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Total Brain LimitedDoctor Care Anywhere Annual Report 2022 1
Annual Report 2022
Doctor Care Anywhere Group PLC
(Company Number 08915336)
(ARBN 645 163 873)
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 2
Contents
STRATEGIC REPORT
Chairman and CEO’s Letter
Section 172 Statement
Operating and Financial Review
Clinical Risk Review
REPORT OF THE DIRECTORS
Directors’ Report
Corporate Governance statement
Appendix A
Remuneration and Nominations Committee Chair’s Letter
Remuneration Report
Directors’ Declaration
Directors’ Responsibility
Statement
FINANCIAL STATEMENTS
Financial Statements
Independent Auditor’s Report
Shareholder Information
Corporate Directory
6
9
11
16
20
27
39
42
43
51
52
53
87
98
100
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571
Doctor Care Anywhere Annual Report 2022 3
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 4
Executive Summary
FY22 highlights
40% increase in
consultations on FY21;
totalling 614,000
19% revenue growth
to £29.8m (A$52.3m)
• Gross margin improvement of
more than 6ppt in FY22 to 42.9%
• Underlying EBITDA losses reduced
£2.9m in the year to £17.2m as the
business focuses on getting to
break even. This was supported by
a cost reduction programme in 1H
22.
• Launch of variable length
appointments, the first step in the
full launch of the Company’s new
operating model.
Services overview
Efficient workforce utilisation to treat a
wide range of conditions at scale
Patient
Comes to DCA for healthcare need
Health Navigator
Assigns patient to most appropriate treatment pathway
QuickConsult
Fast and easy questionnaire-
based treatment for routine
conditions (for release in
2H23)
Virtual GP
Access to GPs within
4-8 hours, 24 hours
a day, 7 days a week
Virtual Nurses
Treatment by Advanced
Treatment by Advanced
Nurse Practitioners for
Nurse Practitioners for
conditions not requiring a GP
conditions not requiring a GP
(for release in Q2 2023)
=(for release in Q2 2023)
Diagnostic tests
If required, diagnostic tests (i.e., MRI, x-ray,
bloods) can be arranged with 3rd parties
Specialist review
Review of diagnostic test results,
advising on treatment plan
For patients
Faster access
For payors
Differentiated model
Better clinician outcomes
Cost savings
Transparency
Better clinician outcomes
For healthcare
professionals
Convenience and
flexibility
Training and support
Increased income
opportunity
For Doctor Care Anywhere
Ability to treat broad range of
health conditions
Efficient utilisation of clinicians
(lower cost to serve)
Enabling every step of the
patient journey
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 5
FY22 results overview
£29.8m
(A$52.3m) revenue
19% revenue growth on FY21
614,200
consultations
delivered
(+40% on FY21)
Driven by acquisition
of 174,200 new patients
428,000
consultations
delivered to
returning patients
Demonstrating quality and
retention value of service
31,200
secondary care
journeys completed
(+82% on FY21)
Driving improved margins and
payor savings
Underlying EBITDA
loss reduced to
£17.2m
(A$30.2M)
14% Reduction on FY21
42.9%
FY22 underlying
gross profit margin
Up over 6ppt on FY21,
demonstrating improving
base economics of business
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Chairman and Incoming CEO’s Letter
Doctor Care Anywhere Annual Report 2022 6
“2022 was a year of change,
rebuilding and resetting
the Company to ensure
Doctor Care Anywhere
has a bright future”
Dr Richard Dammery, Chairman
A Year of change and stabilisation
Ben Kent, Interim Chief Executive
There can be no doubt that 2022 was a challenging year for Doctor Care Anywhere (“DCA”), in a sector which has lost
significant market support, globally, compared to 2020 and 2021.
At last year’s AGM, the Board said that it believes telehealth is not a fad – it is not a COVID phenomenon – it will be a feature
of medical practice globally; it will endure market fluctuations; and it will lead, over time, to vastly improved access to primary
care. Based on the evidence of continuing strong demand for DCA’s services, and increased consultation volumes, we still
believe this and we are working hard to ensure the Company achieves its full potential.
Nevertheless, the levels of market support and access to capital are extremely challenging. As the chart below shows, many
telehealth companies globally have lost significant market value, and regrettably DCA is one of them.
Comparable Company Performance
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Healthcare SaaS
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571
Doctor Care Anywhere Annual Report 2022 7
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To underscore these issues, it was reported recently in the Financial Times that Teladoc Health (NYSE:TDOC), a large global
telehealth company, recorded in 2022 the largest write-down in the S&P500, having impaired its goodwill by over USD$8
billion.1 This is one potent example of the market pressures evident in the sector globally. It also highlights the need for each
telehealth provider to play to its strengths. DCA has many opportunities before it, and the Board has re-emphasised the need
for disciplined deployment of capital, focused on the Company’s home market in the UK.
As the Board indicated to investors in our August 2022 Market Update, Doctor Care Anywhere was affected by three main
issues during 2022:
•
the delayed launch of the Mixed Clinical Workforce initiative, whereby Advanced Nurse Practitioners are added to the
Company’s current clinical workforce to improve our ability to meet demand;
• significant and unexpected technology platform stability and performance issues; and
• a widespread shortage of clinicians in the UK.
We also had to address some concerning leadership and cultural shortcomings during the year.
The Board and management team took immediate steps to address these challenges. The technology team worked tirelessly to
undertake extensive platform stabilisation work in the last quarter of 2022, and we are pleased that no significant outages have
occurred since October 2022 (i.e. nothing significant enough to incur service credit payment to our partners AXA PPP Healthcare
Group Limited (“AXA”)).
This improved platform stability, together with a refreshed doctor value proposition, has resulted in c. 300,000 consultations in
the second half of 2022.
With these actions, the team is now confident to proceed with the launch of the Mixed Clinical Workforce initiative in the second
quarter of 2023, which will enhance clinician availability and hence our ability to deliver continuing consultation growth.
Turning to financial performance for the year, 2022 saw the business continue to grow, with revenue of £29.8 million,
representing a 19.3% increase on 2021. Underlying gross profit and contribution margins also improved by 6.2ppt and 8.7ppt
respectively, showing progress on improving the effectiveness of our clinician supply.
1 Top global companies write-down billions as deals make way for gloom,” Financial Times, 16 January 2023.
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 8
Operating and Financial Review cont.
In December 2022, the Company entered into a £10m four-year secured and guaranteed loan agreement with AXA. The Loan
will be used by the Company for general working capital purposes in accordance with the terms of the Loan.
Reducing the Company’s operating cost base remains a major area of focus. Normalising for the one-off restructuring costs
of £1.6m incurred in 1H22, and for share-based payments in both years, non-operating costs in FY22 increased 2.4% on FY21,
to £23.5 million. However, it should be noted that 2H22 non-operating costs were £1.7 million lower than 1H22 after excluding
restructuring costs and share based payments. If the 2H22 run rate had been applied throughout the year, FY22 non-operating
costs would have been £1.1 million lower than FY21 despite the 19.3% increase in revenue. The Board and the new Chief
Executive will continue to focus on reducing operating costs throughout 2023.
Patients value the DCA service: its ease and convenience; the integration of diagnostics and secondary care pathways; the
ability to easily fill prescriptions. Our 2022 customer NPS score of 75.4, together with the fact that 70% of our 2022 consultations
were from repeat customers, demonstrates the regard in which we are held by patients.
The year ahead
We have started 2023 with positive momentum. Firstly, DCA completed over 63,000 consultations in January, with greatly
improved platform stability.
We have secured a new Chief Executive Officer, Ben Kent. Ben comes to Doctor Care Anywhere with a head-start, having been
the Chief Operating Officer and Chief Financial Officer for a period leading to, and immediately after, the Company’s IPO. He
has significant senior management and operating experience, including as the Chief Financial Officer of Simplyhealth and the
Group Director of Finance of Bupa. More recently he has been involved with a range of digital health innovators.
In January, we drew down the first tranche of the £10 million AXA loan, thereby securing our immediate cash runway.
Turning to the Board, in January we announced that, consistent with the renewed focus on the UK market, the Australia-
based non-executives would retire at the 2023 Annual General Meeting (“AGM”). Accordingly, the Board appointed John Stier
(currently Chair of the Audit and Risk Management Committee) as independent Chairman with effect from the conclusion
of the 2023 AGM. A smaller Board, fully domiciled in the UK, will facilitate closer oversight of management, and will reduce
governance overheads. We would like to thank Dr. Richard Dammery, Vanessa Wallace and Simon Calver for their extensive
efforts on behalf of the Company, particularly through 2022 when the Company needed much more direct involvement from
the non-executives and Chairman than is normal (or desirable) in a public company. Thanks to this direct involvement, the
Company can enter 2023 with improved confidence and stability.
Finally, we would like to thank the wider team at DCA for their loyalty, patience and resilience through a difficult period.
Dr. Richard Dammery
Chairman
Ben Kent
Interim Chief Executive Officer
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571
Doctor Care Anywhere Annual Report 2022 9
Section 172 Statement
The Company is dual regulated under both UK Companies law and the Australian Stock Exchange listing rules. Section 172 of
the Companies Act 2006 (UK) requires that directors of a Company act in good faith to promote the success of the Company
for all stakeholders. The directors consider that, during FY22, and having regard to the matters set out in s.172(1)(a)-(f) of the
Companies Act 2006, they acted in good faith and undertook actions that would be most likely to promote the success of the
Company for the benefit of its members as a whole, having regard to the interests of all stakeholders, including employees,
customers, suppliers, and the wider community.
Through an open and transparent dialogue with our key stakeholders, the directors have been able to develop a clear
understanding of their needs, assess their perspectives and monitor their impact on the Company’s strategic ambition and
culture. As part of the Board’s decision-making process, the Board and its Committees consider the potential impact of
decisions on relevant stakeholders while also having regard to a number of broader factors, including the impact of the
Company’s operations on the community and environment, responsible business practices and the likely consequences of
decisions in the long term.
The Company notes that it is also listed on the Australian Stock Exchange, and as such must comply with the ASX Listing Rules
and the Corporate Governance Principles and Recommendations, designed to ensure high quality corporate governance by
Australian listed entities.
This statement sets out the matters considered under each subsection of s.172(1) (a)-(f).
A. The likely consequences of any decision in the long term
The primary focus of the directors in FY22 was on ensuring the survival of the company, given a range of operational
and funding challenges. The directors have taken decisions in a number of key areas, including: raising capital (via a loan
agreement from AXA PPP Healthcare) to provide the business with a cash runway and secure its future; making changes to
the executive leadership team in response to a range of issues; and reducing operating costs in a drive to achieve profitability
and sustainability. The Board carefully assessed the likely consequences of each decision in the long term, and took into
consideration the strategy, purpose, values and desired culture of the Company. During the year, the directors made
decisions based on board papers, presentations from the executive management team, information documents, discussions
with external advisors and reports from independent advisers. Following certain changes to leadership during the year, the
non-executive directors stepped in to stabilise the Company and ensure its survival.
B. The interests of the company’s employees
Throughout FY22 the directors have sought to consult widely with the Company’s employees about a range of matters
including decisions about the Company’s operations, funding, leadership and culture. The Company encourages its employees
to feed back their views through employee surveys, the results of which are analysed and, where possible, changes are
implemented.
The directors have also focused on improving the current clinician value proposition.
The directors have taken steps to refresh the Company’s culture to ensure greater transparency, trust and accountability.
The directors consider that this will ensure a better working environment for employees. Monthly ‘Townhall’ meetings were
reinstated to provide updates on changes within the Company and company performance.
In addition to the above initiatives, a zero alcohol at work policy has been implemented to foster the health and well-being
of our employees.
C. The need to foster the company’s business relationships with suppliers, customers and others
The directors oversee the Company’s strategy and operations to develop and maintain mutually beneficial business
relationships with all our partners, suppliers, government agencies and other stakeholders.
The directors continue to make efforts to ensure an effective and mutually beneficial relationship with AXA PPP Healthcare Group
Limited, the Company’s primary partner. Opportunities to improve the partnership and ensure shared benefits from the service
agreement are discussed in regular interactions among executives, and at Joint Venture Board meetings. The Company does the
same with other clients such as Nuffield Health in order to ensure that both parties benefit from the relationship.
The directors ensure our suppliers are paid in a timely manner.
The directors have assessed and implemented initiatives to improve the availability of clinicians on the platform so that our
customers have timely access to appointments. Feedback is requested from service users and assessed to determine ways in
which the service can be improved.
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 10
D. The impact of the Company’s operations on the community and the environment
The directors regularly consider the impact their decisions will have on the community. The Company provides an innovative
primary and secondary healthcare service using technology, principally seeking to provide easy access to healthcare services
in both the UK and Australia (where the Company has operations), where timely access can be challenging.
The directors also consider environmental impacts, noting that, given the service is principally provided via a telehealth
platform, the environmental impact is low.
