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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Spire Healthcare Group Plc | LSE:SPI | London | Ordinary Share | GB00BNLPYF73 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -1.00 | -0.42% | 238.00 | 237.00 | 239.00 | 238.00 | 238.00 | 238.00 | 2,295 | 08:09:17 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Health & Allied Services,nec | 1.36B | 27.3M | 0.0676 | 35.43 | 967.89M |
From Apr 2019 to Apr 2024
TIDMSPI
RNS Number : 4408L
Spire Healthcare Group PLC
19 April 2018
Spire Healthcare Group plc
19 April 2018
Annual Report and Notice of Annual General Meeting
Spire Healthcare Group plc (the "Company") released its preliminary announcement of its annual results for the year ended 31 December 2017 ("Preliminary Announcement") on Friday, 2 March 2018.
Further to that Preliminary Announcement, the Company confirms that its Annual Report and Accounts for the year ended 31 December 2017 ("2017 Annual Report"), 2018 Notice of Annual General Meeting and Form of Proxy have now been published. Printed copies have been posted to shareholders who have requested hard copies.
The Annual General Meeting of the Company will take place at 11.00am on Thursday, 24 May 2018 at the offices of Freshfields Bruckhaus Deringer LLP, Northcliffe House, 28 Tudor Street London EC4Y 0AY.
Documents are available on the Company's website as follows:
2017 Annual Report: www.spirehealthcare.com/AR2017 2018 Notice of Meeting: www.spirehealthcare.com/Notice2018
In accordance with Listing Rule 9.6.1, the Company will submit its 2017 Annual Report and other shareholder documents to the National Storage Mechanism. These documents should then be available for inspection within two working days at www.hemscott.com/nsm.do.
The Appendix to this announcement contains information required for the purposes of compliance with DTR 6.3.5 (1) of the Disclosure and Transparency Rules, including a Statement of Directors' responsibilities This information is extracted, in full unedited text, from the 2017 Annual Report and should be read in conjunction with the Preliminary Announcement, which contained other information required by DTR 6.3.5 (1), released to the market on Friday, 2 March 2018.
Enquiries:
Philip Davies, Deputy Company Secretary
Tel: +44 (0) 20 7427 9000
Appendix
Principal risks
The Group's financial and operational risks, how they have changed and how they are managed are shown below.
Hot Features
Premium
Risk
change
Risk theme Risk description and impact 2017 How we manage the risk
--------------- -------------------------------------- ----------- --------------------------------------
Clinical care The Group's future growth Risk Spire Healthcare continually
depends upon its ability remained monitors its clinical standards,
to maintain its reputation stable policies and procedures through
for high-quality services the Board's Clinical Governance
by meeting its quality and Safety Committee ('CGSC').
goals. Poor clinical outcomes, During 2017, regular management
negative media comment information and associated
or patient, GP and/or consultant reporting has been provided
dissatisfaction could reduce to the Executive Committee.
the quality ratings, which Management information is
could lead to a loss of subject to continuous improvement
patient referrals and lost to best leverage underlying
earnings. clinical data.
There is a schedule of regular
Clinical Reviews using the
Care Quality Commission's
('CQC') key lines of enquiries.
Each hospital is reviewed
at least annually with an
action plan for improvement
as well as an overarching
improving plan across the
Group.
The Group reviews and maintains
insurance to mitigate the
possibility of a major loss.
Adequacy of cover is reviewed
annually with the Group's
brokers.
'Project Outstanding' was
launched in early 2018 with
the overarching objective
of achieving a rating of
Outstanding across the Group
by 2020.
--------------- -------------------------------------- ----------- --------------------------------------
Government Change in the medium-term Risk The Group derives revenues
policy public funding of NHS services increased from three primary payor
provision, and/or the prioritisation groups (PMI, NHS and Self-pay)
of this funding to particular and this provides a natural
service lines over time 'hedge' against exposure
(elective healthcare, A&E, to risks in each of these
community care, etc.), payors. The Group looks to
could adversely reduce optimise the mix of revenues
the flow of NHS patients across each of these payor
to Spire Healthcare. groups dependent upon local
Changes in the service market circumstances. For
level requirements for example, restricted access
providers of NHS services, to NHS treatment can lead
and service level commitments to increased numbers of patients
to members of the public electing to pay privately
served by the NHS, could for their healthcare needs.
