ﬁnancial 
statements with the exception of scope 1 fugitive emissions which form 
a very small part of our footprint we do not have responsibility for any 
emission sources that are not included in our consolidated statement
the method we have used to calculate ghg emissions is the ghg 
protocol corporate accounting and reporting standard revised edition 
together with the latest emission factors from recognised public sources 
including but not limited to defra the international energy agency the 
us energy information administration the us environmental protection 
agency and the intergovernmental panel on climate change
in some cases emissions associated with our activities have been 
extrapolated or estimated to ensure as complete a picture as possible 
the largest area of uncertainty relates to sites where we operate within 
client hospital premises and do not have direct visibility of utility 
consumption data we are working with sustainability reporting experts 
ecometrica to further improve our carbon footprint data quality and 
reporting processes
72 synergy health plc annual report and accounts 2014 going concern
the company’s business activities together with the factors likely to 
affect its future development performance and position are set out on 
pages 1 to 37  the ﬁnancial position of the company its cash ﬂows 
liquidity position and borrowing facilities are described in the ﬁnancial 
review on pages 28 to 32 in addition notes 18 to 19 to the ﬁnancial 
statements include the company’s objectives policies and processes 
for managing its capital its ﬁnancial risk management objectives details 
of its ﬁnancial instruments and hedging activities and its exposure to 
credit risk and liquidity risk
the company has considerable ﬁnancial resources together with 
longterm contracts with a number of customers and suppliers across 
different geographic areas and market places as a consequence 
the directors believe that the company is well placed to manage its 
business risks successfully despite the current uncertain economic 
outlook the directors have a reasonable expectation that the company 
has adequate resources to continue in operational existence for the 
foreseeable future thus they continue to adopt the going concern basis 
of accounting in preparing the annual ﬁnancial statements
this statement in respect of the business as a going concern has been 
prepared in accordance with ‘going concern and liquidity risk 
guidance for directors of uk companies 2009’ published by the 
financial reporting council in october 2009
group companies
a full list of the group’s subsidiaries is detailed on page 119
risk management
details of the company’s principal risks and uncertainties are set out 
on pages 33 to 37 
substantial shareholders
at the date of this report the company had been notiﬁed of the  
following holdings of voting rights attaching to the company’s ordinary 
shares of 0625p each in accordance with the disclosure and 
transparency rules 
name shareholding 
axa investment managers sa 6866545 1167
prudential plc 3458504 629
invesco limited 3087 757 530
fc asset management plc 3038208 516
artemis investment management llp 2926688 497
blackrock inc 2705645 495
old mutual asset managers uk limited 2599250 474
newton investment management 2561177 471
kames capital 2357 675 400
norges bank 1991170 341
dr richard steeves 1832472 313
share capital
as at 30 march 2014 the company’s authorised share capital consisted 
of one class of 106000000 ordinary shares of 0625p each of which 
there were 58896145 ordinary shares in issue no shares are currently 
held in treasury during the period the company purchased 270500 
shares which were placed into treasury on 6 august 2013 which were 
subsequently used to satisfy the exercise of ltip options on 13 august 
2013 at that date authority had been granted to the company and 
remained in force for the purchase of up to 5852734 ordinary shares 
of which 5582234 ordinary shares were unused 
the rights and obligations attached to the company’s ordinary shares 
and restrictions on the transfer of shares in the company are set out in 
the company’s articles of association copies of which can be obtained 
from companies house in the uk or the group company secretary 
shareholders are entitled to receive dividends when declared to receive 
the company’s reports and ﬁnancial statements to attend and speak at 
general meetings of the company to appoint proxies and to exercise 
voting rights 
no person holds securities in the company carrying special rights with 
regard to control of the company the company is not aware of any 
agreements between the holders of securities that may result in 
restrictions on the transfer of securities or on voting rights
articles of association
unless expressly speciﬁed to the contrary in the articles of association 
of the company ‘the articles’ the articles may be amended by a 
special resolution of the company’s shareholders
additional information for shareholders
on a poll every member present in person or by proxy and entitled to 
vote shall have one vote for every ordinary share held the notice of the 
general meeting speciﬁes deadlines for exercising voting rights either by 
proxy notice or present in person or by proxy in relation to resolutions  
to be passed at general meeting all proxy votes are counted and the 
numbers for against or withheld in relation to each resolution are 
announced at the agm and published on the company’s website after 
the meeting there are no restrictions on the transfer of ordinary shares 
in the company other than 
  certain restrictions may from time to time be imposed by laws and 
regulations for example insider trading laws and
  pursuant to the listing rules of the fca whereby certain employees 
of the company require the approval of the company to deal in the 
company’s securities
there are no agreements between the company and its directors or 
employees providing for compensation for loss of ofﬁce or employment 
whether through resignation purported redundancy or otherwise that 
occurs because of a takeover bid
power to issue shares
at the last agm held on 25 july 2013 authority was given to the 
directors to allot unissued relevant securities in the company up to a 
maximum of £12193196 equivalent to one third of the issued share 
capital as at 5 june 2013 this authority expires on the date of the agm 
to be held on 23 july 2014 and the directors will seek to renew this 
authority for the following year 
a further special resolution passed at that meeting granted authority to 
the directors to allot equity securities in the company up to a maximum 
of 5 of the issued share capital of the company for cash without 
regard to the preemption provisions of the companies act 2006 this 
authority also expires on the date of the agm to be held on 23 july 
2014 and the directors will seek to renew this authority for the  
following year
appointment of directors
the articles give the directors power to appoint and replace directors 
under the terms of reference of the nomination committee any 
appointment must be recommended by the nomination committee 
for approval by the board of directors
the articles also require directors to retire and submit themselves for 
election at the ﬁrst agm following appointment and all directors who 
held ofﬁce at the time of the two preceding agms to submit themselves 
for reelection
however in accordance with the requirement under the code for 
annual election of directors all directors will submit themselves for 
reelection at the group’s agm on 23 july 2014
73 synergy health plc annual report and accounts 2014 governance 
directors’ report continued
powers of directors
the directors are responsible for managing the business of the 
company and may exercise all powers of the company subject to  
the provisions of relevant statutes to any directions given by special 
resolution and to the company’s memorandum and articles the 
articles for example contain speciﬁc provisions and restrictions 
concerning the company’s power to borrow money powers relating  
to the issuing of new shares are also included in the articles and such 
authorities are renewed by shareholders at the agm each year
directors’ responsibilities
the directors conﬁrm that the annual report and ﬁnancial statements 
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
the directors are responsible for preparing the annual report and the 
group and parent company ﬁnancial statements in accordance with 
applicable law and regulations 
company law requires the directors to prepare group and parent 
company ﬁnancial statements for each ﬁnancial year under that law 
they are required to prepare the group ﬁnancial statements in 
accordance with international financial reporting standards ifrs 
as adopted by the eu and applicable law and have elected to prepare 
the parent company ﬁnancial statements in accordance with uk 
accounting standards and applicable law uk generally accepted 
accounting practice under company law the directors must not 
approve the ﬁnancial statements unless they are satisﬁed that they  
give a true and fair view of the state of affairs of the group and parent 
company and of their proﬁt or loss for that period 
in preparing each of the group and parent company ﬁnancial 
statements the directors are required to
  select suitable accounting policies and then apply them consistently
  make judgements and estimates that are reasonable and prudent
  for the group ﬁnancial statements state whether they have been 
prepared in accordance with ifrs as adopted by the eu
  for the parent company ﬁnancial statements state whether 
applicable uk accounting standards have been followed subject 
to any material departures disclosed and explained in the parent 
company ﬁnancial statements and
  prepare the ﬁnancial statements on the going concern basis unless 
it is inappropriate to presume that the group and the parent 
company will continue in business
the directors are responsible for keeping proper accounting records 
that disclose with reasonable accuracy at any time the ﬁnancial position 
of the parent company and enable them to ensure that its ﬁnancial 
statements comply with the companies act 2006 they have general 
responsibility for taking such steps as are reasonably open to them to 
safeguard the assets of the group and to prevent and detect fraud and 
other irregularities 
under applicable law and regulations the directors are also responsible 
for preparing a strategic report directors’ report directors’ 
remuneration report and corporate governance statement that 
comply with that law and those regulations 
the directors are responsible for the maintenance and integrity of the 
corporate and ﬁnancial information included on the company’s website
legislation in the uk governing the preparation and dissemination of 
ﬁnancial statements may differ from legislation in other jurisdictions
responsibility statement
we conﬁrm that to the best of our knowledge
  the ﬁnancial statements prepared in accordance with the applicable 
set of accounting standards give a true and fair view of the assets 
liabilities ﬁnancial position and proﬁt or loss of the company and the 
undertakings included in the consolidation taken as a whole
  the strategic report includes a fair review of the development and 
performance of the business and the position of the issuer and the 
undertakings included in the consolidation taken as a whole 
together with a description of the principal risks and uncertainties 
that they face and
  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
disclosure of information to auditors
the directors who held ofﬁce at the date of approval of this report 
conﬁrm that so far as they are each aware there is no relevant audit 
information of which the group’s auditors are unaware and each 
director has taken all steps that heshe ought to have taken as a director 
to make himherself aware of any relevant audit information and to 
ensure that the group’s auditors are aware of that information
auditor
separate resolutions proposing appointment and determination 
of kpmg llp’s remuneration will be proposed at the agm on 
23 july 2014
on behalf of the board
tim mason 
group company secretary 
4 june 2014
74 synergy health plc annual report and accounts 2014 financial statements 
independent auditor’s report to the members of synergy health plc only
opinions and conclusions arising from our audit
1 our opinion on the ﬁnancial statements is unmodiﬁed 
we have audited the ﬁnancial statements of synergy health plc for the 
year ended 30 march 2014 set out on pages 77 to 123 in our opinion 
  the ﬁnancial statements give a true and fair view of the state of the 
group’s and of the company’s affairs as at 30 march 2014 and of 
the group’s proﬁt for the year then ended 
  the group ﬁnancial statements have been properly prepared in 
accordance with international financial reporting standards as 
adopted by the european union ifrss as adopted by the eu 
  the company ﬁnancial statements have been properly prepared in 
accordance with uk accounting standards 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
2 our assessment of risks of material misstatement
in arriving at our audit opinion above on the group ﬁnancial statements 
the risks of material misstatement that had the greatest effect on our 
audit were as follows
impairment of assets in the netherlands linen services business and chinese 
sterilisation business 
refer to page 52 audit committee report page 84 accounting policy 
and page 92 ﬁnancial disclosures
  the risk –the group has signiﬁcant property plant and equipment 
and intangible assets the healthcare linen services business in the 
netherlands continues to face challenging economic and market 
conditions while organic growth in the earlystage chinese 
sterilisation business has been slower than anticipated there is a 
risk that the book value of the assets in these businesses exceeds 
their recoverable amount as deﬁned in accounting standards and 
should therefore be written down in value impaired due to the 
inherent uncertainty involved in forecasting and discounting future 
cash ﬂows which are the basis of the recoverable amount this is 
one of the key judgemental areas that our audit is concentrated on 
  our response – our audit procedures included among others 
testing of the group’s budgeting process upon which the forecasts 
are based we held discussions with divisional management 
responsible for creation of these budgets to understand their view  
of the key inputs and sensitivities we critically assessed the 
reasonableness of divisional management’s assumptions in the 
201415 budget by evaluating the historical accuracy of forecasts in 
the past two years and comparing key inputs such as sales growth 
and operating margins to external data sources such as independent 
market reports competitor annual reports and oecd country gdp 
and inﬂation forecasts we utilised our own valuation specialist to 
assist us in evaluating the group’s assumptions made in deriving the 
discount rate for each business we also applied sensitivities to the 
key inputs particularly growth rates operating margins and the 
discount rate as we considered these to be the most sensitive to 
variation and sought to understand and assess the level of available 
headroom as a consequence of reasonable changes to these key 
inputs we also assessed whether the group’s disclosures about the 
outcome of their impairment assessment reﬂected our own analysis
identiﬁcation of items as nonrecurring £3254000 
refer to page 52 audit committee report page 82 accounting policy 
and page 88 ﬁnancial disclosures
  the risk – the group income statement includes a column that 
highlights items that are considered to be nonrecurring in nature 
these items are disclosed separately to enable the presentation of an 
‘underlying’ proﬁt proﬁt before amortisation of acquired intangibles 
and nonrecurring items for the year underlying proﬁt is a key 
performance indicator for the group the assessment as to whether 
income or expense should be identiﬁed as nonrecurring is a 
subjective and judgemental area and there is a risk that expenses 
that are not nonrecurring are identiﬁed as such and income that  
is nonrecurring is omitted
  our response – our audit procedures included among others 
critically assessing the nature of the items presented as non
recurring and challenging management’s rationale for identifying the 
income or expense to be included in these items in particular for the 
two most signiﬁcant areas of expenditure we did the following
  acquisition related costs we agreed the costs charged back to 
third party documentation being invoices proposals or letters of 
engagement we conﬁrmed that the costs are directly attributable 
to an acquisition or were incurred pursuing an acquisition target 
by comparing the project information in these invoices proposals 
and letters of engagement to the group’s acquisition and 
acquisition target projects in the year
  restructuring costs we assessed the expenses with reference to 
historical spend in previous years to conﬁrm the expenses were 
part of discrete identiﬁable projects we corroborated that the 
outlay met the group’s deﬁnition of a nonrecurring expense  
by conﬁrming it represented the physical closure of facilities 
redundancy costs for employees working at these facilities or the 
write down of relevant assets we also inspected documentation 
such as communication with employees to conﬁrm that 
restructuring provisions at the year end are in relation to 
committed and speciﬁc plans in assessing the amount 
recognised as a restructuring expense we considered the number 
of employees affected and the minimum amounts payable under 
local laws and regulations
  we have undertaken a detailed analysis of the income statement of 
the group to assess the completeness of the classiﬁcation of 
transactions as nonrecurring in nature
  we also assessed whether the group’s disclosures about non
recurring items reﬂected our own understanding of these costs
3  our application of materiality and an overview of the scope  
of our audit
the materiality for the group ﬁnancial statements as a whole was set at 
£25 million this has been determined with reference to a benchmark 
of group proﬁt before taxation of which it represents 58 which we 
consider to be one of the principal considerations for members of the 
company in assessing the ﬁnancial performance of the group 
we agreed with the audit committee to report to it all corrected  
and uncorrected misstatements we identiﬁed through our audit  
with a value in excess of £125000 in addition to other audit 
misstatements below that threshold that we believe warranted  
reporting on qualitative grounds
75 synergy health plc annual report and accounts 2014 audits for group reporting purposes were performed by component 
auditors at the reporting components in the following countries usa 
the netherlands germany ireland malaysia thailand france and 
switzerland and by the group audit team in the uk group reporting 
procedures covered 93 of total group revenue 87 of group proﬁt 
before taxation and 92 of total group assets 
the audits undertaken for group reporting purposes at the key reporting 
components of the company were all performed to the component 
materiality level set by the group audit team the component materiality 
applied to all was £1500000
detailed instructions were sent to all the auditors in these locations 
these instructions covered the signiﬁcant areas that should be covered 
by these audits which included the relevant risks of material 
misstatement detailed above and set out the information required to be 
reported back to the group audit team the group audit team visited 
the component auditors of the following locations the netherlands and 
usa in addition we held telephone meetings with the component 
auditors of the following locations france germany ireland malaysia 
thailand france and switzerland to discuss matters arising from the 
component reporting following completion of the audit ﬁeldwork 
4  our opinion on other matters prescribed by the companies act 
2006 is unmodiﬁed
in our opinion 
  the part of the directors’ remuneration report to be audited has 
been properly prepared in accordance with the companies act 
2006 
  the information given in the strategic report and directors’ report 
for the ﬁnancial year for which the ﬁnancial statements are prepared 
is consistent with the ﬁnancial statements and
  information given in the corporate governance statement set out on 
page 49 with respect to internal control and risk management 
systems in relation to ﬁnancial reporting processes and about share 
capital structures is consistent with the ﬁnancial statements 
5  we have nothing to report in respect of the matters on which we 
are required to report by exception 
under isas uk and ireland we are required to report to you if based 
on the knowledge we acquired during our audit we have identiﬁed other 
information in the annual report that contains a material inconsistency 
with either that knowledge or the ﬁnancial statements a material 
misstatement of fact or that is otherwise misleading 
in particular we are required to report to you if 
  we have identiﬁed material inconsistencies between the knowledge 
we acquired during our audit and the directors’ statement that they 
consider that the annual report and ﬁnancial statements taken as  
a whole is fair balanced and understandable and provides the 
information necessary for shareholders to assess the group’s 
performance business model and strategy or
  the section of the annual report describing the work of the group 
audit committee does not appropriately address matters 
communicated by us to the audit committee
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 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 or
  a corporate governance statement has not been prepared by the 
company 
under the listing rules we are required to review 
  the directors’ statement set out on page 73 in relation to going 
concern and 
  the part of the corporate governance statement on pages 4050 
relating to the company’s compliance with the nine provisions of the 
2010 uk corporate governance code speciﬁed for our review 
we have nothing to report in respect of the above responsibilities
scope of report and responsibilities
as explained more fully in the directors’ responsibilities statement set 
out on page 74 the directors are responsible for the preparation of the 
ﬁnancial statements and for being satisﬁed that they give a true and fair 
view a description of the scope of an audit of ﬁnancial statements is 
provided on the financial reporting council’s website at wwwfrcorguk
auditscopeukprivate this report is made solely to the company’s 
members as a body and is subject to important explanations and 
disclaimers regarding our responsibilities published on our website at 
wwwkpmgcomukauditscopeukco2013a which are incorporated into 
this report as if set out in full and should be read to provide an 
understanding of the purpose of this report the work we have 
undertaken and the basis of our opinions
tim widdas senior statutory auditor
for and on behalf of kpmg llp  statutory auditor  
chartered accountants  
st nicholas house 
park row  
nottingham 
ng1 6fq
4 june 2014
76 synergy health plc annual report and accounts 2014  restated to reflect the amendments to ias 19 employee benefits  see note 2
    