The directors have sought to improve the clinician value proposition in order to attract more clinicians to serve patients. They
have also decided to create a Mixed Clinical Workforce by employing Advanced Nurse Practitioners. This will help address the
supply issues currently facing the business and allow it to continue to grow.
E. The desirability of the company maintaining a reputation for high standards of business conduct
At all times the directors seek to ensure that the Company, through the Board’s oversight, adheres to high standards of corporate
governance. The Company continues to comply with the ASX’s Corporate Governance Principles and Recommendations, the
primary mechanism for Australian listed companies to demonstrate high standards of corporate governance. The Company
also maintains a Code of Conduct and Board Charter.
During the year, the directors received several separate protected whistle blower disclosures relating to alleged misconduct
and failures of leadership and culture. These were thoroughly investigated by two independent advisers, legal and financial,
reporting directly to the independent Chair of the Remuneration and Nominations Committee. The Board also received a
report on the matters of concern, with findings and recommendations. As a result, decisive action was taken and a number of
changes were made. All material recommendations from the reports have been, or will be, implemented. The Company has
put in place an externally managed whistle blower hotline service. The actions taken by the Board ensured that the reputation
of the Company was protected as well as the interests of all stakeholders, including employees and shareholders.
F. The need to act fairly between members of the Company
The Board ensures that all shareholders/Chess Depository Instrument holders have the opportunity to express their concerns
to the Board throughout the year by having access to the Chairman, and through investor briefings. The Company also complies
with Australian continuous disclosure obligations, thereby ensuring that all shareholders/Chess Depository Instrument
holders have access to the same information about material matters at the same time. The AGM allows an opportunity for
shareholders to ask questions and to discuss issues in more depth with the Board of Directors.
Directors who hold shares in the company routinely declare their conflicts in substantive transactions that affect the company.
Where a conflict is present, the director in question does not participate in deliberations.
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 11
Operating and Financial Review
Operational Performance
Activated Lives reached 868,900 at 31 December 2022, representing a net increase of 193,900 (28.7%) above 31 December 2021.
There is further growth potential in activated lives given the Company’s existing base of 2.5 million Eligible Lives, with further
activations expected across FY23 as the Company continues to penetrate AXA’s customer base.
Consultation volumes grew significantly in FY22, totalling 614,200 for the period, an increase of 174,200 (39.6%) over FY21. The
key drivers of this consultation growth were:
• The acquisition of new patients, with 186,000 patients having their first consultation during the period; and
• Increased uptake of the Company’s secondary care pathway (referral for diagnostic tests and specialist review of results)
with 31,200 patients completing the pathway during FY22, up 82% from 17,100 in FY 21.
Consultation growth was also supported by the Company’s strong repeat user rate, with 428,000 consultations delivered
to returning patients in FY22, representing 70% of total consultations. Growth in the Company’s repeat user rate validates
the investment made in acquiring new patients during the year, with these new patients expected to continue to utilise the
Company’s services in FY23 and beyond, building the operational scale which will underpin a profitable future.
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 12
Financial Performance
Summary
£ in millions
FY22
FY21 Variance
%
1H 22
2H 22 Variance
%
Utilisation revenue
Subscription revenue
Other revenue
Revenue
Cost of sales
Gross profit
27.6
2.2
0.0
21.0
1.9
2.0
6.6
0.3
31.3%
13.6%
(2.0)
(99.7%)
13.3
1.1
0.0
13.3
1.1
0.0
(0.9)
(6.4%)
(0.1)
0.0
(5.7%)
2.0%
29.8
25.0
4.8
19.3%
15.4
14.4
(1.0)
(6.4%)
(17.0)
(14.6)
(2.4)
(16.7%)
12.8
10.4
24
23.1%
(8.9)
6.5
(8.1)
6.3
0.7
8.0%
(0.3)
(4.2%)
Gross profit margin
42.9%
41.6%
Underlying gross profit margin
42 9%
36.7%
1.3%
6.2%
42.5%
43.4%
42.5%
43.4%
1.0%
1.0%
Operating costs
Contribution
(6.3)
6.5
(5.4)
5.0
(0.9)
(16.5%)
1.5
30.2%
(3.1)
3.4
(3.2)
3.1
(0.1)
(2.4%)
(0.4)
(10.3%)
Contribution margin
21.8%
20.0%
Underlying contribution margin
21.8%
13.1%
1.8%
8.7%
22.2%
21.3%
(0.9%)
22.2%
21.3%
(0.9%)
Sales and marketing
Research and development
(1.9)
(7.4)
(3.4)
(4.8)
1.5
45.2%
(2.5)
(52 1%)
General and administration
(16.6)
(15.4)
(1.2)
(7.8%)
Other operating income
Share based payment
0.6
1.2
0.6
(1.0)
Non operating costs
(24.0)
(24.0)
0.0
2.2
0.0
4.2%
217.9%
0.1%
(14.4)
(9.6)
Share of JV net loss
(0.1)
(0.1)
(0.1)
(92.8%)
0.2
EBITDA
(17.6)
(19.1)
15
7.7%
(10.8)
Depreciation and amortisation
Impairment of goodwill
(2.1)
(2.5)
(1.3)
–
(0.8)
(60.8%)
(0.9)
(2.5)
–
–
(0.3)
(6.8)
(1.2)
(2.5)
(1.3)
(4.3)
(8.9)
0.3
(0.2)
(0.5)
(3.1)
(7.7)
03
1.4
0.8
60.5%
1.2
1.3
0.0
1.6
48
27.1%
14.1%
2.5%
845.5%
33.2%
(0.5)
(291.93)
40
36.7%
(0.3)
(28.0%)
(2.5)
–
EBIT
(22.2)
(20.4)
(1.8)
(8.9%)
(11.7)
(10.5)
1.2
10.3%
Finance income/(expense)
(0.1)
(0.1)
0.1
46.18
(0.0)
(0.1)
(0.0)
(357.5%)
Loss before tax
(22.3)
(20.5)
(1.7)
(8.5%)
(11.7)
(10.6)
Tax
0.3
0.3
(0.0)
(12.6%)
0.1
0.1
Loss after tax
(22.0)
(20.2)
(1.8)
(8.8%)
(11.6)
(10.4)
1.2
0.0
1.2
9.9%
26.4%
10.3%
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 13
Revenue for FY22 was £29.8 million, up 19.3% on FY21 and within the guidance range provided to the market in August 2022.
The main driver of revenue growth was the increase in GP consultations between the two periods. Revenue in 2H22 declined
by 6.4% over 1H22, however, due to platform stability issues impacting the number of GP appointments available. This has
been a considerable area of focus in 2H22 in which we returned our platform stability to historical levels. This will support
continued growth in patient consultations as we work through 2023.
Gross profit for FY22 was £12.8 million, up 23.1% on FY21. Underlying gross profit margin for FY22 was 42.9%, up 6.2ppt on
FY21. The improvement in the gross profit margin is driven by a reduction in the amount of incentives paid per consultation
in FY22 vs FY21 and an improvement in the utilisation of GPs in FY22. This improvement in gross profit margin is expected to
accelerate in FY23 with the roll-out of the Company’s Mixed Clinical Workforce proposition.
Contribution for FY22 was £6.5 million, up 30.2% on FY21. Underlying contribution margin for FY 2022 was 21.8%, up 8.7ppt on
FY21. This increase in underlying contribution margin was attributable to the improvement in gross profit margin referenced
above. Operating costs per consultation decreased by 16.6% in FY22 as the Company realised the benefits of economies of scale.
Normalising for the one-off restructuring costs of £1.6m incurred in 1H22, and for share based payments in both years,
non-operating costs in FY22 increased 2.4% on FY21, to £23.5 million. However it should be noted that 2H22 non-operating
costs were £1.7m lower than 1H22 after excluding restructuring costs and share based payments. This was driven by work
undertaken in 2022 to reduce the business’ ongoing cost base. If the 2H22 run rate had been applied throughout the year, FY22
non-operating costs would have been £1.1m lower than FY21 despite the 19.3% increase in revenue.
The only area of the Company which grew non-operating costs in 2022 was technology costs due to investment in the
Company’s technology platform to improve stability and work towards the launch of our new operating model with a mixed
clinical workforce.
Adjusting for restructuring costs and share based payments, underlying EBITDA loss in FY22 was £17.2m1, a reduction of £2.9m
year on year. This was driven by revenue growth and a focus on productivity in the business.
In addition to the above, there was an impairment of goodwill in the year totalling £2.5m relating to the acquisition of GP2U
in 2021. Following a review of management’s best estimates of the future performance of GP2U, it was decided to write
down the value of this goodwill. These revised estimates are a result of the Board’s decision to focus investment primarily
on the UK business. Further details are set out in Note 3 of the Appendix 4E. GP2U Is now regarded by the Company as a
non-core asset.
Outlook
In 2023, we will focus on resetting the Company’s workplace culture, improving operating efficiency, and managing cash
tightly. We expect to draw down tranches 2 and 3 of the AXA Loan facility (totalling £5m). We will progress towards becoming
EBITDA positive and cash generative, through a combination of the change in operating model, growth in consultation
numbers, and optimising operating and non-operating costs.
1
£m
EBITDA loss
Less 2021 other revenue
Less 2022 restructuring costs
Less Share based payments
Underlying EBITDA loss
2022
(17.6)
-
1.6
(1.2)
(17.2)
2021
(19.1)
(2.0)
-
1.0
(20.1)
Variance
1.5
2.0
1.6
(2.2)
2.9
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Operating and Financial Review cont.
Key Risks
TOPIC
SUMMARY
Concentration
of revenue
The relationship with AXA PPP healthcare Group Limited (AXA) accounted for approximately 90.9%
of the Company’s total revenue in FY2022 and 91.2% of activated lives in the year. The Company is
party to several agreements with AXA which govern most material aspects of the relationship. These
include the terms on which clinical services (including diagnostics) are provided, which technology
is developed, and include a contractual mechanism for determining annual price increases to reflect
medical inflation. AXA’s right to trigger a call option related to the joint venture, or a decrease in
forecast or actual revenue from AXA for any reason, could each have a material adverse effect on the
Company’s revenue and profitability.
Acquisitions,
expansion, or
growth initiatives
The AXA Joint Venture Agreement includes exclusivity restrictions which may prevent the Company
from developing future products or markets resulting in potentially slower business growth and
unfulfilled market expectations.
Requirements for
additional funding
Additional funding may be required to meet objectives if costs exceed the expectations of the Company
or further opportunities arise for capital expenditure. Should such an event occur, the Company may
need to raise additional funds via equity financing or debt financing. There can be no assurance that
additional financing will be available when needed, on terms appropriate to the Company or that do
not involve substantial dilution to securityholders.
Failure to deliver
the Mixed Clinical
Workforce
Mixed Clinical Workforce (“MCW”) refers to the addition of Advanced Nurse Practitioners (“ANPs”) to
the Company’s current clinical workforce. The programme of work is currently in development with
implementation expected in Q2 2023. Failure to deliver this programme successfully or on time would
impact financial performance for the remainder of 2023 and beyond and reduce capacity to deliver
growing numbers of consultations.
Potential litigation
and regulatory
fines
The Company’s operations are governed by laws and regulations, including laws governing data
protection and the care and treatment of patients. There is a risk that the Company fails to comply with
these legal and regulatory requirements, and may be subject to statutory action, loss of registration
by regulators, fines, litigation, and compensation claims from patients as well as customers. The cost
of settling claims or paying any fines, diversion of resources, operational impacts, and reputational
damage, could materially affect the Company’s operating and financial performance.
Risk of non-
compliance with
Care Quality
Commission (CQC)
regulation
There is the potential for a failure of clinical governance and oversight leading to a deterioration in the
delivery of high quality and safe patient services. The risk of breach or non-compliance with regulatory
requirements could impact the Company’s CQC registration and cause patient dissatisfaction. In
addition, a material non-compliance by the Company resulting in an “Inadequate” rating in a CQC
inspection would constitute an event of default under the AXA agreements, which would give AXA
the immediate right to terminate all its agreements.
Competitor risk
The Company has no influence or control over the activities or actions of its competitors, including
existing virtual GP providers and new entrants, whose activities or actions may impact the Company’s
operations and financial performance: for example, the availability and development of new
technologies such as Artificial Intelligence (AI) which are more innovative and cost effective than
those products that are developed by the Company.
This may create downward pricing pressures as competitors develop and expand their offerings in the
market, which could adversely impact the Company’s ability to retain existing customers/partners or
to attract new customers or partners.
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TOPIC
SUMMARY
Data protection
and cyber security
risks
There is a risk that the measures the Company takes to protect confidential, personal identifiable,
proprietary and commercially sensitive information are insufficient to prevent security breaches
caused by technology failures or cyber-attacks (including malware, ransomware, phishing and
denial of service (DDoS) attacks and many others), resulting in damage to infrastructure, data loss,
unauthorised access or disclosure of information and data as well as an inability for the Company to
deliver contractual service levels and obligations.