adversely impact the attractiveness The Group's service levels
of privately funded treatment. are confirmed by regular
Changes in fiscal policy surveys of patients, GPs
could increase the burden and consultants, which provide
of welfare resulting in ongoing feedback to ensure
a reduction of NHS-funded NHS requirements (whether
options. as providers or as commitments
A fundamental change in to its patients) are met.
the tariff structure (pricing In addition, the Board regularly
arrangements) associated reviews the competitiveness
with the provision of services of its patient offering (both
to the NHS could result NHS and private patients).
in reduced access to patients, The Board continually monitors
reduced tariffs, or reduced Government policy, NHS requirements
prices leading to reduced and associated tariff structures
revenues and/or margins. to consider the need for
cost and/or investment reduction,
whether in the short, medium
or long term.
--------------- -------------------------------------- ----------- --------------------------------------
Compliance The Group operates in a Risk The Group continues to strengthen
with laws, highly regulated environment, increased its Group-wide risk management
regulations including complying with framework (and associated
and other the requirements of, for policies and procedures)
applicable example, the CQC, NHS Improvement to ensure that risks are
requirements and the CMA. mitigated as far as possible,
Failure to comply with the Executive Committee has
laws, regulations or regulatory appropriate visibility to
standards may expose the ensure robust decision-making,
Group to patient claims, and the Group has the ability
fines, penalties, damage to monitor and react to the
to reputation, suspension changing regulatory framework
from the treatment of NHS of a listed company in the
patients, loss of hospital healthcare sector.
licence and loss of private The Group has a significant
patients, such that the centralised clinical services
Group may not be able to team which assists hospitals
operate one or more of in establishing and maintaining
its hospitals, causing a high level of clinical
a significant reduction performance.
in profit. Emerging legal or regulatory
The CQC has continued its changes are monitored by
inspection regime which the Board, the Executive
assesses and rates hospitals Committee, the Audit and
and makes these results Risk Committee and the CGSC,
publicly available. If in addition to consultations
a hospital fared badly with external advisers and
in one of these inspections, industry briefings.
it could result in that A GDPR implementation board
hospital being assessed is leading on preparation
as 'Inadequate' which could for GDPR. Progress has included
have significant regulatory a detailed gap analysis and
and reputational impacts. the identification of associated
As at the end of 2017, risks and mitigations.
no Spire Healthcare hospitals
had received an 'Inadequate'
rating.
The introduction of the
General Data Protection
Regulation ('GDPR') will
bring tighter controls
and responsibilities to
how the Group controls
and processes personal
data.
The Group is aware that
HMRC has indicated it will
hold a public consultation
on reforms to the IR35
Regulation. It will be
important that the Group
understands the impact
that any changes would
have.
In addition, the Group
could fail to anticipate
legal or regulatory changes
leading to a significant
financial or reputational
impact.
--------------- -------------------------------------- ----------- --------------------------------------
Insurance Healthcare companies, including Risk The Group holds third-party
Spire Healthcare, are sometimes remained liability insurance to partially
subject to actions alleging stable cover patient, third-party
negligence, malpractice and employee personal injury
and other legal claims claims, and is partially
that may involve large self-insured up to predetermined
potential damages and significant levels, above which its third-party
defence costs, whether liability insurance applies.
or not the defendant is The Group reviews and maintains
ultimately found liable. insurance adequacy of cover
The Group could be subject annually with the Group's
to litigation for actions broker.
by third parties or may
be found liable for damages
which may not be covered
by its insurance policies,
if the claims are in excess
of cover or claims are
not covered by the Group's
insurance due to other
policy limitations or exclusions
or where it has failed
to comply with the terms
of the policy.
The Group's insurance premiums
may increase and, if there
is a significant deterioration
in its claims experience,
insurance may not be available
on acceptable terms.
--------------- -------------------------------------- ----------- --------------------------------------
Concentration The PMI market is concentrated, Risk The Group works hard to maintain
of PMI market with the top four companies remained good relationships and a
(Bupa, AXA, Aviva and VitalityHealth stable joint product/patient health
(formerly PruHealth)) having offering with the PMI companies,
a market share estimated which, in the opinion of
at over 85%. the Directors, assists the
Loss of an existing contractual healthcare sector as a whole
relationship with any of in delivering high-quality
the key insurers could patient care.
significantly reduce revenue The Board believes continuing
and profit. to invest in its well- placed
Further consolidation of portfolio of hospitals should
the PMI market could adversely provide a natural fit to
impact Spire Healthcare's the local requirements of
relative bargaining power all the PMI providers.
in any ongoing commercial The Group continues to ensure
arrangements. we have long-term contracts
in place with our PMI partners
to avoid co-termination of
contractual arrangements.