2014
restated  
2013
restated
 note 
before 
 amortisation  
of acquired  
intangibles and  
nonrecurring  
items 
£’000 
amortisation  
of acquired  
intangibles 
and  
nonrecurring  
items 
note 4 
£’000 
total
£’000
before 
 amortisation  
of acquired  
intangibles and  
nonrecurring  
items 
£’000 
amortisation  
of acquired  
intangibles 
and  
non
recurring  
items 
note 4 
£’000 
total
£’000
continuing operations      
revenue 3 380453 – 380453 361248 – 361248
cost of sales  224729 – 224729 220516 – 220516 
gross profit  155724 – 155724 140732 – 140732
administrative expenses      
– administration expenses excluding amortisation 
of acquired intangibles   94410 3254 97664
 
84519 
 
2441 
 
86960 
– amortisation of acquired intangibles  – 8557 8557 – 9062 9062 
  94410 11811 106221 84519 11503 96022 
operating profit  61314 11811 49503 56213 11503 44710
finance income 6 4141 – 4141 4060 – 4060
finance costs 7 10751 – 10751 10799 – 10799 
net finance costs  6610 – 6610 6739 – 6739 
profit before tax 4 54704 11811 42893 49474 11503 37971
income tax 8 12933 4305 8628 11319 4238 7081 
profit for the year  41771 7506 34265 38155 7265 30890
attributable to      
equity holders of the parent  41455 7506 33949 37885 7265 30620
noncontrolling interests  316 – 316 270 – 270
  41771 7506 34265 38155 7265 30890
earnings per share      
basic 10   5781p  5300p
diluted 10   5705p  5197p
consolidated income statement
for the period ended 30 march 2014
77 synergy health plc annual report and accounts 2014  restated to reflect the amendments to ias 19 employee benefits – see note 2 
 
 note 
2014 
£’000 
restated 
2013 
£’000 
profit for the year  34265 30890 
other comprehensive incomeexpense for the year    
items that are or may be reclassified to profit or loss    
exchange differences on translation of foreign operations  17844 6208 
cash flow hedges     
– fair value movement in equity  830 1385 
– reclassified and reported in net profit  1385 1341 
related tax movements  145 – 
  17434 6164 
items that will never be reclassified to profit or loss    
actuarial lossgain on defined benefit pension plans 27 3066 52 
related tax movements 20 159 163 
  2907 111 
    
other comprehensive expenseincome for the year  20341 6053 
  13924 36943 
total comprehensive income for the year    
attributable to    
equity holders of the parent  13701 36649 
noncontrolling interests  223 294 
  13924 36943 
consolidated statement of comprehensive income
for the period ended 30 march 2014
78 synergy health plc annual report and accounts 2014
financial statements the consolidated financial statements on pages 77 to 114 were approved by the board on 4 june 2014 and signed on its behalf by 
g hill 
director 
 note 
2014 
£’000
2013 
£’000
noncurrent assets  
goodwill 11 216246 223453
other intangible assets 12 48685 56289
property plant and equipment 13 259807 279705
investments  382 435
trade and other receivables 17 3020 1651
total noncurrent assets  528140 561533
current assets  
inventories 15 13477 15400
asset held for sale 16 2765 –
trade and other receivables 17 61530 66630
cash and cash equivalents  33811 25189
total current assets  111583 107219
total assets  639723 668752
capital and reserves attributable to the group’s equity holders  
share capital 23 368 365
share premium account  89909 89098
translation reserve  24708 42459
cash flow hedging reserve  664 1385 
merger reserve  106757 106757
retained earnings  123025 105774
equity attributable to equity holders of the parent  344103 343068
noncontrolling interest  2473 1307
total equity  346576 344375
current liabilities  
interestbearing loans and borrowings 18 3935 3125
trade and other payables 21 68412 77268
derivative financial instruments  830 1385
current tax liabilities  6731 6942
shortterm provisions 22 2472 394
total current liabilities  82380 89114
noncurrent liabilities  
interestbearing loans and borrowings 18 177455 199323
retirement benefit obligations 27 16882 15953
deferred tax liabilities 20 7529 8679
trade and other payables 21 913 645
provisions 22 7754 10295
deferred government grants  234 368
total noncurrent liabilities  210767 235263
total liabilities  293147 324377
total equity and liabilities  639723 668752
consolidated statement of ﬁnancial position
at 30 march 2014
79 synergy health plc annual report and accounts 2014  restated to reflect the amendments to ias 19 employee benefits – see note 2 
 
 note 
2014 
£’000 
restated
2013
£’000
profit for the year  34265 30890
adjustments  60768 60159
cash generated from operations  95033 91049
income tax paid  10162 4243
net cash generated from operating activities  84871 86806
cash flows from investing activities   
acquisition of subsidiary – net of cash  24 1558 28603
purchases of property plant and equipment  39243 47562
purchase of intangible assets  1671 1573
proceeds from sale of property plant and equipment and investment property  647 2367
purchase of financial asset  – 840
payment of preacquisition liabilities  – 6126
interest received  1609 1882
net cash used in investing activities  40216 80455
cash flows from financing activities   
dividends paid  12563 11122
dividends paid to minority interest  173 –
proceeds from borrowings  58302 82809
repayment of borrowings  70643 89506
repayment of hire purchase loans and finance leases  2349 2711
interest paid  6836 7508
proceeds from issue of shares  814 24169
proceeds from issue of shares – minority interest  1105 –
purchase of treasury shares  3046 –
net cash used in financing activities  35389 3869
net increase in cash and bank overdrafts  9266 2482
cash and bank overdrafts at beginning of period  25189 21986
exchange differences  2192 721
cash and bank overdrafts at end of period  32263 25189
   
  
2014  
£’000 
2013 
£’000
cash generated from operations   
profit for the period  34265 30890
adjustments for   
– depreciation   39297 41162
– amortisation of intangible assets  9406 9596
– equitysettled sharebased payments  1112 1800
– gain on settlement of deferred consideration  – 129
– loss on sale of tangible fixed assets  1463 100
– gain on sale of investment property  – 601
– curtailment and cessation gains on defined benefit pension schemes  716 1219
– finance income  4141 4060
– finance costs  10751 10799
– income tax expense  8628 7081
changes in working capital   
– inventories  1349 3331
– trade and other receivables  1417 898
– trade other payables and provisions  7798 6803
cash generated from operations  95033 91049
consolidated cash ﬂow statement
for the period ended 30 march 2014
80 synergy health plc annual report and accounts 2014
financial statements  restated to reflect the amendments to ias 19 employee benefits – see note 2 
the cash flow hedging reserve debit of £664000 2013 £1385000 debit and 2012 £1341000 debit represents the fair value gains and losses 
on hedging arrangements that are effective and qualify for cash flow hedge accounting the brought forward reserve of £1385000 debit unwound 
during the year and revaluation of existing instruments at the balance sheet date gave rise to the closing reserve the movement on cash flow 
hedges credit of £410000 includes a £145000 debit relating to deferred taxation deferred taxation relating to prior periods of £311000 is 
included in transfers 
the sharebased payment credit of £2129000 2013 £2545000 includes a debit of £357000 2013 credit £358000 relating to deferred 
taxation and a credit of £1374000 2013 credit £527000 relating to current taxation 
the movement on the treasury share reserve relates to the purchase and reissue during the year of 270500 treasury shares in order to partially 
satisfy the exercise of share options  
the accompanying accounting policies and notes form part of these financial statements 
 
 
share  
capital  
£’000 
share  
premium  
£’000 
 
 
 
treasury 
share 
reserve 
£’000 
merger  
reserve  
£’000 
cash flow  
hedging  
reserves  
£’000
translatio
n  
reserve  
£’000 
restated 
 
 
 
retained  
earnings  
£’000 
restated 
total  
attributable 
to equity 
holders  
of the parent  
£’000 
non
controlling  
interest
£’000
restated 
 
 
 
total  
equity  
£’000 
balance at 1 april 2012 346 64952 – 106757 1341 36275 83842 290831 822 291653 
         
total comprehensive income         
profit – – – – – – 30620 30620 27030890 
other comprehensive income         
translation of foreign operations – – – – – 6184 – 6184 24 6208 
net movements on cash flow hedges – – – – 44 – – 44 – 44 
actuarial movement net of tax – – – – – – 111 111 – 111 
total comprehensive income for the year – – – – 44 6184 30509 36649 294 36943 
transactions with owners of the  
company recognised directly in equity   
 
     
dividends paid – – – – – – 11122 11122 –11122 
noncontrolling interest recognised on acquisition – – – – – – – – 191 191 
issue of shares 19 24146 – – – – – 24165 – 24165 
sharebased payments net of tax – – – – – – 2545 2545 – 2545 
         
balance at 31 march 2013 365 89098 – 106757 1385 42459 105774 343068 1307 344375 
         
total comprehensive income         
profit – – – – – – 33949 33949 316 34265 
other comprehensive income         
translation of foreign operations – – – – – 17751 – 17751 93 17844 
net movements on cashflow hedges – – – – 410 – – 410 – 410 
actuarial movement net of tax – – – – – – 2907 2907 – 2907 
total comprehensive income for the year – – – – 410 17751 31042 13701 223 13924 
         
transactions with owners of the 
company recognised directly in equity   
 
     
dividends paid – – – – – – 12563 12563 – 12563 
movement in noncontrolling interest – – – – – – – – 162 162 
noncontrolling interest recognised in the period  – – – – – – – – 1105 1105 
issue of shares 3 811 – – – – – 814 – 814 
purchase of treasury shares  – – 3046 – – – – 3046 – 3046 
issueallocation of treasury of shares – – 3046 – – – 3046 – – – 
sharebased payments net of tax – – – – – – 2129 2129 – 2129 
transfers – – – – 311 – 311 – – – 
         
balance at 30 march 2014 368 89909 – 106757 664 24708 123025 344103 2473 346576 
consolidated statement of changes in equity
for the period 30 march 2014
81 synergy health plc annual report and accounts 2014 1 general information 
synergy health plc ‘the company’ and its subsidiaries together ‘the group’ deliver a range of specialist outsourced services to healthcare 
providers and other customers concerned with health management the company is registered in the united kingdom under company registration 
number 3355631 and its registered office is ground floor stella windmill hill business park whitehill way swindon wilts sn5 6nx 
the financial statements are rounded to the nearest thousand pounds and have been prepared and approved by the directors in accordance 
with international financial reporting standards as adopted for use in the eu ‘ifrs’ the company has elected to prepare its parent company 
financial statements in accordance with uk generally accepted accounting principles ‘uk gaap’ these are presented on pages 115 to 123 
2 accounting policies 
basis of accounting 
the consolidated financial statements incorporate the financial statements of the company and entities controlled by the company its subsidiaries 
made up to the nearest weekend to 31 march each year the current accounting period is 52 weeks in length 2013 52 weeks in length  
basis of consolidation 
control is achieved where the company has the power to govern the financial and operating policies of an investee entity so as to obtain 
benefits from its activities 
the results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date 
of acquisition or up to the effective date of disposal as appropriate where necessary adjustments are made to the financial statements of 
subsidiaries to bring the accounting policies used in line with those used by the group all intragroup transactions balances income and expenses 
are eliminated on consolidation 
jointlycontrolled entities are those entities over whose activities the group has joint control established by contractual agreement the consolidated 
financial statements include the group’s proportionate share of the entities’ assets liabilities revenue and expenses with items of a similar nature 
on a linebyline basis from the date that joint control commences until the date that joint control ceases 
measurement convention 
the financial statements are prepared on the historical cost basis except as disclosed in the accounting policies set out below  
going concern 
in adopting the going concern basis for preparing the financial statements the directors have considered the group’s business activities as set out in 
the strategic review and regional review the financial position of the group and its cash flows and borrowing requirements as set out in the finance 
director’s review and the principal risks and uncertainties set out on pages 33 to 37 based on the group’s cash flow forecasts and projections the 
board is satisfied that the group will be able to operate within the level of its facilities for the foreseeable future for this reason the group continues 
to adopt the going concern basis in preparing its consolidated financial statements 
business combinations 
the group applies ifrs 3 revised ‘business combinations’ in accounting for business combinations the acquisition of subsidiaries is accounted 
for using the purchase method the cost of the acquisition is measured at the aggregate of the fair values at the date of exchange of assets given 
liabilities incurred or assumed and equity instruments issued by the group in exchange for control of the acquiree the acquiree’s identifiable 
assets liabilities and contingent liabilities that meet the conditions for recognition are recognised at their fair value at the acquisition date provisional 
fair value allocations are reviewed and if necessary adjusted no later than one year from the acquisition date costs that the group incurs in 
connection with a business combination other than those associated with the issue of debt or equity securities are expensed as incurred 
revenue recognition 
revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services 
provided in the normal course of business net of discounts vat and other salesrelated taxes 
the principal activity of the group is the provision of services but sometimes goods are also supplied usually as part of a service offering revenue 
is recognised once the service has been completed and the group has transferred the significant risks and rewards of ownership of the goods to the 
buyer the group does not participate in activities which need to be accounted for under longterm contract accounting rules 
nonrecurring items 
nonrecurring income and expenses are those items that are oneoff in nature and create significant volatility in reported earnings and are therefore 
reported separately in the income statement  
retirement benefit costs 
payments to defined contribution retirement benefit schemes are charged as an expense as they fall due payments made to statemanaged 
retirement benefit schemes are dealt with as payments to defined contribution schemes where the group’s obligations under the schemes are 
equivalent to those arising in a defined contribution retirement benefit scheme 
for defined benefit schemes the cost of providing benefits is determined using the projected unit credit method with actuarial valuations being 
carried out at each balance sheet date actuarial gains and losses are recognised in full in the period in which they occur and presented in the 
consolidated statement of comprehensive income past service cost is recognised immediately to the extent that the benefits are already vested 
 
 
notes to the consolidated ﬁnancial statements
for the period ended 30 march 2014
82 synergy health plc annual report and accounts 2014
financial statements 2 accounting policies continued 
the retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted for 
unrecognised past service cost and as reduced by the fair value of scheme assets any asset resulting from this calculation is limited to past 
service cost plus the present value of available refunds and reductions in future contributions to the scheme 
finance charges and income 
interest charges and income are accounted for on an accruals basis financing transaction costs that relate to financial liabilities are charged 
to interest expense by reference to the effective interest rate method and are recognised within the carrying value of the related financial liability 
on the balance sheet fees paid for the arrangement of credit facilities are recognised through the finance expense over the term of the facility 
where assets or liabilities on the group balance sheet are carried at net present value the increase in the amount due to unwinding the 
discount is recognised as a finance expense or finance income as appropriate 
taxation 
the tax expense represents the sum of the tax currently payable and deferred tax  
the tax currently payable is based on the taxable profit for that year taxable profit differs from profit as reported in the income statement because 
it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or 
deductible furthermore as the group operates in many jurisdictions and is subject to tax audits which are complex and can take several years  
to conclude the accrual for current tax includes provisions for uncertain tax positions which require estimates for each matter and the exercise  
of judgement in respect of the interpretation of tax laws and the likelihood of challenge of historic tax positions as amounts provided in any year 
could differ from the eventual tax liabilities subsequent adjustments may arise which may have a material impact on the groups tax rate andor 
cash payments the groups liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance 
sheet date 
deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial 
statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method deferred tax 
liabilities are recognised for taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits 
will be available against which deductible temporary differences can be utilised  
deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and joint ventures except where the 
group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable 
future deferred tax is not recognised on taxable temporary differences arising on the initial recognition of goodwill or for temporary differences 
arising from the initial recognition of assets and liabilities in a transaction that is not a business combination and that affect neither accounting 
nor taxable profit  
deferred tax is calculated at the tax rates that have been enacted or substantively enacted by the balance sheet date deferred tax is charged or 
credited in the income statement except when it relates to items charged or credited directly to equity in which case the deferred tax is also dealt 
with in equity deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax 
liabilities and when they relate to income taxes levied by the same tax authority and the group intends to settle its current tax assets and liabilities 
on a net basis 
dividends 
final dividends are recorded in the financial statements in the period in which they are approved by the group’s shareholders interim dividends 
are recorded in the period in which they are approved and paid  
intangible assets 
goodwill 
goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of the identifiable 
assets and liabilities of a subsidiary at the date of acquisition goodwill is initially recognised at cost and is subsequently measured at cost less 
any accumulated impairment losses goodwill is reviewed for impairment at least annually any impairment is recognised immediately in the 
income statement 
other intangible assets 
intangible assets acquired by the group are initially capitalised at fair value as at the date of the acquisition and subsequently stated at carrying 
value less accumulated amortisation and impairment losses intangible assets are amortised from the date they are available for use amortisation is 
charged to the income statement on a straightline basis over their estimated useful lives as follows 
customerrelated intangibles  5–15 years 
trade names  10 years 
costs incurred in setting up longterm agreements are capitalised as intangible assets and amortised over the life of the contract to which the costs 
relate technology licences are amortised from the date that they generate economic benefit and over the period of that benefit 
property plant and equipment 
land and buildings 
the group’s policy is not to revalue property for accounting purposes  
83 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
 