Risk of Platform
Stability
Reliance on
key supplier
relationships
In 2022 the Company experienced platform performance issues, including instability and some
outages as a result of legacy technology and inadequate controls over deployment of new technology.
This follows the rapid growth of consultation volumes in 2021 and into 2022 together with the
development of new features to enhance the service offering for clinicians, AXA, and other customers.
These performance issues have also caused delays to key programmes of work and to key process
improvements, resulting in manual work arounds.
There is a risk of further platform performance issues. If these were to arise, the potential impacts
include financial penalties due to AXA contractual breaches, poor service delivery for patients, inability
to launch new services and products, and reputational and brand damage.
The Company’s business is dependent on maintaining relationships with key third-party suppliers,
information technology suppliers, and software and infrastructure providers. In segments of the
healthcare technology market where there is a limited number of suppliers and barriers to entry
are high or switching costs are high, suppliers may be able to exercise significant market power and
dictate contract terms. The Company’s arrangements with such suppliers may be governed by short-
term service agreements (one year or less) which are entered into on the supplier’s standard terms
and conditions. If the Company needs to replace its suppliers, there is a risk that it may be unable to
find alternative sources of technology or systems, on commercially reasonable terms or at all, or on a
timely basis.
GP and Clinician
Shortage
As has been reported extensively in the UK media there is a severe shortage of GPs in the UK and
a crisis in primary care. Competition for clinicians is high, with consistently growing demand and
decreasing capacity. The Company, like all healthcare providers, faces significant challenges recruiting
and retaining a high-quality clinical workforce and encouraging the desired behaviours to meet its
strategic goals in a crowded and competitive market.
Investment in
CDIs and Foreign
Exchange (FX) risk
The Company CDIs are listed on the ASX and priced in Australian dollars; however, the Company’s
reporting currency is pound sterling. As a result, movements in foreign exchange rates may cause
the price of the CDIs to fluctuate for reasons unrelated to the Company’s financial condition or
performance and may affect investors’ assessment of the attractiveness of an investment with the
Company, impacting the market price and demand.
Changes in
taxation laws,
accounting
Changes in tax law or financial reporting standards or the way these laws are interpreted may impact
the level of tax that the Company is required to pay or collect, securityholder returns, the level of
dividend imputation or franking or the tax treatment of a securityholder’s investment.
standards and their
interpretation
Tax authorities may review the tax treatment of transactions entered into by the Company and any
actual or alleged failure to comply with, or change in the application or interpretation of, tax rules
applied in respect of such transactions, may increase the Company’s tax liabilities, or expose it to legal,
regulatory, or other actions.
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Clinical Risk and Governance Review
Introduction
DCA, as provider of primary online care services in England, is regulated by the Care Quality Commission (CQC). The Company
delivers a regulated activity by online means. This involves transmitting information by text, sound, images, or other digital
forms to deliver care and treatment to patients. The Company is regulated to provide the following services:
• treatment of disease, disorder, or injury
• transport services, triage and medical advice provided remotely.
• diagnostic and screening procedures.
In September 2019, the CQC inspected the Company and rated the regulated services and the organisation ‘Good’ across all
five CQC standards/domains. No non-conformities were identified in any of the fundamental standards inspected and the
Company is currently awaiting a routine re-inspection.
The Chief Risk Officer (CRO) has responsibility for healthcare regulatory compliance and overall clinical risk and governance.
The CRO works with the Chief Medical Officer (CMO) and is accountable for the Company’s approach to clinical risk and
governance. In 2022 certain structures and processes were redesigned to optimise regulatory compliance and quality.
Governance
Corporate Responsibility and Accountability for Clinical Governance & Risk
The Board has overall responsibility for the activity, integrity and strategy of the business and has a statutory duty to ensure high
standards of clinical risk and governance. The Chief Executive Officer (CEO) has overall accountability for clinical governance
and risk, delegating the executive responsibility to the CRO who is responsible for reporting to the Board on the clinical
governance and risk agenda and ensuring any supporting strategy documents are implemented and evaluated effectively.
Clinical Risk & Governance Committee Structures
In 2H 2022 the CRO and CMO established specialist clinical governance committees under the leadership of the Company’s
Clinical Governance Committee, reporting into the Board. The clinical committees established were those that were linked
to the top clinical risks. Having dedicated committees to manage top clinical risks such as medicines management and
safeguarding allows the senior leadership team to closely manage, monitor and ensure risks are being effectively controlled.
The full list of clinical subcommittees reporting upwards to the Clinical Governance Committee include::
• Medicines Management Committee
• Safeguarding Committee
• CQC Working Group
• Diagnostics Review Group
• Assurance Conduct & Performance Committee
The additional non-clinical committees established were:
• Operational Risk Committee
• Document Management Committee
• Business Continuity Management Committee
Each committee must adhere to its Charter and a standard agenda with items covered such as regulatory and non-regulatory
compliance, risk (including incidents and complaints), quality, assurance and audit, policies, and document management.
Each committee’s effectiveness will be tested on an annual basis by the Governance, Risk & Compliance (GRC) team with
reporting upwards to the Audit & Risk Management Committee (ARMC) and Board. Each committee has its own risk register
which is reviewed during the committee’s meeting. This process is underpinned by the Risk Management Framework and
Policy.
To ensure an integrated clinical and non-clinical approach to governance and risk management there are representatives
from clinical and non-clinical teams sitting in both clinical and non-clinical governance and risk committees. This integrated
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approach to governance and risk is made easier with the clinical governance team being part of the GRC team led by the CRO.
The Board has demonstrated its commitment to ensuring the Company delivers effective clinical governance by ensuring
that a non-executive director is a member of the Clinical Governance Committee. This ensures that the Board receives direct
reporting on the standards of clinical risk and governance delivered in the Company.
Outcomes of the Risk Review
As part of reviewing the Company’s current state of clinical governance and risk the following key areas were prioritised in 2022:
• Clinical governance committee structures and responsibilities.
• Continuous improvement through learning lessons from incidents, risks, audit outcomes and complaints.
• Ensure the Company’s IT health products delivered safe care.
• Ensure continued compliance with the CQC requirements driving improvements in the quality of patient care.
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Clinical Risk and Governance Review cont.
Risk Management
Management of Incidents & Complaints
In 1H 2022 the Company digitised the incident and complaint reporting and management process by implementing a tool
which is accessible by all staff. The system went live at the end of Q3 2022. The Company has seen increased incident
reporting since the launch of the system in Q4 2022 with reporting up by 55.5%. This increase in reporting has been driven by
incident reporting and management training delivered to all staff. The learnings from incidents and complaints are provided
back to teams to generate awareness and insight into what went wrong and the measures that have been implemented to
ensure the incident or complaint does not reoccur.
Incident and complaint data is reported on a quarterly basis up through the relevant clinical governance and risk committees
and onwards to ARMC and the Board. With the introduction of the digital reporting system, dashboards can be provided
with breakdown on incident and complaint categories and sub-categories as well as the contributing factors which lead to
the event occurring. This granular data allows for targeted quality improvement initiatives which will be driven through the
Quality Improvement Forum established in Q1 2023.
Clinical Safety – Clinical Risk Management System (CRMS)
Manufacturers of health IT systems who intend to manufacture and deploy products in England are required to comply with
Safety Standard DCB 0129 (Ref.1). Organisations who implement health IT systems are required to comply with DCB 0160.
As the Company is both the manufacturer of the target product and a healthcare delivery organisation implementing the
product, the Company intends to comply with both DCB 0129 and DCB 0160 standards:
• DCB0129: Clinical Risk Management: Its Application in the Manufacture of Health IT Systems
• DCB0160: Clinical Risk Management: Its Application in the Deployment and Use of Health IT Systems
The Clinical Safety Officer (CSO), who is responsible for the Company’s compliance with both DCB standards, sits within the
Governance, Risk & Compliance (GRC) team reporting to the CRO, and works closely with the CMO, the clinical team and the
product and technology teams.
The Company’s Clinical Risk Management System (CRMS) provides a framework that underpins the safe development,
maintenance, and deployment of the health IT system under consideration, to identify hazards, to estimate and evaluate
associated risks to users, and to control those risks within the context of the products’ intended use and foreseeable misuse,
in both normal and fault conditions.
The CRMS process supports the Company’s adherence to best safety standards for the manufacture and deployment of the
health IT system and helps to ensure that potential sources of patient hazards are identified and the clinical risk of patient
harm is controlled or prevented appropriately.
All proposed product development is subject to clinical risk analysis conducted by the CSO, and the implementation of controls
to mitigate potential risk. Only when clinical risk associated with modifications to the platform is sufficiently mitigated, will
a modification be released into live service. The process also sets out post-release monitoring methods and clinical incident
management processes, in line with DCB 0129.
Throughout 2022 the Company progressed at delivering against the above focus areas by implementing:
1.
A redesigned clinical governance team and committee structure;
2. A robust electronic incident and complaint management system to drive reporting across all areas of the business;
3.
Enhanced risk management systems and processes to ensure there is a coordinated approach to the management of
clinical risk;
4. A clinical risk management system and framework to ensure compliance against the Data Coordination Board (DCB)
standards; and
5.
Ensured CQC regulatory compliance was a key area of focus for all operational teams.
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CQC Compliance
Maintaining compliance with CQC requirements is a key priority for the Company. The Company refocused regulatory
compliance utilising the newly established governance structures to drive continued compliance and improvement.
Adherence to CQC standards and regulations is monitored and assured through second line reviews, testing compliance
against each domain requirement and monitoring of key performance and risk indicators. Together with oversight from the
Clinical Governance Committee, the CQC Working Group continuously ensures there are effective governance structures in
place, including assurance and auditing systems and processes, which allow for assessment and monitoring. This allows
the Company to drive improvement in the quality and safety of the services provided, including the quality of experience for
patients using the service. A key component of this work has been to ensure the Company assesses, monitors, and mitigates
any risks relating to patients using the service. As outlined previously this is facilitated through the workings of the various
clinical governance committees.
CQC compliance is led by the Head of Quality & Clinical Governance and the Clinical Governance Team under the direction of
the CRO with input from the CMO. The Company has in place a quality improvement plan which tracks any identified areas of
improvement to CQC requirements.
What we want to achieve in 2023
The Company wants to ensure that patients can rely on consistently high-quality care and experience when they use our
products and services. By developing transparent and rigorous clinical risk and governance review and assurance processes,
the business will be provided with the data it requires to continuously make improvements.
This aim is underpinned by the Company’s strategic objectives and goals with the principal aim of maintaining a robust
framework for clinical governance and risk with goals that consider organisational context and strive for continuous
improvement across all areas. Work will continue throughout 2023 on embedding the achievements of 2022 and further
developing the clinical risk and governance framework across the organisation.
The 2023 Company’s strategic objectives and goals are focused on these five pillars which the clinical risk and governance
agenda will align to:
• Patient Centricity - To deliver a safe and well led clinical service that continuously demonstrate its effectiveness and
improvements based on feedback of the patients’ needs and wants.
• Compliance - To continue to meet contractual, legislative, and regulatory obligations.
• Growth & Maturity - To enhance and develop our people, systems, and processes to ensure effectiveness and resilience
for our increased consultations.
• Sustainability - To become financially viable though transforming our clinical operating model whilst stabilising and
optimising the current platform infrastructure.
• People & Culture - To make DCA an employer of choice by enabling and attracting high performing talent, built on DCA
values, that offers the best-in-class colleague value proposition.
This Strategic Report has been approved by the Board of Directors and was signed on its behalf by:
Dr. Richard Dammery
Chairman
05 March 2023
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Director’s Report
The Directors present their Report, together with the Financial Statements, on the Group (referred to hereafter as ‘the Group’)
consisting of Doctor Care Anywhere PLC (‘the Company’ or ‘parent’) and the entities it controlled at the end of, or during, the
year ended 31 December 2022.
Division of Responsibilities
The Chair
The Chief
Executive
Role of the
Non-Executive
Directors
The Chair leads the Board, ensuring that there are constructive communications between Board
members and that all Directors are able to play a full part in the Board’s activities. The Chair sets Board
agendas and ensures that Board meetings are effective and that all Directors receive accurate, timely and
clear information. The Chair communicates with shareholders effectively and ensures that the Board
understands the views of major investors. The Chair also provides advice and support to the Executive
and Non-Executive Board members. The Chair continues to meet the independence criteria set out in
recommendation 2.5 of the ASX Corporate Governance Principles and Recommendations.
The Chief Executive provides leadership to the senior leadership team in the day-to-day management
of the Company, with an emphasis on long-term goals, growth, profit, and return on investment. He is
instrumental in formulating and implementing the Company’s strategy. He is the main point of contact
between the senior leadership team and the Board and facilitates effective communication and flow of
information with the Non-Executive Directors.