--------------- -------------------------------------- ----------- --------------------------------------
Availability Growing demand for healthcare, Risk The Board focuses on staff
of key medical changes to the working remained retention, with trends and
staff requirements and a limited stable changes in our staff survey
supply of appropriately informing our strategy for
qualified key medical staff engagement with a focus on
may lead to a shortage incentives, staff development
of medical staff. Profitable and training.
growth, in line with the Management deploys productivity
Group's strategy, requires tools and pursues opportunities
an expansion of clinical to reduce clinical nursing
services in hospitals, time spent on non-clinical
particularly including activities to optimise the
more complex surgical procedures effectiveness of its clinical
and ongoing treatment of staff base.
higher-risk patients, which The Group has looked to ensure
could be impacted by a that all significant contracts
shortage of key medical run for a minimum of a year
staff. In order to expand to avoid co-termination of
our directory of services contractual arrangements
at hospital level, in line across its PMI base.
with our strategy, it is The Group believes consultants
vital to have access to are attracted by its advanced
appropriately qualified, facilities, technology and
clinical staff. equipment, excellent brand
The market may see salary and reputation, the availability
rates rise as competition of a broad range of treatments,
for staff increases and, skilled nursing staff and
as a result, the Group's medical support staff, and
costs may increase and the efficiency of administrative
its profits may reduce. support. The Group undertakes
There may be further complexity continuous investment in
to recruitment post-Brexit. its equipment, facilities
and services to retain high-quality
consultants and also provides
theatre capacity to new consultants.
This is confirmed by good
consultant satisfaction levels,
though these fell in 2017.
--------------- -------------------------------------- ----------- --------------------------------------
Macroeconomic Approximately 70% of the Risk The Board manages this risk
conditions Group's revenue is dependent remained by regularly reviewing market
on private patients having stable conditions and economic indicators
PMI, paid by their employer to assess whether actions
or paid by the individual, are required.
or being able to afford As successfully employed
its services (Self-pay). in the recent economic downturn,
In an economic downturn, if the private market contracts,
the number of insured individuals the Group can try to reduce
falls with the level of costs and future investment
employment and individuals to improve profit and cash
have reduced real income flow, and may be able to
to fund insurance or Self-pay offer the released capacity
for procedures. to the NHS at its lower tariff,
This would have an adverse reducing the impact on profit.
effect on the Group's business, Macroeconomic conditions
the results of its operations may put comparable finance
and prospects. strain on competitors, who
may not be as well positioned
to respond. Opportunities
may arise from reduced competition
or market consolidation.
--------------- -------------------------------------- ----------- --------------------------------------
Competitor Spire Healthcare operates Risk The Group maintains a watching
challenge in a highly competitive remained brief on new and existing
market. New or existing stable competitor activity and retains
competitors may enter the the ability to react quickly
market of one or more of to changes inpatient and
our existing hospitals, market demand.
or offer new services. The Group considers that
The potential impact would a partial mitigation of the
be the loss of market share impact of competitor activity
due to a new competitor is ensured by providing patients
and reduced profitability with high-quality care and
and cash flow. by maintaining good working
relationships with GPs and
consultants.
--------------- -------------------------------------- ----------- --------------------------------------
Cyber security The Group's information Risk Spire Healthcare's technical
technology platform supports, remained IT teams continually monitor
among other things, management stable these developments as a business
control of patient administration, as usual activity. Working
billing and financial information with a number of specialist
and reporting processes. and industry leading technical
In common with other corporate partners, Spire Healthcare
organisations, the Group has created multiple layers
faces the challenges of of business protection through
a continually evolving the use of advanced intrusion
external cyber threat landscape, detection and protection
and could become vulnerable systems, web access firewalls
to computer viruses, break-ins and advanced content filtering
and similar disruption to combat denial of service
from unauthorised tampering. attacks.