2 accounting policies continued  
depreciation 
depreciation is charged so as to write off the cost of tangible noncurrent assets excluding cobalt less estimated residual values over their 
estimated useful lives in equal annual instalments as follows 
freehold land not depreciated plant and machinery 3–20 years 
freehold property 50 years office equipment 3–5 years 
leasehold improvements period of lease cobalt 15 years 
assets in the course on construction not depreciated circulating inventory 1–5 years 
cobalt is depreciated over 15 years the reducing balance method is used for the first eight years then the residual net book value is depreciated 
on a straightline basis over seven years this method has been selected to align the depreciation charge with the radioactive decay profile of the 
cobalt60 isotope potential decommissioning costs are also capitalised and amortised over 15 years a corresponding provision is recognised 
in the balance sheet on acquisition  
circulating inventory mainly comprises linen textile assets provided to customers on a rental service basis assets held under finance leases are 
depreciated over their expected useful lives on the same basis as owned assets or where shorter over the term of the relevant lease 
during the year management reassessed the useful economic lives of certain assets to establish consistency across the group the net impact  
of this change in accounting estimate was a recurring and sustainable decrease of 43 to the group’s depreciation charge  
assets held under leases 
leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee 
all other leases are classified as operating leases  
assets held under hire purchase contracts are recognised as assets of the group at their fair value or if lower the present value of the minimum 
lease payments each determined at the inception of the lease the corresponding liability to the lessor is included in the balance sheet as a finance 
lease obligation lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate 
of interest on the remaining balance of the liability  
rentals payable under operating leases are charged to income on a straightline basis over the term of the relevant lease benefits received and 
receivable as an incentive to enter into an operating lease are also spread on a straightline basis over the lease term 
impairment of tangible and intangible assets  
at each balance sheet date the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication 
that those assets have suffered an impairment loss if any such indication exists the recoverable amount of the asset is estimated in order to 
determine the extent of the impairment loss if any where the asset does not generate cash flows that are independent from other assets the 
group estimates the recoverable amount of the cashgenerating unit to which the asset belongs an intangible asset with an indefinite useful life  
is tested for impairment annually and whenever there is an indication that the asset may be impaired 
recoverable amount is the higher of fair value less costs to sell and value in use in assessing value in use the estimated future cash flows are 
discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks 
specific to the asset for which the estimates of future cash flows have not been adjusted 
if the recoverable amount of an asset or cashgenerating unit is estimated to be less than its carrying amount the carrying amount of the asset 
cashgenerating unit is reduced to its recoverable amount any impairment in value is recognised in the income statement 
investment property 
investment properties are properties land and buildings which are held either to earn rental income or for capital appreciation or for both 
investment properties are stated at cost less accumulated depreciation depreciation is charged so as to write off the cost of the buildings 
over 50 years land is not depreciated 
inventories 
inventories are stated at the lower of cost and net realisable value cost comprises direct materials and where applicable direct labour costs and 
those overheads that have been incurred in bringing the inventories to their present location and condition net realisable value represents the 
estimated selling price less all estimated costs of completion and costs to be incurred in marketing selling and distribution 
provisions 
provisions are recognised when the group has a present obligation as a result of past event and it is probable that the group will be required to 
settle that obligation provisions are measured at the director’s best estimate of the expenditure required to settle the obligation at the balance sheet 
date and are discounted to present value where appropriate  
financial instruments 
financial assets and financial liabilities are recognised on the group’s balance sheet when the group becomes a party to the contractual provisions 
of the instrument 
trade receivables  
trade receivables are nonderivative financial assets which arise when the group provides goods or services directly to a third party and where 
there is no intention of trading the financial asset the receivables are initially recognised at fair value they are subsequently measured at amortised 
cost using the effective interest method less provision for impairment any change in their value through impairment or reversal of impairment is 
recognised in the income statement 
84 synergy health plc annual report and accounts 2014
financial statements 2 accounting policies continued  
provision against trade receivables is made when objective evidence is received that the group will not be able to collect all amounts due to it in 
accordance with the original terms of those receivables the amount of the write down is determined as the difference between the asset’s carrying 
amount and the present value of estimated future cash flows 
cash and cash equivalents  
cash and cash equivalents comprise cash on hand and demand deposits and other shortterm highly liquid investments that are readily convertible 
to a known amount of cash and are subject to an insignificant risk of changes in value 
overdrafts that are repayable on demand and form an integral part of the group’s cash management are netted off against cash 
financial liabilities and equity instruments  
financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into an equity 
instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities 
bank borrowings  
interestbearing bank loans and overdrafts are initially recorded at fair value net of direct issue costs finance charges including premiums payable 
on settlement or redemption and direct issue costs are accounted for on an accrual basis in profit or loss using the effective interest rate method 
and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise 
trade payables  
trade payables are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method 
equity instruments  
equity instruments issued by the company are recorded at the proceeds received net of direct issue costs 
derivative financial instruments and hedge accounting  
the group’s activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates the group uses floating 
to fixed interest rate swaps and foreign exchange forward contracts to manage these exposures some of these contracts are designated as cash 
flow hedges under ias 39 ‘financial instruments recognition and measurement’ the group does not use derivative financial instruments 
for speculative purposes derivative financial instruments are measured at fair value  
changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows or against net 
investment in overseas subsidiaries are recognised directly in equity and any ineffective portion is recognised immediately in the income statement 
if the cash flow hedge of a firm commitment or forecasted transaction results in the recognition of a nonfinancial asset or liability then at the time 
the asset or liability is recognised the associated gains or losses on the derivative that had previously been recognised in equity are included in the 
initial measurement of the asset or liability for hedges that do not result in the recognition of an asset or a liability amounts deferred in equity are 
recognised in the income statement in the same period in which the hedged item affects net profit or loss 
changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement as 
they arise 
hedge accounting is discontinued when the hedging instrument expires or is sold terminated or exercised or no longer qualifies for hedge 
accounting at that time any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted 
transaction occurs if a hedged transaction is no longer expected to occur the net cumulative gain or loss recognised in equity is transferred 
to the income statement 
derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics 
are not clearly related to those of the host contracts and the host contracts are not carried at fair value with gains or losses reported in the income 
statement 
foreign currencies 
the individual financial statements of each group company are presented in the currency of the primary economic environment in which it 
operates its functional currency for the purpose of the consolidated financial statements the results and financial position of each group 
company are expressed in pounds sterling which is the functional currency of the company and the presentation currency for the consolidated 
financial statements 
in preparing the financial statement of the individual companies transactions in currencies other than the entity’s functional currency foreign 
currencies are recorded at rates of exchange prevailing at the dates of the transactions at each balance sheet date monetary assets and liabilities 
that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date nonmonetary items that are 
measured in terms of historical cost in a foreign currency are not retranslated 
exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included in the income 
statement  
in order to manage its exposure to certain foreign exchange risks the group enters into forward contracts and options see above for the details 
of the group’s accounting policies in respect of such derivative financial instruments 
for the purpose of presenting consolidated financial statements the assets and liabilities of the group’s foreign operations are translated at 
exchange rates prevailing on the balance sheet date income and expense items are translated at the average exchange rates for the period 
unless exchange rates fluctuate significantly during that period in which case the exchange rates at the date of transactions are used exchange 
differences arising if any are classified as equity and transferred to the group’s translation reserve  
85 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
2 accounting policies continued  
sharebased payments 
the group has applied the requirements of ifrs 2 ‘sharebased payments’ in accordance with the transitional provisions ifrs 2 has been 
applied to all grants of equity instruments after 7 november 2002 that were unvested at 3 april 2005 
the group issues equitysettled sharebased payments to certain employees equitysettled sharebased payments are measured at fair value 
excluding the effect of nonmarketbased vesting conditions at the date of grant the fair value of each award is expensed on a straightline basis 
over the vesting period based on the group’s estimate of shares that will eventually vest and adjusted for the effect of nonmarketbased vesting 
conditions the level of vesting is reviewed annually the charge is adjusted to reflect actual and estimated levels of vesting  
fair value is measured by use of a blackscholes model except for the long term incentive plan awards which are subject to a total shareholder 
return performance condition where a model following similar principles to the monte carlo approach is used the expected life used in the model 
has been adjusted based on management’s best estimate for the effects of nontransferability exercise restrictions and behavioural considerations 
critical accounting estimates and judgements 
the preparation of financial statements in conformity with ifrs requires management to make judgements estimates and assumptions that affect 
the application of policies and reported amounts of assets and liabilities income and expenses where estimates and associated assumptions are 
made they are based on historical experience and various other factors that are believed to be reasonable under the circumstances the results of 
which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources 
actual results may differ from these estimates 
the estimates and underlying assumptions are reviewed on an ongoing basis key areas of judgement and estimate uncertainty are set out below 
• impairment tests have been undertaken with respect to goodwill note 11 using commercial judgement and a number of assumptions and 
estimates have been made to support their carrying amounts sensitivity analysis as at 30 march 2014 has indicated that no reasonable 
foreseeable change in the key assumptions used in the impairment model will result in a significant impairment charge being recorded in the 
financial statements in addition a more detailed review has been carried out on certain group assets focusing on whether these assets required 
impairment following the review no impairment was judged to be required 
• the designation of certain items of income and of cost as ‘nonrecurring’ in nature and their separate disclosure as such in the primary statements 
of the group’s consolidated accounts 
• in relation to the group’s property plant and equipment note 13 useful economic lives and residual values of assets have been established using 
historical experience and an assessment of the nature of the assets involved  
• in relation to the group’s cobalt provision costs of future disposal are based on contractual arrangements with third parties and latest disposal 
cost estimates 
• the group cobalt depreciation policy is based on the actual physical decay of the cobalt60 isotope 
• in relation to the group’s defined benefit pension schemes actuarial assumptions are established using relevant market benchmark data and with 
the advice of external qualified actuaries pension deficit valuations are most sensitive to changes in the underlying discount rate and inflation 
assumptions 
• customerrelated intangibles that are acquired as part of an acquisition are valued based on the forecast discounted cash flows arising from these 
customers taking account of historically observed customer attrition rates 
• the group operates in a number of countries all of which have their own tax legislation deferred tax assets and liabilities are recognised at the 
current tax rate which may not be the tax rate at which they unwind the group has available tax losses some of which have been recognised  
and some of which have not based upon management’s judgement of the ability of the group to utilise those losses  
adoption of new standards 
with effect from 1 january 2013 the group has adopted the amendments to ias 19 employee benefits issued by the iasb in june 2011 
this amendment has been applied retrospectively resulting in the restatement of certain previously reported figures  
in the year ended 31 march 2013 financing income in the income statement decreased by £875000 with a corresponding increase in the 
actuarial gain recognised in the statement of comprehensive income the related deferred tax credit in the income statement increased by 
£201000 with a corresponding reduction in the deferred tax credit recognised in the statement of comprehensive income the impact of these 
changes in the year to 30 march 2014 is not materially different from these figures 
the following new standards amendments to standards or interpretations must be applied for the first time by the group for the period ending 
30 march 2014 but are not currently relevant 
• ifrs 10 consolidated financial statements  
• ifrs 11 joint arrangements  
• ifrs 12 disclosure of interests in other entities  
• ias 27 separate financial statements  
• ias 28 investments in associates and joint ventures  
• amendments to ifrs 10 ifrs 12 ias 27 ias 32 and ias 36  
• ifric 21 levies  
86 synergy health plc annual report and accounts 2014
financial statements 2 accounting policies continued  
the group chose not to adopt any of the above standards and interpretations early other than the impact of ias 19 revised no significant net 
impact from the adoption of these new standards is expected  
3 segmental information 
the group is organised into four operating segments and information on these segments is reported to the chief operating decision maker 
‘codm’ for the purposes of resource allocation and assessment of performance the codm has been identified as the board of directors the 
four operating segments are the uk  ireland europe  middle east the americas and asia  africa  
the segments derive their revenues from the same range of products and services – being the provision of hospital sterilisation services ‘hss’ 
applied sterilisation technologies ‘ast’ and healthcare services the codm monitors the performance of the operating segments based on 
adjusted operating profit being operating profit excluding the impact of amortisation on acquired intangibles and nonrecurring items 
segment information is presented below during the period management undertook a review of the allocation of certain reseller customers between 
the segments some customers were reallocated between segments and consequently the comparative data presented for previous periods has 
been restated 
 
uk  ireland 
2014 
£’000 
europe  
middle east 
2014 
£’000 
asia  africa 
2014 
£’000 
americas  
2014 
£’000 
total  
2014
£’000
revenue from external customers 164701 119118 18798 77836 380453
segment profit 34718 19984 3730 8765 67197
segment depreciation 12978 17486 4442 4391 39297
segment assets 228265 244196 81772 83942 638175
 
the table below reconciles the total segment profit above to the group’s operating profit and profit before tax 
 restated to reflect the amendments to ias 19 employee benefits – see note 2 
the table below analyses the group’s revenues from external customers between the three principal productservice groups 
ifrs 8 operating segments requires the group to disclose information about the extent of its reliance on its major customers the group has no 
single customer making up more than 10 of total revenues  
 
restated 
 
uk  ireland  
2013  
£’000 
restated
europe 
middle east 
2013 
£’000
restated 
 
asia  africa  
2013  
£’000 
restated 
 
americas  
2013  
£’000 
total  
2013  
£’000
revenue from external customers 160559 120183 18113 62393 361248
segment profit 34454 16677 3867 7328 62326
segment depreciation 13330 19451 4438 3943 41162
segment assets 229930 254345 91435 93042 668752
2014 
£’000 
restated
2013  
£’000
total segment profit 67197 62326
unallocated amounts    
– corporate expenses 5883 6113 
– nonrecurring costs 3254 2441 
amortisation of acquired intangibles 8557 9062 
operating profit 49503 44710
net finance costs 6610 6739 
profit before tax 42893 37971
2014 
£’000 
2013  
£’000 
healthcare solutions 179663 171893 
hospital sterilisation services 85771 82073 
applied sterilisation technologies 115019 107282 
 380453 361248 
87 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
 
3 segmental information continued 
the table below analyses the group’s revenue from external customers and noncurrent assets other than financial instruments investment 
properties deferred taxation and rights under insurance by geography 
during the period management undertook a review of the allocation of certain reseller customers between the uk  ireland europe  middle east 
and asia  africa segments some customers were reallocated between segments and consequently the comparative data presented for previous 
periods has been restated 
4 profit before tax 
profit before tax has been arrived at after chargingcrediting 
nonrecurring items of £3254000 2013 £2441000 have been charged in arriving at operating profit the table and accompanying notes 
provide further details 
net nonrecurring items and acquisitionrelated costs during the period were £33 million £14 million related to acquisition transaction fees the 
most significant component of this cost was £06 million net of the reimbursement of costs under an exclusivity agreement relating to an ultimately 
unsuccessful acquisition within the netherlands we have incurred restructuring costs of £18 million on the closure of two laundries and two wash 
centers along with the conversion of a laundry to a wash center 
in the prior year nonrecurring items of £2441000 were charged in arriving at operating profit the table and accompanying notes provide 
further details 
transaction costs incurred on the acquisition of businesses were recognised in the income statement these costs related primarily to the 
acquisition of sri which is disclosed in more detail in note 24 during the prior period the group incurred costs in restructuring both sri and the 
linen business in the netherlands these costs related mainly to employee termination payments and property costs the total impact of non
recurring items on profit after tax was a charge of £1761000  
  
2014 
  
restated 
 
2013 
 
 
revenue  
£’000 
noncurrent 
assets 
£’000  
revenue  
£’000 
noncurrent 
assets 
£’000 
uk 147859 146191  144866 145623 
netherlands 92528 116200  95296 125827 
usa 76009 41793  59904 44484 
rest of world 64057 223956  61182 245599 
 380453 528140  361248 561533 
 
2014  
£’000 
2013
£’000
depreciation of property plant and equipment 39297 41162
amortisation of acquired intangible assets  8557 9062
amortisation of purchased intangible assets 849 534
cost of inventories recognised as expense 33027 32918
staff costs note 5  143108 139089
foreign exchange gainloss 140 238 
auditors’ remuneration for audit services 448 469
 £’000 
closure of certain operating and manufacturing facilities  1820 
costs incurred on the acquisition and disposal of businesses  1353 
other 81 
2014 nonrecurring charge 3254 
 £’000 
closure of certain operating and manufacturing facilities  3000 
cessation gain on defined benefit pension scheme 699 
costs incurred on the acquisition and disposal of businesses  473 
gain on disposal of investment property 437 
contingent consideration on acquisitions  129 
other 233 
2013 nonrecurring charge 2441 
88 synergy health plc annual report and accounts 2014
financial statements 4 profit before tax continued 
a more detailed analysis of auditors’ remuneration is provided below 
the principal nonaudit service was for transactionrelated advisory fees and amounted to £941000 for the period 
5 staff costs 
the average number of monthly employees employed by the group during the year including executive directors was as follows 
their aggregate remuneration comprised 
details of the directors’ aggregate emoluments can be found in the directors’ remuneration report commencing on page 54 
6 finance income 
 restated to reflect the amendments to ias 19 employee benefits – see note 2 
 
2014  
£’000 
2013 
£’000
audit services  
– audit of these financial statements 82 73
– audit of financial statements of subsidiaries 366 396
 448 469
– auditrelated regulatory reporting 18 18
– other services 992 160
 
2014  
number 
2013 
number
production 4028 4262
selling and distribution 328 278
administration 751 716
 5107 5256
 
2014 
£’000 
2013  
£’000 
wages and salaries 123162 118943 
social security costs 12316 13003 
sharebased payments  1112 1800 
other pension costs 5796 5343 
total staff costs 142386 139089 
 
2014  
£’000 
restated
2013  
£’000
interest on bank deposits 1673 1883
interest income on defined benefit pension scheme assets 2468 2177
total financing income 4141 4060
89 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
 
7 finance costs 
8 taxation 
 restated to reflect the amendments to ias 19 employee benefits – see note 2 
uk corporation tax is calculated at 23 2013 24 of the estimated assessable profit for the year taxation for overseas operations is calculated 
at the local prevailing rates  
a reduction in the uk corporation tax rate from 24 to 23 effective from 1 april 2013 was substantively enacted on 5 july 2012 and further 
reductions to 21 effective from 1 april 2014 and 20 effective from 1 april 2015 were substantively enacted on 2 july 2013 this will reduce 
the companys future current tax charge accordingly the deferred tax liability at 30 march 2014 has been calculated based on the rate of 20 
substantively enacted at the balance sheet date  
the charge for the year can be reconciled to the profit before tax per the income statement as follows 
 restated to reflect the amendments to ias 19 employee benefits – see note 2 
 