The Non-Executive Directors have extensive experience from a wide range of sectors. Their role is
to understand the Company in its entirety, to constructively challenge strategy and management
performance, set executive remuneration and ensure appropriate succession planning is in place. The
Non-Executive Directors must also ensure they are satisfied with the accuracy of financial information
and that effective risk management and internal control processes are in place. Five of the six Non-
Executive Directors are considered independent.
Delegation of Responsibilities
The Board has two sub-committees, namely the Audit and Risk Management Committee and the Remuneration and
Nominations Committee. The Committees are governed by their Charters, which provide details of matters delegated to them.
The Charters are available on the Company’s website at Corporate Governance & Policies | Doctor Care Anywhere | Doctor Care
Anywhere and are reviewed annually to ensure they remain fit for purpose. The roles of the Chairman, Chief Executive and
Senior Independent Director are clearly defined and set out in writing.
The following persons were Directors of the Company during the year ended 31 December 2022. All Directors held their
position as a Director throughout the entire year and up to the date of this report unless otherwise stated.
• Romana Abdin
Independent Non-Executive Director
• Jonathan Baines (To 19 April 2022)
Executive Chairman
• Simon John Calver
Independent Non-Executive Director
• Dr. Richard Dammery
Independent Non-Executive Director;
Chairman (from 19 April 2022)
• David Jeremy Ravech
Non-Executive Director
• John Stier (from 04 May 2022)
Independent Non-Executive Director
• Dr. Bayju Thakar (To 23 August 2022)
Executive Director and Chief Executive Officer
• Vanessa Wallace
Independent Non-Executive Director
In addition, the following Officers held roles during the
relevant reporting period:
• Dan Curran (To 07 November 2022)
Chief Financial Officer and Company Secretary
• Bianca Foster (From 15 September 2022)
Company Secretary
• Ben Kent (From 13 February 2023)
Interim Chief Executive Officer
• Mark Taylor (From 12 September 2022
to 09 January 2023)
Interim Chief Executive Officer
• James Warren (From 01 September 2022)
Acting Chief Financial Officer
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The biographies of our current Board of Directors are as follows:
Romana Abdin
Independent
Non-Executive
Director
Romana was appointed as an Independent Non-Executive Director of DCA in September 2020 and
was appointed Chair of the Remuneration and Nomination Committee in July 2021. Romana is the
Chair of Healthcode, the specialist in online services for the independent healthcare sector.
Romana served as the CEO of Simplyhealth Group for eight years before stepping down in 2021,
transforming the business from a sole focus in healthcare funding towards a diversified health and
wellbeing business.
During her time as CEO, Romana led the restructuring and investment in digital capability to meet the
demands of today’s customers, employers and healthcare practitioners, developing new propositions,
establishing new relationships, developing people capabilities and a leadership team which has
shifted the culture from risk averse and analogue to more customer-centric, agile and highly engaged.
Romana has a strong industry profile in the UK and has gained extensive commercial, board,
governance and regulatory experience in previous roles at Simplyhealth, Lloyds Banking Group and
Bradford & Bingley Building Society.
Romana started her career as a Barrister in London specialising in corporate and commercial law
and went on to hold several corporate affairs and legal roles, principally in the financial services and
entertainment sectors.
Romana holds degrees in Law and is a Barrister at Law.
Simon John
Calver
Independent Non-
Executive Director
Between January 2019 and June 2020, Simon was nominee director on the Board for BGF Nominees
Ltd, a shareholder in Doctor Care Anywhere. Following his resignation from BGF Nominees Limited
he has been retained as a Non-Executive Director of the Board owing to his significant experience
leading fast-growing technology businesses.
Simon is an experienced non-executive board director, investor in technology, chief executive and
entrepreneur. He is a Fellow of the Institute of Directors (UK). Simon has won recognition for his
work at LOVEFiLM and with entrepreneurs through the UK. As well as E&Y’s Entrepreneur of the Year,
he won the Sunday Times Buyout Track for PE backed businesses and the Confederation of British
Industries (CBI) Growth Company of the Year.
Previous roles include being Chair of technology start-up companies Moo Print Ltd and Chemist Direct
Limited, recipe box subscription company Gousto Ltd, Firefly Learning Ltd and UK Business Angels
Association, Non-Executive Director of Global App Testing and Datalex PLC, and CEO of Mothercare
PLC and LOVEFILM International until its sale to Amazon in 2011. In 2015, Simon set up BGF Ventures,
a £200 million venture fund and substantial shareholder of Doctor Care Anywhere.
Prior to this, Simon worked for large blue-chip companies such as Unilever, Pepsi and Dell.
Simon speaks regularly on corporate change, leadership and disruptive business models.
Simon holds a Bachelor of Science in Computational Science from the University of Hull.
Dr. Richard
Dammery
Chairman
Richard was appointed as an Independent Non-Executive Director of Doctor Care Anywhere in
September 2020 and became Chairman in April 2022. He has extensive board and governance
experience, having served on and advised a range of boards over the past 25 years.
He currently serves on the boards of Aussie Broadband Limited (ASX:ABB), Australia Post, Nexus Day
Hospitals Group and WiseTech Global Ltd (ASX: WTC). He is also the Chairman of Creative Partnerships
Australia, the Australian Government’s primary body encouraging and facilitating private sector and
philanthropic investment in the arts.
His previous directorships include leading data analytics group, Quantium Group, and Australian
Leisure and Hospitality Group (now part of ASX-listed Endeavour Group).
Richard has held a range of senior leadership roles in major Australian companies, and was a corporate
partner with leading law firm Minter Ellison. He holds a BA (Hons) and LLB from Monash University,
an MBA from the University of Melbourne, a PhD from the University of Cambridge, and is a Fellow of
the Australian Institute of Company Directors. He is also an Adjunct Professor at Monash University
Business School in Melbourne.
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Director’s Report cont.
David Ravech
Non-Executive
Director
John Stier
Independent
Non-Executive
Director
David is a co-founder of Doctor Care Anywhere and served as Chairman of the Company until
November 2018.
For more than 20 years, David has led and invested in disruptive technology companies. Prior to
his involvement with DCA, David was the founder and CEO of Overland Health (now part of Slater
and Gordon Solutions), a technology-driven provider of rehabilitation services. He also founded and
was later Co-CEO of Global Freight Exchange which provided the world’s leading airlines and freight
forwarders with the first online price and availability comparison engine and transaction system for
airfreight (with the company being sold in 2007 to Descartes (Nasdaq: DSGX), a provider of cloud-
based logistics and supply chain management solutions).
David initially qualified as a barrister and solicitor with Arthur Robinson & Hedderwicks (now Allens)
working in the Securities, Mergers and Acquisitions group. He then spent six years as a strategy
management consultant at McKinsey, based in the Melbourne and London offices. He has worked in
Australia, the UK, Japan, Israel and several European countries, primarily serving clients in the retail,
brewing, telecoms and banking sectors with a focus on mergers and acquisitions, competition law
approvals and pricing strategy.
David holds an LL.M from Harvard Law School and an LLB (First Class Honours) and B.A. (Economics)
from the University of Melbourne.
John was appointed to the Board in May 2022 and is currently the Chair of the Audit and Risk
Management Committee. John brings substantial experience in change management, M&A, scaling
businesses plus substantial financial expertise gained in services-based industries.
John built an executive career as a financial professional, becoming Group CFO of two technology
enabled services businesses Northgate Information Solutions Plc and Equiniti Plc. Northgate provides
technology and outsourced solutions to the UK Government and global HR market, Equiniti is an
international share registrar. John worked with these businesses for over twenty years, helping to
build them both into FTSE 250 constituents on the London Stock exchange.
John retired from executive work at the end of 2021 and is currently also the Chair of Audit and Risk at
Redburn, a London based stockbroker where he is also the Senior Independent Director.
John holds a first-class degree in Finance and is a Fellow of the Institute of Chartered Accountants in
England and Wales.
Vanessa Wallace
Independent
Non-Executive
Director
Vanessa was appointed as a Non-Executive Director of Doctor Care Anywhere on 16 September
2020. She is an experienced board director, strategy management consultant, investor and founder
in innovative, early-stage health companies. This includes being Chair of Drop Bio Pty Ltd, Chair of
Ecofibre Ltd, Managing Director of Miscamble Forrest Pty Ltd, Non-Executive Director of Wesfarmers
Ltd, SEEK Ltd, Palladium Global Holdings Inc and Doctor Care Anywhere PLC.
Vanessa spent more than 25 years at Booz & Company as a Senior Partner and Executive Chairman in
Japan, and a Director of several Asian entities of the business. She led the Financial Services Practice
in global markets and the strategy practice in Australia.
In the health care sector, Vanessa spent years as a consultant supporting providers across Australia
and has been an investor in disruptive, innovative health care businesses for the past 15 years. More
recently, Vanessa has worked with global life and health insurers and early-stage ventures building
data analytic capabilities and integrating biotechnology and data to define new health care solutions.
Vanessa holds the following qualifications: Bachelor of Commerce (UNSW), MBA (IMD Switzerland),
MIT Sloan School of Management and Executive Certificate in Strategy & Innovation. She is also
currently undertaking the MIT Engineering School’s Professional Certificate Program in Machine
Learning & Artificial Intelligence. Vanessa is a Member of the UNSW Business School Advisory Council
and was for many years a member of the Australian Chamber Orchestra Chairman’s Council.
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 23 Doctor Care Anywhere Annual Report 2022
The biographies of our Board Officers are as follows:
Ben Kent
Interim CEO
Ben was appointed as the interim CEO of DCA in February 2023 following the departure of Mark Taylor
due to ill health.
Ben has worked in the health sector in the UK and internationally, for the past 18 years. He has served
as Group Director of Finance for Bupa, Chief Financial Officer of Simplyhealth, and was Chief Operating
Officer and Chief Financial Officer of Doctor Care Anywhere in 2020-21, working on DCA’s listing on
the ASX.
Ben has extensive experience of leading businesses in digital health, health insurance and health
services, in Europe, the Middle East, Asia and Australia, and has lived and worked in the UK, Australia
and North America. In recent years Ben has focused in the digital health space, working with healthtech
businesses in diagnostics and virtual health services.
James Warren
Acting CFO
James is a Chartered Accountant who joined DCA’s management team in 2021 as Finance Director
and now leads the Finance and Procurement teams. James has over 18 years’ experience in finance,
having started his career with BDO LLP before moving into industry.
Since moving into industry, he has worked in Senior Finance positions at companies listed on both
the ASX and AIM in a variety of sectors including Oil and Gas, Mining and software.
James was appointed as Acting Chief Financial Officer of the Company on 1 September 2022
Bianca Foster
Company Secretary
Bianca Foster is the Company Secretary and joined Doctor Care Anywhere in 2022 as the Assistant
Company Secretary and has since stepped into the role of Company Secretary.
She has over 6 years of company secretarial and governance experience having started her career in
professional services with BDO LLP. She moved into industry, working in various sectors including
housing, charity, insurance and retail. She has worked with large housing associations and was the
Deputy Company Secretary of a FTSE 100 listed company.
She holds qualifications in Law and Corporate Governance and Leadership.
Directors’ Interests
Director
Romana Abdin
Simon Calver
Dr. Richard Dammery C/O Aestel PTY Ltd
David Ravech C/O Carani Holdings Limited
Vanessa Wallace
Fully paid CDIs
Options granted
25,000
82,188
117,796
44,264,604
367,500
Nil
Nil
Nil
Nil
Nil
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 24
Director’s Report cont.
Directorships of Other Listed Companies
Director
Company
Term
Dr. Richard Dammery
Aussie Broadband Limited (ASX:ABB)
July 2020 – Present
WiseTech Global Limited (ASX:WTC)
December 2021 - Present
Vanessa Wallace
Wesfarmers Limited (ASX: WES)
July 2010 – Present
Seek Limited (ASX: SEK)
March 2017 - Present
Ecofibre Ltd (ASX:EOF)
July 2021 - Present
Diversity
The Board currently compromises two females and four males which represents a 33% gender diversity balance. In addition
to this, 43% of the executive team are female. The Board will continue to seek ways to ensure a diverse range of views and
experiences are represented.
Meeting Attendance
The Board has a formal schedule of regular meetings that is agreed and circulated in advance. Scheduled meetings are used
to approve standard regulatory matters and make significant decisions and also provide an opportunity for the Board to
exercise its expertise to advise and influence the business. An open invitation policy exists for all directors to attend meetings
even if they are not members of that Committee.
In what has been an unprecedented year, the Board conducted a total of 33 scheduled and unscheduled meetings. The table
below outlines the total number of meetings and attendees for the Board and the committees of the company for the financial
year ended 31 December 2022.
Scheduled Board
meetings
Unscheduled Board
Meetings
Audit and Risk
Management
Committee
Remuneration
and Nominations
Committee
Dr. Richard Dammery
Romana Abdin
John Stier1
David Ravech
Simon Calver
Vanessa Wallace
Jonathan Baines3
Bayju Thakar3
Dividends
14/14
14/14
9/14
13/14
13/14
14/14
5/14
10/14
19/19
19/19
15/19
17/19
17/19
18/19
3/19
3/19
6/6
6/6
3/6
6/6
2/62
6/6
3/6
4/6
4/4
4/4
-
2/42
1/42
4/4
–
–
No cash dividends were paid, recommended or declared the Company during or since the end of the financial year.