The Group's business could Business processes are also
be disrupted if its information kept under review and user
systems fail or if its education regularly carried
databases are breached, out to minimise the possibility
destroyed or damaged. This of ransomware incidents.
could cause financial and Regular third-party penetration
reputational impacts. testing is performed on Spire
The level of risk to Spire Healthcare's core IT systems.
Healthcare's IT architecture New IT system developments
and systems continues to are subject to rigorous penetration
grow as the volume of cyber testing prior to release.
security threats are increasing This approach allows us to
and becoming more sophisticated. keep pace with the increasing
risk profile, ensuring that
the risk to Spire Healthcare
has remain stable.
--------------- -------------------------------------- ----------- --------------------------------------
Investment The capital investment Risk The Group conducts a financial
plans and programme (which includes remained and operational appraisal
execution IT system developments) stable process to evaluate the expected
at any time consists of returns on capital during
a number of individually the evaluation phase of the
significant projects simultaneously project.
in progress. Comprehensive project management
With any major project is employed throughout the
there are risks, such as project, from the evaluation,
major cost overrun or substantial to the bid process, agreement
delay in delivery, or disruption of contract terms and conditions,
to business activities cost forecasting, as well
during capital builds which as regular monitoring and
could impact upon the expected management of progress.
returns, the Group's planned Regular reporting of all
profit growth and future significant projects to the
cash flow. executive sponsor and the
Board is provided. Learnings
from recent new builds will
strengthen the process going
forward.
--------------- -------------------------------------- ----------- --------------------------------------
Liquidity The Group may not have Risk The Group actively monitors
and covenant sufficient liquid resources remained and manages its liquid asset
risk to meet its financial liabilities stable position, its financial liabilities
as they fall due, or breach falling due and the cover
financial covenants linked against its loan covenants.
to its borrowings. The Board has considered
Failure to meet its obligations the risk in detail as part
or covenants would have of its assessment of the
a substantial adverse effect viability of the Company.
on the Group's reputation
and may lead to borrowings
becoming repayable earlier
than contracted for.
--------------- -------------------------------------- ----------- --------------------------------------
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report and Accounts for the year ended 31 December 2017, including the Consolidated financial statements and the Parent Company financial statements, Directors' Report, including the Directors' Remuneration Report and the Strategic Report in accordance with applicable law and regulations. Under that law, the Directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union and Article 4 of the IAS Regulation and have elected to prepare the Parent Company financial statements in accordance with IFRS, as adopted by the EU.
Company law requires the Directors to prepare such financial statements for each financial year. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company on a consolidated and individual basis, and of the profit or loss of the Company on a consolidated basis for that period.
In preparing these financial statements, the Directors are required to:
-- select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in IFRS as adopted by the EU is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's and Company's financial position and financial performance;
-- state that the Group's and Company's financial statements have complied with IFRS as adopted by the EU, subject to any material departures disclosed and explained in the financial statements; and
-- prepare the financial statements on a going concern basis, unless it is not appropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, and disclose, with reasonable accuracy at any time, the Company's financial position and enable them to ensure compliance with the Companies Act 2006. They are also responsible for safeguarding the Company's assets and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Each of the Directors, whose names and functions are listed on pages 56 and 57, confirms that:
-- to the best of their knowledge, the Consolidated financial statements and the Parent Company financial statements, which have been prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Company on a consolidated and individual basis;
-- to the best of their knowledge, the Strategic Report and the Directors' Report include a fair review of the development and performance of the business and the position of the Company on a consolidated and individual basis, together with a description of the principal risks and uncertainties that it faces; and
-- they consider that the Annual Report and Accounts for the year ended 31 December 2017, 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.
Related party transactions
Key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. They include the Board and Executive Committee, as identified on pages 56 to 59.
Compensation for key management personnel is set out in the table below:
Key management compensation
(GBP million) 2017 2016
================================================ ==== ====
Salaries and other short-term employee benefits 3.5 3.2
Post-employment benefits 0.4 0.4
Share based payments 0.9 0.3
================================================ ==== ====
4.8 3.9
================================================ ==== ====
Further information about the remuneration of individual Directors is provided in the audited part of the Directors' Remuneration Report on pages 78 to 95.
There were no transactions with related parties external to the Group in the year to 31 December 2017 (2016: nil).
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOASFSSWUFASEEL
(END) Dow Jones Newswires
April 19, 2018 03:22 ET (07:22 GMT)
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