 
2014  
£’000 
2013 
£’000 
on bank loans and overdrafts 7164 6901 
finance charges in respect of hire purchase loans 247 436 
other interest payable and similar charges 194 171 
total external borrowing costs 7605 7508 
unwinding of discount on provisions 94 82 
interest on defined benefit plan obligations 3052 3209 
total financing cost 10751 10799 
 
2014  
£’000 
restated 
2013 
£’000 
current tax   
uk tax 4414 4010 
overseas tax  8707 3990 
adjustment in respect of prior years 2507 2516 
total current tax 10614 5484 
deferred tax   
origination and reversal of temporary differences 919 1010 
adjustment in respect of prior years 228 958 
effect of rate change 839 371 
total deferred tax 1986 1597 
total tax in income statement 8628 7081 
 
2014 
£’000 
restated 
2013 
£’000 
profit before tax 42893 37971 
tax at the uk corporation tax rate of 23 2013 24 9865 9113 
effect of   
expenses not deductible for tax purposes and other permanent differences 553 94 
different tax rates on overseas earnings 592 373 
overseas withholding tax 116 – 
adjustment in respect of prior years 2735 1550 
effect of change in uk corporation tax rate 629 296 
changes in the recognition of tax losses 866 465 
tax charge for year 8628 7081 
90 synergy health plc annual report and accounts 2014
financial statements 9 dividends 
the board of directors will recommend to the shareholders a final dividend for the period ended 30 march 2014 of 1420p 2013 1280p  
10 earnings per share 
 
2014  
£’000
restated
2013  
£’000
earnings 
earnings for the purposes of basic earnings per share being net profit attributable to equity holders of the parent 33949 30620
 
 
shares  
’000 
shares  
’000
number of shares  
weighted average number of ordinary shares for the purposes of basic earnings per share 58726 57769
effect of dilutive potential ordinary shares  
share options 784 1148
weighted average number of ordinary shares for the purposes of diluted earnings per share 59510 58917
earnings per ordinary share  
basic  5781p 5300p
diluted  5705p 5197p
 
 restated to reflect the amendments to ias 19 employee benefits – see note 2 
 
2014  
£’000 
2013 
£’000
amounts recognised as distributions to equity holders in the period  
final dividend for the prior period of 1280p 2013 1118p per share 7521 6512
interim dividend for the current period of 857p per share 2013 790p per share 5042 4610
 12563 11122
 £’000 
restated
£’000
adjusted earnings per share  
operating profit 49503 44710
amortisation of acquired intangible assets 8557 9062
nonrecurring items 3254 2441
adjusted operating profit 61314 56213
net finance costs 6610 6739 
adjusted profit on ordinary activities before taxation 54704 49474
taxation on adjusted profit on ordinary activities 12933 11319 
noncontrolling interest 316 270 
adjusted net profit attributable to equity holders of the parent 41455 37885
adjusted basic earnings per share  7059p 6558p
adjusted diluted earnings per share  6966p 6430p
91 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
 
11 goodwill 
goodwill acquired on a business combination is allocated at acquisition to the cashgenerating units ‘cgus’ that are expected to benefit from 
that business combination the carrying amount of goodwill has been allocated as shown in the table below this table also provides the 
assumptions used by management in assessing the carrying value of these amounts 
the group tests goodwill for impairment annually or more frequently if there are indications that goodwill might be impaired an impairment test  
is a comparison of the carrying value of the assets of a segment to their recoverable amount based on a value in use calculation an impairment 
results where the recoverable amount is less than the carrying value during the year the goodwill for each segment was separately assessed and 
tested for impairment with £nil 2013 £nil impairment charges resulting in addition as described in the audit committee report on page 52  
a more detailed review has been carried out on certain group assets focusing on whether these assets required impairment following the review 
no impairment was judged to be required 
as part of testing goodwill for impairment detailed forecasts of operating cash flows for a period of five years are derived from the most recent 
financial forecasts approved by management cash flows for the period beyond the financial forecasts are extrapolated based on estimates of future 
growth rates as disclosed above for each segment the future growth rates used in the recoverable amount calculation do not exceed the longterm 
average growth rates for the markets to which each segment is dedicated  
discount rates have been calculated based on pretax rates that reflect current market assessments of the time value of money and the risks 
specific to the segment in determining the discount rate management have sought to arrive at a pretax weighted average cost of capital using the 
capital asset pricing model to determine the cost of equity and then weighting the overall cost of capital for the group by equity and debt the 
discount rates applied to each specific cgu are set out in the table above 
a number of key assumptions are used as part of impairment testing these key assumptions are made by management reflecting past experience 
combined with their knowledge as to future performance and relevant external sources of information in determining the recoverable amount of 
each segment the key assumptions are discount rate long term growth rate future sales prices and volumes new business won and the cost 
structure of each business 
sensitivity analysis as at 30 march 2014 has indicated that no reasonable foreseeable change in the key assumptions used in the impairment 
model will result in a significant impairment charge being recorded in the financial statements 
 £’000 
cost and carrying amount  
at 1 april 2012  218305 
exchange differences 3798 
recognised on acquisition of businesses 1350 
at 31 march 2013 223453 
exchange differences 8427 
recognised on acquisition of businesses 1220 
at 30 march 2014 216246 
   2014    2013
 
pretax 
discount  
rate  
 
midterm  
growth  
rates  
 
perpetuity  
growth  
rates  
 £’000  
pretax 
discount  
rate  
 
midterm  
growth  
rates  
 
perpetuity 
growth 
rates 
 £’000
uk  ireland segment 82 80 20 61955  75 80 20 60996
europe  middle east segment  81 40 20 117101  73 40 20 119588
americas segment 83 100 20 15558  79 100 20 17046
asia  africa segment 83 80 20 21632  76 80 20 25823
   216246    223453
92 synergy health plc annual report and accounts 2014
financial statements 12 other intangible assets 
amortisation of intangible assets is included in administrative expenses in the income statement other intangibles includes capitalised software 
£709000 was transferred from property plant and equipment during the period  
trade  
name  
£’000 
customer  
contracts and 
relationships  
£’000 
other 
intangibles 
£’000 
total  
£’000 
cost     
at 1 april 2012  9246 80921 7885 98052 
exchange differences 153 1460 80 1693 
additions – – 1668 1668 
transfers – – 809 809 
acquired on acquisition of businesses 478 970 – 1448 
at 31 march 2013 9877 83351 10442 103670 
exchange differences 322 3301 58 3681 
transfers – – 709 709 
additions – – 1671 1671 
acquired on acquisition of businesses – 1654 – 1654 
at 30 march 2014 9555 81704 12764 104023 
     
amortisation     
at 1 april 2012 5260 30299 1600 37159 
exchange differences 105 521 – 626 
charge for the year 1287 7775 534 9596 
at 31 march 2013 6652 38595 2134 47381 
exchange differences 218 1231 – 1449 
charge for the year 1099 7458 849 9406 
at 30 march 2014 7533 44822 2983 55338 
     
carrying amount     
at 30 march 2014 2022 36882 9781 48685 
at 31 march 2013 3225 44756 8308 56289 
at 1 april 2012  3986 50622 6285 60893 
93 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
13 property plant and equipment 
the carrying amount of the group’s plant and equipment includes an amount of £112 million 2013 130 million in respect of assets held 
under hire purchase loan contracts 
at the balance sheet date the group had no land and buildings assets pledged to secure banking facilities or other loans granted to the group 
2013 land and buildings assets with a carrying value of £57 million 
at 30 march 2014 the group had entered into contractual commitments for the acquisition of property plant and equipment amounting to  
£24 million 2013 £18 million 
included in the cost of property plant and equipment is £805000 2013 £805000 of capitalised interest 
at the end of the period the group transferred a recently vacated property from property plant and equipment to current assets as an asset held for 
sale immediately prior to this reclassification the asset carrying value was adjusted to its estimated fair value less costs to sell the asset was held at 
a carrying value of £2765000 other transfers include intangible assets of £709000 reclassified as other intangible assets 
  
land and 
buildings  
£’000 
plant  
machinery  
and office 
equipment  
£’000
cobalt  
£’000 
circulating 
inventory 
£’000
assets in  
course of 
construction  
£’000 
total 
£’000
cost      
at 1 april 2012   87544 170800 85434 43577 14281 401636
additions  1841 1562212076 18497133 48169
acquisitions  9530 –967 5548124 14235
exchange differences 3060 3728 3770 1824 568 12950
disposals 712 80751397 343089 13703
transfers  8752 6288 – – 3273 809
at 31 march 2013  110015 175787 98916 66016 11744 462478
additions  2655 6091 10690 14330 3908 37674
exchange differences  5874 7577 9227 2947 611 26236
disposals  549 11963 4141 18130 77 34860
transfers  2734 2027 – – 9659 4898
at 30 march 2014  108981 164365 96238 59269 5305 434158
     
accumulated depreciation 
and impairment     
at 1 april 2012  23374 69986 28421 25413 – 147194
charge for the year  4935 15307 8116 12804 – 41162
exchange differences 745 2660 2136 1175 – 6716
disposals 126 7349 1394 3430 – 12299
at 31 march 2013  28928 80604 37279 35962 – 182773
charge for the year  7958 8975 8474 13890 – 39297
exchange differences   1779 4840 5236 1690 – 13545
disposals  428 11421 4136 16765 – 32750
transfers  196 1280 – 52 – 1424
at 30 march 2014  34483 72038 36381 31449 – 174351
     
carrying amount     
at 30 march 2014  74498 92327 59857 27820 5305 259807
at 31 march 2013  81087 95183 61637 30054 11744 279705
at 1 april 2012   64170 100814 57013 18164 14281 254442
94 synergy health plc annual report and accounts 2014
financial statements 14 interest in jointlycontrolled entity  
as part of the acquisition of isotron plc and its group in 2007 the group obtained a 50 interest in a jointlycontrolled entity synergy health 
logistics bv previously named isotron logistics bv ‘sh logistics’ whose principal activity is the provision of logistics consultancy and which is 
incorporated and operates in the netherlands 
at the start of the period the group purchased 50 of the share capital of sh logistics as disclosed in note 24b in the previous year sh logistics 
was proportionately consolidated into the group financial statements on a linebyline basis 
15 inventories 
the value of stock recognised as cost of sales is shown in note 4 the write down of inventories to net realisable value amounted to £193000 
2013 £507000 the write down is included in cost of sales 
16 asset held for sale 
at the end of the period the group transferred a recently vacated us office building from property plant and equipment to current assets as an 
asset held for sale immediately prior to this reclassification the asset carrying value was adjusted to its estimated fair value less costs to sell this 
asset is expected to be disposed outside the group within the next twelve months 
 
2014  
£’000 
2013 
£’000
current assets – 83
current liabilities – 22 
net assets – 61
  
income – 660
expenses including interest and tax – 607 
profit from operations – 53
 
2014 
£’000 
2013  
£’000 
raw materials 4131 4923 
workinprogress 225 90 
finished goods 8336 8945 
process consumables 785 1442 
 13477 15400 
 £’000
at 31 march 2013  –
transfer in the year 2765
at 30 march 2014 2765
95 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
17 trade and other receivables 
the average credit period taken on sales of goods and services is 51 days 2013 46 days the directors consider that the carrying amounts 
of trade and other receivables approximate their fair value 
18 interestbearing loans and borrowings 
this note provides information about the contractual terms of the group’s interestbearing loans and borrowings for more information about 
the group’s exposure to interest rate and foreign currency risk see note 19 the directors consider that the carrying amount of the group’s 
interestbearing loans and borrowings approximates to their fair value 
 
2014  
£’000 
2013 
£’000 
current liabilities   
bank loans 348 629 
bank overdrafts 1548 – 
other interestbearing loans – 57 
finance lease liabilities 2039 2439 
 3935 3125 
longterm liabilities   
bank loans 126512 176326 
other interestbearing loans 48381 18470 
finance lease liabilities 2562 4527 
 177455 199323 
total 181390 202448 
 
analysis of borrowings by currency 
the weighted average interest rates paid were as follows 
 
2014  
 
2013 
 
bank overdrafts 23 23 
bank and other loans 29 28 
 
 
2014  
£’000 
2013 
£’000 
current   
amounts receivable for the sale of goods and services 50697 55857 
other receivables 3947 4618 
prepayments and accrued income 6886 6155 
 61530 66630 
noncurrent   
other receivables 1508 212 
prepayments 1512 1439 
 3020 1651 
   
total 64550 68281 
 
total  
£’000
sterling  
£’000 
euros  
£’000
us dollars  
£’000 
chinese  
renminbi  
£’000
swiss 
francs 
£’000 
2014    
bank loans 126860 21902 37957 67001 – – 
bank overdrafts 1548 1417 – 131 – – 
other interestbearing loans 48381 10000 38381 – – – 
finance lease liabilities 4601 4601 – – – – 
 181390 37920 76338 67132 – – 
2013    
bank loans 176955 24878 74968 73098 742 3269 
other interestbearing loans 18527 – 18470 – 57 – 
finance lease liabilities 6966 6820 146 – – – 
 20244831698 9358473098 7993269 
96 synergy health plc annual report and accounts 2014
financial statements 18 interestbearing loans and borrowings continued 
terms and debt repayment schedule  
on 2 august 2011 the group entered into new revolving credit facilities with a club of banks the new revolving credit facilities were used to 
refinance the group’s previous syndicated loan facility of £160 million which had been due for repayment on 15 january 2012 the new revolving 
credit facilities comprise one facility of £105 million and a second facility of €130 million both facilities are unsecured and attract a floating rate of 
interest although fixing arrangements have been entered into as described in note 19  
on 1 june 2012 the group entered into an additional revolving credit facility with a club of banks the additional revolving credit facility was 
used to preserve the group’s debt headroom following recent acquisitions the additional revolving credit facility has largely the same terms as 
the 2011 revolving credit facility and has not been utilised since inception 
on 13 september 2012 the group issued a us private placement note with a value of €206 million the private placement note is due for 
repayment in september 2019 
certain eurodenominated loans outside the main facilities totalling £05 million are secured by mortgages on certain dutch freehold properties 
the loans attract both floating and fixed rates of interest 
at 30 march 2014 the group had available £531 million of undrawn committed borrowing facilities in addition the group had undrawn overdraft 
and other uncommitted facilities including additional amounts of private placement notes totalling £393 million which it expects to renew during 
the financial year 
financial liabilities gross maturity 
the following are the contractual cash flows of financial liabilities including interest payments 
2014 
carrying  
value  
£’000 
total  
£’000 
0–6 months  
£’000 
6–12 months 
£’000 
1–3 years  
£’000
3 years  
£’000
trade payables 17169 17169 17169 – – –
nontrade payables and accrued expenses 51030 51030 51030 – – –
contingent consideration 1126 1269 33 222 652 362
bank loans less than one year 348 348 348 – – –
bank overdrafts 1548 1548 1548 – – –
other interestbearing loans less than one year – – – – – –
finance leases less than one year 2039 2088 1295 793 – –
bank loans greater than one year 126512 131623 857 857 129909 –
other interestbearing loans greater than one year 48381 58883 868 868 3471 53676
finance leases greater than one year 2562 2738 47 47 2644 –
financial liabilities excluding derivative instruments 250715 266696 73195 2787 136676 54038
derivative financial assets 830 830 830 – – –
financial liabilities 251545 267526 74025 2787 136676 54038
 
2013 
carrying  
value  
£’000 
total  
£’000 
0–6 months  
£’000 
6–12 months 
£’000 
1–3 years 
£’000
3 years  
£’000
trade payables 23428 23428 23428 – – –
nontrade payables and accrued expenses 53840 53840 53840 – – –
contingent consideration 645 719 – – 74 645
bank loans less than one year 629 692 252 440 – –
other interestbearing loans less than one year 57 58 58 – ––
finance leases less than one year 2439 2690 1407 1283 – –
bank loans greater than one year 176326 186140 1472 1472 5035 178161
other interestbearing loans greater than one year 18470 22673 332 332 1681 20328
finance leases greater than one year 4527 5021 134 134 4306 447
financial liabilities excluding derivative instruments 280361 295261 80923 3661 11096199581
derivative financial assets 1385 1385 1385 – – –
financial liabilities 281746 296646 82308 3661 11096 199581
 
97 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
18 interestbearing loans and borrowings continued 
finance lease liabilities 
finance lease liabilities are payable as follows 
all finance lease liabilities are contracted at fixed rates of interest in both years 
19 financial instruments 
financial instruments carried at fair value are required to be measured by reference to the following levels 
level 1 quoted prices in active markets for identical assets or liabilities 
level 2 inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly ie as prices or indirectly 
ie derived from prices 
level 3 inputs for the asset or liability that are not based on observable market data unobservable inputs 
all financial instruments carried at fair value have been measured by a level 2 valuation method with the exception of contingent consideration 
which is measured by a level 3 valuation method  
a financial risk management objectives and policies 
the group’s principal financial instruments other than derivatives comprise bank loans finance leases and cash the main purpose of these 
financial instruments is to raise finance for the group’s operations the group also has various other financial instruments such as trade receivables 
and trade payables which arise directly from its operations 
the group also enters into derivative transactions primarily interest rate swaps and forward currency contracts the purpose is to manage the 
interest rate and currency risks arising from the group’s operations and its sources of finance 
it is and has been throughout the period under review the group’s policy that no trading in financial instruments shall be undertaken 
the main risks arising from the group’s financial instruments are interest rate risk foreign currency risk credit risk and liquidity risk the board 
reviews and agrees policies for managing each of these risks and they are summarised below 
b interest rate risk 
the group is subject to fluctuations in interest rates on its loans and surplus cash deposits at 30 march 2014 and 31 march 2013 the group held 
hedging arrangements in order to fix the interest charge on 350 million of its bank debt 
the swap arrangements cover 
amounts to be paid or received under these arrangements will be recognised in the interest expense consistent with the terms of the agreement 
the expiry of each agreement is disclosed in the table above 
the arrangements are fully effective in fixing the interest on the underlying debt in revaluing them to fair value the group has recognised £830000 
2013 £1385000 in current liabilities and equity 
the following table demonstrates the sensitivity to a reasonable possible change in interest rates on the element of the total group interest which is 
not subject to fixed interest arrangements the reasonable change is based on the difference between current market interest rates and one year 
forward rates 
 