Performance Evaluation
The Board undertook a performance evaluation in the previous financial year, the results of which are still being implemented.
In addition to the above, recent changes meant KMPs resigned part way throughout the year and before performance
evaluations were conducted. Incoming personnel have not had sufficient time in the role for their performance to be fairly
and accurately assessed.
1 Appointed part way through the year so attendance reflects the number meetings held during his tenure
2 Not members of the committee but eligible to attend
3 Retired part way through the year so attendance reflects the number meetings held during their tenure
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 25
Environment
The Company is committed to operating ethically and sustainably and to finding ways, over time, to reduce our carbon
emissions. The Company is committed to eventually achieve net zero emissions across its business and has in place several
measures to reduce its environmental impact including:
1) Recycling all IT hardware used
2) Recycling all office waste where possible
3) Encouraging staff to work from home where possible to minimise travel
The Company’s estimated Greenhouse gas (GHG) emissions are as follows:
GHG emissions
Scope 1
Scope 2
Fuel (car)
Intensity
Unit
KG CO2e
KG CO2e
KG CO2e
2022
31,550
38,587
-
KG CO2e/£m revenue
2,354
The Company’s estimated Consumption (kWh) emissions are as follows:
Consumption (kWh)
Combustion of gas
Purchase of electricity
Fuel (car)
Total
2022
186,246
227,283
-
414,029
The data in the above tables is calculated by taking estimated emissions per square foot of office space based on the UK
government’s energy certificate for the Company’s office.
This data does not include amounts from Australia or the Republic of Ireland, owing to lack of available data. These activities
represent minimal part of the Group.
Reported data is for the year ended 31 December 2022.
Political Donations and Expenditure
Doctor Care Anywhere works constructively with all levels of government across its network, regardless of affiliation. Doctor
Care Anywhere contributed £12,483.33 to the UK Conservative Party during 2022. No further political donations are envisaged.
Going Concern
These financial statements have been prepared on a going concern basis, which assumes that the Group and the Company
will continue to be able to meet their liabilities as they fall due for the foreseeable future, which has been taken as 12 months
from the date of approval of the consolidated financial statements (“Forecast Period”).
The Directors have considered detailed cash flow forecasts to determine the appropriateness of preparing these financial
statements on a going concern basis.
On 12 December 2022, the Company announced that it had entered into a four-year secured and guaranteed loan agreement
with AXA PPP Healthcare Group Limited (“AXA”) to borrow up to £10.0m in 3 tranches (“Loan”). The Loan is to be used by the
Company for general working capital purposes. The first £5.0m tranche of the Loan was drawn down in January 2023 with
the second and third tranches expected to be drawn down in March 2023 and Q2 2023 respectively. Under the terms and
covenants of the loan, the Group is required to maintain a minimum cash balance of £3.0m. Therefore to prepare the accounts
on a Going Concern basis, this minimum cash balance requirement must be met throughout the Going Concern period.
Based on the forecasts considered and discussions with management, this cash balance requirement is met, and the Directors
have concluded that the Company is sufficiently funded through the going concern period.
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The assumptions underpinning the forecast are dependent on a number of key assumptions and dependencies, the most
material of which are as follows:
• Minimum growth of 40% in demand for consultations from the Company’s patient base
• Continued stability of the technology platform to continue throughout 2023 and Q1 2024 with SLA credits being kept to a
minimum in period
• The launch of the Mixed Clinical Workforce proposition in Q2 2023, with over 40% of patients receiving treatment through
this service once it has been fully rolled-out
• The ability to recruit and retain enough clinicians to meet patient demand and tightly manage incentive payments
• The ability to drive productivity gains which underpin the Company’s 2023 plan together with no material unanticipated
increases in non-operating costs
• The ability to implement inflation adjusted price increases pursuant to our agreement with AXA
• Drawdown of Tranches 2 and 3 of the AXA loan facility in 2023
Management has assessed all the above assumptions to be reasonable based upon its expectations of the business going
forward. As part of this going concern assessment, four scenarios were considered for the Group, being a management case
and three other scenarios using a set of plausible downside assumptions to that management case. The management case is
built up from detailed projections and the aforementioned assumptions. The downside scenarios considered were as follows:
• Consultation volumes being 5% below the management case;
• Proposed launch of Mixed Clinical Workforce Proposition being delayed one month; and
• Reduction of 2.0ppt in forecast inflationary uplift to consultation prices in April 2023 below the management case.
In all three downside scenarios and for all three scenarios combined, the Group had adequate resources to continue in
operational existence for the going concern period.
In order for the Company to breach the terms of the AXA loan facility and therefore not to remain a Going Concern, the
following individual scenarios would be required:
• Consultation volumes to fall by 9.3% below the management case; or
• Mixed clinical workforce delayed by three months; or
• Reduction of 4.2ppt in the forecast inflationary uplift to consultation prices in April 2023 below the management case
Management considers the possibility of the above scenarios to be unlikely. Overall the Group has traded largely in line with
the management case for the first month of the 2023 financial year. The Directors consider that the Group is well positioned
to manage its business risks and have had regard to a number of factors including current trading performance, the outcomes
of comprehensive forecasting, and a range of possible future trading impacts. The Directors are of the view that there is a
reasonable expectation that the Group has adequate resources to continue in operational existence for the next 12 months
following the date of approval of the financial statements. For this reason, they continue to adopt a going concern basis in
the preparation of these financial statements.
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 27
Corporate Governance Statement
Doctor Care Anywhere Group PLC (08915336) (ARBN 645 163 873) (“Company”)
Corporate Governance Statement
Doctor Care Anywhere Group PLC (ASX:DOC, “Doctor Care Anywhere” or “the Company”) is pleased to provide its Corporate
Governance Statement for the year ended 31 December 2022.
The recommendations outlined within this statement are set by the ASX Corporate Governance Council in the fourth edition
of its Corporate Governance Principles and Recommendations (ASX Recommendations). The ASX Recommendations are
not mandatory, however the ASX Recommendations that will not be followed have been identified and reasons provided for
not following them along with what (if any) alternative governance practices the Company intends to adopt instead of the
relevant ASX Recommendation.
The Company’s corporate governance policies were adopted on 30 October 2020 and, from Listing, have been available in the
“Investor” section of the Company’s website www.doctorcareanywhere.com.
Capitalised terms not defined in this Corporate Governance Statement have the same meaning as given to them in the
prospectus dated 30 October 2020 issued by the Company (Prospectus).
Principles and Recommendations
Compliance by the Company
Principle 1 – Lay solid foundations for management and oversight
A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how
their performance is monitored and evaluated.
Recommendation 1.1
The Company complies with this ASX Recommendation.
A listed entity should review and disclose a
board charter setting out:
(a) the respective roles and responsibilities of
its board and management; and
(b) those matters expressly reserved to
the board and those delegated to
management.
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before
appointing a director or senior executive,
or putting someone forward for election
as a director; and
(b) provide security holders with all material
information in its possession relevant to
a decision on whether or not to elect or
re-elect a director.
The Board Charter sets out the principles for the operation of the Board
and describes the functions of the Board and the functions delegated to
management of the Company.
Clause 2 of the Board Charter set out the responsibilities and functions of
the Board. The Board may delegate consideration to a committee of the
Board specifically constituted for the relevant purpose.
Clauses 3, 8 and 9 of the Board Charter sets out the responsibilities
delegated to the Chairman, CEO, management and the Company
Secretary.
The Board Charter is available for inspection on the Company’s website.
The Company complies with this ASX Recommendation.
The Board Charter sets out the principles for the operation of the Board
and describes the functions of the Board and the functions delegated to
management of the Company.
Clause 2 of the Board Charter set out the responsibilities and functions of
the Board. The Board may delegate consideration to a committee of the
Board specifically constituted for the relevant purpose.
Clauses 3, 8 and 9 of the Board Charter set out the responsibilities delegated
to the Chairman, CEO, management and the Company Secretary.
The Board Charter is available for inspection on the Company’s website.
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Corporate Governance Statement cont.
Principles and Recommendations
Compliance by the Company
Recommendation 1.3
The Company complies with this ASX Recommendation.
A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
The Company has a written agreement with each director and senior
executive setting out the terms of their appointment.
Recommendation 1.4
The Company complies with this ASX Recommendation.
Clause 9 of the Board Charter provides that the Company Secretary is
accountable directly to the Board, through the chair, on all matters to do
with the proper functioning of the Board.
The Company complies with this ASX Recommendation.
The Company has a Diversity Policy which is disclosed on the Company’s
website.
Under Clauses 2(j) and 3 of the Diversity Policy, the Board is responsible for,
among other things, annually setting measurable objectives to promote
gender diversity including in respect of women in leadership, age diversity
and cultural diversity in the composition of its Board, senior management
and workforce and assessing annually the Company’s progress in
achieving them. However, no targets are currently set, other areas of board
expertise / diversity are more important at the company’s current stage of
development.
The Board will disclose, in relation to each reporting period, the respective
proportions of men and women on the Board, in senior executive positions
and across the whole organisation.
The company also undertakes an annual gender pay gap analysis which is
presented to the Board for decisions on any remedial action that needs to
be taken. Findings are also published on the Company’s website.
The Company Secretary of a listed entity
should be accountable directly to the board,
through the chair, on all matters to do with
the proper functioning of the board.
Recommendation 1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of
the board to set measurable objectives
for achieving gender diversity in
the composition of its board, senior
executives and workforce generally; and
(c) disclose in relation to each reporting
period:
(i)
(ii)
the measurable objectives set for that
period to achieve gender diversity;
the entity’s progress towards
achieving those objectives; and
(iii) either:
(A)
(B)
the respective proportions of
men and women on the board,
in senior executive positions
and across the whole workforce
(including how the entity has
defined “senior executive” for
these purposes); or
if the entity is a “relevant
employer” under the Workplace
Gender Equality Act, the entity’s
most recent “Gender Equality
Indicators”, as defined in and
published
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Principles and Recommendations
Compliance by the Company
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for
periodically evaluating the performance of
the board, its committees and individual
directors; and
(b) disclose for each reporting period
whether a performance evaluation has
been undertaken in accordance with that
process during or in respect of that period.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for evaluating
the performance of its senior executives at
least once every reporting period; and
(b) disclose for each reporting period
whether a performance evaluation has
been undertaken in accordance with that
process during or in respect of that period.
Principle 2 – Structure the board to add value
The Company complies with this ASX Recommendation.
Clause 7(a) of the Board Charter (available on the Company’s website)
contains the process for regular review of the performance of the Board, its
committees and each director.
The Company will disclose for each reporting period whether a performance
evaluation was undertaken in accordance with that process.
The Company complies with this ASX Recommendation.
Clause 7(b) of the Board Charter requires the Board (with guidance from
the Remuneration and Nomination Committee) to review annually the
performance of the CEO and other senior executives against guidelines
approved by the Board.
The Company will disclose for each reporting period whether a performance
evaluation was undertaken.
A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its
duties effectively.
Recommendation 2.1
The company complies with this ASX Recommendation.
The board of a listed entity should:
(a) have a nomination committee which:
(i)
has at least three members, a
majority of whom are independent
directors; and
(ii)
is chaired by an independent director;
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee;
(v)
as at the end of each reporting
period, the number of times
the committee met throughout
the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a nomination
committee, disclose that fact and the
processes it employs to address board
succession issues and to ensure that the
board has the appropriate balance of skills,
knowledge, experience, independence
and diversity to enable it to discharge its
duties and responsibilities effectively.
The Company has a Remuneration and Nomination Committee. The
Remuneration and Nomination Committee Charter (RNC Charter) sets
out the roles and responsibilities of the Remuneration and Nomination
Committee.
Clause 2(a) of the RNC Charter requires that, to the extent practicable
given the size and composition of the Board from time to time, the
Remuneration and Nomination Committee should comprise a minimum
of three members, all of whom are independent directors and be chaired
by an independent director.
The members of the Remuneration and Nomination Committee are
Romana Abdin (Independent Chair), Vanessa Wallace (Independent Non-
Executive Director), and Dr. Richard Dammery (Independent Non-Executive
Director). The RNC Charter is available on the Company’s website.
The Company has disclosed, as at the end of each reporting period, the
number of times the Remuneration and Nomination Committee met
throughout the period and the individual attendances of the members at
those meetings.
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Corporate Governance Statement cont.
Principles and Recommendations
Compliance by the Company
Recommendation 2.2
The Company complies with this ASX Recommendation.
A listed entity should have and disclose a
board skills matrix setting out the mix of skills
that the board currently has or is looking to
achieve in its membership.
Under Clause 4 of the RNC Charter, the Remuneration and Nominations
Committee is responsible for managing and considering the Board Skills
Matrix setting out the mix of skills and experience that the Board currently
has or is looking to achieve in its membership. The current Board Skills
Matrix has been set out in the Company’s annual reports and accounts
which is published on the Company’s website.
Recommendation 2.3
The Company complies with this ASX Recommendation.
A listed entity should disclose:
(a) the names of the directors considered by
the board to be independent directors;
(b) if a director has an interest, position or
relationship of the type described in Box
2.3 but the board is of the opinion that it
does not compromise the independence
of the director, the nature of the interest,
position or relationship in question and
an explanation of why the board is of that
opinion; and
(c) the length of service of each director.
The Board continues to disclose this in the annual Directors’ Report and
on its website. Dr. Richard Dammery, Vanessa Wallace, John Stier, Simon
Calver and Romana Abdin are the independent directors of the Company.
In accordance with the Company’s Board Charter, directors must disclose
their interests, positions, associations or relationships and the independence
of the directors is regularly assessed by the Board in light of such disclosures.
Details of the Directors’ interests, positions, associations and relationships
are provided in the annual Directors’ Report.
The Directors in office as at the date of this Corporate Governance Statement
are as follows:
• Romana Abdin – appointed as a Director effective 16 September 2020
• David Ravech – appointed as a Director effective 10 April 2015
• Simon Calver – re-elected as a Director effective 2 October 2020
• Dr. Richard Dammery – appointed as a Director effective 16 September
2020
• Vanessa Wallace – appointed as a Director effective 16 September 2020
• John Stier – appointed as a Director effective 04 May 2021
Recommendation 2.4
The Company complies with this ASX reccomendation.
A majority of the board of a listed entity
should be independent directors.
Clause 5 of the Board Charter provides that the majority of the Board
should, to the extent practicable given the size and composition of the
Board from time to time, be comprised of independent directors. The
Board consists of 5 Independent Non-Executive directors.
Recommendation 2.5
The Company complies with this ASX Recommendation.
The chair of the board of a listed entity should
be an independent director and, in particular,
should not be the same person as the CEO of
the entity.
The Chair of the Board is an Independent Non-Executive Director.
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Principles and Recommendations
Compliance by the Company
Recommendation 2.6
The Company complies with this ASX Recommendation.
A listed entity should have a program for
inducting new directors and for periodically
reviewing whether there is a need for
existing directors to undertake professional
development opportunities to maintain the
skills and knowledge needed to perform their
role as directors effectively.
Under Clause 2(b)(vii) of the Board Charter, the Board is responsible for the
Company’s induction program for new directors and periodic review and
facilitation of ongoing professional development for directors.
Clause 9(f) of the Board Charter requires the Company Secretary,
together with the guidance of the Board’s Remuneration and Nomination
Committee and assistance of the Board, to organise all such training and
professional development.
The Remuneration and Nomination Committee is responsible for
reviewing the Company’s induction program and ensuring continuing
directors are provided with appropriate opportunities to develop and
maintain the skills and knowledge needed to perform their role.
Clause 10 of the Board Charter provides that new directors will be briefed
on their roles and responsibilities and time will be allocated at Board and
committee meetings for continuing education on significant issues facing
the Company and changes to the regulatory environment.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and
responsibly.
Recommendation 3.1
The Company complies with this ASX Recommendation.
A listed entity should articulate and disclose
its values
The Company’s website includes a section dedicated to its culture,
including its values. The Company’s values are:
• Patient oriented – the patient is always at the heart of our thinking,
and we fully are committed to delivering the best possible outcomes
for all;
• Innovation – every day, we are looking for new ways to make a differ-
ence and continuously push the boundaries of what is possible;
• Unity – we know that we are at our best when we work together.
Whether that be with our internal colleagues or external partners, we
have the biggest impact when we team up to win;
• Excellence – we maintain the highest standards when it comes to the
quality of our work, and this attracts the brightest and best minds to
join our team; and
• Integrity – our people do the right thing regardless of who is watch-
ing. We do not take shortcuts that will compromise our commitments
to clients or patients.
The Company complies with this ASX Recommendation.
The Company has a Code of Conduct which applies to, among others, its
directors, senior executives and employees.
Clause 18(d) requires that, where appropriate, the Board will be informed
of material breaches of the Code of Conduct.
Recommendation 3.2
A listed entity should:
(a) have a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee
of the board is informed of any material
breach of that code.
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Corporate Governance Statement cont.
Principles and Recommendations
Compliance by the Company
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy;
and
(b) ensure that the board or a committee
of the board is informed of any material
incidents reported under that policy
The Company complies with this ASX Recommendation.
The Company has a Whistleblower Protection Policy which isdisclosed on
the Company’s website.
Clause 13 of the Company’s Whistleblower Policy provides for at least
quarterly reports to the Board, where appropriate whilst maintaining
confidentiality, on all active Whistleblower matters. The Board must also
be kept informed of material incidents reported under the Whistleblower
Policy.
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and
corruption policy; and
(b) ensure the board or a committee of
the board is informed of any material
breaches of that policy.
The Company complies with this ASX Recommendation.
The Company has an anti-bribery and corruption policy (ABC Policy)
which is available on the Company’s website.
Under Clause 4 of the ABC Policy, all material breaches of the ABC Policy
must be reported immediately to the Board.
Principle 4 – Safeguard integrity in corporate reporting
A listed entity should have appropriate processes to verify the integrity of its corporate reports
The Company has an Audit and Risk Management Committee (ARMC). The
Audit and Risk Management Committee Charter (ARMC Charter) sets out
the Audit and Risk Management Committee’s roles and responsibilities.
Clauses 2(a) and 2(d) of the ARMC Charter provides that the Committee
should to the extent practicable, given the size and composition of the
Board from time to time, have at least three members, all of whom are non-
executive directors and a majority of whom are independent directors, and
the Committee should be chaired by an independent director who is not
the chair of the Board.
The members of the ARMC are John Stier (Independent Chair of the
Committee), Dr. Richard Dammery (Independent Chair of the Board),
Vanessa Wallace (Independent Non-Executive Director) and Romana
Abdin (Independent Non-Executive Director), and David Ravech (Non-
Executive Director).
The ARMC Charter is disclosed on the Company’s website.
The Company will disclose, in relation to each reporting period, the number
of times the Committee met throughout the period and the individual
attendances of the members at those meetings.
Recommendation 4.1
The board of a listed entity should:
(a) have an audit committee which:
(i)
has at least three members, all of
whom are non-executive directors
and a majority of whom are
independent directors; and
(ii)
is chaired by an independent director,
who is not the chair of the board,
and disclose:
(iii)
the charter of the committee;
(iv)
(v)
the relevant qualifications and
experience of the members of the
committee; and
in relation to each reporting period,
the number of times the committee
met throughout the period and
the individual attendances of the
members at those meetings; or
(b) if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner.
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Principles and Recommendations
Compliance by the Company
Recommendation 4.2
The Company complies with this ASX Recommendation.
The board of a listed entity should, before
it approves the entity’s financial statements
for a financial period, receive from its
CEO and CFO a declaration that, in their
opinion, the financial records of the entity
have been properly maintained and that
the financial statements comply with the
appropriate accounting standards and give
a true and fair view of the financial position
and performance of the entity and that the
opinion has been formed on the basis of
a sound system of risk management and
internal control which is operating effectively.
Clause 4.3(e) of the ARMC Charter requires that the Committee recommend
to the Board the financial statements after review with management and
its external auditor.
Clause 4.3(i) of the ARMC Charter requires the CEO and the CFO to provide a
sign off on these terms. The Company intends to obtain a sign off on these
terms for each of its financial statements in each financial year.
The ARMC is also responsible for ensuring that appropriate processes
are in place to form the basis upon which the CEO and CFO provide
the recommended declarations in relation to the Company’s financial
statements.
Recommendation 4.3
The Company complies with this ASX Recommendation.
A listed entity should disclose its process to
verify the integrity of any periodic corporate
report it releases to the market that is not
audited or reviewed by an external auditor.
Clause 4.3(d) of the ARMC Charter requires the Audit and Risk
Management Committee to ensure that any periodic corporate report
the Company releases to the market that has not been subject to audit
or review by an external auditor discloses the process taken to verify the
integrity of its content.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would
expect to have a material effect on the price or value of its securities.
Recommendation 5.1
The Company complies with this ASX Recommendation.
A listed entity should have and disclose
a written policy for complying with its
continuous disclosure obligations under
listing rule 3.1.
The Company has a Disclosure Policy for complying with its continuous
disclosure obligations under ASX Listing Rule 3.1 which is disclosed on the
Company’s website.
Recommendation 5.2
The Company complies with this ASX Recommendation.
A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have
been made.
All market announcements are approved by the Board prior to release.
Recommendation 5.3
The Company complies with this ASX Recommendation.
A listed entity that gives a new and
substantive investor or analyst presentation
should release a copy of the presentation
material on the ASX Market Announcements
Platform ahead of the presentation.
Clause 9(b) of the Disclosure Policy requires that ahead of any new and
substantive investor or analyst presentation, a copy of the presentation
materials must be released to ASX (even if the information in the
presentation would not otherwise require market disclosure).
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Corporate Governance Statement cont.
Principles and Recommendations
Compliance by the Company
Principle 6 – Respect the rights of security holders
A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their
rights as security holders effectively.
Recommendation 6.1
The Company complies with this ASX Recommendation.
A listed entity should provide information
about itself and its governance to investors
via its website.
Information about the Company and its governance can be found on the
Company’s website www.doctorcareanywhere.com.
Recommendation 6.2
The Company complies with this ASX Recommendation.
A listed entity should have an investor
relations program that facilitates effective
two-way communication with investors.
The Company’s Shareholder Communication Policy provides for
an investor relations program which actively encourages two-way
communication with investors:
• through the Company’s AGM, where shareholder participation is ac-
tively encouraged and facilitated; and
• by providing security holders with information via the “Investors”
section of the Company’s website and the option to receive company
information electronically by registering their email address with the
Company’s share registry.
Recommendation 6.3
The Company complies with this ASX Recommendation.
A listed entity should disclose how it
facilitates and encourages participation at
meetings of security holders.
Security holders are encouraged to participate at all general meetings and
AGMs of the Company. Where practicable, the Company will consider the
use of technological solutions for encouraging participation.
The Company’s Shareholder Communication Policy is disclosed on
its website
Recommendation 6.4
The Company complies with this ASX Recommendation.
A listed entity should ensure that all
substantive resolutions at a meeting of
security holders are decided by a poll rather
than by a show of hands.
Clause 6(g) of the Company’s Shareholder Communication Policy provides
that all substantive resolutions at a meeting of security holders will be
decided by a poll rather than a show of hands.
Recommendation 6.5
The Company complies with this ASX Recommendation.
A listed entity should give security holders
the option to receive communications from,
and send communications to, the entity and
its security registry electronically.
Under Clause 2 of the Company’s Shareholder Communication Policy,
security holders are encouraged to register with the Company’s share
registry to receive company information electronically.
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Principles and Recommendations
Compliance by the Company
Principle 7 – Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that
framework
Recommendation 7.1
The Company complies with this ASX Recommendation.
The board of a listed entity should:
(a) have a committee or committees to
oversee risk, each of which:
has at least three members, a
(i)
majority of whom are independent
directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting
period, the number of times
the committee met throughout
the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the processes it employs for
overseeing the entity’s risk management
framework.
The Company has an Audit and Risk Management Committee. The ARMC
Charter sets out the Committee’s roles and responsibilities.
Clauses 2(a) and 2(d) of the ARMC Charter provides that the Committee
should to the extent practicable, given the size and composition of
the Board from time to time, have at least three members, all of whom
are non-executive directors and a majority of whom are independent
directors, and the Committee should be chaired by an independent
director who is not the chair of the Board.
The members of the Audit and Risk Management Committee are John
Stier (Independent Chair of the Committee), Dr. Richard Dammery
(Independent Chair of the Board), Vanessa Wallace (Independent Non-
Executive Director), Romana Abdin (Independent Non-Executive Director)
and David Ravech (Non-Executive Director).
The ARMC Charter is disclosed on the Company’s website.
The Company will disclose, as at the end of each reporting period, the
number of times the ARMC met throughout the period and the individual
attendances of the members at those meetings.
Recommendation 7.2
The Company complies with this ASX Recommendation.
The board or a committee of the board
should:
(a) review the entity’s risk management
framework at least annually to satisfy
itself that it continues to be sound and
that the entity is operating with due
regard to the risk appetite set by the
board; and
(b) disclose, in relation to each reporting
period, whether such a review has
taken place.
Clause 4.2(j) of the ARMC Charter require the ARMC to review at least
annually the Company’s risk management framework to satisfy itself that
it continues to be sound and that the Company is operating with due
regard to the risk appetite set by the Board.
The Company will disclose, in relation to each reporting period, whether
such a review has taken place.
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Corporate Governance Statement cont.