  2014    2013 
minimum lease  
payments  
£’000 
interest  
£’000 
principal  
£’000  
minimum 
lease  
payments  
£’000 
interest  
£’000 
principal 
£’000 
less than one year 2088 49 2039  2690 251 2439 
between one and five years 2738 176 2562  5021 494 4527 
 4826 225 4601  7711 745 6966 
debt covered fixed rate expiry 
35 million 25 31 march 2016 
 
increasedecrease  
in basis points 
 
effect on profit after 
tax and equity 
£’000 
2014 3232 261261 
2013 2323 273273 
98 synergy health plc annual report and accounts 2014
financial statements 19 financial instruments continued 
c foreign currency risk 
the group’s principal currency exposures are to fluctuations in the exchange rate between sterling and the euro and between sterling and the 
us dollar the group’s policy is to ensure that the proportion of interest cost in each currency is consistent with the proportion of earnings in that 
currency by arranging its affairs in this manner the group seeks to ensure that there is no disproportionate impact on its results as a result of 
exchange rate movements 
during the 12 months to march 2014 the average exchange rate for sterling against the euro weakened by 3 in comparison with the 12 month 
average to march 2013 a 3 strengthening in the average exchange rate for sterling against the euro over the entire year to march 2014 would 
have resulted in increased adjusted operating profit of £08 million 2013 a 6 weakening which would have led to a decrease of £13 million 
this analysis assumes that all other variables remain constant a 3 weakening in the average exchange rate for sterling against the euro would 
have an equal but opposite effect 
during the 12 months to march 2014 the average exchange rate for sterling against the us dollar has strengthening by 1 in comparison to  
the 12 month average to march 2013 a 1 weakening in the average exchange rate for sterling against the us dollar over the entire year to 
march 2014 would have resulted in reduced adjusted operating profit of £00 million 2013 a 1 strengthening which would have led to a 
reduction of £00 million this analysis assumes all other variables remain constant a 1 weakening in the average exchange rate for sterling 
against the us dollar would have an equal but opposite effect 
where the group subsidiaries make significant purchases in nonfunctional currencies such as us and canadian dollars the group enters into 
forward exchange currency contracts to manage this exposure the group utilises currency derivatives to hedge significant future transactions and 
cash flows in foreign currencies and is a party to a variety of foreign currency forward contracts in the management of its exchange rate exposures 
the instruments purchased are denominated in the functional currencies of the group’s trading entities and its suppliers 
the group does not trade in derivatives the derivatives held hedge specific exposures and have maturities designed to match the exposures they 
are hedging it is the intention to hold the financial instruments giving rise to the exposure and the underlying hedged item until maturity and 
therefore no net gain or loss is expected to be realised 
additionally the group holds net euro and us dollar denominated loans in uk companies totalling £763 million and £671 million respectively 
2013 £936 million and £730 million respectively this represents a fully effective designated net investment hedge against the first £763 million 
of the group’s eurodenominated net assets of £1332 million and £671 million of the group’s us dollardenominated net assets of £766 million  
2013 £936 million of £1187 million and £730 million of £852 million the revaluation of these loans resulted in a gain of £20 million 
2013 loss of £26 million which has been posted to the translation reserve 
d 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 the group has no significant concentration of credit risk with exposure 
spread over a large number of counterparties and customers the group’s credit risk is primarily attributable to its trade receivables the amounts 
presented in the balance sheet are net of allowances for impairment the group’s principal financial assets are bank balances and cash and trade 
and other receivables the credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high 
credit ratings assigned by international credit rating agencies 
management has credit policies in place to manage risk and to monitor exposure to risk on an ongoing basis these include the use of customer 
specific credit limits based on third party credit reports and in cases of customer default or requests for credit above agreed limits the use of pro 
forma invoices to secure payment in advance of delivery given these factors and based on extensive past experience the group believes that its 
financial assets are of good credit quality  
the carrying amount of financial assets represents the maximum credit exposure therefore the maximum exposure to credit risk at the balance 
sheet date was £89963000 2013 £85876000 being the total trade and other receivables and cash and cash equivalents in the balance sheet 
the group’s customer base mainly comprises major medical device companies commercial distributors nhs trusts and healthcare providers 
including public sector private sector and charitable organisations throughout the world no single customer or top 10 customer grouping accounts 
for a significant proportion of the group’s trade receivables the group has in place an insurance policy to cover the majority of its healthcare 
solutions uk export customers 
credit quality of trade receivables and impairment losses  
at the balance sheet date the ageing of trade receivables was 
 
group 
2014  
£’000
2013  
£’000 
current 35697 41311 
1–30 days overdue 9276 9996 
31–60 days overdue 2269 2053 
61–90 days overdue 1382 1888 
more than 90 days overdue 2073 609 
 50697 55857 
99 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
19 financial instruments continued 
financial assets are reviewed for impairment at the balance sheet date and a full provision for impairment is made against trade receivables that 
are not considered to be recoverable the total provision against trade receivables at the period end was £645000 2013 £626000 of which the 
majority relates to amounts more than 90 days overdue 
no further analysis has been provided for cash and cash equivalents trade receivables from group companies other trade receivables and other 
financial assets as there is limited exposure to credit risk and no provisions for impairment have been recognised 
liquidity risk 
liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due details of the maturity of the group’s financial 
liabilities are given in note 18 
capital management 
the group’s objectives when managing capital are 
i to safeguard the entity’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits to other 
stakeholders and 
ii to provide an adequate return to shareholders by a pricing products and services commensurate with the level of risk and b ensuring that returns 
on new investment programmes will maintain or increase shareholder returns 
the group manages its capital structure and makes adjustments to it in light of changes in economic conditions to maintain or adjust the capital 
structure the group may adjust the dividend payment to shareholders return capital to shareholders or issue new shares if required no changes 
were made in the objectives policies or processes during the periods ended 30 march 2014 and 31 march 2013 
the table below presents the quantitative data for the components the group manages as capital 
20 deferred tax 
the following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior 
reporting period 
 restated to reflect the amendments to ias 19 employee benefits – see note 2 
the group has deferred tax assets of £4802000 2013 £5480000 in respect of tax losses that have not been recognised as their recoverability 
is uncertain deferred tax assets and liabilities have been offset where appropriate 
in march 2013 the chancellor announced the reduction in the main rate of uk corporation tax to 21 with effect from 1 april 2014 and to 20 
from 1 april 2015 the change was enacted on 2 july 2013 and therefore the effect of the rate reduction creates a reduction in the deferred tax 
liability which has been included in the figures included above  
 
2014 
£’000 
2013 
£’000 
shareholders’ funds 344103 343068 
finance leases 4601 6966 
bank loans 126860 176955 
other interestbearing loans 48381 18527 
bank overdrafts 1548 – 
 525493 545516 
accelerated 
capital 
allowances  
£’000
recognition of  
intangibles  
£’000 
sharebased  
payments  
£’000 
other 
temporary  
differences  
£’000 
pension  
schemes  
£’000 
restated 
 
total 
£’000 
at 1 april 2012  13676 9545 1225 6065 4395 11536 
chargecredit to income 301 1550 377 3256 770 1597 
chargecredit to equity and other comprehensive income – – 358 – 38 195 
acquired with business during the period 1873 – – 2408 3 4278 
exchange differences 28 – – – 9 19 
at 31 march 2013 11530 7995 1960 5217 3669 8679 
chargecredit to income 145 2182 115 350 516 1986 
chargecredit to equity and other comprehensive income – – 357 145 159 343 
acquired with business during the period – 583 – – – 583 
transfer from other liabilities – – – – 45 45 
exchange differences 27 – – – 18 45 
at 30 march 2014 11648 6396 1718 5422 3375 7529 
100 synergy health plc annual report and accounts 2014
financial statements 21 trade and other payables 
 
2014 
£’000
2013 
£’000
current 
trade payables 17169 23428
deferred contingent consideration 213 –
nontrade payables and accrued expenses 51030 53840
 68412 77268
noncurrent 
deferred contingent consideration 913 645
 69325 77913
 
trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs the average credit period taken 
for trade purchases is 44 days 2013 48 days the deferred consideration provision at 30 march 2014 relates to the acquisitions disclosed in  
note 24  
the directors consider that the carrying amount of trade payables approximates to their fair value  
22 provisions  
 
cobalt 
disposal costs
£’000
environmental 
provision 
£’000 
other  
provisions 
£’000 
total
£’000
at 31 march 2013 5289 149 5251 10689
additional provision in the year 619 – 1768 2387
unwinding of discounting 94 – – 94
utilised in the year 102 62 2654 2818 
exchange differences 23 3 100 126 
at 30 march 2014 5877 84 4265 10226
   
included in noncurrent liabilities 5877 – 1877 7754
included in current liabilities – 84 2388 2472
 5877 84 4265 10226
 
the cobalt disposal cost provision recognises a decommissioning liability in respect of radioactive isotopes of cobalt used at certain of the group’s 
ast sites this provision is being utilised as the cobalt to which the provision relates reaches the end of its useful economic life 
the environmental provision relates to a liability acquired as part of the 2004 acquisition of lips textielservice holding bv the majority of this 
liability was settled during december 2012 the small remaining balance is expected to be settled within the short term  
other provisions include provisions against vacated properties and other restructuring costs these are expected to unwind over the next one 
to five years 
23 share capital 
 
2014 
£’000
2013 
£’000
allotted called up and fully paid 368 365
 
during the year the company issued 646711 ordinary shares 2013 348732 ordinary shares of 0625p in respect of options exercised under 
share option schemes proceeds amounted to £814000 2013 £1736000 during the previous year the company completed a placing of 
2755520 ordinary shares of 0625p at a price of 820p per share the placing raised proceeds of £22600000 before expenses 
the difference between the total consideration and the total nominal value of shares issued has been credited to the share premium account 
the holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the group 
 
101 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
24 a acquisition of subsidiary – genon 
on 31 january 2014 the group acquired the entire issued share capital of genon laboratories limited ‘genon’ a company incorporated in 
england as part of its strategy to expand the scale of its laboratory services business 
the provisional fair value of the net assets acquired and the related consideration were as follows 
the goodwill arising on the acquisition of the business is attributable to the assembled workforce and the synergies generated following the 
integration of genon into the group  
in accordance with ifrs 3 revised business combinations management have made adjustments to the book value of net assets acquired 
to arrive at the fair values disclosed above the most significant of these is the recognition of intangibles assets customer lists 
total transaction costs of £46000 were incurred in the acquisition and were expensed within nonrecurring items and acquisitionrelated costs 
during the period the genon business contributed £125000 to revenue and £55000 to operating profit  
summary of cash flows 
summary of deferred consideration 
 
 
fair value
£’000
intangible assets 1331
inventories 10
trade and other receivables 264
cash and cash equivalents 670
trade and other payables 424 
deferred taxation liabilities 266 
fair value of assets acquired 1585
 
cash consideration 2025
deferred consideration 20
contingent consideration 500
total consideration 2545
 
goodwill arising on acquisition 960
 £’000 
cash consideration 2025 
cash acquired with business 670 
 1355 
 £’000 
at acquisition 520 
as at 30 march 2014 520 
102 synergy health plc annual report and accounts 2014
financial statements 24 b acquisition of subsidiary – sh logistics 
as part of the acquisition of isotron plc and its group in 2007 the group obtained a 50 interest in a jointlycontrolled entity synergy health 
logistics bv previously named isotron logistics bv ‘sh logistics’ whose principal activity is the provision of logistics consultancy and which  
is incorporated and operates in the netherlands 
on 1 april 2013 the group purchased the remaining 50 of the issued share capital of sh logistics from the joint venture partner 
the provisional fair value of the net assets acquired and the related consideration were as follows 
the goodwill arising on the acquisition is attributable to the assembled workforce and the synergies generated following the integration of the 
remaining 50 of the business into the group  
total transaction costs of £18000 were incurred in the acquisition and were expensed within nonrecurring items and acquisitionrelated costs 
during the period the group’s increased ownership of the sh logistics business contributed £616000 to revenue and £121000 to operating 
profit 
summary of cash flows 
summary of deferred consideration 
 
 
fair value 
£’000 
cash and cash equivalents 8 
fair value of assets acquired 8 
  
  
cash consideration 134 
deferred consideration 134 
total consideration 268 
  
goodwill arising on acquisition 260 
 £’000
cash consideration 134
cash acquired with business 8 
 126
 £’000
at acquisition 134
as at 30 march 2014 134
103 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
24 c prior period acquisition of subsidiary – sri 
in the previous year the group acquired the entire issued share capital of srisurgical express inc ‘sri’ a nasdaqlisted healthcare business 
incorporated in florida as part of its strategy to enter the us hss market since acquisition the company has been renamed synergy health north 
america inc  
the provisional fair value of the net assets acquired and the related consideration were as follows 
the goodwill arising on the acquisition of sri is attributable to the assembled workforce and the synergies generated following the integration 
of sri into the group  
in accordance with ifrs 3 revised business combinations management made adjustments to the book value of net assets acquired to arrive at 
the fair values disclosed above the most significant of these was a reduction in the carrying value of property plant and equipment and circulating 
inventory where book value on acquisition was higher than fair value in the period no adjustments were made to provisional fair values  
the sri business contributed £61059000 to revenue and £5863000 to operating profit for the period  
summary of cash flows 
 £’000 
cash consideration 15308 
cash acquired with business 583 
 14725 
 
 
fair value
£’000
property plant and equipment 9102
circulating inventory 6100
intangible assets 478
deferred taxation 5424
inventories 6731
trade and other receivables 9228
cash and cash equivalents 583
trade and other payables 12308 
loans 10208 
fair value of assets acquired 15130
 
cash consideration 15308
total consideration 15308
 
goodwill arising on acquisition 178
104 synergy health plc annual report and accounts 2014
financial statements 24 d prior period acquisition of subsidiary – bizworth 
in the previous financial year the group acquired the entire issued share capital of bizworth gammarad sdn bhd ‘bizworth’ a company 
incorporated in malaysia as part of its strategy to expand the geographic coverage of its ast business  
the provisional fair value of the net assets acquired and the related consideration were as follows 
in accordance with ifrs 3 revised business combinations management made adjustments to the book value of net assets acquired to arrive  
at the fair values disclosed above the most significant of these was the recognition of intangible assets customer lists  
in the period adjustments were made to provisional fair values increasing the carrying value of intangible assets and deferred tax liabilities  
by £323000  
the bizworth business contributed £307000 to revenue and £154000 to operating profit for the period  
summary of contingent consideration 
 
 
fair value 
£’000 
intangible assets 1293 
deferred taxation liabilities 323 
fair value of assets acquired 970 
  
cash consideration 134 
contingent consideration 836 
total consideration 970 
  
goodwill arising on acquisition – 
 £’000
as at 31 march 2013 836
amounts paid 77 
exchange differences 111 
as at 30 march 2014 648
105 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
25 operating lease arrangements 
at the balance sheet date the group had outstanding commitments for future minimum lease payments under noncancellable operating leases 
which fall due as follows 
operating lease payments represent rentals payable by the group for certain of its properties vehicles and equipment  
26 sharebased payments 
the group recognised total expenses of £1112000 related to sharebased payment transactions in the period 2013 £1800000 the group has 
in the past operated seven separate share option schemes in the previous period this fell to six and in the current period to four 
the executive share option scheme 2007 
this scheme was adopted on 3 july 2007 and was approved by the inland revenue on 12 july 2007 it is administered by the board and is open 
to all employees and to directors who devote not less than 25 hours per week to their duties 
options are exercisable at a price equal to the average quoted market price of the company’s shares on the three dealing days prior to the date 
of grant the vesting period is three years if the options remain unexercised after a period of 10 years from the date of grant the options expire 
options are forfeited if the employee leaves the group before the options vest except in the case of retirement redundancy or similar situations 
options granted to a participating individual are approved options to the extent that when taken together with any other approved options held 
by that individual they do not exceed £30000 in value any option granted in excess of that figure is unapproved  
exercise of the options is subject to performance conditions determined by the remuneration committee linked to a sustained and significant 
improvement in the underlying financial performance of the company over a threeyear period options granted during the year will vest in 
accordance with an increase in the company’s earnings per share adjusted for the amortisation of acquired intangibles and nonrecurring items 
details of the share options outstanding during the year are as follows 
the weighted average share price at the date of exercise for share options exercised during the period was £1147 2013 £966  
the options outstanding at 30 march 2014 were exercisable at prices between £505 and £796 and had a weighted average remaining contractual 
life of 39 years 2013 48 years no options were granted in the period ended 30 march 2014 or in the period ended 31 march 2013 
 
2014 
£’000 
2013 
£’000 
minimum lease payments under operating leases recognised in income for the year 6348 7379 
 
2014 
£’000 
2013 
£’000 
in one year or less 6758 6868 
between one and five years 16823 19164 
in five years or more 19301 20476 
 42882 46508 
 