Principles and Recommendations
Compliance by the Company
Recommendation 7.3
A listed entity should disclose:
The Company complies with this ASX Recommendation, but does not
have an internal audit function.
(a) if it has an internal audit function, how
the function is structured and what role it
performs; or
The Company employs the following processes for evaluating and
continually improving the effectiveness of its governance, risk management
and internal control processes:
(b) if it does not have an internal audit
function, that fact and the processes
it employs for evaluating and continually
improving the effectiveness of its
governance, risk management and
internal control processes.
• the Board is responsible for:
–
–
–
overseeing the establishment of and approving the Company’s
risk management framework (for both financial and non-financial
risks), including developing the strategies, policies, procedures
and systems;
disclosing any material exposure that the Company has to
environmental or social risks and how the Company intends to
manage those risks; and
ensuring that risk considerations are incorporated into strategic
and business planning; and
• the Audit and Risk Management Committee is responsible for:
–
–
–
reviewing at least annually the Company’s internal control and risk
management systems, which includes considering and overseeing
implementation (to the extent adopted by the Company) of
recommendations made by external auditors;
reporting to the Board in a timely manner on internal control, risk
management and compliance matters which significantly impact
upon the Company;
conducting an annual review of the Audit and Risk Management
Committee’s work and reporting on outcomes to the Board.
Recommendation 7.4
The Company complies with this ASX Recommendation.
A listed entity should disclose whether it has
any material exposure to environmental or
social risks and, if it does, how it manages or
intends to manage those risks.
Clause 1(d)(i)(B) of the ARMC Charter requires the Company management
to disclose any material exposure to environmental or social risks and
how the Company intends to manage those risks. The Company will
disclose whether it has any material exposure to such risks and, if it does,
how it manages or intends to manage them.
The company does not have any material exposure to environmental or
social risks but continually assesses its exposure.
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive
remuneration to attract, retrain and motivate high quality senior executives and to align their interests with the creation of
value for security holders and with the entity’s values and risk appetite.
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Principles and Recommendations
Compliance by the Company
Recommendation 8.1
The Company complies with this ASX Recommendation.
The board of a listed entity should:
(a) have a remuneration committee which:
(i)
has at least three members, a
majority of whom are independent
directors; and
(ii)
is chaired by an independent director.
and disclose:
(i)
the charter of the committee;
(ii)
the members of the committee; and
(iii)
as at the end of each reporting
period, the number of times
the committee met throughout
the period and the individual
attendances of the members at those
meetings; or
(b) if it does not have a remuneration
committee, disclose that fact and the
processes it employs for setting the
level and composition of remuneration
for directors and senior executives and
ensuring that such remuneration is
appropriate and not excessive.
The Company has a Remuneration and Nominations Committee.
The charter of the Remuneration and Nominations Committee (RNC
Charter) sets out the roles and responsibilities of the Remuneration and
Nominations Committee.
Clause 2 of the RNC Charter requires that, to the extent practicable
given the size and composition of the Board from time to time, the
Remuneration and Nominations Committee should comprise a minimum
of three members, all of whom are independent directors and be chaired
by an independent director.
The members of the Remuneration and Nominations Committee are
Romana Abdin (Independent Chair of the Committee), Vanessa Wallace
(Independent Non-Executive Director) and Dr. Richard Dammery
(Independent Non-Executive Director). The RNC Charter is disclosed on
the Company’s website.
The Company will disclose, as at the end of each reporting period, the
number of times the Remuneration and Nominations Committee met
throughout the period and the individual attendances of the members at
those meetings.
Recommendation 8.2
The Company complies with this ASX Recommendation.
A listed entity should separately disclose
its policies and practices regarding the
remuneration of non-executive directors and
the remuneration of executive directors and
other senior executives.
Details of the Company’s remuneration policies and practices for Non-
Executive Directors, Executive Directors and senior management will be
included in the Company’s annual reports.
Recommendation 8.3
The Company complies with this ASX Recommendation.
A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants
are permitted to enter into transactions
(whether through the use of derivatives or
otherwise) which limit the economic risk
of participating in the scheme; and
(b) disclose that policy or a summary of it.
Clauses 5 and 6 of the Securities Trading Policy prohibit directors and
senior management (and their associated investment vehicles) from
trading securities that limit the economic risk of security holdings that are
unvested or which are subject to disposal restrictions.
There is no prohibition on any other securities.
Principle 9 – Additional recommendation that apply only in certain cases
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Corporate Governance Statement cont.
Principles and Recommendations
Compliance by the Company
Recommendation 9.1
This is not applicable
A listed entity with a director who does not
speak the language in which board or security
holder meetings are held or key corporate
documents are written should be disclosed
the processes it had in place to ensure the
director understands and can contribute
to the discussion at those meetings and
understands and can discharge their
obligations in relation to those documents.
Recommendation 9.2
The Company complies with this ASX Recommendation.
A listed entity established outside Australia
should ensure that meetings of security
holders are held at a reasonable place
and time.
Article 50 of the Company’s Articles of Association requires notice of
annual general meetings and other general meetings to be given to
security holders 21 days and 14 days in advance respectively (being the
minimum notice required under the Companies Act 2006 (UK)), and to
specify the date, time and place of the general meeting. Under Article 61
of the Articles of Association, the Company may hold a general meeting
physically (including overflow meeting rooms) or by electronic means
using any technology that gives security holders as a whole a reasonable
opportunity to participate.
Meeting are also held at times that provide a Australian security holders
with reasonable opportunities to attend.
Recommendation 9.3
The Company complies with this ASX Recommendation.
A listed entity established outside Australia,
and an externally managed listed entity that
has a AGM, should ensure that its external
auditor attends its AGM and is available to
answer questions from security holders
relevant to the audit.
The Company’s Articles of Association require notices of meeting to
be given to the Company’s auditors. The Company ensures its external
auditor attends its AGM and is available to answer questions from
security holders relevant to the audit.
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Appendix A
Board Skills Matrix
Doctor Care Anywhere Annual Report 2022 39
In considering the appointment of, or recommendation for re-appointment of, Directors, the Board has regard to the Board
Skills Matrix set out below. The Board seeks to collectively represent a balance of skills.
All Directors are expected to actively support the core values of Doctor Care Anywhere Group PLC, and to work diligently
to safeguard the long-term interests of the Company and its value to Shareholders. All Directors must demonstrate a track
record of ethical leadership and accountability, of operating successfully in an environment of challenge and collegiality, and
of understanding commercial risk/return trade offs.
This Board Skills Matrix provides a guide as to the competence, being the skills, knowledge, experience, personal attributes
and other criteria appropriate, that the Company has or is looking to achieve in its Board membership. The Matrix is designed
to identify the competence of the Board, assist in recruitment and provide guidance for succession planning.
Competence is broadly considered across the following themes:
•
•
•
Governance, for performing the Board’s key functions;
Industry, for the Company operating in its industry or industry sector
Personal attributes, considered desirable for an effective Director.
Use of Matrix
The competence should be reviewed in light of the Company’s strategy and objectives, and the current and expected external
market conditions. The collective capability of the current Board is assessed against requirements and the search then focuses
on finding a Board member who will best complement the current mix of capability on the Board.
The Board considers that a Director has a particular competence if there is a reasonable basis to infer the existence of that
competence or demonstrated practical use or application of that competence.
This Matrix is used for induction and training and development initiatives for a Director and the Board broadly. Further, the
Matrix is a suitable format to identify a Director’s expertise for re-election to the Board.
The Board, or the Remuneration and Nominations Committee, has the responsibility for maintaining and reviewing the Matrix.
A review is performed periodically to ensure that the Board’s competence remains aligned with the Company’s strategy and
objectives as required.
Particular skills and experience which need to be adequately represented include (not in priority order):
1. Governance skills competence
Skill / experience area
Description
Board (Total directors: 6)
Strategy (E)
Ability to deliberate strategically and identify and assess business
strengths, weaknesses, opportunities and threats, and propose and
implement effective strategies for the Company
High: 6
Medium: 0
Board experience (D)
Experience as a director of a company, preferably of a listed
company, and an understanding of:
• ASX Listing Rule requirements
• Listed company compliance requirements, including reporting
and shareholder meeting requirements
Risk and compliance
oversight (E)
Ability to identify material risks to the Company and its business
across its operational areas and monitor risk and compliance
management systems and procedures.
Financial Performance
(E)
Qualifications and experience in accounting, audit or finance and
the ability to assess:
• financial statements
• business viability and performance financially, and operationally
• oversee budgets and the efficient use of resources
• oversee funding arrangements
Low: 0
High: 2
Medium: 0
Low: 4
High: 6
Medium: 0
Low: 0
High: 1
Medium: 5
Low: 0
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Doctor Care Anywhere Annual Report 2022 40
Board Skills Matrix cont.
1. Governance skills competence
Skill / experience area
Description
Board (Total directors: 6)
Information
technology strategy
and governance (D)
Executive management
(E)
Knowledge and experience in the strategic use and governance of
information management and information technology.
Experience at an executive level including the ability to:
High: 4
Medium: 2
Low: 0
High: 6
• appoint and evaluate the performance of the CEO and senior
Medium: 0
executive managers;
• oversee strategic human resource management including
workforce planning.
Commercial
experience (E)
Experience in delivering merger and acquisition projects in both a
domestic and global context.
Qualifications (D)
Experience working as an executive in multiple geographies,
including a strong understanding of global markets, and the macro-
political and economic environment.
Corporate Advisory (D)
Senior executive role or substantial Board experience with
remuneration frameworks that attract and retain a high calibre of
executives and other employees and promote inclusion and diversity.
Low: 0
High: 3
Medium: 2
Low: 1
High: 4
Medium: 2
Low: 0
High: 2
Medium: 2
Low: 2
2. Industry skills competence
Skill / experience area
Description
Board (Total directors: 6)
Industry1 (D)
Experience in the Ecosystem in which the Company operates
High: 4
Medium: 1
Low: 1
Company1 (D)
Deep experience in the Company’s critical areas of operation
High: 4
Growth stage,
Geography1 (D)
1 Broken down into key components
E= Essential D= Desirable
Medium: 1
Low: 1
High: 6
Medium: 0
Low: 0
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Board Skills Matrix cont.
3. Personal Skills Attributes
Director
Description
A commitment to:
Integrity (ethics)
• acting efficiently, honestly and fairly
•
fulfilling the duties and responsibilities of a director, and maintaining knowledge through
professional development of director obligations
• appropriately managing conflicts of interest, including being transparent and declaring
interests that are or may be perceived to be a potential conflict of interest
Analysis and problem
solving
The ability to analyse complex and detailed problems, readily understand issues, and
propose and implement innovative approaches and solutions to problems.
Leadership
Leadership skills including the ability to:
• appropriately represent the organisation
• set appropriate Board and Company culture
• make and take responsibility for decisions and actions
Collaboration
The ability to work collaboratively and respectfully with others to a high professional
standard.
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and Nominations Committee
Doctor Care Anywhere Annual Report 2022 42
Dear shareholders
On behalf of the Board, I am pleased to present Doctor Care Anywhere’s Remuneration
report for the financial year ending 31 December 2022. I would like to thank
my predecessor, Vanessa Wallace, for her leadership of the Remuneration and
Nominations Committee and Dr. Richard Dammery for his service on the Committee.
This report covers our second year as a listed entity and sets out the Company’s approach to Key Management Personnel
(KMP) remuneration, remuneration outcomes in 2022 and future developments in our remuneration approach as we mature
and develop the business.
2022 KMP Remuneration Outcomes
2022 was a year of changes in leadership, significant challenges and growth for Doctor Care Anywhere. The Board and the
recently established Executive Team aligned and collaborated to focus on delivering for our patients, building an effective
and efficient business model and a strong culture of transparency and accountability. The team has risen to the challenges,
proving to be committed and resilient. We thank the Executive Team and all team members.
The principles that underpin our Executive Team Remuneration framework were tested during 2022 and remain unchanged.
1. Support the alignment between Executive award and shareholder returns over the long term
2. Be fair and competitive in its local markets to effectively support the attraction and retention of world class talent
3. Support the unwavering commitment to deliver exceptional patient care
4. Inspire the necessary individual and team performances, with sufficient flexibility to drive stretch business results.
This year, the targets and objectives were not met, therefore no performance bonuses or incentives were paid to KMP.
We consider it important to emphasis leadership accountability. Base salaries remained constant over the period.
Core Board fees have remained unchanged since 2020, the fee for the Chair of the Board was reduced from £180,000 to
£125,000. Exceptional one-off exertion payments were made to Directors.
2023 Leadership Team and Board Remuneration framework
We will continue to ensure that our remuneration arrangements for KMP are competitive and appropriate whilst taking
account of business performance, external market conditions and the broader approach to reward across the Company.
We are further developing our people policies and practices to ensure that we are able to attract, retain and motivate our
colleagues to deliver on our purpose of improving lives through better healthcare.