2014 2013 
number of  
share options 
£ 
weighted average 
exercise price 
 £ 
number of  
share options 
£ 
weighted 
average 
exercise price 
 £ 
outstanding at beginning of period 157444 736  347623 662 
forfeited during the period 15198 796  22315 523 
exercised during the period 53124 733  167864 612 
outstanding at end of period 89122 727  157444 736 
exercisable at end of period 89122 727  157444 736 
106 synergy health plc annual report and accounts 2014
financial statements 26 sharebased payments continued 
the approved share option plan 
the approved share option plan was adopted on 13 july 2001 and was approved by the inland revenue on 3 august 2001 it is administered by 
the board and was open to all employees and to directors who devote not less than 25 hours per week to their duties no further options will be 
granted under this scheme 
options are exercisable at a price equal to the average quoted market price of the company’s shares on the three dealing days prior to the date 
of grant the vesting period is between three and four years if the options remain unexercised after a period of ten years from the date of grant 
the options expire options are forfeited if the employee leaves the group before the options vest 
details of the share options outstanding during the year are as follows 
the weighted average share price at the date of exercise for share options exercised during the period was £1279 2013 £947 
the unapproved share option plan 
the unapproved share option plan was adopted on 30 november 1999 and was not submitted for approval by the board to the inland revenue 
the scheme was open to all employees no further options will be granted under this scheme 
options were exercisable at a price equal to the average quoted market price of the company’s shares on the three dealing days prior to the date 
of grant the vesting period was between three and four years if the options remained unexercised after a period of seven years from the date of 
grant the options expired options were forfeited if the employee left the group before the options vested 
details of the share options outstanding during the year are as follows 
the weighted average share price at the date of exercise for share options exercised during the period was £nil 2013 £975 
‘phantom’ performance share plan ‘phantom psp’ 
the phantom psp was adopted by the group in a similar manner to the psp scheme following the acquisition of isotron plc it was available to 
certain overseas employees of the group no new options will be granted under this scheme the scheme was cashsettled 
details of the share options outstanding during the year are as follows 
the weighted average share price at the date of exercise for phantom psp options exercised during the period was £1112 2013 £999 
 2014  2013
number of  
share options 
£ 
weighted 
average 
exercise price  
 £  
number of 
share options
£
weighted 
average
exercise price  
 £
outstanding at beginning of period 4413 386  20801 359
forfeited during the period – –  1000 173
exercised during the period 4413 386  15388 364
outstanding at end of period – –  4413 386
exercisable at end of period – –  4413 386
 2014  2013
number of  
share options 
£ 
weighted 
average 
exercise price  
 £  
number of 
share options
£
weighted 
average
exercise price  
 £
outstanding at beginning of period – –  33746 657
forfeited during the period – –  ––
exercised during the period – –  33746 657
outstanding at end of period – –  ––
exercisable at end of period – –  ––
 
 2014
 
 2013 
number of  
share options  
£ 
weighted 
average
exercise price
 £
number of  
share options  
 £ 
weighted 
average 
exercise price 
 £ 
outstanding at beginning of period 1066 083 19412 083 
forfeited during the period – – – – 
exercised during the period 1066 083 18346 083 
outstanding at end of period – – 1066 083 
exercisable at end of period – – 1066 083 
107 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
26 sharebased payments continued 
the performance share plan ‘psp’ 
following the acquisition of isotron plc the group allowed members of the isotron psp scheme to roll forward their entitlement into an identical 
scheme based on synergy shares no new options will be granted under this scheme  
details of the share options outstanding during the year are as follows 
the weighted average share price at the date of exercise for psp options exercised during the period was £1109 2013 £949 
the options outstanding at 30 march 2014 were exercisable at an exercise price of £083 and had a weighted average remaining contractual life  
of 23 years 2013 33 years no options were granted in the period ended 30 march 2014 or in the period ended 31 march 2013 
the save as you earn scheme 
the save as you earn scheme was adopted on 13 july 2001 and is open to all uk employees and fulltime directors who have at least six months’ 
service with the group options are granted for a period of either three five or seven years 
options are exercisable at a price equal to the average quoted market price of the company’s shares on the three dealing days prior to the date 
of grant discounted by 20 options are forfeited if the employee leaves the group before the options vest except in the case of retirement 
redundancy or similar situations 
details of the share options outstanding during the year are as follows 
the weighted average share price at the date of exercise for share options exercised during the period was £1222 2013 £1053  
the options outstanding at 30 march 2014 were exercisable at prices between £427 and £841 and had a weighted average remaining contractual 
life of 29 years 2013 30 years during the year ended 30 march 2014 options were granted on 1 february 2014 2013 1 february 2013 
the aggregate of the estimated fair values of the options granted on this date is £038 million 2013 £026 million the weighted average fair value 
of options granted in the year is £248 2013 £163 
the inputs into the blackscholes model for grants during the year are as follows 
the expected life used in the model has been adjusted based on management’s best estimate for the effects of nontransferability exercise 
restrictions and behavioural considerations 
 
 2014
 
 2013 
number of 
share options 
£ 
weighted 
average
exercise price
 £
number of 
 share options  
 £ 
weighted 
average 
exercise price 
 £ 
outstanding at beginning of period 5699 083 6438 083 
forfeited during the period 602 083 – – 
exercised during the period 2211 083 739 083 
outstanding at end of period 2886 083 5699 083 
exercisable at end of period 2886 083 5699 083 
  2014  2013 
 
number of 
share options 
£ 
weighted 
average
exercise price  
 £ 
number of  
share options 
£ 
weighted 
average 
exercise price 
 £ 
outstanding at beginning of period 331025 693 324278 618 
granted during the period 114144 693 114363 786 
forfeited during the period 39802 734 26846 669 
exercised during the period 63810 629 80770 534 
outstanding at end of period 341557 749 331025 693 
exercisable at end of period – – 4575 527 
 2014 2013 
weighted average share price £1289 £1096 
weighted average exercise price £841 £786 
expected volatility 2370 2074 
expected life in years 39 39 
risk free rate 122 068 
dividend yield 204 214 
108 synergy health plc annual report and accounts 2014
financial statements 26 sharebased payments continued 
longterm incentive plan ‘ltip’ 
the ltip for executive directors and senior executives was approved at the annual general meeting on 28 june 2005 and is described in the 
remuneration report on page 54  
details of the share options outstanding during the year are as follows 
the weighted average share price at the date of exercise for share options exercised during the period was £1121 2013 £901 the options 
outstanding at 30 march 2014 were exercisable at a price of £001 being the nominal value of the ordinary shares and had a weighted average 
remaining contractual life of 81 years 2013 80 years  
during the year ended 30 march 2014 options were granted on 1 august 2013 the aggregate of the estimated fair values of the options granted on 
these dates that were expected to vest was £06 million during the year ended 31 march 2013 options were granted on 2 june 2012 and 17 june 
2012 the aggregate of the estimated fair values of the options granted on these dates that were expected to vest was £176 million the weighted 
average fair value of options granted in the year is £238 2013 £899 
the fair value of an award of shares under the ltip has been adjusted to take into account total shareholder return ‘tsr’ as a marketbased 
performance condition using a pricing model that takes into account expectations about volatility and the correlation of share price returns in the 
comparator group the model follows similar principles as the monte carlo approach and takes into account that tsr vesting and share price 
performance are not independent 
the inputs into the fair value models are as follows 
expected volatility was determined by calculating the historical volatility of the group’s share price over the previous three years at the date of grant 
the expected life used in the model has been adjusted based on management’s best estimate for the effects of nontransferability exercise 
restrictions and behavioural considerations 
 
 2014 
 
2013
number of  
share options 
£ 
weighted 
average 
exercise price 
 £ 
number of 
share options
 £
weighted 
average
exercise price
 £
outstanding at beginning of period 1575573 001  1173540 001
granted during the period 274545 001  480266 001
forfeited during the period 202332 001  28008 001
exercised during the period 523153 001  50225 001
outstanding at end of period 1124633 001  1575573 001
exercisable at end of period 72953 001  247551 001
 2014 2013
weighted average share price £1116 £905
weighted average exercise price £001 £001
expected volatility 1760 2170
expected life in years 30 30
risk free rate 062 033
dividend yield 193 210
109 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
27 retirement benefit schemes  
defined contribution schemes 
the group contributes towards a number of defined contribution and stakeholder schemes the assets of these schemes are administered by 
trustees and held in funds independent from the assets of the group 
the total cost charged to income of £4709000 2013 £4037000 represents contributions payable to these schemes by the group at rates 
specified in the rules of the plans  
defined benefit schemes 
at the start of the year the group participated in six defined benefit pension schemes three in the uk one in the netherlands one in germany 
and one in switzerland in addition the group participates in a multiemployer scheme in the netherlands these schemes expose the group to 
actuarial risks such as market investment risk interest rate risk inflation risk currency risk and longevity risk they do not expose the group to any 
unusual schemespecific or groupspecific risks 
with effect from 1 january 2013 the group has adopted the amendments to ias 19 employee benefits issued by the iasb in june 2011 this 
amendment has been applied retrospectively resulting in the restatement of certain previously reported figures  
in the year ended 31 march 2013 financing income in the income statement decreased by £875000 with a corresponding increase in the 
actuarial gain recognised in the statement of comprehensive income the related deferred tax credit in the income statement increased by 
£201000 with a corresponding reduction in the deferred tax credit recognised in the statement of comprehensive income the impact of these 
changes in the year to 30 march 2014 is not materially different from these figures 
disclosures relating to uk schemes 
the group sponsors the schemes which are funded defined benefit arrangements each is a separate trustee administered fund holding the 
pension scheme assets to meet longterm pension liabilities for past and present employees as at 31 march 2012 the level of retirement benefit is 
principally based on the final pensionable salary prior to leaving active service and is linked to changes in inflation up to retirement the schemes 
are subject to the funding legislation outlined in the pensions act 2004 which came into force on 30 december 2005 this together with 
documents issued by the pensions regulator and guidance notes adopted by the financial reporting council set out the framework for funding 
defined benefit occupational pension schemes in the uk the trustees of the schemes are required to act in the best interest of the schemes’ 
beneficiaries the appointment of the trustees is determined by the schemes’ trust documentation 
a full actuarial valuation of each scheme was carried out as at 31 march 2012 in accordance with the scheme funding requirements of the 
pensions act 2004 and the funding of the schemes is agreed between the group and the trustees in line with those requirements these in 
particular require the surplusdeficit to be calculated using prudent as opposed to best estimate actuarial assumptions for the purposes of ias 19 
the actuarial valuations as at 31 march 2012 which were carried out by a qualified independent actuary have been updated on an approximate 
basis to 31 march 2014 there have been no changes in the valuation methodology adopted for this periods disclosures compared with the 
previous periods disclosures  
the present value of scheme liabilities is measured by discounting the best estimate of future cash flows to be paid out by the scheme using the 
projected unit credit method the value calculated in this way is reflected in the net liability in the balance sheet as shown above the projected unit 
credit method is an accrued benefits valuation method in which allowance is made for projected earnings increases the accumulated benefit 
obligation is an alternative actuarial measure of the scheme liabilities whose calculation differs from that under the projected unit credit method in 
that it includes no assumption for future earnings increases in assessing this figure for the purpose of these disclosures allowance has been made 
for future statutory revaluation of benefits up to retirement  
a further measure of the scheme liabilities is the solvency basis often taken as an estimate of the cost of buying out the benefits at the balance 
sheet date with a suitable insurer this amount represents the amount that would be required to settle the scheme liabilities rather than the 
company continuing to fund the ongoing liabilities of the scheme all actuarial gains and losses will be recognised in the year in which they occur  
in other comprehensive income oci 
the company has reviewed the implications of the guidance provided by ifric 14 and has concluded that it is not necessary to make any 
adjustments to the ias 19 figures in respect of an asset ceiling or minimum funding requirement as at 30 march 2014 
allowance has been made for a pension increase exchange being introduced as an option at retirement in the scheme during the year the 
corresponding impact has been recognised as a curtailment gain in the income statement 
 
 
2014 
£’000 
2013 
£’000 
synergy healthcare plc retirement benefits scheme uk 2450 2371 
shiloh group pension scheme uk 2622 2423 
vernon carus limited pension and assurance scheme uk 8478 7928 
isotron bv pension and assurance scheme the netherlands 1813 1800 
synergy health radeberg germany 510 537 
synergy health alleshausen germany 227 – 
synergy health daniken switzerland 782 894 
 16882 15953 
110 synergy health plc annual report and accounts 2014
financial statements 27 retirement benefit schemes continued  
uk schemespecific disclosures 
synergy health plc retirement benefits scheme the scheme is a defined benefit final salary funded pension scheme participation in this 
scheme is only offered to employees transferring their employment from nhs trusts the latest actuarial valuation showed a deficit of £2348000 
the group has agreed with the trustees that it will aim to eliminate the deficit over a period of 6 years and 9 months from 1 april 2013 by the 
payment of annual contributions of £348000 payable quarterly in respect of the deficit increasing by 3 each year in addition and in accordance 
with the actuarial valuation the group has agreed with the trustees that it will pay 242 of pensionable earnings in respect of the cost of accruing 
benefits and will meet expenses of the plan and levies to the pension protection fund the estimated value of liabilities at the date of the last full 
actuarial valuation prepared for the trustees of the pension scheme as at 31 march 2012 was £14862000 compared with assets at the same date 
of £5828000 
shiloh group pension scheme the scheme is a defined benefit final salary funded pension scheme which is closed to new members and which 
ceased accrual of benefits on 31 march 2011 the group currently pays deficit reduction contributions of £478000 per annum the latest actuarial 
valuation showed a deficit of £3957000 the group has agreed with the trustees that it will aim to eliminate the deficit over a period of 6 years and 
9 months from 1 april 2013 by the payment of annual contributions of £478000 payable quarterly in respect of the deficit increasing by 3 per 
year in addition and in accordance with the actuarial valuation the group has agreed with the trustees that it will meet expenses of the scheme and 
levies to the pension protection fund the estimated value of liabilities at the date of the last full actuarial valuation prepared for the trustees of the 
pension scheme as at 31 march 2012 was £23554000 compared with assets at the same date of £10580000 
vernoncarus limited pension and assurance scheme the scheme is a defined benefit final salary funded pension scheme which is closed to 
new members and which ceased accrual of benefits on 31 march 2011 the group currently pays deficit reduction contributions of £1574000 
per annum this actuarial valuation showed a deficit of £12855000 the group has agreed with the trustees that it will aim to eliminate the deficit 
over a period of 6 years and 9 months from 1 april 2013 by the payment of annual contributions of £1574000 payable quarterly in respect of the 
deficit increasing by 3 each year in addition and in accordance with the actuarial valuation the group has agreed with the trustees that it will pay 
expenses of the scheme and levies to the pension protection fund the estimated value of liabilities at the date of the last full actuarial valuation 
prepared for the trustees of the pension scheme as at 31 march 2012 was £60964000 compared with assets at the same date of £27624000 
netherlands scheme 
the group sponsors the scheme which is a funded defined benefit arrangement in the netherlands this is a separate fund holding the pension 
scheme assets to meet long term pension liabilities for past and present employees as at 31 march 2013 from 1 january 2013  accrual ceased 
under the scheme the scheme is not subject to the uk legislation related to valuation of occupational pension schemes  
for the purposes of ias 19 the actuarial valuation as at 31 march 2013 has been updated on an approximate basis to 30 march 2014 there have 
been no changes in the valuation methodology adopted for this periods disclosures compared with the previous periods disclosures 
the present value of plan liabilities is measured by discounting the best estimate of future cash flows to be paid out by the scheme using the 
defined accrued benefit method the value calculated in this way is reflected in the net liability in the balance sheet as shown above all actuarial 
gains and losses will be recognised in the year in which they occur in other comprehensive income oci 
the company has reviewed the implications of the guidance provided by ifric 14 and has concluded that it is not necessary to make any 
adjustments to the ias 19 figures in respect of an asset ceiling or minimum funding requirement as at 30 march 2014 
the scheme is a defined benefit career average salary funded pension scheme which is closed to new members and which ceased accrual of 
benefits on 1 january 2013 giving rise to a prior year curtailment gain of £699000 an actuarial valuation of the scheme is being carried out at 30 
march 2014 by a qualified actuary independent of the scheme’s sponsoring employer and the preliminary results are being used for the 
accounting disclosures 
other schemes 
synergy radeburg and synergy alleshausen schemes these schemes are defined benefit funded pension schemes closed to new entrants a full 
actuarial valuation of the scheme was carried out at 30 march 2014 by a qualified independent actuary independent of the scheme’s sponsoring 
employer 
synergy daniken previously ‘lsh’ scheme the scheme is a defined benefit funded pension scheme a full actuarial valuation of the scheme was 
carried out at 30 march 2014 by a qualified independent actuary independent of the scheme’s sponsoring employer 
lips textielservice our dutch linen business participates in a multiemployer industrywide defined benefit scheme the ‘textile industry pension 
fund‘ participation in this pension plan is mandatory the pension scheme is an average pay scheme with a conditional fee indexation 
indexation of the assets and liabilities granted under the pension scheme takes place only if and insofar as the resources of the fund allow for it and 
this decision is taken by the pension fund the pension entitlements under the pension plan are fully reinsured  
the pension scheme is classified as a defined benefit agreement the main agreements included in the pension plan are as follows 
• the pensionable salary is limited to a maximum which is adjusted annually based on developments of the applicable legislation pension law 
• the premium payable shall in consultation with the administration of the fund and collective labour agreement parties be set no lower than a 
costeffective premium 
• in adopting higher than the costeffective contribution the fund may utilise the surplus for additional buffering under a recovery plan or additional 
funding for future indexation or for other purposes as described in the actuarial and business report of the fund 
• the fund may only apply discounts to the costeffective premium if the pension obligations comply with the legal requirements of the pension law 
• in the event of a reserve deficit the fund may under specific circumstances decide to reduce the pension entitlements and rights 
111 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
27 retirement benefit schemes continued  
it is not possible to identify the share of the underlying assets liabilities and overall surplusdeficit of the scheme attributable to the business 
because the scheme is industrywide under the specific exemptions within ias 19 the scheme is therefore treated as a defined contribution 
scheme within the group financial statements the total cost charged to the income statement in respect of this scheme was £2044000 2013 
£2140000 
ias 19 disclosures 
the disclosures below relate to postretirement benefit plans in the uk the netherlands and other countries which are accounted for as defined 
benefit plans in accordance with ias 19 the valuations used for the ias 19 disclosures are based on the most recent actuarial valuation 
undertaken by independent qualified actuaries as updated to take account of the requirements of ias 19 to assess the deficits of the plans  
at 30 march each year 
present values of defined benefit obligations fair value of assets and deficit  
reconciliation of opening and closing balances of the fair value of plan assets 
the actual return on pension scheme assets over the period ending 30 march 2014 was £1109000 2013 £4707000 the best estimate of 
contributions to be paid by the group to defined benefit schemes for the period ending 29 march 2015 is £3522000 
reconciliation of opening and closing balances of the present value of the defined benefit obligations  
  
2014 
£’000 
2013 
£’000 
fair value of scheme assets  59769 57810 
present value of defined benefit obligations  76651 73763 
deficit in scheme  16882 15953 
liability recognised in the balance sheet  16882 15953 
  
2014
£’000
restated 
2013 
£’000 
fair value of plan assets at start of period  57810 51869 
interest income on assets  2468 2177 
actuarial lossgain  1359 2530 
contributions from sponsoring companies  3245 3454 
contributions from plan participants  394 626 
benefits paid  2633 2948 
reclassified from other liabilities   36 – 
exchange adjustments  192 102 
fair value of plan assets at end of period  59769 57810 
 
2014 
£’000 
2013 
£’000 
defined benefit obligations at start of period 73763 70181 
current service cost 1087 1306 
interest cost 3052 3209 
contributions from plan participants 394 626 
actuarial losses 1707 2478 
benefits paid 2633 2948 
gains on settlements and curtailments 716 1219 
reclassified from other liabilities 263 – 
exchange adjustments 266 130 
defined benefit obligations at end of period 76651 73763 
112 synergy health plc annual report and accounts 2014
financial statements 27 retirement benefit schemes continued  
total expense recognised in the consolidated income statement 
 
2014
£’000
restated
2013
 £’000
current service cost 1087 1306
net interest on pension scheme liabilities 584 1032
gains on settlements and curtailments 716 1219 
net charge to income statement 955 1119
 
total amount recognised in the consolidated statement of comprehensive income 
analysis of the scheme assets  
the assets of these schemes are administered by trustees in funds independent from those of the group the scheme assets do not include 
investments issued by the group nor any properties occupied by the group the overall expected rate of return on the scheme assets has been 
based on the average expected return for each asset class weighted by the amount of assets in each class  
key weighted average assumptions used by the actuary and the directors for the significant pension schemes  
the plan typically exposes the group to actuarial risks such as investment risk interest rate risk salary growth risk mortality risk and longevity risk 
a decrease in corporate bond yields a rise in inflation or an increase in life expectancy would result in an increase to scheme liabilities this would 
detrimentally impact the balance sheet position and may give rise to increased charges in future pl accounts this effect would be partially  
offset by an increase in the value of the plan’s bond holdings additionally caps on inflationary increases are in place to protect the plan against 
extreme inflation 
 
2014
£’000
restated
2013  
£’000
lossgain on plan assets excluding amounts included in net interest cost 1359 2530
experience gainloss arising on defined benefit obligations 154 585
effects of changes in the demographic assumptions underlying defined benefit obligations 1861 2746
effects of changes in the financial assumptions underlying defined benefit obligations – 5809 
total amount recognised in consolidated statement of comprehensive income  3066 52
 
2014
£’000
2013 
£’000
equities 19 20
diversified growth 31443 31953
bonds 21678 19362
other assets 6298 6277
cash 331 198
total market value of assets 59769 57810
 
2014

2013

rate of increase in salaries 22 32
inflation 31 29
discount rate for liabilities 42 42
113 synergy health plc annual report and accounts 2014 notes to the consolidated ﬁnancial statements continued
28 related party transactions 
transactions between the company and its subsidiaries which are related parties have been eliminated on consolidation and are not disclosed 
in this note one of the group’s customers owns a minority share of one of the group’s subsidiaries during the year revenue with this customer 
amounted to £309000 2013 £391000 an amount payable of £428000 is outstanding at the end of the year 2013 £422000  
remuneration of key management personnel 
the remuneration of key personnel including directors of synergy health plc was 
key personnel including directors comprise the executive and nonexecutive directors and three senior executives 2013 five the three senior 
executives comprise two executives directly responsible for two of the group’s operating regions and the group company secretary 
29 post balance sheet events 
on 16 may 2014 the group acquired the entire issued share capital of bioster spa a company incorporated in italy gaining control of the 
company and its subsidiaries ‘bioster group’ bioster group operates ethylene oxide and electron beam sterilisation facilities in italy slovakia  
and the czech republic providing sterilisation services to the medical device pharmaceutical and packaging industries in addition it operates  
a hospital sterilisation services ‘hss’ business in italy cash consideration amounted to €29 million net of cash and debt in the year ended  
31 december 2013 bioster group recorded revenues of €202 million £164 million and underlying ebit of €26 million £21 million  
the business had gross assets of €248 million £202 million  
on 14 april 2014 the synergy health plant in rawang malaysia experienced a mechanical equipment failure which resulted in a small fire due  
to product becoming overheated the incident was fully contained safety is of paramount importance and we can confirm there was no risk  
to employees the local community or environment at any time during this incident the group’s financial losses are expected to be fully insured 
 
2014 
£’000 
2013 
£’000 
shortterm benefits 2943 3180 
postemployment benefits 148 190 
sharebased payments 2523 54 
 5614 3424 
114 synergy health plc annual report and accounts 2014
financial statements the company financial statements on pages 115 to 123 were approved by the board on 4 june 2014 and signed on its behalf by 
g hill 
director 
 
the notes on pages 116 to 123 form part of these financial statements 
 
 
 
 
 note 
2014
£’000
2013
£’000
fixed assets  
intangible assets 4 4630 3325
tangible assets 5 101 142
investments 6 361386 360825
  366117 364292
current assets  
debtors 7 186627 197059
cash at bank and in hand  2764 2056
  189391 199115
   
trade and other payables 8 77017 44041 
bank overdraft  110 –
creditors amounts falling due within one year  77127 44041 
net current assets  112264 155074
  
total assets less current liabilities  478381 519366
creditors amounts falling due after one year 9 174261 194692 
net assets  304120 324674
capital and reserves  
called up share capital 10 368 365
share premium account 11 89909 89098
merger reserve 11 106757 106757
cash flow hedging reserve 11 664 1385 
profit and loss account 11 107750 129839
shareholders’ funds 12 304120 324674
company balance sheet
at 30 march 2014
115 synergy health plc annual report and accounts 2014  
1 principal company accounting policies 
the term ‘company’ refers to synergy health plc the separate financial statements of the company are presented as required by the companies 
act 2006 ‘the act’ as permitted by the act the separate financial statements have been prepared in accordance with uk generally accepted 
accounting principles ‘uk gaap’ 
the following accounting policies have been applied consistently in dealing with items that are considered material in relation to the company’s 
financial statements 
basis of accounting 
the financial statements presented under uk gaap are prepared under the historical cost convention and in accordance with applicable 
accounting standards 
under section 408 of the act the company is exempt from the requirement to present its own profit and loss account the company’s profit 
for the financial year is disclosed in note 2 
intangible assets 
intangible assets that are acquired by the company are stated at cost less accumulated amortisation and impairment losses costs incurred 
in setting up longterm arrangements are capitalised as intangible assets and amortised over the life of the contract to which the costs relate 
tangible fixed assets and depreciation 
tangible fixed assets are stated at cost net of depreciation and any provision for impairment freehold land is not depreciated for all assets 
depreciation is provided on a straightline basis over the estimated useful lives of the assets  
the estimated useful lives are as follows 
leasehold improvements period of lease 
plant and machinery 3–20 years  
office equipment 3–5 years  
deferred taxation 
except where otherwise required by accounting standards full provision without discounting is made for all timing differences between the 
treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date deferred tax assets 
are recognised when it is more likely than not that they will be recovered deferred tax is measured using rates of tax that have been enacted or 
substantively enacted by the balance sheet date 
financial instruments 
financial assets and liabilities are recognised on the company’s balance sheet when the company becomes a party to the contractual provisions 
of the instrument 
trade and other receivables trade and other receivables are initially stated at fair value they are subsequently measured at amortised cost using 
the effective interest method less provision for impairment 
trade and other payables trade and other payables are initially measured at fair value and are subsequently measured at amortised cost using 
the effective interest rate method  
equity instruments equity instruments issued by the company are recorded at the proceeds received net of direct issue costs 
derivative financial instruments and hedge accounting the company’s activities expose it to the financial risks of changes in foreign currency 
exchange rates and interest rates the company uses foreign exchange forward contracts and interest rate swap contracts to hedge these 
exposures the company does not use derivative financial instruments for speculative purposes the use of financial derivatives is governed 
by the company’s treasury policy as approved by the board of directors 
derivative financial instruments are recognised initially at fair value the gain or loss on remeasurement to fair value is either recognised immediately 
in the profit and loss account or if the underlying derivative qualifies for cash flow hedge accounting then the gain or loss is recognised in equity to 
the extent that the hedge is effective 
if the cash flow hedge of a firm commitment or a forecast transaction results in the recognition of an asset or a liability then at the time the asset 
or liability is recognised the associated gains or losses on the derivative that had previously been recognised in equity are included in the initial 
measurement of the asset or liability for cash flow hedges that do not result in the recognition of an asset or liability amounts deferred in equity 
are recognised in the profit and loss account in the same period in which the hedged item affects the profit and loss account  
when a cash flow hedging instrument expires or is sold terminated or exercised but the hedged forecast transaction is still expected to occur 
the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs 
if the hedged transaction is no longer expected to take place the cumulative unrealised gain or loss recognised in equity is recognised immediately 
in the profit and loss account 
 
notes to the company ﬁnancial statements
for the period ended 30 march 2014
116 synergy health plc annual report and accounts 2014
financial statements 1 principal company accounting policies continued 
retirement benefits 
defined contribution pension schemes the pension costs charged against operating profits are the contributions payable to the schemes  
in respect of the accounting period  
leased assets 
assets held under hire purchase contracts are capitalised in the balance sheet and depreciated over their expected useful lives  
the interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the profit and loss 
account over the period of the lease 
all other leases are regarded as operating leases and the payments made under them are charged to the profit and loss account on a straightline 
basis over the lease term 
investments 
in the company’s financial statements investments in subsidiary undertakings are stated at cost except where they have experienced a permanent 
diminution in value where shares have been issued to acquire a subsidiary the cost of the investment is the market value of the company’s shares 
on the date the transaction took place  
sharebased payments 
the company has applied the requirements of frs 20 ‘sharebased payment’ the company issues equitysettled sharebased payments to 
certain employees equitysettled sharebased payments are measured at fair value at the date of grant the fair value of options granted is 
recognised as an employee expense with a corresponding increase in equity 
the fair value is measured at the date of grant of the equitysettled sharebased payments and is spread over the period during which the 
employees become unconditionally entitled to the options the fair value of the options granted is measured using both the blackscholes and 
monte carlo models taking into account the terms and conditions upon which the options were granted the amount recognised as an expense  
is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to growth in the company’s total shareholder 
return not achieving the growth threshold for vesting  
the company also provides employees with the option to purchase the company’s ordinary shares at a discount of 20 of market value on the 
date of grant the fair value of the options granted is measured using the blackscholes model 
in accordance with the transitional provisions frs 20 has been applied to all grants of equity instruments after 7 november 2002 that were 
unvested as at 3 april 2005 
where the company grants options over its own shares to the employees of its subsidiaries it recognises in its individual financial statements 
an increase in the cost of investment in its subsidiaries equivalent to the equitysettled sharebased payment charge recognised in its consolidated 
financial statements with the corresponding credit being recognised directly in equity 
financial guarantees 
where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the group the company 
considers these to be insurance arrangements and accounts for them as such in this respect the company treats the guarantee contract as a 
contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee 
cash flow 
under the provisions of frs 1 ‘cash flow statements revised’ the company has not presented a cash flow statement because the consolidated 
financial statements contain a cash flow statement 
 
117 synergy health plc annual report and accounts 2014 2 profit and loss account 
the directors have taken advantage of the exemption available under section 408 of the act and not presented a profit and loss account for the 
company alone a loss of £8966000 2013 profit £1287000 is included within the consolidated financial statements audit fees and expenses 
paid to the company’s auditors were £77000 2013 £73000  
amounts receivable by the company’s auditor in respect of services to the company other than the audit of the company’s financial statements 
have not been disclosed as the information is required instead to be disclosed on a consolidated basis in the consolidated financial statements 
3 dividends 
the board of directors will recommend to the shareholders a final dividend for the period ended 30 march 2014 of 1420p 2013 1280p 
4 intangible assets 
   
software 
£’000 
cost    
at 1 april 2012   1826 
additions   1499 
at 31 march 2013   3325 
additions   1603 
at 30 march 2014   4928 
    
amortisation    
at 1 april 2012 and 31 march 2013   – 
charge for the year   298 
at 30 march 2014   298 
    
net book value    
at 30 march 2014   4630 
at 31 march 2013    3325 
at 1 april 2012   1826 
 
 
2014  
£’000 
2013 
£’000 
amounts recognised as distributions to equity holders in the period   
final dividend for the period ended 1 april 2012 of 1118p per share – 6512 
interim dividend for the period ended 31 march 2013 of 790p per share – 4610 
final dividend for the period ended 31 march 2013 of 1280p per share 7521 – 
interim dividend for the period ended 30 march 2014 of 857p per share 5042 – 
 12563 11122 
notes to the company ﬁnancial statements continued
118 synergy health plc annual report and accounts 2014
financial statements 5 tangible fixed assets 
the net book value of company plant machinery and office equipment includes £nil 2013 £nil in respect of assets held under finance leases  
6 fixed asset investments 
investments in subsidiary undertakings held by synergy health plc as at 30 march 2014 are 
additions comprise the cost of share options granted to employees of the company’s subsidiaries  
the company holds either directly or through subsidiary companies 100 except where shown of the issued share capital of the following 
principal subsidiaries 
 
 
short 
leasehold 
properties 
£’000 
plant 
machinery
and office
equipment 
£’000
total
£’000
cost  
at 1 april 2012 78 741 819
additions – 139 139
disposals – 279 279 
at 31 march 2013 78 601 679
additions – 7 7
at 30 march 2014 78 608 686
 
depreciation  
at 1 april 2012 78 551 629
charge for the year – 88 88
disposals – 180 180 
at 31 march 2013 78 459 537
charge for the year – 48 48
at 30 march 2014 78 507 585
 
net book value  
at 30 march 2014 – 101 101
at 31 march 2013  – 142 142
at 1 april 2012 – 190 190
 
shares in 
group
undertakings
£’000
balance at 31 march 2013 360825
additions 561
balance at 30 march 2014 361386
equity 
owned  
by the 
company 
   
country of  
incorporation principal activity
synergy health holdings limited 100 england holding company
synergy health investments limited 100 england holding company
synergy health laboratory services limited 100 england laboratory services
synergy health sterilisation uk limited 100 england device sterilisation and holding company
synergy health systems limited 100 england provision of it services
synergy health uk limited 100 england healthcare products and services
synergy healthcare uk limited 100 england nontrading
synergy health linen management services limited 100 england nontrading
trust sterile services limited 100 england nontrading
venture health care limited 100 england nontrading
vernon and co limited 100 england nontrading
vernon carus limited 100 england nontrading
synergy healthcare limited 100 england nontrading
119 synergy health plc annual report and accounts 2014 6 fixed asset investments continued 
the company holds either directly or through subsidiary companies 100 except where shown of the issued share capital of the following 
principal subsidiaries 
 
equity 
owned by 
the 
company 
   
country of  
incorporation principal activity 
synergy health us holdings limited 100 england nontrading 
grendonstar distribution limited 100 england nontrading 
healthtex synergy limited 100 england nontrading 
drug test limited 100 england nontrading 
isotron limited 100 england nontrading 
jmj laboratories limited 100 england nontrading 
synergy health international limited 100 england nontrading 
mt health limited 100 england nontrading 
reed shilling limited 100 england nontrading 
sts synergy limited 100 england nontrading 
shiloh limited 100 england nontrading 
shiloh mobility limited 100 england nontrading 
shiloh properties limited 100 england nontrading 
genon laboratories limited 100 england laboratory services 
synergy health ireland limited 100 republic of ireland medical device sterilisation  
synergy health westport limited  100 republic of ireland medical device sterilisation 
synergy health france sas 100 france holding company 
synergy health marseille sas 100 france medical device sterilisation 
synergy health radeberg gmbh 100 germany medical device sterilisation  
synergy health allershausen gmbh  625 germany medical device sterilisation 
gammaster sweden ab 100 sweden nontrading 
vernon carus malta limited 100 malta nontrading 
synergy health ede bv  100 the netherlands medical device sterilisation 
synergy health europe bv 100 the netherlands healthcare products and services 
synergy health holding bv 100 the netherlands holding company 
synergy health logistics bv 100 the netherlands logistics consultant 
synergy health nederland bv 100 the netherlands holding company 
synergy health utrecht bv 100 the netherlands laboratory services 
lips alkmaar bv 100 the netherlands provision of linen management services 
lips duiven bv 100 the netherlands provision of linen management services 
lips emmen bv 100 the netherlands provision of linen management services 
lips gemert bv 100 the netherlands provision of linen management services 
lips gezondheidszorg bv 100 the netherlands holding company 
lips goes bv 100 the netherlands provision of linen management services 
lips hoorn bv 100 the netherlands provision of linen management services 
lips linnenmanagement bv 100 the netherlands provision of linen management services 
lips salland bv 100 the netherlands provision of linen management services 
lips sittard bv 100 the netherlands provision of linen management services 
lips tiel bv 100 the netherlands provision of linen management services 
lips voorburg bv 100 the netherlands provision of linen management services 
synergy health amsterdam bv 100 the netherlands hospital sterilisation 
synergy health daniken ag 100 switzerland medical device sterilisation 
synergy decontamination m sdn bhd 100 malaysia hospital sterilisation 
synergy sterilisation m sdn bhd 100 malaysia medical device sterilisation 
synergy sterilisation kl m sdn bhd 100 malaysia medical device sterilisation 
synergy sterilisation kulim m sdn bhd 100 malaysia medical device sterilisation 
synergy sterilisation rawang m sdn bhd 100 malaysia medical device sterilisation 
bizworth gammarad sdn bhd 70 malaysia medical device sterilisation 
stellar saga sdn bhd 100 malaysia nontrading  
sterilgamma services sdn bhd 100 malaysia nontrading 
sterile service sdn bhd 100 malaysia nontrading 
notes to the company ﬁnancial statements continued
120 synergy health plc annual report and accounts 2014
financial statements 6 fixed asset investments continued 
a full list of the group companies is available for inspection at the company’s registered office all the above companies are included in the 
consolidated financial statements 
7 debtors 
deferred taxation 
the amounts provided for deferred taxation for the company are analysed below 
a reduction in the uk corporation tax rate from 24 to 23 effective from 31 march 2013 was substantively enacted on 5 july 2012 and further 
reductions to 21 effective from 1 april 2014 and 20 effective from 1 april 2015 were substantively enacted on 2 july 2013  this will reduce 
the companys future current tax charge accordingly the deferred tax liability at 30 march 2014 has been calculated based on the rate of 20 
substantively enacted at the balance sheet date  
 
 
equity 
owned  
by the 
company 
   
country of  
incorporation principal activity
sinasterilgamma sdnbhd 40 malaysia nontrading
synergy health thailand limited 100 thailand medical device sterilisation
synergy sterilisation south africa pty limited 100 south africa medical device sterilisation
synergy health suzhou limited 100 china hospital sterilisation
chengdu synergy health laoken sterilisation co ltd 51 china hospital sterilisation
synergy health suzhou sterilisation technologies limited 100 china medical device sterilisation
synergy health hong kong limited 100 hong kong holding company
synergy health ast srl 100 costa rica medical device sterilisation
synergy health outsourcing solutions inc 100 us nontrading
synergy health true north llc 100 us hospital sterilisation
synergy health us holdings inc 100 us holding company
synergy health ast llc 100 us medical device sterilisation
synergy health new york llc 100 us hospital sterilisation
synergy health north america inc 100 us hospital sterilisation
 