On behalf of the Committee, I would like to thank you for your continued support particularly during this challenging period
and look forward to engaging with you in 2023.
Romana Abdin
Chair of Remuneration and Nominations Committee
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Remuneration Report
This Remuneration Report (“the Report”) sets out Doctor Care Anywhere’s Executive Remuneration Framework and outcomes
for Key Management Personnel (“KMP”) of the Company for the year ended 31st December 2022. References to Leadership
Team in this Report are to both Leadership Team KMP and other non-KMP Leaders who report to the Chief Executive Officer
(“CEO”).
1. Remuneration Governance
The remuneration governance framework and related policies ensure that the integrity of the Company’s remuneration
strategy is maintained, and appropriate outcomes are delivered.
Reviews, challenges, and as appropriate, approves the Committee’s recommendations.
Assesses the performance of the CEO and approves CEO remuneration.
Board
Leadership Team
Regularly reports to
the Committee and
provides information
that make affect their
decision making.
May attend meetings
by invitation but
do not participate
in decisions
regarding their own
remuneration
Remuneration and Nominations Committee
Composed of and Chaired by entirely independent
Non-Executive Directors.
Romana Abdin (Chair), Vanessa Wallace
and Dr. Richard Dammery
.
Non-Executive Directors who are not Committee members
may attend on request or by invitation.
Reviews and makes
recommendations
to the Board on
remuneration structure
and quantum for the
CEO, Leadership Team
and Non-Executive
Director Fees
Ensures the DCA
remuneration approach
aligns with and
supports DCA’s purpose,
values, strategic objectives
and risk appetite.
Ensure remuneration
is sufficiently competitive
and flexible to
attract and retain
appropriately qualified
and experienced
Executives
Advisors
Independent
remuneration advisors
are engaged from time
to time to provide
relevant information or
an external perspective
to support decision
making.
No external advisors
were engaged
during 2022.
The Remuneration and Nominations Committee (‘Committee’) is accountable to the Board for setting principles and policies
to attract, develop and retain a highly effective Board, and a talented and high performing CEO and Leadership Team; and for
performance management and succession planning to ensure Doctor Care Anywhere has the right people in place to deliver
its strategy. The Committee is authorised to seek external advice as required to support the carrying out of its duties.
Executive KMP remuneration and other key employment terms are formalised in individual employee agreements.
Prior to the appointment of a KMP and other Leadership Team members, the Company undertakes detailed checks into an
appointee’s background and experience.
Leadership team performance, including KMPs, is assessed bi-annually by the CEO with input from the Remuneration and
Nominations Committee, with regular performance discussions taking place on an ongoing basis throughout the year.
Individual goals are set at the outset of the year which are aligned to the operating plan and are managed via the company
wide performance framework.
The CEO’s performance assessment is conducted by the Chairman, reviewed and discussed by the Remuneration and
Nomination Committee, and then proposed to and approved by the Board, taking into account business performance,
progress towards other organisational goals, leadership capability and colleague engagement.
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Doctor Care Anywhere Annual Report 2022 44
2. Executive KMP Remuneration Principles
Our remuneration framework is designed to support the Company’s mission and growth plans of delivering the best
possible patient experience and clinical care through digitally enabled, joined up, evidence-based pathways via Doctor Care
Anywhere’s telehealth platform.
The remuneration framework forms one part of our talent attraction, development and reward program and is underpinned
by four principles, that in turn inform the Leadership Team remuneration model.
Table 1: Remuneration principles and how applied
Remuneration Principles
Leadership Team Remuneration Model
1.
2.
3.
4.
Alignment between Leadership Team reward and
shareholder returns over the long-term
• Options on shares issued to Leadership Team members
upon appointment
• 1/3 of any annual bonus award is paid via options on
shares
Fair and competitive in the markets in which
the company operates to effectively support the
attraction and retention of talent
• Base salaries to sit between the 50th and 75th percentile
within the relevant market.
Incentivise the delivery of exceptional patient care
• An annual bonus of up to 30% of base salary is available
Inspire individual and team performances, and be
flexible enough to drive business results
based on performance.
• Shared group performance metrics account for 50% of
the potential award.
•
Individual performance objectives account for the other
50% of the potential award.
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
Maximum Potential
remuneration
Bonus Award =
0% - 30%
of Fixed Salary
Bonus Award
Conditions
50% 50%
Payment
structure
34%
66%
Shared Group Metrics
Individual Objectives
Cash
Options
Remuneration
Fixed salary
Bonus range
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Doctor Care Anywhere Annual Report 2022 45
Remuneration Report cont.
Fixed base salaries
Fixed base salaries are tested against the local market in which we operate, either UK, Republic of Ireland or Australia. The
level has been set to appropriately reflect the Board’s expectation of full commitment and high performance at all times. The
aim is for base salaries to sit between the 50th and 75th percentile within the relevant market.
The Company did not undertake any independent benchmarking in FY22. It is proposed to do so in FY23.
Short Term Incentive (STI)
A potential annual bonus of up to 30% may be paid upon achievement of specific Company metrics and individual performance
objectives. 50% of the potential bonus is based on achievement of a small set of stretch group performance metrics, that
include select financial and operational goals. The other 50% of the potential bonus is based on the achievement of individual
performance objectives that cover areas such as delivery of strategic capability on time and within budget, special projects,
and patient and team safety metrics.
66% of any annual bonus award is paid in cash, the remaining 33% in share options under the terms of a Company Share
Option Plan (CSOP). CSOP is a discretionary share option plan under which a company may grant options to employees.
Long Term Incentive (LTI)
Upon appointment, Leadership Team members receive a one-off issue of options that forms a long-term wealth sharing plan
and promotes a longer-term shareholder value mindset. The award of options is issued 6 months after commencement of
employment (on successful completion of a probationary period) and vests progressively over four years assuming continued
employment. These options are issued at the VWAP based on the 15-day period preceding completion of 6 months of
employment.
Pension, Superannuation
Retirement benefits are paid according to the employment jurisdiction’s laws. In the UK, employer pension contribution
levels are set at a minimum of 3% of the employee’s banded earnings. Employees must also make a 5% contribution resulting
in an overall statutory minimum of 8% contribution to the Company’s pension scheme. In Australia, superannuation is paid in
accordance with Australian law at the superannuation guarantee levels.
These principles and the overall remuneration plans are reviewed annually and assessed for alignment to market expectations
and business objectives.
3. KMP
A number of KMP changes occurred in 2022.
The KMP roles covered in this report include Executive KMP and Non-Executive KMP as shown below:
Table 2: Executive KMP and Non-Executive KMP in 2022
Executive KMP
Role
Jonathan Baines
Executive Chairman
Period as KMP
Until 18 April 2022
Bayju Thakar
Chief Executive Officer
Until 23 August 2022
Mark Taylor
Interim Chief Executive Officer
From 12 September 2022
Dan Curran
Chief Financial Officer and Company Secretary
Until 07 November 2022
James Warren
Acting Chief Financial Officer
From 01 September 2022
DocuSign Envelope ID: 2911BAE2-7651-49E1-893D-85A9FB4E4571 Doctor Care Anywhere Annual Report 2022 46
Non-Executive KMP Role
Period as KMP
Dr. Richard
Dammery
Independent Non-Executive Director; Chairman
Full Year (became Chair on 19 April 2022)
Romana Abdin
Independent Non-Executive Director
Full Year
Vanessa Wallace
Independent Non-Executive Director
Simon Calver
Independent Non-Executive Director
David Ravech
Non-Executive Director
Full Year
Full Year
Full Year
John Stier
Independent Non-Executive Director
From 04 May 2022
4. Remuneration Outcomes for KMP
Table 3: Executive KMP 2022 Remuneration Outcomes
12 month period ended 31 Dec 2022
Director
Salary
Fees
Dr. Bayju Thakar
245,383
Jonathan Baines
143,308
Dan Curran
185,026
–
–
–
PMI
Benefit
464
349
426
Mark Taylor
–
124,629
–
James Warren
53,333
–
154
Benefits
including
travel and
accomodation
Gym
benefit
Pension
Share
Options
Total
6,830
3,850
1,321
-851,550
-593,701
–
290
–
–
–
–
–
–
–
-86,826
56,831
1,211
-13,529
173,423
–
–
124,629
440
796
54,724
Total
627,050
124,629
1,393
7,119
3,850
2,972
-951,108
-184,095
Notes to Executive KMP remuneration outcomes:
• Bayju Thakar ceased the Chief Executive Officer role on 23 August 2022. He remained employed until 31 December 2022
during which time he received his contractual benefits and then an equivalent payment of two months in lieu of notice
and his unvested LTI options lapsed.
• Jonathan Baines ceased the role of Executive Chairman on 18 April 2022. Pursuant to arrangements put in place before the
IPO Mr Baines was employed under both a director appointment letter and an executive service contract. Under the terms
of the executive service contract, Mr Baines was entitled to receive a payment in lieu of 6 months notice.
• Dan Curran ceased the role of Chief Financial Officer from 07 November 2022. He received a payment in lieu of 3 months
notice, and his unvested LTI options lapsed.
• Mark Taylor was appointed as Interim Chief Executive Officer from 12 September 2022 on a consultancy basis. He did not
receive STI or LTI and was paid on a per diem basis.
• James Warren was appointed as Acting Chief Financial Officer from 01 September 2022.
• STI KPIs for 2022 were not met, therefore no performance bonuses or incentives were paid to Executive KMPs.
• Gym membership was paid by the Company for Bayju Thakar. This ceased in 2022.
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Remuneration Report cont.
Table 4: Non-Executive KMP 2022 Remuneration Outcomes
Director
David Ravech
Romana Abdin
Simon Calver
Dr. Richard Dammery
Vanessa Wallace
John Stier
Total
12 month period ended 31 Dec 2022
Fees – All Directors fees
Special exertion
payments
50,000
55,000
50,000
105,679
55,000
40,000
4,000
38,000
38,000
56,000
10,000
38,000
Total
54,000
93,000
88,000
161,679
65,000
78,000
355,679
184,000
539,679
Notes to Executive KMP remuneration outcomes:
• The Non-Executive Directors are not employees and are contracted via a Letter of Appointment detailing the terms of
their engagement. They are paid a base fee of £50,000 per annum and are entitled to claim all reasonable and properly
documented expenses incurred in the performance of their duties.
• When Dr. Richard Dammery took over as Independent Chairman, from the Executive Chairman on 19 April 2022, the fee
reduced to £125,000 per annum..
• As heralded in last year’s Annual Report, the Board started to transition Committee Chair roles back to the UK during the
year. Dr. Richard Dammery ceased to be Chairman of the Audit and Risk Management Committee on 19 April 2022 (with
David Ravech acting in this role). John Stier joined the Board and became Chairman of the Audit and Risk Management
Committee on 06 May 2022. Vanessa Wallace ceased to be Chairman of the Remuneration and Nominations Committee
on 01 July 2022, with Romana Abdin assuming those responsibilities on that date. Committee Chairs receive an additional
£10,000 per annum. Directors do not receive fees for Committee membership.
• During 2022, as a result of the departure of Executive KMP, the Non-Executive Directors were required to assume greatly
increased responsibilities as a consequence of the gaps in management capability and KMP departures. In the best interests
of the Company, the Non-Executive Directors assumed critical parts of the Chief Executive Officer, Chief Financial Officer,
Chief People Officer and Chief Operating Officer roles. In addition, to save cash and support the survival of the business,
some Directors with appropriate skills were asked to perform roles typical of legal and M&A advisors. Special exertion
payments were incurred to Non-Executive Directors in proportion to their increased operational responsibilities assumed
during the year given the departure of several senior executives. These arrangements were instigated on an exception
basis and it is not anticipated that they will be repeated. These were payable from 1 January 2023 following the AXA loan
agreement and with AXA’s specific agreement to make the payments.
• The total pool for Board remuneration is set at £500,000. Director Board fees were £355,679 before Special Exertion
Payments for the unexpected operational role requirements.
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5. Other KMP Disclosures
Table 5 below sets out a summary of KMP CDI (share) holdings as at 31st December 2022. On 5 December 2022, 139,422,136
fully paid ordinary shares were released from escrow having been subject to the escrow arrangement since the IPO in 2020.
Included within the shares released from escrow are shares held by KMP, and these shares are included in the table below.
Table 5: KMP Shareholdings as at 31 December 2022
Shares at end 2021
Shares acquired
due to exercise of
options
Purchase of Shares
on Market
Sales of Shares
Shares at the end
of 2022
Executive KMP
Jonathan Baines
100,000
Bayju Thakar
12,668,969
Daniel Curran
223,039
James Warren
Mark Taylor
-
-
Non-Executive KMP
Romana Abdin
25,000
Simon Calver
82,188
Dr. Richard
Dammery1
50,000
David Ravech2
44,264,604
Vanessa Wallace
212,500
John Stier
-
-
-
-
-
-
-
-
-
-
-
Notes:
1 Share held through Aestel PTY LTD
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