2014
£’000
2013
£’000
amounts falling due within one year 
amounts owed by group undertakings 172365 184449
prepayments and accrued income 2907 2794
corporation tax receivable 10689 9246
deferred taxation 666 570
 186627 197059
 
2014
£’000
2013
£’000
balance at 31 march 2013 570 598
charge to the profit and loss account 70 28 
credit to equity 166 –
balance at 30 march 2014 666 570
 
2014
£’000
2013
£’000
accelerated capital allowances 221 149 
sharebased payments 717 715
other timing differences 170 4
 666 570
121 synergy health plc annual report and accounts 2014 8 trade and other payables amounts falling due within one year 
9 creditors amounts falling due after one year  
bank overdraft facilities of £10 million 2013 £3 million were available to the company subject to the group overdraft pool not exceeding  
£10 million 2013 £3 million the group pool is shared with the company’s uk subsidiaries overall £15 million of the uk overdraft pool was 
utilised at 30 march 2014 2013 £nil interest rates payable are disclosed in note 19 to the consolidated financial statements  
10 share capital 
throughout the year the company issued 646711 ordinary shares 2013 348732 ordinary shares of 0625p in respect of options exercised 
under share option schemes proceeds amounted to £814000 2013 £1736000  
the difference between the total consideration and the total nominal value of shares issued has been credited to the share premium account 
in the previous period the company completed a placing of 2755520 ordinary shares of 0625p at a price of 820p per share via an accelerated 
bookbuild placing managed by investec the placing raised proceeds of £22600000 before expenses 
11 reserves 
the loss in the company is £8966000 2013 profit £1287000 after tax and before dividends  
in the year to 30 march 2008 a surplus arose on a group reorganisation in the sum of £73629000 which was credited to the profit and loss 
account but was considered to be unrealised and therefore nondistributable  
 
2014 
£’000 
2013 
£’000 
trade creditors 1062 669 
amounts owed to group undertakings 71569 40296 
other creditors including taxation and social security 107 92 
accruals and deferred income 3449 1599 
derivative financial instruments 830 1385 
 77017 44041 
 
2014 
£’000 
2013 
£’000 
bank loans and other interestbearing liabilities 174261 194692 
obligations under bank loans   
amounts falling due   
between one and two years – – 
between two and five years 126527 194692 
greater than five years 47734 – 
 174261 194692 
 
2014 
£’000 
2013 
£’000 
alloted called up and fully paid   
58519934 ordinary shares 2013 55415682 of 0625p each  368 365 
 
share 
premium 
account  
£’000 
merger 
reserve 
£’000 
cash flow 
hedging 
reserve 
£’000 
profit and loss 
account 
£’000 
balance at 1 april 2012 64955 106757 1341 137347 
profit for the financial year – – – 1287 
dividends – – – 11122 
arising on issue of new share capital 24143 – – – 
cash flow hedges – derivative instruments – – 44 – 
expense in relation to equitysettled sharebased payments – – – 2327 
balance at 31 march 2013 89098 106757 1385 129839 
loss for the financial year – – – 8966 
dividends – – – 12563 
arising on issue of new share capital 811 – – – 
purchase of treasury shares – – – – 
issueallocation of treasury shares – – – 3046 
cash flow hedges – derivative instruments – – 721  
expense in relation to equitysettled sharebased payments – – – 2486 
balance at 30 march 2014 89909 106757 664 107750 
notes to the company ﬁnancial statements continued
122 synergy health plc annual report and accounts 2014
financial statements 12 reconciliation of movements in shareholders’ funds 
13 financial instruments 
the disclosure requirements of frs 29 are covered by the disclosure requirements of ifrs 7 financial instruments disclosures financial 
instruments included in the company are included in the group disclosure in note 19 of the consolidated financial statements 
elements of the interest hedging arrangements described in note 19b to the consolidated financial statements were held in the name of synergy 
health plc the arrangements are deemed to be fully effective in fixing the interest on the underlying debt and in revaluing them to fair value 
the company has recognised £830000 in current liabilities and equity 2013 £1385000 net of the associated deferred tax amount  
the directors consider that the fair value of the company’s financial assets and liabilities is equivalent to the value at which they are carried  
in the company’s financial statements 
14 other commitments 
financial guarantees 
where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the group the company 
considers these to be insurance arrangements and accounts for them as such in this respect the company treats the guarantee contract as a 
contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee 
15 pensions 
the company operates a number of defined contribution pension schemes for all eligible employees company contributions are charged to the 
profit and loss account in the period in which they relate the charge for the period in respect of the defined contribution schemes was £167000 
2013 £148000  
16 sharebased payments 
the requirements of frs 20 ‘sharebased payment’ have been applied to grants of equity instruments made since 7 november 2002 outstanding 
at 3 april 2005 the disclosure requirements of frs 20 are identical to those of ifrs 2 ‘sharebased payment’ and sharebased payments 
included in the company are included in the group disclosure full ifrs 2 disclosures are provided in note 26 to the consolidated financial 
statements 
the charge in the companyonly accounts in relation to equitysettled sharebased payments was £551000 2013 £979000 in addition 
the company recognised £561000 2013 £821000 in the cost of investment in its subsidiaries which relates to the equitysettled sharebased 
payment charge recognised in its consolidated financial statements with the corresponding credit being recognised directly in equity 
 
 
2014
£’000
2013
£’000
lossprofit for the financial year 8966 1287
dividends 12563 11122 
 21529 9835 
new share capital 814 24162
expense in relation to sharebased payments 2486 2327
cash flow hedges – derivative instruments 721 44 
issueallocation of treasury shares 3046 –
net decreseincrease in shareholders’ funds 20554 16610
opening shareholders’ funds  324674 308064
closing shareholders’ funds 304120 324674
123 synergy health plc annual report and accounts 2014  
agm 23 july 2014 
group results  
interim results announced november 2014 
full year results announced june 2015 
dividend dates  
interim dividend for 2014 announced november 2014 
interim dividend for 2014 payable january 2015 
 
 
 
 
 
 
 
company registration number 
3355631 
 advisors  
 
registered office
ground floor stella 
windmill hill business park 
whitehill way 
swindon  
wiltshire sn5 6nx 
 lead banker 
barclays bank plc  
park house  
newbrick road  
stoke gifford  
bristol bs34 8yu 
 registrars
computershare 
investor services plc 
the pavilions 
bridgwater road 
bristol bs99 6zz 
secretary
t c mason ma fcis mcipd  
 cash management 
providers 
hsbc bank plc 
3 rivergate 
temple quay  
bristol bs1 6er 
brokers 
investec bank uk ltd  
2 gresham street 
london ec2v 7qp 
auditors 
kpmg audit llp 
st nicholas house 
park row 
nottingham ng1 6fq 
 solicitors
dla piper uk llp 
victoria square house 
victoria square 
birmingham b2 4dl 
 
financial calendar
124 synergy health plc annual report and accounts 2014
financial statements go online to ﬁnd out more
this report is complemented by a range of online   
information and resources wwwsynergyhealthplccom
photography provided by danish apple photographydanishapplecom 
designed and produced by luminous
wwwluminouscouk synergy health plc  
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synergy health plc
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Summary:
 strategic report 
chief executives strategic review 
introduction
synergy is a global leader in outsourced sterilisation 
services for medical device manufacturers hospitals and 
other industries worldwide we operate a complete range 
of sterilisation technologies including gamma ethylene 
oxide ‘eto’ electron beam xray steam and plasma 
across the healthcare industry synergy also provides other 
niche outsourced services such as laboratory services 
pathology toxicology microbiology and food and allergen 
testing and healthcare linen services all of our businesses 
have the beneﬁt of signiﬁcant barriers to entry stable 
longterm contracts and good cash generation
writing last year i anticipated that 201314 could mark an 
inﬂexion point for synergy with a return to stronger organic 
growth this year we have won new longterm contracts 
worth £39 million per annum in the us £67 million per 
annum in the uk and approximately £21 million per 
annum in asia our forward order book has jumped from 
£10 billion to £15 billion we have also progressed over 
half way to our target of having 50 of our revenue 
generated outside the uk and europe the americas  
and asia  africa regions now account for 254 of 
revenue and 204 of our adjusted operating proﬁts in the 
context of the group’s reported revenues of £3805 million 
2013 £3612 million and adjusted operating proﬁts of 
£613 million 2013 £562 million in constant currency 
revenue growth was 41 and adjusted operating proﬁt 
growth was 7 9 
although our order book has grown signiﬁcantly the new 
contracts won will commence over the next eighteen 
months and hence were not reﬂected in this year’s 
revenues in addition it has been a difﬁcult year with little  
if any healthcare volume growth in the developed 
countries caused by the affordable care act in the us and 
continued austerity measures in the uk and europe we 
have also seen a further decline in dutch linen revenues  
of 109 in constant currency terms and the last ﬁscal 
quarter which is usually our strongest was affected by 
extreme weather in the us and europe on a constant 
currency basis growth for the year was a respectable 86 
excluding linen in light of the dutch linen concerns we 
reviewed the group strategy in november and a number of 
changes are being implemented during the new ﬁscal year
our objective is to grow 
revenue and earnings 
by approximately 15  
per annum through 
a combination of organic  
and acquisitive growth
14 synergy health plc annual report and accounts 2014 strategy 
our objective is to grow revenue and earnings by 
approximately 15 per annum through a combination  
of organic and acquisitive growth with inﬂation no greater 
than 2 and volume growth in a similar 02 range for  
the next few years the growth challenge is signiﬁcant our 
addressable markets are very large however with the global 
ast market estimated to be worth £15 billion per annum 
the uk hss market worth £03 billion per annum and the 
us hss market worth £18 billion per annum to address 
the growth challenge we have implemented a fourstep plan 
that builds on our usuk operating axis the key objectives 
and strategies are to
a grow ast by at least 1012 per annum by continuing 
to internationalise the network through organic growth and 
acquisitions whilst differentiating our services through 
technology and our people 
during the year we opened the new gamma facility in 
marcoule france and after the year end acquired the bioster 
group in italy extending our network across southern and 
eastern europe with facilities in italy slovakia and the czech 
republic globally synergy’s ast business is number two  
in the world and has the largest processing capacity
b grow hss by 1020 per annum by focusing our 
outsourcing growth in the us uk and asia whilst offering 
easily scalable hss technologies to a broader market 
our own surgical instrument management software 
synergytrak™ formerly known as trakstar supported  
by radiofrequency identiﬁcation ‘rfid’ technologies will 
increase operating room utilisation and reduce patient risk 
synergy is the largest provider of healthcare outsourcing 
services globally and has the scale to differentiate itself 
from inhouse solutions and commercial competitors  
by continuing to invest in new technology for example 
synergy recently introduced a new patented rfid tunnel 
reader that can massread a large tray of instruments  
with one hundred per cent accuracy in less than 40 
seconds this presents an opportunity to revolutionise the 
assembly of instrument trays as well as decrease risk in  
the operating room we will continue to invest in research 
and development ‘rd’ with the recruitment of a chief 
technology ofﬁcer and a ringfenced rd budget of 05 
of revenue per annum 
with recent wins of £411 million per annum in the us and 
china together with a reopening of the uk market the 
group is poised to see a strong return to growth we will  
see the revenue impact of the ﬁrst of these large contracts 
starting in september 2014 and the second in may 2015
c expand the linen services into service adjacencies  
to broaden their growth prospects and reduce our 
dependency on pure linen whilst the uk service has done 
well winning contracts worth over £51 million per annum 
the dutch service is seeing a further contraction in their 
market as the dutch health service restructures longterm 
care the current strategy for this service is very much 
based on cost leadership so that at any given price we 
intend to make a higher margin than our competitors our 
focus in the new ﬁnancial year is to restore revenue growth
d expand synergy’s services into a third market with very 
strong adjacencies to both the ast and hss businesses 
our attention is broadly focused on the inspection testing 
and certiﬁcation market building on our existing laboratory 
business during the year we acquired genon limited a 
small ukbased food testing laboratory and we anticipate 
further acquisitions to help create scale in this space we 
expect this new service to gain momentum during 2015 
and beyond
leadership and a revised group structure
it remains a cornerstone of synergy’s strategy to rapidly 
internationalise our business and to decrease our reliance 
on europe however we have to recognise that the usuk 
axis is becoming increasingly important as is the need to 
extract scale beneﬁt from our global operations in each 
service line accordingly the board has decided to 
restructure the group in the new ﬁscal year replacing our 
regional structure with a service line structure in addition 
we have split the role of the group chief executive ofﬁcer 
‘ceo’ creating a chief operating ofﬁcer ‘coo’ role to 
oversee the daytoday operations whilst the ceo focuses 
on strategy and longterm planning i have remained in my 
role as group ceo and the former ceo of the uk  ireland 
region dr adrian coward has become our coo and joins 
the plc board 
our scale and expertise in hospital sterile 
services has enabled us to invest in the 
development and exploitation of potentially 
transformational technology such as rfid 
 
15 synergy health plc annual report and accounts 2014 strategic report 
chief executives strategic review continued 
we believe that this structure will enable us to implement 
the new strategy effectively and to deliver the global organic 
growth we are striving for whilst maintaining our reputation 
for operational excellence and delivering a service that 
generates outstanding value for our customers
during the year we began the search for a chief technology 
ofﬁcer to lead the rd programme elsewhere in the 
group we have made several senior leadership 
appointments to strengthen management including
  global vice president of quality assurance  
and regulatory affairs
  global vice president of human resources
  global president ast  laboratories
  us president ast 
  us president hss 
finally on 16 may 2014 we completed our acquisition  
of the bioster group bioster operates nine ast sites 
including six in italy one each in slovakia and the czech 
republic and a small joint venture in egypt all the non
italian facilities specialise in eto sterilisation whilst in italy 
electron beam sterilisation is offered at the seriate bastia di 
rovolon and poggior rusco facilities the remaining italian 
facilities also offer eto sterilisation as does poggior rusco 
providing access to both technologies at the one site in 
addition bioster engages in hss outsourcing with twelve 
facilities across milan venice florence pescara and 
naples as with previous ast acquisitions we expect that 
bioster’s rate of growth will increase as part of synergy’s 
global ast network and strong brand recognition in the 
global medical device market
financial strength
synergy is a robust business and in good shape with an 
internationally diversiﬁed business providing valueadded 
services underpinned by longterm contracts cash 
generation remains strong with adjusted ebitda 
increasing by £40 million to £1033 million 2013 £993 
million before nonrecurring items net debt reduced to 
£147 6 million reducing gearing to 15 times ebitda  
well below our internal ceiling of net debt to ebitda of  
25 times
outlook 
the board is conﬁdent that synergy’s updated strategy  
will build on the success we have seen in recent months 
with new contract wins the continued internationalisation 
of our services is broadening the available market whilst 
our new structure recent appointments and new service 
range will contribute towards a faster rate of growth we 
have a vision for how synergy’s services will integrate with 
the needs of the changing healthcare industry and are 
actively increasing our expenditure in rd to ensure that 
we remain on top of technological advancements that could 
revolutionise our sector through our global expertise and 
investment in technology and solutions delivery we have an 
increasingly attractive value proposition to help our 
customers address the challenges that they face
looking ahead our new contract wins of £43 million per 
annum will be implemented over the next sixteen months 
raising our growth rate in the short to medium term we 
expect to see a 05 reduction in operating margins as we 
channel investment into rd but this investment will be 
offset by our growing bid books and bid conversions that 
will ultimately drive topline growth we have conﬁdence  
in our strategy and in our realigned and signiﬁcantly 
expanded leadership team to implement our strategy
dr richard m steeves 
chief executive 
4 june 2014
i am conﬁdent that synergy’s updated strategy  
will build on the success we have seen in recent 
months with new contract wins the continued 
internationalisation of our services is broadening  
the available market whilst our new structure  
new talent and new service range will contribute 
towards a faster rate of growth
16 synergy health plc annual report and accounts 2014